EXTENSION AND AMENDMENT AGREEMENT
This Extension and Amendment Agreement ("Agreement") is entered into as
of August 28, 2002, among CONTRAN CORPORATION ("Contran"), NATIONAL CITY LINES,
INC. ("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 (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 revolving credit
facility extended by U.S. Bank pursuant to the 1998 Loan Documents for an
additional 364 days (to August 28, 2003).
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 generally 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 28, 2003.
3. Contran and NCL hereby acknowledge and reaffirm their agreements to
pay the Obligations in accordance with the terms of the Note and the Guaranty,
respectively.
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 paragraph 2 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.
6. 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: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx X. X'Xxxxx
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Xxxxxx X. Xxxxx Xxxxx X. X'Xxxxx
Vice President Vice President and Treasurer
NATIONAL CITY LINES, INC.
By: /s/ Xxxxx X. X'Xxxxx
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Xxxxx X. X'Xxxxx
Vice President and Treasurer
