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                                                                     4(ii)(a)(l)
                                                                  EXECUTION COPY




                                CREDIT AGREEMENT

                          Dated as of February 25, 1999

                                      among

                         THE DELTA QUEEN STEAMBOAT CO.,

                                  as Borrower,

                           THE FINANCIAL INSTITUTIONS
                         FROM TIME TO TIME PARTY HERETO,

                                   as Lenders,

                            THE CHASE MANHATTAN BANK,

                                 as Issuing Bank
                          and as Administrative Agent,

                                       and

                             HIBERNIA NATIONAL BANK,

                             as Documentation Agent
<PAGE>   2
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                                                             <C>
ARTICLE I
         Definitions..............................................................................................1
         1.01.  Certain Defined Terms.............................................................................1
         1.02.  Computation of Time Periods......................................................................23
         1.03.  Accounting Terms.................................................................................23
         1.04.  Other Definitional Provisions....................................................................23

ARTICLE II
         Amounts and Terms of Revolving Credit Facility..........................................................23
         2.01.  The Revolving Loans..............................................................................23
         2.02.  Loan Facility Mechanics..........................................................................24
         2.03.  Interest on the Loans............................................................................26
         2.05.  Fees.............................................................................................34
         2.06.  Prepayments......................................................................................35
         2.07.  Payments.........................................................................................35
         2.08.  Interest Periods.................................................................................38
         2.09.  Special Provisions Governing Eurodollar Rate Loans...............................................38
         2.10.  Taxes............................................................................................41
         2.11.  Capital Adequacy; Increased Costs................................................................44
         2.12.  Use of Proceeds of the Loans and the Letters of Credit...........................................45
         2.13.  Authorized Officers of Borrower..................................................................45
         2.14.  Replacement of Certain Lenders...................................................................46

ARTICLE III
         Conditions to Loans ....................................................................................47
         3.01.  Conditions Precedent to Effectiveness............................................................47
         3.02.  Conditions Precedent to all Loans................................................................48

ARTICLE IV
         Representations and Warranties..........................................................................49
         4.01.  Representations and Warranties on the Initial Funding Date.......................................49
         4.02.  Subsequent Funding Representations and Warranties................................................57

ARTICLE V
         Reporting Covenants.....................................................................................57
         5.01.  Financial Statements.............................................................................57
         5.02.  Environmental Notices............................................................................62

ARTICLE VI
         Affirmative Covenants...................................................................................63
         6.01.  Corporate Existence, Etc.........................................................................63
</TABLE>

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<TABLE>
<CAPTION>
<S>                                                                                                             <C>
         6.02.  Corporate Powers, Etc............................................................................63
         6.03.  Compliance with Laws.............................................................................63
         6.04.  Payment of Taxes and Claims......................................................................63
         6.05.  Maintenance of Properties; Insurance.............................................................64
         6.06.  Inspection of Property; Books and Records; Discussions...........................................64
         6.07.  Labor Matters....................................................................................64
         6.08.  Maintenance of Permits...........................................................................65
         6.09.  Employee Benefit Matters.........................................................................65
         6.10.  Formation of Subsidiaries........................................................................65
         6.11.  Acquisition or Construction of New Vessels.......................................................66
         6.12.  Hedging Contracts................................................................................66

ARTICLE VII
         Negative Covenants......................................................................................66
         7.01.  Indebtedness.....................................................................................67
         7.02.  Sales of Assets; Liens...........................................................................67
         7.03.  Investments......................................................................................68
         7.04.  Accommodation Obligations........................................................................69
         7.05.  Restricted Junior Payments.......................................................................70
         7.06.  Conduct of Business..............................................................................70
         7.07.  Transactions with Affiliates.....................................................................70
         7.08.  Restriction on Fundamental Changes...............................................................70
         7.09.  Employee Benefit Matters.........................................................................71
         7.10.  Environmental Liabilities........................................................................71
         7.11.  Margin Regulations...............................................................................72
         7.12.  Change of Fiscal Year............................................................................72
         7.13.  Amendment of Certain Documents...................................................................72

ARTICLE VIII
         Financial Covenants.....................................................................................72
         8.01.  Maximum Bank Indebtedness Leverage Ratio.........................................................72
         8.02.  Maximum Total Indebtedness Leverage Ratio........................................................73
         8.03.  Minimum Interest Coverage Ratio..................................................................73
         8.04.  Capital Expenditures.............................................................................73

ARTICLE IX
         Events of Default; Rights and Remedies..................................................................74
         9.01.  Events of Default................................................................................74
         9.02.  Rights and Remedies..............................................................................77

ARTICLE X
         The Agent...............................................................................................77
         10.01.  Appointment.....................................................................................77
</TABLE>

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<TABLE>
<CAPTION>
<S>                                                                                                             <C>
         10.02.  Nature of Duties................................................................................78
         10.03.  Rights, Exculpation, Etc........................................................................78
         10.04.  Reliance........................................................................................79
         10.05.  Indemnification.................................................................................79
         10.06.  The Agent Individually..........................................................................80
         10.07.  Successor Agent; Resignation of Agent...........................................................80
         10.08.  Collateral Matters..............................................................................81
         10.09.  Relations Among Lenders.........................................................................83

ARTICLE XI
         Miscellaneous...........................................................................................83
         11.01.  Survival of Warranties and Agreements...........................................................83
         11.02.  Assignments and Participations..................................................................83
         11.03.  Expenses........................................................................................87
         11.04.  Indemnification and Waiver......................................................................88
         11.05.  Limitation of Liability.........................................................................88
         11.06.  Ratable Sharing.................................................................................89
         11.07.  Amendments and Waivers..........................................................................89
         11.08.  Notices.........................................................................................90
         11.09.  Failure or Indulgence Not Waiver; Remedies Cumulative...........................................90
         11.10.  Termination.....................................................................................91
         11.11.  Marshalling; Recourse to Security; Payments Set Aside...........................................91
         11.12.  Severability....................................................................................91
         11.13.  Headings........................................................................................91
         11.14.  GOVERNING LAW...................................................................................91
         11.15.  Successors and Assigns; Subsequent Holders of Notes.............................................92
         11.16.  CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY TRIAL.........................................92
         11.17.  Counterparts; Effectiveness; Inconsistencies....................................................93
         11.18.  Performance of Obligations......................................................................94
         11.19.  ENTIRE AGREEMENT................................................................................94
         11.20.  Confidentiality.................................................................................95
</TABLE>

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                                    EXHIBITS


<TABLE>
<CAPTION>
<S>               <C>      <C>
Exhibit 1         --       Assignment and Acceptance (Sections 1.01, 11.02(d))

Exhibit 2         --       Compliance Certificate (Sections 1.01, 5.01(e))

Exhibit 3         --       Notice of Borrowing (Sections 1.01, 2.02)

Exhibit 4         --       Notice of Conversion/Continuation (Sections 1.01, 2.03(c))

Exhibit 5         --       Form of Revolving Loan Note (Section 2.02)

Exhibit 6         --       List of Closing Documents (Section 3.01(a))

Exhibit 7         --       Form of Loss Payable Endorsement (Section 6.05)
</TABLE>



                                       iv
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                                    SCHEDULES


<TABLE>
<CAPTION>
<S>                        <C>      <C>
Schedule A                 --       List of Lenders, Domestic and Eurodollar Lending Offices and
                                    Commitments (Sections 1.01, 11.02(c), 11.10)

Schedule 1.01-A            --       Existing Indebtedness (Section 1.01)

Schedule 1.01-B            --       Permitted Existing Liens (Section 1.01)

Schedule 1.01-C            --       Vessels

Schedule 4.01(c)           --       Subsidiaries (Sections 4.01(c), 6.01)

Schedule 4.01(d)           --       Violation of Requirements of Law (Section 4.01(d))

Schedule 4.01(i)           --       Capitalization (Section 4.01(i))

Schedule 4.01(j)           --       Pending or Threatened Litigation  (Section 4.01(j))

Schedule 4.01(l)           --       Tax Assessments (Section 4.01(l))

Schedule 4.01(t)           --       ERISA Matters (Section 4.01(t))

Schedule 4.01(w)           --       Joint Ventures (Section 4.01(w))

Schedule 4.01(x)           --       Labor Matters (Section 4.01(x))

Schedule 6.05              --       Insurance (Section 6.05)

Schedule 7.02(a)           --       Intercompany Leases (Section 7.02(a))
</TABLE>



                                        v
<PAGE>   7
                                CREDIT AGREEMENT




                  This Credit Agreement dated as of February 25, 1999 (as
amended, supplemented, modified or restated from time to time, the "Agreement")
is entered into among THE DELTA QUEEN STEAMBOAT CO., a Delaware corporation
("Borrower"), THE FINANCIAL INSTITUTIONS LISTED ON THE SIGNATURE PAGES HEREOF
and each other financial institution which from time to time becomes a party
hereto in accordance with Section 11.02(a) (together with their respective
successors and assigns, individually, a "Lender" and, collectively, the
"Lenders"), THE CHASE MANHATTAN BANK, a New York banking corporation, in its
separate capacities as Issuing Bank and as Administrative Agent for the Lenders
hereunder (in such latter capacity, the "Agent"), and HIBERNIA NATIONAL BANK, as
Documentation Agent.

                  The parties hereto agree as follows:


                                    ARTICLE I
                                   DEFINITIONS

                  1.01. Certain Defined Terms.

                  The following terms used in this Agreement shall have the
following meanings (such meanings to be applicable, except to the extent
otherwise indicated in a definition of a particular term, both to the singular
and the plural forms of the terms defined):

                  "Accommodation Obligation," as applied to any Person, shall
mean any contractual obligation, contingent or otherwise, of that Person with
respect to any Indebtedness or other obligation or liability of another,
including, without limitation, any such Indebtedness, obligation or liability
directly or indirectly guaranteed, endorsed (otherwise than for collection or
deposit in the ordinary course of business), co-made or discounted or sold with
recourse by that Person, or in respect of which that Person is otherwise
directly or indirectly liable, including Contractual Obligations (contingent or
otherwise) arising through any agreement to purchase, repurchase, or otherwise
acquire such Indebtedness, obligation or liability or any security therefor, or
to provide funds for the payment or discharge thereof (whether in the form of
loans, advances, stock purchases, capital contributions or otherwise), or to
maintain solvency, assets, level of income, or other financial condition, or to
make payment other than for value received. For purposes of interpreting any
provision of this Agreement which refers to the Dollar amount of Accommodation
Obligations of any Person, such provision shall be deemed to mean the maximum
amount of such

<PAGE>   8
Accommodation Obligations or, in the case of an Accommodation Obligation to
maintain solvency, assets, level of income or other financial condition, the
amount of Indebtedness to which such Accommodation Obligation relates, or if
less, the stated maximum, if any, in the documents evidencing such Accommodation
Obligation.

                  "Adjusted LIBO Rate" means, with respect to any Borrowing of
Eurodollar Rate Loans for any Interest Period, an interest rate per annum
(rounded upwards, if necessary, to the next 1/16 of 1%) equal to (a) the LIBO
Rate for such Interest Period multiplied by (b) the Statutory Reserve Rate.

                  "Affiliate," as applied to any Person, shall mean any other
Person directly or indirectly controlling, controlled by, or under common
control with, that Person. For purposes of this definition, "control"
(including, with correlative meanings, the terms "controlling," "controlled by"
and "under common control with"), as applied to any Person, means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of that Person, whether through the
ownership of voting Securities or by contract or otherwise.

                  "Agent" shall have the meaning ascribed to such term in the
preamble hereto and shall include any successor Agent appointed pursuant to
Section 10.07.

                  "Agreement" shall have the meaning ascribed to such term in
the preamble hereto.

                  "Agreement Accounting Principles" shall mean GAAP as of the
date of this Agreement together with any changes in GAAP after the date hereof
which are not "Material Accounting Changes" (as defined below). If any changes
in GAAP are hereafter required or permitted and are adopted by the Borrower with
the agreement of its independent certified public accountants and such changes
result in a material change in the calculation of any of the financial
covenants, restrictions or standards herein or in the related definitions or
terms used therein ("Material Accounting Changes"), the parties hereto agree to
enter into negotiations, in good faith, in order to amend such provisions in a
credit neutral manner so as to reflect equitably such changes with the desired
result that the criteria for evaluating the Borrower's financial condition shall
be the same after such changes as if such changes had not been made; provided,
however, that no Material Accounting Change shall be given effect in such
calculations until such provisions are amended, in a manner reasonably satis-
factory to the Requisite Lenders. In the event such amendment is entered into,
all references in this Agreement to Agreement Accounting Principles shall mean
GAAP as of the date of such amendment together with any changes in GAAP after
the date of such amendment which are not Material Accounting Changes.

                  "Agreement Obligations" shall mean all Obligations other than
with respect to Eligible Hedging Contracts.

                  "Alternate Base Rate" shall mean, for any day, a rate per
annum equal to the greatest of (a) the Prime Rate in effect on such day, (b) the
Base CD Rate in effect on such day plus 1% and

                                       2
<PAGE>   9
(c) the Federal Funds Effective Rate in effect on such day plus 1/2 of 1%. Any
change in the Alternate Base Rate due to a change in the Prime Rate, the Base CD
Rate or the Federal Funds Effective Rate shall be effective from and including
the effective date of such change in the Prime Rate, the Base CD Rate or the
Federal Funds Effective Rate, respectively.

                  "American Queen" shall mean the vessel of the same name
identified on Schedule 1.01-C.

                  "Applicable Base Rate Margin" as at any date of determination,
shall be the rate per annum then applicable to Base Rate Loans determined in
accordance with the provisions of Section 2.03(e).

                  "Applicable Eurodollar Rate Margin" as at any date of
determination, shall be the rate per annum then applicable to Eurodollar Rate
Loans determined in accordance with the provisions of Section 2.03(e).

                  "Applicable Lending Office" shall mean, with respect to each
Lender, such Lender's Domestic Lending Office, in the case of a Base Rate Loan
and such Lender's Eurodollar Lending Office, in the case of a Eurodollar Rate
Loan.

                  "Applicable Margin" shall mean the Applicable Base Rate Margin
and/or the Applicable Eurodollar Rate Margin, as the case may be.

                  "Assessment Rate" shall mean, for any day, the annual
assessment rate in effect on such day that is payable by a member of the Bank
Insurance Fund classified as "well-capitalized" and within supervisory subgroup
"B" (or a comparable successor risk classification) within the meaning of 12
C.F.R. Part 327 (or any successor provision) to the FDIC for insurance by the
FDIC of time deposits made in dollars at the offices of such member in the
United States; provided that if, as a result of any change in any law, rule or
regulation, it is no longer possible to determine the Assessment Rate as
aforesaid, then the Assessment Rate shall be such annual rate as shall be
determined by the Agent to be representative of the cost of such insurance to
the Lenders.

                  "Assignment and Acceptance" shall mean an Assignment and
Acceptance in the form of Exhibit 1 (with blanks appropriately filled in)
delivered to the Agent in connection with an assignment of a Lender's interest
under this Agreement pursuant to Section 11.02.

                  "Bank Indebtedness Leverage Ratio" shall mean, for any fiscal
quarter, the ratio of (a) the total Revolving Credit Exposures on the last day
of such fiscal quarter to (b) DQSC EBITDA less GAQSC EBITDA, in each case for
the four fiscal quarter period ending on the last day of such fiscal quarter,
determined in accordance with Agreement Accounting Principles consistently
applied.

                  "Base CD Rate" shall mean the sum of (a) the Three-Month
Secondary CD Rate multiplied by the Statutory Reserve Rate plus (b) the
Assessment Rate.

                                        3
<PAGE>   10
                  "Base Rate Loans" shall mean all Loans outstanding which bear
interest at a rate determined by reference to the Alternate Base Rate, as
provided in Section 2.03(a)(i).

                  "Benefit Plan" shall mean a defined benefit plan as defined in
Section 3(35) of ERISA (other than a Multiemployer Plan) in respect of which
Borrower or any ERISA Affiliate is, or within the immediately preceding six (6)
years was, an "employer" as defined in Section 3(5) of ERISA.

                  "Borrower" shall have the meaning ascribed to such term in the
preamble hereto.

                  "Borrower Subsidiaries" shall mean any Subsidiary of the
Borrower.

                  "Borrowing" shall mean a borrowing consisting of Loans of the
same Type, having the same Interest Period, in the case of Eurodollar Rate
Loans, and made on the same day by the Lenders.

                  "Business Day" shall mean (i) for all purposes other than as
described by clause (ii) below, any day excluding Saturday, Sunday and any day
which is a legal holiday under the laws of the State of New York, or is a day on
which banking institutions located in New York are required or authorized by law
or other governmental action to close and (ii) with respect to all notices,
determinations, fundings and payments in connection with Eurodollar Rate Loans,
any day which is a Business Day described in clause (i) and which is also a day
for trading in dollar deposits by and between banks in the London interbank
Eurodollar market.

                  "Capital Lease," as applied to any Person, shall mean any
lease of any property (whether real, personal, or mixed) by that Person as
lessee which, in conformity with Agreement Accounting Principles, is or should
be accounted for as a capital lease on the balance sheet of that Person.

                  "Carryover Amount" shall have the meaning ascribed to such
term in Section 8.04.

                  "Cash Equivalents" shall mean (i) marketable direct
obligations issued or unconditionally guaranteed by the United States Government
or issued by an agency thereof and backed by the full faith and credit of the
United States of America, in each case maturing within one year after the date
of acquisition thereof; (ii) marketable direct obligations issued by any state
or municipality of the United States of America maturing or puttable within six
months after the date of acquisition thereof and, at the time of acquisition,
having one of the two highest short-term ratings obtainable from either Standard
& Poor's Rating Services ("S&P") or Moody's Investors Service, Inc. ("Moody's")
(or, if at any time neither S&P nor Moody's shall be rating such obligations,
then from such other nationally recognized rating services acceptable to the
Agent); and (iii) commercial paper (other than commercial paper issued by
Parent, Borrower or any of their respective Subsidiaries or any of their
Affiliates), domestic and Eurodollar certificates of deposit, time deposits or
bankers' acceptances, in any such case maturing no more than 180 days after the
date of acquisition thereof and, at the time of the acquisition thereof, the
issuer's rating on its commercial

                                       4
<PAGE>   11
paper is at least A-1 or P-1 from either S&P or Moody's (or, if at any time
neither S&P nor Moody's shall be rating such obligations, then the highest
rating from other nationally recognized rating services acceptable to the
Agent).

                  "Cash Interest Expense" shall mean, with respect to any Person
on a consolidated basis for any period, the sum of (a) interest expense of such
Person for such period (excluding the amortization of all fees payable in
connection with the incurrence of the Obligations) and (b) capitalized interest
of such Person for such period, determined in accordance with Agreement
Accounting Principles consistently applied.

                  "Change of Control" shall mean that either (a) the Zell Group
shall cease to own, directly or indirectly, more than 10% of the combined voting
power of the Parent's outstanding securities ordinarily having the right to vote
at elections of directors (excluding any such securities which Ann Lurie has the
right to vote, or to direct or control the right to vote, at elections of
directors without the consent or approval of any other person), (b) Sam Zell
shall cease to be a director of the Parent or (c) the Parent shall cease to
directly own 100% of the Borrower's outstanding securities ordinarily having the
right to vote at elections of directors.

                  "Coastal Cruiser One" shall mean the first of two new coastal
cruise ships to be constructed by the Borrower (or a Subsidiary of the Borrower)
for passenger use in the Borrower's cruise business.

                  "Coastal Cruiser Two" shall mean the second of two new coastal
cruise ships to be constructed by the Borrower (or a Subsidiary of the Borrower)
for passenger use in the Borrower's cruise business.

                  "Collateral" shall mean all property and interests in property
now owned or hereafter acquired by the Borrower or any of its Subsidiaries in or
upon which a security interest, pledge, lien or mortgage is intended to be
granted, or of which a collateral assignment is intended to be made, under the
Collateral Documents.

                  "Collateral Documents" shall mean the Security Agreement, the
Subsidiary Security Agreements, the Subsidiary Guaranties, the Intellectual
Property Agreements, the Pledge Agreements, the Ship Mortgages, and all other
security agreements, mortgages, deeds of trust, collateral assignments,
financing statements and other agreements, conveyances or documents at any time
delivered to the Agent by the Borrower or any Borrower Subsidiary which intend
to create or evidence Liens to secure or to guarantee the Obligations.

                  "Commission" shall mean the Securities and Exchange Commission
or any Governmental Authority succeeding to the functions thereof.

                  "Commitment" shall mean, with respect to each Lender, the
commitment of such Lender to make Revolving Loans and to acquire participations
in Letters of Credit hereunder,

                                        5
<PAGE>   12
expressed as an amount representing the maximum aggregate amount of such
Lender's Revolving Credit Exposure hereunder, as such commitment may be (a)
reduced from time to time pursuant to Section 2.02(d) and (b) reduced or
increased from time to time pursuant to assignments by or to such Lender
pursuant to Section 11.02. The initial amount of each Lender's Commitment is set
forth on Schedule A, or in the Assignment and Acceptance pursuant to which such
Lender shall have assumed its Commitment, as applicable. The initial aggregate
amount of the Lenders' Commitments is $70,000,000. "Commitments" shall mean the
aggregate amount of the Commitments of all Lenders.

                  "Commitment Fee" shall have the meaning ascribed to that term
in Section 2.05(a).

                  "Compliance Certificate" shall mean an Officer's Certificate
in substantially the form of Exhibit 2 delivered to the Agent and each Lender by
Borrower pursuant to Section 5.01(d) and covering Borrower's compliance with the
covenants contained in Article VIII and certain other provisions of this
Agreement.

                  "Consolidated Borrower Group" shall mean the Borrower and all
of its Subsidiaries on a consolidated basis.

                  "Consolidated Net Income" shall mean, with respect to any
Person on a consolidated basis for any period, net income for such period
including, without duplication, the proceeds of business interruption insurance
in respect of cruise revenues but excluding from the definition of Consolidated
Net Income the effect of any extraordinary or non-recurring gains or losses, all
computed on a consolidated basis in accordance with Agreement Accounting
Principles consistently applied.

                  "Contaminant" shall mean any pollutant, hazardous substance,
hazardous chemical, toxic substance, hazardous waste or special waste, as those
terms are defined in federal, state or local laws and regulations, radioactive
material, petroleum, including crude oil or any petroleum-derived substance, or
breakdown or decomposition product thereof, or any constituent of any such
substance or waste, including but not limited to polychlorinated biphenyls and
asbestos.

                  "Contractual Obligation", as applied to any Person, shall mean
any provision of any Securities issued by that Person or any indenture,
mortgage, deed of trust, contract, undertaking, document, instrument or other
agreement or instrument to which that Person is a party or by which it or any of
its properties is bound, or to which it or any of its properties is subject
(including, without limitation, any restrictive covenant affecting such Person
or any of its properties).

                  "Contribution Agreement" shall mean that certain Contribution
Agreement executed by each of the Subsidiaries of the Borrower (other than
GAQSC) of even date herewith, as the same may be amended, restated, supplemented
or otherwise modified from time to time with the consent of the Requisite
Lenders.

                                        6
<PAGE>   13
                  "Customary Permitted Liens" shall mean (i) Liens (other than
Environmental Liens, Liens imposed under ERISA or Enforceable Judgments) for
claims, taxes, assessments or charges of any Governmental Authority not yet due
or which are being contested in good faith by appropriate proceedings and with
respect to which adequate reserves or other appropriate provisions are being
maintained in accordance with Agreement Accounting Principles, (ii) statutory
Liens of landlords, bankers, carriers, warehousemen, mechanics, materialmen, and
other Liens (other than Environmental Liens, Liens imposed under ERISA or
Enforceable Judgments) imposed by law including without limitation preferred
maritime liens, arising in the ordinary course of business and for amounts which
(A) are not yet due, (B) are not more than thirty (30) days past due as long as
no notice of default has been given or other action taken to enforce such Liens,
or (C) (1) are not more than thirty (30) days past due and a notice of default
has been given or other action taken to enforce such Liens, or (2) are more than
thirty (30) days past due, and, in the case of clause (1) or (2), are being
contested in good faith by appropriate proceedings which are sufficient to
prevent imminent foreclosure of such Liens and with respect to which adequate
reserves or other appropriate provisions are being maintained in accordance with
Agreement Accounting Principles, (iii) Liens (other than Environmental Liens,
Liens imposed under ERISA or Enforceable Judgments) incurred or deposits made in
the ordinary course of business (including, without limitation, surety bonds and
appeal bonds) in connection with workers' compensation, unemployment insurance
and other types of employment benefits or to secure the performance of tenders,
bids, leases, contracts (other than for the repayment of Indebtedness),
statutory obligations and other similar obligations or arising as a result of
progress payments under government contracts, (iv) easements (including, without
limitation, reciprocal easement agreements and utility agreements),
rights-of-way, covenants, consents, rights of landlords, reservations,
encroachments, variations and other restrictions, charges or encumbrances
(whether or not recorded) affecting the use of real property, which do not
materially interfere with the ordinary conduct of the business of Borrower or
any of its Subsidiaries, (v) Liens in favor of customs and revenue authorities
arising as a matter of law to secure payment of customs duties in connection
with the importation of goods; and (vi) precautionary filings of financing
statements in connection with Operating Leases entered into in the ordinary
course of business.

                  "Default Rate" shall have the meaning ascribed to that term in
Section 2.03(d).

                  "Delta Queen" shall mean the vessel of the same name
identified on Schedule 1.01-C.

                  "DOL" shall mean the United States Department of Labor and any
successor department or agency.

                  "Dollars" and "$" shall mean the lawful money of the United
States of America.

                  "Domestic Lending Office" means, with respect to any Lender,
the office of such Lender specified as its "Domestic Lending Office" under its
name on Schedule A or on the Assignment and Acceptance by which it became a
Lender or such other office of such Lender as such Lender may from time to time
specify by written notice to Borrower and the Agent.

                                        7
<PAGE>   14
                  "DQSC EBITDA" shall mean EBITDA for the Consolidated Borrower
Group.

                  "EBITDA" shall mean, with respect to any Person on a
consolidated basis for any period, the sum for such Person for such period of
Consolidated Net Income plus, to the extent reflected in the income statement of
such Person for such period from which Consolidated Net Income is determined,
without duplication, (i) interest expense, (ii) federal, state and local income
and franchise tax expense, (iii) depreciation expense, (iv) amortization
expense, and (v) any other noncash items which had the effect of reducing
Consolidated Net Income for such period, but minus any noncash items which had
the effect of increasing Consolidated Net Income for such period.

                  "Effective Date" shall mean the date on which the conditions
specified in Section 3.01 are satisfied (or waived in accordance with Section
11.07).

                  "Eligible Hedging Contract" shall mean Hedging Contracts with
any Lender or any Affiliate of any Lender as the counterparty.

                  "Enforceable Judgment" means a judgment or order as to which
(a) the Borrower has not demonstrated to the reasonable satisfaction of the
Agent that the Borrower is covered by third-party insurance (other than
retro-premium insurance that determines retro-premiums solely on the basis of
losses of the Borrower) therefor or that the Borrower has adequate reserves
therefor and (b) the period, if any, during which the enforcement of such
judgment or order is stayed shall have expired, it being understood that a
judgment or order which is under appeal or as to which the time in which to
perfect an appeal has not expired shall not be deemed an "Enforceable Judgment"
so long as enforcement thereof is effectively stayed pending the outcome of such
appeal or the expiration of such period, as the case may be; provided that if
enforcement of a judgment or order has been stayed on condition that a bond or
collateral equal to or greater than $2,500,000 be posted or provided, such
judgment or order shall be an "Enforceable Judgment."

                  "Environmental Lien" shall mean a Lien in favor of any
Governmental Authority for (i) any liability of the Borrower or any of its
Subsidiaries under federal or state environmental laws or regulations, or (ii)
damages arising from, or costs incurred by such Governmental Authority in
response to, a Release or threatened Release of a Contaminant into the
environment.

                  "ERISA" shall mean the Employee Retirement Income Security Act
of 1974, as amended from time to time, and any successor statute.

                  "ERISA Affiliate" shall mean any (i) corporation which is a
member of the same controlled group of corporations (within the meaning of
Section 414(b) of the IRC) as Borrower or any of its Subsidiaries, (ii)
partnership or other trade or business (whether or not incorporated) under
common control (within the meaning of Section 414(c) of the IRC) with Borrower
or any of its Subsidiaries, and (iii) member of the same affiliated service
group (within the meaning of Section 414(m) of the IRC) as Borrower or any of
its Subsidiaries, any corporation described in clause (i) above or any
partnership or trade or business described in clause (ii) above.

                                        8
<PAGE>   15
                  "Eurodollar Lending Office" means, with respect to any Lender,
the office of such Lender specified as its "Eurodollar Lending Office" under its
name on Schedule A or on the Assignment and Acceptance by which it became a
Lender (or, if no such office is specified, its Domestic Lending Office) or such
other office of such Lender as such Lender may from time to time specify by
written notice to Borrower and the Agent.

                  "Eurodollar Rate Loans" shall mean those Loans outstanding
which bear interest at a rate determined by reference to the Adjusted LIBO Rate
as provided in Section 2.03(a)(ii).

                  "Event of Default" shall mean any of the occurrences set forth
in Section 9.01 after the expiration of any applicable grace period expressly
provided therein.

                  "Existing Indebtedness" shall mean the Indebtedness of the
Borrower or any of its Subsidiaries reflected on Schedule 1.01-A.

                  "FDIC" shall mean the Federal Deposit Insurance Corporation or
any Governmental Authority succeeding to its functions.

                  "Federal Funds Effective Rate" shall mean, for any day, the
weighted average (rounded upwards, if necessary, to the next 1/100 of 1%) of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers, as published on the next
succeeding Business Day by the Federal Reserve Bank of New York, or, if such
rate is not so published for any day that is a Business Day, the average
(rounded upwards, if necessary, to the next 1/100 of 1%) of the quotations for
such day for such transactions received by the Agent from three Federal funds
brokers of recognized standing selected by it.

                  "Federal Reserve Board" shall mean the Board of Governors of
the Federal Reserve System or any Governmental Authority succeeding to its
functions.

                  "Fee Letter" shall have the meaning ascribed to that term in
Section 2.05(c).

                  "Fiscal Year" shall mean the fiscal year of the Borrower,
which shall be each twelve (12) month period ending on December 31 of each
calendar year or such other period as the Borrower may designate and the
Requisite Lenders may approve in writing.

                  "Funding Date" shall mean, with respect to any Loan, the date
of the funding of such Loan, and with respect to any Letter of Credit, the date
of the issuance of such Letter of Credit..

                  "GAAP" shall mean generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants and statements and
pronouncements of the Financial Accounting Standards Board, or in such other
statements by such other entity as may be in general use by significant

                                       9
<PAGE>   16
segments of the accounting profession, which are applicable to the circumstances
as of the date of determination.

                  "GAQSC" shall mean Great AQ Steamboat, L.L.C., a Delaware
limited liability company (successor by merger to Great AQ Steamboat Co., a
Delaware corporation).

                  "GAQSC Depository Agreement" shall mean the Depository
Agreement dated as of August 24, 1995, among GAQSC, the Secretary and The Bank
of New York, as Depository-Bailee.

                  "GAQSC EBITDA" shall mean EBITDA for GAQSC.

                  "GAQSC Financial Agreement" shall mean the Title XI Reserve
Fund and Financial Agreement dated as of August 24, 1995, between GAQSC and the
Secretary.

                  "GAQSC Guaranty" shall mean the Guaranty Agreement dated as of
August 24, 1995, executed by the Borrower in favor of the Secretary guaranteeing
the payment and performance by GAQSC of the Secretary's Note.

                  "GAQSC Obligations" shall mean the United States Government
Guaranteed Ship Financing Obligations, American Queen Series, issued by GAQSC in
the aggregate original principal amount of $60,589,000 under the GAQSC Trust
Indenture.

                  "GAQSC Security Agreement" shall mean the Security Agreement
dated as of August 24, 1995, between GAQSC and the Secretary, securing payment
of the Secretary's Note.

                  "GAQSC Ship Mortgage" shall mean the First Preferred Ship
Mortgage dated as of August 24, 1995, executed by GAQSC, as shipowner and
mortgagor, in favor of the Secretary, as mortgagee, covering the American Queen
and securing payment of the Secretary's Note.

                  "GAQSC Trust Indenture" shall mean the Trust Indenture dated
as of August 24, 1995, between GAQSC and The Bank of New York, as Indenture
Trustee.

                  "Governmental Authority" shall mean any nation, state,
sovereign, or government, any federal, regional, state, local or political
subdivision and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government including
without limitation, any central bank.

