NORTHWEST PIPE CO, 10-Q, 1998-05-15

NORTHWEST PIPE CO
10-Q, 1998-05-15
STEEL PIPE & TUBES

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q

--------------------

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________

COMMISSION FILE NUMBER: 0-27140

NORTHWEST PIPE COMPANY
(Exact name of registrant as specified in its charter)

OREGON 93-0557988
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)

12005 N. BURGARD
PORTLAND, OREGON 97203
(Address of principal executive offices and zip code)

503-285-1400
(Registrant's telephone number including area code)

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days: Yes [ X ] No [ ]

COMMON STOCK, PAR VALUE $.01 PER SHARE 6,433,322
(Class) (Shares outstanding at April 30, 1998)

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NORTHWEST PIPE COMPANY
FORM 10-Q
INDEX
<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION Page
----
<S> <C>
Item 1. Financial Statements:

Consolidated Balance Sheets - March 31, 1998
and December 31, 1997 . . . . . . . . . . . . . . . . . . . . . . . . . 2

Consolidated Statements of Income - Three Months Ended
March 31, 1998 and 1997 . . . . . . . . . . . . . . . . . . . . . . . . 3

Consolidated Statements of Cash Flows - Three Months Ended
March 31, 1998 and 1997 . . . . . . . . . . . . . . . . . . . . . . . . 4

Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . 5

Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . . . . . . . . . . 7

Item 3. Quantitative and Qualitative Disclosure About Market Risk. . . . .10

PART II - OTHER INFORMATION

Item 2. Changes in Securities . . . . . . . . . . . . . . . . . . . . . . .11

Item 6. Exhibits and Reports on Form 8-K. . . . . . . . . . . . . . . . . .11

</TABLE>

1
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NORTHWEST PIPE COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands except share and per share amounts)

<TABLE>
<CAPTION>
March 31, December 31,
1998 1997
----------- ------------
ASSETS (Unaudited)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 2,001 $ 904
Trade receivables, less allowance for doubtful
accounts of $1,530 and $1,825 35,199 25,162
Costs and estimated earnings in excess of billings
on uncompleted contracts 17,902 19,914
Inventories 32,780 20,530
Refundable income taxes 3,307 3,307
Deferred income taxes 447 447
Prepaid expenses and other 1,048 1,402
--------- ---------
Total current assets 92,684 71,666

Property and equipment, less accumulated
depreciation of $29,304 and $23,679 73,540 57,447
Restricted assets 2,300 2,300
Goodwill, net 19,297 -
Other assets, net 571 638
--------- ---------
$ 188,392 $ 132,051
--------- ---------
--------- ---------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Note payable to financial institution $ 6,200 $ 7,000
Current portion of long-term debt 250 250
Current portion of capital lease obligations 2,207 2,175
Accounts payable 20,484 8,116
Accrued liabilities 6,076 3,074
--------- ---------
Total current liabilities 35,217 20,615

Long-term debt, less current portion 78,490 38,490
Capital lease obligations, less current portion 1,429 1,454
Minimum pension liability 294 294
Deferred income taxes 438 419
--------- ---------
Total liabilities 115,868 61,272

Stockholders' equity:
Preferred stock, $.01 par value, 10,000,000 shares
authorized, none issued or outstanding - -
Common stock, $.01 par value, 15,000,000 shares authorized,
6,432,035 and 6,411,402 shares issued and outstanding 64 64
Additional paid-in-capital 38,747 38,725
Retained earnings 34,000 32,277
Minimum pension liability (287) (287)
--------- ---------
Total stockholders' equity 72,524 70,779
--------- ---------
$ 188,392 $ 132,051
--------- ---------
--------- ---------
</TABLE>

The accompanying notes are an integral part of these consolidated
financial statements.

2
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NORTHWEST PIPE COMPANY
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
(Unaudited)

Three months ended March 31,
-----------------------------
1998 1997
--------- ---------

<S> <C> <C>
Net sales $ 38,240 $ 37,757
Cost of sales 31,739 30,247
-------- --------
Gross profit 6,501 7,510

Selling, general and administrative expense 3,052 3,140
-------- --------
Income from operations 3,449 4,370

Interest expense 625 289
Interest expense to related parties - 56
-------- --------
Income before income taxes 2,824 4,025

Provision for income taxes 1,101 1,610
-------- --------
Net income $ 1,723 $ 2,415
-------- --------
-------- --------

Basic earnings per share $ 0.27 $ 0.38
-------- --------
-------- --------
Diluted earnings per share $ 0.26 $ 0.37
-------- --------
-------- --------

Shares used in per share calculations:
Basic 6,416 6,399
-------- --------
-------- --------
Diluted 6,631 6,605
-------- --------
-------- --------
</TABLE>

The accompanying notes are an integral part of these consolidated
financial statements.

3
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NORTHWEST PIPE COMPANY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)

Three months ended March 31,
-----------------------------
1998 1997
--------- --------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 1,723 $ 2,415
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Depreciation and amortization 849 662
Provision for doubtful accounts 215 53
Changes in current assets and liabilities, net of acquisitions:
Trade receivables (5,874) (5,471)
Costs and estimated earnings in excess of billings on
uncompleted contracts 2,012 585
Inventories (5,672) (3,603)
Prepaid expenses and other 462 109
Accounts payable 10,336 (789)
Accrued liabilities 1,844 468
-------- --------
Net cash provided by (used in) operating activities 5,895 (5,571)

CASH FLOWS FROM INVESTING ACTIVITIES:
Additions to property and equipment (4,311) (2,287)
Acquisitions, net of cash acquired (39,754) -
Other assets 67 (20)
-------- --------
Net cash used in investing activities (43,998) (2,307)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from the sale of common stock - 11
Payments on long-term debt - (462)
Net proceeds under note payable to financial institution 39,200 8,283
Payments on capital lease obligations - (57)
-------- --------
Net cash provided by financing activities 39,200 7,775
-------- --------

Net (decrease) increase in cash and cash equivalents 1,097 (103)
Cash and cash equivalents, beginning of period 904 4,302
-------- --------
Cash and cash equivalents, end of period $ 2,001 $ 4,199
-------- --------
-------- --------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid during the period for interest $ 204 $ 249

SUPPLEMENTAL DISCLOSURE OF NON-CASH INFORMATION:
Cost in excess of fair value of net assets acquired $ 19,297 -
Fair value of assets acquired 23,646 -
Fair value of liabilities assumed 3,189 -
</TABLE>

The accompanying notes are an integral part of these consolidated
financial statements.

4
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NORTHWEST PIPE COMPANY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

1. BASIS OF PRESENTATION

The accompanying unaudited financial statements as of and for the three month
periods ended March 31, 1998 and 1997 have been prepared in conformity with
generally accepted accounting principles. The financial information as of
December 31, 1997 is derived from the audited financial statements presented in
the Northwest Pipe Company (the "Company") Annual Report on Form 10-K for the
year ended December 31, 1997. Certain information or footnote disclosures
normally included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted, pursuant to the
rules and regulations of the Securities and Exchange Commission. In the opinion
of management, the accompanying financial statements include all adjustments
necessary (which are of a normal and recurring nature) for the fair presentation
of the results of the interim periods presented. The accompanying financial
statements should be read in conjunction with the Company's audited financial
statements for the year ended December 31, 1997, as presented in the Company's
Annual Report on Form 10-K for the year ended December 31, 1997.

Operating results for the three months ended March 31, 1998 are not necessarily
indicative of the results that may be expected for the entire fiscal year ending
December 31, 1998, or any portion thereof.

2. EARNINGS PER SHARE

In February 1997, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings per
Share" ("SFAS 128"), which supersedes APB Opinion No. 15 and specifies the
computation, presentation and disclosure requirements for earnings per share.
The Company adopted the provisions of SFAS 128 for the year ended December 31,
1997, which required the restatement of all previously reported per share
amounts.

Basic earnings per common share is computed using the weighted average number of
shares of common stock outstanding for the period. Diluted earnings per common
share is computed using the weighted average number of shares of common stock
and dilutive common equivalent shares outstanding during the year.

Per Share
Income Shares Amount
-------- ------ ---------
<S> <C> <C> <C>
THREE MONTHS ENDED MARCH 31, 1998
Basic Earnings per Share:
Income available to common shareholders $ 1,723 6,416 $ 0.27
-------
-------
Effect of dilutive securities
Stock options issuable 215
------- -----
Diluted Earnings per Share:
Income available to common shareholders $ 1,723 6,631 $ 0.26
-------- ----- -------
-------- ----- -------
THREE MONTHS ENDED MARCH 31, 1997
Basic Earnings per Share:
Income available to common shareholders $ 2,415 6,399 $ 0.38
-------
-------
Effect of dilutive securities
Stock options issuable 206
------- -----
Diluted Earnings per Share:
Income available to common shareholders $ 2,415 6,605 $ 0.37
-------- ----- -------
-------- ----- -------
</TABLE>

5
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3. INVENTORIES

Inventories are stated at the lower of cost or market. Finished goods are stated
at standard cost which approximates the first-in, first-out method of
accounting. Inventories of steel coil are stated at cost on a specific
identification basis. Inventories of coating and lining materials, as well as
materials and supplies, are stated on an average cost basis.

March 31, December 31,
1998 1997
--------- ------------

<S> <C> <C>
Finished goods $ 11,260 $ 5,854
Raw materials 19,653 12,809
Materials and supplies 1,867 1,867
--------- -----------
$ 32,780 $ 20,530
--------- -----------
--------- -----------
</TABLE>

4. ACQUISITIONS

On March 6, 1998, the Company acquired all of the outstanding capital stock of
Southwestern Pipe, Inc. ("Southwestern") and P&H Tube Corporation ("P&H"), both
Texas corporations. The Company paid a purchase price of $40.1 million in cash,
which is subject to a post-closing adjustment based upon changes in the working
capital from February 28, 1998 to the closing date and the amount of outstanding
indebtedness of the purchased companies at the closing date. The excess of the
acquisition cost over the fair value of the net assets acquired of approximately
$19,297 is being amortized over 40 years, using the straight-line method.

The principal business of both Southwestern and P&H is the manufacture and sale
of structural and mechanical tubing products. Southwestern owns and operates a
manufacturing facility in Houston, Texas. P&H Tube owns and operates a
manufacturing facility in Bossier City, Louisiana. The Company will continue to
operate the acquired plants, equipment and other property for the same purpose,
and will operate each of the companies as separate wholly owned subsidiaries of
the Company.

The accompanying consolidated financial statements include the results of
operations of P&H and Southwestern from the date of acquisition. The
acquisitions were accounted for using the purchase method of accounting. The
purchase price was determined through arms-length negotiations between the
Company and the shareholders of P&H and Southwestern. The Company funded the
purchase price through borrowings under its line of credit agreement.

The following unaudited pro forma information represents the results of
operations of the Company as if the acquisitions had occurred at the beginning
the period presented. Southwestern and P&H became separate operating companies
on May 1, 1997.

(Unaudited)
For the Three Months Ended
March 31, 1998
--------------------------
<S> <C>
Net sales $ 43,349
Net income 1,951
Diluted earnings per share 0.29
</TABLE>

The unaudited pro forma information does not purport to be indicative of the
results which would actually have been obtained had the acquisitions occurred at
the beginning of the period indicated or which may be obtained in the future.

6
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

RESULTS OF OPERATIONS

The following table compares for the periods indicated, certain financial
information regarding costs and expenses expressed as a percentage of total net
sales and net sales of the Company's segments.

