ASSET PURCHASE AGREEMENT between ALLIED MARINE INDUSTRIES, INC. ALLIED TRANSPORTATION COMPANY TRANSERVE MARINE, INC. OSPREY ASSOCIATES GREGORY H. LAW KELLY LAW W. BRUCE LAW MICHAEL E. LAW KIRK J. WOODRUFF and KIRBY CORPORATION dated as of September 4,...Asset Purchase Agreement • November 5th, 2012 • Kirby Corp • Water transportation • Delaware
This Asset Purchase Agreement (this “Agreement”), dated as of September 4, 2012, is entered into between Allied Transportation Company, a Virginia corporation (“ATC”), Transerve Marine, Inc., a Virginia corporation (“TMI”), Osprey Associates, a Virginia general partnership (“OA” and, together with ATC and TMI, are the “Sellers” and each a “Seller”), Allied Marine Industries, Inc., a Delaware corporation (“AMI”), Gregory H. Law, an individual resident in Virginia (“Greg Law”), Kelly Law, an individual resident in Virginia (“Kelly Law”), Michael E. Law, an individual resident in Virginia (“Mike Law”), W. Bruce Law, an individual resident in Virginia (“Bruce Law”), Kirk J. Woodruff, an individual resident in Virginia (“Kirk Woodruff”, and, together with Greg Law, Kelly Law, Mike Law, and Bruce Law, the “AMI Primary Shareholders”), and Kirby Corporation, a Nevada corporation (“Buyer”). The AMI Primary Shareholders and AMI are collectively referred to herein as the “Owners”.
COMMITMENT INCREASE AGREEMENTCommitment Increase Agreement • November 5th, 2012 • Kirby Corp • Water transportation • Texas
This Commitment Increase Agreement dated as of August 30, 2012 (this "Agreement") is among (i) KIRBY CORPORATION (the "Borrower"), (ii) JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent (the "Agent") under the Second Amended and Restated Credit Agreement dated as of November 9, 2010 (as amended, restated, supplemented or otherwise modified from time to time, the "Credit Agreement"), among the Borrower, the Banks party thereto, JPMorgan Chase Bank, N.A. as Administrative Agent, Wells Fargo Bank, N.A. and Bank of America, N.A., as Syndication Agents, and The Bank of Tokyo Mitsubishi UFJ, Ltd. and The Northern Trust Company, as Documentation Agents, and (iii) JPMORGAN CHASE BANK, N.A. (the "Increasing Bank"). Capitalized terms that are defined in the Credit Agreement and not defined herein are used herein as therein defined.
