Exhibit 10(i)] AMENDED AND RESTATED LOAN AGREEMENT between NATIONSBANK, N.A. (successor by merger to The Boatmen's National Bank of St. Louis) as "Lender" and INTRAV, INC. as "Borrower"

[Exhibit 10(i)]

AMENDED AND RESTATED LOAN AGREEMENT

between

NATIONSBANK, N.A.
(successor by merger to The Boatmen's National Bank of St. Louis)

as "Lender"

and

INTRAV, INC.

as "Borrower"

Effective October 30, 1998

AMENDED AND RESTATED LOAN AGREEMENT

This is Amendment and Restated Loan Agreement (this "Agreement")
is executed as of October 30, 1998, by and between INTRAV, INC, as
Borrower, and NATIONSBANK, N.A., as Lender.

The Boatmen's National Bank of St. Louis, to which Lender is
successor by merger, and Borrower are parties to a Loan Agreement
effective December 31, 1996, as amended by several subsequent amendments
thereto (the "Original Loan Agreement") and now desire to amend and
restate the Original Loan Agreement in its entirety.

Therefore, in consideration of the mutual agreements herein
and other sufficient consideration, the receipt of which is hereby
acknowledged, Borrower and Lender hereby amend and restate the Original
Loan Agreement to read in its entirety as follows:

1. Effective Date. This Agreement shall be effective October
30, 1998.

2. Definitions and Rules of Construction.

2.1. Listed Definitions. Capitalized terms defined in the
Glossary and Index of Defined Terms attached hereto as Exhibit 2.1
shall have such defined meanings wherever used in this Agreement
and the other Loan Documents.

2.2. Other Definitions. If a capitalized term used in this
Agreement is not defined in the Glossary and Index of Defined
Terms, it shall have such meaning as defined elsewhere herein, or
if not defined elsewhere herein, the meaning defined in the UCC.

2.3. References to Covered Persons. The words Covered Person, a
Covered Person, any Covered Person, each Covered Person and every
Covered Person refer to Borrower and each of its Subsidiaries
separately. The words Covered Persons refer to Borrower and its
Subsidiaries collectively.

2.4. Accounting Terms. Unless the context otherwise requires,
accounting terms herein that are not defined herein shall be
calculated under GAAP. All financial statements required
hereunder and financial measurements contemplated hereunder
respecting Borrower shall be presented and calculated for Borrower
and all of its Subsidiaries, if any, unless otherwise expressly
provided otherwise herein, on a consolidated basis in accordance
with GAAP.

2.5. Meaning of Satisfactory. Wherever herein a document or
matter is required to be satisfactory to Lender, unless expressly
stated otherwise such document must be satisfactory to Lender in
both form and substance, and unless expressly stated otherwise,
Lender shall have the absolute discretion to determine whether the
document or matter is satisfactory.

2.6. Computation of Time Periods. In the computation of periods
of time from a specified date to a later specified date, the word
from shall mean from and including and the words to and until
shall 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, and references in this Agreement to
months and years shall be to calendar months and calendar years
unless otherwise specified.

2.7. General. Unless the context of this Agreement clearly
requires otherwise: (i) references to the plural include the
singular and vice versa; (ii) references to any Person include
such Person's successors and assigns but, if applicable, only if
such successors and assigns are permitted by this Agreement; (iii)
references to one gender include all genders; (iv) including is
not limiting; (v) or has the inclusive meaning represented by the
phrase "and/or"; (vi) the words hereof, herein, hereby, hereunder
and similar terms in this Agreement refer to this Agreement as a
whole, including its Exhibits, and not to any particular provision
of this Agreement; (vii) the word Section or section and Page or
page refer to a section or page, respectively, and the word
Exhibit refers to an Exhibit to this Agreement unless it expressly
refers to something else; (viii) reference to any agreement
(including this Agreement), document or instrument means such
agreement, document or instrument as amended or modified and in
effect from time to time in accordance with the terms thereof and,
if applicable, the terms hereof; and (ix) general and specific
references to any Law means such Law as amended, modified,
codified or reenacted, in whole or in part, and in effect from
time to time. Section captions and the Table of Contents are for
convenience only and shall not affect the interpretation or
construction of this Agreement or the other Loan Documents.

3. Lender's Commitments.

3.1. Revolving Commitment.

3.1.1. Advances. Subject to the limitations in Section
3.1.2 and elsewhere herein, Lender commits to make available
from the Effective Date to the Maturity Date, a revolving
credit facility available as Advances made from time to time
as provided herein. Subject to the limitations in Section
3.1.2 and elsewhere herein, payments and prepayments that
are applied to reduce the Revolving Loan may be reborrowed.
The amount of the Revolving Commitment initially will be
$30,000,000, but will reduce automatically to a lesser
Dollar amount on certain dates as listed in the table below:

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Effective Date of Reduction Reduction New Revolving Commitment
---------------------------------------------------------------------

December 31, 1999 $2,000,000 $28,000,000
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December 31, 2000 $5,000,000 $23,000,000
---------------------------------------------------------------------
December 31, 2001 $5,000,000 $18,000,000
---------------------------------------------------------------------
December 31, 2002 $3,000,000 $15,000,000
---------------------------------------------------------------------

Borrower may also reduce the amount of the Revolving
Commitment in whole multiples of $1,000,000 at any time and
from time to time, but only if (i) Borrower gives Lender
written notice of Borrower's intention to make such
reduction at least one Business Day prior to the effective
date of the reduction, and (ii) Borrower makes on the
effective date of the reduction any payment on the Revolving
Loan required under Section 7.2 as a consequence of the
reduction and any amount that may be due to Lender under
Section 18.4. Any such reduction of the amount of the
Revolving Commitment, whether scheduled or voluntary, shall
be permanent.

3.1.2. Limitation on Advances. No Advance will be made
which would result in the Revolving Loan exceeding the
Maximum Available Amount and no Advance will be

made on or after the Maturity Date. Lender may, however, in
its absolute discretion make such Advances, but shall not be
deemed by doing so to have increased the Maximum Available
Amount and shall not be obligated to make any such Advances
thereafter. At any time that there is an Existing Default,
the Revolving Commitment may be canceled as provided in
Section 17.2. The "Maximum Available Amount" on any date
shall be a Dollar amount equal to (i) the amount of the
Revolving Commitment on such date, minus (ii) the Letter of
Credit Exposure (except to the extent that such Advance will
be used immediately to reimburse Lender for unreimbursed
draws on a Letter of Credit). No Advance will be made which
would result in the Revolving Loan exceeding $25,000,000
unless and until Lender has, or contemporaneously with the
Advance will have, a first priority Security Interest in the
vessel Oceanic Odyssey and all of her machinery and
equipment and a valid and effective assignment of all income
and proceeds thereof, subject to no other Security Interests
except those that will be fully discharged by appropriate
contemporaneous application of the proceeds of such Advance
in a manner satisfactory to Lender. No Advance will be made
which would cause the ratio of the Revolving Loan to the
from time to time most recently appraised value of the
Vessels in which Lender has a first priority Security
Interest to exceed 2/3.

3.1.3. Note. The obligation of Borrower to repay
Lender's Revolving Loan shall be evidenced by a promissory
note payable to the order of Lender in a maximum principal
amount equal to the amount of the Revolving Commitment and
otherwise satisfactory to Lender.

3.2. Letter of Credit Commitment. Lender commits to issue
standby letters of credit and commercial letters of credit
for the account of Borrower or any Subsidiary of Borrower
from time to time from the Effective Date to the Maturity
Date, but only in connection with transactions satisfactory
to Lender and only if the Letter of Credit Exposure for all
Letters of Credit will not as a result of such issuance
exceed $1,000,000. The expiration date of any Letter of
Credit will be a Business Day that is not more than one year
after its issuance date and is not later than the Maturity
Date; provided, however, that the expiration date for a
Letter of Credit may be later than the Maturity Date if
Borrower provides cash collateral satisfactory to Lender as
security for Borrower's obligation to reimburse Lender for
all draws thereunder. Borrower unconditionally and
irrevocably guaranties the reimbursement to Lender of, and
will cause to be reimbursed to Lender, all amounts drawn on
any Letter of Credit issued for the account of any
Subsidiary of Borrower.

4. Interest; Yield Protection.

4.1. Multiple Tranches Permitted. The Revolving Loan may have
multiple Tranches bearing differing interest rates as provided
herein, but no LIBOR Tranche may be less than $150,000.

4.2. Alternative Rates and Interest Periods. Each Tranche shall
bear interest at either the Alternate Base Rate or the LIBOR Based
Rate as designated by Borrower as provided herein. If Borrower
designates a Tranche to be a LIBOR Tranche, Borrower shall also
select an Interest Period for it. The Interest Period shall be
either one, two, three, or six months. If a Tranche is a LIBOR
Tranche, it shall bear interest at the LIBOR Based Rate throughout
the applicable Interest Period designated by Borrower as provided
herein. The "Alternate Base Rate" for any Tranche shall be the
Prime Rate (which will fluctuate as provided in Section 4.6). The
"LIBOR Based

Rate" for any Tranche shall be the Adjusted LIBO Rate plus the
applicable LIBOR Increment determined as provided in Section 4.3.

4.3. LIBOR Increments. The applicable LIBOR Increment shall be
determined initially as of the last day of the fiscal quarter of
Borrower ended before the Effective Date, and thereafter as of the
last day of each fiscal quarter of Borrower, in accordance with
the following table and based upon the ratio of Borrower's Funded
Debt to EBITDA as reflected in Borrower's Financial Statements for
the twelve months then ended:

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If the ratio of Borrower's Funded Debt to EBITDA is: The LIBOR Increment shall be:
------------------------------------------------------------------------------------------

Equal to or greater than 2.00 but less than 3.00 2.00%
------------------------------------------------------------------------------------------
Equal to or greater than 1.00 but less than 2.00 1.75%
------------------------------------------------------------------------------------------
Less than 1.00 1.50%
------------------------------------------------------------------------------------------

Any change in the LIBOR Increment shall become applicable on the
first day following the day when Borrower delivers to Lender its
Financial Statements for its fiscal quarter just ended as required
in Section 14.12.2. If Borrower does not deliver any such
quarterly Financial Statements to Lender within the period
required by Section 14.12.2, the highest possible LIBOR Increment
shall become applicable as of the last day of such period and
shall remain applicable until Borrower delivers such Financial
Statements to Lender.

4.4. Conversion of Loan. Borrower may (i) at any time convert an
Alternate Base Rate Tranche to a LIBOR Tranche, or (ii) at the end
of any Interest Period of a LIBOR Tranche, continue such LIBOR
Tranche as a LIBOR Tranche for an additional Interest Period or
convert the Tranche to an Alternate Base Rate Tranche. To cause
any conversion or continuation, Borrower shall give Lender, prior
to 11:00 a.m., St. Louis time, on the date when the conversion or
continuation is to be effective, or in the case of conversion to
or continuation of a LIBOR Tranche, two (2) Business Days prior to
the date the conversion or continuation is to be effective (in
either case, the "Conversion Date"), a written request (which may
be mailed, personally delivered or telecopied as provided in
Section 17.5) (a "Notice of Conversion/Continuation") (i)
specifying whether a conversion or continuation is requested, (ii)
in the case of a conversion, specifying whether the Tranche is to
be a LIBOR Tranche or Alternate Base Rate Tranche upon the
conversion, and (iv) in the case of conversion to or continuation
of a LIBOR Tranche, specifying the Interest Period therefor. If a
Notice of Conversion/Continuation is not made by 11:00 a.m. St.
Louis time on the second Business Day preceding the last day of
the Interest Period if the Tranche is a LIBOR Tranche, then
Borrower shall be deemed to have timely given a Notice of
Conversion/Continuation to Lender requesting to convert the
Tranche to an Alternate Base Rate Tranche. If the Loan is a LIBOR
Tranche, any conversion or continuation shall become effective
only on the day following the last day of the current Interest
Period.

4.5. Time of Accrual. Interest shall accrue on all principal
amounts outstanding from the date when first outstanding to the
date when no longer outstanding. Amounts shall be deemed
outstanding until payments are applied thereto as provided herein.

4.6. Computation. Interest shall be computed for the actual days
elapsed over a year deemed to consist of 360 days. Interest rates
that are based on the Prime Rate shall change simultaneously with
any change in the Prime Rate and such rates shall be effective for
the entire day on which such Prime Rate change becomes effective.

4.7. Rate After Maturity. Borrower shall pay interest on the
Revolving Loan after its Maturity, and (at the option of Lender)
on the Revolving Loan and on the other Loan Obligations after the
occurrence of an Event of Default, at a rate per annum of 2% plus
the Prime Rate.

5. Fees.

5.1. Origination Fee. Borrower shall pay to Lender an
"Origination Fee" on the Effective Date of $47,500.

5.2. Commitment Fee. Borrower shall pay to Lender a "Commitment
Fee" calculated by applying the daily equivalent of the Commitment
Fee Rate to the Unused Revolving Commitment on each day during the
period from the Effective Date to the Maturity Date. The "Unused
Revolving Commitment" on any day shall be the amount of the
Revolving Commitment minus the sum of the Revolving Loan and the
Letter of Credit Exposure. The Commitment Fee shall be payable
quarterly in arrears, commencing on the first day of the first
calendar quarterly beginning after the Effective Date and
continuing on the first day of each calendar quarter thereafter
and on the Maturity Date. The applicable "Commitment Fee Rate"
shall be determined initially as of the last day of the fiscal
quarter of Borrower ended before the Effective Date, and
thereafter as of the last day of each fiscal quarter of Borrower,
in accordance with the following table and based upon the ratio of
Borrower's Funded Debt to EBITDA as reflected in Borrower's
Financial Statements for the twelve months then ended:

---------------------------------------------------------------------------------------------------
If the ratio of Borrower's Funded Debt to EBITDA is: The Commitment Fee Rate shall be:
---------------------------------------------------------------------------------------------------

Equal to or greater than 2.00 but less than 3.00 0.15%
---------------------------------------------------------------------------------------------------
Equal to or greater than 1.00 but less than 2.00 0.125%
---------------------------------------------------------------------------------------------------
Less than 1.00 0.10%
---------------------------------------------------------------------------------------------------

Any change in the Commitment Fee Rate shall become applicable on
the first day following the day when Borrower delivers to Lender
its Financial Statements for its fiscal quarter just ended as
required in Section 14.12.2. If Borrower does not deliver any
such quarterly Financial Statements to Lender within the period
required by Section 14.12.2, the highest possible Commitment Fee
Rate shall become applicable as of the last day of such period and
shall remain applicable until Borrower delivers such Financial
Statements to Lender.

5.3. Letter of Credit Fees. Borrower shall pay to Lender a one-
time "Letter of Credit Fee" for each Letter of Credit issued by
Lender. The Letter of Credit Fee shall be an amount equal to 1.0%
per annum of the original face amount of each Letter of Credit and
is payable quarterly in arrears. Borrower shall also pay Lender's
other customary fees for amendment and renewal of a Letter of
Credit, for negotiation of drafts drawn under Letters of Credit,
and similar fees, all in accordance with Lender's normal practice
at the time.

6. Scheduled Payments.

6.1. Maturity Date. Borrower shall repay the Revolving Loan and
all unpaid accrued interest thereon on November 1, 2003.

6.2. Interest Payments Before Maturity Date. While a Tranche is
an Alternate Base Rate Tranche, Borrower shall pay interest
accrued thereon monthly in arrears, beginning on the first

Business Day of the first calendar month following the Effective
Date, and continuing on the first day of each calendar month
thereafter until the Maturity Date. While a Tranche is a LIBOR
Tranche, Borrower shall, until the Maturity Date, pay interest
accrued thereon on the last day of the Interest Period therefor,
provided however, that if a LIBOR Tranche has a 180 day Interest
Period, Borrower shall pay accrued interest on such LIBOR Tranche
on the last day of each fiscal quarter in addition to the last day
of the Interest Period..

7. Prepayments.

7.1. Voluntary Prepayments. Subject to the requirements of
Section 7.2, Borrower shall not be entitled to make prepayments on
a Tranche if it is a LIBOR Tranche. If a Tranche is an Alternate
Base Rate Tranche, Borrower may wholly prepay it at any time and
may make partial prepayments thereon from time to time, without
penalty or premium, but only if (i) Borrower gives Lender written
notice (which may be mailed, personally delivered or telecopied as
provided in Section 22.1) of Borrower's intention to make such
prepayment at least one Business Day prior to tendering the
prepayment, (ii) the total amount of the prepayment is a whole
multiple of $150,000, and (iii) Borrower pays any accrued interest
on the amount prepaid at the time of such prepayment.

7.2. Mandatory Prepayments. If at any time the Revolving Loan
exceeds the Maximum Available Amount, whether as a result of
optional Advances by Lender as contemplated in Section 3.1.2, a
scheduled or voluntary reduction in the amount of the Revolving
Commitment or otherwise, Borrower shall on demand by Lender make a
prepayment in the amount of the excess and pay any amount that may
be due to Lender under Section 18.4. Each such prepayment will be
applied by Lender first to reduce pro rata all the Tranches of the
Revolving Loan that are Alternate Base Rate Tranches, and then to
reduce (in the order of the maturities of their respective
Interest Periods) the Tranches of the Revolving Loan that are
LIBOR Tranches.

8. Manner of Payments and Timing of Application of Payments.

8.1. Payment Requirement. Unless expressly provided to the
contrary elsewhere herein, Borrower shall make each payment on the
Loan Obligations to Lender as required under the Loan Documents at
the Lending Office. All such payments shall be made in Dollars on
the date when due, without deduction, set-off or counterclaim.

8.2. Application of Payments and Proceeds. All payments received
by Lender in immediately available funds at or before 12:00 noon,
St. Louis time, on a Business Day will be applied to the relevant
Loan Obligation on the same day. Such payments received on a day
that is not a Business Day or after 12:00 noon on a Business Day
will be applied to the relevant Loan Obligation on the next
Business Day. Except as expressly provided otherwise herein,
Lender may apply, and reverse and reapply, payments and proceeds
of the Collateral to the Loan Obligations in such order and manner
as Lender determines in its absolute discretion. Borrower hereby
irrevocably waives the right to direct the application of payments
and proceeds of the Collateral.

8.3. Returned Instruments. If a payment is made by check, draft
or other instrument and the check, draft or other instrument is
returned unpaid, the application of the payment to the Loan
Obligations will be reversed and will be treated as never having
been made.

8.4. Compelled Return of Payments or Proceeds. If Lender is for
any reason compelled to surrender any payment or any proceeds of
the Collateral because such payment or the application of such
proceeds is for any reason invalidated, declared fraudulent, set
aside, or determined to be void or voidable as a preference, an
impermissible setoff, or a diversion of trust funds, then this
Agreement and the Loan Obligations to which such payment or
proceeds was applied or intended to be applied shall be revived as
if such application was never made; and Borrower shall be liable
to pay to Lender, and shall indemnify Lender for and hold Lender
harmless from any loss with respect to, the amount of such payment
or proceeds surrendered. This Section shall be effective
notwithstanding any contrary action Lender may take in reliance
upon its receipt of any such payment or proceeds. Any such
contrary action so taken by Lender shall be without prejudice to
Lender's rights under this Agreement and shall be deemed to have
been conditioned upon the application of such payment or proceeds
having become final and irrevocable. The provisions of this
Section shall survive termination of the Commitment and the
payment and satisfaction of all of the Loan Obligations.

8.5. Due Dates Not on Business Days. If any payment required
hereunder becomes due on a date that is not a Business Day, then
such due date shall be deemed automatically extended to the next
Business Day; provided, however, that if the next Business Day
would be in the next calendar month, such payment shall instead be
due on the immediately preceding Business Day.

8.6. Advances on Borrower's Request. Borrower may request an
Advance by submitting a request therefor to Lender as provided
herein. Every request for an Advance shall specify a date when
the Advance is requested to be made and shall be irrevocable. A
request for an Advance received by Lender on a day that is not a
Business Day or that is received by Lender after 11:00 a.m. (St.
Louis time) on a Business Day shall be treated as having been
received by Lender at 11:00 a.m. (St. Louis time) on the next
Business Day. Provided that all conditions precedent herein to a
requested Advance have been satisfied, Lender will make the amount
of such requested Advance available to Borrower on the applicable
Advance Date in immediately available funds in Dollars at the
Lending Office. Such funds will be deposited in a demand deposit
account of Borrower's at the Lending Office.

8.7. Lender's Right to Make Other Advances.

8.7.1. Payment of Loan Obligations. Lender shall have
the right to make Advances at any time and from time to time
to cause timely payment of any of the Loan Obligations.
Lender will give notice to Borrower after any such Advance
is made. Any such Advance will be an Alternate Base Rate
Tranche.

8.7.2. Payments to Other Creditors. If Lender is
obligated to reimburse or pay to any creditor of Borrower
any amount in order to (i) obtain a release of such
creditor's Security Interest in any of the Collateral, or
(ii) otherwise satisfy Borrower's obligations to such
creditor to the extent not irrevocably satisfied by the
initial Advance, then Lender may make Advances for that
purpose. Any such Advance will be an Alternate Base Rate
Tranche.

8.8. Letters of Credit. Borrower may request the issuance of a
Letter of Credit by submitting an issuance request to Lender and
executing the reimbursement agreement required under Section 11.1
no less than five Business Days prior to the requested issue date
for such Letter of Credit.

8.9. Amount, Number, and Purpose Restrictions on Advances. No
Advance will be made unless it is a whole multiple of $150,000 and
not less than $150,000. On any one day, no more than one Advance
will be made. Advances will only be made for the purposes
permitted in Section 14.1.

8.10. Each Request for a Advance a Certification. Each submittal
by Borrower of a request for a Advance shall constitute a
certification by Borrower that (i) there is no Existing Default,
(ii) all representations and warranties of Borrower in this
Agreement are then true, with such exceptions as have been
disclosed to Lender in writing by Borrower, and will be true on
the Advance Date, as if then made, with such exceptions as have
been disclosed to Lender in writing by Borrower, except that with
respect to the representations and warranties made regarding
Financial Statements or financial data, such representations and
warranties shall be deemed made with respect to the most recent
Financial Statements and other financial data delivered by
Borrower to Lender, and (iii) all conditions herein and in the
other Loan Documents to the making of the requested Advance have
been satisfied.

