the parties hereby ratify their
respective obligations thereunder. Without limiting the foregoing, Borrower
expressly reaffirms and ratifies its obligation to pay or reimburse
Administrative Agent and Lenders on request for all reasonable expenses,
including legal fees actually incurred by Administrative Agent and Lenders in
connection with the preparation of this Amendment, any other amendment documents
and the closing of the transaction contemplated hereby and thereby.
Page 6 - FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
14. Miscellaneous.
(a) 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, it being understood that the
Administrative Agent may rely on a facsimile counterpart signature page hereof
for purpose of determining whether a party hereto has executed a counterpart
hereof.
(b) 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.
(c) Certain Agreements Not Enforceable. UNDER OREGON LAW, MOST AGREEMENTS,
PROMISES AND COMMITMENTS MADE BY THE LENDERS 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:
Name:
Title:
ADMINISTRATIVE AGENT:
BANK OF AMERICA, N.A., as
Administrative Agent
By:
Name:
Title:
Page 7 - FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
CONSENTED TO BY THE REQUIRED
LENDERS:
BANK OF AMERICA, N.A.
By:
Name:
Title:
:
UNION BANK, N.A., formerly known as
Union Bank of California, N.A.
By:
Name:
Title:
HSBC BANK USA, NATIONAL
ASSOCIATION
By:
Name:
Title:
Page 8 - FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
U.S. BANK NATIONAL ASSOCIATION
By:
Name:
Title:
CONSENTED TO BY SWING LINE
LENDER AND L/C ISSUER
BANK OF AMERICA, N.A., as Swing Line
Lender and L/C Issuer
By:
Name:
Title:
Page 9 - FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT