ESCROW RELEASE DATE ASSUMPTION AND JOINDER AGREEMENT (this “Assumption and Joinder Agreement”), dated as of January 25, 2024 among GN LOANCO, LLC, a Delaware limited liability company (“Escrow Borrower”), CLUE OPCO LLC, a Delaware limited liability...
Exhibit 10.2
Execution Version
ESCROW RELEASE DATE ASSUMPTION AND JOINDER AGREEMENT (this “Assumption and Joinder Agreement”), dated as of January 25, 2024 among GN LOANCO, LLC, a Delaware limited liability company (“Escrow Borrower”), CLUE OPCO LLC, a Delaware limited liability company (“Borrower”), FORWARD AIR CORPORATION, a Tennessee corporation (“Parent Guarantor”), the Subsidiaries of Borrower party hereto (the “Subsidiary Guarantors” and, collectively with Parent Guarantor, the “Guarantors”) and CITIBANK, N.A., as administrative agent and collateral agent for the Lenders and L/C Issuers (together, with any permitted successors in such capacity, “Agent”).
W I T N E S S E T H :
WHEREAS on December 19, 2023 (the “Escrow Funding Date”), Escrow Borrower (i) borrowed $1,125,000,000 aggregate principal amount of Term B Loans under the Credit Agreement (the “Credit Agreement”), dated as of the Escrow Funding Date, by and among, inter alia, Escrow Borrower and Agent, and (ii) deposited the proceeds of the Term B Loans and other funds into the Escrow Account; and
WHEREAS on the Escrow Release Date, (i) Parent Guarantor, Borrower and the Subsidiary Guarantors shall enter into this Assumption and Joinder Agreement substantially simultaneously with the release of the proceeds of the Term B Loans and the other Escrowed Property from the Escrow Account, and then (ii) immediately after the completion of the actions set forth in the foregoing clause (i), the Escrow Merger shall occur.
Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.
NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Escrow Borrower, Borrower and the Guarantors mutually covenant and agree for the benefit of Agent, the L/C Issuers and the Lenders as follows:
1. Agreement to Assume. Borrower hereby assumes all of the Obligations of Escrow Borrower under the Credit Agreement and hereafter shall be deemed to be “Borrower” for all purposes under the Credit Agreement and the other Loan Documents.
2. Agreement to Guarantee. Each Guarantor hereby agrees, jointly and severally with each other Guarantor, to unconditionally guarantee Borrower’s Obligations on the terms and subject to the conditions set forth in Article 13 of the Credit Agreement and to be bound as a Guarantor by all the other applicable provisions of the Credit Agreement.
3. Ratification of Credit Agreement; Assumption and Joinder Agreement Part of Credit Agreement. Except as expressly amended hereby, the Credit Agreement is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Assumption and Joinder Agreement shall form a part of the Credit Agreement for all purposes, and Agent, each L/C Issuer and each Lender shall be bound hereby.
4. Governing Law. THIS ASSUMPTION AND JOINDER AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.
5. Counterparts. This Assumption and Joinder Agreement may be executed in any number of separate counterparts and by different parties 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. Signature pages may be detached from multiple separate counterparts and attached to a single counterpart. The words “executed,” and words of like import in this Assumption and Joinder Agreement shall be deemed to include electronic signatures or electronic records, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act.
6. Section Titles. The Section titles contained in this Assumption and Joinder Agreement are and shall be without substantive meaning or content of any kind whatsoever and are not a part of the agreement between the parties hereto.
7. Effectiveness; Successors and Assigns. This Assumption and Joinder Agreement shall become effective when it shall have been executed by Xxxxxx Xxxxxxxx, Borrower, the Guarantors and Agent. Thereafter, it shall be binding upon and inure to the benefit of, but only to the benefit of, Xxxxxxxx, the Guarantors, Agent, each L/C Issuer and each Lender, and their respective successors and permitted assigns.
8. Severability. Wherever possible, each provision of this Assumption and Joinder Agreement shall be interpreted in such a manner as to be effective and valid under applicable law, but if any provision of this Assumption and Joinder Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Assumption and Joinder Agreement.
9. Amendments and Modification. This Assumption and Joinder Agreement may be amended, modified, or supplemented only as permitted by the Credit Agreement and by written agreement of each of the parties hereto.
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IN WITNESS WHEREOF, the parties hereto have caused this Assumption and Joinder Agreement to be duly executed as of the date first above written.
| GN LOANCO, LLC, as Escrow Borrower | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxx | ||
| Title: Chief Financial Officer and Treasurer | ||
| CLUE OPCO LLC, as Borrower | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxx | ||
| Title: Chief Financial Officer and Treasurer | ||
| FORWARD AIR CORPORATION, as Parent Guarantor | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxx | ||
| Title: Chief Financial Officer and Treasurer | ||
[Signature Page to Assumption and Joinder Agreement]
| CENTRAL STATES TRUCKING LLC FACSBI, LLC FAF, LLC FORWARD AIR LOGISTICS SERVICES, LLC FORWARD AIR ROYALTY, LLC FORWARD AIR SERVICES, LLC FORWARD AIR TECHNOLOGY AND LOGISTICS SERVICES, LLC FORWARD AIR, LLC TAF, LLC TOWNE AIR FREIGHT, LLC TOWNE HOLDINGS, LLC TQI HOLDINGS, LLC TQI LLC A G WORLD TRANSPORT, INC. AG CUSTOMS BROKERAGE, INC. BIGGER, FARTHER, FASTER, LLC EPIC FREIGHT SOLUTIONS LLC GROUND EXPRESS SERVICE, INC. IVIA SERVICES, LLC MACH 1 AIR SERVICES (HONG KONG), LLC MACH 1 AIR SERVICES (MEXICO), LLC MACH 1 AIR SERVICES, LLC MACH 1 GLOBAL SERVICES (INDIA), LLC MACH 1 GLOBAL SERVICES (INDONESIA), LLC MACH 1 GLOBAL SERVICES (U.A.E.), LLC XXXXXXXXX EXPRESS SERVICES, LLC XXXXXXXXX LOGISTICS SERVICES, LLC OMNI HOLDCO, LLC OMNI INTERMEDIATE HOLDINGS, LLC OMNI LOGISTICS, LLC OMNI NEWCO, LLC OMNI PARENT, LLC OMNI TRADE SERVICES, LLC PACIFIC LOGISTICS, LLC TRINITY LOGISTICS USA, INC, each as a Subsidiary Guarantor | ||
| By: | /s/ Xxxxxxx Xxxxxxxx | |
| Name: Xxxxxxx Xxxxxxxx | ||
| Title: Chief Financial Officer and Treasurer | ||
[Signature Page to Assumption and Joinder Agreement]
| CITIBANK, N.A., AS CREDIT AGREEMENT AGENT | ||
| By: | /s/ Xxxxxx Xxxxxxxxx | |
| Name: Xxxxxx Xxxxxxxxx | ||
| Title: Vice President | ||
[Signature Page to Assumption and Joinder Agreement]
