ANY SUBORDINATED DEBT ON ANY DAY OTHER THAN THE STATED, SCHEDULED
DATE (SUBJECT TO ANY APPLICABLE GRACE PERIOD) FOR SUCH PAYMENT SET FORTH IN THE
DOCUMENT OR AGREEMENT EVIDENCING OR GOVERNING SUCH SUBORDINATED DEBT, (II) MAKE
ANY VOLUNTARY OR MANDATORY PREPAYMENT (OTHER THAN ANY PAYMENT UTILIZING PROCEEDS
FROM THE ISSUANCE OF ANY EQUITY SECURITIES BY HOLDINGS OR ANY PARENT ENTITY) OF
PRINCIPAL OF, OR REDEEM, PURCHASE OR DEFEASE, ANY SUBORDINATED DEBT, OR
(III) CONSENT TO ANY AMENDMENT, SUPPLEMENT OR OTHER MODIFICATION OF ANY OF THE
TERMS OR PROVISIONS CONTAINED IN, OR APPLICABLE TO, ANY DOCUMENT OR AGREEMENT
EVIDENCING OR GOVERNING SUBORDINATED DEBT, EXCEPT TO THE EXTENT THAT SUCH
AMENDMENT, SUPPLEMENT OR OTHER MODIFICATION WOULD EXTEND THE DATE OR REDUCE THE
AMOUNT OF ANY REQUIRED REPAYMENT OR REDEMPTION OR WOULD AMEND, SUPPLEMENT OR
MODIFY ANY TERM OR PROVISION IN A MANNER NOT ADVERSE TO THE RIGHTS OR INTERESTS
OF TRAVELERS.
NOTWITHSTANDING THE FOREGOING, HOLDINGS AND ITS SUBSIDIARIES
SHALL BE (I) PERMITTED TO REFINANCE THE NOTE INDENTURE OBLIGATIONS IN CONNECTION
WITH A PERMITTED NOTE REFINANCING AND (II) PERMITTED TO, WITH THE PRIOR CONSENT
OF TRAVELERS (SUCH CONSENT NOT TO BE UNREASONABLY WITHHELD), MAKE ANY PAYMENT OF
INTEREST ON OR PRINCIPAL OF, OR REDEEM, PURCHASE OR DEFEASE, ANY SUBORDINATED
DEBT IN AN AGGREGATE AMOUNT NOT TO EXCEED IN ANY FISCAL YEAR AN AMOUNT EQUAL TO
(X) $5,000,000 MINUS (Y) THE AGGREGATE AMOUNT OF DIVIDENDS AND DISTRIBUTIONS
PAID BY HOLDINGS IN SUCH FISCAL YEAR PURSUANT TO SECTION 6.16(B) .
2
(B)
HOLDINGS SHALL PROMPTLY GIVE NOTICE IN WRITING TO TRAVELERS OF THE
RECEIPT BY THE TRUSTEE UNDER THE DEBT INDENTURE OF ANY PAYMENT BLOCKAGE NOTICE.
SECTION 3.
CONDITIONS PRECEDENT.
The provisions of this Amendment shall be effective upon receipt by TRAVELERS of
the documents listed below:
(A)
THIS AMENDMENT DULY EXECUTED BY ALL PARTIES HERETO.
SECTION 4.
REPRESENTATIONS AND WARRANTIES.
To induce TRAVELERS to enter into this Amendment, the INDEMNITORS represent and
warrant to TRAVELERS as of the date hereof and after giving effect to this
Amendment that:
(A)
THE REPRESENTATIONS AND WARRANTIES CONTAINED IN ARTICLE V OF THE
AGREEMENT, IN SECTION 4 OF EACH SECURITY AGREEMENT (A/R), IN SECTION 4 OF EACH
SECURITY AGREEMENT (EQUIPMENT), IN SECTION 4 OF THE PLEDGE AGREEMENT AND IN
ARTICLE I OF EACH OF THE VESSEL MORTGAGES, ARE CORRECT IN ALL MATERIAL RESPECTS
ON AND AS OF THE DATE HEREOF AS THOUGH MADE ON AND AS OF SUCH DATE EXCEPT TO THE
EXTENT STATED TO RELATE TO AN EARLIER DATE, IN WHICH CASE SUCH REPRESENTATION
AND WARRANTY SHALL BE CORRECT AS OF SUCH EARLIER DATE.
(B)
NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
SECTION 5.
GENERAL.
(A)
AS HEREBY MODIFIED, THE AGREEMENT SHALL REMAIN IN FULL FORCE AND
EFFECT AND IS HEREBY RATIFIED, APPROVED AND CONFIRMED IN ALL RESPECTS.
(B)
THIS AMENDMENT SHALL BE BINDING UPON AND SHALL INURE TO THE
BENEFIT OF THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
(C)
THIS AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS AND
BY