8.11. Requirements for Every Request for an Advance. A request to
Lender for an Advance may be oral (in person or by telephone) or
in writing (mailed, personally delivered or telecopied as provided
in Section 22.1), shall be from a Borrowing Officer, and shall
specify the amount of the Advance to be made, the Advance Date,
which portion of the Advance is to be an Alternate Base Rate
Tranche and, if any, each portion of the Advance that is to be a
separate LIBOR Tranche and the Interest Period therefor. If a
request for an Advance does not fully meet the foregoing
requirements, Lender may reject it and not treat it as a request
for a Advance.

8.12. Requirements for Every Request for Issuance of a Letter of
Credit. Only a written request (which may be mailed, personally
delivered or telecopied as provided in Section 22.1) from a
Borrowing Officer to Lender, or an electronic initiation over an
online service provided by Lender, that specifies the amount,
requested issue date (which shall be a Business Day) and
beneficiary of the requested Letter of Credit and other
information necessary for its issuance shall be treated as an
issuance request for purposes hereof.

8.13. Exoneration of Lender. Lender shall not incur any liability
to Borrower for treating a request that meets the express
requirements of Section 8.11 or Section 8.12 as a request for an
Advance or a request for issuance of a Letter of Credit Request,
as applicable, if Lender believes in good faith that the Person
making the request is a Borrowing Officer. Lender shall not incur
any liability to Borrower for failing to treat any such request as
a request for and Advance or a request for issuance of a Letter of
Credit, as applicable, if Lender believes in good faith that the
Person making the request is not a Borrowing Officer.

9. Security and Guaranties. As security for payment and performance
of the Loan Obligations (including all Interest Hedge Obligations, if
any ever exist), Borrower shall execute and deliver to Lender, or cause
to be executed and delivered to Lender by the appropriate Person, the
following documents, each satisfactory to Lender:

9.1. Ship Mortgages. Ship mortgages, or amendments of existing
ship mortgages, satisfactory to Lender, each in the full amount of
the initial Revolving Commitment and (i) granting to Lender a
Security Interest in each of the vessels Nantucket Clipper,
Yorktown Clipper, and Clipper Adventurer, and (ii) assigning to
Lender all incometherefrom and proceeds thereof, which Security
Interests shall be subject only to Permitted Security Interests
that affect the foregoing.

9.2. Security Agreements. Security agreements, or amendments of
existing security agreements, satisfactory to Lender and granting
to Lender a Security Interest under the UCC in all stock held by
Borrower of the Subsidiaries of Borrower and all of the Goods,
Equipment, Accounts, Inventory, Instruments, Documents, Chattel
Paper, General Intangibles and other personal property and
Fixtures of Borrower and all of its Subsidiaries, whether now
owned or hereafter acquired, and all proceeds thereof, subject
only to Permitted Security Interests that affect the foregoing.

9.3. Collateral Assignments. Collateral assignments, or
amendments of existing collateral assignments, satisfactory to
Lender and assigning to Lender (i) all of Borrower's rights under
its lease of 7711 Bonhomme, Clayton, Missouri, and (ii) the
trademarks, service marks and/or tradenames "INTRAV", "Adventure
Holidays", "Clipper Cruise Line", "Nantucket Clipper", "Yorktown
Clipper", "In the Spirit of Adventure", "Oceanic Odyssey" and
"Clipper Adventurer", each subject to no other Security Interests
except Permitted Security Interests that affect the foregoing.

9.4. Guaranties. Guaranties, or ratifications of existing
guaranties, satisfactory to Lender, by all of the domestic
Subsidiaries of Borrower under which they guaranty the timely and
full payment and performance of all of the Loan Obligations

As further security for payment and performance of the Loan Obligations,
Borrower hereby assigns to Lender and grants to Lender a Security
Interest in all of the rights of Borrower under the Acquisition
Agreement; provided, however, that if there is no Existing Default,
Borrower shall have the right to enforce such rights and collect any
proceeds therefrom. The foregoing assignment and grant of a Security
Interest shall automatically become void when all of the Loan
Obligations have been fully and irrevocably paid and performed, all
outstanding Letters of Credit have expired, and the Commitments have
terminated.

If the proceeds of any Advance will be used to pay some or all of the
purchase price for the vessel Oceanic Odyssey by Borrower or any
Subsidiary of Borrower, or any other sum due in connection therewith,
Borrower or such Subsidiary shall (contemporaneously with the
acquisition thereof) execute and deliver to Lender a ship mortgage
satisfactory to Lender in the full amount of the initial Revolving
Commitment and (i) granting to Lender a Security Interest in the vessel
Oceanic Odyssey and (ii) assigning to Lender all income therefrom and
proceeds thereof, which Security Interests shall be subject only to
Permitted Security Interests that affect the foregoing.

Lender may, either before or after an Event of Default, exchange, waive
or release the Security Interests in any of the Collateral, or in
Lender's absolute discretion permit Borrower to substitute any real or
personal property for any of the Collateral, without affecting the Loan
Obligations or Lender's right to take any other action with respect to
any other Collateral.

10. Conditions.

10.1. Conditions to Initial Advance. Lender will have no
obligation to fund any Advance that would result in the Revolving
Loan being greater than it was on the Effective Date unless:

10.1.1. Listed Documents and Other Items. Lender shall
have received on or before the Effective Date all of the
documents and other items listed or described in Exhibit
10.1.1, with each being satisfactory to Lender and (as
applicable) duly executed and (also as applicable) sealed,
attested, acknowledged, certified, or authenticated.

10.1.2. Representations and Warranties. The
representations and warranties contained in the Loan
Documents shall be true and correct in all material respects
as of the time of such Advance and with the same force and
effect as if made at such time.

10.1.3. No Default. There shall be no Existing Default
and no Default or Event of Default will occur as a result of
the making of the Advance or Borrower's use of the proceeds
thereof.

10.1.4. Perfection of Security Interests. Every
Security Interest and assignment required to be granted or
made by Borrower as of the Effective Date under Section 9
shall have been perfected and shall be, except as to
applicable Permitted Security Interests or as otherwise
satisfactory to Lender, a first priority Security Interest.

10.1.5. Payment of Fees. Borrower shall have paid and
reimbursed to Lender all fees, costs and expenses that are
payable or reimbursable to Lender hereunder on or before the
date of the Advance.

10.1.6. Material Proceedings. There are no pending
Material Proceedings involving Borrower.

10.1.7. No Material Adverse Change. There shall not
have been any change since the date of the Initial Financial
Statements which has had or is reasonably likely to have a
Material Adverse Effect on Borrower.

10.1.8. Other Items. Lender shall have received such
other consents, approvals, opinions, certificates or
documents as it reasonably deems necessary.

10.2. Conditions to Subsequent Advances. Lender will have no
obligation to fund any Advance after the initial Advance unless:

10.2.1. Conditions to Initial Advances. All of the
conditions in Section 10.1 have been and remain satisfied.

10.2.2. Representations and Warranties. The
representations and warranties contained in the Loan
Documents shall be true and correct in all material respects
as of the time of such Advance and with the same force and
effect as if made at such time, with such exceptions as have
been disclosed to Lender in writing by Borrower as addenda
to the Disclosure Schedule and are satisfactory to Lender,
and except that with respect to the representations and
warranties made regarding financial data in Section 12.13,
such representations and warranties shall be deemed made
with respect to the most recent Financial Statements and
other financial data delivered by Borrower to Lender.

10.2.3. No Default. There shall be no Existing Default
and no Default or Event of Default will occur as a result of
the making of the Advance or Borrower's use of the proceeds
thereof.

10.2.4. No Material Adverse Change. Since the date of
the most recent prior Advance or issuance of a Letter of
Credit there shall not have been any change which has had or
is reasonably likely to have a Material Adverse Effect on
Borrower.

11. Conditions to Issuance of Letters of Credit. No Letter of Credit
will be issued unless as of the time of such issuance:

11.1. Reimbursement Agreement. Borrower shall have executed and
delivered to Lender a reimbursement agreement satisfactory to
Lender under which Borrower undertakes to reimburse to Lender on
demand the amount of each draw on such Letter of Credit, together
with interest from the date of the draw at the highest rate that
is then accruing on any Tranche of the Revolving Loan.

11.2. No Prohibitions. No order, judgment or decree of any
Governmental Authority shall exist which purports by its terms to
enjoin or restrain Lender from issuing such Letter of Credit, and
no Law or request or directive (whether or not having the force of
law) from any Governmental Authority with jurisdiction over Lender
shall exist which prohibits, or requests that Lender refrain from,
the issuance of letters of credit generally or such Letter of
Credit in particular, or imposes upon Lender with respect to such
Letter of Credit any restriction or reserve or capital requirement
(for which Lender is not otherwise compensable by Borrower
hereunder).

11.3. Conditions to Initial Advances. All of the conditions in
Section 10.1 have been and remain satisfied.

11.4. Representations and Warranties. The representations and
warranties contained in the Loan Documents shall be true and
correct in all material respects as of the time of the issuance of
such Letter of Credit and with the same force and effect as if
made at such time, with such exceptions as have been disclosed to
Lender in writing by Borrower as addenda to the Disclosure
Schedule and are satisfactory to Lender, and except that with
respect to the representations and warranties made regarding
financial data in Section 12.13, such representations and
warranties shall be deemed made with respect to the most recent
Financial Statements and other financial data delivered by
Borrower to Lender.

11.5. No Default. There shall be no Existing Default and no
Default or Event of Default will occur as a result of the issuance
of the Letter of Credit or Borrower's use thereof.

11.6. No Material Adverse Change. Since the date of the most
recent prior Advance or issuance of a Letter of Credit there shall
not have been any change which has had or is reasonably likely to
have a Material Adverse Effect on Borrower.

11.7. Cash Collateral. If the requested expiration date of the
Letter of Credit will be later than the Maturity Date, Borrower
will have provided cash collateral to Lender as provided in
Section 3.2.

12. Representations and Warranties. Except as otherwise described in
the disclosure schedule that is attached hereto as Exhibit 12 (the
"Disclosure Schedule"), Borrower represents and warrants to Lender as
follows:

12.1. Organization and Existence. Each Covered Person is duly
organized and existing in good standing under the laws of the
state of its organization, is duly qualified to do business and is
in good standing in every state where the nature or extent of its
business or properties require it to be qualified to do business,
except where the failure to so qualify will not have a Material
Adverse Effect on such Covered Person. Each Covered Person has
the power and authority to own its properties and carry on its
business as now being conducted.

12.2. Authorization. Each Covered Person is duly authorized to
execute and perform every Loan Document to which such Covered
Person is a party, and Borrower is duly authorized to borrow
hereunder, and this Agreement and the other Loan Documents have
been duly authorized by all requisite corporate action of each
Covered Person. No consent, approval or authorization of, or
declaration or filing with, any Governmental Authority, and no
consent of any other Person, is required in connection with
Borrower's execution, delivery or performance of this Agreement
and the other Loan Documents, except for those already duly
obtained.

12.3. Due Execution. Every Loan Document to which a Covered
Person is a party has been executed on behalf of such Covered
Person by a legally competent Person duly authorized to do so.

12.4. Enforceability of Obligations. Each of the Loan Documents
to which a Covered Person is a party constitutes the legal, valid
and binding obligation of such Covered Person, enforceable against
such Covered Person in accordance with its terms, except to the
extent that the enforceability thereof against such Covered Person
may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditors' rights generally
or by equitable principles of general application.

12.5. Burdensome Obligations. No Covered Person is a party to or
bound by any Contract or is subject to any provision in the
Charter Documents of such Covered Person which would, if performed
by such Covered Person, result in a Default or Event of Default
either immediately or upon the elapsing of time.

12.6. Legal Restraints. The execution of any Loan Document by a
Covered Person will not violate or constitute a default under the
Charter Documents of such Covered Person, any Material Agreement
of such Covered Person, or any Material Law, and will not, except
as expressly contemplated or permitted in this Agreement, result
in any Security Interest being imposed on any of such Covered
Person's property. The performance by any Covered Person of its
obligations under any Loan Document to which it is a party will
not violate or constitute a default under the Charter Documents of
such Covered Person, any Material Agreement of such Covered
Person, or any Material Law, and will not, except as expressly
contemplated or permitted in this Agreement, result in any
Security Interest being imposed on any of such Covered Person's
property.

12.7. Labor Contracts and Disputes. There is no collective
bargaining agreement or other labor contract covering employees of
a Covered Person. No union or other labor organization is seeking
to organize, or to be recognized as, a collective bargaining unit
of employees of a Covered Person. There is no pending or, to
Borrower's knowledge, threatened, strike, work stoppage, material
unfair labor practice claim or other material labor dispute
against or affecting any Covered Person or its employees.

12.8. No Material Proceedings. There are no Material Proceedings
pending or, to the best knowledge of Borrower, threatened.

12.9. Material Licenses. All Material Licenses have been obtained
or exist for each Covered Person.

12.10. Compliance with Material Laws. Each Covered Person is in
compliance with all Material Laws. Without limiting the
generality of the foregoing:

12.10.1. General Compliance with Environmental Laws. The
operations of every Covered Person comply in all material
respects with all applicable Environmental Laws.

12.10.2. General Compliance with Employment Laws. The
employee compensation practices of every Covered Person
comply in all material respects with all applicable
Employment Laws.

12.10.3. Proceedings. None of the operations of any
Covered Person are the subject of any judicial or
administrative complaint, order or proceeding alleging
the violation of any applicable Environmental Laws or
Employment Laws.

12.10.4. Investigations Regarding Hazardous Materials.
None of the operations of any Covered Person are the
subject of investigation by any Governmental Authority
regarding the improper transportation, storage, disposal,
generation or release into the environment of any
Hazardous Material, the results of which are reasonably
likely to have a Material Adverse Effect on such Covered
Person, or reduce materially the value of the Collateral.

12.10.5. Notices and Reports Regarding Hazardous
Materials. No notice or report under any Environmental
Law indicating a past or present spill or release into
the environment of any Hazardous Material has been filed
within the immediately preceding four fiscal years of
such Covered Person, or is required to be filed by any
Covered Person.

12.10.6. Environmental Notices and Permits. Borrower has
provided all notices and obtained all necessary
environmental permits and consents, if any, required in
order to perfect Lender's Security Interests in the
Collateral and to operate Borrower's business as
presently or proposed to be operated.

12.11. Other Names. No Covered Person has used any
name other than the full name which identifies such
Covered Person in this Agreement. The only trade name or
style under which a Covered Person sells Inventory or
creates Accounts, or to which instruments in payment of
Accounts are made payable, is the name which identifies
such Covered Person in this Agreement.

12.12. Solvency. Each Covered Person is Solvent.

12.13. Initial Financial Statements. The Financial Statements
of Borrower as of September 30, 1996, as delivered to Lender by
Borrower are complete and correct in all material respects, have
been prepared in accordance with GAAP, and fairly reflect the
financial condition, results of operations and cash flows of
Borrower as of the date and for the periods stated therein.

12.14. No Change in Condition. Since the date of the Initial
Financial Statements delivered to Lender, there has been no change
which is reasonably likely to have a Material Adverse Effect on
any Covered Person.

12.15. No Defaults. No Covered Person has breached or violated
or has defaulted under any Material Agreement, or has defaulted
with respect to any Material Obligation of such Covered Person.
There is no Existing Default.

12.16. Tax Liabilities; Governmental Charges. Each Covered
Person has filed or caused to be filed all tax reports and returns
required to be filed by it with any Governmental Authority,

except where extensions have been properly obtained or where
failure to file is not reasonably likely to have a Material
Adverse Effect on such Covered Person. Each Covered Person has
paid or made adequate provision for payment of all Taxes of such
Covered Person, except Taxes which are being diligently contested
in good faith by appropriate proceedings and as to which such
Covered Person has established adequate reserves in conformity
with GAAP. No Security Interests for any such Taxes has been
filed and no claims are being asserted with respect to any such
Taxes which, if adversely determined, would have a Material
Adverse Effect on such Covered Person. The period during which
any assessments may be made by the IRS with respect to any federal
income tax return of any Covered Person filed more than three
years before the Execution Date has expired without waiver or
extension. There are no material unresolved issues concerning any
liability of a Covered Person for any Taxes which, if adversely
determined, would have a Material Adverse Effect on any Covered
Person.

12.17. Pension Benefit Plans. All Pension Benefit Plans
maintained by each Covered Person or an ERISA Affiliate of such
Covered Person, if any, qualify under Section 401 of the Code and
are in compliance with the provisions of ERISA except with respect
to events or occurrences which do not have and are not reasonably
likely to have a Material Adverse Effect on such Covered Person.

12.17.1. Prohibited Transactions. None of such Pension
Benefit Plans has participated in, engaged in or been a
party to any non-exempt prohibited transaction as defined
in ERISA or the Code, and no officer, director or
employee of a Covered Person or of an ERISA Affiliate of
such Covered Person has committed a breach of any of the
responsibilities or obligations imposed upon fiduciaries
by Title I of ERISA.

12.17.2. Claims. Other than normal claims for benefits,
there are no claims, pending or threatened, involving any
such Pension Benefit Plan by a current or former employee
(or beneficiary thereof) of such Covered Person or ERISA
Affiliate of such Covered Person, nor is there any
reasonable basis to anticipate any claims involving any
such Pension Benefit Plan which would likely be
successfully maintained against such Covered Person or
ERISA Affiliate of such Covered Person.

12.17.3. Reporting and Disclosure Requirements. There
are no violations of any reporting or disclosure
requirements with respect to any such Pension Benefit
Plan and none of such Pension Benefit Plans has violated
any applicable Law, including ERISA and the Code.

12.17.4. Accumulated Funding Deficiency. No such Pension
Benefit Plan which is a defined benefit plan or money
purchase plan has (i) incurred an accumulated funding
deficiency (within the meaning of Section 412(a) of the
Code), whether or not waived; (ii) been a Pension Benefit
Plan with respect to which a Reportable Event (to the
extent that the reporting of such events to the PBGC
within thirty days of the occurrence has not been waived)
has occurred and is continuing; or (iii) been a Pension
Benefit Plan with respect to which there exist conditions
or events which have occurred that present a significant
risk of termination of such Pension Benefit Plan by the
PBGC.

12.17.5. Multi-employer Plan. All Multi-employer Plans
to which any Covered Person contributes or is obligated
to contribute are listed in item 12.17.5 of the
Disclosure Schedule. No Covered Person or ERISA
Affiliate of such Covered Person has received notice that
any such Multi-employer Plan is in reorganization or has
been

terminated within the meaning of Title IV of ERISA, and
no such Multi-employer Plan is reasonably expected to be
in reorganization or to be terminated within the meaning
of Title IV of ERISA.

12.18. Welfare Benefit Plans. No Covered Person or ERISA
Affiliate of a Covered Person maintains or participates in a
Welfare Benefit Plan that has a liability which, if enforced or
collected, would have a Material Adverse Effect on such Covered
Person. Each Covered Person and ERISA Affiliate of such Covered
Person has complied in all material respects with the applicable
requirements of Section 4980B of the Code pertaining to
continuation coverage as mandated by COBRA.

12.19. Retiree Benefits. No Covered Person or ERISA Affiliate
of such Covered Person has an obligation to provide any Person
with any medical, life insurance, or similar benefit following
such Person's retirement or termination of employment (or to such
Person's beneficiary subsequent to such Person's death) other than
(i) such benefits provided to Persons at such Person's sole
expense and (ii) obligations under COBRA.

12.20. Real Property. Borrower does not own any real property.
Item 12.20 of the Disclosure Schedule contains a correct and
complete list of all leases and subleases of real property by
Borrower, with Borrower identified for each as the lessee,
sublessee, lessor, or sublessor, as is the case, together with the
street addresses and a general description of the real property
involved and the names of the other parties to such leases and
subleases. Each of such leases and subleases is valid and
enforceable in accordance with its terms and is in full force and
effect, and no default by any party to any such lease or sublease
exists.

12.21. State of Collateral and other Property. Each Covered
Person has good and marketable or merchantable title to all real
and personal property purported to be owned by it or reflected in
the Initial Financial Statements, except for personal property
sold in the ordinary course of business after the date of the
Initial Financial Statements. There are no Security Interests on
any of the property purported to be owned by any Covered Person,
including the Collateral, except Permitted Security Interests.
Without limiting the generality of the foregoing:

12.21.1. Accounts. With respect to each Account
scheduled, listed or referred to in reports submitted by
Borrower to Lender pursuant to the Loan Documents, except
as disclosed therein: (i) the Account arose from a bona
fide transaction completed in accordance with the terms
of any documents pertaining to such transaction; (ii) the
Account is not evidenced by a judgment and there is no
material dispute respecting it; (iii) the amount of the
Account as shown on Borrower's books and records and all
invoices and statements which may be delivered to Lender
with respect thereto are actually and absolutely owing to
Borrower and are not in any way contingent; (iv) there
are no set-offs, counterclaims or disputes known to
Borrower or asserted against Borrower with respect to the
Account and Borrower has not made any agreement with any
Account Debtor for any deduction therefrom except a
discount or allowance allowed by Borrower in the ordinary
course of its business for prompt payment; (v) there are
no facts, events or occurrences which in any way impair
the validity or enforcement of the Account or tend to
reduce the amount payable thereunder as shown on
Borrower's books and records and all invoices and
statements delivered to Lender with respect thereto; (vi)
the Account is assignable; (vii) the Account arose in the
ordinary course of Borrower's business; (viii) the
Account Debtor with respect to the Account has the
capacity to contract; (ix) the services furnished and/or
goods sold giving rise to the Account are not

subject to any Security Interest except the first
priority, perfected Security Interest granted to Lender
and except the Permitted Security Interests; and (x)
there are no proceedings or actions which are threatened
or pending against the Account Debtor with respect to the
Account.

12.21.2. Equipment. With respect to the Borrower's
equipment: (i) Borrower has good and marketable title
thereto; (ii) none of such equipment is subject to any
Security Interests except for the first priority Security
Interest granted to Lender pursuant hereto and except for
Permitted Security Interests; and (iii) all such
equipment material to the conduct of Borrower's business
is in good operating condition and repair and is suitable
for the uses to which customarily put in the conduct of
Borrower's business.

12.21.3. Intellectual Property. (i) Item 12.21.3 of the
Disclosure Schedule contains a complete and correct list
of all of Borrower's Intellectual Property, (ii) Borrower
owns all right, title and interest in, under and to such
Intellectual Property, subject to no licenses or any
interest therein or other agreements relating thereto,
except for the applicable Collateral Assignment; (iii) no
Intellectual Property or grant of license by or to
Borrower is subject to any pending or, to Borrower's
knowledge, threatened challenge; (iv) to Borrower's
knowledge, Borrower has not committed any patent,
trademark, trade name, service ▇▇▇▇ or copyright
infringement, and the present conduct of Borrower's
business does not infringe any patents, trademarks, trade
name rights, service marks, copyrights, publication
rights, trade secrets or other proprietary rights of any
Person; and (v) there are no claims or demands of any
Person pertaining to, or any proceedings which are
pending or, to Borrower's knowledge, threatened, which
challenge Borrower's rights in respect of any proprietary
or confidential information or trade secrets used in the
conduct of Borrower's business.

12.21.4. Documents, Instruments and Chattel Paper. All
documents, instruments and chattel paper describing,
evidencing or constituting Collateral, and all signatures
and endorsements thereon, are complete, valid, and
genuine, and all goods evidenced by such documents,
instruments and chattel paper are owned by Borrower free
and clear of all Security Interests other than Permitted
Security Interests.

12.22. Chief Place of Business; Locations of Collateral. As of
the Execution Date,

12.22.1. the only chief executive office and the
principal places of business of Borrower are located at
the places listed and so identified in item 12.22.1 of
the Disclosure Schedule;

12.22.2. the books and records of Borrower, and all of
the Borrower's chattel paper and all records of Accounts,
are located only at the places listed and so identified
in item 12.22.2 of the Disclosure Schedule; and

12.22.3. all of the tangible Collateral (except the
Vessels) is located only at the places listed and so
identified in item 12.22.3 of the Disclosure Schedule.

12.23. Negative Pledges. No Covered Person is a party to or
bound by any Contract which prohibits the creation or existence of
any Security Interest upon or assignment or conveyance of any of
the Collateral.

12.24. Security Documents.

12.24.1. Ship Mortgages. The Ship Mortgages are
effective to grant to Lender a legal, valid and
enforceable ship mortgage lien on the Vessels. Upon
proper filing and payment of applicable filing fees and
taxes, if any, Lender will have a fully perfected first
priority ship mortgage lien on the Vessels subject only
to Permitted Security Interests that exist on the
Execution Date and affect the Vessels.

12.24.2. Security Agreements. Each Security Agreement is
effective to grant to Lender an enforceable Security
Interest in all rights, title and interest of Borrower in
the Personal Property Collateral described therein. Upon
appropriate filing (as to all Personal Property
Collateral in which a Security Interest may be perfected
under the applicable state's UCC by filing a financing
statement) or Lender's taking possession (as to items of
the Personal Property Collateral of which a secured party
must take possession in order to perfect a Security
Interest under the applicable state's UCC), Lender will
have a fully perfected first priority Security Interest
in the Personal Property Collateral described in each
Security Agreement, subject only to Permitted Security
Interests that exist on the Execution Date and affect
such Personal Property Collateral.

12.24.3. Collateral Assignments. Each Collateral
Assignment is effective to assign to Lender all of
Borrower's rights, title and interest in and to the
tangible and intangible property described therein,
subject only to Permitted Security Interests that exist
on the Execution Date and affect such property.

12.25. Subsidiaries and Affiliates. Borrower has no Affiliates
who are not individuals and has no Subsidiaries other than those
listed in item 12.25 of the Disclosure Schedule.

12.26. Margin Stock. Borrower is not engaged and will not
engage, principally or as one of its important activities, in the
business of extending credit for the purpose of purchasing or
carrying margin stock (within the meaning of Regulation U), and
none of the proceeds of any Advance will be used to purchase or
carry any such margin stock or to extend credit to others for the
purpose of purchasing or carrying any such margin stock or for any
purpose which violates, or which would be inconsistent with, the
provisions of Regulation U or Regulation G. None of the
transactions contemplated by any Acquisition Documents will
violate Regulations G, T, U or X of the FRB.

12.27. Securities Matters. No proceeds of any Advance will be
used to acquire any security in any transaction which is subject
to Sections 13 and 14 of the Securities Exchange Act of 1934, as
amended.

12.28. Investment Company Act, Etc. Borrower is not an
investment company registered or required to be registered under
the Investment Company Act of 1940, as amended, or a company
controlled (within the meaning of such Investment Company Act) by
such an investment company or an affiliated person of, or promoter
or principal underwriter for, an investment company, as such terms
are defined in the Investment Company Act of 1940, as amended.
Borrower is not subject to regulation under the Public Utility
Holding Company Act of 1935, the Federal Power Act, the Interstate
Commerce Act or any other Law limiting or regulating its ability
to incur Indebtedness for money borrowed.

12.29. No Material Misstatements or Omissions. Neither the Loan
Documents, nor any of the Financial Statements nor any statement,
list, certificate or other information furnished or to

be furnished by Borrower to Lender in connection with the Loan
Documents or any of the transactions contemplated thereby contains
or any untrue statement of a material fact, or omits to state a
material fact necessary to make the statements therein not
misleading. Borrower has disclosed to Lender everything regarding
the business, operations, property, financial condition, or
business prospects of itself and every Covered Person that would
be reasonably expected to have a Material Adverse Effect on any
Covered Person.

12.30. Filings. All registration statements, reports, proxy
statements and other documents, if any, required to be filed by
Borrower with the Securities and Exchange Commission pursuant to
the Securities Act of 1933, as amended, and the Securities
Exchange Act of 1934, as amended, have been filed, and such
filings are complete and accurate and contain no untrue statements
of material fact or omit to state any material facts required to
be stated therein or necessary in order to make the statements
therein not misleading.

12.31. Broker's Fees. No broker or finder is entitled to
compensation for services rendered with respect to the loan
transactions contemplated by this Agreement and the other Loan
Documents.

13. Survival of Representations. All representations and warranties
in Section 12, and all representations and warranties in any certificate
delivered by Borrower pursuant hereto, shall survive execution of each
of the Loan Documents and the making of every Advance, and may be relied
upon by Lender as being true and correct as of the date when made or
deemed made or reaffirmed until all of the Loan Obligations are fully
and irrevocably paid as contemplated in Section 8.3.

14. Affirmative Covenants. Borrower covenants and agrees that, so
long as any of the Commitments remains in effect or any of the Loan
Obligations are owing to Lender by Borrower, Borrower shall do, or cause
to be done, and shall cause each Covered Person to do, the following:

14.1. Use of Proceeds. All proceeds of the Loan shall be used
for permitted Investments, Capital Expenditures related to
Borrower's business (including acquisition of the vessels Clipper
Adventurer and Oceanic Odyssey), working capital and general
corporate purposes.

14.2. Corporate Existence. Each Covered Person shall maintain
its existence in good standing and shall maintain in good standing
its right to transact business in those states in which it is now
or hereafter doing business, except where the failure to so
qualify is not reasonably likely to have a Material Adverse Effect
on such Covered Person. Each Covered Person shall obtain and
maintain all Material Licenses for such Covered Person.

14.3. Maintenance of Property and Leases. Each Covered Person
shall maintain in good condition and working order, and repair and
replace as required, all buildings, equipment, machinery, fixtures
and other real and personal property whose useful economic life
has not elapsed and which is necessary for the ordinary conduct of
the business of such Covered Person. Each Covered Person shall
maintain in good standing and free of defaults all of its leases
of buildings, equipment, machinery, fixtures and other real and
personal property whose useful economic life has not elapsed and
which is necessary for the ordinary conduct of the business of
such Covered Person. Borrower shall not permit any of its
equipment or other property to become a fixture to real property
or an accession to other personal property unless Lender has a
valid, perfected and first priority Security Interest in such
real or personal property. Borrower shall not, without Lender's
prior written consent, alter or remove any identifying symbol or
number on its equipment.

14.4. Insurance. Each Covered Person shall at all times keep
insured or cause to be kept insured, in insurance companies having
a rating of at least "A" by Best's Rating Service, all property
owned by it of a character usually insured by others carrying on
businesses similar to that of such Covered Person in such manner
and to such extent and covering such risks as such properties are
usually insured. Each Covered Person shall at all times carry
insurance, in insurance companies having a rating of at least "A"
by Best's Rating Service, against liability on account of damage
to persons or property (including product liability insurance and
insurance required under all applicable workers' compensation
laws) and covering all other liabilities common to such Covered
Person's business, in such manner and to such extent as such
coverage is usually carried by others conducting businesses
similar to that of such Covered Person. All policies of liability
insurance maintained hereunder shall name Lender as an additional
insured; all fire and casualty policies of insurance maintained
hereunder shall reflect Lender's interest therein as mortgagees
under a standard New York or Union mortgagee clause. Lender is
authorized, but not obligated, as the attorney-in-fact for
Borrower (i) if there is no Existing Default, with Borrower's
consent (which consent shall not be unreasonably withheld), and if
there is an Existing Default, without Borrower's consent, to
adjust and compromise proceeds payable under such policies of
insurance, (ii) to collect, receive and give receipts for such
proceeds in the name of Borrower, and (iii) to endorse Borrower's
name upon any instrument in payment thereof. Such power granted
to Lender shall be deemed coupled with an interest and shall be
irrevocable. All policies of insurance maintained hereunder shall
contain a clause providing that such policies may not be canceled,
reduced in coverage or otherwise modified without 30 days prior
written notice to Lender. Borrower shall upon request of Lender
at any time furnish to Lender updated evidence of insurance (in
the form required as a condition to Lender's lending hereunder)
for such insurance.

14.5. Payment of Taxes and Other Obligations. Each Covered
Person shall promptly pay and discharge or cause to be paid and
discharged, as and when due (including any extensions thereof),
all Taxes lawfully assessed or imposed upon it, and all Taxes
lawfully assessed upon any of the Collateral or its other
property, or upon the income or profits therefrom, and all claims
of materialmen, mechanics, carriers, warehousemen, landlords and
other like Persons for labor, materials, supplies, storage or
other items or services which if unpaid might be or become a
Security Interest or charge upon any of the Collateral or its
other property; provided, however, that a Covered Person may
diligently contest in good faith by appropriate proceedings the
validity of any such Taxes if Borrower has established adequate
reserves therefor in conformity with GAAP on the books of such
Covered Person, and no Security Interest, other than a Permitted
Security Interest, results from such non-payment.

14.6. Compliance With Laws. Each Covered Person shall comply
with all Material Laws. Without limiting the generality of the
foregoing:

14.6.1. Environmental Laws. Each Covered Person shall
comply and shall use commercially reasonable efforts to
ensure compliance by all tenants, subtenants and other
occupants of the Real Property Collateral, if any, with
all Environmental Laws whose violation has or is
reasonably likely to have a Material Adverse Affect on
Borrower or such Covered Person.

14.6.2. Pension Benefit Plans. Each Covered Person and
each ERISA Affiliate of such Covered Person shall at all
times make prompt payments or contributions to meet the
minimum funding standards under ERISA and the Code with
respect to any Pension Benefit Plan maintained by such
Covered Person or ERISA Affiliate of such Covered

Person, and shall comply with all reporting and
disclosure requirements and all provisions of the Code
and ERISA applicable to any Pension Benefit Plan
maintained by such Covered Person or ERISA Affiliate of
such Covered Person if non-compliance therewith has or is
reasonably likely to have a Material Adverse Affect on
Borrower or such Covered Person.

14.6.3. Employment Laws. Each Covered Person shall
comply with all requirements of all Employment Laws
applicable to such Covered Person whose violation has or
is reasonably likely to have a Material Adverse Affect on
Borrower or such Covered Person.

14.7. Termination of Pension Benefit Plan. No Covered Person
or ERISA Affiliate of such Covered Person shall terminate or amend
any Pension Benefit Plan maintained by such Covered Person or
ERISA Affiliate of such Covered Person if such termination or
amendment would result in any liability to such Covered Person or
ERISA Affiliate of such Covered Person under ERISA or any increase
in current liability for the plan year for which such Covered
Person or ERISA Affiliate of such Covered Person is required to
provide security to such Pension Benefit Plan under the Code.

14.8. Notice to Lender of Material Events. Borrower shall,
promptly upon any Responsible Officer of Borrower obtaining
knowledge or notice thereof, give notice to Lender (together with
copies, if applicable) of (i) any breach of any of the covenants
in Section 14, 15, or 16; (ii) any Default or Event of Default;
(iii) the commencement of any Material Proceeding; and (iv) any
material loss of or material damage to any of the Collateral or
any material part of the other assets of a Covered Person or the
commencement of any proceeding for the condemnation or other
taking of any of the Collateral or any material part of the other
assets of a Covered Person, if Insurance/Condemnation Proceeds are
likely to be payable as a consequence of such loss, damage or
proceeding, or if such loss, damage or proceeding is reasonably
likely to have a Material Adverse Effect on such Covered Person.
In addition,

14.8.1. Borrower shall furnish to Lender from time to
time all information which Lender requests with respect
to the status of any Material Proceeding.

14.8.2. Borrower shall furnish to Lender from time to
time all information which Lender requests with respect
to any Pension Benefit Plan established by a Covered
Person or ERISA Affiliate of such Covered Person.

14.8.3. Borrower shall deliver notice to Lender of the
establishment of any Pension Benefit Plan by a Covered
Person or an ERISA Affiliate of such Covered Person.

14.8.4. Borrower shall promptly inform Lender of its
receipt of, and deliver to Lender a copy of, any
(i) notice that any violation of any Environmental Law or
Employment Law may have been committed or is about to be
committed by any Covered Person, (ii) notice that any
administrative or judicial complaint or order has been
filed or is about to be filed against any Covered Person
alleging violations of any Environmental Law or
Employment Law or requiring such Covered Person to take
any action in connection with the release of any
Hazardous Material into the environment, (iii) notice
from a Governmental Authority or private Person alleging
that a Covered Person may be liable or responsible for
costs associated with a response to or cleanup of a
release of Hazardous Material into the environment or any
damages caused thereby, (iv) notice that

a Covered Person is subject to federal, state or local
investigation regarding the improper transportation,
storage, disposal, generation or release into the
environment of any Hazardous Material, or (v) notice that
any properties or assets of a Covered Person are subject
to a Security Interest in favor of any Governmental
Authority for any liability under any Environmental Law
or damages arising from or costs incurred by such
Governmental Authority in response to a release of
Hazardous Material into the environment.

14.8.5. Borrower shall deliver to Lender notice of the
following events promptly after they occur: (i) the
failure of any Covered Person or ERISA Affiliate of such
Covered Person to make any required installment or any
other required payment to any Pension Benefit Plan in
sufficient amount to comply with ERISA and the Code on or
before the due date for such installment or payment;
(ii) the occurrence of any Reportable Event, or a
prohibited transaction or accumulated funding deficiency
(as those terms are defined in ERISA), with respect to
any Pension Benefit Plan maintained or contributed to by
a Covered Person or ERISA Affiliate of such Covered
Person; (iii) receipt by a Covered Person or ERISA
Affiliate of such Covered Person of any notice from a
Multi-employer Plan regarding the imposition of
withdrawal liability; and (iv) receipt by a Covered
Person or ERISA Affiliate of such Covered Person of any
notice of the institution, or a Covered Person's
expectancy of the institution, of any proceeding or
receipt by such Covered Person or ERISA Affiliate of such
Covered Person of any notice of the taking, or such
Covered Person's expectancy of the taking, of any other
action which may result in the termination of any Pension
Benefit Plan maintained or contributed to by such Covered
Person or ERISA Affiliate of such Covered Person, or the
withdrawal or partial withdrawal by a Covered Person or
ERISA Affiliate of such Covered Person from any Pension
Benefit Plan, and the filing or receipt by a Covered
Person or ERISA Affiliate of such Covered Person of any
such notice and filing or receipt of all subsequent
reports or notices under ERISA with or from the IRS, the
PBGC, or the DOL relating to the same; and, in addition
to such notice, deliver to Lender a certificate of a
Responsible Officer of Borrower, setting forth details as
to such events and the action that the affected Covered
Person or ERISA Affiliate of such Covered Person proposes
to take with respect thereto. For purposes of this
Section, a Covered Person and any ERISA Affiliate of such
Covered Person shall be deemed to know all facts known by
the administrator of any Plan of which such Covered
Person or any ERISA Affiliate of such Covered Person is
the plan sponsor.

14.8.6. Borrower shall promptly deliver to Lender
notice of any default or event of default, or the
occurrence of any event which would with the passage of
time, giving of notice or otherwise, constitute a default
or event of default with respect to any of the Permitted
Indebtedness.

14.8.7. Borrower shall promptly deliver notice to
Lender of the assertion by the holder of any securities
of a Covered Person or any Indebtedness of a Covered
Person in an outstanding principal amount in excess of
$250,000 that a default exists with respect thereto or
that such Covered Person is not in compliance with the
terms thereof, or of the threat or commencement by such
holder of any enforcement action because of such asserted
default or noncompliance.

14.8.8. Borrower shall, promptly after becoming aware
thereof, deliver notice to Lender of any pending or
threatened strike, work stoppage, material unfair labor
practice claim or other material labor dispute affecting
a Covered Person.

14.8.9. Borrower shall promptly deliver notice to
Lender of any change in the name, state of incorporation,
or form of organization of any Covered Person, or the
trade names or styles under which a Covered Person will
sell Inventory or create Accounts, or to which
instruments in payment of Accounts may be made payable,
at least 30 days prior to such change.

14.8.10. Borrower shall, promptly after becoming aware
thereof, deliver notice to Lender of any event that has
had or is reasonably likely to have a Material Adverse
Effect on any Covered Person.

14.8.11. Borrower shall, promptly after becoming aware
thereof, deliver notice to Lender of an actual, alleged,
or potential violation of any Material Law applicable to
a Covered Person or any of the Collateral or any material
part of other property of a Covered Person.

14.8.12. Borrower shall notify Lender promptly in
writing of any fact or condition of which Borrower is
aware which materially reduces the value of the
Collateral as a whole or reduces the value of any
material item of the Collateral, together with the amount
of such reduction. Borrower shall provide such
additional information to Lender regarding such fact,
condition or reduction as Lender may request from time to
time.

14.9. Borrowing Officer. Borrower's shall keep on file with
Lender at all times an appropriate instrument naming each
Borrowing Officer. Until a contrary designation is filed with
Lender, the officer who has executed this Agreement shall be
deemed to be a Borrowing Officer.

14.10. Maintenance of Security Interests of Security
Documents.

14.10.1. Preservation and Perfection of Security
Interests. Borrower shall promptly, upon the reasonable
request of Lender and at Borrower's expense, execute,
acknowledge and deliver, or cause the execution,
acknowledgment and delivery of, and thereafter file or
record in the appropriate governmental office, any
document or instrument supplementing or confirming the
Security Documents or otherwise deemed necessary by
Lender to create, preserve or perfect any Security
Interest purported to be created by the Security
Documents or to fully consummate the transactions
contemplated by the Loan Documents. The foregoing
actions by Borrower shall include (i) filing financing or
continuation statements, and amendments thereof, in form
and substance satisfactory to Lender; (ii) delivering to
Lender the original certificates of title for motor
vehicles, or applications therefor duly executed, with
Lender's Security Interest properly shown thereon; (iii)
delivering to Lender the originals of all instruments,
documents and chattel paper, and all other Collateral of
which Lender determines it should have physical
possession in order to perfect and protect Lender's
Security Interest therein, duly endorsed or assigned to
Lender without restriction; (iv) delivering to Lender
warehouse receipts covering any portion of the Collateral
located in warehouses and for which warehouse receipts
are issued; (v) transferring Inventory to warehouses
designated by Lender; (vi) delivering to Lender all
letters of credit on which Borrower is named

beneficiary; (vii) placing a durable notice of the
existence of Lender's Security Interest, satisfactory to
Lender, upon such items of the Collateral as are
designated by Lender; and (viii) placing a notice of the
existence of Lender's Security Interest , acceptable to
Lender, upon those writings evidencing the Collateral and
the books and records of Borrower pertaining to the
Collateral, as designated by Lender.

14.10.2. Collateral Held Off Borrower's Premises. If at
any time any Personal Property Collateral is located on
any premises that are not owned by the owner of such
Personal Property Collateral, then Borrower shall obtain
written waivers, in form and substance satisfactory to
Lender, of all present and future Security Interests to
which the owner or lessor or any mortgagee of such
premises may be entitled to assert against the Personal
Property Collateral. If any Personal Property Collateral
is at any time in the possession or control of a
warehouseman, bailee or any of Borrower's agents, then
Borrower shall notify Lender thereof and shall notify
such Person of Lender's Security Interest in such
Personal Property Collateral and, upon Lender's request,
instruct such Person to hold all such Personal Property
Collateral for Lender's account subject to Lender's
instructions.

14.10.3. Compliance With Terms of Security Documents.
Borrower shall comply with all of the terms, conditions
and covenants in the Security Documents to which Borrower
is a party.

14.11. Accounting System. Each Covered Person shall maintain a
system of accounting established and administered in accordance
with GAAP. Without limiting the generality of the foregoing, each
Covered Person shall maintain a record of Accounts at its
principal place of business that itemize each Account of such
Covered Person and describe the names and addresses of the Account
Debtors on such Accounts, all relevant invoice numbers, invoice
dates, and shipping dates, and the due dates, collection
histories, and aging of such Accounts.

