Post-Closing Agreement (2006)Full Document 

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                             POST-CLOSING AGREEMENT

     THIS POST-CLOSING AGREEMENT (this "Agreement") is made and entered into as
of January 30, 2006 by and between CROWLEY MARINE SERVICES, INC., a Delaware
corporation ("Purchaser"), and FUEL HOLDING COMPANY LLC (f/k/a Northland Fuel
LLC), a Delaware limited liability company ("Northland Fuel"), YF LLC (f/k/a
Yukon Fuel Company LLC, successor by conversion to Yukon Fuel Company), an
Alaska limited liability company ("YFC"), NV FUEL LLC (f/k/a Northland Vessel
Leasing Company LLC), a Delaware limited liability company ("NVLC"), and BARGE
LINES, LLC (f/k/a Yutana Barge Lines, LLC), a Delaware limited liability company
("YBL"; collectively with Northland Fuel, YFC and NVLC, "Sellers"). Purchaser
and Sellers are sometimes referred to herein collectively as the "Parties" and
individually as a "Party."

                                    RECITALS

     WHEREAS, Purchaser and Sellers are party to that certain Purchase Agreement
dated as of July 9, 2004 (as amended, the "Purchase Agreement"; terms defined in
the Purchase Agreement and not otherwise defined herein are being used herein as
therein defined) among Northland Fuel, YFC, NVLC and Purchaser, and the YBL
Purchase Agreement referenced therein, pursuant to which Purchaser has purchased
from Sellers the fuel distribution business of Northland Fuel and its
subsidiaries; and

     WHEREAS, the Parties have, pursuant to Section 2.2(b) of the Purchase
Agreement and Section 2.2(b) of the YBL Purchase Agreement, agreed on the final
calculations of net working capital, other than with respect to taxes, and
desire to set forth certain agreements with respect to such calculations.

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