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