Three months ended March 31,
----------------------------
1998 1997
------------- -------------

<S> <C> <C>
Net sales
Water transmission 57.3% 68.2%
Tubular products 42.7 31.8
------------- -------------
Total net sales 100.0 100.0
Cost of sales 83.0 80.1
------------- -------------
Gross profit 17.0 19.9
Selling, general and administrative expenses 8.0 8.3
------------- -------------
Income from operations 9.0 11.6
Interest expense 1.6 0.9
------------- -------------
Income before income taxes 7.4 10.7
Provision for income taxes 2.9 4.3
------------- -------------
Net income 4.5% 6.4%
------------- -------------
------------- -------------

Gross profit as a percentage of segment
net sales:
Water transmission 18.2% 21.1%
Tubular products 15.3 17.3
</TABLE>

FIRST QUARTER 1998 COMPARED TO FIRST QUARTER 1997

SALES. Net sales increased slightly to $38.2 million in the first quarter of
1998, from $37.8 million in the first quarter of 1997. Water transmission sales
decreased 14.9% to $21.9 million in the first quarter of 1998 from $25.8 million
in the first quarter of 1997, primarily as a result of lower bidding activity
which resulted in unfavorable pricing pressures, project delays and delays in
receipt of steel shipments. Tubular products sales increased 36.0% to $16.3
million in the first quarter of 1998 from $12.0 million in the first quarter of
1997. The increase was primarily the result of sales attributable to P&H and
Southwestern, which were acquired in March 1998, and increased demand in certain
product lines. In the first quarter of 1998, no single customer accounted for
10% or more of total net sales. In the first quarter of 1997, sales to two
customers each represented approximately 10% of total net sales.

GROSS PROFIT. Gross profit decreased 13.4% to $6.5 million (17% of total net
sales) in the first quarter of 1998 from $7.5 million (19.9% of total net sales)
in the first quarter of 1997. Water transmission gross profit decreased 25.9% to
$4.0 million (18.2% of segment net sales) in the first quarter of 1998 from $5.4
million (21.1% of segment net sales) in the first quarter of 1997. Water
Transmission gross profit was impacted by lower bidding activity which resulted
in unfavorable pricing pressures. In addition to lower bidding activity, weather
related delays and delays in receipt of steel shipments impacted margins
adversely in the first quarter of 1998. Gross profit from tubular products
increased 20.6% to $2.5 million (15.3% of segment net sales) in the first
quarter of 1998 from $2.1 million (17.3% of segment net sales) in the first
quarter of 1997. The decrease in gross margin was attributable to higher sales
in lower margin product lines.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE. Selling, general and administrative
expenses remained relatively constant at $3.1 million (8.0% of total net sales)
in the first quarter of 1998 compared to $3.1 million (8.3% of total net sales)
in the first quarter of 1997.

7
<PAGE>

INTEREST EXPENSE. Interest expense increased 81.2% to $625,000 in the first
quarter of 1998 from $345,000 in the first quarter of 1997 due to increased
borrowings used to finance the acquisitions made in March 1998 and to finance
working capital due to weather related delays in shipments in the first quarter
of 1998.

INCOME TAXES. The provision for income taxes decreased to $1.1 million in the
first quarter of 1998 from $1.6 million in the first quarter of 1997, based upon
an expected tax rate of approximately 39.0% for 1998.

LIQUIDITY AND CAPITAL RESOURCES

In November 1995, the Company completed an initial public offering of 1.9
million shares of its common stock, which resulted in net proceeds to the
Company of approximately $14.6 million. In November 1996, the Company completed
a public offering of 2.3 million shares of its common stock, 1.1 million shares
by the Company and 1.2 million shares by certain shareholders of the Company,
which resulted in net proceeds to the Company of approximately $15.3 million.
The Company finances operations with internally generated funds and available
borrowings. At March 31, 1998, the Company had cash and cash equivalents of $2.0
million.

Net cash provided by operating activities in the first quarter of 1998 was $5.9
million. This was primarily a net result of $1.7 million of net income, an
increase in accounts payable of $10.3 million, a decrease in costs and estimated
earnings in excess of billings on uncompleted contracts of $2.0 million and
non-cash adjustments for depreciation and amortization of $0.8 million; offset
by increases in trade receivables and inventories of $5.9 million and $5.7
million, respectively. The increases in accounts payable and inventories were
primarily attributable to timing of the receipt of steel purchases and payments.
The increase in trade receivables and reduction in costs and estimated earnings
in excess of billings on uncompleted contracts arose as the Company began
shipping the shipments held up from the latter half of 1997 due to project
delays, inclement weather and other contractor related issues.

Net cash used in investing activities in the first quarter of 1998 was $44.0
million, which primarily resulted from expenditures related to the acquisitions
of Southwestern and P&H in March 1998, and expenditures related to the new
tubular products mill installed in the Company's Portland, Oregon facility,
which was operational late in the first quarter of 1998.

Net cash provided by financing activities was $39.2 million in the first quarter
of 1998, which included the net effect of an additional $40.0 million in
borrowings under the Company's line of credit agreement (which were refinanced
in April 1998 using proceeds received from the sale of the Company's Series A
and Series B Senior Notes).

The Company had four significant components of debt at March 31, 1998: a credit
agreement under which $46.2 million was outstanding ($40.0 million of which was
refinanced in April 1998 using proceeds received from the sale of the Company's
Series A and Series B Senior Notes); $35.0 million of Senior Notes, without
collateral, which bear interest at 6.87%; Industrial Development Bonds in the
aggregate amount of $3.7 million with variable interest rates ranging from 3.55%
to 4.05%; and capital leases aggregating $3.6 million bearing interest at rates
ranging from 3.55% to 11.25%.

On March 6, 1998, the Company amended its line of credit agreement to
temporarily increase the amount available under the line of credit to $55.0
million from $30.0 million. Additionally, at that time, the restriction
associated with the ratio of maximum funded debt to earnings before interest,
taxes, depreciation and amortization ("EBITDA") was adjusted for one year from
3.0:1.0 to 3.25:1.0. The amount available under the line of credit was
subsequently reduced to $30.0 million on April 3, 1998 when the Company received
the net proceeds from the sale of Series A and Series B Senior Notes in the
amount of $40.0 million. The line of credit agreement expires on October 20,
2000 and is without collateral. It bears interest at rates related to IBOR or
LIBOR plus 0.65% to 1.05% (0.75% at March 31, 1998, resulting in interest of
6.41%), or at prime less 0.5% (8.0% at March 31, 1998). At March 31, 1998, the
Company had $46.2 million outstanding under the line of credit with $45 million
bearing interest at a weighted average IBOR interest rate of

8
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6.31% and additional borrowing capacity under the line of credit of $6.9
million. Of the total outstanding under the line of credit agreement at March
31, 1998, $40.0 million was included in long term debt in the accompanying
consolidated balance sheet as proceeds received in April 1998 from the sale of
senior notes were used to retire this amount of borrowings.

In April 1998, the Company issued $40.0 million of senior notes, without
collateral. Proceeds received from the sale of senior notes were used to reduce
amounts outstanding under the Company's line of credit agreement. The notes were
issued in two series: Series A Senior Notes for $10.0 million bearing interest
at 6.63%, which mature on April 1, 2005, with semi-annual interest payments due
in April and October, and equal principal payments commencing on April 1, 1999;
and Series B Senior Notes for $30.0 million bearing interest at 6.91%, which
mature on April 1, 2008, with semi-annual interest payments due in April and
October, and equal principal payments commencing on April 1, 2002.

The Company also has $35.0 million of 6.87% Senior Notes outstanding, without
collateral, which mature on November 15, 2007, and require semi-annual interest
payments in November and May, and equal annual principal payments commencing on
November 15, 2001 and continuing every year thereafter until final maturity.

The Company's working capital requirements have increased due to the increase in
the Company's Water Transmission business which is characterized by lengthy
production periods and extended payment cycles. The Company anticipates that
its existing cash and cash equivalents, cash flows expected to be generated by
operations and amounts available under its line of credit will be adequate to
fund its working capital and capital requirements for at least the next twelve
months.

To the extent necessary, the Company may also satisfy capital requirements
through additional bank borrowings, senior notes and capital leases if such
resources are available on satisfactory terms. The Company has from time to time
evaluated and continues to evaluate opportunities for acquisitions and expansion
and, consistent with this practice, is currently engaged in discussions with
other parties regarding possible acquisitions. Any such transactions, if
consummated, may use a portion of the Company's working capital or necessitate
additional bank borrowings.

ACQUISITIONS AND GOODWILL. On March 6, 1998, the Company acquired all of the
outstanding capital stock of Southwestern and P&H, both Texas corporations. The
Company paid a purchase price of $40.1 million in cash, which is subject to a
post-closing adjustment based upon changes in the working capital from February
28, 1998 to the closing date and the amount of outstanding indebtedness of the
purchased companies at the closing date. The excess of the acquisition cost over
the fair value of the net assets acquired, of approximately $19.3 million, is
being amortized over 40 years, using the straight-line method. (SEE NOTE 4 OF
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.)

RECENT ACCOUNTING PRONOUNCEMENTS. In June 1997, the Financial Accounting
Standards Board ("FASB") issued Statement of Financial Accounting Standards No.
130, "Reporting Comprehensive Income" ("SFAS 130"), which establishes
requirements for disclosure of comprehensive income. The objective of SFAS 130
is to report a measure of all changes in equity that result from transactions
and economic events other than transactions with owners. Comprehensive income is
the total of net income and all other non-owner changes in equity. SFAS 130 is
effective for fiscal years beginning after December 15, 1997. Reclassification
of earlier financial statements for comparative purposes is required.

9
<PAGE>

Also in June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information" ("SFAS 131"). This statement will change
the way public companies report information about segments of their business in
their annual financial statements and requires them to report selected segment
information in their quarterly reports issued to shareholders. It also requires
entity-wide disclosures about the products and services an entity provides, the
material countries in which it holds assets and earns revenues and its major
customers. This statement is effective for fiscal years beginning after December
15, 1997.

In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures about
Pensions and Other Postretirement Benefits" ("SFAS 132"). This statement revises
employers' disclosures about pension and other postretirement benefit plans. It
does not change the measurement or recognition of those plans. The statement
suggests combined formats for presentation of pension and other postretirement
benefit disclosures. This statement is effective for fiscal years beginning
after December 15, 1997.

The Company's management has studied the implications of SFAS 130, SFAS 131 and
SFAS 132, and based on the initial evaluation, expects the adoption to have no
impact on the Company's financial condition or results of operations, but will
require revised disclosures when the respective statements become effective.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Substantially all of the Company's liquid investments are at fixed interest
rates, and therefore the fair value of these investments is affected by changes
in market interest rates. However, substantially all of the Company's liquid
investments mature within one year. As a result, the Company believes that the
market risk arising from its holdings of financial instruments is minimal.

10
<PAGE>

PART II - OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES

During the first quarter of 1998, the Company sold securities without
registration under the Securities Act of 1933, as amended (the "Securities Act")
upon the exercise of certain stock options granted under the Company's stock
option plans. An aggregate of 20,633 shares of Common Stock were issued at
exercise prices ranging from $0.87 to $0.90. These transactions were effected
in reliance upon the exemption from registration under the Securities Act
provided by Rule 701 promulgated by the Securities and Exchange Commission
pursuant to authority granted under Section 3(b) of the Securities Act.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) The exhibits filed as part of this report are listed below:

Exhibit No.
-----------

10.14 Stock Purchase Agreement dated March 6, 1998 by and among
Northwest Pipe Company, Southwestern Pipe, Inc., P&H Tube
Corporation, Lewis Family Investments Partnership, Ltd., Philip
C. Lewis, Hosea E. Henderson, Don S. Brzowski, William H. Cottle,
Barry J. Debroeck, Horace M. Jordan and William B. Stuessy (the
"Stock Purchase Agreement") *
10.15 Fourth Amendment to Loan Agreement dated March 26, 1998 **
10.16 Note Purchase Agreement dated April 1, 1998 (certain schedules
to the Agreement have been omitted)**
27.1 Financial Data Schedule **
27.2 Restated Financial Data Schedule for fiscal year 1996 and
Quarters 2 and 3 of fiscal year 1996 **
27.3 Restated Financial Data Schedule for Quarters 1, 2 and 3 of
fiscal year 1997 **

* Incorporated by reference to Exhibits to the Company's Report on Form
8-K (as filed with the Securities and Exchange Commission on March 20,
1998).

