Prudential Investment Management, Inc. ("PIM") The Prudential Insurance Company of America ("Prudential") Each Prudential Affiliate under the Note Agreement c/o Prudential Capital Group Four Embarcadero Center Suite 2700 San Francisco, California 94111Northwest Pipe Co • August 8th, 2005 • Steel pipe & tubes
R E C I T A L SLoan Agreement • March 22nd, 2000 • Northwest Pipe Co • Steel pipe & tubes • Oregon
R E C I T A L SLoan Agreement • March 27th, 1998 • Northwest Pipe Co • Steel pipe & tubes • Oregon
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.
2 3 supplement thereto, at the time the Registration Statement or any amendment thereto became or will become effective, and, with respect to the Prospectus or any supplement thereto, at the effective date, the date the Prospectus or any supplement is...Underwriting Agreement • October 21st, 1996 • Northwest Pipe Co • Steel pipe & tubes • New York
1,700,000] Shares Northwest Pipe Company Common Stock, par value $0.01 per share UNDERWRITING AGREEMENTUnderwriting Agreement • October 20th, 2006 • Northwest Pipe Co • Steel pipe & tubes • New York
AMENDED AND RESTATED RIGHTS AGREEMENT BETWEEN NORTHWEST PIPE COMPANY AND MELLON INVESTOR SERVICES LLC June 18, 2009Rights Agreement • June 19th, 2009 • Northwest Pipe Co • Steel pipe & tubes • Oregon
This Amended and Restated Rights Agreement, dated as of June 18, 2009 (the “Agreement”), between Northwest Pipe Company, an Oregon corporation (the “Company”), and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company (the “Rights Agent”). This Agreement amends and restates in its entirety the Rights Agreement dated as of June 28, 1999 between the Company and ChaseMellon Shareholder Services, L.L.C.
BETWEENRights Agreement • July 1st, 1999 • Northwest Pipe Co • Steel pipe & tubes • Oregon
35,000,000 Principal Amount 6.87% Senior Notes Due November 15, 2007 NOTE PURCHASE AGREEMENT _________Entire Agreement • March 27th, 1998 • Northwest Pipe Co • Steel pipe & tubes • Illinois
EXHIBIT 2.1 STOCK PURCHASE AGREEMENT DATED AS OF MARCH 6, 1998Stock Purchase Agreement • March 20th, 1998 • Northwest Pipe Co • Steel pipe & tubes • Oregon
LOAN AND SECURITY AGREEMENT Dated as of October 26, 2015 NORTHWEST PIPE COMPANY and PERMALOK CORPORATION as Borrowers BANK OF AMERICA, N.A., as Agent BANK OF AMERICA, N.A., as Sole Lead Arranger and Sole BookrunnerLoan and Security Agreement • October 29th, 2015 • Northwest Pipe Co • Steel pipe & tubes • New York
THIS LOAN AND SECURITY AGREEMENT is dated as of October 26, 2015, among NORTHWEST PIPE COMPANY, an Oregon corporation ("Borrower 1") and PERMALOK CORPORATION, a Missouri corporation ("Borrower 2" and together with Borrower 1, collectively "Borrowers"), the financial institutions party to this Agreement from time to time as Lenders, and BANK OF AMERICA, N.A., a national banking association, as agent for the Lenders ("Agent").
AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT Dated as of May 20, 2005Intercreditor and Collateral Agency Agreement • August 8th, 2005 • Northwest Pipe Co • Steel pipe & tubes • New York
AmongCredit Agreement • August 8th, 2005 • Northwest Pipe Co • Steel pipe & tubes • Oregon
OPEN MARKET SALE AGREEMENT SMOpen Market Sale Agreement • September 2nd, 2022 • Northwest Pipe Co • Steel pipe & tubes • New York
Northwest Pipe Company, an Oregon corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent”), shares of the Company’s common stock, par value $0.01 per share (the “Common Shares”), on the terms set forth in this agreement (this “Agreement”).
NORTHWEST PIPE COMPANY RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • March 19th, 2021 • Northwest Pipe Co • Steel pipe & tubes • Oregon
NORTHWEST PIPE COMPANY PERFORMANCE SHARE AGREEMENTPerformance Share Agreement • November 10th, 2008 • Northwest Pipe Co • Steel pipe & tubes • Oregon
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • August 14th, 1998 • Northwest Pipe Co • Steel pipe & tubes • Oregon
PERFORMANCE SHARE UNIT AGREEMENTPerformance Share Unit Agreement • March 19th, 2021 • Northwest Pipe Co • Steel pipe & tubes • Oregon
This PERFORMANCE SHARE UNIT AGREEMENT (“Agreement”) is made and entered into as of March 18, 2021 (“Effective Date”) by and between Northwest Pipe Company (the “Company”), and XXX (“Employee”) (collectively, “the parties”).
GUARANTY AND SECURITY AGREEMENTGuaranty and Security Agreement • October 31st, 2018 • Northwest Pipe Co • Steel pipe & tubes • New York
This GUARANTY AND SECURITY AGREEMENT (this "Agreement"), dated as of October 25, 2018, among the Persons listed on the signature pages hereof as "Grantors" and those additional entities that hereafter become parties hereto by executing the form of Joinder attached hereto as Annex 1 (each, a "Grantor" and collectively, the "Grantors"), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association ("Wells Fargo"), in its capacity as Secured Party for itself, as Lender, and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, "Secured Party").