                  "Hedging Contract" shall mean (i) any exchange-traded or
over-the-counter futures, forward, swap or option contract or other financial
instrument with similar characteristics, or (ii) any agreements, devices or
arrangements providing for payments related to fluctuations of interest rates,
exchange rates, forward rates or commodity prices, including, but not limited
to, interest rate swap or exchange agreements, forward currency exchange
agreements, interest rate cap or collar protection agreements, forward rate
currency or interest rate options.


                                       10
<PAGE>   17
                  "Holders of Secured Obligations" shall mean the holders of the
Obligations from time to time and shall refer to (i) each Lender in respect of
its Revolving Credit Exposure, (ii) the Issuing Bank in respect of Letters of
Credit and LC Disbursements, (iii) the Agent and the Lenders in respect of all
other present and future obligations and liabilities of Borrower of every type
and description arising under or in connection with this Agreement or any other
Loan Document, (iv) each other Person entitled to indemnification pursuant to
Section 11.04, in respect of the obligations and liabilities of Borrower to such
Person thereunder, (v) each Lender and each Affiliate of each Lender, in respect
of all obligations and liabilities of Borrower to such Lender or such Affiliate
as exchange party or counterparty under any Eligible Hedging Contract, and (vi)
their respective successors, transferees and assigns.

                  "Indebtedness" of any Person shall mean, without duplication,
(i) all indebtedness, obligations or other liabilities of such Person for
borrowed money or under any debt Securities, whether or not subordinated, (ii)
all obligations with respect to redeemable stock and redemption or repurchase
obligations under any equity securities or profit payment agreements, (iii) all
reimbursement obligations (absolute or contingent) and other liabilities of such
Person with respect to letters of credit issued for such Person's account or for
which such party is a co-applicant, (iv) all obligations of such Person to pay
the purchase price of property or services, except trade payables and accrued
expenses incurred by such Person in the ordinary course of business, (v) all
obligations in respect of Capital Leases of such Person, (vi) all Accommodation
Obligations of such Person, (vii) all indebtedness, obligations or other
liabilities, contingent or otherwise, of such Person or others secured, by a
Lien on any asset of such Person, whether or not such indebtedness, obligations
or liabilities are assumed by or are a personal liability of such Person, (viii)
all obligations upon which interest charges are customarily paid (including zero
coupon instruments) and (ix) all obligations under conditional sale or other
title retention agreements relating to property purchased by such Person.

                  "Initial Funding" shall mean the first funding of any Loans
hereunder.

                  "Initial Funding Date" shall mean the date, if any, on which
the Initial Funding occurs.

                  "Intellectual Property Agreements" shall mean any and all
patent and/or trademark security agreements executed by the Borrower and certain
of its Subsidiaries in favor of the Agent on behalf of itself and the Holders of
Secured Obligations as the same may be amended, restated, supplemented or
otherwise modified from time to time.

                  "Intercompany Receivables" shall mean the aggregate
outstanding balance of all receivables owed to the Borrower by the Parent.

                  "Interest Coverage Ratio" shall mean, for any period, the
ratio of (a) DQSC EBITDA for such period to (b) Cash Interest Expense for the
Consolidated Borrower Group for such period, determined in accordance with
Agreement Accounting Principles consistently applied.

                                       11
<PAGE>   18
                  "Interest Payment Date" shall mean with respect to any
Eurodollar Rate Loan, (i) the last day of each Interest Period applicable to
such Loan and (ii) with respect to any Eurodollar Rate Loan having an Interest
Period in excess of three (3) calendar months, the last day of each three (3)
calendar month interval during such Interest Period and, in addition, the date
of any refinancing or conversion of such Borrowing with or to a Borrowing of a
different Type.

                  "Interest Period" shall have the meaning ascribed to such term
in Section 2.08.

                  "Interest Rate Determination Date" shall mean the date on
which the Agent determines the LIBO Rate applicable to a Borrowing, continuation
or conversion of Eurodollar Rate Loans. The Interest Rate Determination Date
shall be the second (2nd) Business Day prior to the first day of the Interest
Period applicable to such Borrowing, continuation or conversion.

                  "Investment" shall have the meaning ascribed to that term in
Section 7.03.

                  "IRC" shall mean the Internal Revenue Code of 1986, as amended
from time to time hereafter, and any successor statute.

                  "IRS" shall mean the Internal Revenue Service of the United
States or any Governmental Authority succeeding to the functions thereof.

                  "Issuing Bank" shall mean The Chase Manhattan Bank, in its
capacity as the issuer of Letters of Credit hereunder, and its successors in
such capacity as provided in Section 2.04(i). The Issuing Bank may, in its
discretion, arrange for one or more Letters of Credit to be issued by Affiliates
of the Issuing Bank, in which case the term "Issuing Bank" shall include any
such Affiliate with respect to Letters of Credit issued by such Affiliate.

                  "LC Disbursement" shall mean a payment made by the Issuing
Bank pursuant to a Letter of Credit.

                  "LC Exposure" shall mean, at any time, the sum of (a) the
aggregate undrawn amount of all outstanding Letters of Credit at such time plus
(b) the aggregate amount of all LC Disbursements that have not yet been
reimbursed by or on behalf of the Borrower at such time. The LC Exposure of any
Lender at any time shall be its Pro Rata Share of the total LC Exposure at such
time.

                  "Lender" shall have the meaning ascribed to such term in the
preamble and shall include The Chase Manhattan Bank, in its individual capacity,
and each Person which at any time becomes a Lender pursuant to Section 11.02(a).

                  "Letter of Credit" shall mean any letter of credit issued
pursuant to this Agreement.

                                       12
<PAGE>   19
                  "Liabilities and Costs" shall mean all liabilities, claims,
obligations, responsibilities, losses, damages, punitive damages, consequential
damages, treble damages, charges, costs and expenses (including, without
limitation, attorneys', experts' and consulting fees and costs of investigation
and feasibility studies), fines, penalties and monetary sanctions, interest,
direct or indirect, known or unknown, absolute or contingent, past, present or
future.

                  "LIBO Rate" shall mean, with respect to any Borrowing of
Eurodollar Rate Loans for any Interest Period, the rate appearing on Page 3750
of the Telerate Service (or on any successor or substitute page of such Service,
or any successor to or substitute for such Service, providing rate quotations
comparable to those currently provided on such page of such Service, as
determined by the Agent from time to time for purposes of providing quotations
of interest rates applicable to dollar deposits in the London interbank market)
at approximately 11:00 a.m., London time, two Business Days prior to the
commencement of such Interest Period, as the rate for dollar deposits with a
maturity comparable to such Interest Period. In the event that such rate is not
available at such time for any reason, then the "LIBO Rate" with respect to such
Borrowing for such Interest Period shall be the rate at which dollar deposits of
$5,000,000 and for a maturity comparable to such Interest Period are offered by
the principal London office of the Agent in immediately available funds in the
London interbank market at approximately 11:00 a.m., London time, two Business
Days prior to the commencement of such Interest Period.

                  "Lien" shall mean any mortgage, deed of trust, pledge,
hypothecation, assignment, deposit arrangement, security interest, encumbrance
(including, but not limited to, easements, rights of way and the like),
judgment, lien (statutory or other), Environmental Lien, Enforceable Judgment,
charge, security agreement or transfer intended as security, including, without
limitation, any conditional sale or other title retention agreement, the
interest of a lessor under a Capital Lease, any financing lease having
substantially the same economic effect as any of the foregoing and, in the case
of securities, any purchase option, call or similar right of a third party with
respect to such securities.

                  "Loan" shall mean any Revolving Loan.

                  "Loan Account" shall have the meaning ascribed to such term in
Section 2.07(d).

                  "Loan Documents" shall mean this Agreement, the Notes, the Fee
Letter, the Collateral Documents and all other agreements delivered to the
Agent, the Issuing Bank or any Lender by or on behalf of the Borrower or any of
its Subsidiaries in satisfaction or furtherance of the requirements of this
Agreement or any other Loan Document.

                  "Maintenance Capital Expenditures" shall mean, with respect to
any Person on a consolidated basis for any period, the aggregate of all
expenditures incurred by such Person during such period that, in accordance with
Agreement Accounting Principles, are or should be included in "additions to
property, plant or equipment" or similar items reflected in the statement of
cash flows of such Person, including maintenance, renovation and layup
expenditures but excluding

                                       13
<PAGE>   20
interest and start-up expenses that otherwise would be included; provided,
however, that Maintenance Capital Expenditures shall not include (i)
expenditures of proceeds of insurance settlements in respect of lost, destroyed
or damaged assets, equipment or other property to the extent such expenditures
are made to replace or repair such lost, destroyed or damaged assets, equipment
or other property within 6 months of the receipt of any such insurance proceeds
related to such destruction or damage, or (ii) expenditures in connection with
the purchasing, outfitting or construction of the New Vessels.

                  "MARAD Financing" shall mean the long-term mortgage financing
of the American Queen guaranteed by the Secretary in an initial amount of
$60,589,000 as evidenced by the GAQSC Trust Indenture.

                  "Margin Stock" shall have the meaning ascribed to such term in
Regulation U.

                  "Material Adverse Effect" shall mean a material adverse effect
(a) upon the business, assets or other properties, liabilities or condition
(financial or otherwise) or results of operations of Borrower, individually, or
the Consolidated Borrower Group taken as a whole or (b) upon the ability of any
of the Borrower or any of its Subsidiaries to perform any of their respective
Obligations under any Loan Document in any material respects to which it is or
will be a party, including, without limitation, payment of the Obligations.

                  "Mississippi Queen" shall mean the vessel of the same name
identified on Schedule 1.01-C.

                  "Multiemployer Plan" shall mean a "multiemployer plan" as
defined in Section 4001 (a)(3) of ERISA which is, or within the immediately
preceding six (6) years was, contributed to by either Borrower or any ERISA
Affiliate.

                  "Net Interest Expense" shall mean, with respect to any Person
on a consolidated basis for any period, Cash Interest Expense of such Person for
such period minus interest income of such Person for such period calculated in
accordance with Agreement Accounting Principles.

                  "Net Proceeds" shall mean with respect to any Prepayment Event
(a) the gross amount of cash proceeds (including in each Fiscal Year the amount
of insurance settlements and condemnation awards in such fiscal year in excess
of Set Aside Amounts (it being understood that Set Aside Amounts shall not be
included in "Net Proceeds," and may be retained by the Borrower or a Subsidiary
of Borrower, as applicable, for the purposes described in clause (a) of the
definition of the term "Set Aside Amount", unless and until any such amount
shall cease to be a "Set Aside Amount" as a result of any failure to meet any of
the criteria set forth in clause (a) or (b) of such definition)) paid to or
received by the Borrower or any Subsidiary of Borrower in respect of such
Prepayment Event (including cash proceeds subsequently received in respect of
such Prepayment Event in respect of non-cash consideration initially received or
otherwise), less (b) the amount, if any, of all taxes (other than income taxes)
and the Borrower's good-faith best estimate of all income

                                       14
<PAGE>   21
taxes (to the extent that such amount shall have been set aside for the purpose
of paying such taxes when due), and customary fees, commissions, costs and other
expenses (other than those payable to the Borrower, any Affiliate of the
Borrower or any Subsidiary of Borrower) that are incurred in connection with
such Prepayment Event and are payable by the seller or the transferor of the
assets or property or issuer of the securities, as the case may be, to which
such Prepayment Event relates, and, in the case of any Prepayment Event
described in clause (i) of the definition of "Prepayment Event," the amount of
all Indebtedness secured by a Lien on the assets to which such Prepayment Event
relates which is repaid in connection with such Prepayment Event, but in any
case under this clause (b) only to the extent such amount was not already
deducted in arriving at the amount referred to in clause (a).

                  "New Vessel" shall mean any new vessel purchased or built or
otherwise acquired by the Borrower or any of its Subsidiaries for operation in
its cruise business, including, without limitation, the Western Riverboat,
Coastal Cruiser One and Coastal Cruiser Two.

                  "New Vessel Capital Expenditures" shall mean, with respect to
any Person on a consolidated basis for any period, all expenditures incurred by
such Person during such period that would be Maintenance Capital Expenditures
but for the exclusion in clause (ii) of the definition of "Maintenance Capital
Expenditures" of expenditures in connection with the purchasing, outfitting or
construction of the New Vessels.

                  "Notes" shall mean the amended and restated revolving loan
notes executed by the Borrower and delivered to each Lender pursuant to Section
2.02 or Section 11.02.

                  "Notice of Borrowing" shall mean, with respect to a proposed
Borrowing pursuant to Section 2.02(a), a notice substantially in the form of
Exhibit 3.

                  "Notice of Conversion/Continuation" shall mean, with respect
to a proposed conversion or continuation of a Loan pursuant to Section 2.03(c),
a notice substantially in the form of Exhibit 4.

                  "Obligations" shall mean the principal of and all interest on
all Loans, all reimbursement obligations with respect to Letters of Credit, all
fees, expense reimbursements, taxes, compensation and indemnities payable by
Borrower to the Agent or any Lender pursuant to this Agreement and all other
present and future Indebtedness and other liabilities of Borrower owing to the
Agent, any Lender, any Affiliate of any Lender (in connection with any Eligible
Hedging Contract) or any Person entitled to indemnification pursuant to Section
11.04, or any of their respective successors, permitted transferees or assigns,
of every type and description, whether or not evidenced by any note, guaranty or
other instrument, arising under or in connection with this Agreement, any Note,
the Fee Letter, any other Loan Document or any Eligible Hedging Contract whether
or not for the payment of money, whether direct or indirect (including those
acquired by assignment), absolute or contingent, due or to become due, now
existing or hereafter arising and however arising.

                                       15
<PAGE>   22
                  "Officer's Certificate" shall mean, as to any corporation, a
certificate executed on behalf of such corporation by its chairman or vice
chairman of the board (if an officer), its president or any vice president, its
chief financial officer, its controller or its treasurer.

                  "Operating Lease" shall mean, as applied to any Person, any
lease of any Property by that Person as lessee which is not a Capital Lease.

                  "Other Indebtedness" shall mean all Indebtedness of Borrower
and its Subsidiaries other than the Obligations.

                  "Parent" shall mean American Classic Voyages Co., a Delaware
corporation.

                  "PBGC" shall mean the Pension Benefit Guaranty Corporation and
any Person succeeding to the functions thereof.

                  "Permits" shall mean any permit, approval, consent,
authorization, license, variance, or permission required from a Governmental
Authority under an applicable Requirement of Law.

                  "Permitted Amount" shall mean $5,000,000; provided that (i)
such amount shall increase to $7,000,000 if the Borrower's Total Indebtedness
Leverage Ratio is not greater than 3.25 to 1; (ii) such amount shall increase to
$10,000,000 if the Borrower's Total Indebtedness Leverage Ratio is not greater
than 3.00 to 1; and (iii) such amount shall increase to $15,000,000 if the
Borrower's Total Indebtedness Leverage Ratio is not greater than 2.50 to 1. The
Borrower's Total Indebtedness Leverage Ratio shall be determined for this
purpose as of the end of the most recently completed fiscal quarter for which
the Borrower has delivered financial statements and a Compliance Certificate in
accordance with Section 5.01, but giving effect to any Indebtedness incurred in
connection with the applicable Investment and/or Restricted Junior Payment.

                  "Permitted Existing Liens" shall mean the Liens on any
property of the Borrower or its Subsidiaries, in each case reflected on Schedule
1.01-B.

                  "Person" shall mean any natural person, corporation, limited
partnership, general partnership, joint stock company, joint venture,
association, company, trust, bank, trust company, land trust, business trust or
other organization, whether or not a legal entity, or any other non-governmental
entity, or any Governmental Authority.

                  "Plan" shall mean an employee benefit plan defined in Section
3(3) of ERISA in respect of which either the Borrower or any ERISA Affiliate is,
or within the immediately preceding six (6) years was, an "employer" as defined
in Section 3(5) of ERISA.

                  "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

                                       16
<PAGE>   23
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.

                  "Potential Event of Default" shall mean an event, condition or
circumstance which, with the giving of notice or the lapse of time, or both,
would constitute an Event of Default.

                  "Prepayment Event" shall mean (i) any sale, lease, transfer,
assignment, loss, damage or destruction (in the case of loss, damage or
destruction, to the extent covered by insurance) or other disposition of assets
(including trademarks and other intangibles), business units, individual
business assets or property of the Borrower or any of its Subsidiaries,
including the sale, transfer or disposition of any capital stock thereof or (ii)
the incurrence, creation or assumption by the Borrower or its Subsidiaries of
any Indebtedness (other than Indebtedness that is permitted to be incurred
pursuant to Section 7.01) or the issuance or sale by the Borrower or any
Subsidiaries of the Borrower of any debt securities or any obligations
convertible into or exchangeable for, or giving any person or entity any right,
option or warrant to acquire from the Borrower or any of the Subsidiaries of
Borrower any Indebtedness or any such debt securities or any such convertible or
exchangeable obligations; provided, however, that none of the following shall be
deemed to be a "Prepayment Event": (a) the sale of inventory in the ordinary
course of business, (b) the sale, lease, transfer, assignment or other
disposition of assets of the Borrower or any Subsidiary of the Borrower to the
Borrower or any other Wholly-Owned Subsidiary of the Borrower, (c) the sale,
lease, transfer, assignment or other disposition of assets of the Borrower or
any of its Subsidiaries (other than dispositions described in clauses (a) or (b)
of this proviso) to the extent that the Net Proceeds of any such disposition of
assets received since the Effective Date do not in the aggregate exceed
$5,000,000, and (d) the loss, damage or destruction of assets of the Borrower or
any of its Subsidiaries (to the extent covered by insurance) to the extent that
the Net Proceeds of any single loss do not exceed $1,000,000.

                  "Prime Rate" shall mean the rate of interest per annum
publicly announced from time to time by The Chase Manhattan Bank as its prime
rate in effect at its principal office in New York City; each change in the
Prime Rate shall be effective from and including the date such change is
publicly announced as being effective.

                  "Property" shall mean with respect to any Person, any real or
personal property, plant, building, facility, structure, equipment or unit, or
other asset (tangible or intangible) owned, leased or operated by such Person.

                  "Pro Rata Share" shall mean, at any particular time and with
respect to any Lender, a fraction (expressed as a percentage), the numerator of
which shall be the then amount of such Lender's Commitment and the denominator
of which shall be the then aggregate amount of all Commitments, as adjusted from
time to time pursuant to the terms of this Agreement.

                                       17
<PAGE>   24
                  "RCRA" shall mean the Resource Conservation and Recovery Act,
42 U.S.C. Section 6901 et seq., and any successor statute, and regulations
promulgated thereunder.

                  "Regulation D," "Regulation T," "Regulation U" and "Regulation
X" shall mean Regulation D, Regulation T, Regulation U and Regulation X,
respectively, of the Federal Reserve Board as in effect from time to time.

                  "Related Parties" shall mean, with respect to any specified
Person, such Person's Affiliates and the respective directors, officers,
employees, agents and advisors of such Person and such Person's Affiliates.

                  "Release" shall mean any release, spill, emission, leaking,
pumping, injection, deposit, disposal, discharge, dispersal, leaching or
migration from any Property into the indoor or outdoor environment, including
the movement of Contaminants through or in the air, soil, surface water,
groundwater or Property.

                  "Remedial Action" shall mean any action required to (i) clean
up, remove, treat or in any other way address Contaminants in the indoor or
outdoor environment; (ii) prevent a Release or threat of Release or minimize the
further Release of Contaminants so they do not migrate or endanger or threaten
to endanger public health or welfare or the indoor or outdoor environment; or
(iii) perform pre-remedial studies and investigations or post-remedial
monitoring and care.

                  "Reportable Event" shall mean the events described in Section
4043 of ERISA or the regulations thereunder other than a Reportable Event
described in subsections (3), (4) or (8) of Section 4043(c).

                  "Requirements of Law" shall mean, as to any Person, the
charter and by-laws or other organizational or governing documents of such
Person, and any law, rule or regulation, Permit, or determination of an
arbitrator or a court or other Governmental Authority, in each case applicable
to or binding upon such Person or any of its Property or to which such Person or
any of its property is subject, including, without limitation, the Securities
Act, the Securities Exchange Act, Regulation T, Regulation U and Regulation X,
and any certificate of occupancy, zoning ordinance, building, environmental or
land use, law, rule, regulation, ordinance or Permit or occupational safety or
health law, rule or regulation.

                  "Requisite Lenders" shall mean Lenders whose Pro Rata Shares,
in the aggregate, are greater than fifty percent (50%); provided, however, that,
in the event that the Commitments have been terminated pursuant to the terms of
this Agreement, "Requisite Lenders" means Lenders (without regard to such
Lenders' performance of their respective obligations hereunder) having Revolving
Credit Exposures representing more than fifty percent (50%) of the total
Revolving Credit Exposures.

                                       18
<PAGE>   25
                  "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 (other than Borrower and its
Subsidiaries) 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 (other than
Borrower and its Subsidiaries).

                  "Revolving Credit Availability" shall mean, as at any
particular date of determination, the amount by which the Commitments exceed the
total Revolving Credit Exposures.

                  "Revolving Credit Exposure" shall mean, with respect to any
Lender at any time, the sum of the outstanding principal amount of such Lender's
Revolving Loans and its LC Exposure at such time.

                  "Revolving Credit Facility" shall mean the revolving credit
facility established for Revolving Loans and Letters of Credit pursuant to
Article II.

                  "Revolving Loan" shall have the meaning ascribed to such term
in Section 2.01(a).

                  "Secretary" shall mean the United States of America,
represented by the Secretary of Transportation, acting by and through the
Maritime Administrator.

                  "Secretary's Note" shall mean the Promissory Note to United
States of America dated August 24, 1995, made by GAQSC to the Secretary in the
original principal amount of $60,589,000.

                  "Securities" shall mean any stock, shares, voting trust
certificates, bonds, debentures, notes or other evidences of indebtedness,
secured or unsecured, convertible, subordinated or otherwise, or in general any
instruments commonly known as "securities", or any certificates of interest,
shares, or participations in temporary or interim certificates for the purchase
or acquisition

                                       19
<PAGE>   26
of, or any right to subscribe to, purchase or acquire any of the foregoing, but
shall not include any evidence of the Obligations.

                  "Securities Act" shall mean the Securities Act of 1933, as
amended to the date hereof and from time to time hereafter, and any successor
statute.

                  "Securities Exchange Act" shall mean the Securities Exchange
Act of 1934, as amended to the date hereof and from time to time hereafter, and
any successor statute.

                  "Security Agreement" shall mean that certain Security
Agreement executed by the Borrower in favor of the Agent for the benefit of
itself and the Holders of Secured Obligations of even date herewith, as the same
may be amended, restated, supplemented or otherwise modified from time to time.

                  "Set Aside Amount" shall mean, in respect of any insurance
settlement or condemnation award which does not in the aggregate exceed
$5,000,000 received by the Borrower or any Subsidiary of Borrower, the portion
thereof, if any, (a) (i) set aside by the Borrower or the applicable Subsidiary
for the replacement or repair of any lost, destroyed or damaged assets,
equipment or other property that were the subject of an insurable loss,
destruction or damage and for which an insurance settlement was made or (ii) set
aside by the Borrower or the applicable Subsidiary for the replacement of any
real property that was the subject of a taking and in respect of which a
condemnation award was made and (b) used within 6 months of the receipt of any
such condemnation award or insurance proceeds related to such loss, destruction
or damage or such taking, as applicable.

                  "Ship Mortgages" shall mean the preferred ship mortgages of
even date herewith covering the Delta Queen and the Mississippi Queen, executed
by the Borrower or the Subsidiary of the Borrower, as applicable, in favor of
the Agent as trustee for the benefit of itself and the Holders of Secured
Obligations, as the same may be amended, supplemented or otherwise modified from
time to time.

                  "Solvent" shall mean, when used with respect to any Person,
that at the time of determination:

                  (i) the fair value of its assets (both at fair valuation and
         at present fair saleable value) is equal to or in excess of the total
         amount of its liabilities, including, without limitation, contingent
         liabilities; and

                  (ii) it is then able and expects to be able to pay its debts
         as they mature; and

                  (iii) it has capital sufficient to carry on its business as
         conducted and as proposed to be conducted.

                                       20
<PAGE>   27
With respect to contingent liabilities (such as litigation, guarantees and
pension plan liabilities), such liabilities shall be computed at the amount
which, in light of all the facts and circumstances existing at the time,
represent the amount which can reasonably be expected to become an actual or
matured liability.

                  "Statutory Reserve Rate" shall mean a fraction (expressed as a
decimal), the numerator of which is the number one and the denominator of which
is the number one minus the aggregate of the maximum applicable reserve
percentages (including any marginal, special, emergency or supplemental
reserves) expressed as a decimal established by the Federal Reserve Board and
any other banking authority to which the Agent or any Lender is subject (a) with
respect to the Base CD Rate, for new negotiable nonpersonal time deposits in
dollars of over $100,000 with maturities approximately equal to three months and
(b) with respect to the Adjusted LIBO Rate, for eurocurrency funding (currently
referred to as "Eurocurrency Liabilities" in Regulation D). Such reserve
percentages shall include those imposed pursuant to Regulation D. Eurodollar
Rate Loans shall be deemed to constitute eurocurrency funding and to be subject
to such reserve requirements without benefit of or credit for proration,
exceptions or offsets that may be available from time to time to any Lender
under such Regulation D or any comparable regulation. The Statutory Reserve Rate
shall be adjusted automatically on and as of the effective date of any change in
any reserve percentage.

                  "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.

                  "Subsidiary Guaranties" shall mean each guaranty executed by
each of the Borrower Subsidiaries (other than GAQSC) in favor of the Agent, for
the benefit of itself and the Holders of Secured Obligations, as the same may be
amended, restated, supplemented or otherwise modified from time to time.

                  "Subsidiary Security Agreements" shall mean each security
agreement executed by each of the Subsidiaries (other than GAQSC) of the
Borrower in favor of the Agent, for the benefit of itself and the Holders of
Secured Obligations as the same may be amended, restated, supplemented or
otherwise modified from time to time.

                  "Taxes" shall have the meaning ascribed to such term in
Section 2.10(a).

                  "Termination Date" shall mean the earlier of (a) February 25,
2004 and (b) the date of termination of the Commitments pursuant to Section
2.02(d) or Section 9.02(a).

                                       21
<PAGE>   28
                  "Termination Event" shall mean (i) a Reportable Event with
respect to any Benefit Plan; (ii) the withdrawal of Borrower or any ERISA
Affiliate from a Benefit Plan during a plan year in which Borrower or such ERISA
Affiliate was a "substantial employer" as defined in Section 4001(a)(2) of
ERISA; (iii) the imposition of an obligation on Borrower or any ERISA Affiliate
under Section 4041 of ERISA to provide affected parties written notice of intent
to terminate a Benefit Plan in a distress termination described in Section
4041(c) of ERISA; (iv) the institution by the PBGC of proceedings to terminate a
Benefit Plan; (v) any event or condition which might constitute grounds under
Section 4042 of ERISA for the termination of, or the appointment of a trustee to
administer, any Benefit Plan; or (vi) the partial or complete withdrawal of
Borrower or any ERISA Affiliate from a Multiemployer Plan if such withdrawal
would result in the imposition of withdrawal liability under Section 4219 of
ERISA.

                  "Three-Month Secondary CD Rate" shall mean, for any day, the
secondary market rate for three-month certificates of deposit reported as being
in effect on such day (or, if such day is not a Business Day, the next preceding
Business Day) by the Federal Reserve Board through the public information
telephone line of the Federal Reserve Bank of New York (which rate will, under
the current practices of the Federal Reserve Board, be published in Federal
Reserve Statistical Release H.15(519) during the week following such day) or, if
such rate is not so reported on such day or such next preceding Business Day,
the average of the secondary market quotations for three-month certificates of
deposit of major money center banks in New York City received at approximately
10:00 a.m., New York City time, on such day (or, if such day is not a Business
Day, on the next preceding Business Day) by the Agent from three negotiable
certificate of deposit dealers of recognized standing selected by it.

                  "Total Indebtedness" shall mean, with respect to the
Consolidated Borrower Group, the total Revolving Credit Exposures and all Other
Indebtedness.

                  "Total Indebtedness Leverage Ratio" shall mean, for any fiscal
quarter, the ratio of (a) the Total Indebtedness of the Consolidated Borrower
Group on the last day of such fiscal quarter to (b) DQSC EBITDA for the four
fiscal quarter period ending on the last day of such fiscal quarter, determined
in accordance with Agreement Accounting Principles consistently applied.

                  "Transaction Costs" shall mean the fees, costs and expenses
payable by the Borrower or any of its Subsidiaries pursuant hereto or in
connection herewith or in respect hereof or of the other Loan Documents.

                  "Transaction Documents" shall mean the Loan Documents and the
Contribution Agreement.

                  "Type" when used in respect of any Loan or Borrowing, shall
refer to the rate by reference to which interest on such Loan or on the Loans
comprising such Borrowing is determined.

                                       22
<PAGE>   29
                  "Western Riverboat" shall mean the newly-built riverboat to be
acquired and outfitted by the Borrower (or a Subsidiary of the Borrower) for
passenger use in the Borrower's cruise business.

                  "Wholly-Owned Subsidiary" of a Person shall mean any
subsidiary of such Person 100% of the capital stock of each class of such
Subsidiary, in the case of a corporation, or 100% of the membership or other
equity interests of such Subsidiary, in the case of a limited liability company,
in each case at the time as of which any determination is being made, is owned
and controlled, beneficially and of record, by such Person, or by one or more
other Wholly-Owned Subsidiaries, or both.

                  "Zell Group" shall mean Samuel Zell or any of his affiliates
(as such term is defined in Rule 12b-2 of the Securities Exchange Act) or
associates (as such term is defined in Rule 12b-2 of the Securities Exchange
Act).

                  1.02. Computation of Time Periods. In this Agreement, in the
computation of periods of time from a specified date to a later specified date,
the word "from" means "from and including" and the words "to" and "until" each
mean "to but excluding". Periods of days referred to in this Agreement shall be
counted in calendar days unless Business Days are expressly prescribed.

                  1.03. Accounting Terms. For purposes of this Agreement, all
accounting terms not otherwise defined herein shall have the meanings assigned
to them in conformity with Agreement Accounting Principles.

                  1.04. Other Definitional Provisions. The definitions of terms
herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words "include",
"includes" and "including" shall be deemed to be followed by the phrase "without
limitation". The word "will" shall be construed to have the same meaning and
effect as the word "shall". Unless the context requires otherwise (a) any
definition of or reference to any agreement, instrument or other document herein
shall be construed as referring to such agreement, instrument or other document
as from time to time amended, supplemented or otherwise modified (subject to any
restrictions on such amendments, supplements or modifications set forth herein),
(b) the words "herein", "hereof" and "hereunder", and words of similar import,
shall be construed to refer to this Agreement in its entirety and not to any
particular provision hereof, (c) all references herein to Articles, Sections,
Exhibits and Schedules shall be construed to refer to Articles and Sections of,
and Exhibits and Schedules to, this Agreement and (d) the words "asset" and
"property" shall be construed to have the same meaning and effect and to refer
to any and all tangible and intangible assets and properties, including cash,
securities, accounts and contract rights.

                                       23
<PAGE>   30
                                   ARTICLE II
                 AMOUNTS AND TERMS OF REVOLVING CREDIT FACILITY

                  2.01. The Revolving Loans.

                  (a) Revolving Credit Availability. Subject to the terms and
conditions set forth in this Agreement, each Lender hereby severally and not
jointly agrees to make revolving loans, in Dollars (each individually, a
"Revolving Loan" and, collectively, the "Revolving Loans") to Borrower from time
to time during the period from the Effective Date to the Business Day
immediately preceding the Termination Date, in an amount which shall not exceed
such Lender's Pro Rata Share of the Revolving Credit Availability at such time.

                  (b) Several Commitments. All Revolving Loans comprising the
same Borrowing under this Agreement shall be made by the Lenders simultaneously
and proportionately to their respective Pro Rata Shares, it being understood
that no Lender shall be responsible for any failure by any other Lender to
perform its obligation to make a Revolving Loan hereunder and that the
Commitment of any Lender shall not be increased or decreased without the prior
written consent of such Lender as a result of the failure by any other Lender to
perform its obligation to make a Revolving Loan. The failure of any Lender to
make available to the Agent its Pro Rata Share of any Borrowing shall not
relieve any other Lender of its obligation hereunder to make available to the
Agent such other Lender's Pro Rata Share of such Borrowing on the date such
funds are to be made available pursuant to the terms of this Agreement.

