SECOND AMENDED AND RESTATED INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT Dated as of May 31, 2007 Among

Exhibit 10.2

[EXECUTION VERSION]

SECOND AMENDED AND RESTATED

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT

Dated as of May 31, 2007

Among

PRUDENTIAL INVESTMENT MANAGEMENT, INC.

AND THE PRUDENTIAL NOTEHOLDERS,

BANK OF AMERICA, N.A.

AND THE OTHER CREDIT AGREEMENT LENDERS,

NORTHWEST PIPE COMPANY

AND THE OTHER CREDIT PARTIES,

and

BANK OF AMERICA, N.A.

as Collateral Agent

T ABLE O F C ONTENTS

i.

T ABLE O F C ONTENTS

( CONTINUED )

ii.

SECOND AMENDED AND RESTATED

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT

T HIS S ECOND A MENDED AND R ESTATED I NTERCREDITOR A ND C OLLATERAL A GENCY A GREEMENT (“ Agreement ”), dated as of May 31, 2007, which amends and restates in its entirety that certain Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of May 20, 2005, 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 Joinder Agreement (Secured Creditor) (together with the successors, transferees and assigns of any of the foregoing holders of Prudential Series A Notes, Prudential Series B Notes, Prudential Series C Notes, Prudential Series D Notes or Prudential Shelf Notes that execute a Joinder Agreement (Secured Creditor), the “ Prudential Noteholders ”), (ii) Bank of America, N.A., a national banking association (“ BofA ”), in its individual capacity as the lender, swing line lender and the issuing bank under the Credit Agreement, HSBC Bank USA, National Association (“ HSBC ”), Union Bank of California, N.A. (“ Union Bank ”), and any other additional lenders that hereafter become lenders under the Credit Agreement and execute a Joinder Agreement (Secured Creditor) (together with the Affiliates of any of the foregoing that enter into Swap Contracts with the Company and execute a Joinder Agreement (Secured Creditor), and the successors, transferees and assigns of any of the foregoing Persons described in this clause (ii) that execute a Joinder Agreement (Secured Creditor), the “ Credit Agreement Lenders ”), (iii) BofA, in its capacity as collateral agent for the Secured Creditors (in such capacity, together with all successors and assigns in such capacity, the “ Collateral Agent ”) and (iv) for purposes of Sections 4.1(a), 4.4, 5.2, 5.8, 5.9, Article VI, Section 7.8 and Article VIII only, the Company, and any other Persons that hereafter become guarantors or other co-obligors of any of the Secured Obligations and execute a Joinder Agreement (Additional Credit Party) (together with the Company, the “ Credit Parties ”).

R ECITALS

A. The Company, on the one hand, and PIM, Prudential and PRIAC, on the other hand, have entered into that certain Amended and Restated Note Purchase and Private Shelf Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified from time to time, the “ Prudential Note Agreement ”), pursuant to which (i) the Company issued to Prudential on February 25, 2004 the Company’s 8.75% senior secured promissory term notes due February 25, 2014 in the aggregate original principal amount of $15,000,000 (the “ Prudential Series A Notes ”), (ii) the Company issued to Prudential and PRIAC on June 21, 2004 the Company’s 8.47% senior secured promissory term notes due June 21, 2014 in the aggregate original principal amount of $10,500,000 (the “ Prudential Series B Notes ”), (iii) the Company issued to Prudential and PRIAC on October 26, 2004 the Company’s 7.36% senior

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secured promissory term notes due October 26, 2014 in the aggregate original principal amount of $10,000,000 (the “ Prudential Series C Notes ”), (iv) the Company issued to Prudential on January 24, 2005 the Company’s 7.32% senior secured promissory term notes due January 24, 2015 in the aggregate original principal amount of $4,500,000 (the “ Prudential Series D Notes ”), and (v) PIM and Prudential Affiliates are willing to consider, in their sole discretion and within limits which may be authorized for purchase by them from time to time, the purchase of the Company’s senior secured promissory term notes in the aggregate principal amount of up to $35,000,000 (the “ Prudential Shelf Notes ” and, together with the Prudential Series A Notes, the Prudential Series B Notes, the Prudential Series C Notes and the Prudential Series D Notes, the “ Prudential Notes ”, such term to include any such notes issued in substitution therefor pursuant to paragraph 11D of the Prudential Note Agreement).

