hereby represents and warrants to the Lenders that the Dissolving
Subsidiaries do not own any Vessels or material assets.
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C.
MISCELLANEOUS PROVISIONS
1.
IN ORDER TO INDUCE THE LENDERS TO ENTER INTO THIS SECOND AMENDMENT,
THE BORROWER HEREBY REPRESENTS AND WARRANTS TO EACH OF THE LENDERS THAT
IMMEDIATELY AFTER GIVING EFFECT TO THIS SECOND AMENDMENT (I) ALL OF THE
REPRESENTATIONS AND WARRANTIES CONTAINED IN THE CREDIT AGREEMENT AND IN THE
OTHER CREDIT DOCUMENTS ARE TRUE AND CORRECT IN ALL MATERIAL RESPECTS ON AND AS
OF THE SECOND AMENDMENT EFFECTIVE DATE (AS DEFINED BELOW) (UNLESS SUCH
REPRESENTATIONS AND WARRANTIES RELATE TO A SPECIFIC EARLIER DATE, IN WHICH CASE
SUCH REPRESENTATIONS AND WARRANTIES SHALL BE TRUE AND CORRECT IN ALL MATERIAL
RESPECTS AS OF SUCH EARLIER DATE) AND (II) THERE EXISTS NO DEFAULT OR EVENT OF
DEFAULT ON THE SECOND AMENDMENT EFFECTIVE DATE.
2.
THIS SECOND AMENDMENT IS LIMITED AS SPECIFIED AND SHALL NOT
CONSTITUTE A MODIFICATION, ACCEPTANCE OR WAIVER OF ANY OTHER PROVISION OF THE
CREDIT AGREEMENT OR ANY OTHER CREDIT DOCUMENT.
3.
THIS SECOND AMENDMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS
AND BY THE DIFFERENT PARTIES HERETO ON SEPARATE COUNTERPARTS, EACH OF WHICH
COUNTERPARTS WHEN EXECUTED AND DELIVERED SHALL BE AN ORIGINAL, BUT ALL OF WHICH
SHALL TOGETHER CONSTITUTE ONE AND THE SAME INSTRU­MENT.
A COMPLETE SET OF
COUNTERPARTS EXECUTED BY ALL THE PARTIES HERETO SHALL BE LODGED WITH THE
BORROWER AND THE ADMINISTRATIVE AGENT.
4.
THIS SECOND AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE
STATE OF NEW YORK.
5.
THIS SECOND AMENDMENT SHALL BECOME EFFECTIVE ON THE DATE (THE
"SECOND AMENDMENT EFFECTIVE DATE") WHEN:
(I)
THE BORROWER, EACH SUBSIDIARY GUARANTOR
AND THE REQUIRED LENDERS SHALL HAVE SIGNED A COUNTERPART HEREOF (WHETHER THE
SAME OR DIFFERENT COUNTERPARTS) AND SHALL HAVE DELIVERED (INCLUDING BY WAY OF
FACSIMILE TRANSMISSION) THE SAME TO THE ADMINISTRATIVE AGENT; AND
(II)
EACH VESSEL MORTGAGE SHALL HAVE BEEN
AMENDED (SUCH AMENDMENTS, THE "VESSEL MORTGAGE AMENDMENTS") IN A MANNER
REASONABLY SATISFACTORY IN FORM AND SUBSTANCE TO THE ADMINISTRATIVE AGENT TO
SECURE THE OBLIGATIONS;
(III)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
A CERTIFICATE, DATED THE SECOND AMENDMENT EFFECTIVE DATE, SIGNED BY AN
AUTHORIZED OFFICER, MEMBER OR GENERAL PARTNER OF EACH CREDIT PARTY, AND ATTESTED
TO BY THE SECRETARY OR ANY ASSISTANT SECRETARY (OR, TO THE EXTENT SUCH CREDIT
PARTY DOES NOT HAVE A SECRETARY OR ASSISTANT SECRETARY, THE ANALOGOUS PERSON
WITHIN SUCH CREDIT PARTY) OF SUCH CREDIT PARTY, AS THE CASE MAY BE, TOGETHER
WITH COPIES OF THE RESOLUTIONS OF SUCH CREDIT PARTY REFERRED TO IN SUCH
CERTIFICATE, AND THE FOREGOING SHALL BE REASONABLY ACCEPTABLE TO THE
ADMINISTRATIVE AGENT;
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(IV)
THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED
FROM KRAMER LEVIN NAFTALIS & FRANKEL LLP, SPECIAL NEW YORK COUNSEL TO THE
BORROWER AND ITS SUBSIDIARIES REASONABLY SATISFACTORY TO THE ADMINISTRATIVE
AGENT, AN OPINION ADDRESSED TO THE ADMINISTRATIVE AGENT AND EACH OF THE LENDERS
AND DATED THE SECOND AMENDMENT EFFECTIVE