SECOND AMENDMENT TO LOAN AGREEMENT
This amendment to Loan Agreement ("Second Amendment") is made as
November 26, 1997 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")
Xxxxxxxx Pipe and Steel Company, a Colorado corporation (a "Borrower")
Xxxxxxxx Steel Pipe Company, a Delaware corporation (a "Borrower")
RECITALS
A. Borrowers, Lender and Agent have executed a Loan Agreement dated as of
October 20, 1997 (the "Loan Agreement"). Article 9 of the Loan Agreement
describes Lender's duty to issue certain letters of credit. Among the letters
of credit contemplated by Article 9 of the Loan Agreement are two letters of
credit to be substituted for letters of credit issued by Dai-Ichi Kangyo Bank,
Ltd. which are numbers SDC-023600 and SDC-023595 (the "Dai-Ichi Letter of
Credit").
B. Because of the time involved in obtaining consent of the
beneficiaries, Bank of America presently is unable to provide the letters of
credit to substitute for the Dai-Ichi Kangyo Bank, Ltd. as contemplated by
Article 9 to the Loan Agreement. The Dai-Ichi Kangyo Bank, Ltd. letters of
credit referred to in this section are guaranteed by CIT Group/Business Credit,
Inc. ("CIT").
C. The parties executed a First Amendment to Loan Agreement and Agreement
with respect to Letters of Credit under Reimbursement Agreement as of October
20, 1997 (the "First Amendment").
Therefore, in consideration of the promises and mutual covenants
contained herein, the parties agree as follows:
Bank of America will issue back-up standby letters of credit equaling
105% of the outstanding amount of the Dai-Ichi Letters of Credit. Such back-up
standby letter of credit (the "Back-Up Letter of Credit") will be issued in
favor of CIT as contemplated by Section 2 of the First Amendment.
1
Borrowers agree to fully reimburse Agent for all amounts paid by Agent
under, or in respect of, any Back-Up Letter of Credit issued in favor of CIT and
agree to pay interest thereon at the Reference Related Rate then applicable to
Revolving Loans as defined in the Loan Agreement from the date Agent makes such
payment until the date of reimbursement pursuant to any demand for reimbursement
by Agent. Such reimbursement shall be made in immediately available funds at
Agent's commercial loan processing center not later than 11:00 a.m. Seattle time
one day after Borrowers are first notified by Agent that Agent has made payment
under a Back-Up Letter of Credit. In addition, if Agent so elects pursuant to
the terms of Section 7.2 of the Loan Agreement following the occurrence of an
Event of Default, the face amount of such Back-Up Letter of Credit shall become
immediately due and payable. If Borrowers shall default in their obligations to
reimburse Agent or make any other payment required hereunder, interest shall
accrue on the unpaid amount thereof at a per annum rate equal to three percent
(3%) above the Reference Related Rate changing as such Reference Related Rate
changes from the date such amount becomes due and payable until payment in full
by Borrowers. Interest on such unpaid amounts shall be calculated on the basis
of 360 days and shall be payable on demand.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers or agents thereunto duly authorized as
of the date first above written.
BORROWERS: NORTHWEST PIPE COMPANY
By:
-----------------------------------
Its:
-----------------------------------
Address: 00000 X. Xxxxxxx
Xxxxxxxx, XX 00000
Fax No. (000) 000-0000
XXXXXXXX PIPE AND STEEL COMPANY
By:
-----------------------------------
Its:
-----------------------------------
Address: 00000 X. Xxxxxxx
Xxxxxxxx, XX 00000
Fax No. (000) 000-0000
XXXXXXXX STEEL PIPE COMPANY
By:
-----------------------------------
Its:
-----------------------------------
2
Address: 00000 X. Xxxxxxx
Xxxxxxxx, XX 00000
Fax No. (000) 000-0000
LENDER: BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By:
-----------------------------------
Its:
-----------------------------------
Address: Commercial Banking
000 X.X. Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxx, XX 00000
Fax No. (000) 000-0000
Attn: Xxxxxx X. Xxxxxxxxxx
AGENT: BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By:
-----------------------------------
Its:
-----------------------------------
Address: Agency Services
000 Xxxxx Xxxxxx, Xxxxx 00
Xxxxxxx, XX 00000
Fax No. (000) 000-0000
Attn: Xxxx X. Xxxxx
3
