Exhibit 4.2


 


EXECUTION VERSION


 


Valmont Industries, Inc. 

as the Company


 


 


The Subsidiary Guarantors Named Herein

as the Subsidiary Guarantors


 


and


 


 


Wells Fargo Bank, National Association,

as Trustee


 


 


First Supplemental Indenture


 


Dated as of April 12, 2010


 

















 


TABLE OF CONTENTS


 






 


	
   

  	
  PAGE

  
	
   

  	
   

  
	
  ARTICLE 1

  SCOPE OF FIRST SUPPLEMENTAL INDENTURE

  
	
   

  	
   

  
	
  Section 1.01.
  Scope

  	
  2

  
	
   

  	
   

  
	
  ARTICLE 2

  DEFINITIONS

  
	
   

  	
   

  
	
  Section 2.01.
  Definitions and Other Provisions of General Application

  	
  2

  
	
  Section 2.02.
  Other Definitions

  	
  8

  
	
   

  	
   

  
	
  ARTICLE 3

  FORM AND TERMS OF THE NOTES

  
	
   

  	
   

  
	
  Section 3.01.
  Form and Dating

  	
  8

  
	
  Section 3.02.
  Terms of the Notes

  	
  8

  
	
  Section 3.03.
  Optional Redemption

  	
  10

  
	
  Section 3.04.
  Change of Control Offer

  	
  10

  
	
   

  	
   

  
	
  ARTICLE 4

  SUBSIDIARY GUARANTIES

  
	
   

  	
   

  
	
  Section 4.01.
  Subsidiary Guaranties

  	
  12

  
	
  Section 4.02.
  Notation Not Required

  	
  12

  
	
  Section 4.03.
  Additional Subsidiary Guarantees

  	
  12

  
	
   

  	
   

  
	
  ARTICLE 5

  COVENANTS

  
	
   

  	
   

  
	
  Section 5.01.
  Limitations on Liens

  	
  12

  
	
  Section 5.02.
  Limitation on Sale and Leaseback

  	
  14

  
	
   

  	
   

  
	
  ARTICLE 6

  MISCELLANEOUS

  
	
   

  	
   

  
	
  Section 6.01.
  Trust Indenture Act of 1939

  	
  15

  
	
  Section 6.02.
  Governing Law

  	
  15

  
	
  Section 6.03.
  Duplicate Originals

  	
  15

  
	
  Section 6.04.
  Separability

  	
  15

  
	
  Section 6.05.
  Ratification

  	
  15

  
	
  Section 6.06.
  Effectiveness

  	
  15

  
	
  Section 6.07.
  Successors

  	
  15

  
	
  Section 6.08.
  Trustee’s Disclaimer

  	
  16

  



 


i

















 


	
  EXHIBIT
  A – Form of 6.625% Senior Note due 2020

  	
  A-1

  
	
  EXHIBIT
  B – Form of Supplemental Indenture

  	
  B-1

  



 


ii

















 


FIRST SUPPLEMENTAL INDENTURE


 


FIRST SUPPLEMENTAL INDENTURE (this “First Supplemental Indenture”), dated as of
April 12, 2010, between Valmont Industries, Inc., a Delaware
corporation (the “Company”), the
Subsidiary Guarantors (as defined herein) and Wells Fargo Bank, National
Association, a national banking association, as trustee (the “Trustee”).


 


RECITALS OF THE COMPANY


 


WHEREAS, the Company, the Subsidiary Guarantors and the
Trustee executed and delivered an Indenture, dated as of April 12, 2010
(the “Base Indenture” and as
supplemented by this First Supplemental Indenture, the “Indenture”), to provide for the issuance by
the Company from time to time of its senior debentures, notes or other
evidences of indebtedness (the “Securities”);


 


WHEREAS, Sections 2.01, 2.03 and 9.01 of the Base Indenture
provide that the Company and the Subsidiary Guarantors, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental to the Indenture, without the consent
of any Holders, to, among other things, establish the form or terms of
Securities of any series as permitted by the Indenture;


 


WHEREAS, the issuance and sale of $300,000,000 aggregate
Principal amount of a new series of the Securities of the Company designated as
its 6.625% Senior Notes due 2020 (the “Notes”)
have been authorized by resolutions adopted by the Board of Directors of the
Company and each Subsidiary Guarantor;


 


WHEREAS, the Company
desires to issue and sell $300,000,000 aggregate Principal amount of the Notes
as of the date hereof;


 


WHEREAS, the Company desires to establish the form and
terms of the Notes;


 


WHEREAS, all things necessary to make this First
Supplemental Indenture a legal and binding supplement to the Indenture in
accordance with its terms and the terms of the Indenture have been done;


 


WHEREAS, the Company
and each Subsidiary Guarantor has complied with all conditions precedent
provided for in the Indenture relating to this First Supplemental Indenture;
and


 


WHEREAS, the Company
has requested that the Trustee execute and deliver this First Supplemental
Indenture.


 

















 


NOW, THEREFORE:


 


For and in consideration of the premises stated
herein and the purchase of the Notes by the Holders thereof, the Company, the
Subsidiary Guarantors and the Trustee covenant and agree, for the equal and
proportionate benefit of the Holders of the Notes, as follows:


 


ARTICLE 1

SCOPE OF FIRST SUPPLEMENTAL INDENTURE


 


Section 1.01.  Scope.  This First Supplemental Indenture
constitutes a supplement to the Base Indenture and an integral part of the
Indenture and shall be read together with the Base Indenture as though all the
provisions thereof are contained in one instrument.  Except as expressly amended by the First
Supplemental Indenture, the terms and provisions of the Base Indenture shall
remain in full force and effect. 
Notwithstanding the foregoing, this First Supplemental Indenture shall
only apply to the Notes.


 


ARTICLE 2

DEFINITIONS


 


Section 2.01.  Definitions and Other
Provisions of General Application.  For
all purposes of this Supplemental Indenture unless otherwise specified herein:


 


(a)        all terms used in this Supplemental Indenture which are not
otherwise defined herein shall have the meanings they are given in the Base
Indenture;


 


(b)        the provisions of general application stated in Section 1.04
of the Base Indenture shall apply to this Supplemental Indenture, except that
the words “herein,”  “hereof,”  “hereto”  and  “hereunder”
and other words of similar import refer to this Supplemental Indenture as a
whole and not to the Base Indenture or any particular Article, Section or
other subdivision of the Base Indenture or this Supplemental Indenture;


 


(c)        Section 1.01 of the Base Indenture is amended and
supplemented, solely with respect to the Notes, by inserting the following
additional defined terms in their appropriate alphabetical positions:


 


“Adjusted Treasury
Rate” means, with respect to any date of redemption, the rate per
annum equal to the semi-annual equivalent Yield to Maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed
as a percentage of its Principal amount) equal to the Comparable Treasury Price
for that date of redemption.