14.12. Financial Statements. Borrower shall deliver to
Lender:

14.12.1. Annual Financial Statements. Within 90 days
after the close of each fiscal year of Borrower, year-end
consolidated and consolidating Financial Statements of
Borrower and its Subsidiaries, containing an audit report
without qualification by an independent certified public
accounting firm selected by Borrower and satisfactory to
Lender, and in each case accompanied by (a) a Compliance
Certificate of the Chief Financial Officer of Borrower,
(b) a certificate of the independent certified public
accounting firm that examined such Financial Statements
to the effect that they have reviewed and are familiar
with this Agreement and that, in examining such Financial
Statements, they did not become aware of any fact or
condition which then constituted a Default or Event of
Default, except for those, if any, described in
reasonable detail in such certificate, (c) the management
letter and report on internal controls delivered by such
independent certified public accounting firm in
connection with their audit, and (d) if requested by
Lender, any summary prepared by such independent
certified public accounting firm of the adjustments
proposed by the members of its audit team.

14.12.2. Quarterly Financial Statements. Within 45 days
after the end of each fiscal quarter of Borrower,
unaudited consolidated and consolidating Financial
Statements of Borrower and its Subsidiaries for the
quarters not covered by the latest year-end

Financial Statements, in each case in a form satisfactory
to Lender and accompanied by a Compliance Certificate of
the Chief Financial Officer of Borrower.

Each Compliance Certificate shall be in the form of
Exhibit 14.12, shall contain detailed calculations of the
financial measurements referred to in Section 16 for the
relevant periods, and shall contain statements by the
signing officer to the effect that, except as explained
in reasonable detail in such Compliance Certificate, (i)
the attached Financial Statements are complete and
correct in all material respects (subject, in the case of
Financial Statements other than annual, to normal year-
end audit adjustments) and have been prepared in
accordance with GAAP applied consistently throughout the
periods covered thereby and with prior periods (except as
disclosed therein), (ii) all of the representations and
warranties of Borrower contained in this Agreement and
other Loan Documents are true and correct as of the date
such certification is given as if made on such date, and
(iii) there is no Existing Default. If any Compliance
Certificate delivered to Lender discloses that a
representation or warranty is not true and correct, or
that a Default or Event of Default has occurred that has
not been waived in writing by Lender, such Compliance
Certificate shall state what action Borrower has taken or
proposes to take with respect thereto.

14.12.3. Additional. Upon the request of Lender, such
additional information about the business, operations,
revenues, financial condition, property, or business
prospects of Borrower as Lender may, from time to time,
reasonably request.

14.13. Annual Forecasts; Five Year Plans. Within the first 60
days of each fiscal year of Borrower, forecasted balance sheets,
statements of income and expense, and statements of cash flows for
Borrower as of the end of and for each quarter of such fiscal
year, in such reasonable detail as Lender may require; and within
the first 180 days of each fiscal year of Borrower, an updated
five-year forecast of balance sheets, statements of income and
expense, and statements of cash flows for Borrower as of the end
of and for each fiscal ended in such five year period.

14.14. Audits by Lender. Lender or Persons authorized by and
acting on behalf of Lender may at any time and from time to time
during normal business hours audit the books and records, and
inspect any of the property, of each Covered Person from time to
time upon reasonable notice to such Covered Person, and in the
course thereof may make copies or abstracts of such books and
records and discuss the affairs, finances and books and records of
such Covered Person with its accountants, officers and employees.
Each Covered Person shall cooperate with Lender and such Persons
in the conduct of such audits and shall deliver to Lender any
instrument necessary for Lender to obtain records from any service
bureau maintaining records for such Covered Person. If an Event
of Default has occurred that has not been waived by Lender,
Borrower shall reimburse Lender for all costs and expenses
actually incurred by it in conducting each audit.

14.15. Access to Officers and Auditors. Each Covered Person
shall permit any Lender and Persons authorized by Lender to
discuss the affairs, finances and accounts of such Covered Person
with its officers and independent auditors as often as Lender may
reasonably request, and such Covered Person shall direct such
officers and independent auditors to cooperate with Lender and
make full disclosure to Lender of those matters that they may deem
relevant to the continuing ability of Borrower timely to pay and
perform the Loan Obligations. Lender agrees that it will not
disclose to third Persons any information that it obtains about
Borrower or its operations or finances that are designated by
Borrower in writing as confidential or that Borrower has advised
Lender in writing constitutes non-public information. Lender may,

however, disclose such information to all of their respective
officers, attorneys, auditors, accountants, bank examiners, agents
and representatives who have a need to know such information in
connection with the administration, interpretation or enforcement
of the Loan Documents or the lending and collection activity
contemplated therein or to the extent required by Law or a
Governmental Authority. Lender shall advise such persons that
such information is to be treated as confidential. Lender may
also disclose such information in any documents that it files in
any legal proceeding to pursue, enforce or preserve its rights
under the Loan Documents to the extent that Lender's counsel
advises in writing that such disclosure is reasonably necessary in
connection with such proceedings. Lender's non-disclosure
obligation shall not apply to any information that (i) is
disclosed to Lender by a third Person not affiliated with or
employed by Borrower who does not have a commensurate duty of non-
disclosure, or (ii) becomes publicly known other than as a result
of disclosure by Lender.

14.16. Appraisals. At any time, but not more often than once
each calendar year, Lender may have all or any part of the
Collateral appraised by an appraiser chosen solely by Lender. If
there is an Existing Default, Borrower shall pay or reimburse to
Lender all costs of the appraisal.

14.17. Further Assurances. Borrower shall execute and deliver,
or cause to be executed and delivered, to Lender such documents
and agreements, and shall take or cause to be taken such actions,
as Lender may from time to time request to carry out the terms and
conditions of this Agreement and the other Loan Documents.

15. Negative Covenants. Borrower covenants and agrees that, while any
of the Commitments remains in effect or any of the Loan Obligations are
owing to Lender by Borrower or any of the Letters of Credit are
outstanding, Borrower shall not, directly or indirectly, do any of the
following, or permit any Covered Person to do any of the following,
without the prior written consent of Lender:

15.1. Investments. Make any Investments in any other Person
except the following:

15.1.1. Investments in (i) interest-bearing United
States government obligations; (ii) certificates of
deposit issued by any Lender; (iii) certificates of
deposit issued by and time deposits with any commercial
bank chartered under the laws of the United States or any
state thereof having capital and surplus of not less than
$500,000,000; (iv) prime commercial paper rated A1 or
better by Standard and Poor's Corporation or Prime P1 or
better by ▇▇▇▇▇'▇ Investor Service, Inc.; or (v)
agreements involving the sale to Borrower of United
States government securities and their guarantied
repurchase the next Business Day by a Qualified Financial
Institution.

15.1.2. The holding by Borrower of the outstanding
stock of Clipper Cruise Line, Inc., Republic Cruise Line,
Inc., Liberty Cruise Line, Inc., Clipper Adventure
Cruises, Inc., Clipper Adventurer Ltd., Clipper Odyssey,
Ltd. and Borrower's other Subsidiaries that are
Guarantors.

15.1.3. Accounts arising in the ordinary course of
business and payable in accordance with Borrower's
customary trade terms.

15.1.4. The purchase by Borrower of its common stock
in the open market pursuant to the plan therefor
heretofore adopted by the Board of Directors of Borrower.

15.1.5. Other Investments, including but not limited
to acquiring stock or other equity interests, or interest
convertible into equity, of another Person, not exceeding
$1,000,000 in the aggregate.

15.2. Indebtedness. Create, incur, assume, or allow to exist
any Indebtedness of any kind or description, except the following:

15.2.1. Indebtedness to trade creditors incurred in
the ordinary course of business, to the extent that it is
not overdue past the original due date by more than 90
days.

15.2.2. The Loan Obligations.

15.2.3. Indebtedness secured by Permitted Security
Interests.

15.2.4. Indebtedness to the seller of the vessel
Oceanic Odyssey to the extent it does not exceed
$5,500,000 initially and is payable in full before
December 31, 1999.

15.3. Indirect Obligations. Create, incur, assume or allow to
exist any Indirect Obligations except a guaranty by Borrower of
the Indebtedness permitted in Section 15.2.4.

15.4. Security Interests. Create, incur, assume or allow to
exist any Security Interest upon all or any part of its property,
real or personal, now owned or hereafter acquired, except the
following:

15.4.1. Security Interests for taxes, assessments or
governmental charges not delinquent or being diligently
contested in good faith and by appropriate proceedings
and for which adequate book reserves in accordance with
GAAP are maintained.

15.4.2. Security Interests arising out of deposits in
connection with workers' compensation insurance,
unemployment insurance, old age pensions, or other social
security or retirement benefits legislation.

15.4.3. Deposits or pledges to secure bids, tenders,
contracts (other than contracts for the payment of
money), leases, statutory obligations, surety and appeal
bonds, and other obligations of like nature arising in
the ordinary course of business.

15.4.4. Security Interests imposed by any Law, such as
mechanics', workmen's, materialmen's, landlords',
carriers', or other like Security Interests arising in
the ordinary course of business which secure payment of
obligations which are not past due or which are being
diligently contested in good faith by appropriate
proceedings and for which adequate book reserves in
accordance with GAAP are maintained.

15.4.5. Purchase money Security Interests securing
payment of the purchase price of capital assets acquired
by Borrower after the Execution Date in an amount not to
exceed $500,000 in the aggregate during any fiscal year
of Borrower and $1,500,000 in the aggregate.

15.4.6. Security Interests in favor of Lender.

15.4.7. Security Interests existing on the Execution
Date that are disclosed in item 12.21 of the Disclosure
Schedule and are satisfactory to Lender.

15.5. Prepayments. Voluntarily prepay any Indebtedness other
than (a) the Loan Obligations in accordance with the terms of the
Loan Documents, and (b) trade payables in the ordinary course of
business.

15.6. Disposal of Assets. Sell, transfer, exchange, lease,
loan or otherwise dispose of any of its assets to any Person,
including other Covered Persons, except (a) sales of Inventory in
the ordinary course of business, (b) such sales, transfers,
exchanges, leases, loans or dispositions to or with Covered
Persons that are Guarantors, (c) payments under bareboat charters
to Covered Persons who are not Guarantors to the extent the
aggregate of such payments in any fiscal year to any one such
Covered Person do not exceed the expenses of such Covered Person
as accrued under GAAP, including depreciation, (d) transfers or
loans of funds to the applicable Covered Person to the extent
required to enable such Covered Person to pay the Indebtedness
permitted under Section 15.2.4 and interest accrued thereon, and
(e) transfers and loans of funds to a Covered Person that is not a
Guarantor to the extent such funds will be contemporaneously
expended for the refurbishing or rebuilding of a Vessel, including
deposits and prepayments in respect thereof, and such expenditures
are Capital Expenditures. Notwithstanding the foregoing, Borrower
may (i) if it acquires the vessel Oceanic Odyssey, immediately
lease or charter such vessel back to its seller for a term not to
exceed one year for a rental or charter fee satisfactory to
Lender, (ii) sell, transfer or otherwise dispose of obsolete or
unusable equipment, provided that if the aggregate fair market
value of all such equipment sold, transferred or otherwise
disposed of in a single transaction or related series of
transactions is greater than $500,000, then Borrower shall deliver
or cause to be delivered all of the net cash proceeds of any such
sale, transfer or other disposition to Lender as a prepayment of
the Revolving Loan and payment of interest accrued under Section
7.1, without regard to the minimum prepayment amount, notice
provisions or prohibition on prepayments of LIBOR Tranches in
Section 7.1. Each such prepayment will be applied by Lender first
to reduce pro rata all the Tranches of the Revolving Loan that are
Alternate Base Rate Tranches, and then to reduce (in the order of
the maturities of their respective Interest Periods) the Tranches
of the Revolving Loan that are LIBOR Tranches.

15.7. Transactions With Affiliates. Enter into or be a party
to any transaction or arrangement, including the purchase, sale or
exchange of property of any kind or the rendering of any service,
with any Affiliate, or make any loans or advances to any
Affiliate, except for the transactions contemplated in the
Acquisition Agreement. If there is no Existing Default, however,
Borrower may engage in the such transactions in the ordinary
course of business and pursuant to the reasonable requirements of
its business and on fair and reasonable terms substantially as
favorable to it as those which it could obtain in a comparable
arm's-length transaction with a non-Affiliate.

15.8. No Breach of Material Agreements. Breach, violate, or be
in default under any Material Agreement.

15.9. Conflicting Agreements. Enter into any agreement, that
would, if fully complied with by it, result in a Default or Event
of Default either immediately or upon the elapsing of time.

15.10. Fiscal Year. Change its fiscal year.

15.11. Transactions Having a Material Adverse Effect. Enter
into any transaction which at the time has or is reasonably likely
to have a Material Adverse Effect on Borrower.

16. Financial Covenants.

16.1. Special Definitions. As used in this Section 16 and
elsewhere in this Agreement, the following capitalized terms have
the following meanings:

"EBITDA" means, for any period of calculation, an amount equal to
the sum of (i) net income, (ii) federal, state and local income
tax expense, (iii) interest expense, (iv) depreciation and
amortization expense, (v) losses on the sale or other disposition
of assets, and (vi) extraordinary losses, minus (a) gains on the
sale or other disposition of assets, and (b) extraordinary gains,
all as accrued in such period.

"Fixed Charges" means, for any period of calculation, an amount
equal to the sum of (i) interest expense accrued in such period,
(ii) federal, state and local income tax accrued in such period,
(iii) all principal payments on the Revolving Loan required to be
made as provided in Section 7.2, (iv) Capital Expenditures made
during such period (excluding Capital Expenditures that Borrower
is permitted to make under the proviso in Section 16.6 and (v)
dividends paid in such period.

"Funded Debt" means, at any date, the sum of, without duplication,
(i) the amount of all notes payable in one year or less, (ii) the
amount of the Indebtedness permitted under Section 15.2.4, (iii)
the principal of all Indebtedness for borrowed money, including
current maturities thereof, (iii) the unamortized capitalized
amount of all Capital Leases and (iv) the amount of all Surety
Obligations, all as of such date.

"Surety Obligations" means the original amount of all outstanding
standby and documentary letters of credit as to which Borrower is
the account party, the face amount of all banker's acceptances
with respect to which Borrower is obligated, and the original
amount of all bank guaranties, surety bonds and similar
instruments with respect to which Borrower is obligated.

"Tangible Assets" means, at any date, all assets as determined in
accordance with GAAP except: (a) deferred assets; (b) patents,
copyrights, trademarks, trade names, franchises, goodwill, and
other similar intangibles; (d) unamortized debt discount and
expense; and (e) fixed assets to the extent of any write-up in the
book value thereof resulting from a revaluation.

"Tangible Net Worth" means, at any date: (a) the book value (net
of depreciation, obsolescence, amortization, valuation and other
proper reserves determined in accordance with GAAP) at which
Tangible Assets would be shown on a balance sheet at such date
prepared in accordance with GAAP; less (b) the amount at which all
liabilities (including reserves for contingencies and other
potential liabilities) would be shown on such balance sheet in
accordance with GAAP.

16.2. Minimum Fixed Charge Coverage. The ratio of (i)
Borrower's EBITDA to (ii) Fixed Charges, calculated at the end of
each fiscal quarter of Borrower for the four fiscal quarters then
ended, shall not be less than 1.00 to 1.00.

16.3. Minimum Tangible Net Worth. Borrower's Tangible Net
Worth as of the end of each fiscal quarter of Borrower ended after
the Effective Date shall at no time be less than the lesser of (i)
$5,500,000 or (ii) an amount equal to $4,300,000 plus 25% of the
sum of all net income (but not any net loss) of Borrower for every
fiscal quarter ended after the Effective Date

16.4. Maximum Funded Debt to EBITDA Ratio. The ratio of
Borrower's Funded Debt as of the end of any fiscal quarter of
Borrower to Borrower's EBITDA for the four fiscal quarters then
ended shall not be greater than 3.00 to 1.00.

16.5. Minimum EBITDA. Borrower's EBITDA for any four
consecutive fiscal quarters shall not be less than $10,000,000.

16.6. Capital Expenditures. Borrower shall not make Capital
Expenditures that in the aggregate exceed $3,500,000 in any one
fiscal year of Borrower; provided, however, that, in addition to
the Capital Expenditures permitted in the prior clause of this
sentence, (i) Borrower may make Capital Expenditures prior to
January 1, 1999, that total not more than $20,500,000 for
acquiring and refitting the vessel Clipper Adventurer, and (ii)
Borrower may make Capital Expenditures prior to January 1, 2000,
that total not more than $20,000,000 for acquiring and refitting
the vessel Oceanic Odyssey.

16.7. Capital Leases. Borrower shall not be obligated as
lessee under any Capital Leases except Capital Leases for capital
assets whose aggregate cost if purchased would not have exceeded
$3,000,000 in the aggregate.

17. Default.

17.1. Events of Default. Any one or more of the following
shall constitute an Event of Default:

17.1.1. Failure to Pay Principal or Interest. Failure
by Borrower to make any principal or interest payment on
the Revolving Loan when due under the Loan Documents.

17.1.2. Failure to Pay Other Amounts Owed to
Lender. Failure of Borrower to pay any of the Loan
Obligations (other than principal or interest on the
Revolving Loan) or any other amount owed to Lender within
five days after notice from Lender that the same is due.

17.1.3. Failure to Pay Amounts Owed to Other
Persons. Failure of Borrower to make any payments
aggregating $250,000 or more that are due on Indebtedness
of Borrower to any Persons other than Lender which
continue unwaived beyond any applicable grace periods
specified in the documents evidencing such Indebtedness.

17.1.4. Acceleration of Other Indebtedness. Any
Obligation of Borrower (other than the Loan Obligations)
for the payment of borrowed money in an amount over
$250,000 becomes or is declared to be due and payable or
required to be prepaid (other than by a regularly
scheduled payment or prepayment) prior to the original
maturity thereof as a consequence of a default with
respect thereto by Borrower.

17.1.5. Representations or Warranties. Any
representation or warranty made or deemed made by
Borrower to Lender under any of the Loan Documents is
discovered to have been false in any material respect
when made.

17.1.6. Certain Covenants. Failure of Borrower to
comply with the covenants in Section 14.8, 14.12, or
14.15.

17.1.7. Financial Covenants. Violation of any of the
covenants in Section 16.

17.1.8. Other Covenants. Failure of Borrower to comply
with any of the provisions of any of the Loan Documents
that are applicable to it (other than a failure which

constitutes an Event of Default under any of Sections
17.1.1 through 17.1.6) which is not remedied or waived in
writing by Lender within 30 days after notice thereof
from Lender to Borrower.

17.1.9. Default Under Other Agreements. The occurrence
of any default or event of default under any agreement to
which Borrower is a party which continues unwaived beyond
any applicable grace period provided therein and either
(i) involves Obligations of Borrower greater than
$250,000 or (ii) has or is reasonably likely to have a
Material Adverse Effect on Borrower.

17.1.10. Bankruptcy; Insolvency; Etc. Borrower (i) fails
to pay, or admits in writing its inability to pay, its
debts generally as they become due, or otherwise becomes
insolvent (however evidenced); (ii) makes a general
assignment for the benefit of creditors; (iii) files a
petition in bankruptcy, is adjudicated insolvent or
bankrupt, petitions or applies to any tribunal for any
receiver or any trustee of Borrower or any substantial
part of its property; (iv) commences any proceeding
relating to Borrower under any reorganization,
arrangement, readjustment of debt, dissolution or
liquidation law or statute of any jurisdiction, whether
now or hereafter in effect; (v) has commenced against it
any such proceeding which remains undismissed for a
period of ninety days, or by any act indicates its
consent to, approval of, or acquiescence in any such
proceeding or the appointment of any receiver of or any
trustee for it or any substantial part of its property,
or allows any such receivership or trusteeship to
continue undischarged for a period of 90 days; or (vi)
takes any corporate action to authorize any of the
foregoing.

17.1.11. Judgments; Attachment; Etc. Any one or more
judgments or orders is entered against Borrower or any
attachment or other levy is made against the property of
Borrower, including but not limited to the Collateral,
with respect to a claim or claims involving in the
aggregate liabilities (not paid or fully covered by
insurance, less the amount of deductibles satisfactory to
Lender) greater than $250,000 becomes final and non-
appealable or if timely appealed is not fully bonded and
collection thereof stayed pending the appeal.

17.1.12. Pension Benefit Plan Termination, Etc. Any
termination by the PBGC of a Pension Benefit Plan created
or maintained by Borrower or an ERISA Affiliate of
Borrower (if any) or the appointment by the appropriate
United States District Court of a trustee to administer a
Pension Benefit Plan created or maintained by Borrower or
an ERISA Affiliate of Borrower (if any) or to liquidate
any Pension Benefit Plan created or maintained by
Borrower or an ERISA Affiliate of Borrower (if any); or
any event, which constitutes grounds either for the
termination of a Pension Benefit Plan created or
maintained by Borrower or an ERISA Affiliate of Borrower
(if any) by PBGC or for the appointment by the
appropriate United States District Court of a trustee to
administer or liquidate a Pension Benefit Plan created or
maintained by Borrower or an ERISA Affiliate of Borrower,
has occurred and is continuing for 30 days after Borrower
has notice of any such event; or any voluntary
termination of a Pension Benefit Plan created or
maintained by Borrower or an ERISA

Affiliate of Borrower (if any) which is a defined benefit
pension plan as defined in Section 3(35) of ERISA while
such defined benefit pension plan has an accumulated
funding deficiency, unless Lender has been notified of
such intent to voluntarily terminate such plan and Lender
has given its consent and agreed that such event shall
not constitute an Event of Default; or the plan
administrator of a Pension Benefit Plan created of
maintained by Borrower or an ERISA Affiliate of Borrower
(if any) applies under Section 412(d) of the Code for a
waiver of the minimum funding standards of Section 412(1)
of the Code and Lender determines that the substantial
business hardship upon which the application for such
waiver is based could subject Borrower or any ERISA
Affiliate of Borrower to a liability in excess of
$250,000.

17.1.13. Liquidation or Dissolution. Borrower files a
certificate of dissolution under applicable state law or
is liquidated or dissolved, or has commenced against it
any action or proceeding for its liquidation or
dissolution, or takes any corporate action in furtherance
thereof.

17.1.14. Seizure of Assets. All or any material part of
the property of Borrower, including but not limited to
the Collateral, is nationalized, expropriated, seized or
otherwise appropriated, or custody or control of such
property or of Borrower is assumed by any Governmental
Authority, unless the same is being contested in good
faith by appropriate proceedings diligently pursued and a
stay of enforcement is in effect.