** Filed herewith.

(b) Reports on Form 8-K

A Current Report on Form 8-K was filed with the Securities and Exchange
Commission on March 20, 1998 disclosing the acquisition of Southwestern Pipe,
Inc. and P&H Tube Corporation. No financial statements were filed as part of
this report.

No other reports on Form 8-K were filed during the quarter ended March 31, 1998.

11
<PAGE>

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

Dated: May 15, 1998

NORTHWEST PIPE COMPANY

By: /s/ WILLIAM R. TAGMYER
----------------------
William R. Tagmyer
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)

By: /s/ JOHN D. MURAKAMI
--------------------
John D. Murakami
Vice President, Chief Financial Officer
(Principal Financial Officer)

<PAGE>

FOURTH AMENDMENT TO LOAN AGREEMENT
This amendment to Loan Agreement ("Amendment") is made as of March 26, 1998 by
and among the following parties:
Bank of America National Trust and Savings Association ("Bank of America" and
"Lender")
Bank of America National Trust and Savings Association, in its capacity as Agent
("Agent")
Northwest Pipe Company, an Oregon corporation (a "Borrower")
Thompson Pipe and Steel Company, a Colorado corporation (a "Borrower")
Thompson Steel Pipe Company, a Delaware corporation (a "Borrower")
R E C I T A L S
The Borrowers, the Lender and the Agent are parties to that certain Loan
Agreement dated as of October 20, 1997, as amended by that certain First
Amendment to Loan Agreement dated as of October 20, 1997, and a Second Amendment
to Loan Agreement dated as of November 26, 1997, and a Third Amendment to Loan
Agreement dated as of March 6, 1998 as the same may be amended, modified or
extended from time to time (the "Loan Agreement") and the related Loan Documents
described therein.
The Borrowers have requested that the Lender and Agent decrease the Total
Commitment, and to amend the restrictions contained in Section 6.1 as amended
herein.
NOW, THEREFORE, the parties agree as follows:
A G R E E M E N T
Definitions. Capitalized terms used herein and not otherwise defined shall
have the meaning given in the Loan Agreement.
Amendments to Loan Agreement. The Loan Agreement is amended as follows:
Amendment to Definitions. In Section 1.1, an amendment is made to the
definitions, as follows:
Total Commitment. The definition of "Total Commitment" is amended and restated
to read as follows:
"Total Commitment" means $55,000,000. However, Total Commitment will be reduced
to $30,000,000 on the earlier of April 15, 1998, or the date that any Borrower
receives net proceeds from the currently anticipated private placement of notes
in the amount of at least $30,000,000. Borrowers hereby consent to Bank of
America's sale of up to $10,000,000 of the loans and commitment, without further
consent under Section 11.7 of the Loan Agreement.
Amendments to Section 6.1, Restriction on Borrowings, Capital Leases and
Contract Purchases. Section 6.1 is amended and restated as follows:
Borrowers shall not and shall not permit any Subsidiary to borrow money, enter
into capital leases or enter into contracts to purchase any item on deferred
payments in any fiscal year if the total of such borrowings, leases and
contracts exceeds 3.5% of Borrowers' Tangible Net Worth in existence at the end
of Borrowers' prior fiscal year. This restriction shall not apply to the
issuance by Northwest Pipe Company of up to $75,000,000 in private placement
notes or to the Loans, or the Letters of Credit described in Articles 9 and 10.
(The limitation on the issuance of private placement notes shall apply to the
aggregate of all such notes issued since October 20, 1997.)
No Further Amendment. Except as expressly modified by this Amendment, the Loan
Agreement and the other Loan Documents shall remain unmodified and in full force
and effect and the parties hereby ratify their respective obligations
thereunder. Without limiting the foregoing, the Borrower expressly reaffirms
and ratifies its obligation to pay or reimburse the Agent and the Lender on
request for all reasonable expenses, including legal fees, actually incurred by
the Agent or such Lender in connection with the preparation of this Amendment,
the other Amendment Documents, and the closing of the transactions contemplated
hereby and thereby.
Miscellaneous.
Entire Agreement. This Amendment comprises the entire agreement of the parties
with respect to the subject matter hereof and supersedes all prior oral or
written agreements, representations or commitments.
Counterparts. This Amendment may be executed in any number of counterparts and
by different parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original, and all of which taken together
shall constitute one and the same Amendment.
Governing Law. This Amendment and the other agreements provided for herein and
the rights and obligations of the parties hereto and thereto shall be construed
and interpreted in accordance with the laws of the State of Oregon.

<PAGE>

Certain Agreements Not Enforceable.

UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY THE LENDERS
AFTER OCTOBER 3, 1989, CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE
NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE
BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION, AND BE SIGNED BY
THE LENDERS TO BE ENFORCEABLE.
EXECUTED AND DELIVERED by the duly authorized officers of the
parties as of the date first above written.

BORROWERS: NORTHWEST PIPE COMPANY

By: John Murakami
------------------------------------
Its: Vice President
------------------------------------

Address: 12005 N. Burgard
Portland, OR 97203
Fax No. (503) 240-6615

THOMPSON PIPE AND STEEL COMPANY

By: John Murakami
------------------------------------
Its: Vice President
------------------------------------

Address: 12005 N. Burgard
Portland, OR 97203
Fax No. (503) 240-6615

THOMPSON STEEL PIPE COMPANY

By: John Murakami
------------------------------------
Its: Vice President
------------------------------------

Address: 12005 N. Burgard
Portland, OR 97203
Fax No. (503) 240-6615

<PAGE>

LENDER: BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION

By: Douglas Bowlsby
------------------------------------
Its: Vice President
------------------------------------

Address: Commercial Banking
121 S.W. Morrison Street
Suite 1700
Portland, OR 97204
Fax No. (503) 275-1391
Attn: Robert L. Countryman

AGENT: BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION

By: Dora A. Brown
------------------------------------
Its: Vice President
------------------------------------

Address: Agency Services
701 Fifth Avenue, Floor 16
Seattle, WA 98104
Fax No. (206) 358-0971
Attn: Dora A. Brown

<PAGE>

CONFORMED COPY

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

NORTHWEST PIPE COMPANY

$10,000,000 Principal Amount
6.63% Series A Senior Notes
Due April 1, 2005

$30,000,000 Principal Amount
6.91% Series B Senior Notes
Due April 1, 2008

----------

NOTE PURCHASE AGREEMENT

----------

Dated as of April 1, 1998

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
Series A PPN 667746 A@ 0
Series B PPN 667746 A# 8

<PAGE>

CONFORMED COPY

TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION
PAGE
<S> <C>
1. AUTHORIZATION OF NOTES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

2. SALE AND PURCHASE OF NOTES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1

3. CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

4. CONDITIONS TO CLOSING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
4.1. Representations and Warranties. . . . . . . . . . . . . . . . . . . . . 2
4.2. Performance; No Default . . . . . . . . . . . . . . . . . . . . . . . . 2
4.3. Compliance Certificates . . . . . . . . . . . . . . . . . . . . . . . . 2
4.4. Opinions of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.5. Purchase Permitted By Applicable Law, etc . . . . . . . . . . . . . . . 3
4.6. Sale of Other Notes . . . . . . . . . . . . . . . . . . . . . . . . . . 3
4.7. Payment of Special Counsel Fees . . . . . . . . . . . . . . . . . . . . 3
4.8. Private Placement Number. . . . . . . . . . . . . . . . . . . . . . . . 3
4.9. Changes in Corporate Structure. . . . . . . . . . . . . . . . . . . . . 4
4.10. Proceedings and Documents . . . . . . . . . . . . . . . . . . . . . . . 4

5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY . . . . . . . . . . . . . . . . . . . 4
5.1. Organization; Power and Authority . . . . . . . . . . . . . . . . . . . 4
5.2. Authorization, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
5.3. Disclosure. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates. . . . 5
5.5. Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . 6
5.6. Compliance with Laws, Other Instruments, etc. . . . . . . . . . . . . . 6
5.7. Governmental Authorizations, etc. . . . . . . . . . . . . . . . . . . . 6
5.8. Litigation; Observance of Agreements, Statutes and Orders . . . . . . . 6
5.9. Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
5.10. Title to Property; Leases . . . . . . . . . . . . . . . . . . . . . . . 7
5.11. Licenses, Permits, etc. . . . . . . . . . . . . . . . . . . . . . . . . 7
5.12. Compliance with ERISA . . . . . . . . . . . . . . . . . . . . . . . . . 8
5.13. Private Offering by the Company . . . . . . . . . . . . . . . . . . . . 9
5.14. Use of Proceeds; Margin Regulations . . . . . . . . . . . . . . . . . . 9
5.15. Existing Indebtedness; Future Liens . . . . . . . . . . . . . . . . . . 9
5.16. Foreign Assets Control Regulations, etc . . . . . . . . . . . . . . . .10
5.17. Status under Certain Statutes . . . . . . . . . . . . . . . . . . . . .10
5.18. Environmental Matters . . . . . . . . . . . . . . . . . . . . . . . . .10

6. REPRESENTATIONS OF THE PURCHASER. . . . . . . . . . . . . . . . . . . . . . . . . .11
6.1. Purchase for Investment . . . . . . . . . . . . . . . . . . . . . . . . .11

<PAGE>

6.2. Source of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . .11

7. INFORMATION AS TO COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . .12
7.1. Financial and Business Information. . . . . . . . . . . . . . . . . . .12
7.2. Officer's Certificate . . . . . . . . . . . . . . . . . . . . . . . . .15
7.3. Inspection. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .15

8. PREPAYMENT OF THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .16
8.1. Required Prepayments. . . . . . . . . . . . . . . . . . . . . . . . . .16
8.2. Optional Prepayments with Make-Whole Amount . . . . . . . . . . . . . .16
8.3. Allocation of Partial Prepayments . . . . . . . . . . . . . . . . . . .17
8.4. Maturity; Surrender, etc. . . . . . . . . . . . . . . . . . . . . . . .17
8.5. Purchase of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . .17
8.6. Make-Whole Amount . . . . . . . . . . . . . . . . . . . . . . . . . . .17

9. AFFIRMATIVE COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
9.1. Compliance with Law . . . . . . . . . . . . . . . . . . . . . . . . . .19
9.2. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .19
9.3. Maintenance of Properties . . . . . . . . . . . . . . . . . . . . . . .19
9.4. Payment of Taxes and Claims . . . . . . . . . . . . . . . . . . . . . .19
9.5. Corporate Existence, etc. . . . . . . . . . . . . . . . . . . . . . . .20

10. NEGATIVE COVENANTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .20
10.1. Consolidated Indebtedness; Indebtedness of Restricted Subsidiaries . .20
10.2. Consolidated Net Worth. . . . . . . . . . . . . . . . . . . . . . . . .21
10.3. Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .21
10.4. Sale of Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . .22
10.5. Merger, Consolidation, etc. . . . . . . . . . . . . . . . . . . . . . .23
10.6. Disposition of Stock of Restricted Subsidiaries.. . . . . . . . . . . .24
10.7. Transactions with Affiliates. . . . . . . . . . . . . . . . . . . . . .24
10.8. Designation of Unrestricted Subsidiaries. . . . . . . . . . . . . . . .25
10.9. Nature of Business. . . . . . . . . . . . . . . . . . . . . . . . . . .25

