THIRD AMENDMENT TO CREDIT AGREEMENT
THIS THIRD AMENDMENT TO CREDIT AGREEMENT entered into as of December 16,
1998 by and between XXXXXXXXXX INDUSTRIES, INC., an Oregon corporation,
("Borrower"), and KEYBANK NATIONAL ASSOCIATION ("Bank"), is as follows:
1. RECITALS. Borrower and Bank are parties to that certain Credit
Agreement dated as of March 31, 1998, as amended by the First Amendment to
Credit Agreement dated August 6, 1998 and by the Second Amendment to Credit
Agreement dated December 8, 1998 ("Agreement"). Borrower and Bank desire to
revise the Agreement in the manner set forth herein.
2. SECTION 7.17. Section 7.17 of the Agreement is hereby amended by
replacing "$15,000,000" with "$10,000,000."
3. CONSENT. Bank hereby consents to and approves the issuance by
Borrower of subordinated debt in the principal amount of not less than
$10,000,000 containing subordination terms substantially similar to or the same
as the subordination terms attached to the Second Amendment to Credit Agreement
as EXHIBIT A.
4. AMENDMENT FEE. As consideration for Bank entering into this Third
Amendment to Credit Agreement, Borrower hereby agrees to pay Bank an amendment
fee of $40,000 upon the signing of this Third Amendment.
5. RELEASE. Borrower hereby waives any and all defenses, claims,
counterclaims and offsets against Bank which may have arisen or accrued through
the date of this Third Amendment and acknowledges that Bank and its officers,
agents and attorneys have made no representations or promises to Borrower except
as specifically reflected in the Agreement as amended hereby.
6. EFFECTIVE DATE. This Third Amendment shall be effective upon the
execution of this Third Amendment by Borrower and Bank and the payment by
Borrower to Bank of the $40,000 amendment fee.
7. RATIFICATION. Except as otherwise provided in this Third Amendment,
all of the provisions of the Agreement are hereby ratified and confirmed and
shall remain in full force and effect.
8. ONE AGREEMENT. The Agreement, as modified by the provisions of this
Third Amendment, shall be construed as one agreement.
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9. COUNTERPARTS. This Third Amendment may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed to be an
original, and all of which when taken together shall constitute one and the same
agreement.
10. OREGON STATUTORY NOTICE.
UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY BANK
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 BANK TO BE
ENFORCEABLE.
IN WITNESS WHEREOF, Borrower and Bank have caused this Third Amendment to
be executed as of the date first above written.
XXXXXXXXXX INDUSTRIES, INC.
By: /s/ Xxxxx Xxxxxxx
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Title: Vice President, Finance
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KEYBANK NATIONAL ASSOCIATION
By: /s/ Xxxxxx X. Xxxxxxxx
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Title: Vice President
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