AMENDED AND RESTATED NOTE PURCHASE AND PRIVATE SHELF AGREEMENT

Exhibit 10.3

[EXECUTION VERSION]

NORTHWEST PIPE COMPANY

AMENDED AND RESTATED

NOTE PURCHASE AND PRIVATE SHELF AGREEMENT

M AY  31, 2007

$15,000,000 8.75% S ERIES A S ENIOR S ECURED N OTES D UE F EBRUARY  25, 2014

$60,000,000 P RIVATE S HELF F ACILITY

TABLE OF CONTENTS

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Schedules and Exhibits

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NORTHWEST PIPE COMPANY

200 SW Market Street, Suite 1800

Portland, Oregon 97201

As of February 25, 2004

Amended and Restated as of

May 31, 2007

Prudential Investment Management, Inc.

The Prudential Insurance Company of America

Prudential Retirement Insurance and Annuity Company

Each Prudential Affiliate (as hereinafter defined)

        which becomes bound by certain provisions

        of this Agreement as hereinafter provided

c/o Prudential Capital Group

Four Embarcadero Center, Suite 2700

San Francisco, California 94111

Ladies and Gentlemen:

The undersigned, Northwest Pipe Company, an Oregon corporation (the “ Company ”), hereby agrees with you as follows:

The Company issued and sold its Series A Senior Secured Notes (the “ Series A Notes ”) in the aggregate principal amount of $15,000,000, dated as of February 25, 2004, to mature February 25, 2014, bearing interest on the unpaid balance thereof from the date thereof until the principal thereof shall have become due and payable at the rate of 8.75% per annum and on any overdue payment of principal, interest or Yield-Maintenance Amount at the rate specified in the Series A Notes, and substantially in the form of Exhibit A-1 attached hereto.

The terms “ Series A Note ” and “ Series A Notes ” as used herein shall include each Series A Note delivered pursuant to any provision of this Agreement and each Series A Note delivered in substitution or exchange for any such Series A Note pursuant to any such provision. Certain capitalized terms used in this Agreement are defined in paragraph 10; references to a paragraph are, unless otherwise specified, to one of the paragraphs of this Agreement and references to an “Exhibit” or “Schedule” are, unless otherwise specified, to one of the exhibits or schedules attached to this Agreement.

The Company has authorized the issue of additional senior secured promissory notes (the “ Shelf Notes ”) in an aggregate principal amount of up to $60,000,000, to be dated the date of issue thereof, to mature, in the case of each Shelf Note so issued, no more than 10 years after the date of original issuance thereof, to have an average life, in the case of each Shelf Note so issued, of no more than 7 years, to bear interest on the unpaid balance thereof from the date thereof at the rate per annum, and to have such other particular terms, as shall be set forth, in the case of each Shelf Note so issued, in the Confirmation of Acceptance with respect to such Shelf Note delivered pursuant to paragraph 2B(5), and to be substantially in the form of Exhibit A-2 attached hereto.

The terms “ Shelf Note ” and “ Shelf Notes ” as used herein shall include each Shelf Note delivered pursuant to any provision of this Agreement and each Shelf Note delivered in substitution or exchange for any such Shelf Note pursuant to any such provision. The terms “ Note ” and “ Notes ” as used herein shall include each Series A Note and each Shelf Note delivered pursuant to any provision of this Agreement and each Note delivered in substitution or exchange for any such Note pursuant to any such provision. Notes which have (i) the same final maturity, (ii) the same principal prepayment dates, (iii) the same principal prepayment amounts (as a percentage of the original principal amount of each Note), (iv) the same interest rate, (v) the same interest payment periods and (vi) the same date of issuance (which, in the case of a Note issued in exchange for another Note, shall be deemed for these purposes the date on which such Note’s ultimate predecessor Note was issued), are herein called a “ Series ” of Notes.

Subject to paragraph 2B(2), PIM is willing to consider, in its sole discretion and within limits which may be authorized for purchase by PIM and Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of PIM to consider such purchase of Shelf Notes is herein called the “ Facility .” At any time, (i) $60,000,000, minus (ii) the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus (iii) the aggregate principal amount of Accepted Shelf Notes which have not yet been purchased and sold hereunder prior to such time is herein called the “ Available Facility Amount ” at such time. The Company hereby acknowledges that, on the date of the amendment and restatement hereof, the current Available Facility Amount is $35,000,000 (after giving effect to the issuance and sale of the following Shelf Notes: (a) the Company’s 8.47% Series B Senior Secured Promissory Term Notes issued to Prudential and PRIAC on June 21, 2004, to mature June 21, 2014, in the aggregate original principal amount of $10,500,000, (b) the Company’s 7.36% Series C Senior Secured Promissory Term Notes issued to Prudential and PRIAC on October 26, 2004, to mature October 26,

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2014, in the aggregate original principal amount of $10,000,000, and (c) the Company’s 7.32% Series D Senior Secured Promissory Term Notes issued to Prudential on January 24, 2005, to mature January 24, 2015, in the aggregate original principal amount of $4,500,000). NOTWITHSTANDING THE WILLINGNESS OF PIM TO CONSIDER PURCHASES OF SHELF NOTES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PIM NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PIM OR ANY PRUDENTIAL AFFILIATE .