B. The Company, HSBC, Union Bank and BofA are entering into that certain Amended and Restated Credit Agreement, dated as of the date hereof (and as the same may be further amended, supplemented or otherwise modified from time to time, the “ Credit Agreement ”), pursuant to which the Credit Agreement Lenders are extending to the Company a line of credit in the aggregate commitment amount of $90,000,000 for the making of Revolving Loans, with a $25,000,000 sublimit thereunder for the issuance of Letters of Credit, in U.S. Dollars or alternative currencies. The Credit Agreement also provides for a possible increase in aggregate commitments by $20,000,000.

C. The Company and BofA are entering into that certain Third Amended and Restated Security Agreement, dated as of the date hereof (and as the same may be further amended, supplemented or otherwise modified from time to time, the “ Security Agreement ”), which provides, among other things, that the security interest in the collateral described therein is created in favor of BofA, in its capacity as the Collateral Agent for the benefit of the Secured Creditors, to secure the Secured Obligations.

D. The parties hereto desire to set forth their agreement regarding, among other things, (i) the appointment, duties and responsibilities of the Collateral Agent with respect to the Collateral, (ii) the application to the Secured Obligations of cash received by the Collateral Agent from dispositions of Collateral or cash turned over to the Collateral Agent by the Secured Creditors under certain circumstances for sharing by the Secured Creditors and (iii) the agreement of the Secured Creditors as to the decisions relating to the exercise of remedies under this Agreement.

In consideration of the above Recitals and the mutual covenants contained herein, the Secured Creditors, the Collateral Agent, and, solely for purposes of Sections 4.1(a), 4.4, 5.2, 5.8, 5.9, Article VI, Section 7.8 and Article VIII, the Company and each other Credit Party, hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions of Certain Terms. As used herein, the following terms have the respective meanings set forth below:

“ Act ” has the meaning specified in Section 2.1.

2.

“ Affiliate ” means, with respect to any Person, another Person that directly, or indirectly through one or more intermediaries, Controls or is Controlled by or is under common Control with the Person specified. “ Control ” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “ Controlling ” and “ Controlled ” have meanings correlative thereto.

“ Agent-Related Persons ” has the meaning specified in Section 5.9.

“ Agreement ” has the meaning specified in the Preamble hereto.

“ Allocable L/C Share ” has the meaning specified in Section 4.1(e).

“ Bankruptcy Proceeding ” means, with respect to any Person, a general assignment of the assets of such Person for the benefit of its creditors, or the initiation by or against such Person of any proceeding seeking relief as debtor, or seeking to adjudicate such Person as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of such Person or its debts, under any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian or other similar official for such Person or for any substantial part of its property.

“ BofA ” has the meaning specified in the Preamble hereto.

“ Business Day ” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized or required to be closed in New York, New York, Portland, Oregon or San Francisco, California.

“ Certificate Regarding Obligations ” means a notice substantially in the form of Exhibit I, together with any supplement thereto.

“ Closing Date ” means the date on which this Agreement becomes effective in accordance with Section 8.9.

“ Collateral ” means all the properties and assets of whatever nature, tangible or intangible, now owned or existing or hereafter acquired or arising, of the Company or any other Credit Party on or in which the Collateral Agent has been granted, conveyed or assigned a security interest, mortgage or other lien pursuant to any of the Collateral Documents or this Agreement, including the Collateral Accounts, all funds from time to time maintained in the Collateral Accounts, all investments thereof, all interest, dividends and other amounts earned thereon, and all proceeds of any of the foregoing collateral.