                  (c) Repayments and Prepayments. Loans may be voluntarily
repaid at any time, shall be mandatorily prepaid pursuant to Section 2.05 and,
subject to the provisions of this Agreement, any amounts voluntarily repaid in
respect of Revolving Loans may be reborrowed, up to the amount available under
Section 2.01 at the time of such Borrowing, until the Business Day immediately
preceding the Termination Date.

                  (d) Minimum Amounts. Loans made on any Funding Date shall be
in integral multiples of $100,000 and in the aggregate minimum amount of
$500,000, in the case of Loans constituting Base Rate Loans, and in integral
multiples of $500,000 and in the aggregate minimum amount of $1,500,000, in the
case of Loans constituting Eurodollar Rate Loans; provided that a Borrowing of
Base Rate Loans may be in an aggregate amount that is equal to the entire unused
balance of the Commitments or that is required to finance the reimbursement of
an LC Disbursement as contemplated by Section 2.04(e).

                  2.02. Loan Facility Mechanics.

                  (a) Notice of Borrowing. Whenever Borrower desires to borrow
under Section 2.01(a), Borrower shall deliver to the Agent a Notice of Borrowing
no later than 11:00 a.m (New York City time) (i) on the proposed Funding Date,
in the case of a Borrowing of Base Rate Loans, and (ii) at least three (3)
Business Days in advance of the proposed Funding Date, in the case

                                       24
<PAGE>   31
of a Borrowing of Eurodollar Rate Loans. The Notice of Borrowing shall specify
(A) the Funding Date (which shall be a Business Day) in respect of the Revolving
Loan, (B) the amount of the proposed Borrowing, (C) whether the proposed
Borrowing will be of Base Rate Loans or Eurodollar Rate Loans, (D) in the case
of Eurodollar Rate Loans, the requested Interest Period, and (E) the Borrower's
account to which funds are to be disbursed. In lieu of delivering the
above-described Notice of Borrowing, and only with the consent of the Agent in
its sole discretion at such time, Borrower may give the Agent telephonic notice
of any proposed Borrowing by the time required under this Section 2.02(a);
provided that, in the event the Agent so consents, such notice shall be
confirmed in writing by delivery to the Agent promptly (but in no event later
than 2:00 p.m. (New York City time) on the Funding Date of the requested Loan)
of a Notice of Borrowing. Any Notice of Borrowing (or telephonic notice in lieu
thereof) pursuant to this Section 2.02(a) shall be irrevocable.

                  (b) Making of Loans. Promptly after receipt of a Notice of
Borrowing under Section 2.02(a) (or telephonic notice in lieu thereof if the
Agent consents to such telephonic notice), the Agent shall notify each Lender by
telex or telecopy or other similar form of teletransmission, of the proposed
Borrowing. Each Lender shall make the amount of its Revolving Loan available to
the Agent in Dollars and in immediately available funds, not later than 2:00
p.m. (New York City time) on the Funding Date. After the Agent's receipt of the
proceeds of such Revolving Loans, the Agent shall (unless it has not received
the Notice of Borrowing in satisfaction of the requirements of Section 2.02(a)
or has been notified in writing that any of the conditions precedent set forth
in Section 3.02(a) have not been satisfied) make the proceeds of such Revolving
Loans available to Borrower on such Funding Date and shall disburse such funds
in Dollars and in immediately available funds to the account of Borrower
designated in the Notice of Borrowing; provided that a Borrowing of Base Rate
Loans made to finance the reimbursement of an LC Disbursement as contemplated by
Section 2.04(e) shall be remitted by the Agent to the Issuing Bank.

                  (c) Failure to Fund by Lender. Unless the Agent shall have
been notified by any Lender prior to any Funding Date in respect of any
Borrowing of Revolving Loans that such Lender does not intend to make available
to the Agent such Lender's Revolving Loan on such Funding Date, the Agent may
assume that such Lender has made such amount available to the Agent on such
Funding Date and the Agent in its sole discretion may, but shall not be
obligated to, make available to Borrower a corresponding amount on such Funding
Date. If such corresponding amount is not in fact made available to the Agent by
such Lender on or prior to 2:00 p.m. (New York City time) on a Funding Date,
such Lender agrees to pay, and Borrower agrees to repay, to the Agent forthwith
on demand such corresponding amount together with interest thereon, for each day
from the date such amount is made available to Borrower until the date such
amount is paid or repaid to the Agent, at (i) in the case of such Lender, the
Federal Funds Effective Rate for the first three (3) Business Days and
thereafter at the Alternate Base Rate, and (ii) in the case of Borrower, the
interest rate which would be applicable at the time to a Borrowing of Base Rate
Loans. If such Lender shall pay to the Agent such corresponding amount, such
amount so paid shall constitute such Lender's Revolving Loan, and if both such
Lender and Borrower shall have paid and repaid, respectively, such corresponding
amount, the Agent shall promptly pay over to Borrower such corresponding amount
in same day funds, but Borrower shall remain obligated for all interest thereon.
Nothing in

                                       25
<PAGE>   32
this Section 2.02(c) shall be deemed to relieve any Lender of its obligation
hereunder to make its Revolving Loan on any Funding Date.

                  (d) Voluntary Reduction of Commitments. Borrower shall have
the right, at any time and from time to time, (i) to terminate the Commitments
in whole, without premium or penalty, if no Revolving Loans or Letters of Credit
are then outstanding, no Revolving Loans have been requested but not yet
advanced and no Letters of Credit have been requested but not yet issued, or
(ii) subject to the second to last sentence of this Section 2.02(d), permanently
to reduce in part, without premium or penalty, the Commitments up to the amount
by which the Commitments exceed the sum of (A) the total Revolving Credit
Exposures, (B) the aggregate principal amount of all Revolving Loans requested
hereunder but not yet advanced and (C) the aggregate face amount of all Letters
of Credit requested hereunder but not yet issued. Borrower shall give not fewer
than five (5) Business Days' prior written notice to the Agent designating the
date (which shall be a Business Day) of such termination or reduction and the
amount of any partial reduction. Promptly after receipt of a notice of such
termination or reduction, the Agent shall notify each Lender of the proposed
termination or reduction. Such termination or partial reduction of the
Commitments shall be effective on the date specified in the Borrower's notice
and shall reduce the Commitment of each Lender proportionately in accordance
with its Pro Rata Share. Any such partial reduction of the Commitments shall be
in an aggregate minimum amount of $5,000,000 and integral multiples of
$1,000,000 in excess of that amount. Any notice of reduction or termination
pursuant to this Section 2.02(d) shall be irrevocable.

                  (e) Notes. The Borrower shall execute and deliver to each
Lender (or to the Agent on behalf of each Lender) on or before the Effective
Date a revolving loan note substantially in the form of Exhibit 5 to evidence
the aggregate amount of that Lender's Loans and with other appropriate
insertions. The Note delivered to each Lender shall be dated the Effective Date
and shall be stated to mature on the Termination Date. Each Lender is hereby
authorized to, and prior to any transfer of the Note issued to it each Lender
shall, endorse the date and amount of the Loans made by such Lender, as
applicable, and each payment or prepayment of principal of the Loans evidenced
thereby on the schedule annexed to and constituting a part of such Note, which
endorsement shall constitute prima facie evidence, absent manifest error, of the
accuracy of the information so endorsed, provided that failure by any such
Lender to make such endorsement shall not affect the obligations of the Borrower
hereunder or under such Note. In lieu of endorsing such schedule as hereinabove
provided, prior to any transfer of a Note, each Lender is hereby authorized, at
its option, to record such Loans and such payments or prepayments in its books
and records, such books and records constituting prima facie evidence, absent
manifest error, of the accuracy of the information contained therein; provided,
however, that if the Loan Account differs from the information endorsed by a
Lender on such Lender's Note, the Loan Account, absent manifest error, shall
govern.

                  2.03. Interest on the Loans.

                  (a) Rate of Interest. All Loans shall bear interest on the
unpaid principal amount thereof from the date made until paid in full at a
fluctuating rate determined from time to time by

                                       26
<PAGE>   33
reference to the Alternate Base Rate or the Adjusted LIBO Rate. The applicable
basis for determining the rate of interest shall be selected by Borrower at the
time a Notice of Borrowing is given by the Borrower pursuant to Section 2.02(a)
or at the time a Notice of Conversion/Continuation is delivered by Borrower
pursuant to Section 2.03(c); provided, however, that Borrower may not select the
Adjusted LIBO Rate as the applicable basis for determining the rate of interest
on a Loan (1) if at the time of such selection a Potential Event of Default or
Event of Default exists or (2) if such a selection would be otherwise prohibited
by the terms of this Agreement. If the Borrower fails to deliver a Notice of
Conversion/Continuation to the Agent in accordance with the terms of this
Agreement specifying the basis for determining the rate of interest for all or
any portion of any Eurodollar Rate Loans then having the same Interest Period,
then such Loans, or the portion thereof for which no Notice of
Conversion/Continuation shall have been delivered, shall be automatically
converted to Base Rate Loans on the last day of such Interest Period. Loans
shall bear interest, subject to Section 2.03(d), at the following rates:

                  (i) if a Base Rate Loan, then at a rate per annum equal to the
         sum of (A) the Applicable Base Rate Margin and (B) the Alternate Base
         Rate as in effect from time to time as interest accrues; and

                  (ii) if a Eurodollar Rate Loan, then at a rate per annum equal
         to the sum of (A) the Applicable Eurodollar Rate Margin and (B) the
         Adjusted LIBO Rate determined for the applicable Interest Period.

                  (b) Interest Payments. Subject to Section 2.03(d), (i)
interest accrued on each Base Rate Loan shall be payable in arrears (A) on the
last calendar day of each calendar quarter occurring after the Effective Date,
(B) upon the prepayment in full of the Loans and the termination of all
Commitments under this Agreement, (C) upon the date any principal of the Loan is
due, with respect to the principal amount then due and (D) on the Termination
Date, and (ii) interest accrued on each Eurodollar Rate Loan shall be payable in
arrears (A) on each Interest Payment Date applicable to such Eurodollar Rate
Loan, (B) upon the prepayment in full of the Loans and the termination of all
Commitments under this Agreement, (C) upon the prepayment thereof upon the date
any principal of the Loan is due, with respect to the principal then due and (D)
on the Termination Date.

                  (c) Conversion or Continuation. (i) Subject to the provisions
of Sections 2.08 and 2.09, Borrower shall have the option (A) to convert at any
time all or any part of outstanding Base Rate Loans which, in the aggregate,
equal or exceed $2,500,000 from Base Rate Loans to Eurodollar Rate Loans; or (B)
to convert all or any part of outstanding Eurodollar Rate Loans which, in the
aggregate, equal or exceed $1,000,000 from Eurodollar Rate Loans to Base Rate
Loans on the expiration date of any Interest Period applicable thereto or upon
the payment of compensation payable pursuant to Section 2.09(d); or (C) upon the
expiration of any Interest Period applicable to any Eurodollar Rate Loans having
the same Interest Period, to continue all or any portion of such Loans equal to
or in excess of $2,500,000 as Eurodollar Rate Loans, and the succeeding Interest
Period of such continued Loans shall commence on the expiration date of the
Interest Period applicable thereto; provided that no outstanding Loan may be
continued as, or be converted into, a

                                       27
<PAGE>   34
Eurodollar Rate Loan if any Potential Event of Default or Event of Default
exists or if such a continuation or conversion would otherwise be prohibited by
the terms of this Agreement. Any conversion or continuation of Loans pursuant to
this Section 2.03(c) shall apply to the applicable Loans of the Lenders on a pro
rata basis.

                  (ii) In the event Borrower shall elect to convert or continue
a Loan under this Section 2.03(c), Borrower shall deliver a Notice of
Conversion/Continuation to the Agent no later than 11:00 a.m. (New York City
time) (A) at least one (1) Business Day in advance of the proposed conversion
date in the case of a conversion to a Base Rate Loan and (B) at least three (3)
Business Days in advance of the proposed conversion or continuation date in the
case of a conversion to, or a continuation of, a Eurodollar Rate Loan. A Notice
of Conversion/Continuation shall specify (1) the proposed conversion or
continuation date (which shall be a Business Day), (2) the amount of the Loan to
be converted or continued, (3) the nature of the proposed conversion or
continuation, and (4) in the case of a conversion to, or a continuation of, a
Eurodollar Rate Loan, the requested Interest Period. If no Interest Period is
specified in any such Notice of Conversion/Continuation with respect to a
Eurodollar Rate Loan, the Borrower shall be deemed to have selected an Interest
Period of one month's duration. In lieu of delivering the above-described Notice
of Conversion/Continuation, Borrower may give the Agent telephonic notice of any
proposed conversion or continuation by the time required under this Section
2.03(c); provided that such notice shall be confirmed in writing by delivery to
the Agent promptly (but in no event later than 11:00 a.m. (New York City time)
on the proposed conversion or continuation date) of a Notice of
Conversion/Continuation. Promptly after receipt of a Notice of
Conversion/Continuation under this Section 2.03(c) (or telephonic notice in lieu
thereof), the Agent shall notify each Lender by telex, telecopy, telephone or
other similar form of transmission, of the proposed conversion or continuation.

                  (iii) Any Notice of Conversion/Continuation for conversion to,
or continuation of, a Loan (or telephonic notice in lieu thereof) shall be
irrevocable and the Borrower shall be bound to convert or continue in accordance
therewith.

                  (d) Default Interest. Notwithstanding the rates of interest
specified in Section 2.03(a) and the payment dates specified in Section 2.03(b),
(i) from and after the occurrence of a payment default constituting an Event of
Default under Section 9.01(a), until the past-due amount is paid, such amount
not paid when due shall bear interest payable upon demand at a rate per annum
equal to the sum of (A) two percent (2.0%) and (B) the interest rate otherwise
in effect from time to time (the "Default Rate"), and (ii) (x) from and after
the occurrence of any Event of Default described in Sections 9.01(f) or 9.01(g)
with respect to the Borrower or any of its Subsidiaries and (y) from and after
the occurrence of any other Event of Default set forth in a notice from the
Agent or Requisite Lenders to the Borrower, and for so long thereafter as such
Event of Default is continuing, the principal balance of all Loans and other
Agreement Obligations then outstanding (including, without limitation, all
amounts due and payable pursuant to Section 9.02(a)) and, to the extent
permitted by applicable law, any interest payments on the Loans not paid when
due, shall bear interest payable upon demand at the Default Rate.

                                       28
<PAGE>   35
                  (e) Determination of Applicable Margins; Computation of
Interest.

                  (i) Determination of Applicable Margins.

                  (A) The Applicable Margin in respect of any Loan shall be
determined by reference to the table set forth below on the basis of the
Borrower's Total Indebtedness Leverage Ratio (calculated on a rolling four
quarter basis) determined by reference to the most recent financial statements
delivered pursuant to Section 5.01(a) or 5.01(b).

<TABLE>
<CAPTION>
             Total                                   Applicable                 Applicable
         Indebtedness                                Eurodollar                 Base Rate
         Leverage Ratio                              Rate Margin                  Margin
         --------------                              -----------                  ------
<S>      <C>                                         <C>                        <C>
         Greater than or
         equal to 4.00 to 1                            2.50%                      1.50%

         Less than 4.00 to 1
         and greater than or
         equal to 3.50 to 1                            2.00%                      1.00%

         Less than 3.50 to 1
         and greater than or
         equal to 3.00 to 1                            1.75%                      0.75%

         Less than 3.00 to 1                           1.50%                      0.50%
</TABLE>

                  (B) Upon receipt of the financial statements delivered
pursuant to Section 5.01(a) or Section 5.01(b), as applicable, the Applicable
Margins for all outstanding Loans shall be adjusted, such adjustment being
effective on the first Business Day after receipt of such financial statements
and the Compliance Certificate to be delivered in connection therewith;
provided, however, if the Borrower shall not have timely delivered its financial
statements in accordance with Section 5.01(a) or Section 5.01(b), as applicable,
beginning with the date upon which such financial statements should have been
delivered and continuing until such financial statements are delivered together
with the Compliance Certificate, it shall be assumed for purposes of determining
the Applicable Margins that the Borrower's Total Indebtedness Leverage Ratio was
greater than 4.00 to 1.0.

                  (C) Notwithstanding anything herein to the contrary, from the
Effective Date through the date of receipt of the financial statements for the
period ended June 30, 1999 pursuant to Section 5.01(b), the Applicable
Eurodollar Rate Margin and Applicable Base Rate Margin shall be 1.75% and 0.75%,
respectively.

                                       29
<PAGE>   36
                  (ii) Computation of Interest. Interest on all Agreement
Obligations (other than those on which the interest rate is determined by
reference to the Prime Rate) shall be computed on the basis of the actual number
of days elapsed in the period during which interest accrues and a year of 360
days. Interest on all Agreement Obligations with respect to which the interest
rate is determined by reference to the Prime Rate shall be computed on the basis
of the actual number of days elapsed in the period during which interest accrues
and a year of 365 or 366 days, as applicable. In computing interest on any Loan,
the date of the making of the Loan or the first day of an Interest Period, as
the case may be, shall be included and the date of payment or the expiration
date of an Interest Period, as the case may be, shall be excluded; provided that
if a Loan is repaid on the same day on which it is made, one (1) day's interest
shall be paid on that Loan.

                  2.04. Letters of Credit.

                  (a) General. Subject to the terms and conditions set forth
herein, the Borrower may request the issuance of Letters of Credit for its own
account, in a form reasonably acceptable to the Agent and the Issuing Bank, at
any time and from time to time during the period from the Effective Date until
the date that is thirty days prior to the Termination Date. In the event of any
inconsistency between the terms and conditions of this Agreement and the terms
and conditions of any form of letter of credit application or other agreement
submitted by the Borrower to, or entered into by the Borrower with, the Issuing
Bank relating to any Letter of Credit, the terms and conditions of this
Agreement shall control.

                  (b) Notice of Issuance, Amendment, Renewal, Extension; Certain
Conditions. To request the issuance of a Letter of Credit (or the amendment,
renewal or extension of an outstanding Letter of Credit), the Borrower shall
hand deliver or telecopy (or transmit by electronic communication, if
arrangements for doing so have been approved by the Issuing Bank) to the Issuing
Bank and the Agent (reasonably in advance of the requested date of issuance,
amendment, renewal or extension) a notice requesting the issuance of a Letter of
Credit, or identifying the Letter of Credit to be amended, renewed or extended,
the date of issuance, amendment, renewal or extension, the date on which such
Letter of Credit is to expire (which shall comply with paragraph (c) of this
Section), the amount of such Letter of Credit, the name and address of the
beneficiary thereof and such other information as shall be necessary to prepare,
amend, renew or extend such Letter of Credit. If requested by the Issuing Bank,
the Borrower also shall submit a letter of credit application on the Issuing
Bank's standard form in connection with any request for a Letter of Credit, with
such modifications as may be necessary to ensure that such application imposes
no additional material burdens or obligations on the Borrower and provides no
additional material rights, remedies or benefits (including exculpations) to the
Issuing Bank not otherwise provided in this Agreement. A Letter of Credit shall
be issued, amended, renewed or extended only if (and upon issuance, amendment,
renewal or extension of each Letter of Credit the Borrower shall be deemed to
represent and warrant that), after giving effect to such issuance, amendment,
renewal or extension (i) the LC Exposure shall not exceed $5,000,000 and (ii)
the total Revolving Credit Exposures shall not exceed the total Commitments.

                                       30
<PAGE>   37
                  (c) Expiration Date. Each Letter of Credit shall expire at or
prior to the close of business on the earlier of (i) the date one year after the
date of the issuance of such Letter of Credit (or, in the case of any renewal or
extension thereof, one year after such renewal or extension) and (ii) the date
that is five Business Days prior to the Termination Date.

                  (d) Participations. By the issuance of a Letter of Credit (or
an amendment to a Letter of Credit increasing the amount thereof) and without
any further action on the part of the Issuing Bank or the Lenders, the Issuing
Bank hereby grants to each Lender, and each Lender hereby acquires from the
Issuing Bank, a participation in such Letter of Credit equal to such Lender's
Pro Rata Share of the aggregate amount available to be drawn under such Letter
of Credit. In consideration and in furtherance of the foregoing, each Lender
hereby absolutely and unconditionally agrees to pay to the Agent, for the
account of the Issuing Bank, such Lender's Pro Rata Share of each LC
Disbursement made by the Issuing Bank and not reimbursed by the Borrower on the
date due as provided in paragraph (e) of this Section, or of any reimbursement
payment required to be refunded to the Borrower for any reason. Each Lender
acknowledges and agrees that its obligation to acquire participations pursuant
to this paragraph in respect of Letters of Credit is absolute and unconditional
and shall not be affected by any circumstance whatsoever, including any
amendment, renewal or extension of any Letter of Credit or the occurrence and
continuance of an Event of Default or Potential Event of Default or reduction or
termination of the Commitments, and that each such payment shall be made without
any offset, abatement, withholding or reduction whatsoever.

                  (e) Reimbursement. If the Issuing Bank shall make any LC
Disbursement in respect of a Letter of Credit, the Borrower shall reimburse such
LC Disbursement by paying to the Agent an amount equal to such LC Disbursement
not later than 12:00 noon, New York City time, on the date that such LC
Disbursement is made, if the Borrower shall have received notice of such LC
Disbursement prior to 10:00 a.m., New York City time, on such date, or, if such
notice has not been received by the Borrower prior to such time on such date,
then not later than 12:00 noon, New York City time, on (i) the Business Day that
the Borrower receives such notice, if such notice is received prior to 10:00
a.m., New York City time, on the day of receipt, or (ii) the Business Day
immediately following the day that the Borrower receives such notice, if such
notice is not received prior to such time on the day of receipt; provided that
the Borrower may, subject to the conditions to borrowing set forth herein,
request in accordance with Section 2.02 that such payment be financed with a
Borrowing of Base Rate Loans in the amount of such LC Disbursement and, to the
extent so financed, the Borrower's obligation to reimburse the Issuing Bank for
such LC Disbursement shall be discharged and replaced by the resulting
Borrowing. If the Borrower fails to make such payment when due, the Agent shall
notify each Lender of the applicable LC Disbursement, the payment then due from
the Borrower in respect thereof and such Lender's Pro Rata Share thereof.
Promptly following receipt of such notice, each Lender shall pay to the Agent
its Pro Rata Share of the payment then due from the Borrower, in the same manner
as provided in Section 2.02 with respect to Loans made by such Lender (and
Section 2.02 shall apply, mutatis mutandis, to the payment obligations of the
Lenders), and the Agent shall promptly pay to the Issuing Bank the amounts so
received by it from the Lenders. Promptly following receipt by the Agent of any
payment from the Borrower pursuant to this paragraph (including the proceeds of
any such Base Rate Loans), the

                                       31
<PAGE>   38
Agent shall distribute such payment to the Issuing Bank or, to the extent that
Lenders have made payments pursuant to this paragraph to reimburse the Issuing
Bank, then to such Lenders and the Issuing Bank as their interests may appear.
Any payment made by a Lender pursuant to this paragraph to reimburse the Issuing
Bank for any LC Disbursement (other than the funding of Base Rate Loans as
contemplated above) shall not constitute a Loan and shall not relieve the
Borrower of its obligation to reimburse such LC Disbursement.

                  (f) Obligations Absolute. The Borrower's obligation to
reimburse LC Disbursements as provided in paragraph (e) of this Section shall be
absolute, unconditional and irrevocable, and shall be performed strictly in
accordance with the terms of this Agreement under any and all circumstances
whatsoever and irrespective of (i) any lack of validity or enforceability of any
Letter of Credit or this Agreement, or any term or provision therein, (ii) any
draft or other document presented under a Letter of Credit proving to be forged,
fraudulent or invalid in any respect or any statement therein being untrue or
inaccurate in any respect, (iii) payment by the Issuing Bank under a Letter of
Credit against presentation of a draft or other document that does not comply
with the terms of such Letter of Credit, or (iv) any other event or circumstance
whatsoever, whether or not similar to any of the foregoing, that might, but for
the provisions of this Section, constitute a legal or equitable discharge of, or
provide a right of setoff against, the Borrower's obligations hereunder. Neither
the Agent, the Lenders nor the Issuing Bank, nor any of their Related Parties,
shall have any liability or responsibility by reason of or in connection with
the issuance or transfer of any Letter of Credit or any payment or failure to
make any payment thereunder (irrespective of any of the circumstances referred
to in the preceding sentence), or any error, omission, interruption, loss or
delay in transmission or delivery of any draft, notice or other communication
under or relating to any Letter of Credit (including any document required to
make a drawing thereunder), any error in interpretation of technical terms or
any consequence arising from causes beyond the control of the Issuing Bank;
provided that nothing in this paragraph (f) shall be construed to excuse the
Issuing Bank from liability to the Borrower to the extent of any direct damages
(as opposed to consequential damages, claims in respect of which are hereby
waived by the Borrower to the extent permitted by applicable law) suffered by
the Borrower that are caused by (x) the Issuing Bank's grossly negligent or
wilful failure to pay under a Letter of Credit against presentation of a draft
and other documents that strictly comply with the terms of such Letter of Credit
or (y) the Issuing Bank's failure to exercise care when determining whether
drafts and other documents presented under a Letter of Credit comply with the
terms thereof. The parties hereto expressly agree that, in the absence of gross
negligence or wilful misconduct on the part of the Issuing Bank (as finally
determined by a court of competent jurisdiction), the Issuing Bank shall be
deemed to have exercised care in each such determination. In furtherance of the
foregoing and without limiting the generality thereof, the parties agree that,
with respect to documents presented which appear on their face to be in
substantial compliance with the terms of a Letter of Credit, the Issuing Bank
may, in its sole discretion, either accept and make payment upon such documents
without responsibility for further investigation, regardless of any notice or
information to the contrary, or refuse to accept and make payment upon such
documents if such documents are not in strict compliance with the terms of such
Letter of Credit.

                                       32
<PAGE>   39
                  (g) Disbursement Procedures. The Issuing Bank shall, promptly
following its receipt thereof, examine all documents purporting to represent a
demand for payment under a Letter of Credit. The Issuing Bank shall promptly
notify the Agent and the Borrower by telephone (confirmed by telecopy) of such
demand for payment and whether the Issuing Bank has made or will make an LC
Disbursement thereunder; provided that any failure to give or delay in giving
such notice shall not relieve the Borrower of its obligation to reimburse the
Issuing Bank and the Lenders with respect to any such LC Disbursement.

                  (h) Interim Interest. If the Issuing Bank shall make any LC
Disbursement, then, unless the Borrower shall reimburse such LC Disbursement in
full on the date such LC Disbursement is made, the unpaid amount thereof shall
bear interest, for each day from and including the date such LC Disbursement is
made to but excluding the date that the Borrower reimburses such LC
Disbursement, at the rate per annum then applicable to Base Rate Loans; provided
that, if the Borrower fails to reimburse such LC Disbursement when due pursuant
to paragraph (e) of this Section, then Section 2.03(d) shall apply. Interest
accrued pursuant to this paragraph shall be for the account of the Issuing Bank,
except that interest accrued on and after the date of payment by any Lender
pursuant to paragraph (e) of this Section to reimburse the Issuing Bank shall be
for the account of such Lender to the extent of such payment.

                  (i) Replacement of the Issuing Bank. The Issuing Bank may be
replaced at any time by written agreement among the Borrower, the Agent, the
replaced Issuing Bank and the successor Issuing Bank. The Agent shall notify the
Lenders of any such replacement of the Issuing Bank. At the time any such
replacement shall become effective, the Borrower shall pay all unpaid fees
accrued for the account of the replaced Issuing Bank pursuant to Section
2.04(b). From and after the effective date of any such replacement, (i) the
successor Issuing Bank shall have all the rights and obligations of the Issuing
Bank under this Agreement with respect to Letters of Credit to be issued
thereafter and (ii) references herein to the term "Issuing Bank" shall be deemed
to refer to such successor or to any previous Issuing Bank, or to such successor
and all previous Issuing Banks, as the context shall require. After the
replacement of an Issuing Bank hereunder, the replaced Issuing Bank shall remain
a party hereto and shall continue to have all the rights and obligations of an
Issuing Bank under this Agreement with respect to Letters of Credit issued by it
prior to such replacement, but shall not be required to issue additional Letters
of Credit.

                  (j) Cash Collateralization. If any Event of Default shall
occur and be continuing, on the Business Day that the Borrower receives notice
from the Agent or the Requisite Lenders demanding the deposit of cash collateral
pursuant to this paragraph, the Borrower shall deposit in an account with the
Agent, in the name of the Agent and for the benefit of the Lenders, an amount in
cash equal to the LC Exposure as of such date plus any accrued and unpaid
interest thereon; provided that the obligation to deposit such cash collateral
shall become effective immediately, and such deposit shall become immediately
due and payable, without demand or other notice of any kind, upon the occurrence
of any Event of Default with respect to the Borrower described in clause (f) or
(g) of Section 9.01. Such deposit shall be held by the Agent as collateral for
the payment and performance of the obligations of the Borrower under this
Agreement. The Agent shall

                                       33
<PAGE>   40
have exclusive dominion and control, including the exclusive right of
withdrawal, over such account. Other than any interest earned on the investment
of such deposits, which investments shall be made at the option and sole
discretion of the Agent and at the Borrower's risk and expense, such deposits
shall not bear interest. Interest or profits, if any, on such investments shall
accumulate in such account. Moneys in such account shall be applied by the Agent
to reimburse the Issuing Bank for LC Disbursements for which it has not been
reimbursed and, to the extent not so applied, shall be held for the satisfaction
of the reimbursement obligations of the Borrower for the LC Exposure at such
time or, if the maturity of the Loans has been accelerated, be applied to
satisfy other obligations of the Borrower under this Agreement. If the Borrower
is required to provide an amount of cash collateral hereunder as a result of the
occurrence of an Event of Default, such amount (to the extent not applied as
aforesaid) shall be returned to the Borrower within three Business Days after
all Events of Default have been cured or waived.

                  2.05. Fees.

                  (a) Commitment Fee. The Borrower shall pay to the Agent, for
the account of the Lenders in accordance with their respective Pro Rata Shares,
a fee (the "Commitment Fee"), accruing at the rate of 0.50% per annum on the
average daily amount by which the Commitments exceed the total Revolving Credit
Exposures for the period commencing on the Effective Date and ending on the
Termination Date, such Commitment Fee being payable quarterly, in arrears, on
the last calendar day of each calendar quarter occurring after the Effective
Date and on the Termination Date.

                  (b) Letter of Credit Fees. The Borrower agrees to pay (i) to
the Agent for the account of each Lender a participation fee with respect to its
participations in Letters of Credit, which shall accrue at a per annum rate
equal to the Applicable Eurodollar Rate Margin in effect from time to time on
the average daily amount of such Lender's LC Exposure (excluding any portion
thereof attributable to unreimbursed LC Disbursements) during the period from
and including the Effective Date to but excluding the later of the date on which
such Lender's Commitment terminates and the date on which such Lender ceases to
have any LC Exposure, and (ii) to the Issuing Bank a fronting fee, which shall
accrue at the rate of 0.25% per annum on the average daily amount of the LC
Exposure (excluding any portion thereof attributable to unreimbursed LC
Disbursements) during the period from and including the Effective Date to but
excluding the later of the date of termination of the Commitments and the date
on which there ceases to be any LC Exposure, as well as the Issuing Bank's
standard fees with respect to the issuance, amendment, renewal or extension of
any Letter of Credit or processing of drawings thereunder. Participation fees
and fronting fees accrued through and including the last day of March, June,
September and December of each year shall be payable on the third Business Day
following such last day, commencing on the first such date to occur after the
Effective Date; provided that all such fees shall be payable on the date on
which the Commitments terminate and any such fees accruing after the date on
which the Commitments terminate shall be payable on demand. Any other fees
payable to the Issuing Bank pursuant to this paragraph shall be payable within
10 days after demand.

                                       34
<PAGE>   41
                  (c) Payment of Fees. The fees described in this Section 2.05
represent compensation for services rendered and to be rendered separate and
apart from the lending of money or the provision of credit and do not constitute
compensation for the use, detention or forbearance of money, and the obligation
of Borrower to pay each fee described herein shall be in addition to, and not in
lieu of, the obligation of Borrower to pay interest, other fees and expenses
otherwise described in this Agreement. Fees and expenses shall be payable when
due in immediately available funds. All fees and expenses shall be nonrefundable
when paid. All fees and expenses specified or referred to in this Agreement or
in the letter agreement dated January 26, 1999, between The Chase Manhattan Bank
and the Borrower (the "Fee Letter") due to the Agent, the Issuing Bank or any
Lender, including, without limitation, amounts referred to in this Section 2.05
and in Section 11.03, shall constitute Obligations and shall be secured by all
the Collateral. All fees described in this Section 2.05 which are expressed as a
per annum charge shall be calculated on the basis of the actual number of days
elapsed in a 360 day year.