Shelf Notes may be issued and sold pursuant to this Agreement until the earlier of (i) the third anniversary of the date of the amendment and restatement hereof (or if such day is not a Business Day, the Business Day next preceding such day) and (ii) the thirtieth day after PIM shall have given to the Company, or the Company shall have given to PIM, written notice stating that it elects to terminate the issuance and sale of Shelf Notes pursuant to this Agreement (or if such thirtieth day is not a Business Day, the Business Day next preceding such thirtieth day). The period during which Shelf Notes may be issued and sold pursuant to this Agreement is herein called the “ Issuance Period .”

The Company may from time to time during the Issuance Period make requests for purchases of Shelf Notes (each such request being herein called a “ Request for Purchase ”). Each Request for Purchase shall be made to PIM by facsimile or overnight delivery service, and shall (i) specify the aggregate principal amount of Shelf Notes covered thereby, which shall not be less than $5,000,000 and not be greater than the Available Facility Amount at the time such Request for Purchase is made, (ii) specify the principal amounts, final maturities (which shall be no more than 10 years from the date of issuance), principal prepayment dates and amounts (which shall result in an average life of no more than 7 years), and the Designated Spread of the Shelf Notes covered thereby, (iii) specify the use of proceeds of such Shelf Notes, (iv) specify the proposed day for the closing of the purchase and sale of such Shelf Notes, which shall be a Business Day during the Issuance Period not less than 7 days and not more than 20 days after the making of such Request for Purchase, (v) specify the number of the account and the name and address of the depository institution to which the purchase prices of such Shelf Notes are to be transferred on the Closing Day for such purchase and sale, (vi) certify that the representations and warranties contained in paragraph 8 are true on and as of the date of such Request for Purchase and that there exists on the date of such Request for Purchase no Event of Default or Default and (vii) be substantially in the form of Exhibit C attached hereto. Each Request for Purchase shall be in writing and shall be deemed made when received by PIM.

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Not later than five Business Days after the Company shall have given PIM a Request for Purchase pursuant to paragraph 2B(3), PIM may, but shall be under no obligation to, provide to the Company by telephone interest rate quotes for the several principal amounts, maturities and principal prepayment schedules of Shelf Notes specified in such Request for Purchase. Each such quote shall represent the interest rate per annum payable on the outstanding principal balance of such Shelf Notes, until such balance shall have become due and payable, at which PIM or a Prudential Affiliate would be willing to purchase such Shelf Notes at 100% of the principal amount thereof.

Within 2 minutes after PIM shall have provided any interest rate quotes pursuant to paragraph 2B(4), or such shorter period as PIM may specify to the Company (such period herein called the “ Acceptance Window ”), the Company may, subject to paragraph 2B(6), elect to accept such interest rate quotes as to not less than $5,000,000 aggregate principal amount of the Shelf Notes specified in the related Request for Purchase. Such election shall be made by an Authorized Officer of the Company notifying PIM by telephone or facsimile within the Acceptance Window (but not earlier than 9:30 a.m. or later than 1:30 p.m. (or such later time as PIM may agree), New York City local time) that the Company elects to accept such interest rate quotes, specifying the Shelf Notes (each such Shelf Note being herein called an “ Accepted Shelf Note ”) as to which such acceptance (herein called an “ Acceptance ”) relates. The day the Company notifies PIM of an Acceptance with respect to any Accepted Shelf Notes is herein called the “ Acceptance Day ” for such Accepted Shelf Notes. Any interest rate quotes as to which PIM does not receive an Acceptance within the Acceptance Window shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on such expired interest rate quotes. Subject to paragraphs 2B(2) and 2B(6) and the other terms and conditions hereof, the Company agrees to sell to PIM or a Prudential Affiliate, and PIM agrees to purchase, or to cause the purchase by a Prudential Affiliate of, the Accepted Shelf Notes at 100% of the principal amount of such Notes. As soon as practicable following the Acceptance Day, the Company, PIM and each Prudential Affiliate which is to purchase any such Accepted Shelf Notes will execute a confirmation of such Acceptance substantially in the form of Exhibit D attached hereto (herein called a “ Confirmation of Acceptance ”). If the Company should fail to execute and return to PIM by facsimile a Confirmation of Acceptance with respect to any Accepted Shelf Notes within two Business Days following receipt thereof from PIM by facsimile, PIM may at its election at any time prior to its receipt thereof cancel the closing with respect to such Accepted Shelf Notes by so notifying the Company in writing by facsimile.

Notwithstanding the provisions of paragraph 2B(5), if PIM shall have provided interest rate quotes pursuant to paragraph 2B(4) and thereafter, prior to the time an Acceptance with respect to such quotes shall have been notified to PIM in accordance with paragraph 2B(5), the domestic market for U.S. Treasury securities or derivatives

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shall have closed or there shall have occurred a general suspension, material limitation, or significant disruption of trading in securities generally on the New York Stock Exchange or in the domestic market for U.S. Treasury securities or derivatives, then such interest rate quotes shall expire, and no purchase or sale of Shelf Notes hereunder shall be made based on such expired interest rate quotes. If the Company thereafter notifies PIM of the Acceptance of any such interest rate quotes, such Acceptance shall be ineffective for all purposes of this Agreement, and PIM promptly shall notify the Company that the provisions of this paragraph 2B(6) are applicable with respect to such Acceptance.