“ Collateral Accounts ” means the Intercreditor Disbursement Account and the L/C Holding Account, if any.

“ Collateral Agent ” has the meaning specified in the Preamble hereto.

3.

“ Collateral Documents ” means the Security Agreement and all other security agreements, pledge agreements, deeds of trust, mortgages, control agreements and other similar agreements executed and delivered from time to time to secure any portion of the Secured Obligations, and all financing statements, recordations, instruments, certificates or other documents related to any of the foregoing, as any of the foregoing may be amended, supplemented or otherwise modified from time to time.

“ Company ” has the meaning specified in the Preamble hereto.

“ Credit Agreement ” has the meaning specified in Recital B hereto.

“ Credit Agreement Guaranties ” means any guaranty of all or any portion of the obligations under the Loan Documents hereafter entered into.

“ Credit Agreement Lenders ” has the meaning specified in the Preamble hereto.

“ Credit Agreement Obligations ” means, at any time, the sum (without duplication) of the following:

(i) the aggregate principal amount of the Revolving Loans outstanding at such time and the aggregate amount of accrued and unpaid interest thereon at such time;

(ii) the L/C Exposure and the aggregate amount of all Letter of Credit Disbursements not yet reimbursed to Issuing Bank and accrued and unpaid interest thereon at such time;

(iii) the aggregate amount of accrued and unpaid fees payable to the Credit Agreement Lenders, or any of them, under or in connection with the Credit Agreement;

(iv) the aggregate amount of all losses, costs or expenses described in Section 3.05 of the Credit Agreement as of the date hereof incurred and all other monetary obligations of the Company and the other Credit Parties that are accrued and owing at such time to the Credit Agreement Lenders or any of them under the Credit Agreement and the other Loan Documents; and

(v) the Swap Contract Exposure.

“ Credit Parties ” has the meaning specified in the Preamble hereto.

“ Creditor Documents ” means, without duplication, the Loan Documents and the Prudential Note Documents.

“ Deemed Collateral Proceeds ” means any payment received by any Secured Creditor in respect of the Secured Obligations owed to such Secured Creditor or any reduction in the amount of Secured Obligations owed to such Secured Creditor, whether by voluntary payment, by realization upon security, through the exercise of any right of set-off, banker’s lien or similar right, by counterclaim or cross action or by the enforcement of any other right under the Creditor Documents (including, without limitation, amounts recovered by any Secured Creditor from

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(i) any guarantor as a result of the enforcement by such Secured Creditor of its rights and remedies under any guaranty or (ii) any Affiliate of any Credit Party to which such Credit Party owes any indebtedness that has been subordinated to the obligations of such Credit Party to such Secured Creditor as a result of the turnover provisions of a subordination agreement), or under any other guaranties or security agreements or otherwise, or as a distribution, adequate protection payment or similar amount received in respect of the Collateral or otherwise in any insolvency case or proceeding involving the Company or any other Credit Party; provided that Deemed Collateral Proceeds shall exclude (i) payments received pursuant to this Agreement, and (ii) reductions in L/C Exposure resulting from the expiration of any Letter of Credit or reduction in the amount available to be drawn under any Letter of Credit.

“ Deposit Notice ” has the meaning specified in Section 4.l(c).

“ Disbursement Amount ” has the meaning specified in Section 4.l(d).

“ Disbursement Date ” has the meaning specified in Section 4.1(c).