17.1.15. Racketeering Proceeding. There is filed against
Borrower any civil or criminal action, suit or proceeding
under any federal or state racketeering statute
(including, without limitation, the Racketeer Influenced
and Corrupt Organization Act of 1970), which action, suit
or proceeding is not dismissed within 120 days and could
result in the confiscation or forfeiture of any of the
Collateral or any material part of other property of
Borrower.

17.1.16. Loan Documents; Security Interests. Any Loan
Document ceases to be in full force and effect or any
Security Interest on any of the Collateral is not or
ceases to be (other than as a result of voluntary release
thereof by Lender) valid, perfected and prior to all
other Security Interests (other than relevant Permitted
Security Interests) or is terminated, revoked or declared
void or invalid.

17.1.17. Loss to Collateral. Any loss, theft, damage or
destruction of any of the Collateral occurs which is not
covered by insurance as required herein and has or is
reasonably likely to have a Material Adverse Effect on
Borrower.

17.1.18. Material Adverse Change. There occurs any event
which at the time or in a reasonably foreseeable time has
or is reasonably likely to have a Material Adverse Effect
on Borrower.

17.2. Rights and Remedies Upon an Event of Default.

17.2.1. Cancellation of Commitments. Upon the
occurrence of an Event of Default described in Section
17.1.10, the Commitments shall be deemed canceled without
presentment, demand or notice of any kind. Upon any
other Event of Default, and at any time thereafter,
Lender may cancel the Commitments. Such cancellation may
be without demand or notice of any kind, which Borrower
expressly waives.

17.2.2. Acceleration. Upon the occurrence of an Event
of Default described in Section 17.1.10, all of the
outstanding Loan Obligations shall automatically become
immediately due

and payable. Upon any other Event of Default, and at any
time thereafter, Lender may declare all of the
outstanding Loan Obligations immediately due and payable.
Such acceleration in either case may be without
presentment, demand or notice of any kind, which Borrower
expressly waives.

17.2.3. Right of Set-off. Upon the occurrence of any
Event of Default and at any time and from time to time
thereafter, Lender is hereby authorized, without notice
to Borrower (any such notice being expressly waived by
Borrower), to set off and apply against the Loan
Obligations any and all deposits (general or special,
time or demand, provisional or final) at any time held,
or any other Indebtedness at any time owing by Lender to
or for the credit or the account of Borrower,
irrespective of whether or not Lender has made any demand
under the Loan Documents and although such Loan
Obligations may be unmatured. The rights of Lender under
this Section are in addition to other rights and remedies
(including, without limitation, other rights of set-off)
which Lender may otherwise have.

17.2.4. Notice to Account Debtors. Upon the occurrence
of any Event of Default and at any time and from time to
time thereafter, Lender may, without prior notice to
Borrower, notify any or all Account Debtors that the
Accounts have been assigned to Lender and that Lender has
a Security Interest therein , and Lender may direct, or
Borrower, at Lender's request, shall direct, any or all
Account Debtors to make all payments upon the Accounts
directly to Lender .

17.2.5. Entry Upon Premises and Access to
Information. Upon the occurrence of any Event of Default
and acceleration of the Loan Obligations as provided
herein, and at any time and from time to time thereafter,
Lender may (i) enter any premises leased or owned by
Borrower where any Personal Property Collateral is
located (or is believed to be located) without any
obligation to pay rent to Borrower, or any other place or
places where Personal Property Collateral is believed to
be located, (ii) render Collateral usable or saleable,
(iii) move movable Personal Property Collateral to the
premises of Lender or any agent of Lender for such time
as Lender may desire in order effectively to collect or
liquidate such Personal Property Collateral; (iv) take
possession of, and make copies and abstracts of,
Borrower's original books and records, obtain access to
Borrower's data processing equipment, computer hardware
and software relating to any of the Collateral and,
subject to any proprietary rights of third Persons, use
all of the foregoing and the information contained
therein in any manner Lender deems appropriate in
connection with the exercise of Lender's rights; and (v)
notify postal authorities to change the address for
delivery of Borrower's mail to an address designated by
Lender and to receive, open and process all mail
addressed to Borrower.

17.2.6. Borrower's Obligations. Upon the occurrence of
an Event of Default and acceleration of the Loan
Obligations as provided herein, Borrower shall, if Lender
so requests, assemble all movable Personal Property
Collateral and make it available to Lender at a place or
places to be designated by Lender in its discretion.

17.2.7. Exercise of Rights as Secured Party. Upon an
Event of Default and acceleration of the Loan Obligations
as provided herein, and at any time and from time to time
thereafter:

17.2.7.1. Lender may exercise any or all of its
rights under the Ship Mortgages;

17.2.7.2. Lender may exercise any or all of its
rights under the Collateral Assignments;

17.2.7.3. Lender may exercise any or all of its
rights under the Security Agreement;.

17.2.7.4. Lender may exercise any or all of its
rights under the other Security Documents, if any;

17.2.7.5. Lender may exercise any or all of its
rights as a secured party under the UCC and any other
applicable Law; and

17.2.7.6. Lender may sell or otherwise dispose of
any or all of the Collateral at public or private sale
in a commercially reasonable manner, for cash or
credit, and after giving any notice as may be required
by any applicable Law. Lender may postpone any such
sale from time to time by announcement at the time and
place of sale stated in the notice of sale or by
announcement at any adjourned sale without being
required to give a new notice of sale, all as Lender
deems advisable. Lender may become the purchaser at
any such sale if permissible under applicable Law, and
Lender may, in lieu of actual payment of the purchase
price, offset the amount thereof against Borrower's
Loan Obligations owing to Lender, and Borrower agrees
that Lender has no obligation to preserve rights to
Collateral against prior parties or to marshal any
Collateral for the benefit of any Person.

In connection with the advertising for sale,
selling, or otherwise realizing upon any of the
Collateral securing the obligations of Borrower to
Lender, Lender may use and is hereby granted a license
to use, without charge or liability to Lender
therefor, any of Borrower's labels, trade names,
trademarks, trade secrets, service marks, patents,
patent applications, licenses, certificates of
authority, advertising materials, or any of Borrower's
other properties or interests in properties of similar
nature, to the extent that such use thereof is not
prohibited by agreements under which Borrower has
rights therein, and all of Borrower's rights under
license, franchise and similar agreements shall inure
to Lender's benefit.

17.2.8. Miscellaneous. Upon the occurrence of an Event
of Default and at any time thereafter, Lender may
exercise any other rights and remedies available to
Lender under the Loan Documents or otherwise available to
Lender at law or in equity.

17.3. Application of Funds. Any funds received by Lender with
respect to the Loan Obligations after acceleration of the Loan
Obligations as provided herein, including proceeds of Collateral,
shall be applied as follows: (i) first, to reimburse Lender for
any amounts due to Lender under Section 21.7; (ii) second, to
reimburse to Lender all unreimbursed costs and expenses paid or
incurred by Lender that are payable or reimbursable by Borrower
hereunder; (iii) third, to reimburse to Lender all unreimbursed
costs and expenses paid or incurred by Lender (including costs and
expenses incurred by Lender as Lender that are not reimbursable as
provided in the preceding clause) that are payable or reimbursable
by Borrower hereunder; (iv) fourth, to payment of accrued and
unpaid fees due under the Loan Documents and all other amounts due
under the Loan Documents (other than the Revolving Loan and
interest accrued

thereon); (v) fifth, to payment of interest accrued on the
Revolving Loan and to all Interest Hedge Obligations (if any), pro
rata; (vi) sixth, to payment of the Revolving Loan and all
remaining Interest Hedge Obligations (if any), pro rata; and
(vii) seventh, to payment of the other Loan Obligations. Any
amounts remaining after the application of funds and proceeds as
provided in this Section shall be paid to Borrower, or to such
other Persons as are legally entitled thereto.

17.4. Limitation of Liability; Waiver. Lender shall not be
liable to Borrower as a result of any commercially reasonable
possession, repossession, collection or sale by Lender of
Collateral; and Borrower hereby waives all rights of redemption
from any such sale and the benefit of all valuation, appraisal and
exemption laws. If Lender seeks to take possession of any of the
Collateral by replevin or other court process after an Event of
Default, Borrower hereby irrevocably waives (i) the posting of any
bonds, surety and security relating thereto required by any
statute, court rule or otherwise as an incident to such
possession, (ii) any demand for possession of the Collateral prior
to the commencement of any suit or action to recover possession
thereof, (iii) any requirement that Lender retain possession and
not dispose of any Collateral until after trial or final judgment,
and (iv) to the extent permitted by applicable law, all rights to
notice and hearing prior to the exercise by Lender of its right to
repossess the Collateral without judicial process or to replevy,
attach or levy upon the Collateral without notice or hearing.
Lender shall not have any obligation to preserve rights to the
Collateral or to ▇▇▇▇▇▇▇▇ any Collateral for the benefit of any
Person.

17.5. Notice. Any notice of intended action required to be
given by either Lender (including notice of a public or private
sale of Collateral), if given as provided in Section 22.1 at least
10 days prior to such proposed action, shall be effective and
constitute reasonable and fair notice to Borrower.

18. Changes in Circumstances.

18.1. Compensation for Increased Costs and Reduced Returns;
Capital Adequacy.

18.1.1. Increased Costs or Reduced Returns to Lender.
If, after the date hereof, the adoption of any applicable
Law or any change in any applicable Law or any change in
the interpretation or administration thereof by any
Governmental Authority charged with the interpretation or
administration thereof, or compliance by Lender (or the
Lending Office) with any request or directive (whether or
not having the force of law) of any such Governmental
Authority:

18.1.1.1. subjects Lender (or the Lending Office)
to any Tax with respect to any LIBOR Tranche or its
obligation to make any Advance that will be a LIBOR
Tranche, or change the basis of taxation of any
amounts payable to Lender (or the Lending Office)
under this Agreement in respect of any LIBOR Tranche
(other than Taxes imposed on the overall net income of
Lender by the jurisdiction in which Lender has its
principal office or the Lending Office);

18.1.1.2. imposes, modifies, or deems applicable
any reserve, special deposit, assessment, compulsory
loan or similar requirement (other than the Reserve
Requirement) relating to any extensions of credit or
other assets of, or any deposits with or other
liabilities or commitments of, Lender (or the Lending
Office), including the Commitments of Lender
hereunder; or

18.1.1.3. imposes on Lender (or the Lending
Office), or the London interbank market, any other
condition affecting this Agreement, the Commitments or
any of the Loan Obligations;

and the result of any of the foregoing is to increase
the cost to Lender (or the Lending Office) of making,
converting into, continuing, or maintaining any
Tranches or to reduce any sum received or receivable
by Lender (or the Lending Office) under this Agreement
or any of the other Loan Documents with respect to a
Trance, then Borrower shall pay to Lender on demand
such amount or amounts as will compensate Lender for
such increased cost or reduction. If Lender requests
compensation by Borrower under this Section Borrower
may, by notice to Lender, suspend the obligation of
Lender to make Advances that will become, or continue,
Tranches of the type with respect to which such
compensation is requested, or to convert Tranches of
any other type into Tranches of such type, until the
event or condition giving rise to such request ceases
to be in effect (in which case the provisions of
Section 18.5 shall be applicable); provided, however,
that such suspension shall not affect the right of
Lender to receive the compensation so requested.

18.1.2. Capital Adequacy. If at any time after the date
hereof Lender determines that the adoption of any
applicable Law regarding capital adequacy or any change
therein or in the interpretation or administration
thereof by any governmental authority, charged with the
interpretation or administration thereof, or any request
or directive regarding capital adequacy (whether or not
having the force of law) of any such Governmental
Authority, has or would have the effect of reducing the
rate of return on the capital of Lender or any
corporation controlling Lender as a consequence of
Lender's obligations hereunder to a level below that
which Lender or such corporation could have achieved but
for such adoption, change, request, or directive (taking
into consideration its policies with respect to capital
adequacy), then from time to time upon demand Borrower
shall pay to Lender such additional amount or amounts as
will compensate Lender for such reduction.

18.1.3. Notice to Borrower. Lender shall promptly
notify Borrower of any event of which it has knowledge,
occurring after the date hereof, which will entitle
Lender to compensation pursuant to this Section 18.1 and
will designate a different Lending Office if such
designation will avoid the need for, or reduce the amount
of, such compensation and will not, in the judgment of
Lender, be otherwise disadvantageous to it. If Lender
claims compensation under this Section, Lender will
furnish to Borrower a statement stating the additional
amount or amounts to be paid to it hereunder, which shall
be conclusive in the absence of manifest error. In
determining such amount, Lender may use any reasonable
averaging and attribution methods.

18.2. Limitations on LIBOR Tranches. If on or prior to the
first day of any Interest Period for any LIBOR Tranche:

18.2.1. Lender determines (which determination shall
be conclusive) that by reason of circumstances affecting
the relevant market, adequate and reasonable means do not
exist for ascertaining the LIBO Rate for such Interest
Period; or

18.2.2. Lender determines (which determination shall
be conclusive) that the LIBO Rate will not adequately and
fairly reflect the cost to Lender of funding LIBOR
Tranches for such Interest Period;

then Lender will give Borrower prompt notice thereof, and
while such condition remains in effect, Lender will have
no obligation to make additional Advances that will be
LIBOR Tranches, to continue LIBOR Tranches, or to convert
Alternate Base Rate Tranches into LIBOR Tranches.

18.3. Illegality. Notwithstanding any other provision of this
Agreement, in the event that it becomes unlawful for Lender or the
Lending Office to make Advances that will be LIBOR Tranches or
maintain LIBOR Tranches hereunder, then Lender shall promptly
notify Borrower thereof and Lender's obligation to do so or to
convert Alternate Base Rate Tranches into LIBOR Tranches shall be
suspended until such time as Lender may again do so, and Lender's
outstanding LIBOR Tranches shall be converted into Alternate Base
Rate Tranches in accordance with Section 18.5.

18.4. Compensation. Upon the request of Lender, Borrower shall
pay to Lender such amount or amounts as will be sufficient (in the
reasonable determination of Lender) to compensate it for any loss,
cost, or expense (including loss of anticipated profits) incurred
by it as a result of:

18.4.1. any payment, prepayment, or conversion of a
LIBOR Tranche for any reason (including, without
limitation, the acceleration of the Revolving Loan
pursuant to the terms hereof) on a date other than the
last day of the Interest Period for such LIBOR Tranche;
or

18.4.2. any failure by Borrower for any reason (other
than pursuant to Section 18.2 or 18.3) to take an Advance
that is requested to be a LIBOR Tranche or to convert,
continue, or prepay a LIBOR Tranche on the date therefor
specified in the relevant request for an Advance or
notice of prepayment, continuation, or conversion under
this Agreement.

If Lender claims compensation under this Section 18.4,
Lender shall furnish a certificate to Borrower that
states the amount to be paid to it hereunder and includes
a description in reasonable detail of the method used by
Lender in calculating such amount. Borrower shall have
the burden of proving that the amount of any such
compensation calculated by Lender is not correct. Any
compensation payable by Borrower to Lender under this
Section shall be payable without regard to whether Lender
has funded any Advance or LIBOR Tranche through the
purchase of deposits in an amount or of a maturity
corresponding to the deposits used as a reference in
determining the LIBO Rate as provided herein.

18.5. Treatment of Affected Tranches. If the obligation of
Lender to make an Advance that will be a LIBOR Tranche or to
continue any LIBOR Tranche or to convert any Alternate Base Rate
Tranche into a LIBOR Tranche shall be suspended pursuant to
Section 18.2 or 18.3, each such Tranche shall be automatically and
immediately converted into an Alternate Base Rate Tranche on the
last day of its Interest Period (or, in the case of a conversion
required by Section 18.3, on such earlier date as Lender may
specify to Borrower). Unless and until Lender gives notice as
provided below that the circumstances specified in Section 18.2 or
18.3 that gave rise to such conversion no longer exist:

18.5.1. to the extent that such Tranches have been so
converted, all payments and prepayments of principal that
would otherwise be applied to such Tranches shall
continue to be made and applied as provided for herein;
and

18.5.2. all Advances by Lender that would otherwise
become LIBOR Tranches and all LIBOR Tranches that would
otherwise be continued by Lender as LIBOR Tranches shall
become or be continued instead as Alternate Base Rate
Tranches, and all Alternate Base Rate Tranches that would
otherwise be converted into LIBOR Tranches shall be
converted instead into (or shall remain as) Alternate
Base Rate Tranches.

Lender shall give prompt notice to Borrower if and when
the circumstances specified in Section 18.2 or 18.3 that
gave rise to the conversion of such Tranches pursuant to
this Section 18.5 no longer exist.

19. Taxes.

19.1. Gross-Up. All payments by Borrower to or for the account
of Lender hereunder or under any other Loan Document shall be made
free and clear of and without deduction for all present or future
Taxes, excluding franchise Taxes and Taxes imposed on Lender's net
income, by the jurisdiction under the Laws of which Lender is
organized or the Lending Office is located or any political
subdivision thereof. If Borrower is required by Law to deduct any
Taxes from or in respect of any sum payable under this Agreement
or any other Loan Document to Lender, (i) the sum payable shall be
increased as necessary so that after making all required
deductions (including deductions applicable to additional sums
payable under this Section) Lender receives an amount equal to the
sum it would have received had no such deductions been made, (ii)
Borrower shall make such deductions, (iii) Borrower shall pay the
full amount deducted to the relevant taxation authority or other
authority in accordance with applicable Law, and (iv) Borrower
shall furnish to Lender, at its address referred to herein, the
original or a certified copy of a receipt evidencing payment
thereof. In addition, Borrower agrees to pay any and all present
or future Impositions. "Impositions" include stamp or documentary
taxes and any other excise or property taxes or charges or similar
levies which arise from the Loan Obligations, any payment made
under this Agreement or any other Loan Document or from the
execution or delivery of, or otherwise with respect to, the Loan
Obligations, this Agreement or any other Loan Document. Borrower
agrees to indemnify Lender for the full amount of all Impositions
and Taxes, excluding franchise Taxes and Taxes imposed on Lender's
net income, (including any such Taxes or Impositions imposed or
asserted by any jurisdiction on amounts payable under this
Section) paid by Lender and any liability (including penalties,
interest and expenses) arising therefrom or with respect thereto.
Within thirty days after the date of any payment of Taxes,
Borrower shall furnish Lender the original or a certified copy of
a receipt evidencing such payment.

19.2. Lender's Undertaking. If Borrower is required to pay
additional amounts to or for the account of Lender pursuant to
Section 19.1, then Lender will use reasonable efforts to change
the jurisdiction of the Lending Office so as to eliminate or
reduce any such additional payment which may thereafter accrue if
such change, in the judgment of Lender, is not otherwise
disadvantageous to Lender.

20. Usury Limitations. Notwithstanding any provisions to the contrary
in Section 4 or elsewhere in any of the Loan Documents, Borrower shall
not be obligated to pay interest at a rate which exceeds the maximum
rate permitted by Law. If, but for this Section 20, Borrower would be
deemed obligated to pay interest at a rate which exceeds the maximum
rate permitted by Law, or if any of the Loan Obligations is

paid or becomes payable before its originally scheduled Maturity and as
a result Borrower has paid or would be obligated to pay interest at such
an excessive rate, then (i) Borrower shall not be obligated to pay
interest to the extent it exceeds the interest that would be payable at
the maximum rate permitted by Law; (ii) if the outstanding Loan
Obligations have not been accelerated as provided in Section 17.2.2, any
such excess interest that has been paid by Borrower shall be refunded;
(iii) if the outstanding Loan Obligations have been accelerated as
provided in Section 17.2.2, any such excess that has been paid by
Borrower shall be applied to the Loan Obligations as provided in Section
17.3; and (iv) the effective rate of interest shall be deemed
automatically reduced to the maximum rate permitted by Law.

21. General.

21.1. Lender's Right to Cure. Lender may from time to time, in
its absolute discretion, for Borrower's account and at Borrower's
expense, pay any amount or do any act required of Borrower under
the Loan Documents or requested by Lender to preserve, protect,
maintain or enforce the Loan Obligations, the Collateral or
Lender's Security Interests therein, and which Borrower fails to
pay or do, including payment of any judgment against Borrower,
insurance premium, Taxes or assessments, warehouse charge,
finishing or processing charge, landlord's claim, and any other
Security Interest upon or with respect to the Collateral. All
payments that Lender makes pursuant to this Section and all out-
of-pocket costs and expenses that Lender pays or incurs in
connection with any action taken by them hereunder shall be a part
of the Loan Obligations, the repayment of which shall be secured
by the Collateral. Any payment made or other action taken by
Lender pursuant to this Section shall be without prejudice to any
right to assert an Event of Default hereunder and to pursue
Lender's other rights and remedies with respect thereto.

21.2. Rights Not Exclusive. Every right granted to Lender
hereunder or under any other Loan Document or allowed to them at
law or in equity shall be deemed cumulative and may be exercised
from time to time.

21.3. Survival of Agreements. All covenants and agreements
made herein and in the other Loan Documents shall survive the
execution and delivery of this Agreement, the Note and other Loan
Documents and the making of every Advance. All agreements,
obligations and liabilities of Borrower under the Loan Documents
concerning the payment of money to Lender, including Borrower's
obligations under Sections 21.6 and 21.7, but excluding the
obligation to repay the Revolving Loan and interest accrued
thereon, shall survive the repayment in full of the Revolving Loan
and interest accrued thereon, the return of the Note to Borrower,
and the termination or cancellation of the Commitments.

21.4. Sale of Participations. Lender may sell participations
to one or more banks or other entities in all or a portion of its
rights and obligations under this Agreement provided that the
terms of sale satisfy the following requirements:

21.4.1. Lender's obligations under this Agreement
shall remain unchanged.

21.4.2. Lender shall remain solely responsible to the
other parties hereto for the performance of such
obligations.

21.4.3. Lender shall remain the holder of the Note for
the purpose of this Agreement.

21.4.4. Borrower and Lender shall continue to deal
solely and directly with each other in connection with
Lender's rights and obligations under this Agreement and
with

regard to Advances and payments to be made under this
Agreement. Participation agreements between Lender and
its participants may, however, provide that Lender will
obtain the approval of such participant prior to Lender
agreeing to any amendment or waiver of any provisions of
this Agreement which would (i) extend the maturity of the
Note, (ii) reduce the interest rate on the Revolving
Loan, (iii) increase any of the Commitments of Lender, or
(iv) release all or any substantial part of the
Collateral other than in accordance with the terms of the
Loan Documents.

