<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>exh101.txt
<TEXT>
                                                                  Execution Copy

                                 AMENDMENT NO. 1


         AMENDMENT NO. 1 (this "Amendment"), dated as of May 25, 2004, to the
Credit Agreement, dated as of May 4, 2004 (the "Credit Agreement"), by and among
VALMONT INDUSTRIES, INC., a Delaware corporation (the "Parent Borrower"), the
Qualified Subsidiaries of the Parent Borrower party hereto or which from time to
time become party hereto (each a "Subsidiary Borrower" and, collectively, the
"Subsidiary Borrowers"), the lenders party hereto (each a "Lender" and,
collectively, the "Lenders"), WACHOVIA CAPITAL MARKETS, LLC, as Syndication
Agent, LASALLE BANK NATIONAL ASSOCIATION, COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL," NEW YORK BRANCH, and
U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents, WACHOVIA BANK,
NATIONAL ASSOCIATION, as an Issuing Bank, and THE BANK OF NEW YORK ("BNY"), as
an Issuing Bank, as swing line lender (in such capacity, the "Swing Line
Lender"), and as administrative agent for the Lenders, the Issuing Banks and the
Swing Line Lender (in such capacity, the "Administrative Agent").

                                    RECITALS

I. Capitalized terms used herein which are not otherwise defined herein shall
have the respective meanings ascribed thereto in the Credit Agreement.

II. Under Section 7.13 of the Credit Agreement, all Indebtedness outstanding
under the Private Placement Documents is required to be repaid in full not later
than May 25, 2004 and the Private Placement Documents are required to be
terminated contemporaneously with such repayment.

III. The Parent Borrower (a) has advised the Administrative Agent that, (i)
notwithstanding its timely request to the lenders under the Private Placement
Documents, it was not provided with the computation of the amount required to
repay in full all Indebtedness outstanding under the Private Placement Documents
until May 25, 2004 and (ii) consequently it is unable to make the required
payment and effect the required termination on May 25, 2004 and (b) has
requested that the Lenders extend the time required for such payment and
termination for an additional three Business Days.

         Accordingly, in consideration of the Recitals and the terms and
conditions hereinafter set forth, and for other good and valuable consideration,
the receipt and adequacy of which are hereby acknowledged, the Parent Borrower,
the Lenders and the Administrative Agent hereby agree as follows:

1. Amendment to Section 7.13. Section 7.13 of the Credit Agreement (Private
Placement Debt) is hereby amended by deleting the phrase "15 Business Days"
therefrom and substituting therefor the phrase "20 Business Days."

2. Effectiveness. This Amendment shall become effective when it has been
executed by the Administrative Agent and the Administrative Agent has received
counterparts hereof executed by the Required Lenders and the Credit Parties set
forth on the signature pages hereto.

3. Continuing Validity of Loan Documents. The Parent Borrower hereby (a)
reaffirms and admits the validity and enforceability of each Loan Document and
all of the obligations of each Credit Party thereunder, (b) agrees and admits
that no Credit Party has any defenses to or offsets against any such obligation
and (c) certifies that, immediately after giving effect to this Amendment, (i)
no Default shall exist and (ii) each of the representations and warranties
contained in each Loan Document shall be true and correct with the same effect
as though such representation and warranty had been made on date hereof, except
to the extent such representation and warranty specifically relates to an
earlier date, in which case such representation and warranty shall have been
true and correct on and as of such earlier date.

4. Limitations. In all other respects, the Loan Documents shall remain in full
force and effect, and no amendment or waiver in respect of any term or condition
of any Loan Document shall be deemed (i) to be an amendment or waiver in respect
of any other term or condition contained in any Loan Document or (ii) to
prejudice any right or rights which the Administrative Agent, the Swing Line
Lender, the Issuing Banks, any Lender or the Parent Borrower or Subsidiary
Borrower may now have or may have in the future under or in connection with the
Credit Agreement or any of the Loan Documents.

5. Counterparts. This Amendment may be executed in any number of counterparts
all of which, taken together, shall constitute one agreement. In making proof of
this Amendment, it shall be necessary to produce only the counterpart executed
and delivered by the party to be charged.

6. Governing Law. THIS AMENDMENT IS BEING EXECUTED AND DELIVERED IN, AND IS
INTENDED TO BE PERFORMED IN, THE STATE OF NEW YORK AND SHALL BE CONSTRUED AND
ENFORCEABLE IN ACCORDANCE WITH, AND BE GOVERNED BY, THE INTERNAL LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.




<PAGE>



                  AS EVIDENCE of the agreement by the parties hereto to the
terms and conditions herein contained, each such party has caused this Amendment
to be executed on its behalf.


                            VALMONT INDUSTRIES, INC.


                            By:       /s/ Terry J. McClain
                               ------------------------------------------------
                               Name:  Terry J. McClain
                               Title: Senior Vice President and Chief
                                      Financial Officer


                            THE BANK OF NEW YORK,
                            individually, as an Issuing Bank, as Swing
                            Line Lender and as Administrative Agent


                            By:       /s/ John Paul Marotta
                               ------------------------------------------------
                               Name:  John Paul Marotta
                                    -------------------------------------------
                               Title: Vice President
                                    -------------------------------------------


                            Consented to and agreed:

                            WACHOVIA BANK, NATIONAL ASSOCIATION,
                            Individually and as Issuing Bank


                            By:         /s/ Barbara Van Meerten
                                ------------------------------------------------
                                Name:   Barbara Van Meerten
                                      ------------------------------------------
                                Title:  Director
                                      ------------------------------------------


                            LASALLE BANK NATIONAL ASSOCIATION


                            By:         /s/ David Gardner
                                ------------------------------------------------
                                Name:   David Gardner
                                      ------------------------------------------
                                Title:  Vice President
                                      ------------------------------------------


                             COOPERATIEVE CENTRALE
                             RAIFFEISEN - BOERENLEENBANK B.A,
                             "RABOBANK  NEDERLAND",  NEW YORK BRANCH


                             By:       /s/ Eric Hurshman
                                ------------------------------------------------
                                Name:  Eric Hurshman
                                      ------------------------------------------
                                Title: Executive Director
                                      ------------------------------------------


                             By:       /s/ Brett Delfino
                                ------------------------------------------------
                                Name:  Brett Delfino
                                      ------------------------------------------
                                Title: Executive Director
                                      ------------------------------------------


                             U.S. BANK NATIONAL ASSOCIATION


                             By:        /s/ Joseph T. Sullivan III
                                ------------------------------------------------
                                Name:   Joseph T. Sullivan III
                                      ------------------------------------------
                                Title:  Assistant Vice President
                                      ------------------------------------------


                             BANK OF AMERICA, N.A.


                             By:         /s/ Lynn W. Stetson
                                ------------------------------------------------
                                Name:    Lynn W. Stetson
                                       -----------------------------------------
                                Title:   Managing Director
                                       -----------------------------------------


                             COMERICA BANK


                             By:        /s/ Timothy O'Rourke
                                ------------------------------------------------
                                Name:   Timothy O'Rourke
                                       -----------------------------------------
                                Title:  Vice President
                                       -----------------------------------------


                              HARRIS TRUST AND SAVINGS BANK


                              By:      /s/ James J. Owen
                                ------------------------------------------------
                                Name:   James J. Owen
                                       -----------------------------------------
                                Title:  Vice President
                                       -----------------------------------------


                              KEYBANK NATIONAL ASSOCIATION


                              By:       /s/ Keven D. Smith
                                ------------------------------------------------
                                Name:   Keven D. Smith
                                       -----------------------------------------
                                Title:  Vice President
                                       -----------------------------------------


                              WELLS FARGO BANK, N.A.


                              By:       /s/ Ryan K. Johnson
                                ------------------------------------------------
                                Name:   Ryan K. Johnson
                                       -----------------------------------------
                                Title:  AVP
                                       -----------------------------------------


                              ALLIED IRISH BANKS, P.L.C.


                              By:        /s/ Joseph S. Augustini
                                ------------------------------------------------
                                Name:    Joseph S. Augustini
                                       -----------------------------------------
                                Title:   Vice President
                                       -----------------------------------------


                               FIFTH THIRD BANK


                               By:      /s/ Mike Mendenhall
                                ------------------------------------------------
                                Name:   Mike Mendenhall
                                       -----------------------------------------
                                Title:  Corporate Banking Officer
                                       -----------------------------------------


                               KBC BANK, N.V.