                  2.06. Prepayments. (a) Borrower shall not at any time cause or
permit the total Revolving Credit Exposures to exceed the Commitments. If at any
time the total Revolving Credit Exposures exceed the Commitments at such time,
Borrower shall, without demand or notice, promptly pay to the Agent such amount
as may be necessary to eliminate such excess, which prepayment shall be applied
as set forth in Section 2.07(b).

                  (b) (i) In the event and on each occasion after the Effective
Date that a Prepayment Event described in clause (ii) of the definition of the
term Prepayment Event occurs, the Borrower shall, promptly upon (and in any
event not later than the third Business Day next following) the occurrence of
such Prepayment Event subject to the provisions of subsection (b)(iii) below,
pay to the Agent 100% of the amount of Net Proceeds of such Prepayment Event to
the Agent. All such prepayments under this subsection (b)(i) shall be applied as
set forth in Section 2.07(b).

                  (ii) In the event and on each occasion after the Effective
Date that a Prepayment Event that is an event described in clause (i) of the
definition of the term "Prepayment Event" and is not excluded from the
definition of such term pursuant to the proviso in such definition (an "Asset
Sale Prepayment Event") occurs, the Borrower shall, promptly upon (and in any
event not later than the third Business Day next following) receipt by or on
behalf of the Borrower or any Subsidiary thereof of the Net Proceeds from such
Prepayment Event, pay 100% of the aggregate amount of Net Proceeds of all such
Asset Sale Prepayment Events to the Agent, which amount, in the case of any
Asset Sale Prepayment Event with respect to the American Queen, shall be reduced
by any amounts required to be paid in connection with the MARAD Financing. All
such prepayments under this subsection (b)(ii) shall be applied as set forth in
Section 2.07(b).

                  (iii) In the event that the calculation of the Net Proceeds
relating to any Prepayment Event included an estimate for income taxes that was
at least $100,000 greater than the income taxes actually payable in respect
thereof, the Borrower shall, promptly after determining the amount of income
taxes actually payable, pay the amount by which such estimate exceeded the
amount of taxes actually payable to the Agent, which prepayment shall be applied
as set forth in Section 2.07(b).

                                       35
<PAGE>   42
                  (c) Any payment required by this Section 2.06 shall be payable
without penalty or premium, except as may be required by Section 2.09(d) with
respect to any Eurodollar Rate Loan prepaid as a result thereof.

                  2.07. Payments.

                  (a) Manner and Time of Payment. Except as otherwise expressly
set forth herein, all payments of principal of and interest on the Loans and
other Agreement Obligations (including without limitation, fees and expenses)
payable to the Agent, the Issuing Bank or the Lenders (or any of them) shall be
made without setoff, counterclaim, defense, condition or reservation of right,
in Dollars and in immediately available funds, delivered to the Agent not later
than 11:00 a.m.(New York City time) on the date and at the place due, to such
account of the Agent as it may designate, for the account of the Agent, the
Issuing Bank or the Lenders as the case may be; and funds received by the Agent
after that time and date shall be deemed to have been paid and received by the
Agent on the next succeeding Business Day. Payments actually received by the
Agent for the account of the Agent, the Issuing Bank or the Lenders or any of
them, shall be paid to them promptly after receipt thereof by the Agent.

                  (b) Apportionment of Payments and Prepayments. (i) All
payments and prepayments of principal and interest in respect of outstanding
Loans and all payments of fees and all other payments in respect of any other
Agreement Obligations, shall be allocated among the Issuing Bank and such of the
Lenders as are entitled thereto, in proportion to their respective Pro Rata
Shares or otherwise as provided herein. Subject to the provisions of Section
2.07(b)(ii), all such payments and prepayments and any other amounts received by
the Agent from or for the benefit of the Borrower shall be applied first, to pay
principal of and interest on any portion of the Loans which the Agent may have
advanced on behalf of any Lender for which the Agent has not then been
reimbursed by such Lender or the Borrower, second, to pay principal of and
interest on any advance made under Section 11.18 for which the Agent has not
then been paid by the Borrower or reimbursed by the Lenders, third, to pay all
other Agreement Obligations (other than as those referred to in clauses fourth
and fifth) then due and payable, fourth, to pay interest in respect of the
Revolving Loans and unreimbursed LC Disbursements then due and payable, and
fifth, to pay the principal of the Revolving Loans and unreimbursed LC
Disbursements. All principal payments and prepayments in respect of Loans shall
be applied first, to the Eurodollar Rate Loans maturing on the date of such
payment, second, to repay outstanding Base Rate Loans, and then to repay
outstanding Eurodollar Rate Loans with those Eurodollar Rate Loans which have
earlier expiring Interest Periods being repaid prior to those which have later
expiring Interest Periods.

                  (ii) After the occurrence of an Event of Default and while the
same is continuing, the Agent shall, unless otherwise specified at the direction
of the Requisite Lenders, which direction shall be consistent with the last
sentence of this clause (ii), apply all payments and prepayments in respect of
any Obligations and all proceeds of Collateral in the following order:

                                       36
<PAGE>   43
                  (A) first, to pay interest on and then principal of any
         portion of the Loans which the Agent may have advanced on behalf of any
         Lender for which the Agent has not then been reimbursed by such Lender
         or the Borrower;

                  (B) second, to pay interest on and then principal of any
         advance made under Section 11.18 for which the Agent has not then been
         paid by the Borrower or reimbursed by the Lenders;

                  (C) third, to pay Agreement Obligations in respect of any
         fees, expense reimbursements or indemnities then due to the Agent;

                  (D) fourth, to pay Agreement Obligations in respect of any
         fees, expense reimbursements or indemnities then due to the Lenders;

                  (E) fifth, to pay interest due in respect of Revolving Loans
         and unreimbursed LC Disbursements;

                  (F) sixth, to the ratable payment or prepayment of principal
         outstanding on Loans and unreimbursed LC Disbursements in such order as
         the Agent may determine in its sole discretion;

                  (G) seventh, to the ratable payment of all other Agreement
         Obligations; and

                  (H) eighth, to the ratable payment of all Obligations in
         respect of Eligible Hedging Contracts.

The order of priority set forth in this Section 2.07(b)(ii) and the related
provisions of this Agreement are set forth solely to determine the rights and
priorities of the Agent, the Issuing Bank, the Lenders and the other Holders of
Secured Obligations as among themselves. The order of priority set forth in
clauses (D) through (H) of this Section 2.07(b)(ii) may at any time and from
time to time be changed by the Requisite Lenders without necessity of notice to
or consent of or approval by the Borrower, or any other Person. The order of
priority set forth in clauses (A) through (C) of this Section 2.07(b)(ii) may be
changed only with the prior written consent of the Agent.

                  (iii) The Agent shall promptly distribute to the Issuing Bank
and to each Lender at its primary address set forth on the appropriate signature
page hereof or the signature page to the Assignment and Acceptance by which it
became a Lender, or at such other address as the Issuing Bank, a Lender or other
Holder of Secured Obligations may request in writing, such funds as such Person
may be entitled to receive; provided that the Agent shall under no circumstances
be bound to inquire into or determine the validity, scope or priority of any
interest or entitlement of the Issuing Bank, any Lender or any other Holder of
Secured Obligations and may suspend all payments or seek appropriate relief
(including, without limitation, instructions from the Requisite Lenders or an
action
                                       37

<PAGE>   44
in the nature of interpleader) in the event of any doubt or dispute as to any
apportionment or distribution contemplated hereby.

                  (c) Payments on Non-Business Days. Whenever any payment to be
made by Borrower hereunder shall be stated to be due on a day which is not a
Business Day, payments shall be made on the next succeeding Business Day, unless
such Business Day occurs in the succeeding month in which case such payment
shall be made on the immediately preceding Business Day, and such extension of
time, if any, shall be included in the computation of the payment of interest
hereunder and of any of the fees specified in Section 2.05, as the case may be.

                  (d) Agent's Accounting. The Agent shall maintain such
accounts, books and records (a "Loan Account") in which it shall record (i) the
names and addresses of the Issuing Bank and the Lenders and the respective
Commitments of, and principal amount of Loans owing to, each Lender from time to
time; (ii) other appropriate debits and credits as provided in this Agreement,
including, without limitation, all interest and fees constituting Obligations;
and (iii) all payments of such Obligations made by Borrower or for Borrower's
account. Each Lender shall maintain in accordance with its usual practices an
account or accounts evidencing the indebtedness of Borrower to such Lender
resulting from each Loan owing to such Lender from time to time, including the
amount of principal and interest payable and paid to such Lender from time to
time hereunder. Entries in any Loan Account made in accordance with the Agent's
or any Lender's customary accounting practices as in effect from time to time
shall constitute prima facie evidence of the matters reflected therein.

                  2.08. Interest Periods. By giving notice as set forth in
Section 2.02(a) or 2.03(c) with respect to a Borrowing of, conversion into or
continuation of Loans consisting of Eurodollar Rate Loans, Borrower shall have
the option, subject to the other provisions of this Section 2.08 and Section
2.09, to specify an interest period (each an "Interest Period") to apply to the
Borrowing described in such notice, which Interest Period shall be either a one
(1), two (2), three (3) or six (6) month period. The determination of Interest
Periods shall be subject to the following provisions:

                  (a) In the case of immediately successive Interest Periods,
each successive Interest Period shall commence on the day on which the next
preceding Interest Period expires;

                  (b) If any Interest Period would otherwise expire on a day
which is not a Business Day, the Interest Period shall be extended to expire on
the next succeeding Business Day; provided that if any such Interest Period
would otherwise expire on a day which is not a Business Day and no further
Business Day occurs in that calendar month, that Interest Period shall expire on
the immediately preceding Business Day;

                  (c) Borrower may not select an Interest Period which
terminates later than the Termination Date; and

                  (d) Without the prior written consent of the Agent, there
shall be no more than eight (8) Interest Periods under this Agreement in effect
at any one time.

                                       38
<PAGE>   45
                  2.09. Special Provisions Governing Eurodollar Rate Loans.
Notwithstanding other provisions of this Agreement, the following provisions
shall govern with respect to Eurodollar Rate Loans as to the matters covered:

                  (a) Determination of Interest Rate. As soon as practicable
after 11:00 a.m. (New York City time) on the Interest Rate Determination Date,
the Agent shall determine (which determination shall, absent manifest error, be
presumptively correct) the interest rate which shall apply to the Eurodollar
Rate Loans for which an interest rate is then being determined for the
applicable Interest Period and shall promptly give notice thereof (in writing or
by telephone confirmed in writing) to Borrower and to each Lender.

                  (b) Interest Rate Unascertainable, Inadequate or Unfair. If
prior to the commencement of any Interest Period for a Borrowing of Eurodollar
Rate Loans:

                  (i) the Agent determines (which determination shall be
         conclusive absent manifest error) that adequate and reasonable means do
         not exist for ascertaining the Adjusted LIBO Rate for such Interest
         Period; or

                  (ii) the Agent is advised by the Requisite Lenders that the
         Adjusted LIBO Rate for such Interest Period will not adequately and
         fairly reflect the cost to such Lenders of making or maintaining their
         Loans included in such Borrowing for such Interest Period;

then the Agent shall forthwith give notice thereof to Borrower and each Lender,
whereupon until the Agent has determined that the circumstances giving rise to
such suspension no longer exist, (a) the right of Borrower to elect to have
Loans bear interest based upon the Adjusted LIBO Rate shall be suspended, and
(b) each outstanding Eurodollar Rate Loan shall be converted into a Base Rate
Loan on the last day of the then current Interest Period therefor,
notwithstanding any prior election by the Borrower to the contrary.

                  (c) Illegality. (i) In the event that on any date any Lender
shall have determined (which determination shall, in the absence of manifest
error, be final and conclusive and binding upon all parties) that the making or
continuation of any Eurodollar Rate Loan has become unlawful by reason of (i) on
or after the date of this Agreement, the adoption of any law, rule or regulation
applicable to such Lender, or any change in any law, rule or regulation
applicable to such Lender, or any change in the interpretation or administration
thereof by any Governmental Authority charged with the interpretation or
administration thereof, or (ii) compliance in good faith by such Lender with any
request or directive (whether or not having the force of law) made after the
date of this Agreement of any such Governmental Authority, then, and in any such
event, such Lender shall promptly give notice (by teletransmission or by
telephone promptly confirmed in writing) to Borrower and the Agent of that
determination and the reasons therefor. Before giving any notice to Borrower or
the Agent pursuant to this Section 2.09(c)(i), such Lender shall use reasonable
efforts to make, fund and maintain its Eurodollar Rate Loans through another
Applicable Lending Office if such change will avoid the need for giving such
notice and will not, in the reasonable judgment

                                       39
<PAGE>   46
of such Lender, be disadvantageous to such Lender. The Agent shall promptly
forward any such notice it receives to the other Lenders.

                  (ii) Upon the giving of the notice referred to in Section
2.09(c)(i), (A) Borrower's right to request of such Lender and such Lender's
obligation to make Eurodollar Rate Loans with respect to any requested Borrowing
or to convert Base Rate Loans to Eurodollar Rate Loans shall be immediately
suspended, and such Lender shall make Loans with respect to such requested
Borrowing of Eurodollar Rate Loans as Base Rate Loans, and (B) if such Lender
shall have determined that it may not lawfully continue to maintain any of its
outstanding Eurodollar Rate Loans to the end of the Interest Period applicable
thereto and shall so specify in such notice, the Borrower shall be deemed to
have delivered (and is hereby permitted to so deliver) a Notice of
Conversion/Continuance solely with respect to such Lender's Eurodollar Rate
Loans and such Eurodollar Rate Loans shall be converted as of such date to Base
Rate Loans on which interest and principal shall be payable contemporaneously
with the related Eurodollar Rate Loans of the other Lenders.

                  (iii) In the event that a Lender determines at any time
following its giving of a notice referred to in Section 2.09(c)(i) that the
circumstances giving rise to such suspension no longer exist, such Lender shall
promptly give notice (by teletransmission or by telephone promptly confirmed in
writing) to Borrower and the Agent of that determination, whereupon Borrower's
right to request of such Lender and such Lender's obligation to make, or convert
Base Rate Loans to, Eurodollar Rate Loans shall be restored. The Agent shall
promptly forward any such notice it receives to the other Lenders.

                  (d) Compensation. In addition to such amounts as are required
to be paid by Borrower pursuant to Sections 2.03(a), 2.03(d), 2.05 and each
other provision of this Agreement requiring payment by Borrower, Borrower shall
compensate each Lender, upon demand, for all losses (but not including lost
profits or loss of margin), expenses and liabilities (including, without
limitation, any loss or expense incurred by reason of the liquidation or
reemployment of deposits or other funds acquired by such Lender to fund or
maintain such Lender's Eurodollar Rate Loans to the Borrower) which such Lender
may sustain (i) if for any reason a Borrowing of, conversion into or
continuation of Eurodollar Rate Loans does not occur on a date specified
therefor in a Notice of Borrowing or a Notice of Conversion/Continuation or in a
telephonic request for borrowing or conversion or continuation or a successive
Interest Period does not commence after notice therefor is given pursuant to
Section 2.03(c)(ii), (ii) if any principal payment of any Eurodollar Rate Loan
(including, without limitation, any prepayment pursuant to Section 2.06 but
excluding any prepayment of any Eurodollar Rate Loan in connection with the
replacement of any Lender under clause (i) of Section 2.14) occurs for any
reason on a date which is not the last day of the applicable Interest Period,
(iii) as a consequence of any required conversion of a Eurodollar Rate Loan to
a Base Rate Loan as a result of any of the events indicated in Section 2.09(c)
or (iv) as a consequence of an acceleration of the Obligations pursuant to
Section 9.02(a). Such Lender shall deliver to Borrower, as a condition of
Borrower's obligation to compensate such Lender, a written statement as to such

                                       40
<PAGE>   47
losses, expenses and liabilities which statement, in the absence of manifest
error, shall be conclusive as to such amounts.

                  (e) Booking of Eurodollar Rate Loans. Any Lender may make,
carry or transfer Eurodollar Rate Loans at, to, or for the account of, any of
its branch offices, agencies or the office of an Affiliate of that Lender;
provided that no such Lender shall be entitled to receive any greater amount
under Section 2.10 or Section 2.11(b) as a result of the transfer of any such
Loan than such Lender would be entitled to immediately prior thereto unless (i)
such transfer occurred at a time when circumstances giving rise to the claim for
such greater amount did not exist and were not reasonably foreseeable by such
Lender, or (ii) such claim would have arisen even if such transfer had not
occurred.

                  2.10. Taxes. (a) Any and all payments by Borrower hereunder
shall be made, in accordance with Section 2.07, free and clear of and without
deduction for any and all present or future taxes, levies, imposts, deductions,
charges, or withholdings, and all liabilities with respect thereto including
those arising after the date hereof as a result of the adoption of or any change
in any law, treaty, rule, regulation, guideline or determination of a
Governmental Authority or any change in the interpretation or application
thereof by a Governmental Authority but excluding, in the case of each Lender,
the Issuing Bank and the Agent, such taxes (including income taxes, franchise
taxes and branch profit taxes) as are imposed on or measured by such Lender's,
the Issuing Bank's or the Agent's, as the case may be, net income by the United
States of America or any Governmental Authority of the jurisdiction under the
laws of which such Lender, the Issuing Bank or Agent, as the case may be, is
organized, maintains an Applicable Lending Office or is deemed to be engaged in
trade or business other than by reason of this Agreement or the transaction
contemplated hereby (all such non-excluded taxes, levies, imposts, deductions,
charges, withholdings, and liabilities which the Agent, the Issuing Bank or a
Lender determines to be applicable to this Agreement, the other Loan Documents,
the Commitments, the Loans or the Letters of Credit being hereinafter referred
to as "Taxes"). If Borrower shall be required by law to deduct any Taxes from or
in respect of any sum payable hereunder or under the other Loan Documents to any
Lender, the Issuing Bank or the Agent, (i) the sum payable shall be increased as
may be necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section 2.10) such
Lender, the Issuing Bank or the Agent (as the case may be) receives an amount
equal to the sum it would have received had no such deductions been made, (ii)
Borrower shall make such deductions, and (iii) Borrower shall pay the full
amount deducted to the relevant taxation authority or other authority in
accordance with applicable law. If a withholding tax of the United States of
America or any other Governmental Authority shall be or become applicable (y)
after the date of this Agreement, to such payments by Borrower made to the
Applicable Lending Office or any other office that a Lender may claim as its
Applicable Lending Office, or (z) after such Lender's selection and designation
of any other Applicable Lending Office, to such payments made to such other
Applicable Lending Office, such Lender shall use reasonable efforts to make,
fund and maintain its Loans through another Applicable Lending Office of such
Lender in another jurisdiction so as to reduce such Borrower's liability
hereunder, if the making, funding or maintenance of such Loans through such
other Applicable Lending Office of such Lender does not, in the reasonable

                                       41
<PAGE>   48
judgment of such Lender, otherwise materially adversely affect such Loans,
obligations under the Commitments or such Lender.

                  (b) In addition, Borrower agrees to pay any present or future
stamp or documentary taxes or any other excise or property taxes, charges, or
similar levies which arise from any payment made hereunder or from the
execution, delivery or registration of, or otherwise with respect to, this
Agreement, the other Loan Documents, the Commitments, the Loans or the Letters
of Credit (hereinafter referred to as "Other Taxes").

                  (c) Borrower will indemnify each Lender, the Issuing Bank and
the Agent for the full amount of Taxes and Other Taxes (including, without
limitation, any Taxes or Other Taxes imposed by any Governmental Authority on
amounts payable under this Section 2.10) paid by such Lender, the Issuing Bank
or the Agent (as the case may be) and, so long as such Lender, the Issuing Bank
or the Agent (as the case may be) shall not have unreasonably delayed making
such payment, any additional liability (including penalties, interest, and
expenses) arising therefrom or with respect thereto, whether or not such Taxes
or Other Taxes were correctly or legally asserted. This indemnification shall
be made within thirty (30) days after the date such Lender, the Issuing Bank or
the Agent (as the case may be) makes written demand therefor. A certificate as
to any such amount payable to any Lender, the Issuing Bank or the Agent under
this Section 2.10 submitted to Borrower and the Agent (if a Lender or the
Issuing Bank is so submitting) by such Lender, the Issuing Bank or the Agent
shall show in reasonable detail the amount payable and the calculations used to
determine such amount and shall, absent manifest error, be final, conclusive and
binding upon all parties hereto. With respect to such deduction or withholding
for or on account of any Taxes and to confirm that all such Taxes have been paid
to the appropriate Governmental Authorities, Borrower shall promptly (and in any
event not later than thirty (30) days after receipt) furnish to each Lender, the
Issuing Bank and the Agent such certificates, receipts and other documents as
may be required (in the reasonable judgment of such Lender, the Issuing Bank or
the Agent) to establish any tax credit to which such Lender, the Issuing Bank or
the Agent may be entitled, and, to the extent that the Borrower shall have paid,
or reimbursed any Lender, the Issuing Bank or the Agent for, any such Taxes,
such Lender, the Issuing Bank or the Agent, as applicable, shall promptly refund
such amount to the Borrower to the extent that such Lender, the Issuing Bank or
the Agent, as applicable, receives a permanent tax benefit as a result of any
such credit.

                  (d) Within thirty (30) days after the date of any payment of
Taxes or Other Taxes by Borrower, Borrower will furnish to the Agent, at its
address referred to in Section 11.08, the original or a certified copy of a
receipt evidencing payment thereof.

                  (e) Without prejudice to the survival of any other agreement
of Borrower hereunder, the agreements and obligations of Borrower contained in
this Section 2.10 shall survive the payment in full of principal and interest
hereunder and the termination of this Agreement.

                  (f) Each Lender that is not created or organized under the
laws of the United States of America or a political subdivision thereof shall
deliver to Borrower and the Agent on or before

                                       42
<PAGE>   49
the Effective Date, or, if later, the date on which such Lender becomes a Lender
pursuant to Section 11.02 hereof, a true and accurate certificate executed in
duplicate by a duly authorized officer of such Lender, in a form satisfactory to
Borrower and the Agent, to the effect that such Lender is capable under the
provisions of an applicable tax treaty concluded by the United States of America
(in which case the certificate shall be accompanied by two executed copies of
Form 1001 of the IRS) or under Section 1442 of the IRC (in which case the
certificate shall be accompanied by two copies of Form 4224 of the IRS) of
receiving payments of interest hereunder without deduction or withholding of
United States federal income tax. Each such Lender further agrees to deliver to
Borrower and the Agent from time to time a true and accurate certificate
executed in duplicate by a duly authorized officer of such Lender substantially
in a form satisfactory to Borrower and the Agent, before or promptly upon the
occurrence of any event requiring a change in the most recent certificate
previously delivered by it to Borrower and the Agent pursuant to this Section
2.10(f). Further, each Lender which delivers a certificate accompanied by Form
1001 of the IRS covenants and agrees to deliver to Borrower and the Agent within
fifteen (15) days prior to January 1, 2002, and every third (3rd) anniversary of
such date thereafter, on which this Agreement is still in effect, another such
certificate and two accurate and complete original signed copies of Form 1001
(or any successor form or forms required under the IRC or the applicable
regulations promulgated there under), and each Lender that delivers a
certificate accompanied by Form 4224 of the IRS covenants and agrees to deliver
to Borrower and the Agent within fifteen (15) days prior to the beginning of
each subsequent taxable year of such Lender during which this Agreement is still
in effect, another such certificate and two accurate and complete original
signed copies of IRS Form 4224 (or any successor form or forms required under
the IRC or the applicable regulations promulgated thereunder). Each such
certificate shall certify as to one of the following:

                  (i) that such Lender is capable of receiving payments of
         interest hereunder without deduction or withholding of United States of
         America federal income tax;

                  (ii) that such Lender is not capable of receiving payments of
         interest hereunder without deduction or withholding of United States of
         America federal income tax as specified therein but is capable of
         recovering the full amount of any such deduction or withholding from a
         source other than the Borrower and will not seek any such recovery from
         Borrower; or

                  (iii) that, as a result of the adoption of or any change in
         any law, treaty, rule, regulation, guideline or determination of a
         Governmental Authority or any change in the interpretation or
         application thereof by a Governmental Authority after the date such
         Lender became a party hereto, such Lender is not capable of receiving
         payments of interest hereunder without deduction or withholding of
         United States of America federal income tax as specified therein and
         that it is not capable of recovering the full amount of the same from a
         source other than the Borrower.

                                       43
<PAGE>   50
If the form provided by any Lender at the time such Lender first becomes a party
to this Agreement indicates a United States interest withholding tax rate in
excess of zero, withholding tax at such rate shall be considered excluded from
"Taxes" as defined in Section 2.10(a).

                  Each Lender shall promptly furnish to Borrower and the Agent
such additional documents as may be reasonably required by Borrower or the Agent
to establish any exemption from or reduction of any Taxes or Other Taxes
required to be deducted or withheld and which may be obtained without undue
expense to such Lender.

                  (g) For any period with respect to which a Lender has failed
to provide Borrower with the appropriate form pursuant to Section 2.10(f)
(unless such failure is due to a change in treaty, law or regulation occurring
subsequent to the date on which a form originally was required to be provided),
such Lender shall not be entitled to indemnification under Section 2.10(c), and
Borrower shall not be required to comply with Section 2.10(a), with respect to
Taxes imposed by the United States; provided, however, that should a Lender,
which is otherwise exempt from or subject to a reduced rate of withholding tax,
become subject to Taxes because of its failure to deliver a form required
hereunder, Borrower shall take such steps as such Lender shall reasonably
request to assist such Lender to recover such Taxes so long as Borrower shall
incur no costs or liability as a result thereof.

                  2.11. Capital Adequacy; Increased Costs. (a) If any Lender or
the Issuing Bank determines that (i) the introduction of or any change in any
law, order or regulation or in the interpretation or administration of any law,
order or regulation by any Governmental Authority charged with the
interpretation or administration thereof after the date hereof or (ii)
compliance with any guideline or request issued or made after the date hereof
from any central bank or other Governmental Authority (whether or not having the
force of law) has or would have the effect of reducing the rate of return on the
capital of such Lender or the Issuing Bank or any corporation controlling such
Lender or the Issuing Bank, as a consequence of or with reference to this
Agreement, such Lender's Commitment or its making or maintaining Loans, or the
Issuing Bank's issuing or maintaining, or such Lenders participating in, Letters
of Credit, below the rate which such Lender or the Issuing Bank or such other
corporation could have achieved but for such compliance (taking into account the
policies of such Lender or the Issuing Bank or such corporation with regard to
capital) by an amount deemed by such Lender or the Issuing Bank, as applicable,
to be material, then Borrower shall from time to time, upon demand by such
Lender or the Issuing Bank (with a copy of such demand to the Agent), pay to
such Lender or the Issuing Bank, as applicable, additional amounts sufficient to
compensate such Lender or the Issuing Bank, as applicable, for such reduction,
upon receipt by Borrower (with a copy to the Agent) of a certificate as to such
amounts, by such Lender or the Issuing Bank, as applicable, setting forth in
reasonable detail the basis for, and the calculations used by such Lender or the
Issuing Bank, as applicable, in determining, any such amounts. Such certificate,
in the absence of manifest error, shall be conclusive and binding for all
purposes.

                  (b) In the event that after the date hereof (i) the adoption
of or any change in any law, treaty, rule, regulation, guideline or
determination of a Governmental Authority or any change in the

                                       44
<PAGE>   51
interpretation or application thereof by a Governmental Authority, or (ii)
compliance by any Lender or the Issuing Bank with any request or directive
(whether or not having the force of law and whether or not the failure to comply
therewith would be unlawful) from any central bank or other Governmental
Authority or quasi-governmental authority exercising jurisdiction, power or
control over banks or financial institutions generally, does impose, modify, or
hold applicable, in the determination of a Lender, any reserve, special deposit,
compulsory loan, FDIC insurance, capital allocation or similar requirement
against assets held by, or deposits or other liabilities in or for the account
of, advances or loans by, commitments made, letters of credit issued or
participated in, or other credit extended by, or any other acquisition of funds
by, a Lender or any Applicable Lending Office of such Lender (except with
respect to Base Rate Loans, so long as the Alternate Base Rate in effect at the
time is determined by reference to the Prime Rate) or the Issuing Bank which is
not otherwise taken into account in the calculation of the Adjusted LIBO Rate or
the Alternate Base Rate, and the result of any of the foregoing is to increase
the cost to such Lender or the Issuing Bank of making, renewing or maintaining
the Loans or its Commitment or issuing, maintaining or participating in any
Letter of Credit or to reduce any amount receivable hereunder or thereunder;
then, in any such case, Borrower shall upon written notice from and demand by
that Lender or the Issuing Bank pay to such Lender or the Issuing Bank, as
applicable, within fifteen (15) Business Days of the date specified in such
notice and demand, such amount or amounts (based upon a reasonable allocation
thereof by such Lender or the Issuing Bank, as applicable, to the financing
transactions contemplated by this Agreement and affected by this Section
2.11(b)) as may be necessary to compensate that Lender or the Issuing Bank, as
applicable, for any such additional cost incurred or reduced amount received.
Such Lender or the Issuing Bank, as applicable, shall deliver to the Borrower
with any such notice and demand a certificate setting forth in reasonable detail
the basis for, and the calculations used by such Lender or the Issuing Bank, as
applicable, in determining, the costs or reductions so claimed and the
allocation made by such Lender or the Issuing Bank, as applicable, of such costs
and reductions. Such certificate, in the absence of manifest error, shall be
conclusive and binding for all purposes. If a Lender or the Issuing Bank, as
applicable, subsequently recovers from another Person any amount previously paid
by Borrower pursuant to this Section 2.11(b), such Lender or the Issuing Bank,
as applicable, shall, within thirty (30) days after receipt of such refund and
to the extent permitted by applicable law, pay to the Borrower, without
interest, the amount of any such recovery.

                  (c) Failure or delay on the part of any Lender or the Issuing
Bank to demand compensation pursuant to this Section 2.11 shall not constitute a
waiver of such Lender's or the Issuing Bank's right to demand such compensation;
provided that the Borrower shall not be required to compensate a Lender or the
Issuing Bank pursuant to this Section 2.11 for any increased costs or reduction
incurred more than 180 days prior to the date that such Lender or the Issuing
Bank, as the case may be, notifies the Borrower of the circumstances giving rise
to such increased costs or reductions and of such Lender's or the Issuing Bank's
intention to claim compensation therefor; provided further that, if the change
or compliance giving rise to such increased costs or reductions is retroactive,
then the 180-day period referred to above shall be extended to include the
period of retroactive effect thereof.

                                       45

<PAGE>   52
                  (d) If any Lender requests compensation under this Section
2.11, then such Lender shall use reasonable efforts to designate a different
Applicable Lending Office for funding or booking its Loans hereunder, if, in the
reasonable judgment of such Lender, such designation (i) would eliminate or
reduce amounts payable pursuant to this Section 2.11 in the future and (ii)
would not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender.

                  2.12. Use of Proceeds of the Loans and the Letters of Credit.
The proceeds of the Loans and the Letters of Credit shall be used for general
corporate purposes.

                  2.13. Authorized Officers of Borrower. Borrower shall notify
the Agent in writing of the names of the officers and employees authorized to
request Loans and Letters of Credit and to request a conversion or continuation
of any Loan and shall provide the Agent with a specimen signature of each such
officer or employee. The Agent shall be entitled to rely conclusively on such
officer's or employee's authority to request such Loan or Letter of Credit or
such conversion or continuation until the Agent receives written notice to the
contrary. The Agent shall have no duty to verify the authenticity of the
signature appearing on any written Notice of Borrowing, notice of request for
the issuance of a Letter of Credit or Notice of Conversion/Continuation and,
with respect to an oral request for such a Loan or such conversion or
continuation, the Agent shall have no duty to verify the identity of any person
representing himself as one of the officers or employees authorized to make such
request on behalf of Borrower. Neither the Agent nor any Lender shall incur any
liability to Borrower in acting upon any telephonic notice referred to above
which the Agent believes to have been given by a duly authorized officer or
other person authorized to borrow on behalf of Borrower.

