EXTENSION AGREEMENT
This Extension Agreement ("Agreement") is entered into as of September 2,
1999, among Contran Corporation, a Delaware corporation ("Contran"), National
City Lines, Inc., a Delaware corporation ("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 1998 Loan Documents
for an additional 364 days (to August 31, 2000).
NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of
which is 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 general 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 31, 2000.
3. 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.
4. 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.
STATUTORY NOTICE: 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/ Janice T. Thede By: /s/ Bobby D. O'Brien
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Janice T. Thede Bobby D. O'Brien
Vice President Vice President and Treasurer
NATIONAL CITY LINES, INC.
By: /s/ Bobby D. O'Brien
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Bobby D. O'Brien
Vice President and Treasurer