                               By:        /s/Robert Snauffer
                                  ----------------------------------------------
                                  Name:   Robert Snauffer
                                         ---------------------------------------
                                  Title:  First Vice President
                                         ---------------------------------------


                                By:        /s/ William Cavanaugh
                                   ---------------------------------------------
                                   Name:   William Cavanaugh
                                          --------------------------------------
                                   Title:  Vice President
                                          --------------------------------------




<PAGE>



                                AIB DEBT MANAGEMENT LIMITED


                                By:
                                   ---------------------------------------------
                                   Name:
                                          --------------------------------------
                                   Title:
                                          --------------------------------------


                                By:        /s/ Joseph S. Augustini
                                   ---------------------------------------------
                                   Name:   Joseph S. Augustini
                                          --------------------------------------
                                   Title:  Vice President
                                          --------------------------------------




<PAGE>



AGREED AND CONSENTED TO:

PiROD, INC.

VALMONT COATINGS, INC.

NEWMARK INTERNATIONAL, INC.


By:     /s/ Terry J. McClain
     ------------------------------------------------
Name:  Terry J. McClain
Title:  Senior Vice President and Chief Financial Officer


Terry J. McClain, as Senior Vice President and Chief Financial Officer of each
of the aforementioned corporations, has executed this Amendment No. 1 to Credit
Agreement intending that all entities set forth above his signature shall be
bound by a single signature as if he had executed separately for each of such
entity.

<PAGE>

                                 AMENDMENT NO. 2


         AMENDMENT NO. 2 (this "Amendment"), dated as of November 1, 2004, to
the Credit Agreement, dated as of May 4, 2004 and amended as of May 25, 2004 (as
so amended, the "Credit Agreement"), by and among VALMONT INDUSTRIES, INC., a
Delaware corporation (the "Parent Borrower"), the Qualified Subsidiaries of the
Parent Borrower party thereto or which from time to time become party thereto
(each a "Subsidiary Borrower" and, collectively, the "Subsidiary Borrowers"),
the lenders party thereto (each a "Lender" and, collectively, the "Lenders"),
WACHOVIA CAPITAL MARKETS, LLC, as Syndication Agent, LASALLE BANK NATIONAL
ASSOCIATION, COOPERATIEVE CENTRALE RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK
INTERNATIONAL," NEW YORK BRANCH, and U.S. BANK NATIONAL ASSOCIATION, as
Co-Documentation Agents, WACHOVIA BANK, NATIONAL ASSOCIATION, as an Issuing
Bank, and THE BANK OF NEW YORK ("BNY"), as an Issuing Bank, as swing line lender
(in such capacity, the "Swing Line Lender"), and as administrative agent for the
Lenders, the Issuing Banks and the Swing Line Lender (in such capacity, the
"Administrative Agent").

                                    RECITALS

     I.  Capitalized  terms used herein which are not otherwise  defined  herein
shall have the respective meanings ascribed thereto in the Credit Agreement.

     II.  In  accordance  with  Section  7.13  of  the  Credit  Agreement,   all
Indebtedness  outstanding  under the Private  Placement  Documents was repaid in
full and the Private Placement Documents were terminated  contemporaneously with
such repayment.

     III.  In  connection  with such  prepayment  and  termination,  the  Parent
Borrower  was  required  to pay a  prepayment  penalty,  the cost of  which  was
expected,  at the time the Credit Agreement was entered into, to be capitalized.
The Parent  Borrower  has now been advised such cost must be treated as a charge
against  earnings in its financial  statements for the fiscal quarter ended June
26, 2004.

     IV. The Parent  Borrower has requested  that the Lenders  permit the Parent
Borrower to add back to net income the amount of such charge against earnings in
computing  Consolidated  EBITDA for purposes of calculating  compliance with the
financial  ratios set forth in the Credit  Agreement  (but not for  purposes  of
calculating the Pricing Level).

     Accordingly,  in consideration of the Recitals and the terms and conditions
hereinafter  set  forth,  and for other  good and  valuable  consideration,  the
receipt and adequacy of which are hereby acknowledged,  the Parent Borrower, the
Lenders and the Administrative Agent hereby agree as follows:

     1.   Amendment  to  Section  1.1  Section  1.1  of  the  Credit   Agreement
(Definitions) is hereby amended by

          (a) restating the definition of the term "Consolidated EBITDA" to read
     in its entirety as follows:

               "Consolidated  EBITDA":  for any period, net income of the Parent
               Borrower and its Subsidiaries, determined on a Consolidated basis
               in  accordance  with  GAAP,  for  such  period,  plus the sum of,
               without  duplication,  each of the following  with respect to the
               Parent Borrower and its  Subsidiaries,  to the extent utilized in
               determining  such net  income:  (i) all  interest  expense,  (ii)
               provision for income taxes,  (iii)  depreciation and amortization
               and (iv) with respect to the fiscal  quarter ended June 26, 2004,
               $9,555,000.

          (b) amending the definition of the term  "Leverage  Ratio" by adding a
     new proviso at the end thereof, to read in its entirety as follows:

               and provided  further that,  in computing the Leverage  Ratio for
               purposes of determining any Pricing Level,  Consolidated  EBITDA,
               shall be  computed  without  giving  effect to clause (iv) of the
               definition of such term.

     2.  Effectiveness.  This Amendment shall become  effective when it has been
executed by the Administrative  Agent and the Administrative  Agent has received
counterparts  hereof executed by the Required Lenders and the Credit Parties set
forth on the signature pages hereto.

     3. Continuing  Validity of Loan  Documents.  The Parent Borrower hereby (a)
reaffirms and admits the validity and  enforceability  of each Loan Document and
all of the  obligations of each Credit Party  thereunder,  (b) agrees and admits
that no Credit Party has any defenses to or offsets  against any such obligation
and (c) certifies that,  immediately after giving effect to this Amendment,  (i)
no  Default  shall  exist and (ii) each of the  representations  and  warranties
contained in each Loan  Document  shall be true and correct with the same effect
as though such representation and warranty had been made on date hereof,  except
to the  extent  such  representation  and  warranty  specifically  relates to an
earlier date,  in which case such  representation  and warranty  shall have been
true and correct on and as of such earlier date.

     4. Limitations.  In all other respects,  the Loan Documents shall remain in
full  force and  effect,  and no  amendment  or waiver in respect of any term or
condition of any Loan Document  shall be deemed (i) to be an amendment or waiver
in respect of any other term or condition contained in any Loan Document or (ii)
to prejudice any right or rights which the Administrative  Agent, the Swing Line
Lender,  the Issuing  Banks,  any Lender or the Parent  Borrower  or  Subsidiary
Borrower may now have or may have in the future under or in connection  with the
Credit Agreement or any of the Loan Documents.

     5.  Counterparts.   This  Amendment  may  be  executed  in  any  number  of
counterparts all of which,  taken together,  shall constitute one agreement.  In
making  proof of this  Amendment,  it shall be  necessary  to  produce  only the
counterpart executed and delivered by the party to be charged.

     6. Governing Law. THIS AMENDMENT IS BEING EXECUTED AND DELIVERED IN, AND IS
INTENDED TO BE PERFORMED  IN, THE STATE OF NEW YORK AND SHALL BE  CONSTRUED  AND
ENFORCEABLE  IN  ACCORDANCE  WITH,  AND BE GOVERNED BY, THE INTERNAL LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.




<PAGE>



     AS  EVIDENCE  of the  agreement  by the  parties  hereto  to the  terms and
conditions  herein  contained,  each such party has caused this  Amendment to be
executed on its behalf.


                            VALMONT INDUSTRIES, INC.