11. EVENTS OF DEFAULT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25

12. REMEDIES ON DEFAULT, ETC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27
12.1. Acceleration . . . . . . . . . . . . . . . . . . . . . . . . . . . . .27
12.2. Other Remedies. . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
12.3. Rescission. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28
12.4. No Waivers or Election of Remedies, Expenses, etc . . . . . . . . . . .28

13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES . . . . . . . . . . . . . . . . . . .29
13.1. Registration of Notes . . . . . . . . . . . . . . . . . . . . . . . . .29
13.2. Transfer and Exchange of Notes. . . . . . . . . . . . . . . . . . . . .29
13.3. Replacement of Notes. . . . . . . . . . . . . . . . . . . . . . . . . .29

14. PAYMENTS ON NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .30
14.1. Place of Payment . . . . . . . . . . . . . . . . . . . . . . . . . .30

<PAGE>

14.2. Home Office Payment . . . . . . . . . . . . . . . . . . . . . . . . . .30

15. EXPENSES, ETC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31
15.1. Transaction Expenses . . . . . . . . . . . . . . . . . . . . . . . . .31
15.2. Survival. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31

16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT. . . . . . . . . . . .31

17. AMENDMENT AND WAIVER. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31
17.1. Requirements . . . . . . . . . . . . . . . . . . . . . . . . . . . . .31
17.2. Solicitation of Holders of Notes. . . . . . . . . . . . . . . . . . . .32
17.3. Binding Effect, etc . . . . . . . . . . . . . . . . . . . . . . . . . .32
17.4. Notes held by Company, etc. . . . . . . . . . . . . . . . . . . . . . .33

18. NOTICES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33

19. REPRODUCTION OF DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .33

20. CONFIDENTIAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .34

21. SUBSTITUTION OF PURCHASER . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35

22. MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35

22.1. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . .35
22.2. Payments Due on Non-Business Days . . . . . . . . . . . . . . . . . . .35
22.3. Severability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35
22.4. Construction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .35
22.5. Counterparts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36
22.6. Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . .36

SCHEDULE A -- Information Relating to Purchasers

SCHEDULE B -- Defined Terms

SCHEDULE B-1 -- Existing Investments

SCHEDULE 4.9 -- Changes in Corporate Structure

SCHEDULE 5.3 -- Disclosure Materials

SCHEDULE 5.4 -- Organization and Ownership of Shares of
Subsidiaries; Affiliates

SCHEDULE 5.5 -- Financial Statements

SCHEDULE 5.8 -- Litigation

iii

<PAGE>

SCHEDULE 5.11 -- Licenses, Permits, etc.

SCHEDULE 5.12 -- Compliance with ERISA

SCHEDULE 5.14 -- Use of Proceeds

SCHEDULE 5.15 -- Existing Indebtedness; Future Liens

SCHEDULE 10.3 -- Liens

EXHIBIT 1(a) -- Form of 6.63% Senior Note

EXHIBIT 1(b) -- Form of 6.91% Senior Note

EXHIBIT 4.4(a) -- Form of Opinion of Counsel for the Company

EXHIBIT 4.4(b) -- Form of Opinion of Special Counsel for the Purchasers
</TABLE>

<PAGE>

CONFORMED COPY

NORTHWEST PIPE COMPANY
12005 N. Burgard
Portland, Oregon 97203-0149
(503) 285-1400

6.63% Series A Senior Notes due April 1, 2005
6.91% Series B Senior Notes due April 1, 2008

As of April 1, 1998

TO EACH OF THE PURCHASERS LISTED IN
THE ATTACHED SCHEDULE A:

Ladies and Gentlemen:

Northwest Pipe Company, an Oregon corporation (the "Company"), agrees
with you as follows:

1. AUTHORIZATION OF NOTES.

The Company has authorized the issue and sale of $10,000,000 aggregate
principal amount of its 6.63% Series A Senior Notes due April 1, 2005 (the
"Series A Notes") and $30,000,000 aggregate principal amount of its 6.91% Series
B Senior Notes due April 1, 2008 (the "Series B Notes" and, together with the
Series A Notes, the "Notes", such term to include any such notes issued in
substitution therefor pursuant to Section 13 of this Agreement). The Notes shall
be substantially in the form set out in Exhibit 1(a) or 1(b), as appropriate,
with such changes therefrom, if any, as may be approved by you and the Company.
Certain capitalized terms used in this Agreement are defined in Schedule B;
references to a "Schedule" or an "Exhibit" are, unless otherwise specified, to a
Schedule or an Exhibit attached to this Agreement. You and the other purchasers
are sometimes referred to herein individually as a "Purchaser" and collectively
as the "Purchasers."

2. SALE AND PURCHASE OF NOTES.

Subject to the terms and conditions of this Agreement, the Company
will issue and sell to you and you will purchase from the Company, at the
Closing provided for in Section 3, Notes of the series and in the principal
amount specified opposite your name in Schedule A at the purchase price of 100%
of the principal amount thereof. Your obligation hereunder and the obligations
of the other Purchasers hereunder are several and not joint obligations and you
shall have no obligation and no liability to any Person for the performance or
non-performance by any other Purchaser hereunder.

<PAGE>

3. CLOSING.

The sale and purchase of the Notes to be purchased by you and the
other Purchasers shall occur at the offices of Gardner, Carton & Douglas, Quaker
Tower, Suite 3400, 321 North Clark Street, Chicago, Illinois 60610 at 9:00 a.m.,
Chicago time, at a closing (the "Closing") on April 2, 1998 or on such other
Business Day thereafter on or prior to April 10, 1998 as may be agreed upon by
the Company and the Purchasers. At the Closing the Company will deliver to you
the Notes to be purchased by you in the form of a single Note (or such greater
number of Notes in denominations of at least $500,000 as you may request) dated
the date of the Closing and registered in your name (or in the name of your
nominee), against delivery by you to the Company or its order of immediately
available funds in the amount of the purchase price therefor by wire transfer of
immediately available funds for the account of the Company to account number
2801200849 at Bank of America, 1001 SW Fifth Avenue, P.O. Box 3066, Unit 2092,
Portland, Oregon 97208, ABA Number 323070380. If at the Closing the Company
shall fail to tender such Notes to you as provided above in this Section 3, or
any of the conditions specified in Section 4 shall not have been fulfilled to
your satisfaction, you shall, at your election, be relieved of all further
obligations under this Agreement, without thereby waiving any rights you may
have by reason of such failure or such nonfulfillment.

4. CONDITIONS TO CLOSING.

Your obligation to purchase and pay for the Notes to be sold to you at
the Closing is subject to the fulfillment to your satisfaction, prior to or at
the Closing, of the following conditions:

4.1 REPRESENTATIONS AND WARRANTIES.

The representations and warranties of the Company in this Agreement
shall be correct when made and at the time of the Closing.

4.2 PERFORMANCE; NO DEFAULT.

The Company shall have performed and complied with all agreements and
conditions contained in this Agreement required to be performed or complied with
by it prior to or at the Closing and after giving effect to the issue and sale
of the Notes (and the application of the proceeds thereof as contemplated by
Schedule 5.14) no Default or Event of Default shall have occurred and be
continuing. Neither the Company nor any Subsidiary shall have entered into any
transaction since the date of the Memorandum that would have been prohibited by
this Agreement had it applied since such date.

<PAGE>

4.3. COMPLIANCE CERTIFICATES.

(a) OFFICER'S CERTIFICATE. The Company shall have delivered to
you an Officer's Certificate, dated the date of the Closing, certifying
that the conditions specified in Sections 4.1, 4.2 and 4.9 have been
fulfilled.

(b) SECRETARY'S CERTIFICATE. The Company shall have delivered to
you a certificate certifying as to the resolutions attached thereto and
other corporate proceedings relating to the authorization, execution and
delivery of the Notes and the Agreements.

4.4. OPINIONS OF COUNSEL.

You shall have received opinions in form and substance satisfactory
to you, dated the date of the Closing (a) from Ater Wynne Hewitt Dodson &
Skerritt, LLP, counsel for the Company, covering the matters set forth in
Exhibit 4.4(a) and covering such other matters incident to the transactions
contemplated hereby as you or your counsel may reasonably request (and the
Company hereby instructs its counsel to deliver such opinion to you) and (b)
from Gardner, Carton & Douglas, your special counsel in connection with such
transactions, substantially in the form set forth in Exhibit 4.4(b) and
covering such other matters incident to such transactions as you may
reasonably request.

4.5. PURCHASE PERMITTED BY APPLICABLE LAW, ETC.

On the date of the Closing your purchase of Notes shall (i) be
permitted by the laws and regulations of each jurisdiction to which you are
subject, without recourse to provisions (such as Section 1405(a)(8) of the
New York Insurance Law) permitting limited investments by insurance companies
without restriction as to the character of the particular investment,
(ii) not violate any applicable law or regulation (including, without
limitation, Regulation G, T or X of the Board of Governors of the Federal
Reserve System) and (iii) not subject you to any tax, penalty or liability
under or pursuant to any applicable law or regulation, which law or
regulation was not in effect on the date hereof. If requested by you, you
shall have received an Officer's Certificate certifying as to such matters of
fact as you may reasonably specify to enable you to determine whether such
purchase is so permitted.

4.6 SALE OF OTHER NOTES.

Contemporaneously with the Closing the Company shall sell to the
other Purchasers and the other Purchasers shall purchase the Notes to be
purchased by them at the Closing as specified in Schedule A.

<PAGE>

4.7. PAYMENT OF SPECIAL COUNSEL FEES.

Without limiting the provisions of Section 15.1, the Company shall
have paid on or before the Closing the fees, charges and disbursements of
your special counsel referred to in Section 4.4 to the extent reflected in a
statement of such counsel rendered to the Company at least one Business Day
prior to the Closing.

4.8. PRIVATE PLACEMENT NUMBER.

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
each series of the Notes by Gardner, Carton & Douglas.

4.9. CHANGES IN CORPORATE STRUCTURE.

Except as specified in Schedule 4.9, the Company shall not have
changed its jurisdiction of incorporation or been a party to any merger or
consolidation and shall not have succeeded to all or any substantial part of
the liabilities of any other entity, at any time following the date of the
most recent financial statements referred to in Schedule 5.5.

4.10. PROCEEDINGS AND DOCUMENTS.

All corporate and other proceedings in connection with the
transactions contemplated by this Agreement and all documents and instruments
incident to such transactions shall be satisfactory to you and your special
counsel, and you and your special counsel shall have received all such
counterpart originals or certified or other copies of such documents as you
or they may reasonably request.

5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

The Company represents and warrants to you that:

5.1. ORGANIZATION; POWER AND AUTHORITY.

The Company is a corporation duly organized, validly existing and in
good standing under the laws of its jurisdiction of incorporation, and is duly
qualified as a foreign corporation and is in good standing in each jurisdiction
in which such qualification is required by law, other than those jurisdictions
as to which the failure to be so qualified or in good standing could not,
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect. The Company has the corporate power and authority to own or
hold under lease the properties it purports to own or hold under lease, to
transact the business it transacts and proposes to transact, to execute and
deliver this Agreement and the Notes and to perform the provisions hereof and
thereof.

<PAGE>

5.2. AUTHORIZATION, ETC.

This Agreement and the Notes have been duly authorized by all
necessary corporate action on the part of the Company, and this Agreement
constitutes, and upon execution and delivery thereof each Note will constitute,
a legal, valid and binding obligation of the Company enforceable against the
Company in accordance with its terms, except as such enforceability may be
limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or
other similar laws affecting the enforcement of creditors' rights generally and
(ii) general principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law).

