NORTHWEST PIPE CO
10-Q, EX-10.24, 2000-11-13
STEEL PIPE & TUBES
Previous: NORTHWEST PIPE CO, 10-Q, EX-10.23, 2000-11-13
Next: NORTHWEST PIPE CO, 10-Q, EX-10.25, 2000-11-13

QuickLinks -- Click here to rapidly navigate through this document

EXHIBIT 10.24


SEVENTH AMENDMENT TO LOAN AGREEMENT

    This amendment to Loan Agreement ("Amendment") is made as of October 5, 2000 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, November 30, 1999, December 30, 1999, May 11, 2000 and August 31, 2000, 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 Temporary Supplemental Revolving Loans which were the subject of the Fifth Amendment to Loan Agreement dated as of May 11, 2000 and the Sixth Amendment to Loan Agreement dated August 31, 2000, are no longer available to Borrower because the maturity date for such loans is September 30, 2000. Therefore, the Borrower desires the Lenders to increase the Total Commitment by $10,000,000.

    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 definition of "Total Commitment" by revising the definition of "Total Commitment" in its entirety to read as follows:

    3.  Amendment to Section 5.13.  Section 5.13 is amended in its entirety to read as follows:

Period

  Ratio
For the four consecutive fiscal quarters ending September 30, 2000   3.65:1
For the four consecutive fiscal quarters ending December 31, 2000   3.65:1
For the four consecutive fiscal quarters ending March 31, 2001   3.50:1
For any four consecutive fiscal quarters ending on or after June 30, 2001   3.25:1

    4.  Addition of Section 5.15.  The following Section 5.15 is added to the Loan Agreement:

    5.  Amendment of Section 6.2.  Section 6.2 of the Loan Agreement is amended in its entirety to read as follows:

    6.  Fees.  Upon execution of this Amendment, Borrower agrees to pay Agent for the benefit of Lenders, a fee of Thirty Thousand Dollars ($30,000.00) to be divided in proportion to their Revolving Loan Pro Rata shares.

    7.  No Further Amendment.  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, any other amendment documents, and the closing of the transactions contemplated hereby and thereby.

    8.  Miscellaneous.  

2


3


    EXECUTED AND DELIVERED by the duly authorized officers of the parties as of the date first above written.

BORROWER:   NORTHWEST PIPE COMPANY
 
 
 
 
 
By: BRIAN DUNHAM
Its: President and Chief Operating Officer
    Address:   200 S.W. Market St., Suite 1800
Portland OR 97201
Fax No. (503) 240-6615
 
LENDER:
 
 
 
BANK OF AMERICA, N.A.
 
 
 
 
 
By: ED KLUSS
Its: Vice President
    Address:   Commercial Banking
121 SW Morrison Street,
Suite 1700
Portland OR 97204
Fax No. (503) 275-1391
Attn: Edward R. Kluss
 
 
 
 
 
U.S. BANK NATIONAL ASSOCIATION
 
 
 
 
 
By: J. STEPHEN MITCHELL
Its: Vice President
    Address:   Oregon Corporate Banking, T-4
111 SW Fifth Avenue, Suite 400
Portland OR 97208
Fax No. (503) 275-7290
Attn: Stephen Mitchell
 
AGENT:
 
 
 
BANK OF AMERICA, N.A.
 
 
 
 
 
By: DORA A. BROWN
Its: Vice President
 
 
 
 
    Address:   Commercial Agency Management
WA1-501-37-20
800 Fifth Avenue, Floor 37
Seattle WA 98104-3185
Fax No. (206) 358-0971
Attn: Dora A. Brown

4



QuickLinks

SEVENTH AMENDMENT TO LOAN AGREEMENT


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission