; :-.STATE OF
  DELfUlIAREOYAi. I.I.X. : n -J. SECRETARY OF STATE DIVISION OF CORPORATIONS
  FILED 10:00 AN 03/23/199-4 944047334 - 2178324 EXHIBIT 4.3 or DESIGNATION or
  PREFERENCES, RIGHTS MID LXHXTATIOIIS O7 SERIES S-PIK OTOXOR, NOH-VQTXNG,
  CONVERTIBLB, PREFERRED STOCK PAR VALUE $.01 PER BEARS O? CRUISES CORPORATION
  Charles H. Reddien and Sharon Petty hereby certify that: A. They are the
  President and Secretary, respectively, of Europa Cruises Corporation, a
  Delaware corporation (the "Corporation"). B. The Corporation's
  Articles of Incorporation authorize the issuance of up to 5,000,ooo shares of
  Preferred Stock, par value $.01 per share. C. Pursuant to the authority
  conferred upon the Board of Directors by the Articles of incorporation, and
  pursuant to the provisions of the Delaware General Corporation Law, said
  Board of Directors, by duly adopted resolutions on the 7th day of March,
  1984, providing for the designation of a series of 2,500,000 shares of Series
  S-PIK Preferred Stock, par value $.01 per share, which resolutions are as
  follows: RESOLVED, that pursuant to the authority expressly granted and
  vested in the Board of Directors of this Corporation in accordance with the
  provisions of its Articles of Incorporation, a series of preferred stock of
  the corporation be, and it hereby is, designated "Series S-PIK Junior,
  Non-Voting, Convertible Non-Redeemable Preferred Stock, par value $.ai per
  share" (the "Series S-PIK Preferred Stock"), said series to
  consist of 2/500,000 shares. The powers, designations, preferences and
  relative participating, optional or other special rights and the
  qualification*, limitations and restrictions of the Series S-PIK Preferred
  Stock shall be as followsi 1. Number and Designation. The nuaiber of shares
  to constitute the Series S-PIK Preferred Stock shall be 2,500,000 shares and
  tiie designation of such shares shall be "Series S-PIK Preferred Stock,
  par value $.01 per share." 2. Liquidation. (a) Junior Rank. The Series
  s-PIK Preferred Stock shall rank junior to the Series S Preferred Stock and
  the Series S-NR Preferred Stock as to the distribution of assets upon 

  






 















	
  

  	
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  '<'M,\ LL.\ liquidation, dissolution, or winding up of the Corporation. No
  distribution of the assets of the Corporation upon liquidation, dissolution,
  or winding up of the Corporation, whether such aseats are capital, surplus,
  or earnings, shall b« made to the holders of the Series S-PIK Preferred Stock
  before full payment of the Liquidation value of the Series S and Series S-NR
  Preferred Stock is made to the holders of tiie Series S and Series S-NR
  Preferred Stock. (b) Preference. In the event of any voluntary or involuntary
  dissolution, liquidation, or winding up of affairs of the corporation, after
  payment or provision for payment of the debts and other Liabilities of the
  Corporation and payment or provision for payment of the Liquidation Value of
  the Series S and Series S-NR Preferred holders, the holders of the Series
  SPIK Preferred Stock shall be entitled to receive out of the assets of the
  corporation, whether such assets are capital, surplus or earnings, an amount
  equal to the Liquidation Value of each share of Series S-PIK Preferred Stock
  before any payment shall be made or assets distributed on the Conunon Stock.
  After payment to the holders of the Series SPik Preferred stock of the amount
  to which such holders are entitled as set forth above, the remaining assets
  of the Corporation, if any, shall, subject to the rights of the holders of
  the Corporation's Preferred Stock, be distributed ratably among the holders
  of the Corporation's Common Stock. (c) Partial Payment. If upon any
  dissolution, liquidation or winding up of the affairs of the Corporation, the
  assets of the Corporation distributable aaong the holders of the Series S-PIK
  Preferred Stock and all other classes or series of Preferred Stock ranking as
  to assets pari pasu thereto shall be insufficient to permit the payment to
  them of the full preferential amounts to which they are entitled, then the
  entire assets of the Corporation to b« so distributed shall be distributed
  ratably among the holders of the series S-PIK Preferred Stock and such other
  classes or series of Preferred Stock ranking as to assets pari paau thereto,
  in proportion to the sum of their respective per share liquidation values, until
  payment in full of such amount per share. (d) Reorganization. For the
  purposes of this Section 2, a liquidation, dissolution or winding up of the
  affairs of the Corporation ehall not be deemed to be occasioned by or to
  include the sale or spin-off of all or substantially all of the assets of the
  Corporation or the acquisition of the Corporation by another entity by means
  of a merger, consolidation or other reorganization. 

  






 















	
  

  	
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  i<OJi _A!, '.'. A_. «-__;.:.-XM . •:.<'! C--_ ! •-^ v,— i.:-. -iOvAi.
  l.i \ : M (c) Liquidation Value. The Liquidation Value per share of Series
  S~PIK Preferred Stock as of any particular date shall be $2,25 per share plus
  accrued dividends, if any. 3. Voting Rights. The shareholders of the Series
  SPIK Preferred Stock shall have no voting rights on any natters upon which
  the shareholders of th« Corporation are entitled to vote provided, however,
  the corporation shall not, vithout the consent of the holders of at least 51%
  of the Series S-PIK Preferred Stock then outstanding, given in person or by
  proxy, either in writing or by vote at a meeting called for that purpose at
  which the Series S-PIK Preferred Stock shall vote as a Class, by amendment to
  the Articles of Incorporation of the Corporation or by merger or consolidation
  or in any other manner: (a) alter or change the preference, special rights or
  powers given to the holders of the Series S-PIK Preferred Stock by the
  Articles of Incorporation; or (b) increase the number of authorized shares of
  the Preferred Stock to mor* than 5,000,000 shares. 4. Cumulative Dividends.
  Annual dividends on the Series S-PIK Pr«f«rr«d Stock shall be payable at the
  rate of $.18 per share, payable quarterly at the rate of $.045 per share to
  shareholders of record as of March 15, June 15, September 15 and December 15
  of each year from legally available funds and are cumulative. For a period of
  three (3) years from the date the Series S-PIK Preferred Stock is first
  issued, the Corporation may at its option pay the amount of any dividend
  payable by issuing Common Stock of the Corporation to the holders of the
  Series SPIX Preferred Stock. When the Corporation elects to make any dividend
  payment to the record holders of the Series S-PIK Preferred Stock by issuing
  shares of its Common Stock to the holders of the Series S-PIK Preferred
  Stock, the number of shares of Common Stock issued to th* holders of the
  Series S-PIK Preferred Stock shall be determined by dividing the total
  dividend payable by the closing price of the Corporation's Common Stock as reported
  in the Wall Street Journal on the Dividend Record Date. If the Dividend
  Record Date falls on a Saturday, Sunday or holiday, the last closing price of
  the Corporation's Common Stock as reported in tha Wall Street Journal on the
  day immediately preceding the Dividend Record Date shall be utilized in
  determining the numb«r of shares of Common Stock to be issued to the holders
  of the Series S-PIK Preferred stock. Mo fractional shares of Common Stock
  will b« issued. Payments of all dividends on the Series S-PIK Preferred Stock
  shall be made before any dividends are declared and paid on the Common Stock
  of th* Corporation ("Common Shares"). The Series S-PIK Preferred
  Stock shall participate pro rata in any dividend, whether payable in cash or
  in stock, declared on th* Company's Common Shares. 

  






 















	
  

  	
  RI.-C. I'AK :
  I>. kOY/,.'. i.i \. • i ••'- •'.-.:•• • \>'• •*• !!.' 5. Conversion.
  The holders of the Series S-PIK Preferred StocX shall be entitled to convert
  each share of Series S-PIK Preferred Stock into one share of the
  Corporation's Voting Common Stock (par value $.001 per chare) at any time
  after January 31, 1995, 6. Redemption. The Preferred Shares are not
  redeemable by the Company. IN WITNESS WHEREOF, the Corporation has caused
  this Certificate to be signed by Charles H. Raddien, President, and Sharon
  Petty, its Secretary, this 15th day of February, 1994, EUROPA CRUISES
  CORPORATION Charles B. Reddien Its President •'Sharon Petty Its Secretary