SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of October 24, 2012 Among NORTHWEST PIPE COMPANY, as Borrower, BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, UNION BANK, N.A. and U.S. BANK NATIONAL ASSOCIATION,...Credit Agreement • October 29th, 2012 • Northwest Pipe Co • Steel pipe & tubes • New York
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of October 24, 2012, among NORTHWEST PIPE COMPANY, an Oregon corporation (the “Borrower”), each Lender from time to time party hereto, and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. This Agreement is an amendment and restatement, and not a novation, of that certain Amended and Restated Credit Agreement dated as of May 31, 2007 as subsequently amended, among the Borrower, Bank of America, N.A., as administrative agent, swing line lender and l/c issuer and the other lenders party thereto (the “Existing Credit Agreement”). This Agreement amends, supersedes and restates the Existing Credit Agreement.
THIRD AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT Dated as of October 24, 2012 Among PRUDENTIAL INVESTMENT MANAGEMENT, INC. AND THE PRUDENTIAL NOTEHOLDERS, BANK OF AMERICA, N.A. as Administrative Agent, NORTHWEST PIPE COMPANY...Intercreditor and Collateral Agency Agreement • October 29th, 2012 • Northwest Pipe Co • Steel pipe & tubes • New York
THIS THIRD AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT (“Agreement”), dated as of October 24, 2012, which amends and restates in its entirety that certain Second Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of May 31, 2007, by and among Northwest Pipe Company, an Oregon corporation (the “Company”), certain parties hereto and certain other Persons, is entered into by and among (i) (a) Prudential Investment Management, Inc. (“PIM”), (b) The Prudential Insurance Company of America (“Prudential”), as the holder of the Prudential Series A Notes, a holder of Prudential Series B Notes, a holder of Prudential Series C Notes and the holder of the Prudential Series D Notes, (c) Prudential Retirement Insurance and Annuity Company (“PRIAC”) as a holder of Prudential Series B Notes and a holder of Prudential Series C Notes and (d) any other Prudential Affiliates that hereafter become initial purchasers of Prudential Shelf Notes and execute a Jo
Prudential Investment Management, Inc. (“PIM”) The Prudential Insurance Company of America (“Prudential”) Prudential Retirement Insurance and Annuity Company (“PRIAC”) Each Prudential Affiliate under the Note Agreement referred to below c/o Prudential...Northwest Pipe Co • October 29th, 2012 • Steel pipe & tubes • New York
Reference is made to the Amended and Restated Note Purchase and Private Shelf Agreement, dated as of May 31, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Agreement”), by and between Northwest Pipe Company, an Oregon corporation (the “Company”), on the one hand, and PIM, Prudential, PRIAC and each Prudential Affiliate (as therein defined) that becomes bound by certain provisions thereof (together with PIM, Prudential and PRIAC and their respective successors and Transferees, collectively, the “Purchasers”), on the other hand. Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Note Agreement (after giving effect to any amendments of such terms in this letter agreement).
