EXHIBIT 10.12
FIRST AMENDMENT TO LOAN AGREEMENT
This amendment to Loan Agreement ("Amendment") is made as of December
23, 1998 by and among the following parties:
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 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 (a "Borrower")
Xxxxxxxx Pipe and Steel Company, a Colorado corporation (a "Borrower")
Xxxxxxxx Steel Pipe Company, a Delaware corporation (a "Borrower")
R E C I T A L S
A. The Borrowers, the Lenders and the Agent are parties to that certain
Amended and Restated Loan Agreement dated as of June 30, 1998, as the same
may be 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
1. DEFINITIONS. Capitalized terms used herein and not otherwise defined
shall have the meaning given in the Loan Agreement.
2. AMENDMENT TO SECTION 1.1, "APPLICABLE MARGIN". The definition of
"Applicable Margin" contained in Section 1.1 of the Loan Agreement is amended
and restated to provide as follows:
"'APPLICABLE MARGIN' means, with respect to Offshore Related Rate
Loans, a margin determined as set forth below depending on the ratio
of Funded Debt to EBITDA. Adjustments, with respect to borrowings or
selections of Applicable Interest Rates, will be effective the first
day of the month after Agent has received financial information
needed to determine the relevant ratio with respect to future
selections or borrowings. However, if such information is not given
to Agent within the time required by Section 5.9, Agent may, at its
option, adjust the Applicable Margin for Offshore Related Rate
upwards, if applicable, as of the first day of the month following
the date by which such information should have been received.
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RATIO AT END OF PRIOR APPLICABLE MARGIN FOR
FISCAL QUARTER OFFSHORE RELATED RATE LOANS
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Less than 1.5:1 .65%
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Equal to or greater than 1.5:1 .75%
Up to and including 2.25:1
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Greater than 2.25:1 .875%
Up to and including 3.00:1
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Greater than 3.00:1 1.150%
Up to and including 3.25:1
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Greater than 3.25:1 1.50%
Up to and including 3.75:1
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Greater than 3.75:1 1.75%
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For purposes of calculating this ratio, the EBITDA for the prior
fiscal year for the "Acquisitions," as defined in SECTION 6.6 shall
be included in the calculation. The Acquisitions' EBITDA shall be
incorporated on a decreasing pro-rata basis, with 100% of the
Acquisitions' EBITDA included in the calculation for the first
calendar quarter-end following closing of the Acquisitions, 75%
included in the second quarter-end, 50% included in the third
quarter-end, and 25% included in the fourth quarter-end. Beginning
with the fifth quarter following the closing of the Acquisitions, the
EBITDA for the Acquisitions' prior fiscal year shall no longer be
incorporated in this calculation."
3. AMENDMENT TO SECTION 1.1 "REVOLVING LOAN MATURITY DATE": The
definition of "Revolving Loan Maturity Date" in Section 1.1 of the Loan
Agreement is amended and restated to read as follows:
"'REVOLVING LOAN MATURITY DATE' means September 30, 2001. Agent and
Lenders will consider a one year extension to the Revolving Loan
Maturity Date on each anniversary of this Agreement. However, any
extension will require the consent of Agent and all Lenders in their
sole discretion."
4. AMENDMENT TO SECTION 1.1, "TOTAL COMMITMENT". The definition of
"Total Commitment" in Section 1.1 of the Loan Agreement is amended and restated
to read as follows:
"Total Commitment means $45,000,000."
5. AMENDMENT TO SECTION 2.5: Section 2.5 of the Loan Agreement is
Amended and Restated to read:
"OPTIONAL CONVERSION OF UP TO $10,000,000 OF REVOLVING LOANS. On the
first day of any month, up to and including October 1, 2000, if at
that time, the conditions set forth in Section 3.1 are satisfied,
Borrowers may convert a portion of not less than $500,000 of the
Revolving Loans in increments of $100,000 to a Term Loan, but
Borrowers shall not convert more than a total of $10,000,000 of
Revolving Loans to Term Loans. Each such conversion will be
accomplished by Borrowers
giving written notice to Agent at least 5 business days prior to
the date selected by Borrowers for conversion. Such notice will
specify what portions of the Term Loan will bear interest at the
available alternative rates described in Section 2.6(b).
Principal payments on each Term Loan will be paid in 16 equal
consecutive quarterly installments with the first principal payment
being due at the end of the calendar quarter following conversion.
Interest on each Term Loan will be payable monthly in arrears on the
last day of the month. All then unpaid principal and interest on each
Term Loan will be due and payable no later than 48 months following
such conversion."
6. AMENDMENT TO SECTION 5.9: Section 5.9 of the Loan Agreement is
amended by adding to such Section Subsection (g) as follows:
"(g) BACKLOG REPORT. As soon as available, and in any event, within
60 days of the end of each fiscal quarter, a report showing in detail
the backlog of orders broken down by location and amount in form
satisfactory to Agent."
7. AMENDMENT TO SECTION 5.13. Section 5.13 of the Loan Agreement is
amended and restated to provide as follows:
"SECTION 5.13 MAXIMUM FUNDED DEBT TO EBITDA. Borrowers and their
Subsidiaries, on a consolidated basis, shall maintain for each period
of four consecutive fiscal quarters a ratio of Funded Debt to EBITDA
of no greater than:
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PERIOD RATIO
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For the four consecutive fiscal quarters ending December 31, 1998. 4.00:1
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For the four consecutive fiscal quarters ending March 31, 1999. 4.00:1
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For the four consecutive fiscal quarters ending June 30, 1999. 3.75:1
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For the four consecutive fiscal quarters ending September 30, 1999 3.50:1
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For the four consecutive fiscal quarters ending December 31, 1999 3.25:1
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For any four consecutive fiscal quarters ending after December 31, 3.00:1
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For purposes of calculating this covenant, the EBITDA for the prior
fiscal year for the "Acquisitions," as defined in Section 6.6, shall
be included in the calculation. The Acquisitions' EBITDA shall be
incorporated on a decreasing pro-rata basis, with 100% of the
Acquisitions' EBITDA included in the calculation for the first
calendar quarter-end following closing of the Acquisitions, 75%
included in the second quarter-end, 50% included in the third
quarter-end, and 25% included in the fourth quarter-end. Beginning
with the fifth quarter following the closing of the Acquisitions, the
EBITDA for the Acquisitions' prior fiscal year shall no longer be
incorporated in this calculation."
8. NO FURTHER AMENDMENT, FEES. 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. Borrowers shall pay Agent for the benefit of Lenders a fee of
$3,750 for the increase in the Total Commitment provided herein. Such $3,750
fee shall be paid on execution of this Amendment.
9. MISCELLANEOUS.
(a) 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.
(b) 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.
(c) 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.
(d) 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: /s/ Xxxxx Xxxxxx
Its: President
Address: 00000 X. Xxxxxxx
Xxxxxxxx, XX 00000
Fax No. (000) 000-0000
XXXXXXXX PIPE AND STEEL COMPANY
By: /s/ Xxxxx Xxxxxx
Its: President
Address: 00000 X. Xxxxxxx
Xxxxxxxx, XX 00000
Fax No. (000) 000-0000
XXXXXXXX STEEL PIPE COMPANY
By: /s/ Xxxxx Xxxxxx
Its: President
Address: 00000 X. Xxxxxxx
Xxxxxxxx, XX 00000
Fax No. (000) 000-0000
LENDER: BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By: /s/ R.E. Xxxxx
Its: Vice President
Address: Commercial Banking
000 X.X. Xxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxx, XX 00000
Fax No. (000) 000-0000
Attn: Xxx Xxxxx
U.S. BANK NATIONAL ASSOCIATION
By: /s/ Xxxxxxx Xxxxx
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 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
