Exhibit 10.1


Execution Copy


AMENDMENT NO. 5


AMENDMENT NO. 5 (this “Amendment”),
dated as of May 23, 2007, to the Credit Agreement, dated as of May 4, 2004 and
amended as of May 25, 2004, November 1, 2004, April 8, 2005 and May 16, 2005 (as
so amended, the “Credit Agreement”), by and among VALMONT INDUSTRIES,
INC., a Delaware corporation (the “Parent Borrower”), the Qualified
Subsidiaries of the Parent Borrower party thereto or which from time to time
become party thereto (each a “Subsidiary Borrower” and, collectively,
the “Subsidiary Borrowers”), the lenders party thereto (each a “Lender”
and, collectively, the “Lenders”), WACHOVIA CAPITAL MARKETS, LLC, as
Syndication Agent, LASALLE BANK NATIONAL ASSOCIATION, COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., “RABOBANK INTERNATIONAL,” NEW YORK BRANCH, and
U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents, WACHOVIA BANK,
NATIONAL ASSOCIATION, as an Issuing Bank, and THE BANK OF NEW YORK (“BNY”),
as an Issuing Bank, as swing line lender (in such capacity, the “Swing Line
Lender”), and as administrative agent for the Lenders, the Issuing Banks
and the Swing Line Lender (in such capacity, the “Administrative Agent”).


RECITALS


I.              Capitalized terms used herein which are not otherwise
defined herein shall have the respective meanings ascribed thereto in the
Credit Agreement.


II.            The Parent Borrower has requested
that the Lenders agree to eliminate one of the financial covenants from the
Credit Agreement and the Lenders are willing to do so on the terms and
conditions hereinafter set forth.


Accordingly, in
consideration of the Recitals and the terms and conditions hereinafter set
forth, and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the Parent Borrower, the Lenders and the
Administrative Agent hereby agree as follows:


1.     Amendment to Section 7.11  Section 7.11 of the Credit Agreement (Financial
Covenants) is hereby amended by restating subsection (c) thereof to read in its
entirety as follows:


(c)           “[intentionally omitted].


2.     Effectiveness.  This Amendment shall become effective when it
has been executed by the Administrative Agent and the Administrative Agent has
received counterparts hereof executed by the Required Lenders and the Credit
Parties set forth on the signature pages hereto.













3.     Continuing Validity of Loan Documents.  The Parent Borrower hereby (a) reaffirms and
admits the validity and enforceability of each Loan Document and all of the
obligations of each Credit Party thereunder, (b) agrees and admits that no
Credit Party has any defenses to or offsets against any such obligation and (c)
certifies that, immediately after giving effect to this Amendment, (i) no
Default shall exist and (ii) each of the representations and warranties contained
in each Loan Document shall be true and correct with the same effect as though
such representation and warranty had been made on date hereof, except to the
extent such representation and warranty specifically relates to an earlier
date, in which case such representation and warranty shall have been true and
correct on and as of such earlier date.


4.     Limitations.  In all other respects, the Loan Documents
shall remain in full force and effect, and no amendment or waiver in respect of
any term or condition of any Loan Document shall be deemed (i) to be an
amendment or waiver in respect of any other term or condition contained in any
Loan Document or (ii) to prejudice any right or rights which the Administrative
Agent, the Swing Line Lender, the Issuing Banks, any Lender or the Parent
Borrower or Subsidiary Borrower may now have or may have in the future under or
in connection with the Credit Agreement or any of the Loan Documents.


5.     Counterparts.  This Amendment may be executed in any number
of counterparts all of which, taken together, shall constitute one
agreement.  In making proof of this
Amendment, it shall be necessary to produce only the counterpart executed and
delivered by the party to be charged.


6.     Governing Law.  THIS AMENDMENT IS BEING EXECUTED AND
DELIVERED IN, AND IS INTENDED TO BE PERFORMED IN, THE STATE OF NEW YORK AND
SHALL BE CONSTRUED AND ENFORCEABLE IN ACCORDANCE WITH, AND BE GOVERNED BY, THE
INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF
CONFLICT OF LAWS.













AS EVIDENCE of the agreement by the parties
hereto to the terms and conditions herein contained, each such party has caused
this Amendment to be executed on its behalf.