 

















 


“Attributable Debt”
means, as to any particular lease under which any Person is at the time liable,
at any date as of which the amount thereof is to be determined, the total net
amount of rent required to be paid by such Person under such lease during the
remaining term thereof (after giving effect to any extensions at the option of
the lessee), discounted from the respective due dates thereof to such date at
the rate per annum borne by the Notes.


 


“Capital Stock”
means, with respect to any Person, any and all shares of stock of a
corporation, partnership interests or other equivalent interests (however
designated, whether voting or non-voting) in such Person’s equity, entitling
the holder to receive a share of the profits and losses, and a distribution of
assets, after liabilities, of such Person.


 


“Change of Control” means the occurrence of
any of the following:


 


(1)                                  the direct or indirect sale, lease, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or more
series of related transactions, of all or substantially all of the Company’s
assets and the assets of the Company’s Subsidiaries, taken as a whole, to any “person”
(as that term is used in Section 13(d)(3) of the Exchange Act), other
than the Company or one of the Company’s Subsidiaries;


 


(2)                                  the consummation of any transaction (including, without limitation, any
merger or consolidation) the result of which is that any “person” (as that term
is used in Section 13(d)(3) of the Exchange Act), other than the
Company or one of the Company’s Subsidiaries, becomes the “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of more than 50% of the Company’s then outstanding Voting Stock or other Voting
Stock into which the Company’s Voting Stock is reclassified, consolidated,
exchanged or changed, measured by voting power rather than number of shares;


 


(3)                                  the Company consolidates with, or merges with or into, any Person, or
any Person consolidates with, or merges with or into, the Company, in any such
event pursuant to a transaction in which any of the outstanding Voting Stock of
the Company or such other Person is converted into or exchanged for cash,
securities or other property, other than any such transaction where the shares
of the Voting Stock of the Company outstanding immediately prior to such
transaction constitute, or are converted into or exchanged for, a majority of
the Voting Stock of the surviving Person immediately after giving effect to
such transaction;


 


(4)                                  the first day on which a majority of the members of the Company’s board
of directors are not Continuing Directors; or


 


(5)                                  the adoption of a plan relating to the Company’s liquidation or
dissolution.


 

















 


Notwithstanding the
foregoing, a transaction will not be considered to be a Change of Control if (x) the
Company becomes a direct or indirect wholly owned subsidiary of a holding
company and (y)(I) immediately following that transaction, the direct or
indirect holders of the Voting Stock of the holding company are substantially
the same as the holders of the Company’s Voting Stock immediately prior to that
transaction or (II) immediately following that transaction, no Person is
the beneficial owner, directly or indirectly, of more than 50% of the Voting
Stock of such holding company.


 


“Change of Control Triggering Event”
means the occurrence of both a Change of Control and a Rating Event that
relates to such Change of Control.


 


“Comparable Treasury Issue” means the United States Treasury
security selected by the Quotation Agent that would be utilized, at the time of
selection and in accordance with customary financial practice, in pricing new
issues of corporate debt securities of comparable maturity to the remaining
term of the Notes.


 


“Comparable Treasury Price” means, with respect to any date
of redemption, (1) the average of the Reference Treasury Dealer Quotations
for the date of redemption, after excluding the highest and lowest Reference
Treasury Dealer Quotations, or (2) if the Quotation Agent obtains fewer
than four Reference Treasury Dealer Quotations, the average of all such Reference
Treasury Dealer Quotations.


 


“Consolidated Net Tangible Assets” means the aggregate amount
of assets (less applicable reserves and other properly deductible items) after
deducting therefrom (1) all current liabilities (excluding any liabilities
constituting Funded Debt by reason of being renewable or extendible) and (2) all
goodwill, trade names, trademarks, patents, unamortized debt discount and
expense and other intangibles, all as set forth on the most recent consolidated
balance sheet of the Company
and the Company’s consolidated
Subsidiaries and computed in accordance with GAAP.


 


“Continuing Directors”
means, as of any date of determination, any member of the Company’s board of
directors who:


 


(1)                                  was a member of such board of directors on the first date that any of
the Notes were issued; or


 


(2)                                  was nominated for election, elected or appointed to such board of
directors with the approval of a majority of the Continuing Directors who were
members of such board of directors at the time of such nomination, election or
appointment (either by a specific vote or by approval of a proxy statement in
which such member was named as a nominee for election as a director).


 

















 


“Domestic Subsidiary” means a Subsidiary of the Company except a Subsidiary which
neither transacts any substantial portion of its business nor regularly
maintains any substantial portion of its fixed assets within the United States
of America.


 


“Exempted Debt” means the sum of the following items
outstanding as of the date Exempted Debt is being determined: (1) indebtedness
of the Company and the Company’s Subsidiaries incurred
after the date of the Indenture and secured by Mortgages created or assumed
pursuant to Section 5.01(b) of this First Supplemental Indenture and (2) Attributable
Debt of the Company and the Company’s Subsidiaries in respect
of every sale and leaseback transaction entered into after the date of the
Indenture and pursuant to Section 5.02(b) of this First Supplemental
Indenture.


 


“Funded Debt” means all Debt, other than Debt subordinated in
right of payment to the Notes, having a maturity of more than twelve months
from the date as of which the amount thereof is to be determined, or having a
maturity of less than twelve months from the date as of which the amount thereof
is to be determined but by its terms being renewable or extendible beyond
twelve months from such date at the option of the borrower.


 


“Issue Date” means the date on which the Notes are originally
issued under the Indenture.


 


“Principal Property” means the
headquarters of the Company and any building, structure or other facility,
together with the land upon which it is erected and fixtures comprising a part
thereof, used primarily for manufacturing, distribution or warehousing, owned
or leased by the Company or any Subsidiary Guarantor or Domestic Subsidiary; provided however that the term “Principal Property” does not include any of
the above referenced property: (1) financed through the issuance of tax
exempt governmental obligations or (2) that the Company’s board of
directors determines in good faith is not materially important to the total
business of the Company and the Company’s Subsidiaries.


 


“Quotation Agent” means one of the Reference Treasury Dealers
appointed by the Company.


 


“Rating Agencies” means:


 


(1)                                  each of Moody’s Investors Service, Inc., a subsidiary of Moody’s
Corporation, and its successors, and Standard & Poor’s Ratings
Services, a division of The McGraw-Hill Companies, Inc., and its
successors; and


 


(2)                                  if
either such Rating Agency ceases to rate the Notes or fails to make a rating of
the Notes publicly available for reasons outside of the Company’s control, a
substitute Rating Agency chosen by the Company.