5.3. DISCLOSURE.

The Company, through its agent, BancAmerica Robertson Stephens, has
delivered to you and each other Purchaser a copy of a Private Placement
Memorandum, dated March 1998 (the "Memorandum"), relating to the transactions
contemplated hereby. The Memorandum fairly describes, in all material respects,
the general nature of the business and principal properties of the Company and
its Subsidiaries. Except as disclosed in Schedule 5.3, this Agreement, the
Memorandum, the documents, certificates or other writings delivered to you by or
on behalf of the Company in connection with the transactions contemplated hereby
and the financial statements listed in Schedule 5.5, taken as a whole, do not
contain any untrue statement of a material fact or omit to state any material
fact necessary to make the statements therein not misleading in light of the
circumstances under which they were made. Except as disclosed in the Memorandum
or as expressly described in Schedule 5.3, or in one of the documents,
certificates or other writings identified therein, or in the financial
statements listed in Schedule 5.5, since December 31, 1997, there has been no
change in the financial condition, operations, business, properties or prospects
of the Company or any Subsidiary except changes that individually or in the
aggregate could not reasonably be expected to have a Material Adverse Effect.
There is no fact known to the Company that could reasonably be expected to have
a Material Adverse Effect that has not been set forth herein or in the
Memorandum or in the other documents, certificates and other writings delivered
to you by or on behalf of the Company specifically for use in connection with
the transactions contemplated hereby.

5.4. ORGANIZATION AND OWNERSHIP OF SHARES OF SUBSIDIARIES; AFFILIATES.

(a) Schedule 5.4 contains (except as noted therein) complete and
correct lists (i) of the Company's Subsidiaries, showing, as to each
Subsidiary, the correct name thereof, the jurisdiction of its organization,
the percentage of shares of each class of its capital stock or similar
equity interests outstanding owned by the Company and each other Subsidiary
and whether such Subsidiary is a Restricted Subsidiary, (ii) of the
Company's Affiliates, other than Subsidiaries, and (iii) of the Company's
directors and senior officers.

(b) All of the outstanding shares of capital stock or similar equity
interests of each Subsidiary shown in Schedule 5.4 as being owned by the
Company and its

<PAGE>

Subsidiaries have been validly issued, are fully paid and
nonassessable and are owned by the Company or another Subsidiary free and
clear of any Lien (except as otherwise disclosed in Schedule 5.4).

(c) Each Subsidiary identified in Schedule 5.4 is a corporation or
other legal entity duly organized, validly existing and in good standing
under the laws of its jurisdiction of organization, and is duly qualified
as a foreign corporation or other legal entity and is in good standing in
each jurisdiction in which such qualification is required by law, other
than those jurisdictions as to which the failure to be so qualified or in
good standing could not, individually or in the aggregate, reasonably be
expected to have a Material Adverse Effect. Each such Subsidiary has the
corporate or other power and authority to own or hold under lease the
properties it purports to own or hold under lease and to transact the
business it transacts and proposes to transact.

(d) No Subsidiary is a party to, or otherwise subject to any legal
restriction or any agreement (other than this Agreement, the agreements
listed on Schedule 5.4 and customary limitations imposed by corporate law
statutes) restricting the ability of such Subsidiary to pay dividends out
of profits or make any other similar distributions of profits to the
Company or any of its Subsidiaries that owns outstanding shares of capital
stock or similar equity interests of such Subsidiary.

5.5. FINANCIAL STATEMENTS.

The Company has delivered to each Purchaser copies of the financial
statements of the Company and its Subsidiaries listed on Schedule 5.5. All
of said financial statements (including in each case the related schedules
and notes) fairly present in all material respects the consolidated financial
position of the Company and its Subsidiaries as of the respective dates
specified in such Schedule and the consolidated results of their operations
and cash flows for the respective periods so specified and have been prepared
in accordance with GAAP consistently applied throughout the periods involved
except as set forth in the notes thereto (subject, in the case of any interim
financial statements, to normal year-end adjustments).

<PAGE>

5.6. COMPLIANCE WITH LAWS, OTHER INSTRUMENTS, ETC.

The execution, delivery and performance by the Company of this
Agreement and the Notes will not (i) contravene, result in any breach of, or
constitute a default under, or result in the creation of any Lien in respect
of any property of the Company or any Subsidiary under, any indenture,
mortgage, deed of trust, loan, purchase or credit agreement, lease, corporate
charter or by-laws, or any other agreement or instrument to which the Company
or any Subsidiary is bound or by which the Company or any Subsidiary or any
of their respective properties may be bound or affected, (ii) conflict with
or result in a breach of any of the terms, conditions or provisions of any
order, judgment, decree, or ruling of any court, arbitrator or Governmental
Authority applicable to the Company or any Subsidiary or (iii) violate any
provision of any statute or other rule or regulation of any Governmental
Authority applicable to the Company or any Subsidiary.

5.7. GOVERNMENTAL AUTHORIZATIONS, ETC.

No consent, approval or authorization of, or registration, filing or
declaration with, any Governmental Authority is required in connection with the
execution, delivery or performance by the Company of this Agreement or the
Notes.

5.8. LITIGATION: OBSERVANCE OF AGREEMENTS, STATUTES AND ORDERS.

(a) Except as disclosed in Schedule 5.8, there are no actions, suits
or proceedings pending or, to the knowledge of the Company, threatened
against or affecting the Company or any Subsidiary or any property of the
Company or any Subsidiary in any court or before any arbitrator of any kind
or before or by any Governmental Authority that, individually or in the
aggregate, could reasonably be expected to have a Material Adverse Effect.

(b) Neither the Company nor any Subsidiary is in default under any
term of any agreement or instrument to which it is a party or by which it
is bound, or any order, judgment, decree or ruling of any court, arbitrator
or Governmental Authority or is in violation of any applicable law,
ordinance, rule or regulation (including without limitation Environmental
Laws) of any Governmental Authority, which default or violation,
individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect.

<PAGE>

5.9. TAXES.

The Company and its Subsidiaries have filed all tax returns that are
required to have been filed in any jurisdiction, and have paid all taxes shown
to be due and payable on such returns and all other taxes and assessments levied
upon them or their properties, assets, income or franchises, to the extent such
taxes and assessments have become due and payable and before they have become
delinquent, except for any taxes and assessments (i) the amount of which is not
individually or in the aggregate Material or (ii) the amount, applicability or
validity of which is currently being contested in good faith by appropriate
proceedings and with respect to which the Company or a Subsidiary, as the case
may be, has established adequate reserves in accordance with GAAP. The Company
knows of no basis for any other tax or assessment that could reasonably be
expected to have a Material Adverse Effect. The charges, accruals and reserves
on the books of the Company and its Subsidiaries in respect of Federal, state or
other taxes for all fiscal periods are adequate. The Federal income tax
liabilities of the Company and its Subsidiaries have been determined by the
Internal Revenue Service and paid for all fiscal years up to and including the
fiscal year ended December 31, 1996.

5.10. TITLE TO PROPERTY; LEASES.

The Company and its Subsidiaries have good and sufficient title to
their respective properties that individually or in the aggregate are Material,
including all such properties reflected in the most recent audited balance sheet
referred to in Section 5.5 or purported to have been acquired by the Company or
any Subsidiary after said date (except as sold or otherwise disposed of in the
ordinary course of business), in each case free and clear of Liens prohibited by
this Agreement. All leases that individually or in the aggregate are Material
are valid and subsisting and are in full force and effect in all material
respects.

5.11. LICENSES, PERMITS, ETC.

Except as disclosed in Schedule 5.11,

(a) the Company and its Subsidiaries own or possess all licenses,
permits, franchises, authorizations, patents, copyrights, service marks,
trademarks and trade names, or rights thereto, that individually or in
the aggregate are Material, without known conflict with the rights of
others;

(b) to the best knowledge of the Company, no product of the Company
infringes in any material respect any license, permit, franchise,
authorization, patent, copyright, service mark, trademark, trade name or
other right owned by any other Person; and

(c) to the best knowledge of the Company, there is no Material
violation by any Person of any right of the Company or any of its
Subsidiaries with respect to any patent, copyright, service mark,
trademark, trade name or other right owned or used by

<PAGE>

the Company or any of its Subsidiaries.

5.12 COMPLIANCE WITH ERISA.

(a) The Company and each ERISA Affiliate have operated and
administered each Plan in compliance with all applicable laws except
for such instances of noncompliance as have not resulted in and could
not reasonably be expected to result in a Material Adverse Effect.
Neither the Company nor any ERISA Affiliate has incurred any liability
pursuant to Title I or IV of ERISA or the penalty or excise tax
provisions of the Code relating to employee benefit plans (as defined
in Section 3 of ERISA), and no event, transaction or condition has
occurred or exists that could reasonably be expected to result in the
incurrence of any such liability by the Company or any ERISA
Affiliate, or in the imposition of any Lien on any of the rights,
properties or assets of the Company or any ERISA Affiliate, in either
case pursuant to Title I or IV of ERISA or to such penalty or excise
tax provisions or to Section 401(a)(29) or 412 of the Code, other than
such liabilities or Liens as would not be individually or in the
aggregate Material.

(b) Except as described in Schedule 5.12, the present value of
the aggregate benefit liabilities under each of the Plans (other than
Multiemployer Plans), determined as of the end of such Plan's most
recently ended plan year on the basis of the actuarial assumptions
specified for funding purposes in such Plan's most recent actuarial
valuation report, did not exceed the aggregate current value of the
assets of such Plan allocable to such benefit liabilities. The term
"benefit liabilities" has the meaning specified in section 4001 of
ERISA and the terms "current value" and "present value" have the
meaning specified in section 3 of ERISA.

(c) The Company and its ERISA Affiliates have not incurred
withdrawal liabilities (and are not subject to contingent withdrawal
liabilities) under section 4201 or 4204 of ERISA in respect of
Multiemployer Plans that individually or in the aggregate are Material.

(d) The expected postretirement benefit obligation (determined
as of the last day of the Company's most recently ended fiscal year in
accordance with Financial Accounting Standards Board Statement No.
106, without regard to liabilities attributable to continuation
coverage mandated by section 4980B of the Code) of the Company and its
Subsidiaries is not Material.

(e) The execution and delivery of this Agreement and the
issuance and sale of the Notes hereunder will not involve any
transaction that is subject to the prohibitions of section 406 of
ERISA or in connection with which a tax could be imposed pursuant to
section 4975(c)(1)(A)-(D) of the Code. The representation by the
Company in the first sentence of this Section 5.12(e) is made in
reliance upon and subject to the accuracy of your representation in
Section 6.2 as to the sources of the funds used to pay the purchase
price of the Notes to be purchased by you.

<PAGE>

5.13. PRIVATE OFFERING BY THE COMPANY.

Neither the Company nor anyone acting on its behalf has offered the
Notes or any similar securities for sale to, or solicited any offer to buy
any of the same from, or otherwise approached or negotiated in respect
thereof with, any person other than you, the other Purchasers and not more
than 18 other Institutional Investors, each of which has been offered the
Notes at a private sale for investment. Neither the Company nor anyone
acting on its behalf has taken, or will take, any action that would subject
the issuance or sale of the Notes to the registration requirements of
Section 5 of the Securities Act.

5.14. USE OF PROCEEDS; MARGIN REGULATIONS.

The Company will apply the proceeds of the sale of the Notes as set
forth in Schedule 5.14. No part of the proceeds from the sale of the Notes
hereunder will be used, directly or indirectly, for the purpose of buying or
carrying any margin stock within the meaning of Regulation G of the Board of
Governors of the Federal Reserve System (12 CFR 207), or for the purpose of
buying or carrying or trading in any securities under such circumstances as
to involve the Company in a violation of Regulation X of said Board (12 CFR
224) or to involve any broker or dealer in a violation of Regulation T of
said Board (12 CFR 220). Margin stock does not constitute more than 5.0% of
the value of the consolidated assets of the Company and its Subsidiaries and
the Company does not have any present intention that margin stock will
constitute more than 5.0% of the value of such assets. As used in this
Section, the terms "margin stock" and "purpose of buying or carrying" shall
have the meanings assigned to them in said Regulation G.