Not later than 1:30 p.m. (New York City local time) on the Closing Day for any Accepted Shelf Notes, the Company will deliver to each Purchaser listed in the Confirmation of Acceptance relating thereto at the offices of Prudential Capital Group, Four Embarcadero Center, Suite 2700, San Francisco, California 94111 (or such other address as PIM may specify in writing), the Accepted Shelf Notes to be purchased by such Purchaser in the form of one or more Notes in authorized denominations as such Purchaser may request for each Series of Accepted Shelf Notes to be purchased on such Closing Day, dated the Closing Day and registered in such Purchaser’s name (or in the name of its nominee), against payment of the purchase price thereof by transfer of immediately available funds for credit to the account(s) specified in the Request for Purchase of such Shelf Notes. If the Company fails to tender to any Purchaser the Accepted Shelf Notes to be purchased by such Purchaser on the scheduled Closing Day for such Accepted Shelf Notes as provided above in this paragraph 2B(7), or any of the conditions specified in paragraph 3 shall not have been fulfilled by the time required on such scheduled Closing Day, the Company shall, prior to 2:00 p.m., New York City local time, on such scheduled Closing Day notify PIM (which notification shall be deemed received by each Purchaser) in writing by facsimile whether (i) such closing is to be rescheduled (such rescheduled date to be a Business Day during the Issuance Period not less than one Business Day and not more than 10 Business Days after such scheduled Closing Day (the “ Rescheduled Closing Day ”)) and certify to PIM (which certification shall be for the benefit of each Purchaser) that the Company reasonably believes that it will be able to comply with the conditions set forth in paragraph 3 on such Rescheduled Closing Day and that the Company will pay the Delayed Delivery Fee, if applicable, in accordance with paragraph 2B(8)(iii) or (ii) such closing is to be canceled and the Company will pay the Cancellation Fee as provided in paragraph 2B(8)(iv). In the event that the Company shall fail to give such notice referred to in the preceding sentence, PIM (on behalf of each Purchaser) may at its election, at any time after 2:00 p.m., New York City local time, on such scheduled Closing Day, notify the Company in writing by facsimile that such closing is to be canceled and the Company is obligated to pay the Cancellation Fee as provided in paragraph 2B(8)(iv). Notwithstanding anything to the contrary contained in this Agreement, the Company may elect to reschedule a closing with respect to any given Accepted Shelf Notes on not more than one (1) occasion, unless PIM shall have otherwise consented in writing.

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2B(8)(i). Structuring Fee.

In consideration for the time, effort and expense involved in the preparation, negotiation and execution of this Agreement, the Company will have paid to PIM, on or before the Series A Closing Day, a non-refundable fee in the aggregate amount of $175,000 (herein called the “ Structuring Fee ”).

2B(8)(ii). Draw Fees.

The Company will pay to PIM in immediately available funds a fee (herein called a “ Draw Fee ”) on each Closing Day (other than the Series A Closing Day) in an amount equal to 0.20% of the aggregate principal amount of Notes sold on such Closing Day.

2B(8)(iii). Delayed Delivery Fee.

If the closing of the purchase and sale of any Accepted Shelf Note is delayed for any reason beyond the original Closing Day for such Accepted Shelf Note, the Company will pay to PIM on (x) the Cancellation Date or actual closing date of such purchase and sale or (y) if earlier, the next Business Day following 90 days after the Acceptance Day for such Accepted Shelf Note, a fee (herein called the “ Delayed Delivery Fee ”) calculated as follows:

(BEY—MMY) X DTS/360 X PA

where “ BEY ” means Bond Equivalent Yield, i.e. , the bond equivalent yield per annum of such Accepted Shelf Note; “ MMY ” means Money Market Yield, i.e. , the yield per annum on a commercial paper investment of the highest quality selected by PIM on the date PIM receives notice of the delay in the closing for such Accepted Shelf Note having a maturity date or dates the same as, or closest to, the Rescheduled Closing Day or Rescheduled Closing Days (a new alternative investment being selected by PIM each time such closing is delayed); “ DTS ” means Days to Settlement, i.e. , the number of actual days elapsed from and including the original Closing Day with respect to such Accepted Shelf Note (in the case of the first such payment with respect to such Accepted Shelf Note) or from and including the date of the next preceding payment (in the case of any subsequent delayed delivery fee payment with respect to such Accepted Shelf Note) to but excluding the date of such payment; and “ PA ” means Principal Amount, i.e. , the principal amount of the Accepted Shelf Note for which such calculation is being made. In no case shall the Delayed Delivery Fee be less than zero. Nothing contained herein shall obligate any Purchaser to purchase any Accepted Shelf Note on any day other than the Closing Day for such Accepted Shelf Note, as the same may be rescheduled from time to time in compliance with paragraph 2B(7).

2B(8)(iv). Cancellation Fee.