	
  

  	
  VALMONT INDUSTRIES, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terry J. McClain

  
	
   

  	
  Name:

  	
  Terry J. McClain

  
	
   

  	
  Title:

  	
  Senior Vice President and Chief

  
	
   

  	
   

  	
  Financial Officer

  



 













 


	
  

  	
  THE BANK OF NEW YORK,

  individually, as an Issuing Bank, as Swing
  Line Lender and as Administrative
  Agent

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward J. Dougherty III

  
	
   

  	
  Name:

  	
  Edward J. Dougherty III

  
	
   

  	
  Title:

  	
  Managing Director

  



 













 


	
  

  	
  Consented to and agreed:

  
	
   

  	
   

  
	
   

  	
  WACHOVIA BANK, NATIONAL ASSOCIATION,

  Individually and as Issuing Bank

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David K. Hall

  
	
   

  	
  Name:

  	
  David K. Hall

  
	
   

  	
  Title:

  	
  Director

  



 













 


	
  

  	
  LASALLE BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jay Beck

  
	
   

  	
  Name:

  	
  Jay Beck

  
	
   

  	
  Title:

  	
  Vice President

  



 













 


	
  

  	
  COOPERATIEVE CENTRALE

  RAIFFEISEN - BOERENLEENBANK B.A,

  “RABOBANK NEDERLAND”,

  NEW YORK BRANCH

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy J. Devane

  
	
   

  	
  Name:

  	
  Timothy J. Devane

  
	
   

  	
  Title:

  	
  Executive Director

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew Sherman

  
	
   

  	
  Name:

  	
  Andrew Sherman

  
	
   

  	
  Title:

  	
  Executive Director

  



 













 


	
  

  	
  U.S. BANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph T Sullivan III

  
	
   

  	
  Name:

  	
  Joseph T Sullivan III

  
	
   

  	
  Title:

  	
  Vice President

  



 













 


	
  

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David Catherall

  
	
   

  	
  Name:

  	
  David Catherall

  
	
   

  	
  Title:

  	
  Senior Vice President

  



 













 


	
  

  	
  COMERICA BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Timothy O’Rourke

  
	
   

  	
  Name:

  	
  Timothy O’Rourke

  
	
   

  	
  Title:

  	
  Vice President

  



 













 


	
  

  	
  THE NORTHERN TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William R. Kopp

  
	
   

  	
  Name:

  	
  William R. Kopp

  
	
   

  	
  Title:

  	
  Vice President

  



 













 


	
  

  	
  KEYBANK NATIONAL ASSOCIATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank J. Jancar

  
	
   

  	
  Name:

  	
  Frank J. Jancar

  
	
   

  	
  Title:

  	
  Vice President

  



 













 


	
  

  	
  WELLS FARGO BANK, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Delora K. Lutton

  
	
   

  	
  Name:

  	
  Delora K. Lutton

  
	
   

  	
  Title:

  	
  Vice President

  



 













 


	
  

  	
  ALLIED IRISH BANKS, P.L.C.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph Augustini

  
	
   

  	
  Name:

  	
  Joseph Augustini

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ Norbert Galligan

  
	
   

  	
   

  	
  Norbert Galligan

  
	
   

  	
   

  	
  Vice President

  



 


 













 


	
  

  	
  FIFTH THIRD BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ashley Radel

  
	
   

  	
  Name:

  	
  Ashley Radel

  
	
   

  	
  Title:

  	
  Relationship Manager

  



 













 


	
  

  	
  AIB DEBT MANAGEMENT LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Joseph Augustini

  
	
   

  	
  Name:

  	
  Joseph Augustini

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Norbert Galligan

  
	
   

  	
  Name:

  	
  Norbert Galligan

  
	
   

  	
  Title:

  	
  Vice President

  



 













AGREED AND CONSENTED TO:


PiROD, INC.


VALMONT COATINGS, INC.


NEWMARK INTERNATIONAL, INC.


	
  By:

  	
  /s/ Terry J. McClain

  	
   

  
	
  Name:

  	
  Terry J. McClain

  	
   

  
	
  Title:

  	
  Senior Vice President and Chief Financial Officer

  	
   

  



 


Terry J. McClain, as Senior Vice President and Chief
Financial Officer of each of the aforementioned corporations, has executed this
Amendment No. 5 to Credit Agreement intending that all entities set forth above
his signature shall be bound by a single signature as if he had executed
separately for each of such entity.