                            By:        /s/ Terry J. McClain
                                ------------------------------------------------
                                Name:  Terry J. McClain
                                Title: Senior Vice President and Chief
                                       Financial Officer


                            THE BANK OF NEW YORK,
                            individually, as an Issuing Bank, as Swing
                            Line Lender and as Administrative Agent


                            By:         /s/John Paul Marotta
                                ------------------------------------------------
                                Name:   John Paul Marotta
                                       -----------------------------------------
                                Title:  Vice President
                                       -----------------------------------------


                            Consented to and agreed:

                            WACHOVIA BANK, NATIONAL ASSOCIATION,
                            Individually and as Issuing Bank


                            By:          /s/ Nathan R. Rantala
                                ------------------------------------------------
                                Name:    Nathan R. Rantala
                                       -----------------------------------------
                                Title:   Vice President
                                       -----------------------------------------


                            LASALLE BANK NATIONAL ASSOCIATION


                            By:        /s/ David Gardner
                                ------------------------------------------------
                                Name:  David Gardner
                                       -----------------------------------------
                                Title: Vice President
                                       -----------------------------------------


                            COOPERATIEVE CENTRALE
                            RAIFFEISEN - BOERENLEENBANK B.A,
                            "RABOBANK  NEDERLAND",  NEW YORK BRANCH


                            By:         /s/ John L. Church
                                ------------------------------------------------
                                Name:   John L. Church
                                       -----------------------------------------
                                Title:  Executive Director
                                       -----------------------------------------


                            By:         /s/ Rebecca O. Morrow
                                ------------------------------------------------
                                Name:   Rebecca O. Morrow
                                       -----------------------------------------
                                Title:  Executive Director
                                       -----------------------------------------


                            U.S. BANK NATIONAL ASSOCIATION


                            By:         /s/ Joseph T. Sullivan III
                                ------------------------------------------------
                                Name:   Joseph T. Sullivan III
                                       -----------------------------------------
                                Title:  Assistant Vice President
                                       -----------------------------------------


                            BANK OF AMERICA, N.A.


                            By:       /s/ Lynn W. Stetson
                               -------------------------------------------------
                               Name:  Lynn W. Stetson
                                      ------------------------------------------
                               Title: Managing Director
                                      ------------------------------------------


                            COMERICA BANK


                            By:        /s/ Timothy O'Rourke
                                ------------------------------------------------
                                Name:   Timothy O'Rourke
                                       -----------------------------------------
                                Title:  Vice President
                                       -----------------------------------------


                            HARRIS TRUST AND SAVINGS BANK


                            By:        /s/ Joann L. Holman
                                ------------------------------------------------
                                Name:  Joann L. Holman
                                      ------------------------------------------
                                Title: Vice President
                                      ------------------------------------------


                            KEYBANK NATIONAL ASSOCIATION

                            By:        /s/ Robert W. Boswell
                                ------------------------------------------------
                                Name:  Robert W. Boswell
                                      ------------------------------------------
                                Title: Vice President
                                      ------------------------------------------


                            WELLS FARGO BANK, N.A.


                            By:         /s/ Michael V. Hinrichs
                                ------------------------------------------------
                                Name:     Michael V. Hinrichs
                                      ------------------------------------------
                                Title:    Vice President
                                      ------------------------------------------


                            ALLIED IRISH BANKS, P.L.C.


                             By:/s/ Joseph S. Augustini and Roisin O'Connell
                                ------------------------------------------------
                                Name: Joseph S. Augustini and Roisin O'Connell
                                      ------------------------------------------
                                Title:Vice President / Assistant Vice President
                                      ------------------------------------------


                             FIFTH THIRD BANK


                             By:        /s/ Mike Mendenhall
                                ------------------------------------------------
                                Name:  Mike Mendenhall
                                      ------------------------------------------
                                Title: Officer
                                      ------------------------------------------


                              KBC BANK, N.V.


                            By:        /s/ Jean-Pierre Diels
                                ------------------------------------------------
                                Name:  Jean-Pierre Diels
                                      ------------------------------------------
                                Title: First Vice President
                                      ------------------------------------------


                            By:        /s/ William Cavanaugh
                                ------------------------------------------------
                                Name:  William Cavanaugh
                                      ------------------------------------------
                                Title: Vice President
                                      ------------------------------------------




<PAGE>



                            AIB DEBT MANAGEMENT LIMITED


                            By:        /s/ Joseph Augustini
                                ------------------------------------------------
                                Name:  Joseph Augustini
                                      ------------------------------------------
                                Title: Vice President
                                      ------------------------------------------


                            By:        /s/ Roisin O'Connell
                                ------------------------------------------------
                                Name:  Roisin O'Connell
                                      ------------------------------------------
                                Title: Assistant Vice President
                                      ------------------------------------------




<PAGE>



AGREED AND CONSENTED TO:

PiROD, INC.

VALMONT COATINGS, INC.

NEWMARK INTERNATIONAL, INC.


By:    /s/ Terry J. McClain
     ------------------------------------------------
Name:  Terry J. McClain
Title:  Senior Vice President and Chief Financial Officer


Terry J. McClain, as Senior Vice President and Chief Financial Officer of each
of the aforementioned corporations, has executed this Amendment No. 2 to Credit
Agreement intending that all entities set forth above his signature shall be
bound by a single signature as if he had executed separately for each of such
entity.

<PAGE>

                                                                  Execution Copy

                                 AMENDMENT NO. 3


     AMENDMENT  NO. 3 (this  "Amendment"),  dated as of  April 8,  2005,  to the
Credit  Agreement,  dated as of May 4, 2004 and  amended as of May 25,  2004 and
November 1, 2004 (as so amended, the "Credit  Agreement"),  by and among VALMONT
INDUSTRIES,  INC., a Delaware corporation (the "Parent Borrower"), the Qualified
Subsidiaries  of the Parent  Borrower  party  thereto or which from time to time
become party  thereto  (each a  "Subsidiary  Borrower"  and,  collectively,  the
"Subsidiary  Borrowers"),  the  lenders  party  thereto  (each a  "Lender"  and,
collectively,  the "Lenders"),  WACHOVIA  CAPITAL  MARKETS,  LLC, as Syndication
Agent,    LASALLE   BANK    NATIONAL    ASSOCIATION,    COOPERATIEVE    CENTRALE
RAIFFEISEN-BOERENLEENBANK  B.A., "RABOBANK  INTERNATIONAL," NEW YORK BRANCH, and
U.S. BANK NATIONAL  ASSOCIATION,  as  Co-Documentation  Agents,  WACHOVIA  BANK,
NATIONAL  ASSOCIATION,  as an Issuing Bank, and THE BANK OF NEW YORK ("BNY"), as
an  Issuing  Bank,  as swing  line  lender (in such  capacity,  the "Swing  Line
Lender"), and as administrative agent for the Lenders, the Issuing Banks and the
Swing Line Lender (in such capacity, the "Administrative Agent").

                                    RECITALS

     I.  Capitalized  terms used herein which are not otherwise  defined  herein
shall have the respective meanings ascribed thereto in the Credit Agreement.

     II. The Parent  Borrower  has decided to terminate  the Aircraft  Lease and
replace the aircraft which is the subject  thereof (the "Old  Aircraft")  with a
substitute aircraft (the "Replacement Aircraft");

     III.  In  order to  obtain  advantageous  tax  treatment  of the  foregoing
transaction,  the Parent  Borrower  intends to  purchase  the Old  Aircraft  and
exchange it for the  Replacement  Aircraft  in an  arrangement  qualifying  as a
like-kind exchange under Section 1031 of the Code (the "Like-Kind Exchange");

     IV. In order to facilitate the Like-Kind Exchange, title to the Replacement
Aircraft will initially be taken by an Exchange  Accommodation  Titleholder  (as
such term is defined in Section 1031 of the Code),  which is not a Subsidiary of
the Parent Borrower;

     V. The  Parent  Borrower  intends  to  provide  financing  to the  Exchange
Accommodation Titleholder for the purchase of the Replacement Aircraft;

     VI. The Parent  Borrower has requested  that the Lenders (i) consent to its
advancing  of  funds  to the  Exchange  Accommodation  Titleholder  in  order to
facilitate  the  Like-Kind  Exchange  and (ii) permit the  payments  required to
terminate  the Aircraft  Lease and purchase the Old Aircraft and the Lenders are
willing to do so on the terms and conditions hereinafter set forth.

     Accordingly,  in consideration of the Recitals and the terms and conditions
hereinafter  set  forth,  and for other  good and  valuable  consideration,  the
receipt and adequacy of which are hereby acknowledged,  the Parent Borrower, the
Lenders and the Administrative Agent hereby agree as follows:

     1.  Amendment  to  Section  1.1.   Section  1.1  of  the  Credit  Agreement
(Definitions) is hereby amended by adding in appropriate  alphabetical  position
the following new defined terms to read in their entirety as follows:

          "Aircraft Like-Kind Exchange":  the disposition by the Parent Borrower
          of the Old Aircraft and its replacement with the Replacement  Aircraft
          in a Like-Kind  Exchange  pursuant to which:  (i) the Parent  Borrower
          will assign the purchase agreement for the Replacement Aircraft to the
          Exchange  Accommodation  Titleholder,  (ii) the Parent  Borrower  will
          finance the acquisition by the Exchange  Accommodation  Titleholder of
          the  Replacement  Aircraft (the "Aircraft  Loan"),  (iii) the Exchange
          Accommodation Titleholder will purchase the Replacement Aircraft, (iv)
          the Parent  Borrower will purchase the Old Aircraft and transfer it to
          the   Exchange   Accommodation   Titleholder,   (iii)   the   Exchange
          Accommodation  Titleholder  will transfer the Replacement  Aircraft to
          the Parent  Borrower  (or a grantor  trust  established  by the Parent
          Borrower) in exchange for the Old Aircraft and partial cancellation of
          the Aircraft Loan, (iv) the Exchange  Accommodation  Titleholder  will
          sell the Old Aircraft and apply the proceeds of such sale to repay the
          balance of the Aircraft Loan.

          "Exchange Accommodation Titleholder": Western Meadowlark Acquisitions,
          Inc.,  a Delaware  corporation  established  by J.P.  Morgan  Property
          Exchange,   Inc.,  which  will  act  as  the  Exchange   Accommodation
          Titleholder (as defined in Section 1031 of the Code) to facilitate the
          acquisition of the Replacement Aircraft in a Like-Kind Exchange.

          "Like-Kind Exchange": a transaction qualifying as a like-kind exchange
          under Section 1031 of the Code.

          "Old  Aircraft":  the  aircraft  which is the subject of the  Aircraft
          Lease.

          "Replacement Aircraft": a Canadair Challenger 604 aircraft.

     2.  Amendment  to  Section  8.6.   Section  8.6  of  the  Credit  Agreement
(Investments)  is hereby  amended by adding a new clause (j) at the end thereof,
to read in its entirety as follows:

          (j) one or more loans or other advances in an aggregate  amount not to
          exceed  $17,000,000  and  for a term  not to  exceed  185  days to the
          Exchange  Accommodation  Titleholder  for the purpose of financing the
          acquisition of the Replacement Aircraft by the Exchange  Accommodation
          Titleholder as part of the Aircraft Like-Kind Exchange.

     3.  Amendment  to  Section  8.12.  Section  8.12  of the  Credit  Agreement
(Prepayments of Indebtedness)  is hereby amended by restating the  parenthetical
phrase appearing therein to read in its entirety as follows:

          (other than Indebtedness under the Loan Documents,  Indebtedness under
          the  Wachovia  Synthetic  Lease  Arrangement  in effect as of the date
          hereof and  Indebtedness  under the Aircraft Lease in effect as of the
          date hereof)

     4.  Effectiveness.  This Amendment shall become  effective when it has been
executed by the Administrative  Agent and the Administrative  Agent has received
counterparts  hereof executed by the Required Lenders and the Credit Parties set
forth on the signature pages hereto.

     5. Continuing  Validity of Loan  Documents.  The Parent Borrower hereby (a)
reaffirms and admits the validity and  enforceability  of each Loan Document and
all of the  obligations of each Credit Party  thereunder,  (b) agrees and admits
that no Credit Party has any defenses to or offsets  against any such obligation
and (c) certifies that,  immediately after giving effect to this Amendment,  (i)
no  Default  shall  exist and (ii) each of the  representations  and  warranties
contained in each Loan  Document  shall be true and correct with the same effect
as though such representation and warranty had been made on date hereof,  except
to the  extent  such  representation  and  warranty  specifically  relates to an
earlier date,  in which case such  representation  and warranty  shall have been
true and correct on and as of such earlier date.

     6. Limitations.  In all other respects,  the Loan Documents shall remain in
full  force and  effect,  and no  amendment  or waiver in respect of any term or
condition of any Loan Document  shall be deemed (i) to be an amendment or waiver
in respect of any other term or condition contained in any Loan Document or (ii)
to prejudice any right or rights which the Administrative  Agent, the Swing Line
Lender,  the Issuing  Banks,  any Lender or the Parent  Borrower  or  Subsidiary
Borrower may now have or may have in the future under or in connection  with the
Credit Agreement or any of the Loan Documents.

     7.  Counterparts.   This  Amendment  may  be  executed  in  any  number  of
counterparts all of which,  taken together,  shall constitute one agreement.  In
making  proof of this  Amendment,  it shall be  necessary  to  produce  only the
counterpart executed and delivered by the party to be charged.

     8. Governing Law. THIS AMENDMENT IS BEING EXECUTED AND DELIVERED IN, AND IS
INTENDED TO BE PERFORMED  IN, THE STATE OF NEW YORK AND SHALL BE  CONSTRUED  AND
ENFORCEABLE  IN  ACCORDANCE  WITH,  AND BE GOVERNED BY, THE INTERNAL LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.




<PAGE>



     AS  EVIDENCE  of the  agreement  by the  parties  hereto  to the  terms and
conditions  herein  contained,  each such party has caused this  Amendment to be
executed on its behalf.


                            VALMONT INDUSTRIES, INC.


                            By:        /s/ Terry J. McClain
                                ------------------------------------------------
                                Name:  Terry J. McClain
                                Title: Senior Vice President and Chief
                                       Financial Officer


                            THE BANK OF NEW YORK,
                            individually, as an Issuing Bank, as Swing
                            Line Lender and as Administrative Agent


                            By:          /s/ John Paul Marotta
                                ------------------------------------------------
                                Name:    John Paul Marotta
                                       -----------------------------------------
                                Title:   Vice President
                                       -----------------------------------------


                            Consented to and agreed:

                            WACHOVIA BANK, NATIONAL ASSOCIATION,
                            Individually and as Issuing Bank



                            By:          /s/ Nathan R. Rantala
                                ------------------------------------------------
                                Name:    Nathan R. Rantala
                                       -----------------------------------------
                                Title:   Vice President
                                       -----------------------------------------


                            LASALLE BANK NATIONAL ASSOCIATION



                            By:          /s/ David J. Gardner
                                ------------------------------------------------
                                Name:    David J. Gardner
                                       -----------------------------------------
                                Title:   VP
                                       -----------------------------------------


                            COOPERATIEVE CENTRALE
                            RAIFFEISEN - BOERENLEENBANK B.A,
                            "RABOBANK  NEDERLAND",  NEW YORK BRANCH



                            By:          /s/ Eric Hurshman
                                ------------------------------------------------
                                Name:    Eric Hurshman
                                       -----------------------------------------
                                Title:   Managing Director
                                       -----------------------------------------



                            By:          /s/ Brett Delfino
                                ------------------------------------------------
                                Name:    Brett Delfino
                                       -----------------------------------------
                                Title:   Executive Director
                                       -----------------------------------------


                             U.S. BANK NATIONAL ASSOCIATION



                            By:          /s/ Joseph T. Sullivan III
                                ------------------------------------------------
                                Name:    Joseph T. Sullivan III
                                       -----------------------------------------
                                Title:   Vice President
                                       -----------------------------------------


                            BANK OF AMERICA, N.A.



                            By:          /s/ Bill Sweeney
                                ------------------------------------------------
                                Name:    Bill Sweeney
                                       -----------------------------------------
                                Title:   Senior Vice President
                                       -----------------------------------------


                            COMERICA BANK



                            By:          /s/ Timothy O'Rourke
                                ------------------------------------------------
                                Name:    Timothy O'Rourke
                                       -----------------------------------------
                                Title:   Vice President
                                       -----------------------------------------


                            HARRIS TRUST AND SAVINGS BANK



                            By:          /s/ Thomas A. Batterham
                                ------------------------------------------------
                                Name:    Thomas A. Batterham
                                       -----------------------------------------
                                Title:   Managing Director
                                       -----------------------------------------


                            KEYBANK NATIONAL ASSOCIATION



                            By:          /s/ Brendan A. Lawlor
                                ------------------------------------------------
                                Name:    Brendan A. Lawlor
                                       -----------------------------------------
                                Title:   Senior Vice President
                                       -----------------------------------------


                            WELLS FARGO BANK, N.A.