 

















 


“Rating Event” means with respect to a
Change of Control, if the Notes carry immediately prior to the first public
announcement of the occurrence of such Change of Control or of the intention to
effect such Change of Control:


 


(1)                                  an investment grade credit rating (BBB-/Baa3, or equivalent, or better)
from both Rating Agencies, and the rating from both Rating Agencies is, within
60 days of the earlier of the occurrence of such Change of Control or the first
public announcement of the intention to effect such Change of Control (which
period shall be extended so long as the rating of the Notes is under publicly
announced consideration for possible downgrade by either Rating Agency), either
downgraded to a non-investment grade credit rating (BB+/Ba1 or equivalent, or
worse) or withdrawn and is not within such period subsequently (in the case of
a downgrade) upgraded to an investment grade credit rating or (in the case of a
withdrawal) replaced by an investment grade credit rating;


 


(2)                                  a non-investment grade credit rating (BB+/Ba1, or equivalent, or worse)
from both Rating Agencies, and the rating from both Rating Agencies is, within
60 days of the earlier of the occurrence of such Change of Control or the first
public announcement of the intention to effect such Change of Control (which
period shall be extended so long as the rating of the Notes is under publicly
announced consideration for possible downgrade by either Rating Agency), either
downgraded by one or more notches (for illustration, Ba1 to Ba2 being one
notch) or withdrawn and is not within such period subsequently upgraded to its
earlier credit rating or better by both Rating Agencies; or


 


(3)                                  both (i) an investment grade credit rating (BBB-/Baa3, or
equivalent, or better) from one Rating Agency, and the rating is, within 60
days of the earlier of the occurrence of such Change of Control or the first
public announcement of the intention to effect such Change of Control (which
period shall be extended so long as the rating of the Notes is under publicly
announced consideration for possible downgrade by either Rating Agency), either
downgraded to a noninvestment grade credit rating (BB+/Ba1, or equivalent, or
worse) or withdrawn and is not within such period subsequently (in the case of
a downgrade) upgraded to an investment grade credit rating by such Rating
Agency or (in the case of a withdrawal) replaced by an investment grade credit
rating from such Rating Agency and (ii) a non-investment grade credit
rating (BB+/Ba1, or equivalent, or worse) from the other Rating Agency, and the
rating is, within 60 days of the earlier of the occurrence of such Change of
Control or the first public announcement of the intention to effect such Change
of Control (which period shall be extended so long as the rating of the Notes
is under publicly announced consideration for possible downgrade by either
Rating Agency), either downgraded by one or more notches (for illustration, Ba1
to Ba2 being one notch) or withdrawn and is not within


 

















 


such period
subsequently upgraded to its earlier credit rating or better by such Rating
Agency;


 


provided that in making the
relevant decision(s) referred to above to downgrade or withdraw such
ratings, as applicable, the relevant Rating Agency announces publicly or
confirms in writing to the Company that such decision(s) resulted, in
whole or in part, from the occurrence of such Change of Control or the first
public announcement of the intention to effect such Change of Control.


 


“Reference Treasury Dealer” means (1) each of Banc of
America Securities LLC and Credit Suisse Securities (USA) LLC and the
respective successors of the foregoing; provided,
however, that if any of the foregoing shall cease to be a primary U.S.
Government securities dealer in New York City (a “Primary
Treasury Dealer”), the
Company shall substitute another Primary Treasury Dealer, and (2) any
other Primary Treasury Dealer selected by the Company.


 


“Reference Treasury Dealer Quotations” means, with respect to
each Reference Treasury Dealer and any date of redemption, the average, as
determined by the Quotation Agent, of the bid and asked prices for the
Comparable Treasury Issue (expressed in each case as a percentage of its
principal amount) quoted in writing to the Quotation Agent by that Reference
Treasury Dealer at 5:00 p.m., New York City time, on the third Business
Day preceding that date of redemption.


 


“Restricted Subsidiary” means (1) any Subsidiary
Guarantor and (2) any Domestic Subsidiary owning a Principal Property.


 


“Revolving Credit Facility” means that certain credit
agreement by and among the Company and certain Subsidiaries of the Company
party thereto, as borrowers, the lenders party thereto, and Bank of America,
N.A., as administrative agent, dated as of October 16, 2008, as amended,
amended and restated, supplemented or modified, renewed, refinanced or replaced
from time to time.


 


“Voting Stock” means, with respect to
any specified Person as of any date, the Capital Stock of such Person (whether
now or hereafter authorized, regardless of whether such Capital Stock shall be
limited to a fixed sum or percentage with respect to the rights of the holders
thereof to participate in dividends and in the distribution of assets upon the
voluntary or involuntary liquidation, dissolution or winding up of such
corporation) that is at the time entitled to vote generally in the election of
the board of directors of such Person.


 


Section 2.02.  Other Definitions.  Each of the following terms is
defined in the section set forth opposite such term:


 


	
  Term

  	
   

  	
  Section

  
	
  Change of Control Offer

  	
   

  	
  Section 3.04(a)

  



 

















 


	
  Change of Control Payment

  	
   

  	
  Section 3.04(a)

  
	
  Change of Control Payment Date

  	
   

  	
  Section 3.04(b)

  
	
  DTC

  	
   

  	
  Section 3.02(k)

  
	
  Mortgage

  	
   

  	
  Section 5.01(a)

  
	
  Sale and Leaseback Transaction

  	
   

  	
  Section 5.02(a)

  



 


ARTICLE 3

FORM AND TERMS OF THE NOTES


 


Section 3.01.  Form and Dating.


 


(a)        The Notes shall be substantially in the form of Exhibit A
attached hereto.  The Notes shall be
executed on behalf of the Company by one Officer of the Company.  The Notes may have legend or legends or
endorsements as may be required to comply with any law, or with any rules of
any securities exchange or usage.  The
Notes shall be dated the date of their authentication.  The Notes and any beneficial interest in the
Notes shall be in minimum denominations of $2,000 and integral multiples of
$1,000 in excess thereof.


 


(b)        The terms contained in the Notes shall constitute, and are
hereby expressly made, a part of the Indenture as supplemented by this First
Supplemental Indenture and the Company, the Subsidiary Guarantors and the
Trustee, by their execution and delivery of this First Supplemental Indenture,
expressly agree to such terms and provisions and to be bound thereby.


 


Section 3.02.  Terms of the Notes.  The following terms relating to
the Notes are hereby established:


 


(a)        Title.  The Notes shall constitute a series of
Securities having the title “6.625% Senior Notes due 2020.”


 


(b)        Principal Amount.  The aggregate Principal amount of the Notes
that may be authenticated and delivered under the Indenture, as amended hereby,
shall be $300,000,000 on the Issue Date. 
The Company may, without notice to or the consent of the Holders, create
and issue additional Securities having the same terms as, and ranking equally
and ratably with, the Notes in all respects and so that such additional Notes
will be consolidated and form a single series with, and have the same terms as
to status, redemption or otherwise as, the Notes initially issued.  Any additional Securities that are
consolidated and form a single series with the Notes will be issued for U.S.
federal income tax purposes in a “qualified reopening” or with no more than a de minimis amount of original issue discount.


