EXHIBIT 10.14
THIRD AMENDMENT TO LOAN AGREEMENT
This amendment to Loan Agreement ("Amendment") is made as of November
30, 1999 by and among the following parties:
Bank of America, N.A., formerly known as Bank of America National Trust
and Savings Association ("Bank of America" and a "Lender")
U.S. Bank National Association ("U.S. Bank" and a "Lender")
Bank of America, N.A., formerly known as Bank of America National Trust
and Savings Association, in its capacity as Agent ("Agent")
Each of the several financial institutions which subsequently becomes
party to the Loan Agreement pursuant to Section 11.7 (each individually a
"Lender")
Northwest Pipe Company, an Oregon corporation ("Borrower")
R E C I T A L S
A. The Borrower, the Lenders and the Agent are parties to that certain
Amended and Restated Loan Agreement dated as of June 30, 1998, as amended as of
December 23, 1998 and as of June 16, 1999 and as the same may be further
amended, modified or extended from time to time (the "Loan Agreement") and the
related Loan Documents described therein.
B. The parties desire to amend the Loan Agreement as set forth below:
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.
AMENDMENT TO SECTION 1.1. Section 1.1 of the Loan Agreement is amended
by revising the definition of "Bridge Loan Commitment" as follows:
"`BRIDGE LOAN COMMITMENT' shall mean $10,000,000 until December 31,
1999, after which there shall be no Bridge Loan Commitment."
AMENDMENT TO SECTION 10.5 "MANNER OF BORROWING BRIDGE LOANS." Section
10.5 is amended by changing the Notice(s) of Borrowing date from no later than
November 15, 1999 to no later than December 15, 1999.
AMENDMENT TO SECTION 10.6 "REPAYMENT OF PRINCIPAL." Section 10.6 is
amended by changing the expiration date of the Bridge Loans from December 1,
1999 to December 31, 1999.
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.
BORROWER: NORTHWEST PIPE COMPANY
By: /s/ XXXX X. XXXXXXXX
Its: VICE PRESIDENT, CHIEF FINANCIAL OFFICER
Address: 00000 X. Xxxxxxx
Xxxxxxxx, XX 00000
Fax No. (000) 000-0000
LENDER: BANK OF AMERICA, N.A.
By: /s/ XX XXXXX
Its: VICE PRESIDENT
Address: Commercial Banking
000 X.X. Xxxxxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxx, XX 00000
Fax No. (000) 000-0000
Attn: Xxxxx X. Xxxxx
U.S. BANK NATIONAL ASSOCIATION
By: /s/ XXXX XXXXXX
Its: ASSISTANT VICE PRESIDENT
Address: Oregon Corporate Banking, T-4
000 X.X. Xxxxx Xxxxxx, Xxxxx 000
Xxxxxxxx, XX 00000
Fax No. (000) 000-0000
Attn: Xxxx X. Xxxxxxxx
AGENT: BANK OF AMERICA, N.A.
By: /s/ XXXX X. XXXXX
Its: VICE PRESIDENT
Address: Agency Services
000 Xxxxx Xxxxxx, Xxxxx 00
Xxxxxxx, XX 00000
Fax No. (000) 000-0000
Attn: Xxxx X. Xxxxx