                            By:          /s/ Michael V. Hinrichs
                                ------------------------------------------------
                                Name:    Michael V. Hinrichs
                                       -----------------------------------------
                                Title:   Vice President
                                       -----------------------------------------


                            ALLIED IRISH BANKS, P.L.C.



                            By:
                                ------------------------------------------------
                                Name:
                                       -----------------------------------------
                                Title:
                                       -----------------------------------------


                             FIFTH THIRD BANK



                            By:          /s/ Andrew D. Jones
                                ------------------------------------------------
                                Name:    Andrew D. Jones
                                       -----------------------------------------
                                Title:   Corporate Banking Officer
                                       -----------------------------------------


                            KBC BANK, N.V.



                            By:          /s/ William Cavanaugh
                                ------------------------------------------------
                                Name:    William Cavanaugh
                                       -----------------------------------------
                                Title:   Vice President
                                       -----------------------------------------



                            By:          /s/ Robert Snauffer
                                ------------------------------------------------
                                Name:    Robert Snauffer
                                       -----------------------------------------
                                Title:   First Vice President
                                       -----------------------------------------




<PAGE>



                           AIB DEBT MANAGEMENT LIMITED



                            By:
                                ------------------------------------------------
                                Name:
                                       -----------------------------------------
                                Title:
                                       -----------------------------------------



                            By:
                                ------------------------------------------------
                                Name:
                                       -----------------------------------------
                                Title:
                                       -----------------------------------------




<PAGE>



AGREED AND CONSENTED TO:

PiROD, INC.

VALMONT COATINGS, INC.

NEWMARK INTERNATIONAL, INC.


By:    /s/ Terry J. McClain
     ------------------------------------------------
Name:  Terry J. McClain
Title:  Senior Vice President and Chief Financial Officer


Terry J. McClain, as Senior Vice President and Chief Financial Officer of each
of the aforementioned corporations, has executed this Amendment No. 3 to Credit
Agreement intending that all entities set forth above his signature shall be
bound by a single signature as if he had executed separately for each of such
entity.

<PAGE>

                                                                  Execution Copy

                                 AMENDMENT NO. 4


         AMENDMENT NO. 4 (this "Amendment"), dated as of May 16, 2005, to the
Credit Agreement, dated as of May 4, 2004 and amended as of May 25, 2004,
November 1, 2004 and April 8, 2005 (as so amended, the "Credit Agreement"), by
and among VALMONT INDUSTRIES, INC., a Delaware corporation (the "Parent
Borrower"), the Qualified Subsidiaries of the Parent Borrower party thereto or
which from time to time become party thereto (each a "Subsidiary Borrower" and,
collectively, the "Subsidiary Borrowers"), the lenders party thereto (each a
"Lender" and, collectively, the "Lenders"), WACHOVIA CAPITAL MARKETS, LLC, as
Syndication Agent, LASALLE BANK NATIONAL ASSOCIATION, COOPERATIEVE CENTRALE
RAIFFEISEN-BOERENLEENBANK B.A., "RABOBANK INTERNATIONAL," NEW YORK BRANCH, and
U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agents, WACHOVIA BANK,
NATIONAL ASSOCIATION, as an Issuing Bank, and THE BANK OF NEW YORK ("BNY"), as
an Issuing Bank, as swing line lender (in such capacity, the "Swing Line
Lender"), and as administrative agent for the Lenders, the Issuing Banks and the
Swing Line Lender (in such capacity, the "Administrative Agent").

                                    RECITALS

     I.  Capitalized  terms used herein which are not otherwise  defined  herein
shall have the respective meanings ascribed thereto in the Credit Agreement.

     II. The Parent  Borrower has requested  that the Lenders agree to change in
pricing  under the Credit  Agreement and the Lenders are willing to do so on the
terms and conditions hereinafter set forth.

     Accordingly,  in consideration of the Recitals and the terms and conditions
hereinafter  set  forth,  and for other  good and  valuable  consideration,  the
receipt and adequacy of which are hereby acknowledged,  the Parent Borrower, the
Lenders and the Administrative Agent hereby agree as follows:

     1.   Amendment  to  Section  1.1  Section  1.1  of  the  Credit   Agreement
(Definitions) is hereby amended by

     (i) restating the  definition of "Revolving  Credit  Commitment  Amount" to
read in its entirety as follows:

          "Revolving Credit Commitment  Amount": as of any date and with respect
          to any  Lender,  the amount set forth  adjacent  to its name under the
          heading "Revolving Credit Commitment Amount" in Exhibit A on such date
          or, in the event that such  Lender is not listed in Exhibit A, (i) the
          "Revolving  Credit  Commitment  Amount"  which such Lender  shall have
          assumed  from  another  Lender in  accordance  with Section 11.6 on or
          prior to such date or (ii) the "Revolving  Credit  Commitment  Amount"
          which  such  Lender  shall  have  acquired  pursuant  to  an  Increase
          Supplement  executed pursuant to Section 2.5, in each case as the same
          may be adjusted from time to time pursuant to Sections 2.5 and 11.6.

     (ii)  restating  the  table  set  forth  in  the  definition  of  the  term
"Applicable Margin" to read in its entirety as follows:
<TABLE>
<S>                           <C>                           <C>                    <C>
                              Applicable Eurodollar         Applicable
                              Margin for Revolving Credit   Eurodollar
                              Loans, Core Currency Euro     Margin for Term
    Pricing Level             and Standby LC Margin         Loans                  Trade LC Margin  Facility Fee
    -------------             --------------------          ----------------       ---------------  ------------
    Pricing Level I           0.500%                        0.625%                  0.1875%          0.125%
    Pricing Level II          0.575%                        0.750%                  0.2500%          0.175%
    Pricing Level III         0.675%                        0.875%                  0.3000%          0.200%
    Pricing Level IV          0.875%                        1.125%                  0.3750%          0.250%
    Pricing Level V           1.125%                        1.375%                  0.4500%          0.250%
</TABLE>

     (iii) adding in appropriate alphabetical order the following defined term:

          "Amendment No. 4" means  Amendment No. 4, dated as of May 16, 2005, to
          this Agreement

     2.   Amendment  to  Section  2.5  Section  2.5  of  the  Credit   Agreement
(Termination    or   Reduction   of    Commitments)   is   hereby   amended   by

     (i)  redesignating  such section as "Termination,  Reduction or Increase of
Commitments;"

     (ii)  inserting  therein  new  subsections  (d) and  (e) to  read in  their
entirety as follows:

          (d) Increases in Commitments. Provided that no Default exists or would
     exist  immediately  before  and after  giving  effect  thereto,  the Parent
     Borrower  may at any time and from time to time prior to May 31,  2007,  at
     its sole  cost  and  expense,  request  any one or more of the  Lenders  to
     increase its  Revolving  Credit  Commitment  Amount  (provided,  that,  the
     decision to increase the  Revolving  Credit  Commitment  Amount of a Lender
     shall be within the sole and absolute  discretion of such  Lender),  or any
     other Eligible Assignee reasonably satisfactory to the Administrative Agent
     to provide a new Revolving Credit  Commitment (any Lender so increasing its
     Commitment  pursuant to this Section 2.5(d) and any such Eligible  Assignee
     providing  a new  Revolving  Credit  Commitment  pursuant  to this  Section
     2.5(d), an "Increased Lender").  In the event a Lender or Eligible Assignee
     agrees to become an Increased  Lender,  the Parent Borrower shall submit to
     the Administrative Agent an Increase Supplement in the form of Exhibit A to
     Amendment  No. 4 (an  "Increase  Supplement"),  duly executed by the Parent
     Borrower,  the Guarantors and each such Increased  Lender. If such Increase
     Supplement is in all respects appropriately  completed and executed and all
     of the other  requirements  set forth in Sections  2.5(d) and (e) have been
     satisfied,  the Administrative Agent shall execute such Increase Supplement
     and deliver a copy thereof to the Parent  Borrower and each such  Increased
     Lender and the  Administrative  Agent shall promptly provide notice thereof
     to each Lender.  Upon  execution and delivery of such Increase  Supplement,
     (A) in the case of each  Increased  Lender  that is already a Lender,  such
     Lender's  Revolving  Credit  Commitment shall be increased to the Revolving
     Credit Commitment Amount set forth in such Increase Supplement,  (B) in the
     case of each such Eligible Assignee,  such Eligible Assignee shall become a
     party hereto and shall for all  purposes of the Loan  Documents be deemed a
     "Lender"  with  a  Revolving  Credit   Commitment  in  a  Revolving  Credit
     Commitment Amount set forth in such Increase Supplement, and (C) the Parent
     Borrower  shall  contemporaneously  therewith  execute  and  deliver to the
     Administrative  Agent (x) for each Lender providing an increased  Revolving
     Credit Commitment and requesting a Note pursuant to Section 2.13(d), a Note
     in the  form  of  Exhibit  Q-1 to  this  Agreement  in the  amount  of such
     increased Revolving Credit Commitment Amount and (y) for each such Eligible
     Assignee  providing a new  Commitment  and  requesting  a Note  pursuant to
     Section 2.13(d), a Note in the form of Exhibit Q-1 to this Agreement in the
     amount of its Revolving Credit  Commitment Amount and a Note in the form of
     Exhibit Q-3 to this Agreement ; provided, however, that:

               (i) the Aggregate Revolving Credit Commitment Amount shall not be
          increased on more than two occasions;

               (ii) the sum of both increases shall not exceed $50,000,000 after
          giving  effect  to  all  increases  the  Aggregate   Revolving  Credit
          Commitment Amount shall not exceed $200,000,000;

               (iii)  each such  increase  shall be in an  amount  not less than
          $10,000,000 or an integral multiple of $1,000,000 in excess thereof;

               (iv) each such  Eligible  Assignee  shall have  delivered  to the
          Administrative  Agent and the Parent  Borrower all forms, if any, that
          are  required to be delivered by such  Eligible  Assignee  pursuant to
          Section 3.9(e);

               (v) upon the Administrative  Agent's execution and delivery of an
          Increase Supplement in accordance with the terms hereof, the Revolving
          Credit  Commitment  Amount of each Lender and the Aggregate  Revolving
          Credit  Commitment  Amount shall be automatically  adjusted to include
          the  Revolving  Credit  Commitments  set forth in each  such  Increase
          Supplement; and

               (vi) the  Administrative  Agent  shall  have  received  from each
          Eligible  Assignee  other  than a  Lender a  completed  administrative
          questionnaire  and  other  items as it  shall  reasonably  request  in
          connection with such increase.

          (e)  Adjustments  Upon  Increase.  If Revolving  Credit Loans shall be
     outstanding  immediately  after  giving  effect to an increase  pursuant to
     Section 2.5(d),  upon the Administrative  Agent's execution and delivery of
     an Increase  Supplement  in accordance  with the terms hereof,  each Lender
     shall be deemed  to have sold and  assigned  to each  applicable  Increased
     Lender,  without  recourse,  and each applicable  Increased Lender shall be
     deemed to have  purchased  and assumed  from each Lender the amount of such
     Lender's outstanding Revolving Credit Loans as shall be necessary to result
     (after  giving effect to the  assignments  of all Lenders) in the Revolving
     Credit Loans made by each Lender and by each  Increased  Lender being equal
     to its Revolving Credit Commitment  Percentage  multiplied by the aggregate
     amount of all  Revolving  Credit Loans  outstanding  to the Borrowers as of
     such date. At the direction of the  Administrative  Agent,  each  Increased
     Lender  shall  make  all  payments  to the  Administrative  Agent  and  the
     Administrative  Agent  shall make such  payments  to the  Lenders as may be
     necessary to carry the foregoing  into effect.  The Borrowers  hereby agree
     that any amount that an Increased Lender so pays to another Lender pursuant
     to this  Section  2.5(e)  shall be entitled to all rights of a Lender under
     this Agreement and such payments to the Lenders shall constitute  Revolving
     Credit Loans held by each such  Increased  Lender under this  Agreement and
     that each such  Increased  Lender may, to the fullest  extent  permitted by
     law, exercise all of its rights of payment (including the right of set-off)
     with  respect  to such  amounts  as fully as if such  Increased  Lender had
     initially advanced to a Borrower the amount of such payments. In connection
     with the assignment and acceptance  provided in Sections 2.5(d) and 2.5(e),
     the  Borrowers  hereby  confirm  and agree that each Lender  receiving  any
     payment  pursuant to the provisions of Sections 2.5(d) and 2.5(e) may treat
     the  assignment of Eurodollar  Advances as a prepayment of such  Eurodollar
     Advances for purposes of Section 3.4. Furthermore,  in connection with each
     such assignment and acceptance:

               (i) each Lender: (1) represents and warrants that it is the legal
          and  beneficial  owner of the interest being assigned by it hereunder,
          and that such  interest  is free and clear of any adverse  claim;  (2)
          makes no representation or warranty and assumes no responsibility with
          respect to any statements, warranties or representations made in or in
          connection  with this  Agreement or any other  instrument  or document
          furnished  pursuant  thereto;  and  (3)  makes  no  representation  or
          warranty and assumes no  responsibility  with respect to the financial
          condition of the Borrower or any other  Person or the  performance  or
          observance  by  any  Borrower  or  any  other  Person  of  any  of its
          obligations  under this Agreement or any other  instrument or document
          furnished pursuant hereto;

               (ii) each Increased  Lender:  (1) confirms that it has received a
          copy  of this  Agreement,  together  with  copies  of  such  financial
          statements and such other  documents and  information as it has deemed
          appropriate to make its own credit analysis and decision to enter into
          the Increase  Supplement;  (2) agrees that it will,  independently and
          without reliance upon the Administrative Agent or any Lender and based
          on such documents and information as it shall deem  appropriate at the
          time,  continue  to make its own  credit  decisions  in  taking or not
          taking  action under the Loan  Documents;  (3) confirms  that it is an
          Increased  Lender  permitted  by  this  Agreement;  (4)  appoints  and
          authorizes the  Administrative  Agent to take such action as its agent
          on its behalf and to exercise such powers under this  Agreement as are
          delegated to the  Administrative  Agent by the terms hereof,  together
          with such powers as are reasonably incidental thereto; (5) agrees that
          it will perform in accordance  with their terms all of the obligations
          which by the terms of the Loan  Documents are required to be performed
          by it as a Lender;  (6) specifies as the addresses for its  Applicable
          Lending  Office  for ABR and  Eurodollar  Advances  (and  address  for
          notices)  the  offices  set  forth  beneath  its name on the  Increase
          Supplement it provides in connection  herewith,  (7) agrees to deposit
          with  the   Administrative   Agent  upon  its  request  an  amount  in
          immediately  available  funds  equal  to the  Revolving  Credit  Loans
          assigned  pursuant hereto for  distribution  to the Lenders,  as their
          interests may appear,  in accordance  with Sections 2.5(d) and 2.5(e),
          and (8)  confirms  and agrees that its  payment to the  Administrative
          Agent of the  amounts  required by  Sections  2.5(d) and 2.5(e)  shall
          indicate its  acceptance  of all the terms and  conditions of the Loan
          Documents; and

               (iii) the assignment and acceptance provisions of Sections 2.5(d)
          and 2.5(e)  shall be  effective  upon the later of the  Administrative
          Agent's execution and delivery of an Increase Supplement in accordance
          with the terms hereof and payment by each Lender, Increased Lender and
          the Parent Borrower, as the case may be, of all amounts required to be
          paid pursuant Sections 2.5(d) and 2.5(e). Upon such effectiveness, the
          Administrative  Agent shall make all payments under this Agreement and
          the Note(s) in respect of the interests  assigned  hereby  (including,
          without limitation, all payments of principal,  interest and fees with
          respect  thereto) to the Increased  Lender(s),  as their interests may
          appear.

     3.  Section  11.1 of the Credit  Agreement  (Amendments  and  Waivers)  is,
effective on the date of this Amendment,  hereby amended by restating clause (i)
of subsection (a) thereof to read as follows:

     (i)  increase  the  Revolving  Credit  Commitment  Amount of any Lender or,
except as provided in Sections 2.5(d) and 2.5(e), the Aggregate Revolving Credit
Commitment Amount,".

