NORTHWEST PIPE CO
10-Q, EX-10.23, 2000-11-13
STEEL PIPE & TUBES
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EXHIBIT 10.23


SIXTH AMENDMENT TO LOAN AGREEMENT

    This amendment to Loan Agreement ("Amendment") is made as of August 31, 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 and May 11, 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 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 definition of "Temporary Supplemental Revolving Loan Commitment" as follows:

    Amendment to Section 1.1. Section 1.1 of the Loan Agreement is amended by revising the following definition of "Temporary Supplemental Revolving Loan Maturity Date" as follows:

    3.  Amendment to Section 12.1.  Section 12.1 of the Loan Agreement is amended by changing the ending date of the period during which each lender agrees to make Temporary Supplemental Revolving Loans to September 30, 2000.

    4.  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.


    5.  Miscellaneous.  

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    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 Street, 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: Larry C. Ellis
 
 
 
 
 
U.S. BANK NATIONAL ASSOCIATION
 
 
 
 
 
By: TIMOTHY G. STEMPEL
Its: SENIOR 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:   Agency Services
701 Fifth Avenue, Floor 16
Seattle WA 98104
Fax No. (206) 358-0971
Attn: Dora A. Brown

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SIXTH AMENDMENT TO LOAN AGREEMENT
R E C I T A L S
A G R E E M E N T


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