 


(c)        Maturity Date.  The entire outstanding Principal of the Notes
shall be payable on April 20, 2020.


 
















 


(d)        Interest Rate.  The rate at which the Notes shall bear
interest shall be 6.625% per annum; the date from which interest shall accrue
on the Notes shall be April 12, 2010 or the most recent interest payment
date to which interest has been paid or duly provided for; the interest payment
dates for the Notes shall be April 20 and October 20 of each year,
beginning October 20, 2010; the interest so payable and punctually paid or
duly provided for, on any interest payment date, will be paid to the Person in whose
names the Notes are registered at the close of business on the record date for
such interest, which shall be April 5 or October 5, as the case may
be, immediately preceding such interest payment date, except that interest
payable at maturity will be paid to the same Persons to whom Principal of the
Notes is payable; the interest will be computed on the basis of a 360-day year
consisting of twelve 30-day months.


 


(e)        Place of Payment of
Principal and Interest.  Section 4.02
of the Base Indenture shall apply to the Notes.


 


(f)         Mandatory Redemption,
Repurchase or Repayment.. 
Except as provided pursuant Section 3.04, the Company shall have no
other obligation to redeem, purchase or repay the Notes pursuant to any
mandatory redemption, sinking fund or analogous provisions or at the option of
a Holder thereof.


 


(g)        Currency of the Notes.  The Notes shall be denominated, and payment
of Principal and interest of the Notes shall be payable in, the currency of the
United States of America.


 


(h)        Registered Form.
 The Notes shall be issuable as
Registered Global Securities. Section 2.07 of the Base Indenture shall
apply to the Notes. The Notes may be issued in definitive form pursuant to the
terms of the Base Indenture.


 


(i)         Exchange or Conversion.  The Notes shall not be exchangeable for or
convertible into the common stock of the Company or any other security.


 


(j)         Additional Amounts.  The Company will not pay any additional
amounts on the Notes.


 


(k)        Depositary.  The Depositary for any Notes issued as Global
Registered Securities shall be The Depository Trust Company in The City of New
York (“DTC”) or any successor Depositary
appointed by the Company within 90 days of the termination of services of DTC
(or any successor to DTC).


 


(l)         Satisfaction and
Discharge.  Article 8 of
the Base Indenture shall apply to the Notes.


 


(m)       Default.  Article 6 of the Base Indenture shall
apply to the Notes.


 

















 


Section 3.03.  Optional Redemption.


 


(a)        The Company may redeem the Notes at its option, in whole at
any time or in part from time to time, at a redemption price equal to the
greater of (i) 100% of the Principal amount of the Notes to be redeemed,
and (ii) as determined by the Quotation Agent, the sum of the present
values of the remaining scheduled payments of Principal and interest on the
Notes to be redeemed (not including any portion of those payments of interest
accrued to the date of redemption) from the redemption date to the maturity
date of the Notes being redeemed, in each case, discounted to the date of
redemption on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Adjusted Treasury Rate plus 45 basis points, plus, in
each case, accrued and unpaid interest on the Notes to the date of redemption.


 


(b)        Article 3 of the Base Indenture shall apply to the Notes
with respect to any redemption pursuant to Section 3.03(a).


 


Section 3.04.  Change of Control Offer.


 


(a)        If a Change of Control Triggering Event occurs, each Holder
of the Notes will have the right to require the Company to purchase all or a
portion (equal to $2,000 Principal amount and any integral multiples of $1,000
in excess thereof) of such Holder’s Notes pursuant to the offer described below
(a “Change of Control Offer”) at a
purchase price equal to 101% of the aggregate Principal amount of the Notes
repurchased, plus accrued and unpaid interest, if any, to the date of
repurchase (the “Change of Control Payment”),
subject to the rights of Holders of Notes on the relevant record date to
receive interest due on the relevant interest payment date.


 


(b)        The Company will be required to send a notice to each Holder
of the Notes by first class mail, with a copy to the Trustee, within 30 days
following the date upon which any Change of Control Triggering Event occurred,
or at the Company’s option, prior to any Change of Control but after the public
announcement of the pending Change of Control. 
The notice will govern the terms of the Change of Control Offer and will
describe, among other things, the transaction that constitutes or may
constitute the Change of Control Triggering Event and the purchase date.  The purchase date will be at least 30 days
but no more than 60 days from the date such notice is mailed, other than as may
be required by law (a “Change of Control
Payment Date”).  If the notice
is mailed prior to the date of consummation of the Change of Control, the
notice will state that the Change of Control Offer is conditioned on the Change
of Control being consummated on or prior to the Change of Control Payment Date.


 


(c)        On the Change of Control Payment Date, the Company will, to
the extent lawful:


 


(i)        accept
for payment all properly tendered Notes or portions of Notes not validly
withdrawn;


 

















 


(ii)       deposit
with the Paying Agent the required payment for all properly tendered Notes or
portions of Notes not validly withdrawn; and


 


(iii)      deliver
or cause to be delivered to the Trustee the repurchased Notes, accompanied by
an Officers’ Certificate stating, among other things, the aggregate Principal
amount of repurchased Notes.


 


(d)        The Company will not be required to make a Change of Control
Offer with respect to the Notes upon the occurrence of a Change of Control
Triggering Event if a third party makes a Change of Control Offer in the
manner, at the times and otherwise in compliance with the requirements for a
Change of Control Offer made by the
Company and the third party purchases all Notes properly tendered and
not withdrawn under its Change of Control Offer.


 


(e)        The Company will comply with the requirements of Rule 14e-1
under the Exchange Act and any other securities laws and regulations
thereunder, to the extent those laws and regulations are applicable, in
connection with the repurchase of Notes as a result of a Change of Control
Triggering Event.  To the extent that the
provisions of any such securities laws or regulations conflict with the Change
of Control Offer provisions of the Notes, the Company will comply with those
securities laws and regulations and will not be deemed to have breached the
Company’s obligations under the Change of Control Offer provisions of the Notes
by virtue of any such conflict.


 


ARTICLE 4

SUBSIDIARY GUARANTIES


 


Section 4.01.  Subsidiary Guaranties.  Each Subsidiary Guarantor agrees that Article 10
of the Base Indenture shall be applicable to the Notes.


 


Section 4.02.  Notation
Not Required.  Neither the
Company nor any Subsidiary Guarantor shall be required to make a notation on
the Notes to reflect the Subsidiary Guaranties or any release, termination or
discharge thereof.