“ Enforcement Event ” means any of the following: (i) any exercise of self-help or commencement of legal action to realize upon any Collateral; (ii) any exercise of any right of set-off, bankers’ liens or similar rights against any obligation of the Company or any other Credit Party (excluding applications of funds pursuant to non-default contract rights); (iii) the taking of any Collateral in satisfaction of any Secured Obligation or similar action; (iv) the acceleration of any monetary obligations under any of the Creditor Documents or the commencement of legal action with respect to any monetary obligations then owing under any of the Creditor Documents; (v) a demand for payment or performance is made under any guaranty that is a Creditor Document; (vi) the occurrence of any Bankruptcy Proceeding; or (vii) any refusal by any Credit Agreement Lender to fund a Revolving Loan (or its share of a Revolving Loan) in an aggregate amount of $100,000 or more requested by the Company (irrespective of whether the conditions precedent thereto specified in the Credit Agreement have been satisfied), which refusal continues for more than 10 days.

“ Environmental Laws ” means any and all federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions and discharges to waste or public systems.

“ Environmental Liability ” means any liability, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of the Company, any other Credit Party or any of their respective direct or indirect subsidiaries directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing.

5.

“ Exclusive Indemnification Payments ” means indemnification obligations described in the penultimate sentence of Section 5.10 that have been reimbursed to the Collateral Agent.

“ Hazardous Materials ” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

“ including ” means, unless the context clearly requires otherwise, “including, without limitation.”

“ Indemnified Liabilities ” has the meaning specified in Section 5.9.

“ Intercreditor Disbursement Account ” has the meaning specified in Section 4.1(a).

“ IntraLinks ” means a communications network provided by IntraLinks, Inc.

“ Issuing Bank ” means BofA or any of its affiliates that is party to the Credit Agreement that has executed and delivered a Joinder Agreement (Secured Creditor), and any successor or assignee as the institution issuing Letters of Credit under the Credit Agreement.

“ Joinder Agreement (Secured Creditor) ” means an agreement substantially in the form of Exhibit II.

“ Joinder Agreement (Additional Credit Party) ” means an agreement substantially in the form of Exhibit III.

“ Joining Secured Creditor(s) ” has the meaning specified in Section 3.2(a).

“ L/C Exposure ” means, as of any date of determination, the aggregate maximum available amount which may be drawn under all Letters of Credit outstanding as of such date of determination.

“ L/C Holding Account ” has the meaning specified in Section 4.l(a).

“ Letter of Credit ” means any standby or commercial letter of credit issued by the Issuing Bank pursuant to the Credit Agreement.

“ Letter of Credit Disbursement ” means a payment or disbursement made by the Issuing Bank pursuant to a Letter of Credit.

“ Loan Documents ” means the Credit Agreement, the Revolving Line of Credit Notes evidencing the obligations thereunder (as more specifically defined therein), the Credit Agreement Guaranties, the Collateral Documents and any other agreement, certificate, instrument or other document related to any of the foregoing, in each case as amended, restated, extended, supplemented or otherwise modified from time to time.

6.

“ Majority Credit Agreement Lenders ” means, at any time of determination, BofA, or if there two or more Credit Agreement Lenders, then two or more Credit Agreement Lenders having more than 50% of aggregate commitments under the Credit Agreement.

“ Majority Prudential Noteholders ” means, at any time of determination, Prudential Noteholders that collectively hold more than 50% of the Principal Obligations of the Prudential Note Obligations.

“ Majority Secured Creditors ” means, at any time of determination, Credit Agreement Lenders and Prudential Noteholders with respect to which the Principal Obligations of the Credit Agreement Obligations and the Prudential Note Obligations attributable to such Persons at such time collectively constitute a majority of the Principal Obligations of the Secured Obligations.

“ Minority Creditor Group ” means a group comprised of any of the Credit Agreement Lenders or the Prudential Noteholders with respect to which the Principal Obligations of the Credit Agreement Obligations and the Prudential Note Obligations attributable to such Persons at such time collectively constitute at least 30% of the Principal Obligations of the Secured Obligations at such time.

“ Minority Creditor Group Exercise Period ” has the meaning specified in Section 3.2(a).

“ Notice of Enforcement Event ” has the meaning specified in Section 2.4.