5.15. EXISTING INDEBTEDNESS; FUTURE LIENS.

(a) Except as described therein, Schedule 5.15 sets forth a
complete and correct list of all outstanding Indebtedness of the
Company and its Subsidiaries as of February 28, 1998, since which date
there has been no Material change in the amounts, interest rates,
sinking funds, installment payments or maturities of the Indebtedness
of the Company or its Subsidiaries. Neither the Company nor any
Subsidiary is in default and no waiver of default is currently in
effect, in the payment of any principal or interest on any
Indebtedness of the Company or such Subsidiary and no event or
condition exists with respect to any Indebtedness of the Company or
any Subsidiary that would permit (or that with notice or the lapse of
time, or both, would permit) one or more Persons to cause such
Indebtedness to become due and payable before its stated maturity or
before its regularly scheduled dates of payment.

(b) Except as disclosed in Schedule 5.15, neither the Company
nor any Subsidiary has agreed or consented to cause or permit in the
future (upon the happening of a contingency or otherwise) any of its
property, whether now owned or hereafter acquired, to be subject to a
Lien not permitted by Section 10.3.

<PAGE>

5.16. FOREIGN ASSETS CONTROL REGULATIONS, ETC.

Neither the sale of the Notes by the Company hereunder nor its use
of the proceeds thereof will violate the Trading with the Enemy Act, as
amended, or any of the foreign assets control regulations of the United
States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any
enabling legislation or executive order relating thereto.

5.17. STATUS UNDER CERTAIN STATUTES.

Neither the Company nor any Subsidiary is subject to regulation
under the Investment Company Act of 1940, as amended, the Public Utility
Holding Company Act of 1935, as amended, the Interstate Commerce Act, as
amended, or the Federal Power Act, as amended.

5.18. ENVIRONMENTAL MATTERS.

Neither the Company nor any Subsidiary has knowledge of any claim
or has received any notice of any claim, and no proceeding has been
instituted raising any claim against the Company or any of its Subsidiaries
or any of their respective real properties now or formerly owned, leased or
operated by any of them or other assets, alleging any damage to the
environment or violation of any Environmental Laws, except, in each case,
such as could not reasonably be expected to result in a Material Adverse
Effect. Except as otherwise disclosed to you in writing,

(a) neither the Company nor any Subsidiary has knowledge of any
facts that would give rise to any claim, public or private, of
violation of Environmental Laws or damage to the environment emanating
from, occurring on or in any way related to real properties now or
formerly owned, leased or operated by any of them or to other assets
or their use, except, in each case, such as could not reasonably be
expected to result in a Material Adverse Effect;

(b) neither the Company nor any of its Subsidiaries has stored
any Hazardous Materials on real properties now or formerly owned,
leased or operated by any of them and has not disposed of any
Hazardous Materials in violation of any Environmental Laws in each
case in any manner that could reasonably be expected to result in a
Material Adverse Effect; and

(c) to the knowledge of the Company after diligent inquiry, all
buildings on all real properties now owned, leased or operated by the
Company or any of its Subsidiaries are in compliance with applicable
Environmental Laws, except where failure to comply could not
reasonably be expected to result in a Material Adverse Effect.

<PAGE>

6. REPRESENTATIONS OF THE PURCHASER.

6.1. PURCHASE FOR INVESTMENT.

You represent that you are purchasing the Notes for your own
account or for one or more separate accounts maintained by you or for the
account of one or more pension or trust funds and not with a view to the
distribution thereof, provided that the disposition of your or their property
shall at all times be within your or their control. You understand that the
Notes have not been registered under the Securities Act and may be resold
only if registered pursuant to the provisions of the Securities Act or if an
exemption from registration is available, except under circumstances where
neither such registration nor such an exemption is required by law, and that
the Company is not required to register the Notes.

6.2. SOURCE OF FUNDS.

You represent that at least one of the following statements is an
accurate representation as to each source of funds (a "Source") to be used by
you to pay the purchase price of the Notes to be purchased by you hereunder:

(a) if you are an insurance company, the Source does not include
assets allocated to any separate account maintained by you in which
any employee benefit plan (or its related trust) has any interest,
other than a separate account that is maintained solely in connection
with your fixed contractual obligations under which the amounts
payable, or credited, to such plan and to any participant or
beneficiary of such plan (including any annuitant) are not affected in
any manner by the investment performance of the separate account; or

(b) the Source is either (i) an insurance company pooled separate
account, within the meaning of Prohibited Transaction Exemption ("PTE")
90-1 (issued January 29, 1990), or (ii) a bank collective investment
fund, within the meaning of the PTE 91-38 (issued July 12, 1991) and,
except as you have disclosed to the Company in writing pursuant to this
paragraph (b), no employee benefit plan or group of plans maintained by
the same employer or employee organization beneficially owns more than
10% of all assets allocated to such pooled separate account or collective
investment fund; or

(c) the Source constitutes assets of an "investment fund"
(within the meaning of Part V of the QPAM Exemption) managed by a
"qualified professional asset manager" or "QPAM" (within the meaning
of Part V of the QPAM Exemption), no employee benefit plan's assets
that are included in such investment fund, when combined with the
assets of all other employee benefit plans established or maintained
by the same employer or by an affiliate (within the meaning of Section
V(c)(1) of the QPAM Exemption) of such employer or by the same
employee organization and managed by such QPAM, exceed 20% of the
total client assets managed by such QPAM, the conditions of Part I(c)
and (g) of the QPAM Exemption are satisfied, neither the QPAM nor a
person controlling

<PAGE>

or controlled by the QPAM (applying the definition of "control" in
Section V(e) of the QPAM Exemption) owns a 5% or more interest in the
Company and (i) the identity of such QPAM and (ii) the names of all
employee benefit plans whose assets are included in such investment
fund have been disclosed to the Company in writing pursuant to this
paragraph (c); or

(d) the Source is a governmental plan; or

(e) the Source is one or more employee benefit plans, or a separate
account or trust fund comprised of one or more employee benefit plans,
each of which has been identified to the Company in writing pursuant to
this paragraph (e); or

(f) the Source does not include assets of any employee benefit plan,
other than a plan exempt from the coverage of ERISA; or

(g) the Source is an "insurance company general account" as such
term is defined in the Department of Labor Prohibited Transaction Class
Exemption 95-60 (issued July 12, 1995) ("PTE 95-60") and as of the date
of this Agreement there is no "employee benefit plan" with respect to
which the aggregate amount of such general account's reserves and
liabilities for the contracts held by or on behalf of such employee
benefit plan and all other employee benefit plans maintained by the same
employer (and affiliates thereof as defined in Section V(a)(1) of
PTE 95-60) or by the same employee organization (in each case determined
in accordance with the provisions of PTE 95-60) exceeds 10% of the total
reserves and liabilities of such general account (as determined under
PTE 95-60) (exclusive of separate account liabilities) plus surplus as
set forth in the National Association of Insurance Commissioners Annual
Statement filed with the state of domicile of such Purchaser.

As used in this Section 6.2, the terms "employee benefit plan", "governmental
plan", "party in interest" and "separate account" shall have the respective
meanings assigned to such terms in Section 3 of ERISA.

7. INFORMATION AS TO COMPANY.

7.1 FINANCIAL AND BUSINESS INFORMATION

The Company shall deliver to each holder of Notes that is an
Institutional Investor:

(a) QUARTERLY STATEMENTS -- within 60 days after the end of each
quarterly fiscal period in each fiscal year of the Company (other than the
last quarterly fiscal period of each such fiscal year), duplicate copies
of,

(i) a consolidated balance sheet of the Company and its
Subsidiaries as at the end of such quarter, and

<PAGE>

(ii) consolidated statements of income, changes in shareholders'
equity and cash flows of the Company and its Subsidiaries, for such
quarter and (in the case of the second and third quarters) for the
portion of the fiscal year ending with such quarter,

setting forth in each case in comparative form the figures for the
corresponding periods in the previous fiscal year, all in reasonable
detail, prepared in accordance with GAAP applicable to quarterly
financial statements generally, and certified by a Senior Financial
Officer as fairly presenting, in all material respects, the financial
position of the companies being reported on and their results of
operations and cash flows, subject to changes resulting from year-end
adjustments, provided that delivery within the time period specified
above of copies of the Company's Quarterly Report on Form 10-Q
prepared in compliance with the requirements therefor and filed with
the Securities and Exchange Commission shall be deemed to satisfy the
requirements of this Section 7.1(a);

(b) ANNUAL STATEMENTS -- within 105 days after the end of
each fiscal year of the Company, duplicate copies of,

(i) a consolidated balance sheet of the Company and its
Subsidiaries, as at the end of such year, and

(ii) consolidated statements of income, changes in shareholders'
equity and cash flows of the Company and its Subsidiaries, for such
year,

setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail, prepared in accordance
with GAAP, and accompanied by an opinion thereon of independent
certified public accountants of recognized national standing, which
opinion shall state that such financial statements present fairly, in
all material respects, the financial position of the companies being
reported upon and their results of operations and cash flows and have
been prepared in conformity with GAAP, and that the examination of
such accountants in connection with such financial statements has been
made in accordance with generally accepted auditing standards, and
that such audit provides a reasonable basis for such opinion in the
circumstances; provided that the delivery within the time period
specified above of the Company's Annual Report on Form 10-K for such
fiscal year (together with the Company's annual report to
shareholders, if any, prepared pursuant to Rule 14a-3 under the
Exchange Act) prepared in accordance with the requirements therefor
and filed with the Securities and Exchange Commission shall be deemed
to satisfy the requirements of this Section (b);

(c) SEC AND OTHER REPORTS -- promptly upon their becoming
available, one copy of (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 requested by such holder), and each prospectus and all
amendments thereto filed by the

<PAGE>

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;

(d) NOTICE OF DEFAULT OR EVENT OF DEFAULT -- promptly, and
in any event within five days after a Responsible Officer becoming
aware of the existence of any Default or Event of Default or that any
Person has given any notice or taken any action with respect to a
claimed default hereunder or that any Person has given any notice or
taken any action with respect to a claimed default of the type
referred to in Section 11(f), a written notice specifying the nature
and period of existence thereof and what action the Company is taking
or proposes to take with respect thereto;

(e) ERISA MATTERS -- promptly, and in any event within five days
after a Responsible Officer becoming aware of any of the following, a
written notice setting forth the nature thereof and the action, if any,
that the Company or an ERISA Affiliate proposes to take with respect
thereto:

(i) with respect to any Plan, any reportable event, as
defined in section 4043(b) of ERISA and the regulations thereunder,
for which notice thereof has not been waived pursuant to such
regulations as in effect on the date hereof; or

(ii) the taking by the PBGC of steps to institute, or the
threatening by the PBGC of the institution of, proceedings under
section 4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Plan, or the receipt by the Company or any
ERISA Affiliate of a notice from a Multiemployer Plan that such action
has been taken by the PBGC with respect to such Multiemployer Plan; or

(iii) any event, transaction or condition that could result
in the incurrence of any liability by the Company or any ERISA
Affiliate pursuant to Title I or IV of ERISA or the penalty or excise
tax provisions of the Code relating to employee benefit plans, or in
the imposition of any Lien on any of the rights, properties or assets
of the Company or any ERISA Affiliate pursuant to Title I or IV of
ERISA or such penalty or excise tax provisions, if such liability or
Lien, taken together with any other such liabilities or Liens then
existing, could reasonably be expected to have a Material Adverse
Effect;

(f) NOTICES FROM GOVERNMENTAL AUTHORITY -- promptly, and in any event
within 30 days of receipt thereof, copies of any notice to the Company or
any Subsidiary from any Federal or state Governmental Authority relating to
any order, ruling, statute or other law or regulation that could reasonably
be expected to have a Material Adverse Effect; and

<PAGE>

(g) REQUESTED INFORMATION -- with reasonable promptness, such other
data and information relating to the business, operations, affairs,
financial condition, assets or properties of the Company or any of its
Subsidiaries or relating to the ability of the Company to perform its
obligations hereunder and under the Notes as from time to time may be
reasonably requested by any such holder of Notes.