 


Section 4.03.  Additional Subsidiary Guarantees.  In addition to the covenants set forth in Article 4
of the Base Indenture, the Company agrees for the benefit of the Holders of the
Notes that if any of the Company’s Subsidiaries, including any Subsidiary that
the Company or any of the Company’s Subsidiaries may organize, acquire or
otherwise invest in after the date of the Indenture that is not a Subsidiary
Guarantor, guarantees, or, in the case of Domestic Subsidiaries, becomes
otherwise obligated under, the Revolving Credit Facility, then such Subsidiary
shall (a) execute and deliver to the Trustee a supplemental indenture
substantially in the Form of Exhibit B or otherwise satisfactory to
the Trustee pursuant to which such Subsidiary shall unconditionally guarantee
all of the Company’s obligations under the Notes and the Indenture in respect
of the Notes on the terms set forth in the Indenture and (b) deliver to
the Trustee an Opinion of


 

















 


Counsel that such supplemental indenture has
been duly authorized, executed and delivered by such Subsidiary and constitutes
a legal, valid, binding and enforceable obligation of such Subsidiary.  Thereafter, such Subsidiary shall be a
Subsidiary Guarantor for all purposes of the Indenture until release pursuant
to Section 10.07 of the Base Indenture.


 


ARTICLE 5

COVENANTS


 


In addition to the covenants set forth in Article 4
of the Base Indenture, the Company agrees for the benefit of the Holders of the
Notes that:


 


Section 5.01.  Limitations on Liens.


 


(a)        So long as any Notes are outstanding, the Company will not,
nor will the Company permit any Subsidiary Guarantor or Domestic Subsidiary to,
incur, issue, assume or guarantee any Debt secured by any mortgage or other
encumbrance (a “Mortgage”), on any
Principal Property owned by the Company,
one of the Company’s Subsidiary
Guarantors or one of the Company’s
other Domestic Subsidiaries or any shares of stock or Debt of any Restricted
Subsidiaries, without concurrently securing the Notes equally and ratably with
such Debt so long as such Debt shall be so secured.  This restriction does not apply to Debt
secured by:


 


(i)        Mortgages
existing at the Issue Date;


 


(ii)       Mortgages
on property of, or on any shares of stock of, any Person existing at the time
it becomes a Subsidiary, provided such Mortgages
were in existence before the contemplation of such Person becoming a
Subsidiary;


 


(iii)      Mortgages
on property of the Company, a Subsidiary Guarantor or a Domestic Subsidiary or
shares of stock of a Restricted Subsidiary (A) existing at the time of
acquisition thereof (including acquisition through merger or consolidation), (B) to
secure the payment of all or any part of the purchase price or construction
cost thereof or (C) to secure any Debt incurred prior to, at the time of,
or within 180 days after, the acquisition of such property or shares or the
completion of any such construction and commencement of full operation of such
property for the purpose of financing all or any portion of the purchase price
or construction cost thereof;


 


(iv)     Mortgages
in favor of the Company or any Restricted Subsidiary;


 

















 


(v)      Mortgages
in favor of the United States, any state or any subdivision, department, agency
or other instrumentality thereof, to secure progress, advance or other payments
pursuant to any contract or provision of any statute;


 


(vi)     Mortgages
in favor of the administrative agent and lenders under the Revolving Credit
Facility securing any obligations under the Revolving Credit Facility, provided that the principal amount of the Debt secured does
not exceed the aggregate amount of the commitments under the Revolving Credit
Facility in effect on the date the Notes are issued; or


 


(vii)    extensions,
renewals or replacements (or successive extensions, renewals or replacements),
in whole or in part, of any Mortgage referred to in (i) through (vi).


 


(b)        Notwithstanding the limitations on liens described in Section 5.01(a),
the Company, any Subsidiary Guarantor or any Restricted Subsidiary may incur,
issue, assume or guarantee any Debt secured by a Mortgage on any Principal
Property owned by the Company or one of the Company’s Subsidiary Guarantors or
of the Company’s other Domestic Subsidiaries or any shares of stock or Debt of
any Restricted Subsidiaries, in addition to that permitted in this Section 5.01
and without any obligation to secure the Notes, provided
that at the time of such incurrence, issuance, assumption or guarantee of such
Debt, and after giving effect thereto, Exempted Debt, in the aggregate, does
not exceed 15% of the Company’s Consolidated Net Tangible Assets, taken as a
whole.


 


Section 5.02.  Limitation on Sale and Leaseback.


 


(a)        So long as any Notes are outstanding, the Company will not
itself, and it will not permit any Restricted Subsidiary to, enter into any
arrangement with any Person providing for the leasing by the Company or such
Restricted Subsidiary for a period, including renewals, in excess of one year
of any Principal Property of the Company, a Subsidiary Guarantor or any
Domestic Subsidiary which has been or is to be sold or transferred, more than
180 days after the later of (i) the acquisition thereof, (ii) the
completion of construction thereof or (iii) the commencement of full
operation thereof, by the Company or any such Restricted Subsidiary to such
Person or to any other Person to whom funds have been or are to be advanced by
such Person on the security of such Principal Property (herein referred to as a
“Sale and Leaseback Transaction”)
unless either:


 


(i)        the
Company or such Restricted Subsidiary could create Debt secured by a Mortgage
pursuant to Section 5.01 on the Principal Property to be leased back in an
amount equal to the Attributable Debt with respect to such Sale and Leaseback
Transaction without equally and ratably securing the Notes; or


 

















 


(ii)       within
180 days after the sale or transfer shall have been made by the Company or by
any such Restricted Subsidiary, the Company applies an amount equal to the
greater of (i) the net proceeds of the sale of the Principal Property sold
and leased back pursuant to such arrangement or (ii) the fair market value
of the Principal Property so sold and leased back at the time of entering into
such arrangement (as determined by the Chairman and Chief Executive Officer and
the Senior Vice President and Chief Financial Officer of the Company) to the
retirement of Funded Debt of the Company or any Restricted Subsidiary, provided that the amount to be applied to the retirement of
Funded Debt of the Company or any Restricted Subsidiary shall be reduced by (a) the
principal amount of any Notes delivered within 180 days after such sale to the
Trustee for retirement and cancellation, and (b) the principal amount of
Funded Debt, other than Notes, voluntarily retired by the Company within 180
days after such sale.  Notwithstanding
the foregoing, no retirement referred to in this clause may be effected by
payment at maturity or pursuant to any mandatory sinking fund payment or any
mandatory prepayment provision.


 


(b)        Notwithstanding the provisions of Section 5.02(a), the
Company or any Subsidiary Guarantor or any Domestic Subsidiary may enter into a
Sale and Leaseback Transaction in addition to that permitted by Section 5.02(a) and
without any obligation to retire any Notes or other Debt referred to in Section 5.02(a),
provided that at the time of entering
into such Sale and Leaseback Transaction and after giving effect thereto,
Exempted Debt, in the aggregate, does not exceed 15% of Consolidated Net
Tangible Assets of the Company, taken as a whole.


 


ARTICLE 6

MISCELLANEOUS


 


Section 6.01.  Trust Indenture Act of 1939. 
This First Supplemental Indenture shall incorporate and be governed by
the provisions of the Trust Indenture Act that are required to be part of and
to govern indentures qualified under the Trust Indenture Act.