     4.  Effectiveness.  This Amendment  shall become  effective when (i) it has
been  executed  by the  Administrative  Agent and the  Administrative  Agent has
received  counterparts hereof executed by the Lenders and the Credit Parties set
forth on the signature pages hereto and (ii) the Administrative Agent shall have
received  from the Parent  Borrower,  for the  ratable  benefit  of each  Lender
executing this Amendment, an amendment fee in an amount for each Lender equal to
the product of (1) the sum of (a) the Revolving Credit Commitment Amount of such
Lender  and (b) the  outstanding  principal  amount  of the  Term  Loans of such
Lender, each as of the date of this Amendment, multiplied by (2) 0.050%.

     5. Continuing  Validity of Loan  Documents.  The Parent Borrower hereby (a)
reaffirms and admits the validity and  enforceability  of each Loan Document and
all of the  obligations of each Credit Party  thereunder,  (b) agrees and admits
that no Credit Party has any defenses to or offsets  against any such obligation
and (c) certifies that,  immediately after giving effect to this Amendment,  (i)
no  Default  shall  exist and (ii) each of the  representations  and  warranties
contained in each Loan  Document  shall be true and correct with the same effect
as though such representation and warranty had been made on date hereof,  except
to the  extent  such  representation  and  warranty  specifically  relates to an
earlier date,  in which case such  representation  and warranty  shall have been
true and correct on and as of such earlier date.

     6. Limitations.  In all other respects,  the Loan Documents shall remain in
full  force and  effect,  and no  amendment  or waiver in respect of any term or
condition of any Loan Document  shall be deemed (i) to be an amendment or waiver
in respect of any other term or condition contained in any Loan Document or (ii)
to prejudice any right or rights which the Administrative  Agent, the Swing Line
Lender,  the Issuing  Banks,  any Lender or the Parent  Borrower  or  Subsidiary
Borrower may now have or may have in the future under or in connection  with the
Credit Agreement or any of the Loan Documents.

     7.  Counterparts.   This  Amendment  may  be  executed  in  any  number  of
counterparts all of which,  taken together,  shall constitute one agreement.  In
making  proof of this  Amendment,  it shall be  necessary  to  produce  only the
counterpart executed and delivered by the party to be charged.

     8. Governing Law. THIS AMENDMENT IS BEING EXECUTED AND DELIVERED IN, AND IS
INTENDED TO BE PERFORMED  IN, THE STATE OF NEW YORK AND SHALL BE  CONSTRUED  AND
ENFORCEABLE  IN  ACCORDANCE  WITH,  AND BE GOVERNED BY, THE INTERNAL LAWS OF THE
STATE OF NEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.




<PAGE>



                  AS EVIDENCE of the agreement by the parties hereto to the
terms and conditions herein contained, each such party has caused this Amendment
to be executed on its behalf.


                            VALMONT INDUSTRIES, INC.


                            By:        /s/ Terry J. McClain
                                ------------------------------------------------
                                Name:  Terry J. McClain
                                Title: Senior Vice President and Chief
                                       Financial Officer


                            THE BANK OF NEW YORK,
                            individually, as an Issuing Bank, as Swing
                            Line Lender and as Administrative Agent


                            By:         /s/ John Paul Marotta
                                ------------------------------------------------
                                Name:   John Paul Marotta
                                       -----------------------------------------
                                Title:  Vice President
                                       -----------------------------------------


                            Consented to and agreed:

                            WACHOVIA BANK, NATIONAL ASSOCIATION,
                            Individually and as Issuing Bank


                            By:         /s/ Sarah T. Warren
                                ------------------------------------------------
                                Name:   Sarah T. Warren
                                       -----------------------------------------
                                Title:  Director
                                       -----------------------------------------


                            LASALLE BANK NATIONAL ASSOCIATION


                            By:         /s/ David J. Gardner
                                ------------------------------------------------
                                Name:   David J. Gardner
                                       -----------------------------------------
                                Title:  Vice President
                                       -----------------------------------------


                            COOPERATIEVE CENTRALE
                            RAIFFEISEN - BOERENLEENBANK B.A,
                            "RABOBANK  NEDERLAND",  NEW YORK BRANCH


                            By:         /s/ John L. Church
                                ------------------------------------------------
                                Name:   John L. Church
                                       -----------------------------------------
                                Title:  Executive Director
                                       -----------------------------------------


                            By:         /s/ Brett Delfino
                                ------------------------------------------------
                                Name:   Brett Delfino
                                       -----------------------------------------
                                Title:  Executive Director
                                       -----------------------------------------


                            U.S. BANK NATIONAL ASSOCIATION


                            By:         /s/ Joseph T. Sullivan III
                                ------------------------------------------------
                                Name:   Joseph T. Sullivan III
                                       -----------------------------------------
                                Title:  Vice President
                                       -----------------------------------------


                            BANK OF AMERICA, N.A.


                            By:         /s/ David Catherall
                                ------------------------------------------------
                                Name:   David Catherall
                                       -----------------------------------------
                                Title:  Vice President
                                       -----------------------------------------


                            COMERICA BANK


                            By:         /s/ Timothy O'Rourke
                                ------------------------------------------------
                                Name:   Timothy O'Rourke
                                       -----------------------------------------
                                Title:  Vice President
                                       -----------------------------------------


                            HARRIS TRUST AND SAVINGS BANK


                            By:         /s/ Joann Holman
                                ------------------------------------------------
                                Name:   Joann Holman
                                       -----------------------------------------
                                Title:  Director
                                       -----------------------------------------


                            KEYBANK NATIONAL ASSOCIATION


                            By:         /s/ Brendan A. Lawlor
                                ------------------------------------------------
                                Name:   Brendan A. Lawlor
                                       -----------------------------------------
                                Title:  Senior Vice President
                                       -----------------------------------------


                            WELLS FARGO BANK, N.A.


                            By:         /s/ Michael V. Hinrichs
                                ------------------------------------------------
                                Name:   Michael V. Hinrichs
                                       -----------------------------------------
                                Title:  Vice President
                                       -----------------------------------------


                            ALLIED IRISH BANKS, P.L.C.


                            By:     /s/ Joseph S. Augustini and Roisin O'Connell
                                ------------------------------------------------
                                Name:  Joseph S. Augustini and Roisin O'Connell
                                       -----------------------------------------
                                Title: Vice President / Assistant Vice President
                                       -----------------------------------------


                            FIFTH THIRD BANK


                            By:        /s/ Andrew D. Jones
                                ------------------------------------------------
                                Name:   Andrew D. Jones
                                       -----------------------------------------
                                Title:  Corporate Banking Officer
                                       -----------------------------------------


                            KBC BANK, N.V.


                           By:        /s/ William Cavanaugh
                                ------------------------------------------------
                                Name:   William Cavanaugh
                                       -----------------------------------------
                                Title:  Vice President
                                       -----------------------------------------


                           By:        /s/ Michael Curran
                                ------------------------------------------------
                                Name:   Michael Curran
                                       -----------------------------------------
                                Title:  First Vice President
                                       -----------------------------------------




<PAGE>



                           AIB DEBT MANAGEMENT LIMITED


                           By:        /s/ Joseph Augustini
                                ------------------------------------------------
                                Name:   Joseph Augustini
                                       -----------------------------------------
                                Title:  Vice President
                                       -----------------------------------------


                           By:        /s/ Roisin O'Connell
                                ------------------------------------------------
                                Name:   Roisin O'Connell
                                       -----------------------------------------
                                Title:  Assistant Vice President
                                       -----------------------------------------




<PAGE>



AGREED AND CONSENTED TO:

PiROD, INC.

VALMONT COATINGS, INC.

NEWMARK INTERNATIONAL, INC.


By:    /s/ Terry J. McClain
     ------------------------------------------------
Name:  Terry J. McClain
Title:  Senior Vice President and Chief Financial Officer


Terry J. McClain, as Senior Vice President and Chief Financial Officer of each
of the aforementioned corporations, has executed this Amendment No. 4 to Credit
Agreement intending that all entities set forth above his signature shall be
bound by a single signature as if he had executed separately for each of such
entity.