If the Company at any time notifies PIM in writing that the Company is canceling the closing of the purchase and sale of any Accepted Shelf Note, or if PIM notifies the

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Company in writing under the circumstances set forth in the last sentence of paragraph 2B(5) or the penultimate sentence of paragraph 2B(7) that the closing of the purchase and sale of such Accepted Shelf Note is to be canceled, or if the closing of the purchase and sale of such Accepted Shelf Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being herein called the “ Cancellation Date ”), the Company will pay the Purchasers in immediately available funds an amount (the “ Cancellation Fee ”) calculated as follows:

PI X PA

where “ PI ” means Price Increase, i.e. , the quotient (expressed in decimals) obtained by dividing (a) the excess of the ask price (as determined by PIM) of the Hedge Treasury Note(s) on the Cancellation Date over the bid price (as determined by PIM) of the Hedge Treasury Notes(s) on the Acceptance Day for such Accepted Shelf Note by (b) such bid price; and “ PA ” has the meaning ascribed to it in paragraph 2B(8)(iii). The foregoing bid and ask prices shall be as reported by such publicly available source of such market data as is then customarily used by PIM. Each price shall be based on a U.S. Treasury security having a par value of $100.00 and shall be rounded to the second decimal place. In no case shall the Cancellation Fee be less than zero.

The obligation of any Purchaser to purchase and pay for any Notes is subject to the satisfaction, on or before the applicable Closing Day, of the following conditions:

The representations and warranties contained in this Agreement and each of the other Transaction Documents shall be true on and as of the applicable Closing Day (both before and after giving effect to the issuance and purchase of Notes on such Closing Day); if the Company provides updated disclosure schedules regarding the representations and warranties of paragraph 8, the same shall be acceptable to PIM; and there shall exist on such Closing Day (both before and after giving effect to the issuance and purchase of Notes on such Closing Day) no Event of Default or Default.

The purchase of and payment for the Notes to be purchased by such Purchaser on the applicable Closing Day (including the use of the proceeds of such Notes by the Company) shall not violate any applicable law or governmental regulation (including, without limitation, Section 5 of the Securities Act or Regulation T, U or X of the Board of Governors of the Federal Reserve System) and shall not subject such Purchaser to any tax (excluding taxes on the revenue and net income of such Purchaser), penalty, liability

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or other onerous condition under or pursuant to any applicable law or governmental regulation, and such Purchaser shall have received such certificates or other evidence as it may reasonably request to establish compliance with this condition.

The Company shall have paid any fees due pursuant to or in connection with this Agreement, including any Draw Fee due pursuant to paragraph 2B(8)(ii) and any Delayed Delivery Fee due pursuant to paragraph 2B(8)(iii) and the reasonable fees, charges and disbursements of the Purchasers’ special counsel. In addition, all taxes due in connection with the preparation, execution, delivery, filing, recordation, registration and notarization of any Transactions Documents or any document furnished under or in connection with any Transactions Documents shall have been paid in full by the Company and such Purchaser shall have received evidence thereof reasonably satisfactory to such Purchaser.

Each Purchaser shall have received (unless otherwise agreed by it):

(i) the Notes(s) to be purchased by such Purchaser;

(ii) Certified copies of the resolutions of the Board of Directors of each of the Credit Parties authorizing the execution and delivery of the Transaction Documents to which such Person is a party and, in the case of the Company, authorizing the issuance of the Notes, and of all documents evidencing other necessary corporate or similar action and governmental approvals, if any, with respect to the Transaction Documents to which such Credit Party is a party and the Notes (in the case of the Company);

(iii) a certificate of the Secretary or an Assistant Secretary of each of the Credit Parties certifying the names and true signatures of the officers of such Credit Party authorized to sign the Transaction Documents to which such Person is a party and, in the case of the Company, the Notes, to be delivered hereunder;

(iv) the Company shall have delivered to such Purchaser an Officer’s Certificate, dated such Closing Day, certifying that the conditions specified in paragraph 3B(1) have been satisfied;

(v) Certified copies of the Certificate of Incorporation or Articles of Incorporation (or similar constitutive documents), as applicable, and By-laws of each of the Credit Parties;

(vi) An opinion of Ater Wynne LLP, counsel to the Credit Parties (or such other counsel designated by the Credit Parties and acceptable to the Purchaser(s)) substantially in the form of Exhibit I-1 (in the case of the Series A Notes) or Exhibit I-2 (in the case of any Shelf Notes) attached hereto and as to such other matters as such Purchaser may reasonably request. The Company

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hereby directs such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction and understands and agrees that each Purchaser receiving such an opinion will and is hereby authorized to rely on such opinion;

(vii) A good standing certificate for each Credit Party from the Secretaries of State of each Credit Party’s state of formation, good standing certificates for each Credit Party from such other states as such Purchaser may reasonably request, and such other evidence of the status of each Credit Party as such Purchaser may reasonably request, each dated as of a recent date;

(viii) Certified copies of Requests for Information or Copies (Form UCC-11) or equivalent reports listing all effective financing statements which name any of the Credit Parties (under their present name and previous names) as debtor and which are filed in the offices of each Credit Party’s state of formation and any other state as reasonably requested by such Purchaser, together with copies of such financing statements; and

(ix) Additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as may be reasonably requested by such Purchaser.

Each Purchaser that at such time is not a party to the Intercreditor Agreement (and each other party then required to be a party to the Intercreditor Agreement pursuant to the terms thereof, if such party is not then a party to the Intercreditor Agreement) shall execute and deliver a duly completed Joinder Agreement (Secured Creditor) or a Joinder Agreement (Additional Credit Party) (each as defined in the Intercreditor Agreement), as applicable, to the other parties to the Intercreditor Agreement at such time and any other Persons executing and delivering any such joinder agreements at such time.

