EXHIBIT 10.2(c)
INSTRUMENT OF ADHERENCE
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December 31, 1996
To the Banks Referred to Below
c/o The First National Bank of Boston, as Agent
000 Xxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Ladies and Gentlemen:
Reference is made to the Revolving Credit Agreement, dated as of July 11,
1994, as the same is amended, restated, modified or supplemented from time to
time (such agreement, as in effect from time to time, the "Credit Agreement"),
among Xxxxx Transportation Company, each of the other Borrowers (as defined in
the Credit Agreement) (each of the foregoing, individually, a "Borrower", and,
collectively, the "Borrowers"), The First National Bank of Boston, such other
lenders as are or may become parties thereto from time to time (collectively,
the "Banks") and The First National Bank of Boston as agent for the Banks (the
"Agent"). Capitalized terms which are used herein without definition and which
are defined in the Credit Agreement shall have the same meanings herein as in
the Credit Agreement.
Each of (i) SEABOARD BARGE CORPORATION, a Delaware corporation, (ii)
PETROLEUM TRANSPORT CORPORATION, a Delaware corporation, and (iii) XXXXX TOWING
OF DELAWARE, INC., a Delaware corporation, hereby agrees to become a Borrower
under the Credit Agreement and to comply with and be bound by all of the terms,
conditions and covenants thereof. Without limiting the generality of the
preceding sentence, each of the undersigned agrees that it shall be jointly and
severally liable, together with the Borrowers, for the payment and performance
of all obligations of the Borrowers under the Credit Agreement as supplemented
hereby. Concurrently, each of the undersigned has executed an Allonge, of even
date herewith, to the original Note.
Each of the undersigned represents and warrants to the Banks and the Agent
that:
(a) it is a Restricted Subsidiary of Xxxxx;
(b) no provision of its charter, other incorporation papers, by-
laws or stock provisions prohibits the undersigned from making
distributions to the Borrowers;
(c) it is capable of complying with and is in compliance with all
of the provisions of the Credit Agreement; and
(d) its chief executive office and principal place of business is
located at Xxx Xxxxxxxxx Xxxxx, Xxxxxxxxx, XX 00000, at which
location its books and records are kept.
Each of the undersigned hereby affirms that each of the representations and
warranties set forth in (S)7 of the Credit Agreement is true and correct with
respect to the undersigned as of the date hereof.
The following documents are delivered to the Agent concurrently with this
Instrument of Adherence:
(a) a legal opinion of Xxxx Xxxxx & Xxxxxxx LLP as to the legal,
valid and binding nature of the Loan Documents, as supplemented
hereby, with respect to the Borrowers, including, without limitation,
each of the undersigned;
(b) copies, certified by a duly authorized officer of each of the
undersigned to be true and complete as of the date hereof, of each of
(i) the charter documents of each of the undersigned as in effect on
the date hereof, (ii) the by-laws of each of the undersigned as in
effect on the date hereof, (iii) the resolutions of the Board of
Directors of each of the undersigned authorizing the execution and
delivery of this Instrument of Adherence and each of the undersigned's
performance of all of the transactions contemplated hereby and by the
Credit Agreement as supplemented hereby, and (iv) an incumbency
certificate giving the name and bearing a specimen signature of each
individual who shall be authorized to sign, in each of the
undersigned's name and on its behalf, each of this Instrument of
Adherence, the Allonge and the other Loan Documents, and to give
notices and to take other action on its behalf under the Loan
Documents; and
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(c) a certificate of the Secretary of State of Delaware of a recent
date as to each of the undersigned's corporate existence, good
standing and tax payment status.
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This Instrument of Adherence shall take effect as a sealed instrument and
shall be governed by and construed in accordance with the laws of the
Commonwealth of Massachusetts.
Very truly yours,
SEABOARD BARGE CORPORATION
By:/s/ Xxxx Xxxxxxxxxxx
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Name: Xxxx Xxxxxxxxxxx
Title: Secretary
PETROLEUM TRANSPORT CORPORATION
By: /s/ Xxxx Xxxxxxxxxxx
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Name /s/ Xxxx Xxxxxxxxxxx
Title: Secretary
XXXXX TOWING OF DELAWARE, INC.
By: /s/ Xxxxxxx X. XxXxxxx
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Name: Xxxxxxx X. XxXxxxx
Title: Vice President
Accepted and Agreed:
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THE FIRST NATIONAL BANK OF
BOSTON, INDIVIDUALLY AND AS AGENT
By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxx Xxxxxx
Title: Vice President
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