FOURTH AMENDMENT TO LOAN AGREEMENT
This amendment to Loan Agreement ("Amendment") is made as of March 26, 1998 by
and among the following parties:
Bank of America National Trust and Savings Association ("Bank of America" and
"Lender")
Bank of America National Trust and Savings Association, in its capacity as Agent
("Agent")
Northwest Pipe Company, an Oregon corporation (a "Borrower")
▇▇▇▇▇▇▇▇ Pipe and Steel Company, a Colorado corporation (a "Borrower")
▇▇▇▇▇▇▇▇ Steel Pipe Company, a Delaware corporation (a "Borrower")
R E C I T A L S
The Borrowers, the Lender and the Agent are parties to that certain Loan
Agreement dated as of October 20, 1997, as amended by that certain First
Amendment to Loan Agreement dated as of October 20, 1997, and a Second Amendment
to Loan Agreement dated as of November 26, 1997, and a Third Amendment to Loan
Agreement dated as of March 6, 1998 as the same may be amended, modified or
extended from time to time (the "Loan Agreement") and the related Loan Documents
described therein.
The Borrowers have requested that the Lender and Agent decrease the Total
Commitment, and to amend the restrictions contained in Section 6.1 as amended
herein.
NOW, THEREFORE, the parties agree as follows:
A G R E E M E N T
Definitions. Capitalized terms used herein and not otherwise defined shall
have the meaning given in the Loan Agreement.
Amendments to Loan Agreement. The Loan Agreement is amended as follows:
Amendment to Definitions. In Section 1.1, an amendment is made to the
definitions, as follows:
Total Commitment. The definition of "Total Commitment" is amended and restated
to read as follows:
"Total Commitment" means $55,000,000. However, Total Commitment will be reduced
to $30,000,000 on the earlier of April 15, 1998, or the date that any Borrower
receives net proceeds from the currently anticipated private placement of notes
in the amount of at least $30,000,000. Borrowers hereby consent to Bank of
America's sale of up to $10,000,000 of the loans and commitment, without further
consent under Section 11.7 of the Loan Agreement.
Amendments to Section 6.1, Restriction on Borrowings, Capital Leases and
Contract Purchases. Section 6.1 is amended and restated as follows:
Borrowers shall not and shall not permit any Subsidiary to borrow money, enter
into capital leases or enter into contracts to purchase any item on deferred
payments in any fiscal year if the total of such borrowings, leases and
contracts exceeds 3.5% of Borrowers' Tangible Net Worth in existence at the end
of Borrowers' prior fiscal year. This restriction shall not apply to the
issuance by Northwest Pipe Company of up to $75,000,000 in private placement
notes or to the Loans, or the Letters of Credit described in Articles 9 and 10.
(The limitation on the issuance of private placement notes shall apply to the
aggregate of all such notes issued since October 20, 1997.)
No Further Amendment. Except as expressly modified by this Amendment, the Loan
Agreement and the other Loan Documents shall remain unmodified and in full force
and effect and the parties hereby ratify their respective obligations
thereunder. Without limiting the foregoing, the Borrower expressly reaffirms
and ratifies its obligation to pay or reimburse the Agent and the Lender on
request for all reasonable expenses, including legal fees, actually incurred by
the Agent or such Lender in connection with the preparation of this Amendment,
the other Amendment Documents, and the closing of the transactions contemplated
hereby and thereby.
Miscellaneous.
Entire Agreement. This Amendment comprises the entire agreement of the parties
with respect to the subject matter hereof and supersedes all prior oral or
written agreements, representations or commitments.
Counterparts. This Amendment 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 Amendment.
Governing Law. This Amendment and the other agreements provided for herein and
the rights and obligations of the parties hereto and thereto shall be construed
and interpreted in accordance with the laws of the State of Oregon.
Certain Agreements Not Enforceable.
UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY THE LENDERS
AFTER OCTOBER 3, 1989, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE
NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE
BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION, AND BE SIGNED BY
THE LENDERS TO BE ENFORCEABLE.
EXECUTED AND DELIVERED by the duly authorized officers of the
parties as of the date first above written.
BORROWERS: NORTHWEST PIPE COMPANY
By: ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Its: Vice President
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Address: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Fax No. (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇ PIPE AND STEEL COMPANY
By: ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Its: Vice President
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Address: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax No. (▇▇▇) ▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇▇ STEEL PIPE COMPANY
By: ▇▇▇▇ ▇▇▇▇▇▇▇▇
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Its: Vice President
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Address: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Fax No. (▇▇▇) ▇▇▇-▇▇▇▇
LENDER: BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Its: Vice President
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Address: Commercial Banking
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Fax No. (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
AGENT: BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: ▇▇▇▇ ▇. ▇▇▇▇▇
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Its: Vice President
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Address: Agency Services
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▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Fax No. (▇▇▇) ▇▇▇-▇▇▇▇
Attn: ▇▇▇▇ ▇. ▇▇▇▇▇