Since (i) with respect to the closing for the Series A Notes, September 30, 2003, and (ii) with respect to the closing of any Shelf Notes, the last day of the fiscal year of the Company most recently completed prior to the applicable Closing Day with respect to which audited financial statements have been delivered to the holders of the Notes, there shall not have occurred or be threatened any condition, event or act which has had or could reasonably be expected to result in a Material Adverse Effect.

A Private Placement number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained for the Notes to be purchased by such Purchaser.

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The effectiveness of the amendment and restatement effected by this Agreement is subject to the satisfaction of the following conditions:

The Company shall have delivered to PIM fully executed copies of the Bank Credit Agreement and each of the other instruments and agreements executed and/or delivered in connection therewith, each certified as true, correct and complete by an Authorized Officer of the Company and with terms and conditions satisfactory to PIM. Each of the conditions precedent in the Bank Credit Agreement shall have been previously or concurrently satisfied as of the date of the amendment and restatement hereof.

PIM shall have received the following documents, each duly executed and delivered by the party or parties thereto and in form and substance satisfactory to PIM:

(i) the Second Amended and Restated Intercreditor and Collateral Agency Agreement, dated as of the date of the amendment and restatement hereof, by and among the Credit Parties, Prudential, PIM, PRIAC, the other holders from time to time of the Notes, the Banks and the Collateral Agent, and each of the other parties signatory thereto, in the form of Exhibit G hereto (as further amended, supplemented or otherwise modified from time to time, the “ Intercreditor Agreement ”);

(ii) the Third Amended and Restated Security Agreement, dated as of the date of the amendment and restatement hereof, by and between the Company, as grantor, and the Collateral Agent, as secured party, for the benefit of the Banks, Prudential, PIM, PRIAC and the other holders from time to time of Notes, in the form of Exhibit H hereto (as it may be further amended, supplemented or otherwise modified from time to time, the “ Security Agreement ”); and

(iii) such other certificates, documents and agreements as PIM may request (including those referenced in paragraph 3B).

PIM shall have received a copy of a certificate of insurance from an independent insurance broker, dated as of or near the date of the amendment and restatement hereof, identifying insurers, types of insurance, insurance limits, policy terms, and otherwise confirming that insurance has been obtained in accordance with the provisions of this Agreement and the other Transaction Documents, together with evidence satisfactory to such Purchasers that the Collateral Agent has been named loss payee (on Form 438 BFU or a similar form) with respect to the property insurance and an “additional insured” with respect to the general liability insurance.

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The Collateral Documents shall be in full force and effect. All actions necessary to perfect (and to maintain perfection of) the Liens of the Collateral Agent in the Collateral (including, without limitation, the filing of all appropriate financing statements and the recording of all appropriate documents with appropriate governmental authorities) shall have been taken in accordance with the terms and provisions of the Collateral Documents, to the extent that such actions are permitted under applicable law. The Liens of the Collateral Agent in the Collateral shall be valid and enforceable and the Collateral shall be subject to no other Liens, other than Liens permitted pursuant to paragraph 6E. All recording, subscription and other similar fees, and all taxes and other expenses related to such filings, registrations and recordings shall have been paid, or caused to be paid, in full by the Company to the extent then required in accordance with the terms of the Collateral Documents.

The Company shall have paid to, or as directed by, PIM in immediately available funds, on or before the date of the amendment and restatement hereof, a non-refundable structuring fee of $50,000.

The Company shall have paid the reasonable fees, charges and disbursements of Bingham McCutchen LLP, special counsel to Prudential, PIM and PRIAC, related to the preparation and negotiation of this Agreement and the other documents described in this Section 3C.

The Series A Notes and any Shelf Notes shall be subject to required prepayment as and to the extent provided in paragraphs 4A and 4B, respectively. The Series A Notes and any Shelf Notes shall also be subject to prepayment under the circumstances set forth in paragraph 4C and 4D.

Until the Series A Notes shall be paid in full, the Company shall apply to the prepayment of the principal amount of the Series A Notes, without Yield-Maintenance Amount, the sum of $2,142,857.14 on February 25 of each year, commencing on February 25, 2008 through and including February 25, 2013, and such principal amounts of the Series A Notes, together with interest thereon to the payment dates, shall become due on such payment dates. The remaining unpaid principal amount of the Series A Notes, together with interest accrued thereon, shall become due on the maturity date of the Series A Notes.

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Each Series of Shelf Notes shall be subject to required prepayments, if any, set forth in the Notes of such Series.

The Notes of each Series shall be subject to prepayment, in whole at any time or from time to time in part in (in integral multiples of $100,000 and in a minimum amount of $1,000,000) at the option of the Company, at 100% of the principal amount so prepaid plus interest thereon to the prepayment date and the Yield-Maintenance Amount, if any, with respect to each such Note. Any partial prepayment of a Series of the Notes pursuant to this paragraph 4C shall be applied in satisfaction of remaining required payments of principal on a pro rata basis.

The Notes of each Series prepaid with a distribution made pursuant to the Intercreditor Agreement shall be made at 100% of the principal amount so prepaid plus interest thereon to the prepayment date and the Yield-Maintenance Amount, if any, with respect to each such Note. Any partial prepayment of a Series of the Notes pursuant to this paragraph 4D shall be applied in satisfaction of remaining required payments of principal for such Series in the inverse order of their scheduled due dates.

