COAST ACQUISITION TRANSACTIONS SHALL HAVE BEEN OBTAINED AND SHALL BE IN FULL
FORCE AND EFFECT, AND ALL REQUIRED NOTICES HAVE BEEN GIVEN AND ALL REQUIRED
WAITING PERIODS SHALL HAVE EXPIRED, AND THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED A CERTIFICATE, IN ALL RESPECTS REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT, OF AN OFFICER OF BORROWER TO THE FOREGOING EFFECT.
(R)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED COPIES OF SUCH ENVIRONMENTAL STUDIES, SURVEYS AND REPORTS, IN FORM AND
SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT, AS THE ADMINISTRATIVE AGENT
MAY REASONABLY REQUIRE, WITH RESPECT TO THE REAL PROPERTY OWNED OR LEASED BY SEA
COAST TOWING OR SEA COAST LLC.
20
(S)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED AND BE REASONABLY SATISFIED WITH (I) THE AUDITED BALANCE SHEET OF SEA
COAST TOWING AS AT DECEMBER 31, 2002, DECEMBER 31, 2003 AND DECEMBER 31, 2004
AND THE AUDITED RESULTS OF OPERATIONS, CASH FLOWS AND STOCKHOLDERS' EQUITY OF
SEA COAST TOWING FOR THE FISCAL YEARS ENDING ON DECEMBER 31, 2003 AND
DECEMBER 31, 2004, IN EACH CASE PREPARED IN ACCORDANCE WITH GAAP CONSISTENTLY
APPLIED, (II) THE FINANCIAL STATEMENTS OF SEA COAST TOWING AS AT AND FOR THE
FISCAL QUARTER ENDING ON JUNE 30, 2005 AND THE THEN ELAPSED PORTION OF THE
FISCAL YEAR, SETTING FORTH IN EACH CASE IN COMPARATIVE FORM THE FIGURES FOR THE
CORRESPONDING FISCAL QUARTER END, AND PERIOD OR PERIODS, OF THE PREVIOUS FISCAL
YEAR, (III) BIOGRAPHICAL INFORMATION IN FORM AND SUBSTANCE SATISFACTORY TO THE
ADMINISTRATIVE AGENT WITH RESPECT TO SUCH MEMBERS OF SEA COST TOWING'S OFFICERS
AS THE ADMINISTRATIVE AGENT MAY REASONABLY REQUEST, TOGETHER WITH A SUMMARY OF
THE ANTICIPATED ROLES OF SUCH OFFICERS AFTER THE CONSUMMATION OF THE SEA COAST
ACQUISITION AND (IV) THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS (WITH AN
UNQUALIFIED OPINION) OF BORROWER AND K-SEA AS AT AND FOR THE FISCAL YEAR ENDING
JULY 1, 2005, PREPARED AND CERTIFIED BY PRICEWATERHOUSECOOPERS LLP.
(T)
THE ADMINISTRATIVE AGENT SHALL HAVE
RECEIVED AND BE SATISFIED WITH CONSOLIDATED AND CONSOLIDATING PRO FORMA BALANCE
SHEETS OF THE BORROWER AND ITS SUBSIDIARIES AS OF THE AMENDMENT NO. 1 EFFECTIVE
DATE, AFTER GIVING EFFECT TO THE SEA COAST ACQUISITION TRANSACTIONS (INCLUDING
ALL DEBT AND EQUITY ISSUANCES IN CONNECTION THEREWITH).
(U)
ALL INDEBTEDNESS OF SEA COAST TOWING OR SEA
COAST LLC TO BANK OF AMERICA, N.A. (AS TRUSTEE FOR CERTAIN SECURED CREDITORS)
SHALL HAVE BEEN UNCONDITIONALLY PAID IN FULL, SEA COAST TOWING AND SEA COAST LLC
SHALL HAVE TERMINATED ANY COMMITMENTS OR LINES OF CREDIT MADE AVAILABLE TO SEA
COAST TOWING OR SEA COAST LLC, ANY AND ALL GUARANTIES BY SEA COAST TOWING OR SEA
COAST LLC OF ANY INDEBTEDNESS, LIABILITIES OR OBLIGATIONS OF ANY OTHER PERSON
SHALL HAVE BEEN TERMINATED AND ALL LIENS, IF ANY, SECURING SUCH INDEBTEDNESS OR
GUARANTIES SHALL HAVE BEEN RELEASED OR TERMINATED, AND ALL OTHER OBLIGATIONS, IF
ANY, WITH RESPECT THERETO SHALL HAVE BEEN DULY AND FINALLY EXTINGUISHED.
(V)
THE EBITDA OF BORROWER AND THE GUARANTORS
FOR THE FOUR FISCAL QUARTER PERIOD ENDING JUNE 30, 2005, DETERMINED ON A PRO
FORMA BASIS AS