The sale of any such participations which require
Borrower to file a registration statement with the SEC or
under the securities laws of any state shall not be
permitted.

21.5. Assignments to Affiliates. Lender may assign all or any
portion of its interest in the Revolving Loan to its Affiliates
without the acceptance or consent of Lender or Borrower, and may
assign all or any portion of its interest in the Revolving Loan to
the Federal Reserve Bank without acceptance or approval of
Borrower.

21.6. Payment of Expenses. Borrower agrees to pay or reimburse
to Lender all of Lender's out-of-pocket costs incurred in
connection with Lender's due diligence review before execution of
the Loan Documents; the negotiation and preparation of the
commitment letters and the Loan Documents; the perfection of any
Lender's Security Interest in any Collateral; the interpretation
of any of the Loan Documents; the enforcement of Lender's rights
and remedies under the Loan Documents after a Default or Event of
Default; any amendment of or supplementation to any of the Loan
Documents; and any waiver, consent or forbearance with respect to
any Default or Event of Default. Borrower further agrees to pay
or reimburse to Lender all of Lender's out-of-pocket costs
incurred in connection with the enforcement of Lender's rights and
remedies under the Loan Documents after a Default or Event of
Default. Out-of-pocket costs may include but are not limited to
the following, to the extent they are actually paid or incurred:
title insurance fees and premiums; the cost of searches for
Security Interests existing against Borrower; recording and filing
fees; fees for all required appraisals; environmental consultant
fees; litigation costs; and all attorneys' and paralegals'
expenses and reasonable fees. Attorneys' and paralegals' expenses
may include but are not limited to filing charges; telephone, data
transmission, facsimile and other communication costs; courier and
other delivery charges; and photocopying charges. Litigation
costs may include but are not limited to filing fees, deposition
costs, expert witness fees, expenses of service of process, and
other such costs paid or incurred in any administrative,
arbitration, or court proceedings involving Lender and Borrower,
including proceedings under the Federal Bankruptcy Code. All
costs which Borrower is obligated to pay or reimburse to Lender
are Loan Obligations payable to Lender, secured by the Collateral,
and are payable on Lender's demand.

21.7. General Indemnity.

21.7.1. Borrower shall indemnify and hold harmless Lender
and its directors, officers, employees, agents, and
representatives (the "Indemnified Parties") for, from and
against, and promptly reimburse the Indemnified Parties
for, any and all claims, damages, liabilities, losses,
costs and expenses (including reasonable attorneys' fees
and expenses and amounts paid in settlement) incurred,
paid or sustained by the Indemnified Parties in
connection with, arising out of, based upon or otherwise
involving or resulting from any threatened, pending or
completed action, suit, investigation or other proceeding
by, against or otherwise involving the Indemnified
Parties and in any way dealing with,

relating to or otherwise involving this Agreement, any of
the other Loan Documents, or any transaction contemplated
hereby or thereby, except to the extent that they arise
from the gross negligence, bad faith or willful
misconduct of any of the Indemnified Parties. Borrower
shall indemnify and hold harmless the Indemnified Parties
for, from and against, and promptly reimburse the
Indemnified Parties for, any and all claims, damages,
liabilities, losses, costs and expenses (including
reasonable attorneys' and consultant fees and expenses,
investigation and laboratory fees, removal, remedial,
response and corrective action costs, and amounts paid in
settlement) incurred, paid or sustained by the
Indemnified Parties as a result of the manufacture,
storage, transportation, release or disposal of any
Hazardous Material on, from, over or affecting any of the
Collateral or any of the assets, properties, or
operations of Borrower or any predecessor in interest,
directly or indirectly, except to the extent that they
arise from the gross negligence, bad faith or willful
misconduct of any of the Indemnified Parties.

21.7.2. The obligations of Borrower under this Section
21.7 shall survive the termination or cancellation of the
Commitments, the payment and satisfaction of all of the
Loan Obligations, and the release of the Collateral.

21.7.3. To the extent that any of the indemnities
required from Borrower under this Section are
unenforceable because they violate any Law or public
policy, Borrower shall pay the maximum amount which it is
permitted to pay under applicable Law.

21.8. Loan Records. The date and amount of all Advances and
payments of amounts due from Borrower under the Loan Documents
will be recorded in the records that Lender normally maintains for
such types of transactions. The failure to record, or any error
in recording, any of the foregoing shall not, however, affect the
obligation of Borrower to repay the Revolving Loan and other
amounts payable under the Loan Documents. Borrower shall have the
burden of proving that Lender's records are not correct. Borrower
agrees that Lender's books and records showing the Loan
Obligations and the transactions pursuant to this Agreement shall
be admissible in any action or proceeding arising therefrom, and
shall constitute prima facie proof thereof, irrespective of
whether any Loan Obligation is also evidenced by a promissory note
or other instrument. Any statement that Lender provides to
Borrower of Advances, payments, and other transactions pursuant to
this Agreement shall be deemed correct, accurate and binding on
Borrower and an account stated (except for reversals and
reapplications of payments as provided in Section 8.4 and
corrections of errors discovered by Lender), unless Borrower
notifies Lender in writing to the contrary within 30 days after
such statement is rendered. In the event a timely written notice
of objections is given by Borrower, only the items to which
exception is expressly made will be considered to be disputed by
Borrower.

21.9. Other Security and Guaranties. Lender may, without
notice or demand and without affecting Borrower's obligations
hereunder, from time to time: (a) take from any Person and hold
collateral (other than the Collateral) for the payment of all or
any part of the Loan Obligations and exchange, enforce and release
such collateral or any part thereof; and (b) accept and hold any
endorsement or guaranty of payment of all or any part of the Loan
Obligations and release or substitute any such endorser or
guarantor, or any Person who has given any Security Interest in
any other collateral as security for the payment of all or any
part of the Loan Obligations, or any other Person in any way
obligated to pay all or any part of the Loan Obligations.

22. Miscellaneous.

22.1. Notices. All notices, consents, requests and demands to
or upon the respective parties hereto shall be in writing, and
shall be deemed to have been given or made when delivered in
person to those Persons listed on the signature pages hereof or
two days after being deposited in the United States mail, postage
prepaid, or, in the case of telegraphic notice, or the overnight
courier services, when delivered to the telegraph company or
overnight courier service, or in the case of telex or telecopy
notice, when sent, verification received, in each case addressed
as set forth on the signature pages hereof, or such other address
as either party may designate by notice to the other in accordance
with the terms of this paragraph. No notice given to or demand
made on Borrower by any Lender in any instance shall entitle
Borrower to notice or demand in any other instance.

22.2. Amendments, Waivers and Consents. Unless otherwise
provided herein, no amendment to or waiver of any provision of
this Agreement, or of any of the other Loan Documents, nor consent
to any departure by Borrower herefrom or therefrom, shall be
effective unless it is in writing and signed by authorized
officers of Borrower and Lender. 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. No
failure by any Lender to exercise, and no delay by any Lender in
exercising, any right, remedy, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial
exercise by Lender of any right, remedy, power or privilege
hereunder preclude any other exercise thereof, or the exercise of
any other right, remedy, power or privilege. Each and every right
granted to Lender hereunder or under any other Loan Document or
other document delivered hereunder or in connection with this
Agreement or allowed to them at law or in equity shall be deemed
cumulative and may be exercised from time to time.

22.3. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and all future
holders of the Note and their respective successors and assigns,
except that Borrower may not assign, delegate or transfer any of
its rights or obligations under this Agreement without the prior
written consent of Lender. With respect to Borrower's successors
and assigns, such successors and assigns shall include any
receiver, trustee or debtor-in-possession of or for Borrower.

22.4. Severability. Any provision of this Agreement which is
prohibited, unenforceable or not authorized in any jurisdiction
shall, as to such jurisdiction, be ineffective to the extent of
such prohibition, unenforceability or lack of authorization
without invalidating the remaining provisions hereof or affecting
the validity, enforceability or legality of such provision in any
other jurisdiction unless the ineffectiveness of such provision
would result in such a material change as to cause completion of
the transactions contemplated hereby to be unreasonable.

22.5. Counterparts. This Agreement may be executed by the
parties hereto on any number of separate counterparts, and all
such counterparts taken together shall constitute one and the same
instrument. It shall not be necessary in making proof of this
Agreement to produce or account for more than one counterpart
signed by the party to be charged.

22.6. Governing Law; No Third Party Rights. This Agreement,
the other Loan Documents and the Note and the rights and
obligations of the parties hereunder and thereunder shall be
governed by and construed and interpreted in accordance with the
internal laws of the State of Missouri applicable to contracts
made and to be performed wholly within such state, without regard
to choice or conflict of laws provisions; except that the
provisions of the Loan Documents pertaining to the creation or
perfection of Security Interests or the enforcement of the rights
of

Lender in Collateral located in states other than Missouri, if
any, and other related matters subject to the law of such states,
shall be governed by the laws of such States. This Agreement is
solely for the benefit of the parties hereto and their respective
successors and assigns, and no other Person shall have any right,
benefit, priority or interest under, or because of the existence
of, this Agreement.

22.7. Counterpart Facsimile Execution. For purposes of this
Agreement, a document (or signature page thereto) signed and
transmitted by facsimile machine or telecopier is to be treated as
an original document. The signature of any Person thereon, for
purposes hereof, is to be considered as an original signature, and
the document transmitted is to be considered to have the same
binding effect as an original signature on an original document.
At the request of any party hereto, any facsimile or telecopy
document is to be re-executed in original form by the Persons who
executed the facsimile or telecopy document. No party hereto may
raise the use of a facsimile machine or telecopier or the fact
that any signature was transmitted through the use of a facsimile
or telecopier machine as a defense to the enforcement of this
Agreement or any amendment or other document executed in
compliance with this Section.

22.8. No Other Agreements. There are no other agreements
between Lender and Borrower, oral or written, concerning the
subject matter of the Loan Documents, and all prior agreements
concerning the same subject matter, including the Commitment
Letter, are merged into the Loan Documents and thereby
extinguished.

22.9. Incorporation By Reference. All of the terms of the
other Loan Documents are incorporated in and made a part of this
Agreement by this reference.

22.10. Negotiated Transaction. Borrower and Lender represent
one to the other that in the negotiation and drafting of this
Agreement they have been represented by and have relied upon the
advice of counsel of their choice. Borrower and Lender affirm
that their counsel have both had substantial roles in the drafting
and negotiation of this Agreement and, therefore, this Agreement
shall be deemed drafted by both Borrower and Lender, and the rule
of construction to the effect that any ambiguities are to be
resolved against the drafter shall not be employed in the
interpretation of this Agreement.

22.11. Mandatory Arbitration. Any controversy or claim between
or among the parties hereto including but not limited to those
arising out of or relating to this instrument or any other
document evidencing or securing the loan transaction herein
involved, or any related agreements or instruments, including any
claim based on or arising from an alleged tort, shall be
determined by binding arbitration in accordance with the Federal
Arbitration Act (or if not applicable, the applicable state law),
as promulgated from time to time by the Rules Of Practice And
Procedure for The Arbitration Of Commercial Disputes of Judicial
Arbitration and Mediation Services, Inc., predecessor in interest
to Endispute, Inc., doing business as "J.A.M.S./ENDISPUTE" and the
"special rules" set forth below. In the event of any
inconsistency, the special rules shall control. judgment upon any
arbitration award may be entered in any court having jurisdiction.
Any party to such document may bring an action, including a
summary or expedited proceeding, to compel arbitration of any
controversy or claim to which this agreement applies in any court
having jurisdiction over such action.

22.11.1. Special Rules. The arbitration shall be
conducted in the City or County of St. Louis, Missouri
and administered by J.A.M.S./ENDISPUTE who will appoint
an arbitrator; if J.A.M.S./ENDISPUTE is unable or legally
precluded from administering

the arbitration, then the American Arbitration
Association will serve. All arbitration hearings will be
commenced within ninety (90) calendar days of the demand
for arbitration; further, the arbitrator shall only, upon
a showing of cause, be permitted to extend the
commencement of such hearing for up to an additional
sixty (60) calendar days.

22.11.2. Reservation Of Rights. Nothing in this
agreement shall be deemed to (i) limit the applicability
of any otherwise applicable statutes of limitation or
repose and any waivers contained in this note; or (ii) be
a waiver by Lender of the protection afforded to it by 12
U.S.C. SEC. 91 or any substantially equivalent state law;
or (iii) limit the right of Lender (a) to exercise self
help remedies such as (but not limited to) setoff, or (b)
to foreclose against any real or personal property
collateral, or (c) to obtain from a court provisional or
ancillary remedies such as (but not limited to)
injunctive relief or the appointment of a receiver.
Lender may exercise such self help rights, foreclose upon
such property, or obtain such provisional or ancillary
remedies before, during or after the pendency of any
arbitration proceeding brought pursuant to this note. At
Lender's option, foreclosure under a deed of trust or
mortgage may be accomplished by any of the following:
the exercise of a power of sale under the deed of trust
or mortgage, or by judicial sale under the deed of trust
or mortgage, or by judicial foreclosure. Neither the
exercise of self help remedies nor the institution or
maintenance of an action for foreclosure or provisional
or ancillary remedies shall constitute a waiver of the
right of any party, including the claimant in any such
action, to arbitrate the merits of the controversy or
claim occasioning resort to such remedies. No provision
in the Loan Documents regarding submission to
jurisdiction and/or venue in any court is intended or
shall be construed to be in derogation of the provisions
in any Loan Document for arbitration of any controversy
or claim.

23. Choice of Forum. WITHOUT INTENDING TO ALTER OR LIMIT THE
PROVISIONS OF SECTION 22.11, SUBJECT ONLY TO THE EXCEPTION IN THE NEXT
SENTENCE, BORROWER AND LENDER HEREBY AGREE TO THE EXCLUSIVE JURISDICTION
OF THE FEDERAL COURTS OF THE EASTERN DISTRICT OF MISSOURI, AND THE STATE
COURTS OF MISSOURI LOCATED IN ST. LOUIS COUNTY OR THE CITY OF ST. LOUIS,
MISSOURI, AND WAIVE ANY OBJECTION BASED ON VENUE OR FORUM NON CONVENIENS
WITH RESPECT TO ANY ACTION INSTITUTED THEREIN, AND AGREE THAT ANY
DISPUTE CONCERNING THE RELATIONSHIP BETWEEN LENDER AND BORROWER OR THE
CONDUCT OF ANY OF THEM IN CONNECTION WITH THIS AGREEMENT, ANY OTHER LOAN
DOCUMENT OR OTHERWISE SHALL BE HEARD ONLY IN THE COURTS DESCRIBED ABOVE.
NOTWITHSTANDING THE FOREGOING: (1) LENDER SHALL HAVE THE RIGHT TO BRING
ANY ACTION OR PROCEEDING AGAINST BORROWER OR ITS PROPERTY IN ANY COURTS
OF ANY OTHER JURISDICTION LENDER DEEMS NECESSARY OR APPROPRIATE IN ORDER
TO REALIZE ON THE COLLATERAL, REAL ESTATE OR OTHER SECURITY FOR THE LOAN
OBLIGATIONS, AND (2) EACH OF THE PARTIES HERETO ACKNOWLEDGES THAT ANY
APPEALS FROM THE COURTS DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE
MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE THOSE JURISDICTIONS.

24. Service of Process. BORROWER HEREBY WAIVES PERSONAL SERVICE OF
ANY AND ALL PROCESS UPON IT AND CONSENTS THAT ALL SUCH SERVICE OF
PROCESS MAY BE MADE BY REGISTERED MAIL (RETURN RECEIPT REQUESTED)
DIRECTED TO BORROWER AT ITS ADDRESS SET FORTH ON THE SIGNATURE PAGES
HEREOF, AND SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED FIVE (5)
DAYS AFTER THE SAME SHALL

HAVE BEEN SO DEPOSITED IN THE U.S. MAILS CERTIFIED OR REGISTERED.
NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF LENDER TO SERVE LEGAL
PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

25. Jury Trial. BORROWER AND LENDER HEREBY WAIVE ANY RIGHT TO TRIAL
BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (1) ARISING
UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR (2) IN ANY WAY
CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO OR ANY OF THEM IN RESPECT OF THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE
WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN
CONTRACT OR TORT OR OTHERWISE. BORROWER AND LENDER AGREE AND CONSENT
THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY AND THAT ANY OF THEM 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.

26. Statutory Notice. The following notice is given pursuant to
Section 432.045 of the Missouri Revised Statutes; nothing contained in
such notice shall be deemed to limit or modify the terms of the Loan
Documents:

ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO
EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU
(BORROWER) AND US (CREDITOR) FROM MISUNDERSTANDING OR
DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE
CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER
AGREE IN WRITING TO MODIFY IT.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by appropriate duly authorized officers as of the date first
above written.

INTRAV, INC. NATIONSBANK, N.A.
by its Executive Vice President and by its Senior Vice President
Chief Financial Officer

/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇ /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Notice Address: Notice Address:

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▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇. ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
FAX # ▇▇▇-▇▇▇-▇▇▇▇ Mail Code M01-800-12-01
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EXHIBIT 2.1
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GLOSSARY AND INDEX OF DEFINED TERMS

"Account Debtor": the obligor on any Account.

"Account": as to any Person, the right of such Person to payment for
goods sold or leased or for services rendered by such Person.

"Adjusted LIBO Rate": for any LIBO Tranche for any Interest Period
therefor, the rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%) determined by Lender to be equal to the quotient
obtained by dividing (a) the LIBO Rate for such LIBO Tranche for such
Interest Period by (b) the result of subtracting from one the Reserve
Requirement for such LIBO Tranche for such Interest Period expressed as
a decimal.

"Advance Date": the date when an Advance is requested by Borrower to be
made as provided herein, or in the case of the initial Advance, the date
when such Advance is made.

"Advance": an advance to Borrower under the Revolving Commitment.

"Affiliate": with respect to any Person, (a) any other Person who is a
partner, director, officer or stockholder of such Person; and (b) any
other Person which, directly or indirectly, is in control of, is
controlled by or is under common control with such Person, and any
partner, director, officer or stockholder of such other Person
described. For purposes of this Agreement, control of a Person by
another Person shall be deemed to exist if such other Person has the
power, directly or indirectly, either to (i) vote twenty percent (20%)
or more of the securities having the power to vote in an election of
directors of such Person, or (ii) direct the management of such Person,
whether by contract or otherwise and whether alone or in combination
with others.

"Alternate Base Rate Tranche": a Tranche on which interest accrues at
the Alternate Base Rate.

"Alternate Base Rate" is defined in Section 4.2.

"Acquisition Agreement": the Agreement for Purchase and Sale of Stock by
and among Intrav, Inc., Clipper Cruise Line, Inc., Republic Cruise Line,
Inc., Liberty Cruise Line, Inc. Clipper Adventure Cruises, Inc., and
Windsor, Inc. date November 13, 1996.

"Assigned Collateral": any tangible or intangible property of Borrower,
now owned or hereafter acquired, other than the Real Property
Collateral, the Real Property Leased Collateral and the Personal
Property Collateral in which Lender holds or will hold a Security
Interest under a Collateral Assignment to secure payment or performance
of any of the Loan Obligations as required or contemplated under Section
9.3, and all proceeds thereof.

"Borrowing Officer": each officer of Borrower who is authorized to
submit a request for an Advance or the issuance of a Letter of Credit.

"Business Day": a day other than a Saturday, Sunday or other day on
which commercial banks are authorized or required to close under the
laws of either the United States or the States of Missouri.

"Capital Expenditure": an expenditure for an asset that must be
depreciated or amortized under GAAP, for goodwill, or for any asset that
under GAAP must be treated as a capital asset, including payments under
Capital Leases. An expenditure for purposes of this definition includes
any deferred or seller financed portion of the purchase price of an
asset and the original capitalized amount of a Capital Lease.

"Capital Lease": any lease that has been or should be capitalized under
GAAP.

"Charter Documents": the articles or certificate of incorporation and
bylaws of a corporation; the certificate of limited partnership and
partnership agreement of a limited partnership; the partnership
agreement of a general partnership; the articles of organization of a
limited liability company; or the indenture of a trust.

"Clipper Acquisition Contingency": the aggregate amount, if any, that
Borrower is required to pay to Windsor, Inc. or to its order or assigns
under that certain Promissory Note of Borrower dated December 31, 1996,
payable to the order of Windsor, Inc. in a principal amount not to
exceed $3,000,000, as the same may from time to time be amended,
modified, extended or renewed.

"Code": the Internal Revenue Code of 1986 and all regulations thereunder
of the IRS.

"Collateral Assignment": any of the collateral assignments required or
contemplated under Section 9.3 to be executed and delivered to Lender.

"Collateral": all of the Real Property Leased Collateral, Personal
Property Collateral, Assigned Collateral and other property in which
Lender has a Security Interest to secure payment or performance of the
Loan Obligations.

"Commitments": the Revolving Commitment and the Letter of Credit
Commitment.

"Contract": any contract, note, bond, indenture, deed, mortgage, deed of
trust, security agreement, pledge, hypothecation agreement, assignment,
or other agreement or undertaking, or any security.

"Conversion Date" is defined in Section 4.4.

"Default": any of the events listed in Section 17.1 of this Agreement,
without giving effect to any requirement for the giving of notice, for
the lapse of time, or both, or for the happening of any other condition,
event or act.

"Disclosure Schedule": the Disclosure Schedule of Borrower attached
hereto as Exhibit 12.

"DOL": the United States Department of Labor.

"Dollars": and the sign "$", lawful money of the United States.

"EBITDA" is defined in Section 16.1.

"Effective Date": the date when this Agreement is effective as provided
in Section 1.