7.2. OFFICER'S CERTIFICATE

Each set of financial statements delivered to a holder of Notes
pursuant to Section (a) or Section (b) hereof shall be accompanied by a
certificate of a Senior Financial Officer setting forth:

(a) COVENANT COMPLIANCE -- the information (including detailed
calculations) required in order to establish whether the Company was in
compliance with the requirements of Section 10.1 through Section 10.6
hereof, inclusive, during the quarterly or annual period covered by the
statements then being furnished (including with respect to each such
Section, where applicable, the calculations of the maximum or minimum
amount, ratio or percentage, as the case may be, permissible under the
terms of such Sections, and the calculation of the amount, ratio or
percentage then in existence); and

(b) EVENT OF DEFAULT -- a statement that such officer has reviewed
the relevant terms hereof and has made, or caused to be made, under his or
her supervision, a review of the transactions and conditions of the Company
and its Subsidiaries from the beginning of the quarterly or annual period
covered by the statements then being furnished to the date of the
certificate and that such review shall not have disclosed the existence
during such period of any condition or event that constitutes a Default or
an Event of Default or, if any such condition or event existed or exists
(including, without limitation, any such event or condition resulting from
the failure of the Company or any Subsidiary to comply with any
Environmental Law), specifying the nature and period of existence thereof
and what action the Company shall have taken or proposes to take with
respect thereto.

7.3. INSPECTION.

The Company shall permit the representatives of each holder of Notes
that is an Institutional Investor:

(a) NO DEFAULT -- if no Default or Event of Default then exists, at
the expense of such holder and upon reasonable prior notice to the Company,
to visit the principal executive office of the Company, to discuss the
affairs, finances and accounts of the Company and its Subsidiaries with the
Company's officers, and (with the consent of the Company, which consent
will not be unreasonably withheld) its independent public accountants, and
(with the consent of the Company, which consent will not be unreasonably
withheld) to visit the other offices and properties of the Company and each
Subsidiary, all at such reasonable times and as often as may be reasonably
requested in

<PAGE>

writing; and

(b) DEFAULT -- if a Default or Event of Default then exists, at the
expense of the Company to visit and inspect any of the offices or
properties of the Company or any Subsidiary, to examine all their
respective books of account, records, reports and other papers, to make
copies and extracts therefrom, and to discuss their respective affairs,
finances and accounts with their respective officers and independent public
accountants (and by this provision the Company authorizes said accountants
to discuss the affairs, finances and accounts of the Company and its
Subsidiaries), all at such times and as often as may be requested.

8. PREPAYMENT OF THE NOTES

8.1 REQUIRED PREPAYMENTS.

On April 1, 1999 and on each April 1 thereafter, to and including
April 1, 2004, the Company will prepay $1,428,571 principal amount (or such
lesser principal amount as shall then be outstanding) of the Series A Notes and
on April 1, 2002 and on each April 1 thereafter, to and including April 1, 2007,
the Company will prepay $4,285,714 principal amount (or such lesser principal
amount as shall then be outstanding) of the Series B Notes, in each case at par
and without payment of the Make-Whole Amount or any premium.

8.2. OPTIONAL PREPAYMENTS WITH MAKE-WHOLE AMOUNT.

The Company may, at its option, upon notice as provided below,
prepay at any time all, or from time to time any part of, the Notes, in an
amount not less than $1,000,000 of the aggregate principal amount of the
Notes then outstanding in the case of a partial prepayment, at 100% of the
principal amount so prepaid, plus accrued interest to the date of redemption
and the Make-Whole Amount determined for the prepayment date with respect to
such principal amount. The Company will give each holder of Notes written
notice of each optional prepayment under this Section 8.2 not less than 30
days and not more than 60 days prior to the date fixed for such prepayment.
Each such notice shall specify such date, the aggregate principal amount of
the Notes to be prepaid on such date, the principal amount of each Note held
by such holder to be prepaid (determined in accordance with Section 8.3), and
the interest to be paid on the prepayment date with respect to such principal
amount being prepaid, and shall be accompanied by a certificate of a Senior
Financial Officer as to the estimated Make-Whole Amount due in connection
with such prepayment (calculated as if the date of such notice were the date
of the prepayment), setting forth the details of such computation. Two
Business Days prior to such prepayment, the Company shall deliver to each
holder of Notes a certificate of a Senior Financial Officer specifying the
calculation of such Make-Whole Amount as of the specified prepayment date.

<PAGE>

8.3. ALLOCATION OF PARTIAL PREPAYMENTS.

In the case of each partial prepayment of the Notes, the principal
amount of the Notes of a series to be prepaid shall be allocated among all of
the Notes of a series at the time outstanding in proportion, as nearly as
practicable, to the respective unpaid principal amounts thereof not theretofore
called for prepayment. Each partial prepayment pursuant to Section 8.2 shall be
applied first to the payment due on such series of Notes at final maturity and
thereafter to any required prepayments on such series of Notes, in inverse order
of maturity.

8.4. MATURITY; SURRENDER, ETC.

In the case of each prepayment of Notes pursuant to this Section 8,
the principal amount of each Note to be prepaid shall mature and become due
and payable on the date fixed for such prepayment, together with interest on
such principal amount accrued to such date and the applicable Make-Whole
Amount, if any. From and after such date, unless the Company shall fail to
pay such principal amount when so due and payable, together with the interest
and Make-Whole Amount, if any, as aforesaid, interest on such principal
amount shall cease to accrue. Any Note paid or prepaid in full shall be
surrendered to the Company and canceled and shall not be reissued, and no
Note shall be issued in lieu of any prepaid principal amount of any Note.

8.5. PURCHASE OF NOTES.

The Company will not and will not permit any Affiliate to purchase,
redeem, prepay or otherwise acquire, directly or indirectly, any of the
outstanding Notes except upon the payment or prepayment of the Notes in
accordance with the terms of this Agreement and the Notes. The Company will
promptly cancel all Notes acquired by it or any Affiliate pursuant to any
payment, prepayment or purchase of Notes pursuant to any provision of this
Agreement and no Notes may be issued in substitution or exchange for any such
Notes.

8.6. MAKE-WHOLE AMOUNT.

The term "MAKE-WHOLE AMOUNT" means, with respect to any Note, an
amount equal to the excess, if any, of the Discounted Value of the Remaining
Scheduled Payments with respect to the Called Principal of such Note over the
amount of such Called Principal, provided that the Make-Whole Amount may in no
event be less than zero. For the purposes of determining the Make-Whole Amount,
the following terms have the following meanings:

"CALLED PRINCIPAL" means, with respect to any Note, the principal of
such Note that is to be prepaid pursuant to Section 8.2 or has become or is
declared to be immediately due and payable pursuant to Section 12.1, as the
context requires.

"DISCOUNTED VALUE" means, with respect to the Called Principal of any
Note, the amount obtained by discounting all Remaining Scheduled Payments
with respect to such Called Principal from their respective scheduled due
dates to the Settlement Date with

<PAGE>

respect to such Called Principal, in accordance with accepted financial
practice and at a discount factor (applied on the same periodic basis as
that on which interest on the Notes is payable) equal to the Reinvestment
Yield with respect to such Called Principal.

"REINVESTMENT YIELD" means, with respect to the Called Principal of
any Note, 0.50% plus the yield to maturity implied by (i) the yields
reported, as of 10:00 A.M. (New York City time) on the second Business Day
preceding the Settlement Date with respect to such Called Principal, on the
display designated as the "PX1 Screen" on the Bloomberg Financial Markets
Service (or such other display as may replace the PX1 Screen on Bloomberg
Financial Markets Service) for actively traded U.S. Treasury securities
having a maturity equal to the Remaining Average Life of such Called
Principal as of such Settlement Date, or (ii) if such yields are not
reported as of such time or the yields reported as of such time are not
ascertainable, the Treasury Constant Maturity Series Yields reported, for
the latest day for which such yields have been so reported as of the second
Business Day preceding the Settlement Date with respect to such Called
Principal, in Federal Reserve Statistical Release H.15 (519) (or any
comparable successor publication) for actively traded U.S. Treasury
securities having a constant maturity equal to the Remaining Average Life
of such Called Principal as of such Settlement Date. Such implied yield
will be determined, if necessary, by (a) converting U.S. Treasury bill
quotations to bond-equivalent yields in accordance with accepted financial
practice and (b) interpolating linearly between (1) the actively traded
U.S. Treasury security with the maturity closest to and greater than the
Remaining Average Life and (2) the actively traded U.S. Treasury security
with the maturity closest to and less than the Remaining Average Life.

"REMAINING AVERAGE LIFE" means, with respect to any Called Principal,
the number of years (calculated to the nearest one-twelfth year) obtained
by dividing (i) such Called Principal into (ii) the sum of the products
obtained by multiplying (a) the principal component of each Remaining
Scheduled Payment with respect to such Called Principal by (b) the number
of years (calculated to the nearest one-twelfth year) that will elapse
between the Settlement Date with respect to such Called Principal and the
scheduled due date of such Remaining Scheduled Payment.

"REMAINING SCHEDULED PAYMENTS" means, with respect to the Called
Principal of any Note, all payments of such Called Principal and interest
thereon that would be due after the Settlement Date with respect to such
Called Principal if no payment of such Called Principal were made prior to
its scheduled due date, provided that if such Settlement Date is not a date
on which interest payments are due to be made under the terms of the Notes,
then the amount of the next succeeding scheduled interest payment will be
reduced by the amount of interest accrued to such Settlement Date and
required to be paid on such Settlement Date pursuant to Section 8.2 or
12.1.

"SETTLEMENT DATE" means, with respect to the Called Principal of any
Note, the

<PAGE>

date on which such Called Principal is to be prepaid pursuant to
Section 8.2 or has become or is declared to be immediately due and payable
pursuant to Section 12.1, as the context requires.

9. AFFIRMATIVE COVENANTS.

The Company covenants that so long as any of the Notes are
outstanding:

9.1. COMPLIANCE WITH LAW.

The Company will and will cause each of its Subsidiaries to comply
with all laws, ordinances or governmental rules or regulations to which each of
them is subject, including, without limitation, Environmental Laws, and will
obtain and maintain in effect all licenses, certificates, permits, franchises
and other governmental authorizations necessary to the ownership of their
respective properties or to the conduct of their respective businesses, in each
case to the extent necessary to ensure that non-compliance with such laws,
ordinances or governmental rules or regulations or failures to obtain or
maintain in effect such licenses, certificates, permits, franchises and other
governmental authorizations could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

9.2. INSURANCE.

The Company will and will cause each of its Restricted Subsidiaries to
maintain, with financially sound and reputable insurers, insurance with respect
to their respective properties and businesses against such casualties and
contingencies, of such types, on such terms and in such amounts (including
deductibles, co-insurance and self-insurance, if adequate reserves are
maintained with respect thereto) as is customary in the case of entities of
established reputations engaged in the same or a similar business and similarly
situated.