“ Notice of Intent to Exercise Remedies ” has the meaning specified in Section 3.2(a).

“ Payment Default ” means the default in the payment, after giving effect to applicable grace periods, of any principal, interest or reimbursement of a Letter of Credit Disbursement, including, without limitation, any failure to pay any accelerated amounts owing under any Creditor Document if the applicable payment is in excess of $250,000.

“ Permitted Investments ” means:

(i) direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America (or by any agency thereof to the extent such obligations are backed by the full faith and credit of the United States of America), in each case maturing within six months from the date of acquisition thereof;

(ii) marketable general obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof maturing within six months from the date of acquisition thereof and, at the time of acquisition, having one of the two highest ratings generally obtainable from either Standard & Poor’s Ratings Service, a division of The McGraw-Hill Companies, Inc. (“ S&P ”) or Moody’s Investors Service, Inc.;

(iii) investments in commercial paper maturing no more than six months from the date of acquisition thereof and having, at such date of acquisition, a credit rating of A-1 or higher from S&P or P-1 or higher from Moody’s Investors Service, Inc.; and

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(iv) investments in domestic and eurodollar certificates of deposit, banker’s acceptances and time deposits maturing within six months from the date of acquisition thereof issued or guaranteed by or placed with, and money market deposit accounts issued or offered by, (w) any domestic office of any commercial bank organized under the laws of the United States of America or any state thereof which has a combined capital and surplus and undivided profits of not less than $500,000,000, (x) the Collateral Agent, (y) any branch of any commercial bank organized under the laws of the United Kingdom, Canada or Europe having combined capital, surplus and undivided profits (less any undivided losses) of not less than $500,000,000 or (z) any domestic commercial bank whose deposits are guaranteed by the Federal Deposit Insurance Corporation and with whom deposits maintained by the Collateral Agent do not exceed the amount so guaranteed.

“ Person ” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, governmental authority or other entity.

“ PIM ” has the meaning specified in the Preamble hereto.

“ PRIAC ” has the meaning specified in the Preamble hereto.

“ Principal Obligations ” means, with respect to any of the Secured Obligations, the aggregate principal amount and, if applicable, the aggregate L/C Exposure and the aggregate Letter of Credit Disbursements.

“ Pro Rata Share ” means, with respect to each Secured Creditor as of any date of determination, the percentage of all Principal Obligations (including L/C Exposure) owed to such Secured Creditor, if any, as of such date of determination.

“ Prudential ” has the meaning specified in the Preamble hereto.

“ Prudential Affiliates ” means (i) any corporation or other entity controlling, controlled by, or under common control with, PIM and (ii) any managed account or investment fund which is managed by PIM or a Prudential Affiliate described in clause (i) of this definition. For purposes of this definition, the terms “control,” “controlling” and “controlled” shall mean the ownership, directly or through subsidiaries, of a majority of a corporation’s or other Person’s voting stock or equivalent voting securities or interests.

“ Prudential Note Agreement ” has the meaning specified in Recital A hereto.

“ Prudential Note Documents ” means the Prudential Note Agreement, the Prudential Notes, the Prudential Notes Subsidiary Guaranty, the Collateral Documents and any other agreement, certificate, instrument or other document related to any of the foregoing, in each case as amended, restated, extended, supplemented or otherwise modified from time to time.

“ Prudential Note Obligations ” means, at any time, the sum (without duplication) of the following:

(i) the aggregate principal amount of the Prudential Notes outstanding at such time and the aggregate amount of accrued and unpaid interest thereon at such time;

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(ii) the aggregate Yield-Maintenance Amount, if any, payable in respect of such principal amount (calculated, after the occurrence and during the continuance of an Enforcement Event, under the assumption that the amounts set forth in clause (i) above are due and payable at such time) and the aggregate amount of accrued and unpaid interest thereon at such time;

(iii) the aggregate amount of accrued and unpaid fees payable to the Prudential Noteholders, or any of them, under or in connection with the Prudential Note Agreement; and

(iv) the aggregate amount of all other monetary obligations of the Company and the other Credit Parties that are accrued and owing at such time to the Prudential Noteholders or any of them under the Prudential Note Agreement and the other Prudential Note Documents.