                  2.14. Replacement of Certain Lenders. In the event a Lender
("Affected Lender") shall have: (i) failed to fund its Pro Rata Share of any
Borrowing requested by the Borrower which such Lender is obligated to fund under
the terms of this Agreement and which such failure has not been cured, (ii) has
requested compensation from the Borrower under Section 2.10 or 2.11 to recover
additional costs incurred by such Lender which are not being incurred generally
by the other Lenders, or (iii) delivered a notice pursuant to Section 2.09(c)(i)
claiming that such Lender is unable to extend Eurodollar Rate Loans to the
Borrower for reasons not generally applicable to the other Lenders, then, in any
such case, the Borrower or the Agent may make written demand on such Affected
Lender (with a copy to the Agent in the case of a demand by the Borrower and a
copy to the Borrower in the case of a demand by the Agent) for the Affected
Lender to assign, and such Affected Lender shall assign pursuant to one or more
duly executed Assignment and Acceptances five (5) Business Days after the date
of such demand, to one or more financial institutions which complies with the
provisions of Section 11.02) (and, if selected by the Borrower is reasonably
acceptable to the Agent) which the Borrower or the Agent, as the case may be,
shall have engaged for such purpose ("Replacement Lender"), all of such Affected
Lender's rights and obligations under this Agreement and the other Loan
Documents (including, without limitation, its Commitment and Revolving Credit
Exposure) in accordance with Section 11.02. Further, with respect to such
assignment, the Affected Lender shall have concurrently received, in cash, all
amounts due and

                                       46
<PAGE>   53
owing to the Affected Lender hereunder or under any other Loan Document,
including, without limitation, the aggregate outstanding principal amount of the
Loans and unreimbursed LC Disbursements owed to such Lender, together with
accrued interest thereon through the date of such assignment, amounts payable
under Sections 2.10 and 2.11, and compensation payable under Section 2.09(d) in
the event of any replacement of any Affected Lender under clause (ii) or clause
(iii) of this Section 2.14; provided, upon such Affected Lender's replacement,
such Affected Lender shall cease to be a party hereto but shall continue to be
entitled to the benefits of Sections 2.09, 2.10, 2.11, 11.03 and 11.04, as well
as to any fees accrued for its account hereunder and not yet paid. Upon the
replacement of any Affected Lender pursuant to this Section 2.14, each such
Affected Lender shall cease to have any participation in, entitlement to, or
other right to share in the security interests and liens of the Agent and the
Holders of Secured Obligations in the Collateral except with respect to Eligible
Hedging Contracts.


                                   ARTICLE III
                               CONDITIONS TO LOANS

                  3.01. Conditions Precedent to Effectiveness. The effectiveness
of this Agreement, and the obligation of each Lender to make Revolving Loans and
of the Issuing Bank to issue Letters of Credit hereunder, shall be subject to
the satisfaction of all of the following conditions precedent:

                  (a) Documents. The Agent and the Lenders shall have received
on or before the Effective Date (i) this Agreement, the Notes, the other
Transaction Documents and all other agreements, documents and instruments
described in the List of Closing Documents attached hereto as Exhibit 6 and made
a part hereof, each duly executed where appropriate and in form and substance
satisfactory to the Agent and the Lenders and (ii) such additional documentation
as the Agent or any Lender may reasonably request.

                  (b) No Legal Impediments. No law, regulation, order, judgment
or decree of any Governmental Authority shall, and the Agent shall not have
received any notice that litigation is pending or threatened which is likely to
(i) enjoin, prohibit or restrain the making of the Loans on the Effective Date
or (ii) impose or result in the imposition of a Material Adverse Effect.

                  (c) No Change in Condition. No change in the business, assets,
management, operations or financial condition of the Borrower or the
Consolidated Borrower Group taken as a whole shall have occurred since December
31, 1997, which change, in the judgment of the Lenders, could reasonably be
expected to have a Material Adverse Effect.

                  (d) No Default. No Event of Default or Potential Event of
Default shall have occurred and be continuing or would result from the making of
the Loans.

                                       47
<PAGE>   54
                  (e) Representations and Warranties. All of the representations
and warranties contained in Section 4.01 and in any of the other Loan Documents
shall be true and correct in all material respects on and as of the Effective
Date.

                  (f) Payment of Fees and Expenses. On the Effective Date, the
Borrower shall have paid to the Agent, for the accounts of the Lenders and the
Agent, as applicable, an amount equal to the sum of (i) all fees due and payable
on or before the Effective Date (including, without limitation, all fees
described in the Fee Letter) and (ii) all expenses due and payable on or before
the Effective Date (including the expenses and fees of Sidley & Austin then due
and payable).

                  (g) Legal Matters. All legal and regulatory matters shall be
satisfactory to the Agent and its counsel and to each Lender and their
respective counsel.

                  (h) Termination of Existing Credit Agreement. The Third
Amended and Restated Credit Agreement dated as of April 22, 1996, as amended,
among the Borrower, Parent, the financial institutions party thereto and The
Chase Manhattan Bank, as Agent, shall have been terminated, all obligations of
the Borrower thereunder shall have been paid in full, or will be paid in full
from the proceeds of the Initial Funding hereunder on the Effective Date, and
all Liens on the Property of the Borrower and its Subsidiaries securing such
obligations shall have been terminated..

                  3.02. Conditions Precedent to all Loans. The obligation of
each Lender to make any Revolving Loan on any date, and of the Issuing Bank to
issue, amend, renew or extend any Letter of Credit on any date, is subject to
the following conditions precedent as of such date:

                  (a) Representations and Warranties. All of the representations
and warranties of Borrower contained in or repeated pursuant to Section 4.02 and
of Borrower or its Subsidiaries contained in any other Loan Document (other than
representations and warranties which expressly speak only as of a different
date) shall be true and complete in all respects on and as of such date as
though made on and as of such date both before and after taking into account the
requested Revolving Loan to be made or the requested Letter of Credit to be
issued.

                  (b) No Default. No Event of Default or Potential Event of
Default shall have occurred and be continuing or would result from the making of
the requested Revolving Loan or the issuance of the requested Letter of Credit.

                  (c) No Injunction. No law or regulation shall have been
adopted, no order, judgment or decree of any Governmental Authority shall have
been issued, and no litigation shall be pending or threatened (other than as a
result of any condition described in Section 2.09(d), 2.10 or 2.11), which in
the reasonable judgment of the Requisite Lenders, would enjoin, prohibit or
restrain any Lender from making the requested Revolving Loan or the Issuing Bank
from issuing the requested Letter of Credit or as a result of making any such
Loan or issuing any such Letter of Credit impose or result in the imposition of
any material adverse condition upon any Lender.

                                       48
<PAGE>   55
                  (d) No Material Adverse Change. No event shall have occurred
after December 31, 1997 which, in the reasonable judgment of the Requisite
Lenders, could reasonably be expected to have a Material Adverse Effect.

                  (e) No Forfeiture Proceedings. Neither the Borrower nor any of
its Subsidiaries shall have been named as a defendant in a criminal indictment
under the Racketeering Influenced and Corrupt Organizations Act or any similar
federal or state statute which provides for forfeiture of assets as a potential
criminal penalty unless such proceeding shall not be adverse to the interests of
the Lenders.

Each Borrowing and each issuance, amendment, renewal or extension of a Letter of
Credit shall constitute a representation and warranty by Borrower as of the date
thereof that all the conditions contained in this Section 3.02 have been
satisfied or waived in writing pursuant to Section 11.07.


                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

                  4.01. Representations and Warranties on the Initial Funding
Date. To induce each Lender, the Issuing Bank and the Agent to enter into this
Agreement and to make the Loans and to issue and participate in Letters of
Credit hereunder, the Borrower hereby represents and warrants to each Lender,
the Issuing Bank and the Agent that the following statements are true and
correct:

                           (a) Organization; Corporate Powers. The Borrower and
each of its Subsidiaries (i) is a corporation or limited liability company duly
organized, validly existing and in good standing under the 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 could
not reasonably be expected to 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) The Borrower and each of its 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 the Borrower or any of its Subsidiaries is a party, and the consummation
of the transactions contemplated thereby, have been duly authorized by all
necessary corporate or company action on the part of each such Person, the
respective boards of directors or managers, as applicable, of each such Person,
and, if necessary, the

                                       49
<PAGE>   56
stockholders or members, as applicable, of each 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 the
Borrower or any of its Subsidiaries is a party has been duly executed and
delivered (or filed or recorded, as the case may be) by each such Person 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 the Borrower and each of its Subsidiaries 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.

                  (c) Subsidiaries. The Borrower has 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 or acquired after the Effective Date.

                  (d) No Conflict. The execution, delivery and performance by
the Borrower and each of its Subsidiaries of each Transaction Document to which
it is a party 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 could reasonably be 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
stock holders or members of any such Person, unless such approval has been
obtained.

                  (e) Governmental Consents. The execution, delivery and
performance by the Borrower and each of its Subsidiaries of each Transaction
Document to which it is a party and the transactions contemplated thereby do not
and will not require any registration with, consent or approval of, or notice
to, or other action with or by, any Governmental Authority.

                  (f) Governmental Regulation. Neither the Borrower nor any of
its Subsidiaries is subject to regulation under the Public Utility Holdings
Company Act of 1935, the Federal Power Act, the Interstate Commerce Act, the
Investment Company Act of 1940 or any other statute or regulation of any
Governmental Authority such that its ability to incur indebtedness is limited or
its

                                       50
<PAGE>   57
ability to consummate the transactions contemplated hereby or by the other
Transaction Documents is materially impaired.

                  (g) Financial Position. (i) As of the Effective Date, all
quarterly and annual financial statements of Borrower or of the Consolidated
Borrower Group delivered to the Agent were prepared in conformity with Agreement
Accounting Principles (except as otherwise noted therein) and fairly present the
financial position of Borrower or the consolidated financial position of the
Consolidated Borrower Group, as the case may be, as at the respective dates
thereof and the results of operations and changes in cash flows for each of the
periods covered thereby, subject, in the case of any unaudited interim financial
statements, to normal year-end adjustments.

                           (ii) All quarterly and annual financial statements of
the Borrower or of the Consolidated Borrower Group delivered to the Agent after
the Effective Date were prepared in conformity with Agreement Accounting
Principles (except as otherwise noted therein) and fairly present the financial
position of Borrower or the consolidated financial position of the Consolidated
Borrower Group, as the case may be, as at the respective dates thereof and the
results of operations and changes in cash flows for each of the periods covered
thereby, subject, in the case of any unaudited interim financial statements, to
normal year-end adjustments. Except as contemplated in the Transaction
Documents, neither the Borrower nor any of its Subsidiaries has any material
obligations, contingent liabilities or liabilities for taxes, long term leases
or material or unusual forward or long term commitments which are not reflected
in such financial statements and the notes thereto as at the respective dates
thereof.

                  (h) Financial Projections. As of the Effective Date, the
financial statement projections for the Consolidated Borrower Group contained in
the Confidential Information Memorandum dated January 1999 delivered to the
Lenders reflect the Borrower's best estimate of future performance based upon
the past operations of its business, current conditions and other information
available to the Borrower at the time, and the assumptions and methodology used
in such projections were reasonable.

                  (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) As of the Effective Date, 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

                                       51
<PAGE>   58
                  (B) any Subsidiary of the Borrower other than the capital
         stock of DQSB II, Inc., of DQSC Property Co. and of Cruise America
         Travel, Incorporated held by Borrower and the membership interests in
         Great River Cruse Line, L.L.C., in Great Ocean Cruise Line, L.L.C and
         in GAQSC owned by Borrower and by DQSB II, Inc. and in each case, other
         than with respect to GAQSC pursuant to the MARAD Financing, pledged to
         the Agent for the benefit of itself and Holders of Secured Obligations
         pursuant to the Pledge Agreements.

                  (iii) None of the capital stock or membership interests of any
Subsidiary of the Borrower, other than with respect to GAQSC pursuant to the
MARAD Financing, 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 Subsidiary of the
Borrower that is a corporation is duly authorized, validly issued, fully paid
and nonassessable. Neither the Borrower nor any of its Subsidiaries that is a
member of any other Subsidiary that is a limited liability company has any
further liability to such other Subsidiary for contribution or otherwise in its
capacity as such a member.

                  (j) Litigation; Adverse Effects. (i) Except as set forth in
Schedule 4.01(j), there is no action, suit, proceeding, investigation of any
Governmental Authority or arbitration, at law or in equity, or before or by any
Governmental Authority, pending, or, to the best knowledge of Borrower,
threatened against the Borrower or any of its Subsidiaries or any Property of
any of them, as to which there is a reasonable possibility of an adverse
determination and which if adversely determined could reasonably be expected to
have a Material Adverse Effect.

                           (ii) Neither the Borrower nor any of its Subsidiaries
is (A) to the knowledge of Borrower, in violation of any applicable law which
violation could reasonably be expected to have a Material Adverse Effect, or (B)
subject to or in default with respect to any final judgment, writ, injunction,
decree, order, rule or regulation of any court or Governmental Authority which
could reasonably be expected to have a Material Adverse Effect. Except as set
forth in Schedule 4.01(j), there is no action, suit, proceeding or investigation
pending or, to the knowledge of Borrower, threatened against or affecting the
Borrower or any of its Subsidiaries (1) which challenges the validity or the
enforceability of any of the Transaction Documents or (2) which will or would
reasonably be expected to result in (y) any liability in the aggregate in the
amount of greater than $1,000,000 with respect to any such Person (in each case
net of applicable third-party insurance coverage other than retro-premium
insurance that determines retro-premiums solely on the basis of losses of the
insured person) or (z) which involves a claim under the Racketeering Influenced
and Corrupt Organizations Act or any similar federal or state statute where such
Person is a defendant in a criminal indictment that provides for the forfeiture
of assets to any Governmental Authority as a potential criminal penalty.

                  (k) No Material Adverse Change. With respect to Borrower or
the Consolidated Borrower Group taken as a whole, there has occurred no event
since December 31, 1997 which could reasonably be expected to have a Material
Adverse Effect.

                                       52
<PAGE>   59
                  (l) Payment of Taxes. All tax returns and reports of Borrower
and its Subsidiaries required to be filed (including extensions), have been
timely filed, and all taxes, assessments, fees and other charges of Governmental
Authorities thereupon and upon their respective properties, assets, income and
franchises which are shown on such returns as being due and payable, have been
paid when due and payable, except (i) taxes being contested in good faith by
appropriate proceedings and that are reserved against in accordance with
Agreement Accounting Principles, (ii) taxes which are not yet delinquent, (iii)
taxes which are payable in installments so long as paid before any penalty
accrues with respect thereto and (iv) other taxes, assessments, fees and other
charges of Governmental Authorities the failure of which to pay could not be
reasonably expected to have a Material Adverse Effect in the aggregate and tax
returns and reports with respect to taxes that are reserved against in
accordance with Agreement Accounting Principles. On the Effective Date, except
as set forth in clause (iv) above or on Schedule 4.01(l), and after the
Effective Date, except as set forth in clauses (i) through (iv) above or on
Schedule 4.01(l), Borrower has no knowledge of any proposed tax assessment
against Borrower or any Borrower Subsidiary. All tax assessments referred to in
Schedule 4.01(l) are being contested in good faith by Borrower or such
Subsidiary or a settlement with respect to any such assessment is being
negotiated in good faith by such Person and appropriate reserves have been
established in accordance with Agreement Accounting Principles.

                  (m) Material Adverse Agreements. Neither the Borrower nor any
of its Subsidiaries is a party to or subject to any Contractual Obligation or
other restriction contained in its charter or By-laws which could reasonably be
expected to have a Material Adverse Effect after giving effect to the
consummation of the transactions contemplated in the Transaction Documents or
otherwise.

                  (n) Performance. Neither the Borrower nor any of its
Subsidiaries is in default in the performance, observance or fulfillment of any
of the obligations, covenants or conditions contained in any Contractual
Obligation applicable to it under any agreement or instrument the absence or
termination of which Contractual Obligations could reasonably be expected to
have a Material Adverse Effect, and no condition exists which, with the giving
of notice or the lapse of time, or both, would constitute a default under such
Contractual Obligation, except where the consequences, direct or indirect, of
such default or defaults, if any, could not reasonably be expected to have a
Material Adverse Effect.

                  (o) Securities Activities. Neither the Borrower nor any of its
Subsidiaries is engaged in the business of extending credit for the purpose of
purchasing or carrying any Margin Stock.

                  (p) Disclosure. Subject to changes in facts or conditions
which are required or permitted under this Agreement, the representations and
warranties of the Borrower and its Subsidiaries contained in the Transaction
Documents, and all certificates and other documents delivered to the Agent in
connection therewith, taken as a whole do not contain any untrue statement of a
material fact or omit to state a material fact necessary in order to make the
statements contained herein or therein, in light of the circumstances under
which they were made, not misleading.

                                       53
<PAGE>   60
                  (q) Requirements of Law. The Borrower and each of its
Subsidiaries is in compliance with all Requirements of Law (including, without
limitation, the Securities Act and the Securities Exchange Act, the applicable
rules and regulations thereunder, and state securities laws) applicable to it
and its business, where the failure to so comply could not reasonably be
expected to have a Material Adverse Effect.

                  (r) Patents, Trademarks, Permits, Etc. The Borrower and each
of its Subsidiaries owns, is licensed or otherwise has the lawful right to use,
or has all permits and other approvals of Governmental Authorities, patents,
trademarks, service marks, trade names, copyrights, technology, know-how and
processes used in or necessary for the conduct of its business except to the
extent that the absence of which could not reasonably be expected to have
Material Adverse Effect. The use of such permits and other approvals of
Governmental Authorities, patents, trademarks, service marks, trade names,
copyrights, technology, know-how and processes by the Borrower or any of its
Subsidiaries does not infringe on the rights of any Person, subject to such
claims and infringements the existence of which could not reasonably be expected
to have a Material Adverse Effect. The consummation of the transactions
contemplated by the Transaction Documents will not impair the ownership of or
rights under (or the license or other right to use, as the case may be) any
permits and governmental approvals, patents, trademarks, service marks, trade
names, copyrights, technology, know-how or processes by the Borrower or any of
its Subsidiaries in any manner which could reasonably be expected to have a
Material Adverse Effect.

                  (s) Environmental Matters. Except where the failure of which
could not reasonably be expected to have a Material Adverse Effect, (i) each of
the operations of the Borrower and its Subsidiaries comply in all material
respects with all applicable environmental, health and safety Requirements of
Law; (ii) the Borrower and each of its Subsidiaries has obtained all
environmental, health and safety Permits necessary for its operations, all such
Permits are in good standing and the Borrower and each of its Subsidiaries is in
compliance with all terms and conditions of such Permits; (iii) (A) neither the
Borrower nor any of its Subsidiaries, any of their present Property or
operations and (B) to the knowledge of the Borrower, none of the Borrower's nor
any of its Subsidiaries' previously owned Property or past operations is subject
to any order from or agreement with any Governmental Authority or private party
or any judicial or administrative proceeding or investigations respecting any
environmental, health or safety Requirements of Law or is the subject of any
investigation by any Governmental Authority evaluating the need for Remedial
Action to respond to a material Release or threatened Release of a Contaminant
into the environment, or is subject to any Remedial Action or other Liabilities
and Costs arising from the Release or threatened Release of a Contaminant into
the environment; (iv) none of the operations of the Borrower or any of its
Subsidiaries is subject to any judicial or administrative proceeding alleging a
violation of any environmental, health or safety Requirement of Law; (v) none of
the present or, to the knowledge of the Borrower, past operations of the
Borrower or its Subsidiaries is the subject of any investigation by any
Governmental Authority evaluating whether any Remedial Action is needed to
respond to a Release or threatened Release of a Contaminant into the
environment; (vi) to the knowledge of the Borrower, no past or present property
of the Borrower or any of its Subsidiaries is now or has ever been a storage,
treatment or disposal facility for hazardous waste, as those terms

                                       54
<PAGE>   61
are defined under 40 CFR Part 261 or any state equivalent; (vii) neither the
Borrower nor any of its Subsidiaries has filed any notice under any applicable
Requirement of Law reporting a Release of a Contaminant into the environment;
(viii) there is not now, nor has there ever been, on or in the Property of the
Borrower or any of its Subsidiaries: (A) any underground storage tanks or
surface impoundments or (B) any polychlorinated biphenyls used in hydraulic
oils, electrical transformers or other equipment; (ix) neither the Borrower nor
any of its Subsidiaries has received any notice or claim to the effect that it
is or might be liable to any Person as a result of the Release or threatened
Release of a Contaminant into the environment, or as a result of exposure to
asbestos or to any other hazardous substance, which might result in liability in
excess of workers compensation; (x) no Environmental Lien has attached to any
Property of the Borrower or any of its Subsidiaries; or (xi) within the last
eighteen months, the Borrower has inspected its Property and the Property of its
Subsidiaries which the Borrower knows contains asbestos containing material or
which was acquired during such eighteen-month period and which the Borrower has
reason to believe could contain asbestos containing material, and all asbestos
containing material, if any, which is on or part of such Property (excluding any
raw materials which are used in the manufacture of products or products
themselves) is in good repair according to the current standards and practices
governing such material, and its presence or condition does not violate any
currently applicable or proposed Requirement of Law; and (xii) none of the
products which the Borrower or any of its Subsidiaries manufactures, distributes
or sells, or ever has manufactured, distributed or sold, contains asbestos
material.

                  (t) ERISA. Neither Borrower nor any ERISA Affiliate maintains
or contributes to any Plan other than those listed on Schedule 4.01(t). Each
Plan which is intended to be qualified under Section 401(a) of the IRC as
currently in effect has been determined by the IRS to be so qualified (or will
be submitted to the IRS for a determination as to its qualified status within
the applicable remedial amendment period for such Plan), and each trust related
to any such Plan has been determined to be exempt from Federal income tax under
Section 501(a) of the IRC as currently in effect. Except as disclosed in
Schedule 4.01(t), neither Borrower nor any ERISA Affiliate maintains or
contributes to any employee welfare benefit plan within the meaning of Section
3(1) of ERISA which provides benefits to employees after termination of
employment other than as required by Section 601 of ERISA. The Borrower and all
of its ERISA Affiliates are in compliance in all material respects with all of
the responsibilities, obligations or duties imposed on them by ERISA or
regulations promulgated thereunder with respect to all Plans. No Benefit Plan
has incurred any accumulated funding deficiency (as defined in Sections
302(a)(2) of ERISA and 412(a) of the IRC) whether or not waived. Neither the
Borrower nor any ERISA Affiliate or any fiduciary of any Plan which is not a
Multiemployer Plan (i) has engaged in a nonexempt prohibited transaction
described in Section 406 of ERISA or 4975 of the IRC which could result in the
imposition of a penalty or fine, the payment of which could reasonably be
expected to have a Material Adverse Effect, or (ii) has taken or failed to take
any action which would constitute or result in a Termination Event that could
subject either the Borrower or an ERISA Affiliate to a material liability to pay
money. Except as disclosed on Schedule 4.01(t), neither the Borrower nor any
ERISA Affiliate has any potential liability of a material amount under Section
4063, 4064, 4069, 4204 or 4212(c) of ERISA. Neither the Borrower nor any ERISA
Affiliate has incurred any liability to the PBGC which

                                       55
<PAGE>   62
remains outstanding other than the payment of premiums, and there are no premium
payments which have become due which are unpaid. Neither Borrower nor any ERISA
Affiliate has (i) failed to make a required contribution or payment to a
Multiemployer Plan or (ii) made a complete or partial withdrawal under Section
4203 or 4205 of ERISA from a Multiemployer Plan. Neither Borrower nor any ERISA
Affiliate has failed to make a required installment or any other required
payment under Section 412 of the IRC on or before the due date for such
installment or other payment. Neither Borrower nor any ERISA Affiliate is
required to provide security to a Benefit Plan under Section 401(a)(29) of the
IRC due to a Plan amendment that results in an increase in current liability for
the plan year. Neither the Borrower nor any ERISA Affiliate has by reason of the
transactions contemplated hereby any obligation to make any payment to any
employee pursuant to any Plan or existing contract or arrangement.

                  (u) Solvency. The Borrower, individually, and the Consolidated
Borrower Group, considered as one enterprise, are each Solvent after giving
effect to the transactions contemplated by this Agreement and the other
Transaction Documents and the payment and accrual of all Transaction Costs with
respect to any of the foregoing.

                  (v) Assets and Properties. The Borrower and each of its
Subsidiaries has good title to all of the assets (tangible and intangible) owned
by it, except for imperfections of title (including Liens to the extent
permitted under Section 7.02(b)) which in the aggregate could not reasonably be
expected to have a Material Adverse Effect; and all such assets are free and
clear of all Liens, except as otherwise specifically permitted by the terms and
provisions of this Agreement and the other Loan Documents. Other than the New
Vessels during any period in which such New Vessels are being purchased,
outfitted or constructed or assets or properties damaged or destroyed by
casualty or condemnation during the period of any repair or reconstruction,
substantially all of the assets and properties owned by, leased to or used by
Borrower or any of its Subsidiaries are in good repair, working order and
condition, excepting ordinary wear and tear, are free and clear of any known
defects except such defects as do not substantially interfere with the continued
use thereof in the conduct of normal operations.

                  (w) Joint Venture; Partnership. Except as set forth in
Schedule 4.01(w) or permitted under Section 7.03, neither the Borrower nor any
of its Subsidiaries is engaged in any joint venture or partnership with any
other Person.

                  (x) Labor Matters. Except as listed on Schedule 4.01(x), there
are no collective bargaining agreements, other labor agreements or Multiemployer
Plans covering any of the employees of Borrower or any of its Subsidiaries. No
attempt to organize the employees of Borrower or any of its Subsidiaries, and no
labor disputes, strikes or walkouts affecting the operations of Borrower or any
of its Subsidiaries is pending or, to Borrower's knowledge, threatened, planned
or contemplated.

                  (y) No Default. No Potential Event of Default or Event of
Default exists.

                                       56
<PAGE>   63
                  (z) Restricted Junior Payments. On or after the Effective
Date, neither Borrower nor any Subsidiary of Borrower has directly or indirectly
declared, ordered, paid or made or set apart any sum or property for any
Restricted Junior Payment or agreed to do so, except to the extent permitted
pursuant to Section 7.05.

                  (aa) Advances to Parent. All Investments of the Borrower in
the Parent as of the Effective Date constitute Indebtedness of the Parent
extended by the Borrower on open account and none are evidenced by any
promissory note or other instrument.

                  (bb) Year 2000. Borrower has established a plan to address
"Year 2000 issues" (that is, the risk that computer systems or other equipment
may not be able to properly perform date- sensitive functions after December 31,
1999), including an inventory, risk assessment, testing and remediation or
replacement of the Borrower's and any of its Subsidiaries' (i) computer systems
and (ii) equipment containing embedded microchips that may be vulnerable to Year
2000 issues. Borrower anticipates completing its such Year 2000 project,
including the testing of all such computer systems and equipment which must be
reprogrammed or replaced, no later than September 30, 1999, and that all such
modifications and improvements will enable its information systems to function
properly with respect to dates in the Year 2000 and thereafter. Based upon its
current assessment efforts, Borrower does not believe that Year 2000 issues with
respect to its computer systems and equipment, or the computer systems and
equipment of other companies on which Borrower's or its Subsidiaries' systems or
operations rely, including, without limitation, their major suppliers and travel
partners, could reasonably be expected to have a Material Adverse Effect;
however, Borrower's and its Subsidiaries' Year 2000 issues and any potential
business interruptions, costs, damages or losses related thereto are dependent,
to a significant degree, upon the Year 2000 compliance of third parties. There
can be no guarantee that the systems of other companies on which Borrower's or
its Subsidiaries' systems or operations rely, including, without limitation,
their major suppliers and travel partners, will be Year 2000 compliant and would
not have an adverse effect on Borrower's or its Subsidiaries' business,
financial condition or operations. In addition, some risks of year 2000 issues
are beyond the control of Borrower and its suppliers and travel partners.

                  4.02. Subsequent Funding Representations and Warranties. To
induce each Lender, the Issuing Bank and the Agent to enter into this Agreement
and to make the Loans and issue Letters of Credit, Borrower hereby represents
and warrants to each Lender, the Issuing Bank and the Agent that the statements
set forth in Section 4.01 (except to the extent that such statements expressly
are made only as of the Effective Date or another earlier date) are true,
correct and complete in all material respects on and as of the Funding Date in
respect of each Borrowing and each issuance of a Letter of Credit after the
Effective Date, except that the representations and warranties need not be true
and correct to the extent that changes in the facts and conditions on which such
representations and warranties are based are required or permitted under this
Agreement.

                                    ARTICLE V
                               REPORTING COVENANTS

                                       57
<PAGE>   64
                  So long as Borrower shall have any outstanding Agreement
Obligations or any Lender shall have any Commitment hereunder:

                  5.01. Financial Statements. Borrower shall maintain or cause
to be maintained a system of accounting established and administered in
accordance with sound business practices and consistent with past practice to
permit preparation of financial statements in conformity with GAAP, and, if
required by the terms of this Agreement, in conformity with Agreement Accounting
Principles, and each of the financial statements described below shall be
prepared from such system and records. Borrower shall deliver or cause to be
delivered to the Agent and each Lender:

                  (a) Quarterly Reports. As soon as practicable, and in any
event within fifty-five (55) days after the end of each of Borrower's first
three fiscal quarters of any Fiscal Year, on a consolidated basis for the
Consolidated Borrower Group, each of the following:

                           (A) a balance sheet as of the end of such fiscal
                  quarter, and as of the end of the previous Fiscal Year;

                           (B) an income statement for such fiscal quarter and
                  for the period from the beginning of the current Fiscal Year
                  to the end of such fiscal quarter, setting forth in each case
                  in comparative form and in reasonable detail the figures for
                  the corresponding periods of the previous Fiscal Year; and

                           (C) a cash flow statement for the period from the
                  beginning of the current Fiscal Year to the end of such fiscal
                  quarter, setting forth in each case in comparative form and in
                  reasonable detail the figures for the corresponding period of
                  the previous Fiscal Year;

together with an Officer's Certificate of the Borrower stating that such
financial statements fairly represent the financial condition, results of
operations and cash flows of the Persons covered thereby as at the dates and for
the periods indicated in accordance with Agreement Accounting Principles,
subject to normal year-end adjustments.

                  (b) Annual Reports. As soon as practicable, and in any event
within one hundred (100) days after the end of each Fiscal Year, on a
consolidated basis for the Consolidated Borrower Group, annual financial
statements consisting of a balance sheet, income statement and cash flow
statement, setting forth in comparative form in each case the consolidated
figures for the corresponding periods of the previous Fiscal Year and for the
Fiscal Year of the current financial statement, all in reasonable detail, and
accompanied by an opinion (unqualified as to scope or going concern and which is
not adverse) thereon of the firm of independent certified public accountants of
recognized national standing regularly retained by the Borrower and acceptable
to the Requisite Lenders (it being understood that any of the five largest
accounting firms in the United States shall be deemed acceptable), which report
shall state that such financial statements present fairly in all material
respects the financial position of the Persons covered thereby as at the dates
indicated and

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<PAGE>   65
the results of their operations and cash flow for the periods indicated in
conformity with GAAP applied on a basis consistent with prior years (or, in the
event of a change in accounting principles, such accountants' concurrence with
such change) and that such firm's audit has been conducted in accordance with
generally accepted auditing standards.

                  (c) Budget and Business Plan. Promptly upon completion, but in
any event not later than one hundred twenty (120) days after the end of each
Fiscal Year (commencing with Fiscal Year 1999), a copy of the operating budget
and projections by the Borrower of the income statement, balance sheet and cash
flow of the Consolidated Borrower Group, taken as a whole, for the next
succeeding Fiscal Year (commencing with Fiscal Year 2000) of the Consolidated
Borrower Group, all in form customarily prepared by the Borrower's management,
such operating budget and projected financial statements to be accompanied by an
Officer's Certificate of Borrower stating that such operating budget and
projected financial statements have been prepared on the basis of sound
financial planning practice and that such officer has no reason to believe they
are incorrect or misleading in any material respect.

                  (d) Compliance Certificate. Together with each delivery of (i)
the financial statements pursuant to subsections (a) and (b) above, (A) an
Officer's Certificate of Borrower stating that such officer has reviewed the
terms of this Agreement and the Loan Documents and has made, or caused to be
made under such officer's supervision, a review in reasonable detail of the
transactions and condition of Borrower and its Subsidiaries during the
accounting period covered by such financial statements, and that such review has
not disclosed the existence during or at the end of such accounting period, and
that such officer does not have knowledge of the existence, as at the date of
the Officer's Certificate, of any condition or event which constitutes an Event
of Default or Potential Event of Default, or, if any such condition or event
existed or exists, specifying the nature and period of existence thereof and
what action Borrower has taken, is taking and proposes to take with respect
thereto; and (B) a Compliance Certificate (1) demonstrating in reasonable detail
compliance during and at the end of such accounting periods, as applicable, with
the provisions set forth in Sections 2.06, 7.01, 7.03 and 7.05 and Article VIII,
(2) setting forth Borrower's calculation, in detail, of the Borrower's Total
Indebtedness Leverage Ratio and based upon its calculations the Applicable
Margins and (3) stating that such financial statements present fairly in all
material respects the financial position of the Consolidated Borrower Group, as
at the dates indicated and the results of their operations and changes in their
cash flow for the periods indicated in conformity with Agreement Accounting
Principles (except as otherwise noted therein) consistently applied and (ii) the
financial statements pursuant to subsection (b) above, a written discussion and
analysis by the management of the Borrower of such financial statements.