<PAGE>


                                                                       EXHIBIT A

                           FORM OF INCREASE SUPPLEMENT


     INCREASE  SUPPLEMENT,  dated as of _____________,  to the Credit Agreement,
dated as of May 4, 2004 and amended as of May 25, 2004,  November 1, 2004, April
8, 2005 and May 16, 2005 (as so amended, the "Credit  Agreement"),  by and among
VALMONT INDUSTRIES,  INC., a Delaware  corporation (the "Parent Borrower"),  the
Qualified  Subsidiaries  of the Parent Borrower party thereto or which from time
to time become party thereto (each a "Subsidiary  Borrower"  and,  collectively,
the  "Subsidiary  Borrowers"),  the lenders  party thereto (each a "Lender" and,
collectively,  the "Lenders"),  WACHOVIA  CAPITAL  MARKETS,  LLC, as Syndication
Agent,    LASALLE   BANK    NATIONAL    ASSOCIATION,    COOPERATIEVE    CENTRALE
RAIFFEISEN-BOERENLEENBANK  B.A., "RABOBANK  INTERNATIONAL," NEW YORK BRANCH, and
U.S. BANK NATIONAL  ASSOCIATION,  as  Co-Documentation  Agents,  WACHOVIA  BANK,
NATIONAL  ASSOCIATION,  as an Issuing Bank, and THE BANK OF NEW YORK ("BNY"), as
an  Issuing  Bank,  as swing  line  lender (in such  capacity,  the "Swing  Line
Lender"), and as administrative agent for the Lenders, the Issuing Banks and the
Swing Line Lender (in such capacity,  the "Administrative  Agent").  Capitalized
terms used herein that are not otherwise  defined  herein and are defined in the
Credit Agreement shall have the meanings therein defined.

     Pursuant to  Sections  2.5(d) and (e) of the Credit  Agreement,  the Parent
Borrower  hereby proposes to increase (the  "Increase") the Aggregate  Revolving
Credit Commitment Amount from $__________ to $_________.

     1. Each of the following  Lenders has been invited by the Parent  Borrower,
and is ready,  willing  and able to increase  its  Revolving  Credit  Commitment
Amount as follows:

                                          Revolving Credit Commitment Amount
      Name of Lender                    (after giving effect to the Increase
      --------------                    -------------------------------------

      ------------------                      $----------

      ------------------                      $----------

      ------------------                      $----------

     2. Each of the following  Eligible Assignees has been invited by the Parent
Borrower,  and is ready,  willing  and able to become a  "Lender"  and  assume a
Revolving Credit Commitment under the Credit Agreement as follows:

      Name of Proposed
      Eligible Assignee                   Revolving Credit Commitment Amount

      ------------------                      $----------

      ------------------                      $----------

      ------------------                      $----------

     3. The proposed effective date for the Increase is ___________________.

     4. The Parent Borrower hereby represents and warrants to the Administrative
Agent  and each  Lender  and  each  such  proposed  Eligible  Assignee  that (i)
immediately before and after giving effect to the Increase,  no Default or Event
of Default exists or would exist and each of the  representations and warranties
set forth in the Loan  Documents  is true and correct in all  material  respects
(except to the extent any such  representation or warranty  expressly relates to
an earlier date,  in which case it shall  continue to be true as of such earlier
date) and (ii) immediately  after giving effect thereto (and taking into account
any prior Increases),  the Aggregate Revolving Credit Commitment Amount does not
exceed $200,000,000.

     5.  Pursuant  to  Sections  2.5(d)  and  (e) of the  Credit  Agreement,  by
execution  and  delivery  of  this  Increase   Supplement,   together  with  the
satisfaction of all of the other  requirements set forth in said Sections 2.5(d)
and (e), each undersigned  Lender and proposed Eligible Assignee (i) shall have,
on and as of the effective date of the Increase,  a Revolving Credit  Commitment
in a Revolving Credit Commitment Amount equal to the amount set forth above next
to its name and (ii) in the event it is a proposed Eligible  Assignee,  shall be
and shall be deemed to be a "Lender" under,  and as such term is defined in, the
Credit Agreement.

[THE FOLLOWING IS TO BE ADDED IF THE PROPOSED ELIGIBLE ASSIGNEE IS NOT CURRENTLY
A LENDER]

     6. Each proposed  Eligible  Assignee hereby confirms to and agrees with the
Borrowers, the Administrative Agent and the current Lenders as follows:

          (a)  The   Administrative   Agent  and  the   Lenders   have  made  no
     representation or warranty and shall have no responsibility with respect to
     any statements, warranties or representations made in or in connection with
     the  Credit  Agreement  or the  other  Loan  Documents  or  the  execution,
     legality,    validity,    enforceability,     genuineness,     sufficiency,
     collectibility or value of the Credit Agreement,  the other Loan Documents,
     or any other  instrument  or  document  furnished  pursuant  to the  Credit
     Agreement.

          (b)  The   Administrative   Agent  and  the   Lenders   have  made  no
     representation or warranty and shall have no responsibility with respect to
     the financial condition of the Borrowers and their respective  Subsidiaries
     or any other Person  primarily or  secondarily  liable in respect of any of
     their  obligations  under the  Credit  Agreement  or any of the other  Loan
     Documents,  or the  performance  or  observance  by the Borrowers and their
     respective Subsidiaries or any other Person primarily or secondarily liable
     in respect of their  obligations  under the Credit  Agreement or any of the
     other Loan Documents or any other instrument or document furnished pursuant
     thereto.

          (c) Each proposed  Eligible  Assignee  confirms that it has received a
     copy of the Credit  Agreement and the other Loan  Documents,  together with
     copies of the most recent financial  statements  delivered  pursuant to the
     Credit  Agreement and such other documents and information as it has deemed
     appropriate to make its own credit analysis and decision to enter into this
     Increase Supplement and the documents,  instruments and agreements executed
     pursuant hereto or in connection herewith.

          (d) Each proposed  Eligible  Assignee will,  independently and without
     reliance  upon the other Lenders or the  Administrative  Agent and based on
     such documents and  information  as it shall deem  appropriate at the time,
     continue to make its own credit  decisions  in taking or not taking  action
     under the Credit Agreement.

          (e) Each  proposed  Eligible  Assignee  appoints  and  authorizes  the
     Administrative  Agent to take  such  action as agent on its  behalf  and to
     exercise  such  powers  under  the  Credit  Agreement  and the  other  Loan
     Documents  as  are  delegated  to the  Administrative  Agent  by the  terms
     thereof, together with such powers as are reasonably incidental thereto.

          (f) Each  proposed  Eligible  Assignee  agrees that it will perform in
     accordance with their terms all of the obligations that by the terms of the
     Credit Agreement are required to be performed by it as a Lender.

          (g) Each proposed Eligible Assignee represents and warrants that it is
     legally  authorized  to  enter  into  this  Increase   Supplement  and  the
     documents,  instruments  and  agreements  executed  pursuant  hereto  or in
     connection herewith.

     IN WITNESS WHEREOF, the parties hereto have caused this Increase Supplement
to be duly executed and delivered by their proper and duly  authorized  officers
as of the day and year first above written.



                            VALMONT INDUSTRIES, INC.


                            By:
                                ------------------------------------------------
                                Name:  Terry J. McClain
                                Title: Senior Vice President and Chief
                                       Financial Officer

                            THE BANK OF NEW YORK,
                               as Administrative Agent


                            By:
                                ------------------------------------------------
                                Name:
                                Title:


Commitment:  $___________   [EXISTING LENDER INCREASING ITS
                             COMMITMENT], as a Lender


                            By:
                                ------------------------------------------------
                                Name:
                                Title:


                            Lending Office for Prime Rate and Eurodollar Loans:


                            Address for Notices:


Commitment: $___________    [ELIGIBLE ASSIGNEE], as a Lender


                            By:
                                ------------------------------------------------
                                Name:
                                Title:


                            Lending Office for Prime Rate and Eurodollar Loans:


                            Address for Notices:




<PAGE>



AGREED AND CONSENTED TO:

PiROD, INC.
VALMONT COATINGS, INC.
NEWMARK INTERNATIONAL, INC.


By:
     ------------------------------------------------
Name:  Terry J. McClain
Title: Senior Vice President and Chief Financial Officer

Terry J. McClain, as Senior Vice President and Chief Financial Officer of each
of the aforementioned corporations, has executed this Amendment No. 4 to Credit
Agreement intending that all entities set forth above his signature shall be
bound by a single signature as if he had executed separately for each of such
entity.

</TEXT>
</DOCUMENT>