"Employment Law": ERISA, the Occupational Safety and Health Act, the
Fair Labor Standards Act, or any other Law pertaining to the terms or
conditions of labor or safety in the workplace or discrimination or
sexual harassment in the workplace.

"Encumbrance": as to any item of real or personal property, any
easement, right-of-way, license, condition, or restrictive covenant, or
zoning or similar restriction, that is not a Security Interest but is
enforceable by any Person other than the record owner of such property.

"Environmental Law": the Resource Conservation and Recovery Act, the
Comprehensive Environmental Response, Compensation and Liability Act,
the Clean Water Act, the Clean Air Act, or any other Law pertaining to
environmental quality or remediation of Hazardous Material.

"EPA": the United States Environmental Protection Agency.

"ERISA Affiliate": as to any Person, any trade or business (irrespective
of whether incorporated) which is a member of a group of which such
Person is a member and thereafter treated as a single employer under
Section 414(b), (c), (m) or (o) of the Code or applicable Treasury
Regulations.

"ERISA": the Employee Retirement Income Security Act of 1974.

"Event of Default": any of the events listed in Section 17.1 of this
Agreement as to which any requirement for the giving of notice, for the
lapse of time, or both, or for the happening of any further condition,
event or act has been satisfied.

"Execution Date": the date when this Agreement has been executed.

"Existing Default": a Default which has occurred and is continuing, or
an Event of Default which has occurred, and which has not been waived in
writing by Lender.

"Financial Statements": financial statements of Borrower that are
furnished to Lender as required in Section 14.12 of this Agreement.

"Fixed Charges" is defined in Section 16.1.

"FRB": the Board of Governors of the Federal Reserve System and any
successor thereto or to the functions thereof.

"Funded Debt" is defined in Section 16.1.

"GAAP": those generally accepted accounting principles set forth in
Statements of the Financial Accounting Standards Board and in Opinions
of the Accounting Principles Board of the American Institute of
Certified Public Accountants or which have other substantial
authoritative support in the United States and are applicable in the
circumstances, as applied on a consistent basis.

"Governmental Authority": the federal government of the United States;
the government of any foreign country that is recognized by the United
States or is a member of the United Nations; any state of the United
States; any local government or municipality within the territory or
under the jurisdiction of any of the foregoing; any department, agency,
division, or instrumentality of any of the foregoing; and any court,
arbitrator, or board of arbitrators whose orders or judgements are
enforceable by or within the territory of any of the foregoing.

"Hazardous Material": any hazardous, radioactive, toxic, solid or
special waste, material, substance or constituent thereof, or any other
such substance (as defined under any applicable law or regulation),
including asbestos. "Hazardous Material" does not include materials or
products containing hazardous constituents which are not considered to
be waste under the applicable Environmental Law or which are

iii

considered to be waste but are transported, handled or disposed of in
accordance with the applicable Environmental Law, and does not include
asbestos which is not friable.

"Indebtedness": as to any Person at any particular date, any contractual
obligation enforceable against such Person (i) to repay borrowed money;
(ii) to pay the deferred purchase price of property or services; (iii)
to make payments or reimbursements with respect to bank acceptances or
to a factor; (iv) to make payments or reimbursements with respect to
letters of credit whether or not there have been drawings thereunder;
(v) with respect to which there is any Security Interest in any property
of such Person; (vi) to make any payment or contribution to a Multi-
Employer Plan; (vii) that is evidenced by a note, bond, debenture or
similar instrument; (viii) under any conditional sale agreement or title
retention agreement; or (ix) to pay interest or fees with respect to any
of the foregoing.

"Indemnified Parties" is defined in Section 21.7.1.

"Indirect Obligation": as to any Person, (a) any guaranty by such Person
of any Obligation of another Person; (b) any Security Interest in any
property of such Person that secures any Obligation of another Person,
(c) any enforceable contractual requirement that such Person
(i) purchase an Obligation of another Person or any property that is
security for such Obligation, (ii) advance or contribute funds to
another Person for the payment of an Obligation of such other Person or
to maintain the working capital, net worth or solvency of such other
Person as required in any documents evidencing an Obligation of such
other Person, (iii) purchase property, securities or services from
another Person for the purpose of assuring the beneficiary of any
Obligation of such other Person that such other Person has the ability
to timely pay or discharge such Obligation, (iv) grant a Security
Interest in any property of such Person to secure any Obligation of
another Person, or (v) otherwise assure or hold harmless the beneficiary
of any Obligation of another Person against loss in respect thereof; and
(d) any other contractual requirement enforceable against such Person
that has the same substantive effect as any of the foregoing. The term
"Indirect Obligation" does not, however, include the indorsement by a
Person of instruments for deposit or collection in the ordinary course
of business or the liability of a general partner of a partnership for
Obligations of such partnership. The amount of any Indirect Obligation
of a Person shall be deemed to be the stated or determinable amount of
the Obligation in respect of which such Indirect Obligation is made or,
if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by such Person in good faith.

"Initial Financial Statements": the financial statements of Borrower
referred to in Section 12.13.

"Insurance/Condemnation Proceeds": insurance proceeds payable as a
consequence of damage to or destruction of any of the Collateral and
proceeds payable as a consequence of condemnation or sale in lieu of
condemnation of any of the Collateral.

"Intellectual Property": as to any Person, any domestic or foreign
patents or patent applications of such Person, any inventions made or
owned by such Person upon which either domestic or foreign patent
applications have not yet been filed, any domestic or foreign trade
names or trademarks of such Person, any domestic or foreign trademark
registrations or applications filed by such Person, any domestic or
foreign service marks of such Person, any domestic or foreign service
▇▇▇▇ registrations and applications by such Person, any domestic or
foreign copyrights of such Person, and any domestic or foreign copyright
registrations or applications by such Person.

"Interest Hedge Obligation": any obligations of Borrower to Lender under
an agreement or agreements between Borrower and Lender, whenever entered
into, under which the exposure of Borrower to fluctuations in interest
rates is effectively limited, whether in the form of one or more
interest rate cap, collar, or corridor agreements, interest rate swaps,
or the like, or options therefor.

"Interest Period": the period during which a particular Adjusted LIBOR
Rate applies to a Tranche of the Revolving Loan, as selected by Borrower
as provided in Section 4.2.

"Inventory": goods owned and held by a Person for sale, lease or resale
or furnished or to be furnished under contracts for services, and raw
materials, goods in process, materials, component parts and supplies
used or consumed, or held for use or consumption in such Person's
business.

"Investment": (a) a loan or advance of money or property to a Person,
(b) stock or other equity interest in a Person, (c) a debt instrument
issued by a Person, whether or not convertible to stock or other equity
interest in such Person, or (d) any other interest in or rights with
respect to a Person which include, in whole or in part, a right to
share, with or without conditions or restrictions, some or all of the
revenues or net income of such Person.

"IRS": the Internal Revenue Service.

"Law": any statute, rule, regulation, order, judgment, award or decree
of any Governmental Authority.

"Lender": NationsBank, N.A.

"Lending Office": the office of Lender at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇, or such other address as Lender may designate from time
to time by notice to Borrower in accordance with the terms of Section
22.1.

"Letter of Credit Commitment": the commitment of Lender to issue letters
of credit as provided in Section 3.2.

"Letter of Credit Exposure": the undrawn amount of all outstanding
Letters of Credit issued by Lender under the Letter of Credit Commitment
plus all unreimbursed amounts drawn on such Letters of Credit.

"Letter of Credit Fee" is defined in Section 5.3.

"LIBO Rate": the rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%), as determined by Lender appearing, in the case of
a LIBOR Tranche denominated in Dollars, on Dow ▇▇▇▇▇ Markets Page 3750
(or any successor page) as the London interbank offered rate for
deposits in Dollars, at approximately 11:00 a.m. (London time) two
Business Days prior to the first day of such Interest Period for a term
comparable to such Interest Period. If for any reason such rate for a
LIBOR Tranche denominated in dollars is not available, the term "LIBO
Rate" shall mean, for any LIBOR Tranche for any Interest Period
therefor, the rate per annum (rounded upwards, if necessary, to the
nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as the London
interbank offered rate for deposits in Dollars at approximately 11:00
a.m. (London time) two Business Days prior to the first day of such
Interest Period for a term comparable to such Interest Period; provided,
however, if more than one rate is specified on Reuters Screen LIBO Page,
the applicable rate shall be the arithmetic mean of all such rates
(rounded upwards, if necessary, to the nearest 1/100 of 1%).

"LIBOR Tranche": a Tranche on which interest accrues at the Adjusted
LIBO Rate.

"Loan Documents": this Agreement, the Note, the Security Documents and
all other agreements, certificates, documents, instruments and other
writings executed in connection herewith.

"Loan Obligations": all of Borrower's Indebtedness owing to Lender under
the Loan Documents, whether as principal, interest, fees or otherwise,
all reimbursement obligations of Borrower to Lender with respect

to the Letter of Credit Exposure, all other obligations and liabilities
of Borrower to Lender under the Loan Documents and all Interest Hedge
Obligations (in each case including all extensions, renewals,
modifications, rearrangements, restructures, replacements and
refinancings of the foregoing, whether or not the same involve
modifications to interest rates or other payment terms), whether now
existing or hereafter created, absolute or contingent, direct or
indirect, joint or several, secured or unsecured, due or not due,
contractual or tortious, liquidated or unliquidated, arising by
operation of law or otherwise, including but not limited to the
obligation of Borrower to repay future advances by Lender, whether or
not made pursuant to commitment and whether or not presently
contemplated by Borrower and Lender in the Loan Documents.

"Material Adverse Effect": as to any Person and with respect to any
event or occurrence of whatever nature (including any adverse
determination in any litigation, arbitration, investigation or
proceeding), a material adverse effect on the business, operations,
revenues, financial condition, property, or business prospects of such
Person taken as a whole, or the value of the Collateral, or the ability
of such Person to timely pay or perform such Person's Obligations
generally, or in the case of Borrower specifically, the ability of
Borrower to pay or perform any of Borrower's Obligations to Lender.

"Material Agreement": as to any Person, any Contract to which such
Person is a party or by which such Person is bound which, if violated or
breached, would have a Material Adverse Effect on such Person.

"Material Law": any Law whose violation by a Person would have a
Material Adverse Effect on such Person.

"Material License": (i) as to any Person, any license, permit or consent
from a Governmental Authority or other Person and any registration and
filing with a Governmental Authority or other Person which if not
obtained, held or made would have a Material Adverse Effect on Borrower,
and (ii) as to any Person who is a party to this Agreement or any of the
other Loan Documents, any license, permit or consent from a Governmental
Authority or other Person and any registration or filing with a
Governmental Authority or other Person that is necessary for the
execution or performance by such party, or the validity or
enforceability against such party, of this Agreement or such other Loan
Document.

"Material Obligation": as to any Person, an Obligation of such Person
which if not fully and timely paid or performed would have a Material
Adverse Effect on such Person.

"Material Proceeding": any litigation, investigation or other proceeding
by or before any Governmental Authority (i) which involves any of the
Loan Documents or any of the transactions contemplated thereby, or
involves a Covered Person as a party or any property of Covered Person,
and would have a Material Adverse Effect on a Covered Person if
adversely determined, (ii) in which there has been issued an injunction,
writ, temporary restraining order or any other order of any nature which
purports to restrain or enjoin the making of any Advance, the
consummation of any other transaction contemplated by the Loan
Documents, or the enforceability of any provision of any of the Loan
Documents, (iii) which involves the actual or alleged breach or
violation by a Covered Person of, or default by a Covered Person under,
any Material Agreement, or (iv) which involves the actual or alleged
violation by a Covered Person of any Material Law.

"Maturity Date": the date specified in Section 6.1.

"Maturity": as to any Indebtedness, the time when it becomes payable in
full, whether at a regularly scheduled time, because of acceleration or
otherwise.

"Maximum Available Amount" is defined in Section 3.1.2.

"Multi-employer Plan": a Pension Benefit Plan which is a multi-employer
plan as defined in Section 4001(a)(3) of ERISA.

"Note": The Note executed and delivered to Lender as required in Section
3.1.3.

"Notice of Conversion/Continuation" is defined in Section 4.4.

"Obligation": as to any Person, any Indebtedness of such Person, any
guaranty by such Person of any Indebtedness of another Person, and any
contractual requirement enforceable against such Person that does not
constitute Indebtedness of such Person or a guaranty by such Person but
which would involve the expenditure of money by such Person if complied
with or enforced.

"Operating Lease": any lease that is not a Capital Lease.

"Origination Fee" is defined in Section 5.1.

"PBGC": the Pension Benefit Guaranty Corporation.

"Pension Benefit Plan": any pension or profit-sharing plan which is
covered by Title I of ERISA and all other benefit plans and in respect
of which a Person or a Commonly Controlled Entity of such Person as an
"employer" as defined in Section 3(5) of ERISA.

"Permitted Indebtedness": Indebtedness that Borrower is permitted under
Section 15.2 to incur, assume, or allow to exist.

"Permitted Security Interests": Security Interests that Borrower is
permitted under Section 15.4 to create, incur, assume, or allow to
exist.

"Person": any individual, partnership, corporation, trust,
unincorporated association, joint venture, limited liability company,
limited liability partnership, Governmental Authority, or other
organization in any form that has the legal capacity to ▇▇▇ or be sued.
If the context so implies or requires, the term Person includes
Borrower.

"Personal Property Collateral": all of the Goods, Equipment, Accounts,
Inventory, Instruments, Documents, Chattel Paper, General Intangibles,
and other personal property and Fixtures of Borrower, whether now owned
or hereafter acquired, in which Lender holds or will hold a Security
Interest under the Security Agreement to secure the payment or
performance of any of the Loan Obligations as required or contemplated
in Section 9.2, and all proceeds thereof.

"Prime Rate": the per annum interest rate designated from time to time
by Lender as its "prime rate", which is a reference rate and does not
necessarily represent the lowest or best rate charged to any customer of
Lender.

"Real Property Lease Collateral": all leases of real property under
which Borrower is a tenant or lessee and which are assigned or will be
assigned to Lender to secure the payment or performance of any of the
Loan Obligations as required or contemplated under Section 9.3 and all
income therefrom and proceeds thereof.

"Regulation D", "Regulation G", and Regulation U": respectively,
Regulation D issued by the FRB, Regulation G issued by the FRB, and
Regulation U issued by the FRB.

"Reportable Event": a reportable event as defined in Title IV of ERISA
or the regulations thereunder.

vii

"Responsible Officer": as to any Person that is not an individual,
partnership or trust, the Chairman of the Board of Directors, the
President, the chief executive officer, the chief operating officer, the
chief financial officer, the Treasurer, any Assistant to the Treasurer,
or any Vice President in charge of a principal business unit; as to any
partnership, any individual who is a general partner thereof or any
individual who has general management or administrative authority over
all or any principal unit of the partnership's business; and as to any
trust, any individual who is a trustee.

"Revolving Commitment": the commitment of Lender as stated in Section
3.1.1 to make Advances.

"Revolving Loan": the from time to time outstanding principal balance of
all the Advances.

"Security Agreement": any security agreement required or contemplated
under Section 9.2 to be executed and delivered to Lender, and all
amendments, restatements, and replacements thereof.

"Security Documents": all of the documents required or contemplated to
be executed and delivered to Lender under Section 9, and any similar
documents at any time executed and delivered to Lender, by Borrower or
any other Person to secure payment or performance of any of the Loan
Obligations, and all amendments, restatements, and replacements thereof.

"Security Interest": as to any item of tangible or intangible property,
any interest therein or right with respect thereto that secures an
Obligation or Indirect Obligation, whether such interest or right is
created under a Contract, or by operation of law or statute (such as but
not limited to a statutory lien for work or materials), or as a result
of a judgment, or which arises under any form of preferential or title
retention agreement or arrangement (including a conditional sale
agreement or a lease) that has substantially the same economic effect as
any of the foregoing.

"Ship Mortgage": any ship mortgage required or contemplated under
Section 9.1 to be executed and delivered to Lender.

"Ship Mortgage Act": 46 U.S.C. Chap. 313, as amended.

"Solvent": as to any Person, such Person not being "insolvent" within
the meaning of Section 101(32) of the Bankruptcy Code, Section 2 of the
Uniform Fraudulent Transfer Act (the "UFTA") or Section 428.014 of the
Missouri Revised Statutes, (ii) such Person not having unreasonably
small capital, within the meaning of Section 548 of the Bankruptcy Code,
Section 4 of the UFTA or Section 428.024 of the Missouri Revised
Statutes, and (iii) such Person not being unable to pay such Person's
debts as they become due within the meaning of Section 548 of the
Bankruptcy Code, Section 4 of the UFTA or Section 428.024 of the
Missouri Revised Statutes.

"Subsidiary": as to any Person, a corporation with respect to which more
than 50% of the outstanding shares of stock of each class having
ordinary voting power (other than stock having such power only by reason
of the happening of a contingency) is at the time owned by such Person
or by one or more Subsidiaries of such Person.

"Surety Obligations" is defined in Section 16.1.

"Tangible Assets" is defined in Section 16.1.

"Tangible Net Worth" is defined in Section 16.1.

viii

"Tax": as to any Person, any tax, assessment, fee, or other charge
levied by a Governmental Authority on the income or property of such
Person, including any interest or penalties thereon, and which is
payable by such Person.

"this Agreement": this document (including every document that is stated
herein to be an appendix, exhibit or schedule hereto, whether or not
physically attached to this document).

"Tranche": any portion of a Loan, or an entire Loan if applicable, on
which interest accrues at a particular rate as selected by Borrower as
provided herein.

"UCC": the Uniform Commercial Code as in effect from time to time in the
State of Missouri or such other similar statute as in effect from time
to time in Missouri or any other appropriate jurisdiction.

"United States": when used in a geographical sense, all the states of
the United States of America and the District of Columbia; and when used
in a legal jurisdictional sense, the government of the country that is
the United States of America.

"Unused Revolving Commitment" is defined in Section 5.2.

"Vessels": the vessels in which Lender is to have a Security Interest
under the Ship Mortgages as provided in Section 9.

"Welfare Benefit Plan": any plan described by Section 3(1) of ERISA.

TABLE OF CONTENTS

1. Effective Date.. . . . . . . . . . . . . . . . . . . . .1
2. Definitions and Rules of Construction. . . . . . . . . .1
2.1. Listed Definitions. . . . . . . . . . . . . . . . .1
2.2. Other Definitions.. . . . . . . . . . . . . . . . .1
2.3. References to Covered Persons.. . . . . . . . . . .1
2.4. Accounting Terms. . . . . . . . . . . . . . . . . .1
2.5. Meaning of Satisfactory.. . . . . . . . . . . . . .1
2.6. Computation of Time Periods.. . . . . . . . . . . .1
2.7. General.. . . . . . . . . . . . . . . . . . . . . .2
3. Lender's Commitments.. . . . . . . . . . . . . . . . . .2
3.1. Revolving Commitment. . . . . . . . . . . . . . . .2
3.1.1. Advances.. . . . . . . . . . . . . . . . .2
3.1.2. Limitation on Advances.. . . . . . . . . .2
3.1.3. Note.. . . . . . . . . . . . . . . . . . .3
3.2. Letter of Credit Commitment . . . . . . . . . .3
4. Interest; Yield Protection.. . . . . . . . . . . . . . .3
4.1. Multiple Tranches Permitted.. . . . . . . . . . . .3
4.2. Alternative Rates and Interest Periods. . . . . . .3
4.3. LIBOR Increments. . . . . . . . . . . . . . . . . .4
4.4. Conversion of Loan. . . . . . . . . . . . . . . . .4
4.5. Time of Accrual.. . . . . . . . . . . . . . . . . .4
4.6. Computation.. . . . . . . . . . . . . . . . . . . .4
4.7. Rate After Maturity.. . . . . . . . . . . . . . . .5
5. Fees.. . . . . . . . . . . . . . . . . . . . . . . . . .5
5.1. Origination Fee.. . . . . . . . . . . . . . . . . .5
5.2. Commitment Fee. . . . . . . . . . . . . . . . . . .5
5.3. Letter of Credit Fees.. . . . . . . . . . . . . . .5
6. Scheduled Payments.. . . . . . . . . . . . . . . . . . .5
6.1. Maturity Date.. . . . . . . . . . . . . . . . . . .5
6.2. Interest Payments Before Maturity Date. . . . . . .5
7. Prepayments. . . . . . . . . . . . . . . . . . . . . . .6
7.1. Voluntary Prepayments.. . . . . . . . . . . . . . .6
7.2. Mandatory Prepayments.. . . . . . . . . . . . . . .6
8. Manner of Payments and Timing of Application of
Payments . . . . . . . . . . . . . . . . . . . . . . .6
8.1. Payment Requirement. . . . . . . . . . . . . . . .6
8.2. Application of Payments and Proceeds . . . . . . .6
8.3. Returned Instruments . . . . . . . . . . . . . . .6
8.4. Compelled Return of Payments or Proceeds . . . . .7
8.5. Due Dates Not on Business Days . . . . . . . . . .7
8.6. Advances on Borrower's Request . . . . . . . . . .7
8.7. Lender's Right to Make Other Advances. . . . . . .7
8.7.1. Payment of Loan Obligations . . . . . . .7
8.7.2. Payments to Other Creditors . . . . . . .7
8.8. Letters of Credit. . . . . . . . . . . . . . . . .7
8.9. Amount, Number, and Purpose Restrictions on
Advances . . . . . . . . . . . . . . . . . . . .8
8.10. Each Request for a Advance a Certification . . . .8
8.11. Requirements for Every Request for an Advance. . .8