                  (e) Accountant's Compliance Certificate. Simultaneously with
the delivery of the financial statements referred to in subsection (b) above, a
statement of the firm of independent certified public accountants which reported
on such financial statements (i) whether anything has come to their attention to
cause them to believe that there existed on the date of such statements any
Event of Default or Potential Event of Default and (ii) confirming the
calculations set forth in the Compliance Certificate delivered simultaneously
therewith pursuant to subsection (d) above.

                                       59
<PAGE>   66
                  (f) Report of Material Events. Promptly upon Borrower
obtaining knowledge (A) of any condition or event which constitutes an Event of
Default or Potential Event of Default, or (B) of any condition or event which
has had or could reasonably be expected to have a Material Adverse Effect, an
Officer's Certificate specifying the nature and period of existence of any such
condition or event and what action Borrower has taken, is taking and proposes to
take with respect thereto.

                  (g) Notice of Claims and Proceedings. (i) Promptly after
learning thereof, notice of the institution of, or threat of, any action, suit,
proceeding, governmental investigation or arbitration against or affecting
Borrower or any of its Subsidiaries (or any Property of such Person) involving
claims in an aggregate amount in excess of $5,000,000 or in excess of $1,000,000
with respect to any such Person or any Property of such Person except where the
same is fully covered (other than any applicable deductible) by insurance (other
than insurance in the nature of retro-premium insurance or other self insurance
programs) and of any material adverse change in any existing action, suit,
proceeding, governmental investigation or arbitration; and (ii) promptly upon
learning thereof, notice of any investigation or proceeding before or by any
Governmental Authority, the effect of which might limit, prohibit or restrict
materially the manner in which Borrower or any of its Subsidiaries currently
conducts its business or to declare any substance contained in the products
manufactured or distributed by it to be dangerous, if such declaration has had
or could reasonably be expected to have a Material Adverse Effect.

                  (h) ERISA Matters.

                  (i) As soon as possible, and in any event within thirty (30)
         Business Days after Borrower or any ERISA Affiliate knows or has reason
         to know that a Termination Event has occurred, a written statement of
         the chief financial officer of Borrower describing such Termination
         Event and the action, if any, which Borrower or such ERISA Affiliate
         has taken, is taking or proposes to take with respect thereto, and when
         known, any action taken or threatened by the IRS, DOL or PBGC with
         respect thereto;

                  (ii) As soon as possible, and in any event within thirty (30)
         Business Days, after Borrower or any ERISA Affiliate knows or has
         reason to know that a prohibited transaction (as defined in Section 406
         of ERISA and Section 4975 of the IRC) involving Borrower or any ERISA
         Affiliate has occurred, a statement of the chief financial officer of
         Borrower describing such transaction and the action which Borrower or
         such ERISA Affiliate has taken, is taking or proposes to take with
         respect thereto;

                  (iii) Within ten (10) Business Days after receipt by the
         Borrower or any ERISA Affiliate of a written request from the Agent
         (which shall make such request at the request of any Lender), a copy of
         each annual report (Form 5500 series), including Schedule B thereto,
         filed after the Effective Date with respect to each Benefit Plan;

                  (iv) Within ten (10) Business Days after the filing thereof
         with the IRS, a copy of each funding waiver request filed with respect
         to any Benefit Plan and within ten (10)

                                       60
<PAGE>   67
         Business Days after receipt, a copy of any communications received by
         Borrower or any ERISA Affiliate with respect to such request;

                  (v) Within (30) Business Days after receipt by the Borrower or
         any ERISA Affiliate of a written request from the Agent (which shall
         make such request at the request of any Lender), a copy of each
         actuarial report for any Benefit Plan or Multiemployer Plan and each
         annual report for any Multiemployer Plan; provided that neither
         Borrower nor any ERISA Affiliate shall have an obligation to provide a
         copy of any actuarial report or annual report for any Multiemployer
         Plan if it is unable to obtain such documents after good faith efforts
         to do so;

                  (vi) Within thirty (30) Business Days after the occurrence
         thereof, notification of any material increases in the benefits of any
         existing Benefit Plan or the establishment of any new Plan or the
         commencement of contributions to any Multiemployer Plan to which
         Borrower or any ERISA Affiliate was not previously contributing;

                  (vii) Within ten (10) Business Days after receipt by Borrower
         or an ERISA Affiliate of notice of the PBGC's intention to terminate a
         Benefit Plan or to have a trustee appointed to administer a Benefit
         Plan, a copy of each such notice;

                  (viii) Within ten (10) Business Days after receipt by Borrower
         or any ERISA Affiliate of any unfavorable determination letter from the
         IRS regarding the qualification of a Plan under Section 401(a) of the
         IRC which could reasonably be expected to result in a liability to the
         Borrower or an ERISA Affiliate in excess of $500,000, a copy of such
         letter;

                  (ix) Within ten (10) Business Days after receipt by Borrower
         or an ERISA Affiliate of a notice from a Multiemployer Plan regarding
         the imposition of withdrawal liability which could reasonably be
         expected to result in a liability to the Borrower or an ERISA Affiliate
         in excess of $500,000, copies of each such notice;

                  (x) Within ten (10) Business Days after the failure by
         Borrower or any ERISA Affiliate to make a required installment or any
         other payment required under Section 412 of the IRC on or before the
         due date for such installment or payment if such failure could
         reasonably be expected to result in a lien under Section 412(n) of the
         IRC, a notification of such failure; and

                  (xi) Within seven (7) Business Days after Borrower or any
         ERISA Affiliate knows or has reason to know (A) a Multiemployer Plan
         has been terminated, (B) the administrator or plan sponsor of a
         Multiemployer Plan intends to terminate a Multiemployer Plan, or (C)
         the PBGC has instituted or will institute proceedings under Section
         4042 of ERISA to terminate a Multiemployer Plan if such event could
         reasonably be expected to result in liability to the Borrower or an
         ERISA Affiliate in excess of $500,000, a notification of such
         information.

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<PAGE>   68
For purposes of this Section 5.01, Borrower and any ERISA Affiliate shall be
deemed to know all facts known by the administrator of any Plan of which
Borrower or any ERISA Affiliate is the plan sponsor.

                  (i) Other Information. Such other information respecting the
financial condition of Borrower or its business, operations, assets, performance
or prospects as the Agent or any Lender may, from time to time, reasonably
request.

                  (j) Publicly Distributed Information. On a timely basis,
copies of all financial statements, reports and notices, sent or made available
generally by Parent to the holders of its publicly-held securities, if any, or
filed with the Commission, and of all press releases made available generally by
Parent to the public, if any, concerning material developments in the business
of Borrower.

                  (k) Property Damage or Condemnation. Promptly after the
occurrence thereof, written notification (or telephonic notice promptly
confirmed in writing) of and a description of any Property of Borrower or any of
its Subsidiaries with an aggregate value in excess of $2,500,000 damaged, lost
or taken and the anticipated amount of any insurance or condemnation proceeds in
connection therewith.

                  (l) Loss of Right to Self-Insure. Promptly upon Borrower
obtaining knowledge thereof, notice of the loss of the permission of the Federal
Maritime Commission for any member of the Consolidated Borrower Group to
self-insure with respect to the obligation to indemnify passengers with respect
to ticket deposits with any such Person in the event of nonperformance of water
transportation pursuant to Subpart A of Part 540 of Title 46, Code of Federal
Regulations.

                  5.02. Environmental Notices. Borrower shall notify the Agent
and each Lender in writing, promptly upon Borrower's learning thereof, of any:

                  (a) Notice or claim to the effect that the Borrower or any of
its Subsidiaries is or may be liable to any Person as a result of the Release or
threatened Release of any Contaminant into the environment, which liability
could reasonably be expected to be in excess of $500,000;

                  (b) Notice that the Borrower or any of its Subsidiaries is
subject to investigation by any Governmental Authority evaluating whether any
Remedial Action is needed to respond to the Release or threatened Release of any
Contaminant into the environment which could reasonably be expected to result in
a liability to the Borrower or such Subsidiary in excess of $500,000;

                  (c) Notice that any Property of Borrower or any of its
Subsidiaries is subject to an Environmental Lien;

                  (d) Notice of violation to the Borrower or any of its
Subsidiaries or awareness by the Borrower or any of its Subsidiaries of a
condition which might reasonably be expected to result in

                                       62
<PAGE>   69
a notice of violation of any environmental, health or safety Requirement of Law
which has had or could reasonably be expected to have a Material Adverse Effect;

                  (e) Commencement or threat of any judicial or administrative
proceeding alleging a violation by Borrower or any of its Subsidiaries of any
environmental, health or safety Requirement of Law which, if adversely
determined, could reasonably be expected to have a Material Adverse Effect;

                  (f) New or proposed changes to any existing environmental,
health or safety Requirement of Law that have had or could reasonably be
expected to have a Material Adverse Effect; or

                  (g) Any proposed acquisition of stock, assets, real estate, or
leasing of property, or any other action by Borrower or any of its Subsidiaries
that would be reasonably likely to subject Borrower or any such Subsidiary to
environmental, health or safety Liabilities and Costs in excess of $1,000,000.


                                   ARTICLE VI
                              AFFIRMATIVE COVENANTS

                  Borrower covenants and agrees that, on and after the date
hereof and so long as Borrower shall have any outstanding Agreement Obligations
or any Lender shall have any Commitment hereunder:

                  6.01. Corporate Existence, Etc. Except as permitted in Section
7.08, Borrower 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, except as permitted by Section 6.08, preserve and keep in full
force and effect its rights and franchises. Borrower 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.

                  6.02. Corporate Powers, Etc. Borrower shall, and shall cause
each of its Subsidiaries to, qualify and remain qualified to do business in each
jurisdiction in which the nature of its business requires it to be so qualified,
except in those jurisdictions where the failure to so qualify could not
reasonably be expected to have a Material Adverse Effect.

                  6.03. Compliance with Laws. Borrower shall, and shall cause
each of its Subsidiaries to, comply with all Requirements of Law, and all
Contractual Obligations affecting it or its business, properties, assets or
operations, except where the failure so to comply could not reasonably be
expected to have a Material Adverse Effect.

                                       63
<PAGE>   70
                  6.04. Payment of Taxes and Claims. Borrower shall, and shall
cause each of its Subsidiaries to, pay (a) all taxes, assessments and other
governmental charges imposed upon it or on any of its properties or assets or in
respect of any of its franchises, business, income or property before any
penalty or interest accrues thereon, and (b) all claims (including, without
limitation, claims for labor, services, materials and supplies) for sums which
have become due and payable and which by law have or may become a Lien (other
than a Customary Permitted Lien) upon any of its properties or assets, prior to
the time when any penalty or fine shall be incurred with respect thereto;
provided that no such taxes, assessments and governmental charges referred to in
clause (a) above or claims referred to in clause (b) above need be paid (i) if
being contested in good faith by appropriate proceedings promptly instituted and
diligently conducted and if such reserve or other appropriate provision, if any,
as shall be required in conformity with Agreement Accounting Principles shall
have been made therefor or (ii) if adequate reserves in the absence of a
contested claim are maintained therefor in accordance with Agreement Accounting
Principles.

                  6.05. Maintenance of Properties; Insurance. Borrower shall,
and shall cause each of the Borrower Subsidiaries to, maintain or cause to be
maintained in good repair, working order and condition, excepting ordinary wear
and tear and damage, due to casualty or condemnation, all Property material to
its operations (which shall in any event include each vessel, whether subject to
a Ship Mortgage or otherwise) and will make or cause to be made all appropriate
repairs, renewals and replacements thereof. Borrower shall, and shall cause each
of the Borrower Subsidiaries to, maintain with financially sound insurance
companies the insurance policies and programs, including, self-insurance
retention levels, listed on Schedule 6.05 hereto (or substantially similar
programs or policies and amounts or other programs, policies and amounts
acceptable to the Requisite Lenders) insuring all Property and other assets
material to the operations of Borrower and the Borrower Subsidiaries (which
shall in any event include each vessel, whether subject to a Ship Mortgage or
otherwise) against loss or damage by fire, theft, burglary, pilferage and loss
in transit and business interruption, together with such other hazards as are
reasonably consistent with prudent industry practice, and maintain liability
insurance consistent with prudent industry practice with financially sound
insurance companies. Not later than thirty (30) days after the renewal,
replacement or material modification of any policy or program, the Borrower
shall deliver or cause to be delivered to the Agent (in sufficient quantity for
each of the Lenders, which the Agent shall promptly distribute to each Lender) a
detailed schedule setting forth for each such policy or program: (a) the amount
of such policy, (b) the risks insured against by such policy, (c) the name of
the insurer and each insured party under such policy, and (d) the policy number
of such policy. All casualty and business interruption insurance covering
Borrower or any Subsidiary of the Borrower or any Property of Borrower or any
Subsidiary of the Borrower shall contain an endorsement in the form of Exhibit
7.

                  6.06. Inspection of Property; Books and Records; Discussions.
Borrower shall permit, and shall cause each of its Subsidiaries to permit, any
authorized representative(s) designated by Agent or any Lender to visit and
inspect any of its properties and to discuss its affairs, finances and accounts
with its officers and independent certified public accountants, all upon
reasonable notice to the president, chief financial officer, treasurer or
general counsel of the Borrower and at

                                       64
<PAGE>   71
such reasonable time and as often as may be reasonably requested. The Borrower
shall have the right to attend or otherwise participate in any discussion with
its independent accountants. Each such visitation and inspection made by or on
behalf of the Agent or any Lender shall be at the Agent's or such Lender's
expense if no Event of Default shall have occurred and be continuing and at all
other times at Borrower's expense.

                  6.07. Labor Matters. Borrower shall notify the Agent and each
Lender in writing, promptly, but in any event within five (5) Business Days
after learning thereof, of any material labor dispute to which it or any of its
Subsidiaries may become a party, any strikes or walkouts relating to any of its
or its Subsidiaries' facilities and the expiration of any material labor
contract to which it or any of its Subsidiaries is a party or by which it or any
of its Subsidiaries is bound.

                  6.08. Maintenance of Permits. Borrower shall obtain and
maintain, and shall cause each of its Subsidiaries to obtain and maintain, in
full force and effect all licenses, franchises, Permits or other rights
necessary for the operation of its business, except where the failure to obtain
or maintain such licenses, franchises, Permits or rights could not reasonably be
expected to have a Material Adverse Effect.

                  6.09. Employee Benefit Matters. Borrower shall establish,
maintain and operate, and cause each of its Subsidiaries and other ERISA
Affiliates to establish, maintain and operate, all Plans in all material
respects in compliance with the applicable provisions of ERISA, the IRC, and all
other applicable laws, and the regulations and interpretations thereunder, and
the respective requirements of the governing documents for such Plans.

                  6.10. Formation of Subsidiaries. The Borrower may form or
acquire additional Wholly-Owned 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 is met in connection therewith
within fifteen (15) Business Days after the Borrower or any Borrower Subsidiary
has made an aggregate Investment in such additional Subsidiary in excess of
$50,000:

                  (i) such Subsidiary shall have executed and delivered a
         Subsidiary Guaranty, a Subsidiary Security Agreement, and if requested
         by the Agent, an Intellectual Property Agreement;

                  (ii) such Subsidiary shall have executed and become a party to
         the Contribution Agreement;

                  (iii) to the extent such Subsidiary has an interest of record
         in real property or in a vessel, such Subsidiary shall execute and
         deliver such ship mortgages and/or real property mortgages in
         connection therewith as shall be requested by the Agent (with Schedule
         1.01-C being automatically amended as of the execution thereof);

                                       65
<PAGE>   72
                  (iv) all financing statements and mortgages relating to the
         Collateral of such Subsidiary shall have been filed or recorded and
         the Agent shall have received in form and substance reasonably
         satisfactory to the Agent, such assurances, including, without
         limitation, insurance policies, as the Agent may deem appropriate to
         establish such Subsidiary's title, the due creation, perfection and
         priority of the Agent's Liens for the benefit of itself and the Holders
         of Secured Obligations on such Collateral and the absence of any Liens
         which are not specifically permitted hereunder;

                  (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;

                  (vi) the Agent shall have received an opinion of counsel, in
         form and substance reasonably satisfactory to the Agent, covering such
         matters relating to the proposed Subsidiary and the Transaction
         Documents executed and delivered to the Agent pursuant to this Section
         6.10 as the Agent deems necessary;

                  (vii) the Agent shall have received a compliance certificate
         from an executive officer of the Borrower certifying that after the
         formation of such Subsidiary, no Event of Default or Potential Event of
         Default exists; and

                  (viii) the Lenders shall have received such other documents,
         instruments or agreements as are reasonably requested by the Agent or
         the Requisite Lenders in order to ensure that the documentation with
         respect to such Subsidiary is substantially the same as that received
         with respect to the Subsidiaries of the Borrower existing on the date
         hereof.

                  6.11. Acquisition or Construction of New Vessels. At such time
as the Borrower or any of its Subsidiaries acquires or commences construction of
any New Vessel, the Borrower or such Subsidiary, as applicable, shall promptly
execute and deliver to the Agent all preferred ship mortgages, construction
mortgages, assignments of ship-building or construction contracts, consents and
agreements of the shipbuilder, financing statements and other appropriate
Collateral Documents with respect thereto as the Agent reasonably requests, all
in form and substance reasonably satisfactory to the Agent, together with all
title assurances, governmental certificates and Permits, insurance certificates,
endorsements and assignments and other documents as the Agent may reasonably
request to establish and perfect the Borrower's or such Subsidiary's title
thereto and the due creation, perfection, priority and protection of the Agent's
Liens thereon for the benefit of itself and the other Holders of Secured
Obligations.

                  6.12. Hedging Contracts. The Borrower shall not, and shall not
permit any Subsidiary to, enter into any Hedging Contract other than Hedging
Contracts pursuant to which the

                                       66
<PAGE>   73
Borrower or such Subsidiary has hedged its reasonably estimated interest rate,
foreign currency or commodity exposure, and not for speculative purposes.


                                   ARTICLE VII
                               NEGATIVE COVENANTS

                  Borrower covenants and agrees that, on and after the date
hereof and so long as Borrower shall have any outstanding Agreement Obligations
or any Lender shall have any Commitment hereunder:

                  7.01. Indebtedness. Borrower shall not, and shall not permit
any of its Subsidiaries to, directly or indirectly create, incur, assume or
otherwise become or remain directly or indirectly liable with respect to any
Indebtedness, except:

                  (i) the Obligations;

                  (ii) the Existing Indebtedness;

                  (iii) Indebtedness in respect of Accommodation Obligations
         permitted by Section 7.04;

                  (iv) Indebtedness incurred by any Subsidiary of the Borrower
         with respect to which the Borrower or any other Subsidiary of the
         Borrower is the obligee;

                  (v) Indebtedness incurred by the Borrower with respect to
         which any Subsidiary of the Borrower is the obligee;

                  (vi) other Indebtedness of the Borrower and its Subsidiaries
         not exceeding in the aggregate $5,000,000 at any one time outstanding;

                  (vii) any refinancing of the Indebtedness described in clauses
         (i) through (vii), provided that any such refinancing is on terms no
         less favorable in any material respect to the obligor than the
         Indebtedness being refinanced and provided, further, that the new
         Indebtedness incurred in connection with such refinancing does not
         exceed the principal amount (together with any premium or penalty) of
         the Indebtedness refinanced; and

                  (viii) the GAQSC Obligations;

provided, however, in each case after taking such Indebtedness into account the
Consolidated Borrower Group is in full compliance with the provisions of Article
VIII.

                                       67
<PAGE>   74
                  7.02. Sales of Assets; Liens.

                  (a) Limitation on Sales. Borrower shall not, and shall not
permit any of its Subsidiaries to, sell, assign, transfer, lease (other than
pursuant to the intercompany leases set forth on Schedule 7.02(a)), convey or
otherwise dispose of any properties or assets, including, without limitation,
any capital stock or membership interests of any of its Subsidiaries, whether
now owned or hereafter acquired, or any income or profits therefrom to the
extent such disposition constitutes a Prepayment Event, unless the Net Proceeds
of such disposition are paid to the Agent in accordance with Section 2.06(b);
provided, however, that the Borrower shall not, and shall not permit any of its
Subsidiaries to sell, assign, transfer, lease, convey or otherwise dispose of
the American Queen, the Delta Queen, the Mississippi Queen or any New Vessel or
any of the capital stock or membership interests of any Subsidiary which owns
any of the foregoing except for fair market value and with the prior written
approval of all of the Lenders, and provided all of the Net Proceeds of any such
disposition are paid to the Agent in accordance with Section 2.06(b) (subject,
in the case of dispositions with respect to the American Queen to payment of
amounts required to be paid in connection with the MARAD Financing).

                  (b) Liens. Borrower shall not, and shall not permit any of its
Subsidiaries to, directly or indirectly create, incur, assume or permit to exist
any Lien on or with respect to any of its Property (including all capital stock
or membership interests, as applicable, of any Subsidiary of Borrower and all
Collateral) except:

                  (i) Liens granted to the Agent for the benefit of itself and
         the Holders of Secured Obligations, securing the Obligations;

                  (ii) Customary Permitted Liens;

                  (iii) Permitted Existing Liens;

                  (iv) Liens on property existing at the time of acquisition
         thereof by Borrower or any of its Subsidiaries and not created in
         contemplation of such acquisition and Liens securing purchase money
         Indebtedness for equipment to the extent the aggregate outstanding
         principal amount of such Indebtedness does not exceed $2,500,000, is
         permitted under Section 7.01 and such Indebtedness does not exceed the
         purchase price of such equipment securing such Indebtedness, provided
         that in each case such Liens do not apply to other property or assets
         of such Person;

                  (v) Liens with respect to judgments or attachments which do
         not result in an Event of Default or Potential Event of Default
         hereunder;

                  (vi) Liens on the American Queen and other property of GAQSC
         created pursuant to the GAQSC Security Agreement, the GAQSC Financial
         Agreement, the GAQSC Trust

                                       68
<PAGE>   75
         Indenture, the GAQSC Ship Mortgage and the GAQSC Depository Agreement
         to secure the GAQSC Obligations; and

                  (vii) Liens granted on cash collateral securing letters of
         credit permitted pursuant to Section 7.01(vi) in favor of the issuer of
         such letter of credit.

                  7.03. Investments. Borrower shall not, and shall not permit
any of its Subsidiaries to, directly or indirectly make or commit to make any
advance, loan, extension of credit or capital contribution to, or purchase of
any stock, bonds, notes, debentures or other securities of, or make any other
investment in, any Person, including, without limitation, any Affiliate of the
Borrower (all such transactions being referred to as "Investments"), except:

                  (i) Investments by Borrower or any of its Subsidiaries in Cash
         Equivalents; 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 or P-1
         from Moody's, provided that (i) such rating is at least A-2 from S&P or
         P-2 from Moody's and (ii) the aggregate amount of such Investments at
         any time shall not exceed $10,000,000;

                  (ii) Investments constituting Intercompany Receivables as of
         the Effective Date;

                  (iii) Investments by the Borrower in its Wholly-Owned
         Subsidiaries (including, without limitation, Investments in any Person
         which, as a result of such Investment, becomes a Wholly-Owned
         Subsidiary pursuant to and in compliance with Section 6.10); provided,
         however, that such Investments by the Borrower in GAQSC may not exceed
         an aggregate amount of $10,000,000 and provided, further, that no such
         Investment shall be permitted to be made if before or after making such
         Investment an Event of Default has occurred and is continuing or would
         result therefrom;

                  (iv) loans to employees in the ordinary course of business not
         in excess of an aggregate amount of $500,000 outstanding at any one
         time;

                  (v) other Investments by Borrower and the Borrower
         Subsidiaries not in excess of an aggregate amount during any Fiscal
         Year which, when added to the aggregate amount of all Restricted Junior
         Payments during such Fiscal Year pursuant to Section 7.05, does not
         exceed the Permitted Amount; provided that no such Investment shall be
         permitted to be made if before or after making such Investment an Event
         of Default has occurred and is continuing or would result therefrom;
         and

                  (vi) Investments by GAQSC in accordance with the GAQSC
         Security Agreement, the GAQSC Financial Agreement and the GAQSC
         Depository Agreement.

                                       69
<PAGE>   76
Notwithstanding anything herein to the contrary, (a) there shall be excluded
from the calculation of Investments the accrual of intercompany charges incurred
in the ordinary course and (b) there shall be included in the calculation of
investments all transfers of cash or assets (other than the purchase of
inventory in the ordinary course of business and upon terms that would be
obtained in an arms-length transaction).

                  7.04. Accommodation Obligations. Borrower shall not, and shall
not permit any of its Subsidiaries to, directly or indirectly, create or become
or be liable with respect to any Accommodation Obligation, except:

                  (i) guaranties resulting from endorsement of negotiable
         instruments for collection in the ordinary course of business;

                  (ii) Accommodation Obligations arising in connection with the
         Transaction Documents;

                  (iii) Accommodation Obligations of the Borrower pursuant to
         the GAQSC Guaranty;

                  (iv) Accommodation Obligations with respect to any
         Indebtedness permitted by Section 7.01; and

                  (v) Accommodation Obligations with respect to any Contractual
         Obligation of the Borrower or any Subsidiary (other than GAQSC, except
         as permitted by clause (iii) above) if such Contractual Obligation is
         not otherwise prohibited under this Agreement.

                  7.05. Restricted Junior Payments. Borrower shall not, and
shall not permit any Subsidiary of Borrower to, declare or make any Restricted
Junior Payment, except:

                  (i) Restricted Junior Payments by the Borrower or any of its
         Subsidiaries to Parent or any Affiliate of Parent (other than the
         Borrower and its Subsidiaries) not in excess of an aggregate amount
         during any Fiscal Year which, when added to the aggregate amount of all
         Investments during such Fiscal Year pursuant to Section 7.03(v), does
         not exceed the Permitted Amount; provided that no such Restricted
         Junior Payment shall be permitted to be made if before or after making
         such Restricted Junior Payment an Event of Default has occurred and is
         continuing or would result therefrom; and

                  (ii) any Subsidiary of Borrower may pay dividends,
         distributions or other payments (including loan payments) to Borrower
         or another Wholly-Owned Subsidiary of Borrower.

                  7.06. Conduct of Business. Borrower shall not, and shall not
permit any of its Subsidiaries to, engage in any business other than the
business engaged in by the Borrower and its Subsidiaries on the date hereof and
any business activities substantially similar or related thereto, including
without limitation, the operation of any New Vessel in its cruise business.

                                       70
<PAGE>   77
                  7.07. Transactions with Affiliates. Except as expressly
permitted by Section 7.03 or 7.05, Borrower shall not, and shall not permit any
of its Subsidiaries to, directly or indirectly enter into or permit to exist any
transaction (including, without limitation, the purchase, sale, lease or
exchange of any property or the rendering of any service) with any of its
Affiliates (other than a member of the Consolidated Borrower Group) on terms
that are less favorable to it than those fair and reasonable terms that might be
obtained in a comparable arms-length transaction at the time.

                  7.08. Restriction on Fundamental Changes.

                  (a) Borrower shall not, and shall not permit any of its
Subsidiaries to, enter into any merger or consolidation, or liquidate, wind-up
or dissolve (or suffer any liquidation or dissolution) or discontinue its
business, except that any Subsidiary of Borrower may merge into or convey, sell,
lease or transfer all or substantially all of its assets to Borrower or any
other Subsidiary of Borrower (other than GAQSC).

                  (b) Borrower shall not, and shall not permit its Subsidiaries
to, acquire by purchase or otherwise any property or assets of any other Person,
except in the ordinary course of its business (including, without limitation,
the acquisition of New Vessels for operation in its cruise business) or to the
extent permitted pursuant to Section 7.03.

                  7.09. Employee Benefit Matters. Borrower shall not, and shall
not permit any of its ERISA Affiliates to:

                  (i) Engage in any prohibited transaction described in Section
         406 of ERISA or 4975 of the IRC for which a statutory or class
         exemption is not available or a private exemption has not been
         previously obtained from the DOL and for which a civil penalty pursuant
         to Section 502(i) of ERISA or a tax pursuant to Section 4975 of the
         IRC, in excess of $1,000,000 is imposed.

                  (ii) permit to exist any accumulated funding deficiency (as
         defined in Sections 302 of ERISA and 412 of the IRC), which has not
         been waived;

                  (iii) fail to pay timely required contributions or annual
         installments due with respect to any waived funding deficiency to any
         Benefit Plan;

                  (iv) terminate any Benefit Plan in a distress termination
         under Section 4041(c) of ERISA which would result in any material
         liability to Borrower or any ERISA Affiliate;

                  (v) fail to make any contribution or payment to any
         Multiemployer Plan which Borrower or any ERISA Affiliate may be
         required to make under any agreement relating to such Multiemployer
         Plan, or any law pertaining thereto which could reasonably be expected
         to result in a liability in excess of $1,000,000;

                                       71
<PAGE>   78
                  (vi) fail to pay any required installment or any other payment
         required under Section 412 of the IRC on or before the due date for
         such installment or other payment which could reasonably be expected to
         result in a lien under Section 412(n) of the IRC; or

                  (vii) amend a Plan resulting in an increase in current
         liability for the plan year such that Borrower or any ERISA Affiliate
         is required to provide security to such Plan under Section 401(a)(29)
         of the IRC.

                  7.10. Environmental Liabilities. Borrower shall not, and shall
not permit any of its Subsidiaries to, become subject to any Liabilities and
Costs, which could reasonably be expected to have a Material Adverse Effect,
arising out of or related to (a) the Release or threatened Release at any
location of any Contaminant into the environment, or any Remedial Action in
response thereto, or (b) any violation of any environmental, health and safety
Requirements of Law.

                  7.11. Margin Regulations. No portion of the proceeds of any
credit extended under this Agreement shall be used in any manner which might
cause the extension of credit or the application of such proceeds to violate
Regulation T, Regulation U or Regulation X or any other regulation of the
Federal Reserve Board or to violate the Securities Exchange Act or the
Securities Act, in each case as in effect on the date or dates of such Borrowing
and the use of such proceeds.

                  7.12. Change of Fiscal Year. Borrower shall not change its
Fiscal Year.

                  7.13. Amendment of Certain Documents. Borrower and its
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 the
certificate of incorporation or by-laws or the certificate of formation or
limited liability company agreement, or other comparable organizational or
governing documents, as applicable, of Borrower or any of its Subsidiaries.
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.

                                  ARTICLE VIII
                               FINANCIAL COVENANTS

                  Borrower covenants and agrees that, on and after the date
hereof and so long as Borrower shall have any outstanding Agreement Obligations
or any Lender shall have any Commitment hereunder:

                                       72
<PAGE>   79
                  8.01. Maximum Bank Indebtedness Leverage Ratio. Borrower shall
not permit the Bank Indebtedness Leverage Ratio calculated at the end of each
fiscal quarter set forth below to be greater than the ratio set forth below with
respect to such fiscal quarter:

<TABLE>
<CAPTION>
                  Fiscal Quarter Ending                                Maximum Ratio
                  ---------------------                                -------------
<S>               <C>                                                  <C>
                  Prior to December 31, 2001                                3.75 to 1

                  On or after December 31, 2001
                  and prior to
                  December 31, 2002                                         3.25 to 1

                  On or after December 31, 2002                             2.25 to 1
</TABLE>

                  8.02. Maximum Total Indebtedness Leverage Ratio. Borrower
shall not permit the Total Indebtedness Leverage Ratio calculated at the end of
each fiscal quarter set forth below to be greater than the ratio set forth below
with respect to such fiscal quarter:

<TABLE>
<CAPTION>
                  Fiscal Quarter Ending                                Maximum Ratio
                  ---------------------                                -------------
<S>               <C>                                                  <C>
                  Prior to December 31, 2001                                4.50 to 1

                  On or after December 31, 2001
                  and prior to
                  December 31, 2002                                         4.00 to 1

                  On or after December 31, 2002                             3.00 to 1
</TABLE>

                  8.03. Minimum Interest Coverage Ratio. Borrower shall not
permit the Interest Coverage Ratio calculated at the end of each fiscal quarter
set forth below for the period of the immediately preceding four fiscal quarters
to be less than the ratio set forth below with respect to such fiscal quarter:

<TABLE>
<CAPTION>
                  Fiscal Quarter Ending                                Minimum Ratio
                  ---------------------                                -------------
<S>               <C>                                                  <C>
                  Prior to December 31, 2001                                2.75 to 1

                  On or after December 31, 2001                             3.00 to 1
</TABLE>

                  8.04. Capital Expenditures. (a) Borrower shall not, and shall
not permit any of its Subsidiaries to, incur Maintenance Capital Expenditures
which exceed, in the aggregate, $7,000,000 in Fiscal Year 1999, $8,000,000 in
Fiscal Year 2000 and $10,000,000 in each Fiscal Year thereafter, plus for each
Fiscal Year after Fiscal Year 1999, the difference (the "Carryover Amount"), if

                                       73
<PAGE>   80
positive, between (1) the maximum aggregate amount of Maintenance Capital
Expenditures permitted pursuant to this Section 8.04(a) for the immediately
preceding Fiscal Year and (2) the aggregate amount of actual Maintenance Capital
Expenses for such preceding Fiscal Year; provided, however, that the Carryover
Amount shall not exceed $6,000,000 for any Fiscal Year.

