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This AMENDMENT TO CREDIT AGREEMENT (this " Amendment "),
dated as of June 29, 2005, is entered into by and among
CASCADE CORPORATION, an Oregon corporation, (the " Company
"), the several financial institutions party as of the date hereof
to the Credit Amendment referred to below (collectively called the
" Lenders " and individually called a "Lender"), and BANK OF
AMERICA, N.A., as agent for itself and the Lenders (in such
capacity, the " Agent ").
RECITALS
A.
The Company, the Lenders and the Agent are parties to a Credit
Agreement, dated as of February 28, 2003 (as amended from time to
time, the " Credit Agreement ").
B.
Pursuant to the Credit Agreement, the Lenders have extended and are
continuing to extend certain credit facilities to the Company.
C.
The Company, the Agent and the Lenders desire to extend the
maturity date from December 18, 2005 to February 28, 2006, so as to
extend the term of the Company’s credit facilities to a full
three-year period. In addition, the parties desire to increase the
letter of credit sublimit.
D.
The Lenders are willing to amend the Credit Agreement, but only as
provided, and subject to the terms and conditions contained, in
this Amendment.
THEREFORE, for valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the parties hereto agree as
follows:
1.
Defined Terms . Unless otherwise defined herein, each
capitalized term used herein shall have the meaning assigned
thereto in the Credit Agreement.
2.
Amendment to Credit Agreement . Upon the effectiveness of,
and subject to the terms and conditions contained in, this
Amendment:
(a)
Section 1.1 is hereby amended to delete the definition of "Maturity
Date" and replace such definition with the following:
(b)
Section 4.2(a) is hereby amended to increase the maximum amount of
Letter of Credit Usage from Five Million Dollars ($5,000,000) to
Ten Million Dollars ($10,000,000).
(c)
Section 4.2(a) is hereby amended to add the following:
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3.
Representations and Warranties . The Company hereby
represents and warrants to the Agent and the Lenders as
follows:
(a)
No Default or Event of Default has occurred and is continuing.
(b)
The execution, delivery and performance by the Company of this
Amendment have been duly authorized by all necessary corporate and
other action and do not and will not require any registration with,
consent or approval of, or notice to or action by any Person
(including any Governmental Person) in order to be effective and/or
enforceable. Each of this Amendment and the Credit Agreement as
amended by this Amendment constitutes the legal, valid and binding
obligation of the Company, enforceable against it, without defense,
counterclaim or offset, in accordance with its terms (subject to
the waivers set forth in this Amendment), except as limited by
bankruptcy, insolvency, reorganization, moratorium or similar laws
of general applicability affecting the enforceability of
creditors’ rights.
(c)
All representations and warranties of the Company contained in the
Credit Agreement and the statements set forth in the recitals of
this Amendment are true and correct on and as of the date hereof
(or, if any such representation or warranty is expressly stated to
have been made as of a specific date, as of such specific date), in
each case, other than those that would not be true and correct but
for the effectiveness of this Amendment.
(d)
The Company is entering into this Amendment on the basis of its own
business judgment, without reliance upon the Agent, any Lender or
any other Person.
4.
Effective Date . This Amendment will become effective as of
the date first set forth above (the " Effective Date "),
provided that each of the following conditions precedent is
satisfied on or before the Effective Date:
(a)
the Agent has received,
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