EXTENSION AND AMENDMENT AGREEMENT
This Extension and Amendment Agreement ("Agreement") is entered into as
of August 31, 2000, among Contran Corporation, a Delaware corporation
("Contran"), National City Lines, Inc., a Delaware corporation ("NCL"), and U.S.
Bank National Association ("U.S. Bank").
RECITALS
A. Contran, NCL (collectively, the "Contran Companies"), and U.S. Bank
are parties to a loan agreement dated as of September 3, 1998 (the "1998 Loan
Agreement"), and certain related note, guaranty, and pledge agreements, as
previously amended (the "1998 Loan Documents").
B. Capitalized terms used in this Agreement that are not defined herein
have the meaning assigned to those terms in the 1998 Loan Agreement.
C. The parties desire to extend the Expiry Date of the 1998 Loan
Documents for an additional 364 days (to August 30, 2001), and amend certain
provisions regarding the letter of credit subfacility.
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the Contran Companies and U.S. Bank agree as
follows:
AGREEMENT
1. Each Contran Company represents and warrants to U.S. Bank that: (a)
it is in good standing under the laws of the state of its formation, (b) it has
been authorized to execute and perform its obligations under this Agreement and
the 1998 Loan Documents (as modified by this Agreement), (c) the individual
executing this Agreement on its behalf has been duly authorized to take such
action, (d) the 1998 Loan Documents (as amended by this Agreement) are
enforceable against it in accordance with their respective terms, subject only
to the effect of insolvency and other similar laws affecting the rights and
remedies of creditors generally, general principles of equity whether applied by
a court of law or equity, and general applicable rules of law, (e) all financial
information previously provided to U.S. Bank presents fairly its financial
position as of the date of such financial information and the results of its
operations and changes in financial position for the period in question, (f) the
representations and warranties made to U. S. Bank in the 1998 Loan Documents
continue to be true and correct in all material respects, and (g) the Contran
Companies are not in default in any material respect under the 1998 Loan
Documents as of the date of this Agreement.
2. U.S. Bank hereby extends the Expiry Date, and therefore its
commitment to make Advances to the Contran Companies on the terms and conditions
of the 1998 Loan Documents, to August 30, 2001.
3. Section II.C.1. of the 1998 Loan Agreement is amended in its
entirety to read as follows:
"1. Commitment. Upon the written application of Contran and
such terms and conditions as U.S. Bank may reasonably
require, U.S. Bank will issue, until 30 days prior to the
Expiry Date, standby letters of credit to beneficiaries
designated by Contran for terms that expire no later than 365
days after the Expiry Date. Contran will pay all Letter of
Credit Fees associated with issuance of the letters of credit
and the administrative charges normally charged by U.S. Bank
in connection with such letters of credit and drawings
thereon. Borrower agrees that Obligations under any letters
of credit that remain outstanding during any period beyond an
Expiry Date shall continue to be secured by collateral as
required by Section II(B)(10) of the 1998 Loan Agreement or,
at Borrower's option, may be secured by a deposit of cash
collateral in the face amount of the outstanding letter(s) of
credit."
4. This Agreement will become effective only when each of the Contran
Companies and U. S. Bank has signed it and has sent a copy of the signed
document to the other parties to this Agreement (which may be accomplished by
facsimile transmission). Each party to this Agreement will deliver manually
signed counterparts of this Agreement to the other.
5. Except as specified in paragraphs 2 and 3 of this Agreement, all of
the terms and conditions of the 1998 Loan Agreement and the 1998 Loan Documents
remain in full force and effect.
STATUTORY NOTICE: Under Oregon law, most agreements, promises, and
commitments made by Lender 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 Lender to be enforceable.
U.S. BANK NATIONAL ASSOCIATION CONTRAN CORPORATION
By: By:
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Xxxxxx X. Xxxxx Xxxxx X. X'Xxxxx
Vice President Vice President and Treasurer
NATIONAL CITY LINES, INC.
By:
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Xxxxx X. X'Xxxxx
Vice President and Treasurer