 


Section 6.02.  Governing Law.  The laws of the State of New York shall
govern this First Supplemental Indenture and the Notes.


 


Section 6.03.  Duplicate
Originals.  The parties may
sign any number of copies of this First Supplemental Indenture.  Each signed copy shall be an original, but
all of them together represent the same agreement.


 


Section 6.04.  Separability.  In case any provision in this First
Supplemental Indenture or the Notes shall be invalid, illegal or unenforceable,
the validity, legality and enforceability of the remaining provisions shall not
in any way be affected or impaired thereby.


 

















 


Section 6.05.  Ratification.  The Base Indenture, as supplemented and
amended by this First Supplemental Indenture, is in all respects ratified and
confirmed.  The Base Indenture and this
First Supplemental Indenture shall be read, taken and construed as one and the
same instrument.  All provisions included
in this First Supplemental Indenture supersede any conflicting provisions included
in the Base Indenture unless not permitted by law.  The Trustee accepts the trusts created by the
Base Indenture, as supplemented by this First Supplemental Indenture, and
agrees to perform the same upon the terms and conditions of the Base Indenture,
as supplemented by this First Supplemental Indenture.


 


Section 6.06.  Effectiveness.  The provisions of this First Supplemental
Indenture shall become effective as of the date hereof.


 


Section 6.07.  Successors.  All agreements of the Company and the
Subsidiary Guarantors in this First Supplemental Indenture shall bind their
successors.  All agreements of the
Trustee in this First Supplemental Indenture shall bind its successors.


 


Section 6.08.  Trustee’s
Disclaimer.  The recitals
contained herein shall be taken as the statements of the Company and the
Subsidiary Guarantors and the Trustee assumes no responsibility for their
correctness.  The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Supplemental Indenture, the Notes, the Subsidiary
Guaranties or for or in respect of the recitals contained herein, all of which
recitals are made solely by the Company and the Subsidiary Guarantors.


 


[Remainder of page intentionally left blank.]


 

















 


IN WITNESS WHEREOF, the parties hereto have caused
this First Supplemental Indenture to be duly executed as of the date first
above written.


 


 


	
   

  	
  VALMONT
  INDUSTRIES, INC.

  as the Company

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Terry J. McClain

  
	
   

  	
  Name:

  	
  Terry
  J. McClain

  
	
   

  	
  Title:

  	
  Senior
  Vice President & Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  PIROD,
  INC.

  as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Terry J. McClain

  
	
   

  	
  Name:

  	
  Terry
  J. McClain

  
	
   

  	
  Title:

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  VALMONT
  COATINGS, INC.

  as a Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Terry J. McClain

  
	
   

  	
  Name:

  	
  Terry
  J. McClain

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  VALMONT
  NEWMARK, INC.

  as a Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Terry J. McClain

  
	
   

  	
  Name:

  	
  Terry
  J. McClain

  
	
   

  	
  Title:

  	
  Executive
  Vice President

  
				



 


 


[Signature Page to First Supplemental Indenture]


 

















 


	
   Signed sealed and delivered by Valmont Queensland
  Pty Ltd ACN 142 183 800 in accordance with s127 of the Corporations
  Act 2001 (Cth) in the presence of:

  	
   

  	
  VALMONT
  QUEENSLAND PTY LTD.

  as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:
  

  	
  /s/
  E. Robert Meaney

  
	
  Name:

  	
  E.
  Robert Meaney

  
	
  Title:

  	
  Director

  
	
   

  	
   

  
	
  By:
  

  	
  /s/
  Roger Andrew Massey

  
	
  Name:

  	
  Roger
  Andrew Massey

  
	
  Title:

  	
  Director

  



 


 


	
  Signed
  sealed and delivered by Valmont Group Pty Ltd ACN 142 189 295 in accordance
  with s127 of the Corporations Act 2001 (Cth)
  in the presence of:

  	
   

  	
  VALMONT
  GROUP PTY LTD.

  as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:
  

  	
  /s/
  E. Robert Meaney

  
	
  Name:

  	
  E.
  Robert Meaney

  
	
  Title:

  	
  Director

  
	
   

  	
   

  
	
  By:
  

  	
  /s/
  Roger Andrew Massey

  
	
  Name:

  	
  Roger
  Andrew Massey

  
	
  Title:

  	
  Director

  



 


 


[Signature Page to First Supplemental Indenture]


 

















 


	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION,

  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Gregory S. Clarke

  
	
   

  	
  Name:

  	
  Gregory
  S. Clarke

  
	
   

  	
  Title:

  	
  Vice
  President

  



 


 


[Signature Page to First Supplemental Indenture]


 
















 


EXHIBIT A


 


[UNLESS THIS CERTIFICATE IS PRESENTED BY AN
AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, TO THE COMPANY OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
CERTIFICATE ISSUED IN EXCHANGE FOR THIS CERTIFICATE OR ANY PORTION HEREOF IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR
SUCH OTHER REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY OR SUCH OTHER NAME AS
IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY
(AND ANY PAYMENT HEREON IS MADE TO CEDE & CO.), ANY TRANSFER, PLEDGE
OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON OTHER THAN THE
DEPOSITORY TRUST COMPANY OR CEDE & CO. IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]


 


[THIS NOTE IS A GLOBAL SECURITY AND IS REGISTERED IN
THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. TRANSFERS OF THIS GLOBAL NOTE
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF THE
DEPOSITORY TRUST COMPANY OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE
AND TRANSFERS OF PORTIONS OF THIS GLOBAL NOTE SHALL BE LIMITED TO TRANSFERS
MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO
ON THE REVERSE HEREOF.]


 


6.625%
Senior Note due 2020


 


VALMONT INDUSTRIES, INC.


 


	
   

  	
   

  	
  CUSIP: 920253AD3

  
	
   

  	
   

  	
  ISIN: US920253AD32

  
	
  No. 001

  	
   

  	
  $300,000,000

  



 


VALMONT INDUSTRIES, INC., a
corporation duly organized and existing under the laws of the State of Delaware
(herein called the “Company,” which term includes any successor
corporation under the Indenture hereinafter referred to on the reverse hereof),
for value received, promises to pay to CEDE & CO., or its registered
assigns, the Principal sum of THREE HUNDRED MILLION DOLLARS ($300,000,000) or
such other amount as indicated on the Schedule of Increases and Decreases
attached hereto on April 20, 2020.


 


Interest Rate: 6.625% per
year


 


A-1

















 


Interest Payment Dates: April 20
and October 20 of each year, commencing October 20, 2010


 


Record Dates: April 5
and October 5


 


Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which will for all purposes have the same effect
as if set forth at this place.


 


Unless the certificate of authentication hereon has
been executed by the Trustee referred to on the reverse hereof, directly or
through an Authenticating Agent, by the manual or facsimile signature of an
authorized Officer, this Note shall not be entitled to any benefit under the
Indenture or be valid or obligatory for any purpose.