“ Prudential Noteholders ” has the meaning specified in the Preamble hereto.

“ Prudential Notes ” has the meaning specified in Recital A hereto.

“ Prudential Notes Subsidiary Guaranty ” means any guaranty of all or any portion of the obligations evidenced by the Prudential Notes or any other obligations under the Prudential Note Documents hereafter entered into.

“ Prudential Series A Notes ” has the meaning specified in Recital A hereto.

“ Prudential Series B Notes ” has the meaning specified in Recital A hereto.

“ Prudential Series C Notes ” has the meaning specified in Recital A hereto.

“ Prudential Series D Notes ” has the meaning specified in Recital A hereto.

“ Prudential Shelf Notes ” has the meaning specified in Recital A hereto.

“ Revolving Line of Credit Note ” means any note issued to a Credit Agreement Lender pursuant to the Credit Agreement.

“ Revolving Loan ” means a revolving loan, including a swing line loan, made under the Credit Agreement.

“ Secured Creditors ” means the Credit Agreement Lenders, the Prudential Noteholders and their respective successors, transferees and permitted assigns that execute a Joinder Agreement (Secured Creditor), in each case until the Secured Obligations of such Person shall have been repaid in full and any and all commitments shall have been terminated.

“ Secured Obligations ” means, at any time of determination, the aggregate Credit Agreement Obligations and the aggregate Prudential Note Obligations, as the same may be replaced or refinanced as permitted under Section 8.2, in each case measured at the time of determination.

9.

“ Security Agreement ” has the meaning specified in Recital E hereto.

“ Swap Contract ” means swaps, futures contracts, options and related hedging transactions against fluctuations in interest rates, foreign exchange and commodities prices, in each case entered into under any ISDA Master Agreement or other similar agreement between the Company and a Credit Agreement Lender.

“ Swap Contract Exposure ” means, as at any date of determination, the total net amount that is then due and payable to a Credit Agreement Lender in respect of all Swap Contracts to which such Credit Agreement Lender is a party.

“ Yield-Maintenance Amount ” with respect to any of the Prudential Notes, has the meaning specified in the Prudential Note Agreement.

Section 1.2 Terms Generally. The definitions in Section 1.1 shall apply equally to both the singular and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed to be followed by the phrase “without limitation.” All references herein to Articles and Sections shall be deemed references to Articles and Sections of this Agreement unless the context shall otherwise require.

ARTICLE II

ACTS AND DUTIES OF SECURED CREDITORS

Section 2.1 Acts of Secured Creditors. Any request, demand, authorization, direction, notice, consent, waiver or other action permitted or required by this Agreement to be given or taken by the Secured Creditors or any group constituting less than all Secured Creditors (including the Majority Secured Creditors) may be and, at the request of the Collateral Agent, shall be embodied in and evidenced by one or more instruments signed by or on behalf of such Persons and, except as otherwise expressly provided in any such instrument, any such action shall become effective when such instrument or instruments shall have been delivered to the Collateral Agent. The instrument or instruments evidencing any action (and the action embodied therein and evidenced thereby) are sometimes referred to herein as an “ Act ” of the Persons signing such instrument or instruments. The Collateral Agent shall be entitled to rely absolutely upon an Act of any Secured Creditor if such Act purports to be taken by or on behalf of such Secured Creditor, and nothing in this Section 2.1 or elsewhere in this Agreement shall be construed to require any Secured Creditor to demonstrate that it has been authorized to take any action which it purports to be taking, the Collateral Agent being entitled to rely conclusively, and being fully protected in so relying, on any Act of such Secured Creditor.

