FIRST AMENDMENT TO LOAN AGREEMENT AND
AGREEMENT WITH RESPECT TO LETTERS OF CREDIT
UNDER REIMBURSEMENT AGREEMENT
This amendment to Loan Agreement ("Amendment") is made as of October
20, 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, Lenders and Agent have executed a Loan Agreement dated the
same date as this Amendment (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.
B. In addition, Lender and Borrowers intend to execute a separate
reimbursement agreement describing Lender's duty to issue a standby letter of
credit to replace letter of credit number SDC-012926 issued by the Dai-Ichi
Kangyo Bank, Ltd. (the "Reimbursement Agreement").
C. 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").
D. Bank of America is not presently able to provide the letter of credit
which will be described in the Reimbursement Agreement because of the time
involved in obtaining approval of California Teachers Retirement System to a
substitution of Bank of America letter of credit for the Dai-Ichi Kangyo Bank,
Ltd. letter of credit, which was guaranteed by CIT.
E. Notwithstanding the delays in issuing the letters of credit referred
to above, the parties desire to execute the Loan Agreement at this time and to
have Bank of America fund the loan described therein.
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Therefore, in consideration of the premises and the mutual covenants
contained herein, the parties agree as follows:
1. FUNDING OF LOAN AGREEMENT. Bank of America shall fund the loans
described in the Loan Agreement as soon as conditions stated therein are met.
2. ISSUANCE OF LETTERS OF CREDIT UNDER LOAN AGREEMENT AND REIMBURSEMENT
AGREEMENT. Bank of America will not now issue the standby letters of credit to
replace any of the Dai-Ichi Kangyo Bank, Ltd. letters of credit described above,
but will use its good faith best efforts to do so. The letter of credit to
replace Dai-Ichi Kangyo Bank, Ltd. letter of credit will be issued pursuant to
the Reimbursement Agreement substantially in the form of the most recent draft
of the Reimbursement Agreement between the parties with modifications to make it
consistent with the Loan Agreement. If Bank of America is not able to issue its
letters of credit to replace the Dai-Ichi Kangyo Bank, Ltd. letters of credit by
November 30, 1997, it will use its good faith best efforts to issue by November
30, 1997 back-up standby letters of credit in form and substance reasonably
satisfactory to CIT in an aggregate amount of not less than 105 percent of the
then outstanding Dai-Ichi Kangyo Bank, Ltd. letters of credit. Bank of
America's obligation to issue substitute letters of credit or back-up letters of
credit under this section, shall be conditioned upon the conditions of Article 3
of the Loan Agreement and similar conditions in the Reimbursement Agreement then
being satisfied.
3. CONTINUING SECURITY INTEREST OF CIT. Until Bank of America has issued
substitute letters of credit or back-up letters of credit as described herein,
it acknowledges that CIT will retain security interests in Borrowers' property.
Such continued security interest of CIT, so long as Bank of America has not
issued the substitute or back-up letters of credit referred to herein, shall not
constitute a default or misrepresentation by Borrowers under the Loan Agreement,
and Borrowers' obligations to indemnify CIT in the event CIT should be called
upon its guaranty of the Dai-Ichi Kangyo Bank, Ltd. letters of credit shall not
constitute a default or misrepresentation under the Loan Agreement.
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:
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Its:
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Address: 00000 X. Xxxxxxx
Xxxxxxxx, XX 00000
Fax No. (000) 000-0000
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XXXXXXXX PIPE AND STEEL COMPANY
By:
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Its:
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Address: 00000 X. Xxxxxxx
Xxxxxxxx, XX 00000
Fax No. (000) 000-0000
XXXXXXXX STEEL PIPE COMPANY
By:
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Its:
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Address: 00000 X. Xxxxxxx
Xxxxxxxx, XX 00000
Fax No. (000) 000-0000
LENDER: BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION
By:
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Its:
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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:
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Its:
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Address: Agency Services
000 Xxxxx Xxxxxx, Xxxxx 00
Xxxxxxx, XX 00000
Fax No. (000) 000-0000
Attn: Xxxx X. Xxxxx
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