The Company shall give the holder of each Note of a Series to be prepaid pursuant to paragraph 4C irrevocable written notice of such prepayment not less than 5 Business Days prior to the prepayment date, specifying (i) such prepayment date, (ii) the aggregate principal amount of the Notes of such Series to be prepaid on such date, (iii) the principal amount of the Notes of such Series held by such holder to be prepaid on that date and (iv) that such prepayment is to be made pursuant to paragraph 4C. Notice of prepayment having been given as aforesaid, the principal amount of the Notes specified in such notice, together with interest thereon to the prepayment date and together with the Yield-Maintenance Amount, if any, herein provided, shall become due and payable on such prepayment date. The Company shall, on or before the day on which it gives written notice of any prepayment pursuant to paragraph 4C, give telephonic notice of the principal amount of the Notes to be prepaid and the prepayment date to each holder of the Notes of such Series which shall have designated a recipient for such notices in the Purchaser Schedule attached hereto or the applicable Confirmation of Acceptance or by notice in writing to the Company.

In the case of each prepayment of less than the entire unpaid principal amount of all outstanding Notes of any Series pursuant to paragraphs 4A, 4C or 4D, the amount to be prepaid shall be applied pro rata to all outstanding Notes of such Series according to the respective outstanding principal amounts thereof.

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The Company shall not, and shall not permit any of its Subsidiaries or Affiliates to, prepay or otherwise retire in whole or in part prior to their stated final maturity (other than by prepayment pursuant to paragraphs 4A, 4B, 4C or 4D or upon acceleration of such final maturity pursuant to paragraph 7A), or purchase or otherwise acquire, directly or indirectly, Notes of any Series held by any holder.

During the Issuance Period and so long thereafter as any Note or other amount owing under this Agreement or any other Transaction Document shall remain unpaid, the Company covenants as follows:

The Company covenants that it will deliver to each holder of any Notes in duplicate:

(i) within 60 days after the end of each quarterly fiscal period in each fiscal year of the Company (other than the last quarterly period), consolidating (by division and product line) and consolidated statements of income and cash flows and a consolidated statement of shareholders’ equity of the Company and its Subsidiaries for the period from the beginning of the current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period in the preceding fiscal year, all in reasonable detail and prepared in accordance with GAAP and certified by an authorized financial officer of the Company as fairly presenting, in all material respects, the consolidated financial position of the companies being reported on their consolidated results of operations and changes in financial position, subject to changes resulting from year-end adjustments and the absence of all required footnotes;

(ii) within 105 days after the end of each fiscal year, consolidating (by division and product line) and consolidated statements of income and cash flows and a consolidated statement of shareholders’ equity of the Company and its Subsidiaries for such year, and a consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, setting forth in each case in comparative form corresponding consolidated figures from the preceding annual audit, all in reasonable detail and prepared in accordance with GAAP and, as to the consolidated statements, reported on by independent public accountants of recognized national standing, selected by the Company whose report shall be without a “going concern” or like qualification or exception and without limitation as to scope of the audit and, as to the consolidating statements, certified by an authorized financial officer of the Company as fairly presenting, in all material respects, the consolidated financial position of the companies being reported on their consolidated results of operations and changes in financial position;

(iii) promptly upon their becoming available, (i) each financial statement, report, notice or proxy statement sent by the Company or any Subsidiary to public securities holders generally, and (ii) each regular or periodic report, each registration statement (without exhibits except as expressly required by such holder), and each prospectus and all amendments thereto filed by the

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Company or any Subsidiary with the Securities and Exchange Commission and of all press releases and other statements made available generally by the Company or any Subsidiary to the public concerning developments that are material in relation to the business, operations, affairs, financial condition, assets, properties or prospects of the Company and its Subsidiaries taken as a whole;

(iv) promptly upon receipt thereof, a copy of any other credit agreement or similar agreement to which the Company or any Subsidiary is a party not previously delivered pursuant to which the credit commitments available to the Company or any Subsidiary, individually or in the aggregate, and/or outstanding principal indebtedness incurred equals or exceeds $10,000,000, a copy of each notice of default or noncompliance received by the Company or any of its Subsidiaries with respect thereto, and promptly following execution and delivery thereof, a copy of any amendment, waiver or other modification of any such agreement;

(v) promptly upon receipt thereof, a copy of each other report submitted to the Company or any Subsidiary by independent accountants in connection with any annual, interim or special audit made by them of the books of the Company or any Subsidiary; and

(vi) with reasonable promptness, such other financial data as a holder of Notes may reasonably request.

Together with each delivery of financial statements required by clause (i) above, the Company will deliver to each holder of Notes an Officer’s Certificate demonstrating (with computations in reasonable detail) compliance by the Company and its Subsidiaries with the provisions of paragraphs 6A, 6C, 6D, 6F, 6G, 6H and 6K and stating that there exists no Event of Default or Default, or, if any Event of Default or Default exists, specifying the nature and period of existence thereof and what action the Company proposes to take with respect thereto

Together with each delivery of financial statements required by clause (ii) above, the Company will deliver to each holder of Notes an Officer’s Certificate demonstrating (with computations in reasonable detail) compliance by the Company and its Subsidiaries with the provisions of paragraphs 6A, 6C, 6D, 6F, 6G, 6H and 6K and stating that there exists no Event of Default or Default, or, if any Event of Default or Default exists, specifying the nature and period of existence thereof and what action the Company proposes to take with respect thereto.

