JOINDER AGREEMENTAssumption Agreement |
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Exhibit 10.1
JOINDER AGREEMENT
April 4, 2006
Reference is made to the Second
Amended and Restated Credit Agreement dated as of February 27, 2004 (as
amended, amended and restated, supplemented or otherwise modified from time to
time, the “Credit Agreement”) among CROWLEY MARITIME
CORPORATION, a Delaware corporation (the “Borrower”),
the Initial Lenders (as defined in the Credit Agreement), Citibank, N.A., as
issuing bank, Citicorp USA, Inc., as administrative agent (together with any
successor agent appointed pursuant to Article VIII, the
“Administrative Agent”) for the Lender Parties and as Collateral
Agent (as defined in the Credit Agreement) and Citigroup Global Markets Inc. as
Arranger. Terms defined in the Credit Agreement are used herein with the same
meaning.
WHEREAS, the Borrower has requested
an increase in the Commitments pursuant to Section 2.17 of the Credit
Agreement (the “Revolving Credit Commitment Increase”); and
WHEREAS, Fortis Capital Corp. (the “Post-Increase
Revolving Credit Lender”) has agreed to provide an incremental
Commitment (an “Incremental Revolving Credit Commitment”)
and to become a party to the Credit Agreement;
NOW, THEREFORE, for good and valid
consideration, the sufficiency of which hereby is acknowledged, the
Post-Increase Revolving Credit Lender hereby agrees as follows:
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(1) The Post-Increase Revolving Credit Lender agrees to provide the
Incremental Revolving Credit Commitment set forth opposite its name on
Schedule 1 hereto, effective as of the date upon which the conditions
precedent set forth in Section 2.17(d) of the Credit Agreement shall
have been met (the “Increase Effective Date”). Such
Incremental Revolving Credit Commitment shall be subject to the terms and
conditions set forth in the Credit Agreement and shall be a
“Commitment” thereunder. |
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(2) Upon the Increase Effective Date, the Post-Increase Revolving Credit
Lender shall become a “Lender” under the Credit Agreement upon
the terms and subject to the conditions set forth therein. |
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(3) The Post-Increase Revolving Credit Lender (i) represents and
warrants that it is legally authorized to enter into this Joinder Agreement;
(ii) confirms that it has received a copy of the Credit Agreement and
each other Loan Document, together with copies of the financial statements
referred to in Section 4.01 of the Credit Agreement and such other
documents and information as it has deemed appropriate to make its own credit
analysis and decision to enter into this Joinder Agreement; (iii) agrees
that it will, independently and without reliance upon any Agent or any other
Lender and based on such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or
not taking action under the Credit Agreement; (iv) confirms that it is
an Eligible Assignee; (v) appoints and authorizes each Agent to take
such action as agent on its behalf and to exercise such powers and discretion
under the Loan Documents as are delegated to such Agent by the terms thereof,
together with such powers and discretion as are reasonably incidental
thereto; (vi) agrees that it will perform in accordance with their terms
all of the obligations that by the terms of the Credit Agreement and each other
Loan Document are required to be performed by it as a Lender; and
(vii) attaches any U.S. Internal Revenue Service forms required
under Section 2.13 of the Credit Agreement. |
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From and after the date hereof, the
Post-Increase Revolving Credit Lender shall (a) be a “Lender”
for all purposes under the Loan Documents, (b) have the rights and
obligations of a Lender under the Credit Agreement and under the other Loan
Documents, and (c) be bound by the provisions of the Loan Documents as a
Lender.
This Joinder Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. Delivery by telecopier of an executed counterpart of a signature p