 


A-2

















 


IN WITNESS WHEREOF, the Company has caused this
instrument to be duly executed.


 


Dated: April 12, 2010


 


	
   

  	
  VALMONT,
  INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Terry
  J. McClain

  
	
   

  	
   

  	
  Title:

  	
  Senior
  Vice President and Chief Financial Officer

  



 

















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Notes of the series designated
therein referred to in the within-mentioned Indenture.


 


Dated: April 12, 2010


 


	
   

  	
   

  	
  WELLS
  FARGO BANK, NATIONAL ASSOCIATION 

  
	
   

  	
   

  	
  as the Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  



 

















 


[REVERSE OF NOTE]


 


6.625% SENIOR NOTE DUE 2020


 


Indenture.  This Note is
one of the 6.625% Senior Notes due 2020 (the “Notes”)
of the Company issued under an Indenture, dated as of April 12, 2010 (the “Base Indenture”), between the Company, the
Subsidiary Guarantors named therein (the “Subsidiary
Guarantors”) and Wells Fargo Bank, National Association, as Trustee
(herein called the “Trustee,” which term includes any successor
trustee under the Indenture), as supplemented by the First Supplemental
Indenture dated April 12, 2010 (the “First
Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of
the Company, the Subsidiary Guarantors, the Trustee and the Holders of the
Notes and of the terms upon which the Notes are, and are to be, authenticated
and delivered.  To the extent that the
terms of the Indenture and this Note are inconsistent, the terms of the
Indenture shall govern.  The aggregate
Principal amount of the Notes that may be authenticated and delivered under the
Indenture, as amended hereby, shall be $300,000,000. The Company may, without
notice to or the consent of the Holders, create and issue additional Securities
having the same terms as, and ranking equally and ratably with, the Notes in
all respects and so that such additional Notes will be consolidated and form a
single series with, and have the same terms as to status, redemption or
otherwise as, the Notes initially issued. 
Any additional Securities that are consolidated and form a single series
with the Notes will be issued for U.S. federal income tax purposes in a “qualified
reopening” or with no more than a de minimis
amount of original issue discount.


 


Interest.  The Company
promises to pay interest on the Principal amount of the Notes at the rate per
year described above.  Interest on the
Notes will accrue from April 12, 2010. 
Interest on the Notes will be payable semi-annually on April 20 and
October 20 of each year, beginning October 20, 2010. The interest so
payable and punctually paid or duly provided for, on any interest payment date,
will be paid to the Person in whose names the Notes are registered at the close
of business on the record date for such interest, which shall be April 5
or October 5, as the case may be, preceding such interest payment date,
except that interest payable at maturity will be paid to the same Persons to
whom Principal of the Notes is payable. 
Interest will be computed on the basis of a 360-day year consisting of
twelve 30-day months.  The interest
period relating to an interest payment date (including the maturity date) shall
be the period from, and including, the most recent preceding interest payment
date (or, in the case of the first interest period, April 12, 2010) to,
but excluding, the relevant interest payment date.


 

















 


All payments on the Notes, including Principal,
premium, if any, and interest will be payable at the Corporate Trust Office of
the Trustee, as Paying Agent under the Indenture as set forth in the Indenture.


 


If any interest payment date, maturity date or
redemption date of a Note falls on a day that is not a Business Day, the
required payment of Principal and interest may be made on the next succeeding
Business Day as if made on the date that the payment was due and no interest
will accrue on that payment for the period from and after that interest payment
date, maturity date or redemption date as the case may be, to the date of that
payment on the next succeeding Business Day.


 


Sinking Fund.  The
Notes will not be subject to any sinking fund.


 


Optional Redemption.  The Company may redeem the Notes at its
option, in whole at any time or in part from time to time, at a redemption
price equal to the greater of (1) 100% of the Principal amount of the
Notes to be redeemed, and (2) as determined by the Quotation Agent, the
sum of the present values of the remaining scheduled payments of Principal and
interest on the Notes to be redeemed (not including any portion of those
payments of interest accrued to the date of redemption) from the redemption
date to the maturity date of the Notes being redeemed, in each case, discounted
to the date of redemption on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted Treasury Rate plus 45 basis
points, plus, in each case, accrued and unpaid interest on the Notes to the
date of redemption.


 


Events of Default.  If an Event of
Default with respect to Notes of this series shall occur and be continuing, the
Principal of the Notes of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.


 


The Guarantees.  The Notes are
fully and unconditionally guaranteed by the Subsidiary Guarantors.


 


Amendment; Waiver.  The Indenture
provides that the Company, the Subsidiary Guarantors and the Trustee may take
certain actions to amend the Indenture or the Notes without notice to or the
consent of any Holder of Notes.  In
addition, the Indenture permits, with certain exceptions as therein provided,
the Company, the Subsidiary Guarantors and the Trustee to otherwise amend the
Indenture or the Notes with the consent of the Holders of a majority in
Principal amount of the Notes affected by such amendment.  However, certain actions of the Company
require the consent of each Holder of outstanding Notes affected thereby.


 


The Company may elect in any particular instance not
to comply with certain covenants set forth in the Indenture or the Notes if,
before the time for such compliance, the Holders of a majority in Principal
amount of the Notes 


 

















 


either waive compliance in
that instance or generally waive compliance with those provisions, but the
waiver may not extend to or affect any term, provision or condition except to
the extent expressly so waived, and, until the waiver becomes effective, the
Company’s obligations and the duties of the Trustee in respect of any such
provision will remain in full force and effect.


 


Payments.  No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional,
to pay the Principal of (and premium, if any) and interest on this Note at the
times, place and rate, and in the coin or currency, herein prescribed.


 


Registered Form.  The Notes will
be issued in fully registered form only in minimum denominations of $2,000 and
integral multiples of $1,000 in excess thereof.


 


Choice of Law.  This Note shall
be governed by, and construed in accordance with, the laws of the State of New
York without giving effect to applicable principles of conflict of laws to the
extent that the application of the laws of another jurisdiction would be
required thereby.


 


Defined Terms.  All terms used
in this Note which are defined in the Indenture shall have the meanings assigned
to them in the Indenture.


 

















 


ABBREVIATIONS


 


The following abbreviations, when used in the
inscription on the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or regulations.


 


TEN COM - as tenants in common


 


TEN ENT - as tenants by the entireties


 


JT TEN - as joint tenants with right of survivorship
and not as tenants in common


 


UNIF GIFT MIN ACT -
                                        Custodian                                    


 


	
   

  	
  (Cust)

  
	
   

  	
  (Minor)

  
	
   

  	
  Under
  Uniform Gifts to Minors Act

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  (State)

  



 


Additional abbreviations may also be used though not
in the above list.


 
















 


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned hereby sell(s),
assign(s) and transfer(s) unto
                                
PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE


 


 


 


 


 


 


 


 


(Please print or type name and address, including
postal zip code, of assignee)


 


the within Note and all rights thereunder,
hereby irrevocably constitutes and appoints


 


 


 


 


 


to transfer said Note on the books of the
Company, with full power of substitution in the premises.