                  (b) Borrower shall not, and shall not permit any of its
Subsidiaries to, incur New Vessel Capital Expenditures which exceed, in the
aggregate for each New Vessel, the amount set forth below corresponding to such
New Vessel:

<TABLE>
<CAPTION>
                  Vessel                                         Amount
                  ------                                         ------
<S>                                                           <C>
         Western Riverboat                                    $18,500,000

         Coastal Cruiser One                                  $37,000,000

         Coastal Cruiser Two                                  $38,000,000
</TABLE>


                                   ARTICLE IX
                     EVENTS OF DEFAULT; RIGHTS AND REMEDIES

                  9.01. Events of Default. Each of the following occurrences
shall constitute an Event of Default under this Agreement:

                  (a) Failure to Make Payments When Due. Borrower shall fail (i)
to pay when due any principal of any Loan or LC Disbursement or (ii) to pay when
due any interest on any Loan or any fee or other amount payable under this
Agreement or any of the other Loan Documents and such failure under this clause
(ii) shall continue for three (3) Business Days.

                  (b) Breach of Certain Covenants. Borrower or any of its
Subsidiaries shall fail duly and punctually to perform or observe any agreement,
covenant or obligation under Section 5.01 or under Article VII (other than
Sections 7.07 and 7.09) or VIII.

                  (c) Breach of Representation or Warranty. Any representation
or warranty made or deemed made by Borrower to the Agent or any Lender herein or
by Borrower or any of its Subsidiaries in any of the other Loan Documents or in
any written statement or certificate at any time given by Borrower or any of its
Subsidiaries pursuant to any of the Loan Documents shall be false or misleading
in any material respect on the date as of which made or deemed made.

                  (d) Other Defaults. Borrower or any of its Subsidiaries shall
fail duly and punctually to perform or observe any agreement, covenant or
obligation arising under this Agreement (except those described in Sections
9.01(a), (b) and (c)) or under any of the other Loan Documents, and such

                                       74
<PAGE>   81
failure shall continue for thirty (30) days (or, in the case of Loan Documents
other than this Agreement, any longer period of grace expressly set forth
therein).

                  (e) Default as to Other Indebtedness. Borrower or any of its
Subsidiaries shall fail to make any payment when due (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise) on any Other
Indebtedness of Borrower or any such Subsidiary, if the aggregate outstanding
amount of all such Indebtedness is $2,500,000 or more, or any breach, default or
event of default shall occur, or any other event shall occur or condition shall
exist, under any instrument, agreement or indenture pertaining thereto, if the
effect thereof is to accelerate, or permit the holder(s) of such Indebtedness to
accelerate, the maturity of any such Indebtedness; or any such Indebtedness
shall be declared to be due and payable or required to be prepaid or mandatorily
redeemed (other than by a regularly scheduled required prepayment prior to the
stated maturity there of); or the holder of any Lien, in any amount, shall
commence foreclosure of such Lien upon property of Borrower or any of its
Subsidiaries having a book or fair market value in excess of $1,000,000 in the
aggregate.

                  (f) Involuntary Bankruptcy; Appointment of Receiver, Etc. (i)
An involuntary case shall be commenced against Borrower or any of its
Subsidiaries and the petition shall not be dismissed within sixty (60) days
after commencement of the case, or a court having jurisdiction in the premises
shall enter a decree or order for relief in respect of Borrower or any of its
Subsidiaries in an involuntary case, under any applicable bankruptcy,
insolvency or other similar law now or hereinafter in effect; or any other
similar relief shall be granted under any applicable federal, state or foreign
law.

                  (ii) A decree or order of a court having jurisdiction in the
premises for the appointment of a receiver, liquidator, sequestrator, trustee,
custodian or other officer having similar powers over Borrower or any of its
Subsidiaries or over all or a substantial part of the property of Borrower or
any of its Subsidiaries shall be entered; or an interim receiver, trustee or
other custodian of Borrower or any of its Subsidiaries or of all or a
substantial part of the property of Borrower or any of its Subsidiaries shall be
appointed or a warrant of attachment, execution or similar process against any
substantial part of the property of Borrower or any of its Subsidiaries, shall
be issued and any such event shall not be stayed, vacated, dismissed, bonded or
discharged within sixty (60) days of entry, appointment or issuance.

                  (g) Voluntary Bankruptcy; Appointment of Receiver, Etc.
Borrower or any of its Subsidiaries shall have an order for relief entered with
respect to it or commence a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or shall consent to
the entry of an order for relief in an involuntary case, or to the conversion of
an involuntary case to a voluntary case, under any such law, or shall consent to
the appointment of or taking of possession by a receiver, trustee or other
custodian for all or a substantial part of its property; Borrower or any of its
Subsidiaries shall make any assignment for the benefit of creditors or shall be
unable or generally fail, or admit in writing its inability, to pay its debts as
such debts become due; or the board of directors (or any committee thereof) or
the managing members of

                                       75
<PAGE>   82
Borrower or any of its Subsidiaries adopts any resolution to authorize or
approve any of the foregoing.

                  (h) Judgments. (i) Enforceable Judgments (other than an
Enforceable Judgment described in the proviso contained in the definition of
Enforceable Judgment) for the payment of money in an aggregate amount in excess
of $5,000,000 shall be rendered against Borrower or any of its Subsidiaries and
such Enforceable Judgments shall continue unsatisfied or unstayed for a period
of thirty (30) days or action shall have been commenced to foreclose on such
Enforceable Judgments, or (ii) Enforceable Judgments described in the proviso
contained in the definition of Enforceable Judgments shall be rendered against
Borrower or any of its Subsidiaries.

                  (i) Dissolution. Any order, judgment or decree shall be
entered against Borrower or any of its Subsidiaries decreeing its involuntary
dissolution or split-up and such order shall remain undischarged and unstayed
for a period in excess of thirty (30) days; or Borrower or any of its
Subsidiaries shall otherwise dissolve or cease to exist except as expressly
permitted pursuant to Section 7.08.

                  (j) Collateral Documents; Failure of Security. For any reason
other than a release of Liens in accordance with the terms of the Loan Documents
or the failure of the Agent and the Lenders to take any action available to them
to maintain the perfection of the Liens created in favor of the Agent, for the
benefit of itself and the Holders of Secured Obligations, pursuant to this
Agreement and the Collateral Documents, any Collateral Document ceases to be in
full force and effect in any material respect or any Lien intended to be created
thereby ceases to be or is not valid and perfected or the Borrower or any of its
Subsidiaries asserts that any such Lien is not valid and perfected.

                  (k) Change in Control. (i) Any Change of Control occurs; or
(ii) Borrower shall cease to own directly or indirectly all of the capital stock
or membership interests of its Subsidiaries.

                  (l) Employee Benefit Related Liabilities. (i) Any Termination
Event occurs which the Agent believes could subject Borrower or an ERISA
Affiliate to a material liability to pay money if the payment of such liability
could reasonably be expected to have a Material Adverse Effect, (ii) the plan
administrator of any Plan applies under Section 412(d) of the IRC for a waiver
of the minimum funding standards of Section 412(a) of the IRC and the Agent
believes that the substantial business hardship upon which the application for
the waiver is based could subject either the Borrower or any ERISA Affiliate to
a material liability to pay money if the payment of such liability could
reasonably be expected to have a Material Adverse Effect.

                  (m) Contribution Agreement Default. Any party to the
Contribution Agreement shall terminate or revoke any of its obligations under
the Contribution Agreement or breach any of the material terms of the
Contribution Agreement.

                                       76
<PAGE>   83
                  (n) Subsidiary Guaranty Default. Any Borrower Subsidiary party
to any Subsidiary Guaranty shall terminate or revoke any of its obligations
under its Subsidiary Guaranty, breach any of the terms of its Subsidiary
Guaranty, or any Subsidiary Guaranty shall otherwise become unenforceable for
any reason.

                  For purposes of this Agreement and each of the other Loan
Documents, an Event of Default shall be deemed "continuing" until cured or
waived in writing in accordance with Section 11.08.

                  9.02. Rights and Remedies.

                  (a) Acceleration and Termination of Commitments. Upon the
occurrence of any Event of Default described in Section 9.01(f) or 9.01(g) with
respect to Borrower or any of its Subsidiaries, the Commitments shall
automatically and immediately terminate and the unpaid principal amount of and
any and all accrued interest on the Loans and all other Agreement Obligations
shall automatically become immediately due and payable, with all additional
interest from time to time accrued thereon and without presentment, demand, or
protest or other requirements of any kind (including, without limitation,
valuation and appraisement, diligence, presentment, notice of intent to demand
or accelerate and of acceleration), all of which are hereby expressly waived by
Borrower, and the obligation of each Lender to make any Loan and of the Issuing
Bank to issue any Letter of Credit hereunder shall thereupon terminate; and upon
the occurrence and during the continuance of any other Event of Default, the
Agent shall at the request, or may with the consent, of the Requisite Lenders,
by written notice to Borrower, (i) declare that the Commitments are terminated,
whereupon the Commitments and the obligation of each Lender to make any Loan and
of the Issuing Bank to issue any Letter of Credit hereunder shall immediately
terminate, and (ii) declare the unpaid principal amount of and any and all
accrued and unpaid interest on the Loans and all other Agreement Obligations to
be, and the same shall thereupon be, immediately due and payable with all
additional interest from time to time accrued thereon and without presentment,
demand, or protest or other requirements of any kind (including, without
limitation, valuation and appraisement, diligence, presentment, notice of intent
to demand or accelerate and of acceleration), all of which are hereby expressly
waived by Borrower.

                  (b) Rescission. If at any time after acceleration of the
maturity of the Loans, Borrower shall pay all arrears of interest and all
payments on account of principal of the Loans which shall have become due
otherwise than by acceleration (with interest on principal and, to the extent
permitted by law, on overdue interest, at the rates specified in this Agreement)
and all Events of Default and Potential Events of Default (other than nonpayment
of principal of and accrued interest on the Loans due and payable solely by
virtue of acceleration) shall be remedied or waived pursuant to Section 11.08,
then by written notice to Borrower, the Requisite Lenders may elect, in the sole
discretion of such Requisite Lenders, to rescind and annul the acceleration and
its consequences; but such action shall not affect any subsequent Event of
Default or Potential Event of Default or impair any right or remedy consequent
thereon. The provisions of the preceding sentence are intended merely to bind
the Lenders to a decision which may be made at the election of the

                                       77
<PAGE>   84
Requisite Lenders; they are not intended to benefit Borrower and do not give
Borrower the right to require the Lenders to rescind or annul any acceleration
hereunder, even if the conditions set forth herein are met.


                                    ARTICLE X
                                    THE AGENT

                  10.01. Appointment. (a) Each of the Lenders and the Issuing
Bank hereby designates and appoints The Chase Manhattan Bank as the Agent of
such Lender under this Agreement and the Loan Documents, and each of the Lenders
and the Issuing Bank hereby irrevocably authorizes the Agent to take such action
on its behalf under the provisions of this Agreement and the other Loan
Documents and to exercise such powers as are set forth herein or therein,
together with such other powers as are incidental thereto. The Agent agrees to
act as such on the express conditions contained in this Article X.

                  (b) The provisions of this Article X (other than Sections
10.07, 10.08 and 10.09(c)) are solely for the benefit of the Agent and the
Holders of Secured Obligations and Borrower shall have no right to rely on or
enforce any of the provisions hereof (other than Sections 10.07, 10.08 and
10.09(c)). In performing its functions and duties under this Agreement, the
Agent shall act solely as agent for the Lenders and the Issuing Bank and does
not assume and shall not be deemed to have assumed any obligation toward or
relationship of agency or trust with or for Borrower or any of its Affiliates.

                  10.02. Nature of Duties. The Agent shall not have any duties
or responsibilities except those expressly set forth in this Agreement or in the
other Loan Documents. The duties of the Agent shall be mechanical and
administrative in nature. The Agent shall not have by reason of this Agreement a
fiduciary relationship in respect of any Holder of Secured Obligations. Nothing
in this Agreement or any of the other Loan Documents, expressed or implied, is
intended to or shall be construed to impose upon the Agent any obligations in
respect of this Agreement or any of the other Loan Documents except as expressly
set forth herein or therein. Each Holder of Secured Obligations shall make its
own independent investigation of the financial condition and affairs of Borrower
and its Subsidiaries in connection with the making and the continuance of the
Loans and the issuance of Letters of Credit hereunder and the entering into any
Eligible Hedging Contract and shall make its own appraisal of the
creditworthiness of Borrower and its Subsidiaries, and the Agent shall not have
any duty or responsibility, either initially or on a continuing basis, to
provide any Holder of Secured Obligations with any credit or other information
with respect thereto, whether coming into its possession on or before the
Effective Date or at any time or times thereafter. Each Lender and the Issuing
Bank acknowledges that neither the Agent nor counsel to the Agent nor any other
Lender is providing any assurances, or shall have any responsibility, with
respect to the ownership of the Property or the absence of any prior Liens or
defects of title, or the legality, sufficiency or effect of any mortgage,
certificate or notice, or any other document, or the validity, creation,
perfection or priority of any Lien, or as to any decision to request, take,
defer, omit or

                                       78
<PAGE>   85
release any Collateral or to investigate or not to investigate any of those
matters, and each Lender agrees to look solely to its rights as one of the
Lenders with respect to any of the foregoing. If the Agent seeks the consent or
approval of the Requisite Lenders to the taking or refraining from taking any
action hereunder, the Agent shall send notice thereof to each Lender. The Agent
shall promptly notify each Lender at any time that the Requisite Lenders or,
where expressly required, all of the Lenders, have instructed the Agent to act
or refrain from acting pursuant hereto.

                  10.03. Rights, Exculpation, Etc. Neither the Agent nor any of
its Affiliates nor any of its officers, directors, employees, agents, attorneys
or consultants shall be liable to any Holder of Secured Obligations for any
action taken or omitted by it or such Person hereunder or under any of the Loan
Documents, or in connection herewith or therewith, except that (i) the Agent
shall be obligated on the terms set forth herein for performance of its express
obligations hereunder, and (ii) no Person shall be relieved of any liability
imposed by law for its gross negligence or willful misconduct (as determined by
the final judgment of a court of competent jurisdiction). The Agent shall not be
liable for any apportionment or distribution of payments made by it in good
faith pursuant to the terms of this Agreement and if any such apportionment or
distribution is subsequently determined to have been made in error the sole
recourse of any Holder of Secured Obligations to whom payment was due, but not
made, shall be to recover from other Holders of Secured Obligations any payment
in excess of the amount to which they are determined to have been entitled. The
Agent shall not be responsible to any Holder of Secured Obligations for any
recitals, statements, representations or warranties herein or for the execution,
effectiveness, genuineness, validity, enforceability, collectibility, or
sufficiency of this Agreement, any of the Collateral Documents or any of the
other Loan Documents, or any of the transactions contemplated hereby and
thereby, or of any of the Transaction Documents or any of the transactions
contemplated thereby, or for the financial condition of Borrower or any of its
Subsidiaries. The Agent shall not be required to make any inquiry concerning
either the performance or observance of any of the terms, provisions or
conditions of this Agreement or any of the Loan Documents or the financial
condition of Borrower or any of Subsidiaries or the existence or possible
existence of any Potential Event of Default or Event of Default. The Agent may
at any time request instructions from the Lenders with respect to any actions or
approvals which by the terms of this Agreement or of any of the other Loan
Documents the Agent is permitted or required to take or to grant, and if such
instructions are promptly requested, the Agent shall be absolutely entitled to
refrain from taking any action or to withhold any approval and shall not be
under any liability whatsoever to any Person for refraining from any action or
withholding any approval under any of the Loan Documents until it shall have
received such instructions from the Requisite Lenders or, where expressly
required, all of the Lenders. Without limiting the foregoing, no Holder of
Secured Obligations shall have any right of action whatsoever against the Agent
as a result of the Agent acting or refraining from acting under this Agreement,
the Collateral Documents or any of the other Loan Documents in accordance with
the instructions of the Requisite Lenders or, where expressly required, all of
the Lenders.

                  10.04. Reliance. The Agent shall be entitled to rely upon any
written notices, statements, certificates, orders or other documents or any
telephone message believed by it in good faith to be genuine and correct and to
have been signed, or made by the proper Person, and with

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respect to all matters pertaining to this Agreement, the Collateral Documents or
any of the other Loan Documents and its duties hereunder or thereunder, upon
advice of legal counsel (including counsel for Borrower), independent public
accountants and other experts selected by it in good faith.

                  10.05. Indemnification. To the extent that the Agent is not
reimbursed and indemnified by Borrower or Borrower fails upon demand by the
Agent to perform its obligations to reimburse or indemnify the Agent, the
Lenders will reimburse and indemnify the Agent for and against any and all
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind or nature whatsoever which may be
imposed on, incurred by, or asserted against the Agent in any way relating to or
arising out of this Agreement, the Collateral Documents or any of the other
Transaction Documents or any action taken or omitted by the Agent under this
Agreement, the Collateral Documents or any of the other Transaction Documents,
in proportion to each Lender's Pro Rata Share; provided that no Lender shall be
liable for any portion of such liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements resulting
from the Agent's gross negligence or willful misconduct, as determined by the
final judgment of a court of competent jurisdiction. The obligations of the
Lenders under this Section 10.05 shall survive the payment in full of the Loans
and the termination of this Agreement.

                  10.06. The Agent Individually. With respect to its Pro Rata
Share hereunder and the Loans made by it, the Agent shall have and may exercise
the same rights and powers hereunder and is subject to the same obligations and
liabilities as and to the extent set forth herein for any other Lender. The
terms "Lenders" or "Requisite Lenders" or any similar terms shall, unless the
context clearly otherwise indicates, include the Agent in its individual
capacity as a Lender or one of the Requisite Lenders. The Agent may accept
deposits from, lend money to, and generally engage in any kind of banking, trust
or other business with Borrower as if it were not acting as Agent pursuant
hereto.

                  10.07. Successor Agent; Resignation of Agent. (a) The Agent
may resign from the performance of its functions and duties hereunder at any
time by giving at least thirty (30) days prior written notice to the Lenders,
the Issuing Bank and Borrower. In the event that the Agent gives notice of its
desire to resign from the performance of its functions and duties as Agent, any
such resignation shall take effect only upon the acceptance by a successor Agent
of appointment pursuant to clauses (b) and (c) below.

                  (b) The Requisite Lenders shall appoint a successor Agent who
shall be reasonably satisfactory to Borrower provided no such approval of the
Borrower shall be required after the occurrence and during the continuance of an
Event of Default.

                  (c) If a successor Agent shall not have been so appointed
within said thirty (30) day period, the retiring Agent, with the consent of
Borrower (which may not be withheld unreasonably), shall then appoint a
successor Agent who shall serve as Agent until such time, if any, as the
Requisite Lenders, with the consent of Borrower (which may not be withheld
unreasonably), appoint

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a successor Agent as provided above. No consent of the Borrower shall be
required after the occurrence and during the continuance of an Event of Default.

                  (d) Upon the appointment of a successor Agent, the term
"Agent" shall, for all purposes of this Agreement, thereafter include such
successor, except that the retiring Agent shall reserve all rights as to
Obligations accrued or due to it, in its capacity as such, at the time of such
succession and all rights (whenever arising) under Section 11.04.

                  (e) Notwithstanding anything in this Section 10.07 to the
contrary, no Person shall serve as an Agent unless such Person is a Lender.

                  10.08. Collateral Matters. (a) Each of the Lenders authorizes
and directs the Agent to enter into the Loan Documents relating to the
Collateral for the benefit of itself and the Holders of Secured Obligations.
Each of the Lenders agrees that any action taken by the Agent or the Requisite
Lenders (or, where required by the express terms of this Agreement or any other
Loan Document, a greater proportion of the Lenders) in accordance with the
provisions of this Agreement or the other Loan Documents, and the exercise by
the Agent or the Requisite Lenders (or, where so required, such greater
proportion) of the powers set forth herein or therein, together with such other
powers as are reasonably incidental thereto, shall be authorized and binding
upon all of the Lenders. Without limiting the generality of the foregoing, the
Agent shall have the sole and exclusive right and authority to (i) act as the
disbursing and collecting agent for the Lenders with respect to all payments and
collections arising in connection with this Agreement and the other Loan
Documents relating to the Loans or Collateral; (ii) execute and deliver each
Loan Document relating to the Collateral and accept delivery of each such
agreement delivered by the Borrower or any of its Subsidiaries; (iii) act as
collateral agent for the Lenders for purposes of the perfection of all security
interests and Liens created by such agreements and all other purposes stated
therein, provided, however, the Agent hereby appoints, authorizes and directs
the Lenders to act as collateral sub-agent for the Agent and the Lenders for
purposes of the perfection of all security interests and Liens with respect to
the Borrower's and the Borrower's Subsidiaries' respective deposit accounts
maintained with, and cash and Cash Equivalents held by, such Lender; (iv)
manage, supervise and otherwise deal with the Collateral in accordance with the
terms of this Agreement and the other Loan Documents; (v) take such action as is
necessary or desirable to maintain the perfection and priority of the security
interests and Liens created or purported to be created by the Loan Documents;
and (vi) except as may be otherwise specifically restricted by the terms of this
Agreement or any other Loan Document, exercise all remedies given to the Agent
or the Lenders with respect to the Collateral under the Loan Documents relating
thereto, under applicable law or otherwise.

                  (b) The Holders of Secured Obligations hereby irrevocably
authorize the Agent, at the option and in the discretion of the Agent, to
release any Lien granted to or held by the Agent upon any Collateral (i) upon
termination of the Commitments and payment and satisfaction of all Loans and all
other Agreement Obligations which have matured and which the Agent has been
notified in writing are then due and payable; or (ii) constituting property
being sold or disposed of if Borrower certifies to the Agent that the sale or
disposition is made in compliance with

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<PAGE>   88
Section 7.02 (and the Agent may rely conclusively on any such certificate,
without further inquiry); or (iii) constituting property in which neither the
Borrower nor any Subsidiary of the Borrower owned any interest at the time the
Lien was granted or at any time thereafter; or (iv) if approved or consented to
by the Requisite Lenders (or, where so required, all of the Lenders). Upon
request by the Agent at any time, the Lenders will confirm in writing the
Agent's authority to release particular types or items of Collateral pursuant to
this Section 10.08(b).

                  (c) Without in any manner limiting the Agent's authority to
act without any specific or further authorization or consent by the Requisite
Lenders (as set forth in Section 10.08(b)), each Lender agrees to confirm in
writing, upon request by Borrower, the authority to release Collateral conferred
upon the Agent under clauses (i) through (iv) of Section 10.08(b). So long as no
Event of Default is then continuing, upon receipt by the Agent of the net cash
proceeds of any sale and transfer of Collateral which is expressly permitted
pursuant to the terms of this Agreement, to the extent such proceeds are
required to be paid to the Lenders, and upon at least five (5) Business Days'
prior written request by Borrower, the Agent shall (and is hereby irrevocably
authorized by the Holders of Secured Obligations to) execute such documents as
may be necessary to evidence the release of the Liens granted to the Agent for
the benefit of the Holders of Secured Obligations herein or pursuant hereto upon
such Collateral; provided, that (i) the Agent shall not be required to execute
any such document on terms which, in the Agent's opinion, would expose the Agent
to liability or create any obligation or entail any consequence other than the
release of such Liens without recourse or warranty, and (ii) such release shall
not in any manner discharge, affect or impair the Obligations or any Liens upon
(or obligations of Borrower in respect of) all interests retained by Borrower,
including, without limitation, the proceeds of any sale, all of which shall
continue to constitute part of the Collateral.

                  (d) The benefit of the Collateral Documents and of the
provisions of this Agreement relating to the Collateral shall extend to and be
available in respect of any Obligations ("Related Obligations") which arise
under any Eligible Hedging Contracts or which are otherwise owed to Persons
entitled to indemnification pursuant to Section 11.04; provided that (i) the
Related Obligations shall be entitled to the benefit of the Collateral to the
extent and with the priority expressly set forth in this Agreement and the
Collateral Documents, and to such extent the Agent shall hold, and have the
right and power to act with respect to, the Collateral on behalf of and as agent
for the holders of the Related Obligations; but the Agent is otherwise acting
solely as agent for the Lenders and shall have no separate fiduciary duty, duty
of loyalty, duty of care, duty of disclosure or other obligation whatsoever to
any holder of Related Obligations; and (ii) all matters, acts and omissions
relating in any manner to the Collateral, or the omission, creation, perfection,
priority, abandonment or release of any Lien, shall be governed solely by the
provisions of this Agreement and the Collateral Documents, and no separate Lien,
right, power or remedy shall arise or exist in favor of any Holder of Secured
Obligations under any separate instrument or agreement or in respect of any
Related Obligations; and (iii) each Holder of Secured Obligations shall be bound
by all actions taken or omitted, in accordance with the provisions of this
Agreement and the Collateral Documents, by the Agent and the Requisite Lenders
or, where expressly required, all of the Lenders, each of whom shall be entitled
to act at its sole discretion and exclusively in its own

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interest given its own Commitments and its own interest in the Loans, and its
other Agreement Obligations, without any duty or liability to any other Holder
of Secured Obligations or as to any Related Obligations and without regard to
whether any Related Obligations remain outstanding or are deprived of the
benefit of the Collateral or become unsecured or are otherwise affected or put
in jeopardy thereby; and (iv) no holder of Related Obligations and no other
Holder of Secured Obligations (except the Agent and the Lenders, to the extent
set forth in this Agreement) shall have any right to be notified of, or to
direct, require or be heard with respect to, any action taken or omitted in
respect of the Collateral or under this Agreement or the Collateral Documents;
and (v) no holder of any Related Obligations shall exercise any right of setoff,
banker's lien or similar right.

                  10.09. Relations Among Lenders.

                  (a) Except as set forth in the following clause (b) of this
section, each Lender agrees that it will not take any action, nor institute any
actions or proceedings, against Borrower or any other obligor hereunder or with
respect to any Collateral or Loan Document, without the prior written consent of
the Requisite Lenders or, as may be provided in this Agreement or the other Loan
Documents, at the direction of the Agent.

                  (b) The Lenders are not partners or co-venturers, and no
Lender shall be liable for the acts or omissions of, or (except as otherwise set
forth herein in case of the Agent) authorized to act for, any other Lender.

                  (c) Hibernia National Bank, as Documentation Agent, shall have
no right, power, obligation, liability, responsibility or duty under this
Agreement other than those applicable to all Lenders as such. Without limiting
the foregoing, Hibernia National Bank shall not have by reason of this Agreement
a fiduciary relationship in respect of any Lender.



                                   ARTICLE XI
                                  MISCELLANEOUS

                  11.01. Survival of Warranties and Agreements. All agreements,
representations and warranties made herein shall survive the execution and
delivery of this Agreement and the other Loan Documents and the making of the
Loans and the issuance of Letters of Credit hereunder.

                  11.02. Assignments and Participations.

                  (a) At any time after the Effective Date, each Lender may
assign to one or more banks or financial institutions all or a portion of its
rights and obligations under this Agreement (including, without limitation, all
or a portion of its Commitment and Revolving Credit Exposure) in conformity with
the following provisions:

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<PAGE>   90
                  (i) each such assignment shall be of a constant, and not a
varying, percentage of the assigning Lender's rights and obligations under this
Agreement and the assignment shall transfer the same percentage of such Lender's
Commitment, Revolving Credit Exposure and other interests hereunder;

                  (ii) unless the Agent and the Borrower otherwise consent, the
amount of the Commitment of the assigning Lender being assigned pursuant to each
such assignment (determined as of the date of the Assignment and Acceptance with
respect to such assignment) shall in no event be less than $5,000,000 or, if
less, the entire amount of such assigning Lender's Commitment, Revolving Credit
Exposure and other interests hereunder (provided that assignments between
Lenders shall have no minimum amount and assignments after the occurrence and
during the continuance of an Event of Default shall not require Borrower's
consent regardless of the size of such assignment);

                  (iii) the Agent shall have consented (which consent shall not
unreasonably be withheld) to each such assignment and the parties to each such
assignment shall execute and deliver to the Agent an Assignment and Acceptance,
together with a processing and recordation fee of $3,500; provided that such
consent of the Agent shall not be required for any assignment made by a Lender
to an Affiliate of such Lender; and

                  (iv) With respect to any assignment made at a time when no
Event of Default exists, the Borrower shall have consented to such assignment,
which consent shall not unreasonably be withheld; provided that such consent of
the Borrower shall not be required for any assignment made by a Lender to an
Affiliate of such Lender.

Upon such execution, delivery, approval, acceptance and recording, from and
after the effective date specified in each Assignment and Acceptance, which
effective date shall be at least five (5) Business Days after the execution date
thereof, (x) the assignee thereunder shall be a party hereto and, to the extent
that rights and obligations hereunder have been assigned or negotiated to it
pursuant to such Assignment and Acceptance, have the rights and obligations of a
Lender hereunder (including, in respect of the Collateral, all the rights and
obligations of a Holder of Secured Obligations, as fully as if such assignee had
been named as a Lender in accordance with the terms of this Agreement) and (y)
the Lender assignor thereunder shall, to the extent that rights and obligations
hereunder have been assigned or negotiated by it pursuant to such Assignment and
Acceptance, relinquish its rights and be released from its obligations under
this Agreement and, in the case of an Assignment and Acceptance covering all or
the remaining portion of an assigning Lender's rights and obligations under this
Agreement, such Lender shall cease to be a party hereto but shall continue to be
entitled to the benefits of Sections 2.09, 2.10, 2.11, 11.03 and 11.04, as well
as to any fees accrued for its account hereunder and not yet paid.

                  (b) By executing and delivering an Assignment and Acceptance,
the assigning Lender thereunder and the assignee thereunder confirm to and agree
with each other and the other parties hereto as follows: (i) the assignment made
under such Assignment and Acceptance is made

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without recourse and, other than as provided in such Assignment or and
Acceptance, such assigning Lender makes no representation or warranty and
assumes no responsibility with respect to any statements, warranties or
representations made in or in connection with this Agreement or any other Loan
Document or any other document, instrument or agreement executed or delivered in
connection herewith or therewith or the execution, legality, validity,
enforceability, genuineness, sufficiency or value of this Agreement or any other
Transaction Document or any other instrument or document furnished pursuant
hereto or thereto; (ii) such assigning Lender makes no representation or
warranty and assumes no responsibility with respect to the financial condition
of Borrower or any of its Subsidiaries or the performance or observance by
Borrower or any of its Subsidiaries of any of its obligations under any
Transaction Document or any other instrument or document furnished pursuant
hereto; (iii) such assignee confirms that it has received a copy of this
Agreement, together with copies of the financial statements most recently
delivered pursuant to Article V and such other Loan Documents and other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into such Assignment and Acceptance; (iv) such
assignee will, independently and without reliance upon the Agent, such assigning
Lender or any other Lender or the Issuing Bank and based on such documents and
information as it shall deem appropriate at the time, continue to make its own
credit decisions in taking or not taking action under this Agreement; (v) such
assignee appoints and authorizes the Agent to take such action as an Agent on
its behalf and to exercise such powers under this Agreement and the other Loan
Documents as are delegated to the Agent by the terms hereof and thereof,
together with such powers as are reasonably incidental thereto; and (vi) such
assignee agrees that it will perform in accordance with their terms all of the
obligations which by the terms of this Agreement are required to be performed by
it as a Lender.