NORTHWEST PIPE COMPANY PERFORMANCE SHARE UNIT AGREEMENTPerformance Share Unit Agreement • April 13th, 2023 • Northwest Pipe Co • Steel pipe & tubes • Oregon
This PERFORMANCE SHARE UNIT AGREEMENT (“Agreement”) is made and entered into as of April 8, 2023 (“Effective Date”) by and between Northwest Pipe Company (the “Company”), and XXX (the “Employee”) (collectively, the “Parties”).
NORTHWEST PIPE COMPANY RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • November 10th, 2008 • Northwest Pipe Co • Steel pipe & tubes • Oregon
CREDIT AGREEMENT by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, as Lender, NORTHWEST PIPE COMPANY, and AMERON WATER TRANSMISSION GROUP, LLC as Borrowers Dated as of October 25, 2018Credit Agreement • October 31st, 2018 • Northwest Pipe Co • Steel pipe & tubes • New York
THIS CREDIT AGREEMENT, is entered into as of October 25, 2018 by and among WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association ("Lender"), NORTHWEST PIPE COMPANY, an Oregon corporation ("NWPC"), and the Subsidiaries of NWPC identified on the signature pages hereof as "Borrowers", and those additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (each, a "Borrower" and individually and collectively, jointly and severally, the "Borrowers").
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 • August 28th, 2009 • 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).
NORTHWEST PIPE COMPANY PERFORMANCE SHARE UNIT AGREEMENTNorthwest Pipe Company • June 4th, 2014 • Northwest Pipe Co • Steel pipe & tubes • Oregon
Change in Control AgreementControl Agreement • April 27th, 2012 • Northwest Pipe Co • Steel pipe & tubes • Oregon
Northwest Pipe Company, an Oregon corporation (the “Company”), considers the establishment and maintenance of a sound and vital management to be essential to protecting and enhancing the best interest of the Company and its shareholders. In this connection, the Company recognizes that, as is the case with many publicly held corporations, the possibility of a Change in Control may exist and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of management personnel to the detriment of the Company and its shareholders. Accordingly, the Board of Directors of the Company (the “Board”) has determined that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of members of the Company’s management to their assigned duties without distraction in circumstances arising from the possibility of a Change in Control of the Company.
NORTHWEST PIPE COMPANY RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • June 5th, 2013 • Northwest Pipe Co • Steel pipe & tubes • Oregon
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
10,000,000 Principal Amount 6.63% Series A Senior Notes Due April 1, 2005 $30,000,000 Principal Amount 6.91% Series B Senior Notes Due April 1, 2008Conformed Copy • May 15th, 1998 • Northwest Pipe Co • Steel pipe & tubes • Illinois
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 • April 26th, 2010 • 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).
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).
FIFTH AMENDMENT TO LOAN AGREEMENTLoan Agreement • August 11th, 2000 • Northwest Pipe Co • Steel pipe & tubes • Oregon
Bank of America, N.A., formerly known as Bank of America National Trust and Savings Association ("Bank of America" and a "Lender")
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 28th, 2009 • Northwest Pipe Co • Steel pipe & tubes • Oregon
This SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) is entered into as of October 14, 2008, among NORTHWEST PIPE COMPANY, an Oregon corporation (the “Borrower”), and BANK OF AMERICA, N.A., as Administrative Agent.
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 29th, 2017 • Northwest Pipe Co • Steel pipe & tubes • Kansas
This Asset Purchase Agreement (this “Agreement”), dated as of December 22, 2017, is entered into between Northwest Pipe Company, an Oregon corporation (“Seller”) and Almacenadora Afirme, S.A. de C.V., Organización Auxiliar del Crédito, Afirme Grupo Financiero, a Mexican corporation of variable capital (sociedad anónima de capital variable) (“Buyer”). The Seller and the Buyer are collectively referred to herein as the “parties”.
NOTE PURCHASE AND PRIVATE SHELF AGREEMENTNote Purchase and Private Shelf Agreement • April 30th, 2004 • Northwest Pipe Co • Steel pipe & tubes • New York
NORTHWEST PIPE COMPANY AMENDMENT TO NOTE PURCHASE AGREEMENT dated as of November 15, 1997 $35,000,000 Principal Amount due November 15, 2007 AND TO NOTE PURCHASE AGREEMENT dated as of April 1, 1998 $10,000,000 Principal Amount due April 1, 2005...Note Purchase Agreement • April 30th, 2004 • Northwest Pipe Co • Steel pipe & tubes • Illinois
Reference is made to (a) the Note Purchase Agreement dated as of November 15, 1997 (as in effect on the date hereof, the “1997 Note Purchase Agreement”) among Northwest Pipe Company (the “Company”), and each of the Purchasers named in Schedule A thereto, pursuant to which the Company issued $35,000,000 aggregate principal amount of its 6.87% Senior Notes due November 15, 2007 (the “1997 Notes”), and (b) the Note Purchase Agreement dated as of April 1, 1998 (as in effect on the date hereof, the “1998 Note Purchase Agreement” and, together with the 1997 Note Purchase Agreement, collectively, the “Note Purchase Agreements”), pursuant to which the Company issued $10,000,000 aggregate principal amount of its 6.63%