The Company shall, and shall cause each Subsidiary to:

(i) As soon as practicable, and in any event no later than 5 days after (a) the occurrence of any Default or Event of Default, (b) the institution of any litigation, suit or administrative proceeding affecting the Company or any Subsidiary which could reasonably be expected to have a Material Adverse Effect or which involves a claim for monetary damages against the Company or any Subsidiary in excess of $1,000,000 for any single claim or any series of related claims, (c) any change in the name or the organizational structure of the Company or any Subsidiary, (d) the occurrence of any “Reportable Event” or “Prohibited Transaction” as defined under ERISA or any funding deficiency with respect to any Plan, (e) any termination or cancellation of any insurance policy which the Company or any Subsidiary is required to

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maintain under the terms of this Agreement or under the terms of any other Transaction Documents (unless the same is replaced without interruption with insurance that complies with the requirements of the Transaction Documents), or any uninsured or partially uninsured loss through liability or property damage, or through fire, theft or any other cause affecting the Company’s or any Subsidiary’s property or (g) any other event or circumstance which could reasonably be expected to result in a Material Adverse Effect, it will deliver to each holder of a Note an Officer’s Certificate specifying the nature and period of existence thereof, the effect, if any, of such event or circumstance on the results of operations, condition (financial or otherwise) or the ability of each Credit Party to comply with the Transaction Documents to which such Credit Party is a party, and what action the Company proposes to take with respect thereto;

(ii) Promptly upon the transmission thereof by any Credit Party of any information, reports, statements or other information provided by such Credit Party to the Banks pursuant to the requirements of the Bank Credit Agreement, it shall deliver a copy thereof to each holder of the Notes; and

(iii) [Intentionally Omitted].

The Company covenants that it will permit any Person designated by any holder of any Notes to visit and inspect any of the properties of the Company or its Subsidiaries, to examine the corporate books and financial records of the Company or its Subsidiaries and make copies thereof or extracts therefrom and to discuss the affairs, finances and accounts of any of such Person with the principal officers of such Person and its independent public accountants, all at such reasonable times and as often as such holder may reasonably request. The fees and costs of such visits, inspections and examinations shall be at the expense of the Company if a Default or an Event of Default exists, or at the expense of the holder of such Notes if no Default or Event of Default exists.

The Company covenants that it will, upon the request of the holder of any Note, provide such holder, and any qualified institutional buyer designated by such holder, such financial and other information as such holder may reasonably determine to be necessary in order to permit compliance with the information requirements of Rule 144A under the Securities Act in connection with the resale of Notes, except at such times as the Company is subject to and in compliance with the reporting requirements of section 13 or 15(d) of the Exchange Act. For the purpose of this paragraph 5D, the term “qualified institutional buyer” shall have the meaning specified in Rule 144A under the Securities Act.

The Company covenants that it will, and will cause each of its Subsidiaries to, (i) maintain and keep, or cause to be maintained and kept, all properties useful or necessary to the business of the Company or such Subsidiary, as the case may be, in reasonably good repair, working order and condition (other than ordinary wear and tear), (ii) maintain and preserve all material licenses, permits, governmental approvals, rights, privileges and franchises necessary

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for the conduct of its business, and (iii) comply with the material provisions of its charter, bylaws or other similar constitutive documents pursuant to which the Company or such Person is organized and/or which governs its continued existence.

The Company covenants that it will, and will cause each of its Subsidiaries to, comply in a timely fashion with all material applicable laws, rules, regulations, decrees and orders of all federal, state or local courts or governmental agencies, authorities, instrumentalities or regulatory bodies, including the USA Patriot Act, all Environmental Laws and the Fair Labor Standards Act, as amended.

The Company covenants that it will, and will cause each of its Subsidiaries to, (i) maintain, insurance of the types and in amounts customarily carried in lines of business similar to that the Company and its Subsidiaries, including but not limited to fire, extended coverage, public liability, flood, property damage and workers’ compensation, with all such insurance carried with companies and in amounts satisfactory to the Required Holders, and (ii) deliver to the holders from time to time of the Notes, at the request of any such holder, schedules setting forth all insurance then in effect. Additionally, the Company will, and will cause each of its Subsidiaries to, maintain such additional insurance as may be required under the terms of any of the other Transaction Documents.

Except to the extent permitted under paragraph 6G, the Company will, and will cause each Subsidiary to, preserve and keep in full force and effect at all times its corporate or other existence (as applicable).

The Company will, and will cause each Subsidiary to, pay and discharge when due all taxes, assessments and other governmental charges imposed upon it or any of its properties or assets or in respect of any of its franchises, business, income or profits before any penalty or interest accrues thereon, including without limitation federal and state income taxes and state and local property taxes and assessments and all claims (including claims for labor services, materials and supplies) for sums that have become due and payable and which by law have or might become a Lien upon any of its properties or assets; provided , that no such charge or claim need be paid if subject to a Good Faith Contest.