8.12. Requirements for Every Request for Issuance of
a Letter of Credit . . . . . . . . . . . . . . .8
8.13. Exoneration of Lender. . . . . . . . . . . . . . .8
9. Security and Guaranties. . . . . . . . . . . . . . . . .8
9.1. Ship Mortgages. . . . . . . . . . . . . . . . . . .8
9.2. Security Agreements.. . . . . . . . . . . . . . . .9
9.3. Collateral Assignments. . . . . . . . . . . . . . .9
9.4. Guaranties. . . . . . . . . . . . . . . . . . . . .9
10. Conditions.. . . . . . . . . . . . . . . . . . . . . . .9
10.1. Conditions to Initial Advance. . . . . . .9
10.1.1. Listed Documents and Other Items.. . . . .9
10.1.2. Representations and Warranties.. . . . . 10
10.1.3. No Default.. . . . . . . . . . . . . . . 10
10.1.4. Perfection of Security Interests.. . . . 10
10.1.5. Payment of Fees. . . . . . . . . . . . . 10
10.1.6. Material Proceedings.. . . . . . . . . . 10
10.1.7. No Material Adverse Change.. . . . . . . 10
10.1.8. Other Items. . . . . . . . . . . . . . . 10
10.2. Conditions to Subsequent Advances. . . . 10
10.2.1. Conditions to Initial Advances.. . . . . 10
10.2.2. Representations and Warranties.. . . . . 10
10.2.3. No Default.. . . . . . . . . . . . . . . 10
10.2.4. No Material Adverse Change.. . . . . . . 10
11. Conditions to Issuance of Letters of Credit. . . . . . 11
11.1. Reimbursement Agreement. . . . . . . . . . . . . 11
11.2. No Prohibitions. . . . . . . . . . . . . . . . . 11
11.3. Conditions to Initial Advances . . . . . . . . . 11
11.4. Representations and Warranties . . . . . . . . . 11
11.5. No Default . . . . . . . . . . . . . . . . . . . 11
11.6. No Material Adverse Change . . . . . . . . . . . 11
11.7. Cash Collateral. . . . . . . . . . . . . . . . . 11
12. Representations and Warranties.. . . . . . . . . . . . 11
12.1. Organization and Existence . . . . . . . . . . . 11
12.2. Authorization. . . . . . . . . . . . . . . . . . 12
12.3. Due Execution. . . . . . . . . . . . . . . . . . 12
12.4. Enforceability of Obligations. . . . . . . . . . 12
12.5. Burdensome Obligations . . . . . . . . . . . . . 12
12.6. Legal Restraints . . . . . . . . . . . . . . . . 12
12.7. Labor Contracts and Disputes. . . . . . . . . . 12
12.8. No Material Proceedings . . . . . . . . . . . . 12
12.9. Material Licenses. . . . . . . . . . . . . . . . 12
12.10.Compliance with Material Laws. . . . . . . . . . 12
12.10.1. General Compliance with Environmental
Laws. . . . . . . . . . . . . . . . . .13
12.10.2. General Compliance with Employment Laws .13
12.10.3. Proceedings. . . . . . . . . . . . . . . 13
12.10.4. Investigations Regarding Hazardous
Materials . . . . . . . . . . . . . . .13
12.10.5. Notices and Reports Regarding Hazardous
Materials . . . . . . . . . . . . . . .13
12.10.6. Environmental Notices and Permits. . . . 13
12.11. Other Names . . . . . . . . . . . . . . . . . . 13
12.12. Solvency. . . . . . . . . . . . . . . . . . . . 13
12.13. Initial Financial Statements. . . . . . . . . . 13

12.14. No Change in Condition. . . . . . . . . . . . . 13
12.15. No Defaults . . . . . . . . . . . . . . . . . . 13
12.16. Tax Liabilities; Governmental Charges . . . . . 14
12.17. Pension Benefit Plans . . . . . . . . . . . . . 14
12.17.1. Prohibited Transactions. . . . . . . . . 14
12.17.2. Claims.. . . . . . . . . . . . . . . . . 14
12.17.3. Reporting and Disclosure Requirements. . 14
12.17.4. Accumulated Funding Deficiency.. . . . . 14
12.17.5. Multi-employer Plan. . . . . . . . . . . 14
12.18. Welfare Benefit Plans . . . . . . . . . . . . . 15
12.19. Retiree Benefits. . . . . . . . . . . . . . . . 15
12.20. Real Property . . . . . . . . . . . . . . . . . 15
12.21. State of Collateral and other Property. . . . . 15
12.21.1. Accounts.. . . . . . . . . . . . . . . . 15
12.21.2. Equipment. . . . . . . . . . . . . . . . 16
12.21.3. Intellectual Property. . . . . . . . . . 16
12.21.4. Documents, Instruments and Chattel Paper.16
12.22. Chief Place of Business; Locations of
Collateral. . . . . . . . . . . . . . . .. . .16
12.23. Negative Pledges . . . . . . . . . . . . . . . .16
12.24. Security Documents . . . . . . . . . . . . . . .17
12.24.1. Ship Mortgages . . . . . . . . . . . . . 17
12.24.2. Security Agreements. . . . . . . . . . . 17
12.24.3. Collateral Assignments.. . . . . . . . . 17
12.25. Subsidiaries and Affiliates . . . . . . . . . . 17
12.26. Margin Stock. . . . . . . . . . . . . . . . . . 17
12.27. Securities Matters. . . . . . . . . . . . . . . 17
12.28. Investment Company Act, Etc.. . . . . . . . . . 17
12.29. No Material Misstatements or Omissions. . . . . 17
12.30. Filings . . . . . . . . . . . . . . . . . . . . 18
12.31. Broker's Fees . . . . . . . . . . . . . . . . . 18
13. Survival of Representations. . . . . . . . . . . . . . 18
14. Affirmative Covenants. . . . . . . . . . . . . . . . . 18
14.1. Use of Proceeds . . . . . . . . . . . . . . . . 18
14.2. Corporate Existence . . . . . . . . . . . . . . 18
14.3. Maintenance of Property and Leases. . . . . . . 18
14.4. Insurance . . . . . . . . . . . . . . . . . . . 19
14.5. Payment of Taxes and Other Obligations. . . . . 19
14.6. Compliance With Laws. . . . . . . . . . . . . . 19
14.6.1. Environmental Laws . . . . . . . . . . . 19
14.6.2. Pension Benefit Plans. . . . . . . . . . 19
14.6.3. Employment Laws. . . . . . . . . . . . . 20
14.7. Termination of Pension Benefit Plan . . . . . . 20
14.8. Notice to Lender of Material Events . . . . . . 20
14.9. Borrowing Officer . . . . . . . . . . . . . . . 22
14.10. Maintenance of Security Interests of Security
Documents. . . . . . . . . . . . . . . . 22
14.10.1. Preservation and Perfection of Security
Interests. . . . . . . . . . . . . . . 22
14.10.2. Collateral Held Off Borrower's Premises. 23
14.10.3. Compliance With Terms of Security
Documents. . . . . . . . . . . . . . . 23
14.11. Accounting System . . . . . . . . . . . . . . . 23
14.12. Financial Statements. Borrower shall deliver to
Lender: . . . . . . . . . . . . . . . . . . . 23

iii

14.12.1. Annual Financial Statements. . . . . . . 23
14.12.2. Quarterly Financial Statements.. . . . . 23
14.12.3. Additional.. . . . . . . . . . . . . . . 24
14.13. Annual Forecasts; Five Year Plans . . . . . . . 24
14.14. Audits by Lender. . . . . . . . . . . . . . . . 24
14.15. Access to Officers and Auditors . . . . . . . . 24
14.16. Appraisals. . . . . . . . . . . . . . . . . . . 25
14.17. Further Assurances. . . . . . . . . . . . . . . 25
15. Negative Covenants . . . . . . . . . . . . . . . . . . 25
15.1. Investments . . . . . . . . . . . . . . . . . . 25
15.2. Indebtedness. . . . . . . . . . . . . . . . . . 26
15.3. Indirect Obligations. . . . . . . . . . . . . . 26
15.4. Security Interests. . . . . . . . . . . . . . . 26
15.5. Prepayments . . . . . . . . . . . . . . . . . . 26
15.6. Disposal of Assets. . . . . . . . . . . . . . . 27
15.7. Transactions With Affiliates. . . . . . . . . . 27
15.8. No Breach of Material Agreements. . . . . . . . 27
15.9. Conflicting Agreements. . . . . . . . . . . . . 27
15.10. Fiscal Year . . . . . . . . . . . . . . . . . . 27
15.11. Transactions Having a Material Adverse Effect . 27
16. Financial Covenants. . . . . . . . . . . . . . . . . . 27
16.1. Special Definitions . . . . . . . . . . . . . . 27
16.2. Minimum Fixed Charge Coverage . . . . . . . . . 28
16.3. Minimum Tangible Net Worth. . . . . . . . . . . 28
16.4. Maximum Funded Debt to EBITDA Ratio . . . . . . 28
16.5. Minimum EBITDA. . . . . . . . . . . . . . . . . 28
16.6. Capital Expenditures. . . . . . . . . . . . . . 29
16.7. Capital Leases. . . . . . . . . . . . . . . . . 29
17. Default. . . . . . . . . . . . . . . . . . . . . . . . 29
17.1. Events of Default. . . . . . . . . . . . 29
17.1.1. Failure to Pay Principal or Interest . . 29
17.1.2. Failure to Pay Other Amounts Owed to
Lender . . . . . . . . . . . . . . . . 29
17.1.3. Failure to Pay Amounts Owed to Other
Persons. . . . . . . . . . . . . . . . 29
17.1.4. Acceleration of Other Indebtedness.. . . 29
17.1.5. Representations or Warranties. . . . . . 29
17.1.6. Certain Covenants. . . . . . . . . . . . 29
17.1.7. Financial Covenants. . . . . . . . . . . 29
17.1.8. Other Covenants. . . . . . . . . . . . . 29
17.1.9. Default Under Other Agreements.. . . . . 30
17.1.10. Bankruptcy; Insolvency; Etc. . . . . . . 30
17.1.11. Judgments; Attachment; Etc.. . . . . . . 30
17.1.12. Pension Benefit Plan Termination, Etc. . 30
17.1.13. Liquidation or Dissolution.. . . . . . . 31
17.1.14. Seizure of Assets. . . . . . . . . . . . 31
17.1.15. Racketeering Proceeding. . . . . . . . . 31
17.1.16. Loan Documents; Security Interests.. . . 31
17.1.17. Loss to Collateral.. . . . . . . . . . . 31
17.1.18. Material Adverse Change. . . . . . . . . 31
17.2. Rights and Remedies Upon an Event of
Default. . . . . . . . . . . . . . . . 31
17.2.1. Cancellation of Commitments. . . . . . . 31

17.2.2. Acceleration.. . . . . . . . . . . . . . 31
17.2.3. Right of Set-off.. . . . . . . . . . . . 32
17.2.4. Notice to Account Debtors. . . . . . . . 32
17.2.5. Entry Upon Premises and Access to
Information. . . . . . . . . . . . . . 32
17.2.6. Borrower's Obligations.. . . . . . . . . 32
17.2.7. Exercise of Rights as Secured Party. . . 32
17.2.8. Miscellaneous. . . . . . . . . . . . . . 33
17.3. Application of Funds . . . . . . . . . . . . . . 33
17.4. Limitation of Liability; Waiver. . . . . . . . . 34
17.5. Notice . . . . . . . . . . . . . . . . . . . . . 34
18. Changes in Circumstances.. . . . . . . . . . . . . . . 34
18.1. Compensation for Increased Costs and Reduced
Returns; Capital Adequacy. . . . . . . . . . . 34
18.1.1. Increased Costs or Reduced Returns to
Lender . . . . . . . . . . . . . . . . 34
18.1.2. Capital Adequacy.. . . . . . . . . . . . 35
18.1.3. Notice to Borrower.. . . . . . . . . . . 35
18.2. Limitations on LIBOR Tranches. . . . . . . . . . 35
18.3. Illegality . . . . . . . . . . . . . . . . . . . 36
18.4. Compensation . . . . . . . . . . . . . . . . . . 36
18.5. Treatment of Affected Tranches . . . . . . . . . 36
19. Taxes. . . . . . . . . . . . . . . . . . . . . . . . . 37
19.1. Gross-Up . . . . . . . . . . . . . . . . . . . . 37
19.2. Lender's Undertaking . . . . . . . . . . . . . . 37
20. Usury Limitations. . . . . . . . . . . . . . . . . . . 37
21. General. . . . . . . . . . . . . . . . . . . . . . . . 38
21.1. Lender's Right to Cure . . . . . . . . . . . . . 38
21.2. Rights Not Exclusive . . . . . . . . . . . . . . 38
21.3. Survival of Agreements . . . . . . . . . . . . . 38
21.4. Sale of Participations . . . . . . . . . . . . . 38
21.5. Assignments to Affiliates. . . . . . . . . . . . 39
21.6. Payment of Expenses. . . . . . . . . . . . . . . 39
21.7. General Indemnity. . . . . . . . . . . . . . . . 39
21.7.1. . . . . . . . . . . . . . . . . . . . . . 39
21.7.3. . . . . . . . . . . . . . . . . . . . . . 40
21.8. Loan Records.. . . . . . . . . . . . . . . . . . 40
21.9. Other Security and Guaranties. . . . . . . . . . 40
22. Miscellaneous. . . . . . . . . . . . . . . . . . . . . 40
22.1. Notices. . . . . . . . . . . . . . . . . . . . . 40
22.2. Amendments, Waivers and Consents.. . . . . . . . 41
22.3. Successors and Assigns.. . . . . . . . . . . . . 41
22.4. Severability.. . . . . . . . . . . . . . . . . . 41
22.5. Counterparts.. . . . . . . . . . . . . . . . . . 41
22.6. Governing Law; No Third Party Rights . . . . . . 41
22.7. Counterpart Facsimile Execution. . . . . . . . . 42
22.8. No Other Agreements. . . . . . . . . . . . . . . 42
22.9. Incorporation By Reference.. . . . . . . . . . . 42
22.10.Negotiated Transaction.. . . . . . . . . . . . . 42
22.11.Mandatory Arbitration. . . . . . . . . . . . . . 42
22.11.1. Special Rules. . . . . . . . . . . . . . 42
22.11.2. Reservation Of Rights. . . . . . . . . . 43
23. Choice of Forum. . . . . . . . . . . . . . . . . . . . 43

24. Service of Process.. . . . . . . . . . . . . . . . . . 43
25. Jury Trial.. . . . . . . . . . . . . . . . . . . . . . 44
26. Statutory Notice.. . . . . . . . . . . . . . . . . . . 44

[EXHIBIT 10(i)]

AMENDMENT NUMBER ONE
TO
LOAN AGREEMENT
EFFECTIVE OCTOBER 30, 1998
BY AND BETWEEN
NATIONSBANK, N.A.
AND
INTRAV, INC.

In consideration of their mutual agreements herein and for other
sufficient consideration, the receipt of which is hereby acknowledged,
INTRAV, INC. ("Borrower") and NATIONSBANK, N.A. ("Lender") agree as
follows:

1. DEFINITIONS; SECTION REFERENCES. The term "Original Loan
Agreement" means the Loan Agreement effective October 30, 1998, between
Borrower and Lender. The term "this Amendment" means this Amendment.
The term Loan Agreement means the Original Loan Agreement as amended by
this Amendment. Capitalized terms used and not otherwise defined herein
have the meanings defined in the Loan Agreement.

2. EFFECTIVE DATE OF THIS AMENDMENT. This Amendment will be
effective as of January 18, 1999.

3. AMENDMENTS TO ORIGINAL LOAN AGREEMENT. The Original Loan
Agreement is amended as follows:

3.1. LETTER OF CREDIT COMMITMENT. The amount of the Letter of
Credit Commitment stated in Section 3.2 of the Original Loan
Agreement is changed from $1,000,000 to $2,500,000.

3.2. DEFINITION OF FUNDED DEBT. The definition of "Funded Debt"
in Section 16.1 is changed to read in its entirety as
follows:

"'Funded Debt' means, at any date, the sum of, without
duplication, (i) the amount of all notes payable in one year or
less, (ii) the amount of the Indebtedness permitted under Section
15.2.4, (iii) the principal of all Indebtedness for borrowed
money, including current maturities thereof, (iii) the unamortized
capitalized amount of all Capital Leases and (iv) the amount of
all Surety Obligations (other than Letters of Credit that are
provided as security with respect to other types of Surety
Obligations), all as of such date."

4. REPRESENTATIONS AND WARRANTIES OF BORROWER. Borrower hereby
represents and warrants to Lender that (i) execution of this Amendment
has been duly authorized by all requisite action of Borrower; (ii) no
consents are necessary from any third parties for Borrower's execution,
delivery or performance of this Amendment, (iii) this Amendment and the
Loan Agreement as amended hereby constitute the legal, valid and binding
obligations of Borrower enforceable against Borrower in accordance with
their terms, except to the extent that the enforceability thereof
against Borrower may be limited by bankruptcy, insolvency or other laws
affecting the enforceability of creditors rights generally or by equity
principles of general application, (iv) all of the representations and
warranties contained in Section 12 of the Original Loan Agreement are
true and correct in all material respects with the same force and effect
as if made on and as of the effective date of this Amendment, (v) there
is no Existing Default, and (vi) no Default or Event or Default will
occur immediately or with the passage of time or giving of notice as a
consequence of this Amendment becoming effective.

5. EFFECT OF AMENDMENT. The execution, delivery and effectiveness of
this Amendment shall not operate as a waiver of any right, power or
remedy of Lender under the Loan Agreement or any of the other Loan
Documents, nor constitute a waiver of any provision of the Loan
Agreement, any of the other Loan Documents or any Existing Default, nor
act as a release or subordination of the Security Interests of Lender
under the Security Documents. Each reference in the Loan Agreement to
"the Agreement", "hereunder", "hereof", "herein", or words of like
import, shall be read as referring to the Loan Agreement as amended
hereby.

6. REAFFIRMATION. Borrower hereby acknowledges and confirms that (i)
except as expressly amended hereby the Original Loan Agreement and other
Loan Documents remain in full force and effect, (ii) Borrower has no
defenses to its obligations under the Loan Agreement and the other Loan
Documents, (iii) the Security Interests of Lender under the Security
Documents continue in full force and effect and have the same priority
as before this Amendment, and (iv) Borrower has no claim against Lender
arising from or in connection with the Loan Agreement or the other Loan
Documents.

7. COUNTERPARTS. This Amendment may be executed by the parties
hereto on any number of separate counterparts, and all such counterparts
taken together shall constitute one and the same instrument. It shall
not be necessary in making proof of this Amendment to produce or account
for more than one counterpart signed by the party to be charged.

8. COUNTERPART FACSIMILE EXECUTION. This Amendment, or a signature
page thereto intended to be attached to a copy of this Amendment, signed
and transmitted by facsimile machine or telecopier shall be deemed and
treated as an original document. The signature of any person thereon,
for purposes hereof, is to be considered as an original signature, and
the document transmitted is to be considered to have the same binding
effect as an original signature on an original document. At the request
of any party hereto, any facsimile or telecopy document is to be re-
executed in original form by the Persons who executed the facsimile or
telecopy document. No party hereto may raise the use of a facsimile
machine or telecopier or the fact that any signature was transmitted
through the use of a facsimile or telecopier machine as a defense to the
enforcement of this Amendment.

9. GOVERNING LAW; NO THIRD PARTY RIGHTS. This Amendment and the
rights and obligations of the parties hereunder shall be governed by and
construed and interpreted in accordance with the internal laws of the
State of Missouri applicable to contracts made and to be performed
wholly within such state, without regard to choice or conflict of laws
provisions.

10. INCORPORATION BY REFERENCE. Lender and Borrower hereby agree that
all of the terms of the Loan Documents are incorporated in and made a
part of this Amendment by this reference.

11. STATUTORY NOTICE. The following notice is given pursuant to
Section 432.045 of the Missouri Revised Statutes; nothing contained in
such notice will be deemed to limit or modify the terms of the Loan
Documents or this Amendment:

ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO
FORBEAR FROM ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO
EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE. TO PROTECT YOU
(BORROWER(S)) AND US (CREDITOR) FROM MISUNDERSTANDING OR
DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE
CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER
AGREE IN WRITING TO MODIFY IT.

12. STATUTORY NOTICE--INSURANCE. The following notice is given
pursuant to Section 427.120 of the Missouri Revised Statutes; is deemed
incorporated into the Loan Agreement, and nothing contained in such
notice shall be deemed to limit or modify the terms of the Loan
Documents.

UNLESS YOU PROVIDE EVIDENCE OF THE INSURANCE COVERAGE REQUIRED BY
YOUR AGREEMENT WITH US, WE MAY PURCHASE INSURANCE AT YOUR EXPENSE
TO PROTECT OUR INTERESTS IN YOUR COLLATERAL. THIS INSURANCE MAY,
BUT NEED NOT, PROTECT YOUR INTERESTS. THE COVERAGE THAT WE
PURCHASE MAY NOT PAY ANY CLAIM THAT YOU MAKE OR ANY CLAIM THAT IS
MADE AGAINST YOU IN CONNECTION WITH THE COLLATERAL. YOU MAY LATER
CANCEL ANY INSURANCE PURCHASED BY US, BUT ONLY AFTER PROVIDING
EVIDENCE THAT YOU HAVE OBTAINED INSURANCE AS REQUIRED BY OUR
AGREEMENT. IF WE PURCHASE INSURANCE FOR THE COLLATERAL, YOU WILL
BE RESPONSIBLE FOR THE COSTS OF THAT INSURANCE, INCLUDING THE
INSURANCE PREMIUM, INTEREST AND ANY OTHER CHARGES WE MAY IMPOSE IN
CONNECTION WITH THE PLACEMENT OF THE INSURANCE, UNTIL THE
EFFECTIVE DATE OF THE CANCELLATION OR EXPIRATION OF THE INSURANCE.
THE COSTS OF THE INSURANCE MAY BE ADDED TO YOUR TOTAL OUTSTANDING
BALANCE OR OBLIGATION. THE COSTS OF THE INSURANCE MAY BE MORE
THAN THE COST OF INSURANCE YOU MAY BE ABLE TO OBTAIN ON YOUR OWN.

IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed by appropriate duly authorized officers as of the effective
date first above written.

INTRAV, INC. NATIONSBANK, N.A.
by its Executive Vice President by its Senior Vice President
and Chief Financial Officer

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Notice Address: Notice Address:
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Exhibit 10(i)] AMENDED AND RESTATED LOAN AGREEMENT between NATIONSBANK, N.A. (successor by merger to The Boatmen's National Bank of St. Louis) as "Lender" and INTRAV, INC. as "Borrower"

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