EXHIBIT 10.15
FOURTH AMENDMENT TO LOAN AGREEMENT
This amendment to Loan Agreement ("Amendment") is made as of December
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, June 16, 1999 and November 30, 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
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. Section 1.1 of the Loan Agreement is
amended by revising the following definitions:
(A) "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. The Applicable Margin which
will be in effect from January 1, 2000 until adjusted as provided herein will be
1.750%.
RATIO AT END OF PRIOR APPLICABLE MARGIN FOR
FISCAL QUARTER OFFSHORE RELATED RATE LOANS
------------------------------------------ ------------------------------------------------------
Less than 2.26:1 0.650%
Equal to or greater than 2.26:1 0.750%
Up to and including 3.00:1
Greater than 3.00:1 1.000%
Up to and including 3.25:1
Greater than 3.25:1 1.750%
Up to and including 3.50:1
Greater than 3.51 2.250%
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.
(B) "REVOLVING LOAN MATURITY DATE" means September 30, 2002.
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."
(C) "TOTAL COMMITMENT" means $55,000,000.00.
(D) "UNUSED COMMITMENT FEE RATE" means an annual rate
determined as set forth below depending upon the ratio of Funded Debt to EBITDA.
The adjustment will be effective the first day of the month after Agent has
received information needed to determine the relevant ratio. However, if such
information is not given to Agent within the time required by SECTION 5.9, Agent
may, at its option, adjust the Annual Unused Commitment Fee Rate upwards, if
applicable, as of the first day of the month following the date by which such
information should have been received. The Unused Commitment Fee Rate which will
be in effect from January 1, 2000 until adjusted as provided herein will be
0.250%.
RATIO AT END OF PRIOR ANNUAL UNUSED
FISCAL QUARTER COMMITMENT FEE
------------------------------------------ ------------------------------------------------------
Less than 2.26:1 0.200%
Equal to or greater than 2.26:1 0.225%
Up to and including 3.00:1
Greater than 3.00:1 0.250%
Up to and including 3.25:1
Greater than 3.25:1 0.250%
Up to and including 3.50:1
Greater than 3.51 0.275%
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 2.5 "OPTIONAL CONVERSION OF UP TO $10,000,000 OF
REVOLVING LOANS." Section 2.5 is amended to read as follows:
"OPTIONAL CONVERSION OF UP TO $10,000,000 OF REVOLVING LOANS. On the first
day of any month, up to and including October 1, 2001, 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."
4. AMENDMENT TO SECTION 5.13 "MAXIMUM FUNDED DEBT TO EBITDA." Section 5.13 is
amended to read as follows:
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:
PERIOD RATIO
------------------------------------------------------------------------------- ------------
For the four consecutive fiscal quarters ending December 31, 1999 3.75:1
For the four consecutive fiscal quarters ending March 31, 2000 3.75:1
For the four consecutive fiscal quarters ending June 30, 2000 3.50:1
For the four consecutive fiscal quarters ending September 30, 2000 3.50:1
For any four consecutive fiscal quarters ending on or after December 31, 2000 3.25:1
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.
5. 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 pro rata benefit of
Lenders a fee of $10,000 for the increase in the Total Commitment provided
herein. Such $10,000 fee shall be paid on execution of this Amendment.
6. MISCELLANEOUS.
C. 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.
D. 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.
E. 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.
F. 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: 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/ XXX XXXX
Its: VICE PRESIDENT
Address: Agency Services
000 Xxxxx Xxxxxx, Xxxxx 00
Xxxxxxx, XX 00000
Fax No. (000) 000-0000
Attn: Xxxx X. Xxxxx
