BY AUTHORIZED OFFICERS OF THE LOAN
PARTIES, THE ADMINISTRATIVE AGENT AND TRAVELERS PURSUANT TO WHICH SUCH PARTIES
AGREE THAT THE ADMINISTRATIVE AGENT'S SECURITY INTEREST IS PERFECTED AND
CONTINUING WITH RESPECT TO THE TAMPA HARBOR RECEIVABLE AND SENIOR IN PRIORITY TO
ANY AND ALL COMPETING LIENS, SECURITY INTERESTS OR OTHER CLAIMS; AND
(C)
PAYMENT IN FULL FROM THE BORROWER, IN
IMMEDIATELY AVAILABLE FUNDS, OF AN AMENDMENT FEE PAYABLE TO EACH LENDER
EXECUTING AND DELIVERING A COUNTERPART SIGNATURE PAGE TO THIS AGREEMENT ON OR
BEFORE JUNE 13, 2005 IN AN AMOUNT EQUAL TO 0.10% OF THE SUM OF SUCH LENDER'S
REVOLVING COMMITMENT, PLUS THE OUTSTANDING PRINCIPAL BALANCE OF SUCH LENDER'S
TRANCHE B TERM LOAN (THE "AMENDMENT FEE").
3.
REPRESENTATIONS, WARRANTIES AND
COVENANTS.
(A)
THE BORROWER AND EACH OTHER LOAN PARTY
HEREBY REPRESENTS AND WARRANTS THAT THIS AGREEMENT AND THE CREDIT AGREEMENT AS
AMENDED HEREBY (COLLECTIVELY, THE "AMENDMENT DOCUMENTS") CONSTITUTE LEGAL, VALID
AND BINDING OBLIGATIONS OF THE BORROWER AND THE OTHER LOAN PARTIES ENFORCEABLE
AGAINST THE BORROWER AND THE OTHER LOAN PARTIES IN ACCORDANCE WITH THEIR TERMS.
(B)
THE BORROWER AND EACH OTHER LOAN PARTY
HEREBY REPRESENTS AND WARRANTS THAT (I) ITS EXECUTION, DELIVERY AND PERFORMANCE
OF THIS AGREEMENT AND THE CREDIT AGREEMENT HAVE BEEN DULY AUTHORIZED BY ALL
PROPER CORPORATE OR LIMITED LIABILITY COMPANY ACTION, DO NOT VIOLATE ANY
PROVISION OF ITS ORGANIZATIONAL DOCUMENTS, WILL NOT VIOLATE ANY LAW, REGULATION,
COURT ORDER OR WRIT APPLICABLE TO IT, AND WILL NOT REQUIRE THE APPROVAL OR
CONSENT OF ANY GOVERNMENTAL AGENCY, OR OF ANY OTHER THIRD PARTY UNDER THE TERMS
OF ANY CONTRACT OR AGREEMENT TO WHICH IT OR ANY OF ITS AFFILIATES IS BOUND
(WHICH HAS NOT BEEN PREVIOUSLY OBTAINED), INCLUDING WITHOUT LIMITATION, THE NOTE
INDENTURE AND THE BONDING AGREEMENT AND (II) AFTER GIVING EFFECT TO THE
AMENDMENTS CONTEMPLATED BY SECTION 1 OF THIS AGREEMENT, ALL OBLIGATIONS WILL
CONSTITUTE, AND IF THE FULL AMOUNT OF THE REVOLVING COMMITMENT WERE UTILIZED BY
THE BORROWER ALL OBLIGATIONS ARISING WITH
4
RESPECT THERETO WOULD CONSTITUTE, "PERMITTED DEBT" UNDER AND AS DEFINED IN
SECTION 4.09 OF THE NOTE INDENTURE.
(C)
THE BORROWER AND EACH OTHER LOAN PARTY
HEREBY REPRESENTS AND WARRANTS THAT, BOTH BEFORE AND AFTER GIVING EFFECT TO THE
PROVISIONS OF THIS AGREEMENT, (I) NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING OR WILL HAVE OCCURRED AND BE CONTINUING AND (II) ALL OF THE
REPRESENTATIONS AND WARRANTIES OF THE BORROWER AND EACH OTHER LOAN PARTY
CONTAINED IN THE CREDIT AGREEMENT AND IN EACH OTHER LOAN DOCUMENT (OTHER THAN
REPRESENTATIONS AND WARRANTIES WHICH, IN ACCORDANCE WITH THEIR EXPRESS TERMS,
ARE MADE ONLY AS OF AN EARLIER SPECIFIED DATE) ARE, AND WILL BE, TRUE AND
CORRECT AS OF THE DATE OF ITS EXECUTION AND DELIVERY HEREOF OR THEREOF IN ALL
MATERIAL RESPECTS AS THOUGH MADE ON AND AS OF SUCH DATE.
(D)
THE BORROWER HEREBY AGREES TO PAY THE
AMENDMENT FEE TO THE ADMINISTRATIVE AGENT, FOR THE BENEFIT OF THE LENDERS, UPON
THE BORROWER'S EXECUTION AND DELIVERY OF THIS AGREEMENT.
4.
REAFFIRMATION, RATIFICATION AND