CONSUMMATION OF THE MERGER:
(A)
PROMPTLY FOLLOWING THE MERGER AND THE
SATISFACTION OF THE CONDITIONS PRECEDENT SET FORTH ABOVE, THE LENDER SHALL
RETURN TO A REPRESENTATIVE OF THE BORROWER MARKED AS CANCELLED THE SECURED
PROMISSORY NOTE DATED DECEMBER 17, 2003 EXECUTED BY THE BORROWER IN THE ORIGINAL
PRINCIPAL AMOUNT OF $23,400,000;
(B)
PROMPTLY FOLLOWING THE MERGER, GREAT LAKES
LLC SHALL DELIVER TO THE LENDER UPDATED CERTIFICATES OF OWNERSHIP AND
CERTIFICATES OF DOCUMENTATION FOR EACH OF THE VESSELS FLORIDA, KEY WEST AND G.L.
184; AND
(C)
PROMPTLY FOLLOWING THE MERGER, GREAT LAKES
LLC SHALL PREPARE, WITH RESPECT TO EACH VESSEL, A NEW NOTICE OF MORTGAGE AND,
WITH RESPECT TO THE VESSEL FLORIDA, OFFICIAL NUMBER 506446, A LETTER TO THE
MASTER IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE LENDER, THE RECEIPT
OF WHICH SHALL BE ACKNOWLEDGED BY THE MASTER OF SUCH VESSEL.
7.
REPRESENTATIONS AND WARRANTIES.
IN
ORDER TO INDUCE THE LENDER TO ENTER INTO THIS AGREEMENT, THE BORROWER AND THE
GUARANTOR HEREBY REPRESENT AND WARRANT TO THE LENDER, IN EACH CASE AFTER GIVING
EFFECT TO THIS AGREEMENT, AS FOLLOWS:
5
(A)
EACH OF THE BORROWER AND THE GUARANTOR HAS
THE RIGHT, POWER AND CAPACITY AND HAS BEEN DULY AUTHORIZED AND EMPOWERED BY ALL
REQUISITE CORPORATE AND SHAREHOLDER ACTION TO ENTER INTO, EXECUTE, DELIVER AND
PERFORM THIS AGREEMENT AND ALL AGREEMENTS, DOCUMENTS AND INSTRUMENTS EXECUTED
AND DELIVERED PURSUANT TO THIS AGREEMENT.
(B)
THIS AGREEMENT CONSTITUTES EACH OF THE
BORROWER'S AND THE GUARANTOR'S LEGAL, VALID AND BINDING OBLIGATION, ENFORCEABLE
AGAINST IT, EXCEPT AS ENFORCEMENT THEREOF MAY BE SUBJECT TO THE EFFECT OF ANY
APPLICABLE BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR SIMILAR LAWS
AFFECTING CREDITORS' RIGHTS GENERALLY AND GENERAL PRINCIPLES OF EQUITY
(REGARDLESS OF WHETHER SUCH ENFORCEMENT IS SOUGHT IN A PROCEEDING IN EQUITY OR
AT LAW OR OTHERWISE).
(C)
THE EXECUTION, DELIVERY AND PERFORMANCE OF
THIS AGREEMENT BY THE BORROWER AND THE GUARANTOR DOES NOT AND WILL NOT VIOLATE
SUCH PARTY'S CERTIFICATE OR ARTICLES OF INCORPORATION (AS APPLICABLE) OR
BY-LAWS, ANY LAW, RULE, REGULATION, ORDER, WRIT, JUDGMENT, DECREE OR AWARD
APPLICABLE TO THE BORROWER OR THE GUARANTOR OR ANY CONTRACTUAL PROVISION TO
WHICH THE BORROWER OR THE GUARANTOR IS A PARTY OR TO WHICH THE BORROWER OR THE
GUARANTOR OR ANY OF THEIR RESPECTIVE PROPERTIES IS SUBJECT.
(D)
NO AUTHORIZATION OR APPROVAL OR OTHER ACTION
BY, AND NO NOTICE TO OR FILING OR REGISTRATION WITH, ANY GOVERNMENTAL AUTHORITY
OR REGULATORY BODY (OTHER THAN THOSE WHICH HAVE BEEN OBTAINED AND ARE IN FORCE
AND EFFECT) IS REQUIRED IN CONNECTION WITH THE EXECUTION, DELIVERY AND
PERFORMANCE BY THE BORROWER OR THE GUARANTOR OF THIS AGREEMENT AND ALL
AGREEMENTS, DOCUMENTS AND INSTRUMENTS EXECUTED AND DELIVERED PURSUANT TO THIS
AGREEMENT.
(E)
NO EVENT OF DEFAULT OR DEFAULT EXISTS UNDER
THE CREDIT AGREEMENT OR WOULD EXIST AFTER GIVING EFFECT TO THIS AGREEMENT.
8.
MISCELLANEOUS.
THE PARTIES HERETO
HEREBY FURTHER AGREE AS FOLLOWS:
(A)
PAYMENT OF COSTS.
THE BORROWER HEREBY
AGREES TO PAY ALL REASONABLE OUT-OF-POCKET COSTS AND EXPENSES (EVIDENCED BY
INVOICES IN REASONABLE DETAIL) INCURRED BY THE