Section 2.2 Determination of Amounts of Obligations. Whenever the Collateral Agent is required to determine the existence or amount of any of the Secured Obligations or any portion thereof, or the existence of any Enforcement Event for any purposes of this Agreement, it shall be entitled to make such determination on the basis of the Certificates Regarding Obligations, Notices of Enforcement Event, notices rescinding Notices of Enforcement Event, and other notices and certificates delivered to it by the Secured Creditors. The Collateral Agent

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may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Company, the other Credit Parties, any Secured Creditor or any other Person as a result of any action taken by the Collateral Agent based upon such determination prior to receipt of notice of any error in such determination.

Section 2.3 Restrictions on Actions. Each Secured Creditor agrees that, after the occurrence and during the continuance of an Enforcement Event and until payment in full of the Secured Obligations, (i) the provisions of this Agreement shall govern exclusively the method by which the Collateral Agent or any Secured Creditor may exercise rights and remedies under the Collateral Documents or otherwise with respect to the Collateral and (ii) except as expressly permitted hereunder, each Secured Creditor shall:

(a) refrain from taking or filing any action, judicial or otherwise, to enforce rights or pursue any remedies under any of the Collateral Documents, except for delivering notices hereunder;

(b) refrain from exercising any rights or remedies (including the remedy of self-help) under any of the Collateral Documents which may be exercisable as a result of an Enforcement Event; and

(c) refrain from exercising any right of setoff, bankers’ lien or similar right with respect to amounts on deposit with such Secured Creditor (excluding application of funds pursuant to non-default contract rights);

provided, however, that the foregoing shall not prevent a Secured Creditor from raising any defenses in any action in which it has been made a party defendant or has been joined as a third party, except that the Collateral Agent may direct and control any defense directly relating to the Collateral or the any of the Collateral Documents, subject to and in accordance with the provisions of this Agreement.

Section 2.4 Notice of Enforcement Event; Other Notices. Each Secured Creditor shall, upon learning of the existence of any Enforcement Event under a Creditor Document to which it is a party, promptly deliver written notice thereof describing in reasonable detail the nature of the event giving rise to such Enforcement Event and setting forth the date of occurrence of such event (a “ Notice of Enforcement Event ”) to the Collateral Agent. Each Notice of Enforcement Event shall be deemed to have been given when such notice has actually been received by the Collateral Agent and to have been rescinded when the Collateral Agent has received a certificate from Secured Creditors entitled to waive such default under the terms of the applicable Creditor Document and this Agreement stating that the events of default giving rise to such Enforcement Event have been cured or waived in accordance with the terms of the applicable Creditor Document. A Notice of Enforcement Event shall be deemed to be outstanding at all times after such notice has been given until such time, if any, as such notice has been rescinded.

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ARTICLE III

DUTIES OF COLLATERAL AGENT

Section 3.1 Notices to Secured Creditors. The Collateral Agent promptly, and in any event within three (3) Business Days of its receipt thereof, shall deliver written notification to each Secured Creditor of the Collateral Agent’s receipt of any Notice of Enforcement Event from any Secured Creditor in accordance with Section 2.4 (and the Collateral Agent shall provide each Secured Creditor a copy thereof), a certificate rescinding such Notice of Enforcement Event in accordance with Section 2.4, or any request by any party hereto or by the Company or any other Credit Party for any consent, waiver or amendment with respect hereto or any other Creditor Document.

Section 3.2 Directions from Majority Secured Creditors.

(a) Subject to the provisions of Article V, the Collateral Agent agrees to administer the Collateral Documents and the Collateral, to make such demands, give such notices, take such actions under or with respect to the Collateral Documents and exercise other rights, powers and remedies as shall be available to it under the Collateral Documents (including, at any time when a Notice of Enforcement Event shall have been given and shall be outstanding, the disposition of Collateral or any portion thereof)