(i) Within 10 days after any Credit Party’s acquisition or formation of a Person that becomes a Major Domestic Subsidiary or within 10 days after any determination that any Domestic Subsidiary has become a Major Domestic Subsidiary, or (ii) concurrently with any Subsidiary’s becoming a guarantor or co-obligor of any of the Secured Obligations (as defined in the Intercreditor Agreement), the Company will cause such Person to (a) become a party to the

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Multiparty Guaranty, the Indemnity and Contribution Agreement, the Security Agreement (or an additional security agreement substantially similar to the Security Agreement) and the Intercreditor Agreement and (b) execute and deliver to each holder of Notes such opinions of counsel, certificates accompanying authorizing resolutions and corporate or similar documents, and such other financing statements, landlord/mortgagee waivers and other agreements, instruments and other documents as the Required Holders may reasonably request, each of foregoing in form and substance satisfactory to the Required Holders. Notwithstanding the foregoing, within 10 days after any determination by the Required Holders that (1) the book value of the assets of the Company (exclusive of its Subsidiaries), together with the book value of the assets of any then existing parties to the Multiparty Guaranty, in each case as at the end of the most recently ended fiscal quarter, do not collectively constitute at least 90% of the book value of the assets of the Company and its Subsidiaries on a consolidated basis as at the end of the most recently ended fiscal quarter, or (2) the Consolidated EBITDA (determined solely with respect to the Company (exclusive of its Subsidiaries)), together with the Consolidated EBITDA determined solely with respect to any then existing parties to the Multiparty Guaranty, in each case for the most recently ended four consecutive fiscal quarters, does not collectively constitute at least 90% of the Consolidated EBITDA for the most recently ended four consecutive fiscal quarters, then the Company shall cause such Domestic Subsidiaries to execute and deliver to each holder of Notes the documents described in clauses (a) and (b) of the immediately preceding sentence so that (A) the book value of the assets of the Company (exclusive of its Subsidiaries) and the parties to the Multiparty Guaranty constitute at least 90% of the book value of the assets of the Company and its Subsidiaries on a consolidated basis and (B) the Consolidated EBITDA (determined solely with respect to the Company (exclusive of its Subsidiaries)), together with the Consolidated EBITDA determined solely with respect to any then existing parties to the Multiparty Guaranty collectively constitute at least 90% of the Consolidated EBITDA.

If at any time any Principal Lending Agreement shall include any covenant, undertaking, restriction or other provision (or any thereof shall be amended or otherwise modified) that is not contained in this Agreement or would be more beneficial to the holders of Notes than any analogous covenant, undertaking, restriction or provision contained in this Agreement (any such covenant, undertaking, restriction or provision, an “ Additional Covenant ”), then the Company shall provide a Most Favored Lender Notice to the holders of the Notes. Thereupon, unless waived in writing by the Required Holders within five (5) days of receipt of such notice by the holders of the Notes, such Additional Covenant shall be deemed automatically incorporated by reference into this Agreement, mutatis mutandis , as if set forth fully herein, without any further action required on the part of any Person, effective as of the date when such Additional Covenant became effective under such Principal Lending Agreement. Thereafter, upon the request of the Required Holders, the Company shall enter into any additional agreement or amendment to this Agreement reasonably requested by such Required Holders evidencing any of the foregoing. Any Additional Covenant incorporated into this Agreement pursuant to this paragraph 5K shall remain unchanged herein notwithstanding any subsequent waiver, amendment or other modification of such Additional Covenant (except to the extend that any such waiver, amendment or modification adds another Additional Covenant) under the applicable Principal Lending Agreement.

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The Company shall execute and acknowledge (or cause to be executed or acknowledged) and deliver to the Collateral Agent, for the benefit of the holders from time to time of Notes, all documents, and take all actions that may be requested by the Collateral Agent to confirm the rights created or now or hereafter intended to be created under the Transaction Documents, or otherwise to carry out the purposes of the Transaction Documents and the transactions contemplated thereunder.

During the Issuance Period and so long thereafter as any Note or other amount owing under this Agreement or any other Transaction Document shall remain unpaid, the Company covenants as follows:

(a) The Company will not permit the ratio of (i) Consolidated Total Debt on the last day of each fiscal quarter to (ii) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Company ended on such date, to be greater than 4.00:1.00.

(b) The Company will not, at any time during any fiscal quarter, other than the last day of such fiscal quarter, permit the ratio of (i) Consolidated Total Debt at such time to (ii) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Company then most recently ended, to be greater than 4.30:1.00.

The Company will not, at any time, permit Consolidated Tangible Net Worth to be less than the sum of (i) $167,500,000, plus (ii) 50% of the consolidated net income of the Company and its Subsidiaries (but only if a positive number) for each fiscal quarter of the Company ended after December 31, 2006 through and including the most recently ended fiscal quarter of the Company at such time, plus (iii) 100% of the net proceeds from any Equity Offering of the Company consummated after the date of the amendment and restatement hereof.

The Company will not permit the Consolidated Fixed Charge Coverage Ratio calculated as of the end of each fiscal quarter to be less than 1.35:1.00 at such time.

(a) The Company will not permit the ratio of (i) Consolidated Senior Funded Debt on the last day of each fiscal quarter to (ii) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Company ended on such date, to be greater than 3.50:1.00.

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(b) The Company will not, at any time during any fiscal quarter, other than the last day of such fiscal quarter, permit the ratio of (i) Consolidated Senior Funded Debt at such time to (ii) Consolidated EBITDA for the period of four