 


	
  Dated:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  NOTICE:
  The signature to this assignment must correspond with the name as written
  upon the face of the within instrument in every particular, without
  alteration or enlargement or any change whatsoever.

  



 

















 


Schedule I


 


[Include Schedule I only for a Global Note]


 


SCHEDULE OF INCREASES OR DECREASES


 


The
following increases or decreases in the Principal amount of this Global Note
have been made:


 


	
  Exchange

  	
   

  	
  Amount of

  decrease in

  Principal Amount

  of this Global Note

  	
   

  	
  Amount of

  increase in

  Principal Amount

  of this Global Note

  	
   

  	
  Principal Amount

  of this Global Note

  following such

  increase or

  decrease

  	
   

  	
  Signature of

  authorized

  signatory of

  Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT B


 


FORM OF SUPPLEMENTAL INDENTURE

TO BE DELIVERED BY SUBSEQUENT SUBSIDIARY GUARANTORS


 


SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”),
dated as of
                      ,
among
                    (the
“Guaranteeing
Subsidiary”), a subsidiary of
                                
(or its permitted successor), Valmont Industries, Inc. (the “Company”), a
corporation organized under the laws of Delaware, and PiRod, Inc, a Delaware
corporation, Valmont Coatings, Inc., a Delaware corporation, Valmont
Newmark, Inc., a Delaware corporation, Valmont Queensland Pty Ltd, an
Australian corporation and Valmont Group Pty Ltd, an Australian Corporation
(each, a “Subsidiary
Guarantor,” and
collectively, the “Subsidiary
Guarantors”) and Wells Fargo Bank, National Association, as trustee
under the Indenture referred to below (the “Trustee”).


 


W I T N E S S E T H


 


WHEREAS, the Company, the Subsidiary Guarantors and the
Trustee executed and delivered an Indenture, dated as of April 12, 2010
(the “Base Indenture” and as
supplemented by the First Supplemental Indenture dated April 12, 2010
among the Company, the Subsidiary Guarantors and the Trustee, the “Indenture”), to provide for the issuance by
the Company of $300,000,000 aggregate Principal amount of the Securities of the
Company designated as its 6.625% Senior Notes due 2020;


 


WHEREAS, the Indenture provides that under certain
circumstances the Guaranteeing Subsidiary shall execute and deliver to the
Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary
shall unconditionally guarantee all of the Issuer’s obligations under the Notes
and the Indenture on the terms and conditions set forth herein; and


 


WHEREAS, pursuant to Section 9.01 of the Indenture,
the Trustee is authorized to execute and deliver this Supplemental Indenture.


 


NOW THEREFORE, in consideration of the foregoing and for
other good and valuable consideration, the receipt of which is hereby
acknowledged, the Guaranteeing Subsidiary, the Company, the Subsidiary
Guarantors and the Trustee mutually covenant and agree for the equal and
ratable benefit of Holders as follows:


 


1.             Capitalized
Terms.  Capitalized terms used herein
without definition shall have the meanings assigned to them in the Indenture.


 


2.             Guarantee.  The Guaranteeing Subsidiary hereby agrees to
become a party to the Indenture as a Subsidiary Guarantor and shall have all of
the rights and be subject to all of the obligations and agreements of a
Subsidiary Guarantor 


 


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under the Indenture.  The Guaranteeing Subsidiary agrees to be
bound by all of the provisions of the Indenture applicable to a Subsidiary
Guarantor and to perform all of the obligations and agreements of a Subsidiary
Guarantor under the Indenture.


 


3.             Notation
not Required.  Neither the Company
nor the Guaranteeing Subsidiary shall be required to make a notation on the
Securities to reflect the Subsidiary Guaranty or any release, termination or
discharge thereof.


 


4.             Governing
Law.  The laws of the State of New
York shall govern this Supplemental Indenture.


 


4.             Counterparts.  The parties may sign any number of copies of
this Supplemental Indenture.  Each signed
copy shall be an original, but all of them together represent the same agreement.


 


5.             Effect
of Headings.  The Section headings
herein are for convenience only and shall not affect the construction hereof.


 


6.             The
Trustee.  The Trustee shall not be
responsible in any manner whatsoever for or in respect of the validity or
sufficiency of this Supplemental Indenture or for or in respect of the recitals
contained herein, all of which recitals are made solely by the Guaranteeing Subsidiary,
the Company and the Subsidiary Guarantors.


 


7.             Successors.  All agreements of the Guaranteeing Subsidiary
in the Indenture, this Supplemental Indenture and the Subsidiary Guaranty shall
bind its successors.  All agreements of
the Trustee in this Supplemental Indenture shall bind its successors.


 


8.             No
Waiver.  Neither a failure nor a
delay on the part of either the Trustee or the Holders in exercising any right,
power or privilege under this Supplemental Indenture shall operate as a waiver
thereof, nor shall a single or partial exercise thereof preclude any other or
further exercise of any right, power or privilege.  The rights, remedies and benefits of the
Trustee and the Holders herein expressly specified are cumulative and are not
exclusive of any other rights, remedies or benefits which either may have under
this Supplemental Indenture at law, in equity, by statute or otherwise.


 


9.             Modification.  No modification, amendment or waiver of any
provision of this Supplemental Indenture, nor the consent to any departure by
the Guaranteeing Subsidiary therefrom, shall in any event be effective unless
the same shall be in writing and signed by the Trustee, and then such waiver or
consent shall be effective only in the specific instance and for the purpose
for which given.  No notice to or demand
on the Guaranteeing Subsidiary in any case shall entitle the Guaranteeing
Subsidiary to any other or further notice or demand in the same, similar or
other circumstance.


 


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IN WITNESS WHEREOF, the parties have caused this
Supplemental Indenture to be duly executed as of the date first written above.


 


	
   

  	
   

  	
  [Name of Guaranteeing Subsidiary],

  as the Guaranteeing Subsidiary

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VALMONT
  INDUSTRIES, INC.

  as the Company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PIROD,
  INC.

  as a Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VALMONT
  COATINGS, INC.

  as a Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  VALMONT
  NEWMARK, INC.

  as a Subsidiary Guarantor

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


B-3

















 


	
  Signed
  sealed and delivered by Valmont Queensland Pty Ltd ACN 142 183 800 in
  accordance with s127 of the Corporations Act 2001
  (Cth) in the presence of:  

  	
   

  	
  VALMONT
  QUEENSLAND PTY LTD.

  as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Signed
  sealed and delivered by Valmont Group Pty Ltd ACN 142 189 295 in accordance
  with s127 of the Corporations Act 2001 (Cth)
  in thepresence of: 

  	
   

  	
  VALMONT
  GROUP PTY LTD.

  as a Subsidiary Guarantor

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


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