                  (c) The Agent shall maintain at its address referred to on
Schedule A, a copy of each Assignment and Acceptance delivered to and accepted
by it and shall record in the Agent's Loan Account the names and addresses of
each Lender and the Commitment of, and principal amount of the Loans owing to,
such Lender from time to time. Borrower, the Agent, the Issuing Bank and the
Lenders may treat each Person whose name is recorded in the Loan Account as a
Lender, and all of such Persons as the only Lenders, hereunder for all purposes
of this Agreement.

                  (d) Upon its receipt of an Assignment and Acceptance executed
by an assigning Lender and the assignee, the Agent shall, if such Assignment and
Acceptance has been properly completed and is in substantially the form of
Exhibit 1 and if the conditions for the assignment referred to in the Assignment
and Acceptance and set forth in Section 11.02(a) have been met, (i) accept such
Assignment and Acceptance, (ii) record the information contained therein in the
Agent's Loan Account and (iii) give prompt notice thereof to Borrower.

                  (e) Each Lender may sell participations to one or more banks
or other entities as to all or a portion of its rights and obligations under
this Agreement (including, without limitation, all or a portion of its
Commitment and Revolving Credit Exposure; provided that (i) notice thereof is
given to the Borrower and the Agent, (ii) such Lender's obligations under this
Agreement (including, without limitation, its Commitment to Borrower hereunder)
shall remain unchanged, (iii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such

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obligations, (iv) the participating banks or other entities shall be entitled to
the benefit of the cost protection provisions contained in Sections 2.09, 2.10
and 2.11 to the same extent as if they were Lenders; provided, however, that no
such participating bank or entity shall be entitled to receive any greater
amount pursuant to such Sections than the Lender from which it purchased its
participation would have been entitled to receive in respect of the amount of
the participation transferred by such Lender to such participating bank or
entity had no transfer occurred, (v) Borrower, the Agent, the Issuing Bank and
the other Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender's rights and obligations under this Agreement and
with regard to any and all payments to be made under this Agreement, and (vi)
the holder of any such participation shall not be entitled to voting rights
under this Agreement; provided that the participation agreement between a Lender
and its participants may provide that such Lender will obtain the approval of
such participant prior to any amendment or waiver of any provisions of this
Agreement which would (A) extend the Termination Date or the time of payment of
interest thereon or fees, (B) reduce the interest rate or any fees here under,
or the principal amount of the Loans or LC Disbursements, (C) increase the
aggregate amount of the Commitment or the Revolving Credit Exposure of the
Lender granting the participation, or increase such Lender's Pro Rata Share, (D)
release all or substantially all of the Collateral, or (E) release any of the
Subsidiary Guaranties.

                  (f) Upon the acceptance by the Agent of any Assignment and
Acceptance, the parties to such Assignment and Acceptance may at any time
request that new Notes be issued to the Lender assignor and the Lender assignee
by (i) providing written notice of such request to the Agent and the Borrower
and (ii) delivering to the Borrower such assigning Lender's Note for
cancellation and substitution. Promptly following receipt by the Borrower of any
such notice, and verification from the Agent that the applicable Assignment and
Acceptance shall have been accepted by the Agent, the Borrower forthwith shall
cause to be executed, and shall deliver to the Lender assignee, a new Note to
the order of the assignee and, if applicable, a replacement Note to the order of
the Lender assignor, and such Notes shall equal the aggregate principal amount
of such assigning Lender's Note issued by the Borrower immediately prior to the
acceptance by the Agent of the applicable Assignment and Acceptance. The
Borrower shall immediately upon delivery of such new Note(s), cancel the
original Note delivered by the Lender assignor to the Borrower.

                  (g) Notwithstanding anything herein to the contrary, each
Lender may assign all or any portion of its rights under this Agreement as
collateral security to any Federal Reserve Bank or any Governmental Authority
succeeding to its functions.

                  (h) Notwithstanding the foregoing, no Lender, assignee or
participant shall assign any portion of its rights or obligations under this
Agreement or sell a participating interest in any Note held by such Lender,
assignee or participant or assign, sell or otherwise transfer any stock pursuant
to any Pledge Agreement to (i) any individual not a citizen of the United
States, or (ii) any entity that is not a citizen of the United States qualified
to operate vessels in coastwise trade within the meanings of Section 2 of the
Shipping Act, 1916 as amended (46 App. U.S.C. Section 802); provided, however,
that the foregoing restriction as to assignment, sale or transfer to entities
not qualified to operate vessels in coastwise trade may be waived if, in the
opinion of counsel to the Agent, said

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<PAGE>   93
assignment, sale or transfer does not result in the loss of U.S. citizen status
of the Borrower or any of its Subsidiaries.

                  Within the meaning of the Shipping Act, no corporation,
partnership, or association is a citizen of the United States for purposes of
operating a vessel in coastwise trade unless at least 75% of the interest in the
entity is owned by citizens of the United States. A corporation is not a citizen
of the United States unless (a) its president or other chief executive officer
and the chairman of its board of directors are citizens of the United States and
(b) no more of its directors than a minority of the number necessary to
constitute a quorum are noncitizens and (c) the corporation itself is organized
under the laws of the United States or of a State, Territory, District, or
possession thereof. In the case of a corporation, 75% of the stock is not deemed
to be owned by a citizen of the United States (a) if title to 75% of the stock
is not vested in citizens of the United States free from any trust or fiduciary
obligation in favor of any person not a citizen of the United States; or (b) if
75% of the voting power in such corporation is not vested in citizens of the
United States; or (c) if, through any contract or understanding, it is so
arranged that more than 25% of the voting power in such corporation may be
exercised, directly or indirectly, in behalf of any person who is not a citizen
of the Untied States; or (d) if by any other means whatsoever control of any
interest in the corporation in excess of 25% is conferred upon or permitted to
be exercised by any person who is not a citizen of the United States.

                  11.03. Expenses.

                  (a) Generally. Whether or not any Funding Date shall have
occurred, Borrower agrees upon demand to pay, or reimburse the Agent for all
such Agent's and any of its Affiliates' costs and expenses of every type and
nature (including, without limitation, the reasonable fees, expenses and
disbursements of attorneys and legal assistants (including allocated costs of
internal counsel and legal assistants), and such auditors, accountants,
appraisers, printers, insurance and environmental advisers, and other
consultants retained by the Agent as shall have been reasonably approved by
Borrower, and other legal, travel, search and filing fees and expenses and all
fees, taxes (except income and franchise taxes), assessments and duties incurred
by any of them) incurred by the Agent or its Affiliates in connection with (i)
the negotiation, preparation and execution of this Agreement and any amendments
or waivers thereto (including, without limitation, the satisfaction or attempted
satisfaction of any of the conditions set forth in Article III, the Collateral
Documents and the other Transaction Documents or any amendment or waiver thereto
and the making of the Loans); (ii) the creation, perfection or protection of the
Agent's Liens in the Collateral for the benefit of itself and the Holders of
Secured Obligations (including, without limitation, any fees and expenses for
title and lien searches, filing and recording fees and taxes, trustee's fees,
duplication costs and corporate search fees); (iii) reasonable fees, expenses
and disbursements of the Agent's legal counsel (including allocated costs of
internal counsel and legal assistants) in connection with the administration of
this Agreement, the Transaction Documents, the Loans and the Collateral; and
(iv) the protection, collection or enforcement of any of the Obligations or the
Collateral.

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                  (b) After Default. Borrower further agrees to pay, or
reimburse the Agent, the Issuing Bank and the Lenders for all out-of-pocket
costs and expenses, including, without limitation, reasonable attorneys' and
legal assistants' fees, expenses and disbursements (including allocated costs of
internal counsel and costs of settlement) incurred by the Agent, the Issuing
Bank or any Lender after the occurrence of an Event of Default (i) in enforcing
any of the Obligations or in foreclosing against the Collateral or exercising or
enforcing any other right or remedy available by reason of such Event of
Default; (ii) in connection with any refinancing or restructuring of the credit
arrangements provided under this Agreement in the nature of a "work-out" or in
any insolvency or bankruptcy proceeding; (iii) in commencing, defending or
intervening in any litigation or in filing a petition, complaint, answer, motion
or other pleading in any legal proceeding relating to Borrower or any of its
Subsidiaries and related to or arising out of the transactions contemplated
hereby or by any of the Transaction Documents; (iv) in protecting, preserving,
collecting, leasing, selling, taking possession of, or liquidating any of the
Collateral; or (v) in attempting to enforce or enforcing any security interest
in any of the Collateral or any other rights under the Collateral Documents. Any
payments made by Borrower or received by the Agent and applied as reimbursements
for costs and expenses under this Section 11.03(b) shall be apportioned among
the Agent, the Issuing Bank and the Lenders in the order of priority set forth
in Section 2.07.

                  11.04. Indemnification and Waiver. Borrower agrees to defend,
protect, indemnify, and hold harmless the Agent, the Issuing Bank, each Lender
and each Related Party of each of the foregoing (collectively called the
"Indemnitees") from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, claims, costs, expenses and
disbursements of any kind or nature whatsoever (including, without limitation,
the reasonable fees and disbursements of counsel for such Indemnitees) in
connection with any investigative, administrative or judicial proceeding,
whether or not such Indemnitees shall be designated a party thereto that may be
imposed on, incurred by, or asserted against such Indemnitees (whether direct,
indirect or consequential and whether based on any federal or state laws or
other statutory regulations, including, without limitation, securities and
commercial laws and regulations, under common law or at equitable cause, or on
contract or otherwise, including any liabilities and costs under federal, state
or local environmental, health or safety laws, regulations, or common law
principles, arising from or in connection with the past, present or future
operations of Borrower and of its Subsidiaries, or their respective predecessors
in interest, or the past, present or future environmental condition of the
Property of Borrower or any of its Subsidiaries, the presence of
asbestos-containing materials at any such Property, or the Release or threatened
Release of any Contaminant into the environment from any such Property) in any
manner relating to or arising out of this Agreement, the Collateral Documents or
any of the other Transaction Documents, the capitalization of Borrower, the
Lenders' Commitments, the making or issuance of, management of and participation
in the Loans or the Letters of Credit or the use or intended use of and the
proceeds of the Loans or the Letters of Credit hereunder (collectively, the
"Indemnified Matters"); provided that Borrower shall have no obligation to an
Indemnitee hereunder with respect to (i) matters for which such Indemnitee has
been compensated pursuant to or for which an exemption is provided in Section
2.09(d) or 2.11(b) or any other provision of this Agreement and (ii) Indemnified
Matters caused by or resulting from the gross negligence or willful misconduct
of that Indemnitee, as determined by a final judgment of a court

                                       88
<PAGE>   95
of competent jurisdiction. To the extent that the undertaking to indemnify, pay
and hold harmless set forth in this Section 11.04 may be unenforceable because
it is violative of any law or public policy, Borrower shall contribute the
maximum portion which it is permitted to pay and satisfy under applicable law,
to the payment and satisfaction of all Indemnified Matters incurred by the
Indemnitees. Without prejudice to the survival of any other agreement of
Borrower hereunder, the agreements and obligations of Borrower contained in this
Section 11.04 shall survive the payment in full of principal and interest
hereunder and the termination of this Agreement.

                  11.05. Limitation of Liability. No claim may be made by
Borrower, any Lender or other Person against the Agent, the Issuing Bank, any
Lender or any Related Party of any of them for any special, indirect,
consequential or punitive damages in respect of any claim for breach of contract
or any other theory of liability arising out of or related to the transactions
contemplated by this Agreement or any other Transaction Document, or any act,
omission or event occurring in connection therewith, and Borrower and each
Lender hereby waives, releases and agrees not to sue upon any claim for any such
damages, whether or not accrued and whether or not known or suspected to exist
in its favor.

                  11.06. Ratable Sharing. Subject to Sections 2.07, the Lenders
agree among themselves that (i) with respect to all amounts received by them
which are applicable to the payment of the Agreement Obligations (excluding
amounts payable under this Agreement which are determined on a non-pro-rata
basis, including, without limitation, amounts payable under Sections 2.02(c),
2.05(b), 2.09(d), 2.10, 2.11, 2.14, 11.03 and 11.04), equitable adjustment will
be made so that, in effect, all such amounts will be shared among them ratably
in accordance with their Pro Rata Shares, whether received by voluntary payment,
by the exercise of the right of set-off or banker's lien, by counterclaim or
cross action or by the enforcement of any or all of the Agreement Obligations
(excluding amounts payable under this Agreement which are determined on a
non-pro-rata basis, including, without limitation, amounts payable under
Sections 2.02(c), 2.05(b), 2.09(d), 2.10, 2.11, 2.14, 11.03 and 11.04) or the
Collateral, (ii) if any of them shall by voluntary payment or by the exercise of
any right of counterclaim, setoff, banker's lien or otherwise, receive payment
of a proportion of the aggregate amount of the Agreement Obligations held by it
which is greater than its Pro Rata Share of the payments on account of the
Agreement Obligations (excluding the fees described or referred to in Section
2.05), the one receiving such excess payment shall purchase, without recourse or
warranty, an undivided interest and participation (which it shall be deemed to
have been done simultaneously upon the receipt of such payment) in such
Agreement Obligations owed to the others so that all such recoveries with
respect to such Agreement Obligations shall be applied ratably in accordance
with their Pro Rata Shares; provided that if all or part of such excess payment
received by the purchasing party is thereafter recovered from it, those
purchases shall be rescinded and the purchase prices paid for such
participations shall be returned to that party to the extent necessary to adjust
for such recovery, but without interest except to the extent the purchasing
party is required to pay interest in connection with such recovery. Borrower
agrees that any Lender so purchasing a participation from another Lender
pursuant to this Section 11.06 may, to the fullest extent permitted by law,
exercise all its rights of payment with respect to such participation as fully
as if such Lender were the direct creditor of Borrower in the amount of such
participation.

                                       89
<PAGE>   96
                  11.07. Amendments and Waivers. Subject to the provisions of
Section 2.07(b)(ii) no amendment or modification of any provision of this
Agreement shall be effective without the written agreement of the Requisite
Lenders and Borrower, and no termination or waiver of any provision of this
Agreement, or consent to any departure by Borrower therefrom, shall in any event
be effective without the written concurrence of the Requisite Lenders, which the
Requisite Lenders shall have the right to grant or withhold at their sole
discretion; provided that any amendment, modification, or waiver of any
provision of this Agreement which would (i) extend the time of expiration or
termination of any of the Commitments or the Termination Date or the time of
payment of principal on any Loan or LC Disbursement, interest thereon or fees or
waive any prescribed prepayment (including, without limitation by any amendment
to or waiver of Section 9.02(a)), (ii) reduce the interest rate, the amount of
any fees, indemnities or reimbursements hereunder, or the principal amount of
the Loans or LC Disbursements (including, without limitation by any amendment to
or waiver of Section 9.02(a)), (iii) increase the aggregate amount of the
Commitments or the Loans of the Lenders or the Lenders' participations in
Letters of Credit or LC Disbursements or increase any Lender's Pro Rata Share or
waive any prescribed reduction in the Commitments, (iv) release the security
interest of the Holders of Secured Obligations in all or substantially all of
the Collateral or, except in connection with a sale or other disposition
permitted under Section 7.02, any of the Delta Queen, the Mississippi Queen or
any New Vessel, (v) release any of the Subsidiary Guaranties or (vi) amend the
definitions of "Requisite Lenders" or "Pro Rata Share," the provisions of
Section 2.01(b), the provisions of Section 7.02(a), the next to the last
sentence of Section 11.15 or the provisions contained in Section 11.06 or in
this Section 11.07 or the parties whose consent is required for action hereunder
or under the other Loan Documents, shall be effective only if evidenced by a
writing signed by or on behalf of all Lenders. No amendment, modification,
termination, or waiver of any provision of Article X or any other provision
referring to the Agent shall be effective without the written concurrence of the
Agent, and no amendment, modification, termination or waiver of any provision of
this Agreement affecting the rights or obligations of the Issuing Bank shall be
effective without the written concurrence of the Issuing Bank. The Agent may,
but shall have no obligation to, with the concurrence of any Lender, execute
amendments, modifications, waivers or consents on behalf of such Lender. Any
waiver or consent shall be effective only in the specific instance and for the
specific purpose for which it was given. No notice to or demand on Borrower in
any case shall entitle Borrower to any other or further notice or demand in
similar or other circumstances. The making of a Loan or the issuance of a Letter
of Credit shall not be construed as a waiver of any Event of Default or
Potential Event of Default, regardless of whether the Agent, any Lender or the
Issuing Bank may have had notice or knowledge thereof at the time. Any
amendment, modification, termination, waiver or consent effected in accordance
with this Section 11.07 shall be binding on each assignee, transferee or
recipient of a Lender's Commitment or Revolving Credit Exposure, each future
assignee, transferee, recipient of a Lender's Commitment or Revolving Credit
Exposure, and, if signed by Borrower, on Borrower.

                  11.08. Notices. Unless otherwise specifically provided herein,
any notice or other communication herein required or permitted to be given shall
be in writing and may be personally served, telecopied, telexed or sent by
courier service or United States mail and shall be deemed to have been given
when delivered in person or by courier service, upon receipt of a telecopy or
telex

                                       90
<PAGE>   97
or upon delivery or refusal to accept delivery if deposited in the United States
mail (registered or certified, with postage prepaid and properly addressed).
Notices to the Agent shall not be effective until received by the Agent. For the
purposes hereof, the addresses of the parties hereto (until notice of a change
thereof is delivered as provided in this Section 11.08) shall be as set forth in
Schedule A or on the applicable Assignment and Acceptance, or, as to each party,
at such other address as may be designated by such party in a written notice to
all of the other parties.

                  11.09. Failure or Indulgence Not Waiver; Remedies Cumulative.
No failure or delay on the part of the Agent or any Lender in the exercise of
any power, right or privilege under any of the Loan Documents shall impair such
power, right or privilege or be construed to be a waiver of any default or
acquiescence therein, nor shall any single or partial exercise of any such
power, right or privilege preclude other or further exercise thereof or of any
other right, power or privilege. All rights and remedies existing under the Loan
Documents are cumulative to and not exclusive of any rights or remedies
otherwise available.

                  11.10. Termination. Upon the termination in whole of the
Commitments pursuant to the terms of this Agreement, Borrower shall pay to the
Agent for the benefit of the Lenders an amount equal to any and all Agreement
Obligations then outstanding.

                  11.11. Marshalling; Recourse to Security; Payments Set Aside.
Neither any Lender nor the Agent shall be under any obligation to marshal any
assets in favor of Borrower or any other party or against or in payment of any
or all of the Obligations. Recourse to security shall not be required at any
time. To the extent that Borrower makes a payment or payments to the Agent, the
Issuing Bank or the Lenders, or the Agent, the Issuing Bank or the Lenders
enforce their security interests or exercise their rights of setoff, and such
payment or payments or the proceeds of such enforcement or setoff or any part
thereof are subsequently invalidated, declared to be fraudulent or preferential,
set aside and/or required to be repaid to a trustee, receiver or any other party
under any bankruptcy law, state or federal law, common law or equitable cause,
then to the extent of such recovery, the obligation or part thereof originally
intended to be satisfied, and all Liens, right and remedies therefor, shall be
revived and continued in full force and effect as if such payment had not been
made or such enforcement or setoff had not occurred.

                  11.12. Severability. In case any provision in or obligation
under this Agreement or the other Loan Documents shall be invalid, illegal or
unenforceable in any jurisdiction, the validity, legality and enforceability of
the remaining provisions or obligations, or of such provision or obligation in
any other jurisdiction, shall not in any way be affected or impaired thereby.

                  11.13. Headings. Article and Section headings in this
Agreement and in the Table of Contents hereto are included herein for
convenience of reference only and shall not constitute a part of this Agreement
for any other purpose or be given any substantive effect.

                  11.14. GOVERNING LAW. THE AGENT HEREBY ACCEPTS THIS AGREEMENT,
ON BEHALF OF ITSELF AND THE LENDERS, AT NEW YORK, NEW

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<PAGE>   98
YORK BY ACKNOWLEDGING AND AGREEING TO IT THERE. ANY DISPUTE AMONG THE BORROWER,
THE AGENT, THE ISSUING BANK, ANY LENDER OR ANY OTHER HOLDER OF SECURED
OBLIGATIONS ARISING OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE
RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF
THE OTHER LOAN DOCUMENTS, AND WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR
OTHERWISE, SHALL BE RESOLVED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK AND THE GENERAL MARITIME LAWS OF THE UNITED STATES.

                  11.15. Successors and Assigns; Subsequent Holders of Notes.
This Agreement and the other Loan Documents shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
permitted assigns. The terms and provisions of this Agreement shall inure to the
benefit of any assignee or transferee of the Revolving Credit Exposure and
Commitment of any Lender (to the extent such assignment or transfer is effected
in accordance with Section 11.02), and in the event of such transfer or
assignment, the rights and privileges herein conferred upon Lenders shall
automatically extend to and be vested in such transferee or assignee, all
subject to the terms and conditions hereof. Borrower's rights or any interest
therein hereunder, and Borrower's duties and Obligations hereunder, may not be
assigned without the written consent of all of the Lenders. All of Borrower's
obligations and duties under this Agreement and under each of the other Loan
Documents shall be binding upon each of Borrower's successors and assigns,
including, without limitation, any receiver, trustee or debtor-in-possession of
or for Borrower.

                  11.16. CONSENT TO JURISDICTION; SERVICE OF PROCESS; JURY
TRIAL.

                  (A) EXCLUSIVE JURISDICTION. EXCEPT AS PROVIDED IN SUBSECTION
(B), EACH OF THE PARTIES HERETO AGREES THAT ALL DISPUTES AMONG THEM ARISING OUT
OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED
AMONG THEM IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE OTHER LOAN
DOCUMENTS WHETHER ARISING IN CONTRACT, TORT, EQUITY, OR OTHERWISE, SHALL BE
RESOLVED EXCLUSIVELY BY STATE OR FEDERAL COURTS LOCATED IN NEW YORK, NEW YORK,
BUT THE PARTIES HERETO ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE
TO BE HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK, NEW YORK. EACH OF THE
PARTIES HERETO WAIVES IN ALL DISPUTES BROUGHT PURSUANT TO THIS SUBSECTION ANY
OBJECTION THAT IT MAY HAVE TO THE LOCATION OF THE COURT CONSIDERING THE DISPUTE.

                  (B) OTHER JURISDICTIONS. BORROWER AGREES THAT THE AGENT, THE
ISSUING BANK OR ANY LENDER SHALL HAVE THE RIGHT TO PROCEED AGAINST BORROWER OR
ITS PROPERTY IN A COURT IN ANY LOCATION TO ENABLE SUCH PERSON TO (1) OBTAIN
PERSONAL JURISDICTION OVER THE BORROWER OR (2) REALIZE ON THE COLLATERAL OR ANY
OTHER SECURITY FOR THE OBLIGATIONS

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<PAGE>   99
OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF SUCH PERSON.
BORROWER AGREES THAT IT WILL NOT ASSERT ANY PERMISSIVE COUNTERCLAIMS IN ANY
PROCEEDING BROUGHT BY SUCH PERSON TO REALIZE ON THE COLLATERAL OR ANY OTHER
SECURITY FOR THE OBLIGATIONS OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN
FAVOR OF SUCH PERSON. BORROWER WAIVES ANY OBJECTION THAT IT MAY HAVE TO THE
LOCATION OF THE COURT IN WHICH SUCH PERSON HAS COMMENCED A PROCEEDING DESCRIBED
IN THIS SUBSECTION.

                  (C) SERVICE OF PROCESS. BORROWER WAIVES PERSONAL SERVICE OF
ANY PROCESS UPON IT AND, AS ADDITIONAL SECURITY FOR THE OBLIGATIONS, IRREVOCABLY
APPOINTS THE PRENTICE HALL CORPORATION SYSTEM, INC., WHOSE ADDRESS IS 500
CENTRAL AVENUE, ALBANY, NEW YORK, 12206, AS BORROWER'S AGENT FOR THE PURPOSE OF
ACCEPTING SERVICE OF PROCESS ISSUED BY ANY COURT. BORROWER IRREVOCABLY WAIVES
ANY OBJECTION (INCLUDING, WITHOUT LIMITATION, ANY OBJECTION OF THE LAYING OF
VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS) WHICH IT MAY NOW OR
HEREAFTER HAVE TO THE BRINGING OF ANY SUCH ACTION OR PROCEEDING WITH RESPECT TO
THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR
DELIVERED IN CONNECTION HEREWITH IN ANY JURISDICTION SET FORTH ABOVE.

                  (D) WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO
IRREVOCABLY WAIVES ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY
DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF,
CONNECTED WITH, RELATED TO OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG
THEM IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER INSTRUMENT, DOCUMENT OR
AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH. EACH OF THE PARTIES
HERETO AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY AND THAT ANY PARTY HERETO
MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS AGREEMENT WITH ANY COURT AS
WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF THEIR
RIGHT TO TRIAL BY JURY.

                  (E) WAIVER OF BOND. BORROWER WAIVES THE POSTING OF ANY BOND
OTHERWISE REQUIRED OF ANY PARTY HERETO IN CONNECTION WITH ANY JUDICIAL PROCESS
OR PROCEEDING TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE
OBLIGATIONS OR TO ENFORCE ANY JUDGMENT OR OTHER COURT ORDER ENTERED IN FAVOR OF
SUCH PARTY, OR TO ENFORCE BY SPECIFIC PERFORMANCE, TEMPORARY RESTRAINING ORDER,
PRELIMINARY OR PERMANENT INJUNCTION, THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT.

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<PAGE>   100
                  (F) ADVICE OF COUNSEL. EACH OF THE PARTIES REPRESENTS TO EACH
OTHER PARTY HERETO THAT IT HAS DISCUSSED THIS AGREEMENT AND, SPECIFICALLY, THE
PROVISIONS OF THIS SECTION 11.16, WITH ITS COUNSEL.

                  11.17. Counterparts; Effectiveness; Inconsistencies. This
Agreement and any amendments, waivers, consents, or supplements may be executed
in counterparts, each of which when so executed and delivered shall be deemed an
original, but all such counterparts together shall constitute but one and the
same instrument. This Agreement shall become effective against Borrower, each
Lender, the Issuing Bank and the Agent on the date when all of such parties have
duly executed and delivered this Agreement to each other (delivery by Borrower
to the Lenders and the Issuing Bank and by any Lender or the Issuing Bank to the
Borrower and any other Lender being deemed to have been made by delivery to the
Agent). This Agreement and each of the other Loan Documents shall be construed
to the extent reasonable to be consistent one with the other, but to the extent
that the terms and conditions of this Agreement are actually inconsistent with
the terms and conditions of any other Loan Document, this Agreement shall
govern.

                  11.18. Performance of Obligations. Borrower agrees that the
Agent may, but shall have no obligation to, make any payment or perform any act
required of Borrower under any Loan Document or take any other action which the
Agent in its discretion deems necessary or desirable to protect or preserve the
Collateral, including, without limitation, any action to (i) pay or discharge
taxes, liens, security interests or other encumbrances levied or placed on or
threatened against any Collateral, (ii) effect any repairs or obtain any
insurance called for by the terms of any of the Loan Documents and to pay all or
any part of the premiums therefor and the costs thereof and (iii) pay any rents
payable by Borrower which are more than 30 days past due, or as to which the
landlord has given notice of termination, under any lease. The Agent shall use
its best efforts to give Borrower notice of any action taken under this Section
11.18 prior to the taking of such action or promptly thereafter provided the
failure to give such notice shall not affect Borrower's obligations in respect
thereof. The Borrower agrees to pay the Agent, upon demand, the principal amount
of all funds advanced by the Agent under this Section 11.18, together with
interest thereon at the rate from time to time applicable to Base Rate Loans
from the date of such advance until the outstanding principal balance thereof is
paid in full. If the Borrower fails to make payment in respect of any such
advance under this Section 11.18 within one (1) Business Day after the date the
Borrower receives written demand therefor from the Agent, the Agent shall
promptly notify each Lender and each Lender agrees that it shall thereupon make
available to the Agent, in Dollars in immediately available funds, the amount
equal to such Lender's Pro Rata Share of such advance. If such funds are not
made available to the Agent by such Lender within one (1) Business Day after the
Agent's demand therefor, the Agent will be entitled to recover any such amount
from such Lender together with interest thereon at the Federal Funds Effective
Rate for each day during the period commencing on the date of such demand and
ending on the date such amount is received. The failure of any Lender to make
available to the Agent its Pro Rata Share of any such unreimbursed advance under
this Section 11.18 shall neither relieve any other Lender of its obligation
hereunder to make available to the Agent such other Lender's Pro Rata Share of
such advance on the date such payment is to be made nor increase the obligation
of any other Lender to make such payment to the Agent. All

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<PAGE>   101
outstanding principal of, and interest on, advances made under this Section
11.18 shall constitute Obligations secured by the Collateral until paid in full
by the Borrower.

                  11.19. ENTIRE AGREEMENT. THIS WRITTEN CREDIT AGREEMENT,
TOGETHER WITH THE OTHER LOAN DOCUMENTS, REPRESENTS THE FINAL AGREEMENT AMONG THE
PARTIES AS TO ITS SUBJECT MATTER AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS AMONG THE PARTIES. THERE
ARE NO ORAL AGREEMENTS AMONG THE PARTIES.

                  11.20. Confidentiality. Each of the Agent, the Issuing Bank
and the Lenders agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its and its
Affiliates' directors, officers, employees, accountants, legal counsel and other
advisors who are actively and directly participating in the preparation,
evaluation, administration or enforcement of the Loan Documents (it being
understood that the Persons to whom such disclosure is made will be informed of
the confidential nature of such Information and instructed to keep such
Information confidential), (b) to the extent requested by any regulatory
authority, (c) to the extent required by applicable laws or regulations or by
any subpoena or similar legal process, (d) to any other party to this Agreement,
(e) in connection with the exercise of any remedies hereunder or any suit,
action or proceeding relating to this Agreement or the enforcement of rights
hereunder, (f) subject to an agreement containing provisions substantially the
same as those of this Section, to any assignee of or participant in, or any
prospective assignee of or participant in, any of its rights or obligations
under this Agreement, (g) with the consent of the Borrower or (h) to the extent
such Information (i) becomes publicly available other than as a result of a
breach of this Section or (ii) becomes available to the Agent, the Issuing Bank
or any Lender on a nonconfidential basis from a source other than the Borrower.
For the purposes of this Section, "Information" means all information received
from the Borrower relating to the Borrower or its business, other than any such
information that is available to the Agent, the Issuing Bank or any Lender on a
nonconfidential basis prior to disclosure by the Borrower. Any Person required
to maintain the confidentiality of Information as provided in this Section shall
be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such
Information as such Person would accord to its own confidential information.

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<PAGE>   102

                  IN WITNESS WHEREOF, this Agreement has been duly executed on
the date set forth above.

                                       THE DELTA QUEEN STEAMBOAT CO.
                                       as Borrower

                                       By: /s/ JORDAN B. ALLEN
                                          -------------------------------------
                                          Name: Jordan B. Allen
                                               --------------------------------
                                          Title: Executive Vice President
                                                -------------------------------


                                       THE CHASE MANHATTAN BANK,
                                       as Administrative Agent, as Issuing Bank
                                       and as a Lender

                                       By: /s/ STEVEN J. FALISKI
                                          -------------------------------------
                                          Name: Steven J. Faliski
                                               --------------------------------
                                          Title: Vice President
                                                -------------------------------


                                       HIBERNIA NATIONAL BANK, as Documentation
                                       Agent and as a Lender

                                       By: /s/ WILLIAM P. HERRINGTON
                                          -------------------------------------
                                          Name: William P. Herrington
                                               --------------------------------
                                          Title: Sr. Vice President
                                                -------------------------------


                                       BANK ONE, LOUISIANA, NATIONAL ASSOCIATION
                                       as a Lender

                                       By: /s/ LIZETTE TERRAL
                                          -------------------------------------
                                          Name: Lizette Terral
                                               --------------------------------
                                          Title: Sr. Vice President
                                                -------------------------------

                                       CREDIT AGRICOLE INDOSUEZ,
                                       as a Lender

                                       By: /s/ KATHERINE L. ABBOTT
                                          -------------------------------------
                                          Name: Katherine L. Abbott
                                               --------------------------------
                                          Title: First Vice President
                                                -------------------------------


                                       By: /s/ DAVID BOUHL 
                                          -------------------------------------
                                          Name: David Bouhl 
                                               --------------------------------
                                          Title: First Vice President
                                                -------------------------------
  

                                       THE BANK OF NEW YORK,
                                       as a Lender

            
                                       By: /s/ RICHARD RAFFETO
                                          -------------------------------------
                                          Name: RICHARD RAFFETO
                                                --------------------------------
                                          Title: Vice President
                                                -------------------------------

                                       96