9.3. MAINTENANCE.

The Company will and will cause each of its Restricted Subsidiaries to
maintain and keep, or cause to be maintained and kept, their respective
properties in good repair, working order and condition (other than ordinary wear
and tear), so that the business carried on in connection therewith may be
properly conducted at all times, provided that this Section shall not prevent
the Company or any Subsidiary from discontinuing the operation and the
maintenance of any of its properties if such discontinuance is desirable in the
conduct of its business and the Company has concluded that such discontinuance
could not, individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect.

<PAGE>

9.4. PAYMENT OF TAXES AND CLAIMS.

The Company will and will cause each of its Subsidiaries to file all
tax returns required to be filed in any jurisdiction and to pay and discharge
all taxes shown to be due and payable on such returns and all other taxes,
assessments, governmental charges, or levies imposed on them or any of their
properties, assets, income or franchises, to the extent such taxes and
assessments have become due and payable and before they have become delinquent
and all claims for which sums have become due and payable that have or might
become a Lien on properties or assets of the Company or any Subsidiary, provided
that neither the Company nor any Subsidiary need pay any such tax or assessment
or claims if (i) the amount, applicability or validity thereof is contested by
the Company or such Subsidiary on a timely basis in good faith and in
appropriate proceedings, and the Company or a Subsidiary has established
adequate reserves therefor in accordance with GAAP on the books of the Company
or such Subsidiary or (ii) the nonpayment of all such taxes and assessments in
the aggregate could not reasonably be expected to have a Material Adverse
Effect.

9.5. CORPORATE EXISTENCE, ETC.

The Company will at all times preserve and keep in full force and
effect its corporate existence. Subject to Sections 10.4 and 10.5, the Company
will at all times preserve and keep in full force and effect the corporate
existence of each of its Restricted Subsidiaries (unless merged into the Company
or a Wholly-Owned Restricted Subsidiary) and all rights and franchises of the
Company and its Restricted Subsidiaries unless, in the good faith judgment of
the Company, the termination of or failure to preserve and keep in full force
and effect such corporate existence, right or franchise could not, individually
or in the aggregate, have a Material Adverse Effect.

10. NEGATIVE COVENANTS.

The Company covenants that so long as any of the Notes are
outstanding:

10.1. CONSOLIDATED INDEBTEDNESS; INDEBTEDNESS OF RESTRICTED SUBSIDIARIES.

The Company will not permit:

(a) Consolidated Indebtedness to exceed 60% of Consolidated Total
Capitalization at any time during the period beginning on the date hereof
and ending on March 31, 1999 or 58% of Consolidated Total Capitalization at
any time thereafter; and

(b) Any Restricted Subsidiary to create, assume, guaranty or
otherwise incur any Indebtedness other than:

(i) Indebtedness owed to the Company or another Restricted
Subsidiary;

<PAGE>

(ii) Indebtedness of a Restricted Subsidiary outstanding at the
date of the acquisition of such Restricted Subsidiary; provided that
such Indebtedness was not incurred in contemplation of such Subsidiary
becoming a Restricted Subsidiary and immediately after giving effect
thereto, no Default or Event of Default would exist; and

(iii) other Indebtedness; provided that after giving effect
thereto and to the application of the proceeds therefrom, Priority
Debt outstanding would not exceed 20% of Consolidated Net Worth.

For purposes of this Section 10.1, any Person becoming a Restricted
Subsidiary shall be deemed at the time of becoming a Restricted Subsidiary to
have incurred all of its then outstanding Indebtedness and any Person extending,
renewing or refunding any Indebtedness shall be deemed to have incurred such
Indebtedness at the time of such extension, renewal or refunding.

10.2 CONSOLIDATED NET WORTH.

The Company will not permit Consolidated Net Worth at any time to be
less than $50,000,000 plus the cumulative sum of 40% of Consolidated Net Income
(but only if a positive number) for each completed fiscal quarter subsequent to
June 30, 1997.

10.3. LIENS.

The Company will not, and will not permit any Restricted Subsidiary
to, permit to exist, create, assume or incur, directly or indirectly, any Lien
on its properties or assets, whether now owned or hereafter acquired, except:

(a) Liens for taxes, assessments or other governmental charges not
then due and delinquent or the validity of which is being contested in good
faith by appropriate proceedings and as to which the Company has
established adequate reserves on its books in accordance with GAAP;

(b) Liens incidental to the conduct of business or the ownership of
properties and assets and not incurred in connection with the borrowing of
money (including landlords', carriers', warehousemen's, lessor's,
mechanics' and materialmen's liens) that in the aggregate do not materially
interfere with the conduct of the business of the Company and its
Restricted Subsidiaries taken as a whole or materially impair the use or
value of the property or assets subject thereto;

(c) Liens resulting from judgments not exceeding $2,000,000 in the
aggregate as to which the Company has established adequate reserves on its
books in accordance with GAAP, provided that any such judgment so secured
has not, within 60 days after the entry thereof, been discharged or
execution thereof stayed pending appeal, or has not been

<PAGE>

discharged within 60 days after the expiration of any such stay;

(d) encumbrances in the nature of leases, subleases, zoning
restrictions, easements, rights-of-way and other rights and restrictions of
record on the use of real property and defects in title arising or incurred
in the ordinary course of business, which, individually or in the
aggregate, do not materially impair the use or value of the property or
assets subject thereto;

(e) Liens securing Indebtedness of the Company or a Restricted
Subsidiary to the Company or to another Wholly-Owned Restricted Subsidiary;

(f) Liens existing on property or assets of the Company or any
Restricted Subsidiary as of the date of this Agreement that are described
in Schedule 10.3;

(g) Liens on property acquired, constructed or improved by the
Company or a Restricted Subsidiary after the date of Closing that are
created, incurred or assumed contemporaneously with, or within 180 days
after, the acquisition or, in the case of property constructed or improved,
after completion of construction or improvement thereof, to secure all or
any portion of the purchase price thereof (or for which legally binding
contracts to provide such financing have been obtained), provided that (i)
such Liens do not extend to any other property of the Company or any
Restricted Subsidiary, (ii) the Indebtedness secured thereby does not
exceed the lesser of the cost or the fair market value (as determined in
good faith by the board of directors of the Company) of the property
subject to such Liens and (iii) the Indebtedness secured by such Liens is
permitted under Section 10.1;

(h) Liens (i) existing on property of a Person immediately prior to
such Person's consolidation with, merger into or acquisitions by the
Company or a Restricted Subsidiary and (ii) existing on property at the
time of its acquisition by the Company or a Restricted Subsidiary, provided
that such Liens were not created in contemplation thereof and do not extend
to any other property of the Company or any Restricted Subsidiary;

(i) Liens created under Capital Leases permitted by Section 10.9;

(j) Liens resulting from extensions, renewals or refundings of any
Lien permitted by paragraphs (a) through (i) above, provided that (i) there
is no increase in the principal amount or decrease in maturity of the
Indebtedness secured thereby at the time of such extension, renewal or
refunding, (ii) such Liens do not extend to any property not subject
thereto at the time of such extension, renewal or refunding and (iii)
immediately after such extension, renewal or refunding, no Default or Event
of Default does or would exist; and

(k) Liens not otherwise permitted by paragraphs (a) through (j) above
to secure

<PAGE>

Indebtedness, provided that Priority Debt does not at any time exceed 20%
of Consolidated Net Worth.

10.4. SALE OF ASSETS.

Except as permitted by Section 10.5, the Company will not, and will
not permit any Restricted Subsidiary to, sell, lease, transfer or otherwise
dispose of, including by way of merger (collectively a "DISPOSITION"), any
assets, including capital stock of Subsidiaries, in one or a series of
transactions, to any Person, other than Dispositions in the ordinary course of
business and Dispositions by the Company to a Restricted Subsidiary or by a
Restricted Subsidiary to the Company or another Restricted Subsidiary, unless
such Disposition is for fair market value and the aggregate net book value of
all assets so disposed of in any period of four fiscal quarters of the Company
then next ending pursuant to this Section 10.4 does not exceed 10% of the book
value of total assets of the Company and its Restricted Subsidiaries determined
as of the end of the immediately preceding fiscal quarter. Notwithstanding the
foregoing, the Company may, or may permit any Restricted Subsidiary to, make a
Disposition and the assets subject to such Disposition shall not be subject to
or included in the foregoing limitation and computation contained in the
preceding sentence to the extent that (x) such assets are leased back by the
Company or any Restricted Subsidiary, as lessee, within 180 days of the
Disposition thereof, or (y) the net proceeds from such Disposition are, within
180 days of such Disposition, (A) reinvested in productive fixed assets by the
Company or a Restricted Subsidiary or (B) applied to the pro rata payment or
prepayment of the Notes and other outstanding Consolidated Indebtedness that is
not subordinated to the Notes. Any prepayment of Notes pursuant to this
Section 10.4 shall be in accordance with Sections 8.2 and 8.3, without regard to
the minimum prepayment requirements of Section 8.2. Furthermore, this Section
10.3 shall not apply to the disposition of the Company's plant located in
Kentucky if the outstanding industrial revenue bond secured by such plant is
paid in full in connection with said Disposition.

10.5. MERGER, CONSOLIDATION, ETC.

The Company will not, and will not permit any Restricted Subsidiary
to, consolidate with or merge with any other Person or convey, transfer or lease
all or substantially all of its assets in a single transaction or series of
transactions to any Person except that:

(a) the Company may consolidate or merge with any other Person or
convey, transfer, sell or lease all or substantially all of its assets
in a single transaction or series of transactions to any Person,
provided that:

(i) the successor formed by such consolidation or the survivor
of such merger or the Person that acquires by conveyance, transfer,
sale or lease all or substantially all of the assets of the Company as
an entirety, as the case may be, shall be a solvent corporation
organized and existing under the laws of the United States or any
State thereof (including the District of Columbia), and, if the
Company is not such corporation, (x) shall have executed and delivered
to each

<PAGE>

holder of any Notes its assumption of the due and punctual
performance and observance of each covenant and condition of this
Agreement and the Notes and (y) shall have caused to be delivered to
each holder of any Notes an opinion of independent counsel reasonably
satisfactory to the Required Holders, to the effect that all
agreements or instruments effecting such assumption are enforceable in
accordance with their terms and comply with the terms hereof;

(ii) the successor formed by such consolidation or the survivor
of such merger or the Person that acquires by conveyance, transfer,
sale or lease all or substantially all of the assets of the Company as
an entirety, as the case may be, could incur immediately thereafter
$1.00 of additional Indebtedness without violating Section 10.1;

(iii) immediately after giving effect to such transaction, no
Default or Event of Default shall have occurred and be continuing; and

(b) Any Restricted Subsidiary may (x) merge into the Company
(provided that the Company is the surviving corporation) or another
Restricted Subsidiary or (y) sell, transfer or lease all or any part of
its assets to the Company or another Restricted Subsidiary, or (z) merge
or consolidate with, or sell, transfer or lease all or substantially all
of its assets to, any Person in a transaction that is permitted by
Section 10.4 or, as a result of which, such Person becomes an Restricted
Subsidiary; provided in each instance set forth in clauses (x) through
(z) that, immediately before and after giving effect thereto, there shall
exist no Default or Event of Default;

No such conveyance, transfer or lease of substantially all of the assets of the
Company shall have the effect of releasing the Company or any successor
corporation that shall theretofore have become such in the manner prescribed in
this Section 10.5 from its liability under this Agreement or the Notes.

10.6. DISPOSITION OF STOCK OF RESTRICTED SUBSIDIARIES.

The Company (i) will not permit any Restricted Subsidiary to issue its
capital stock, or any warrants, rights or options to purchase, or securities
convertible into or exchangeable for, such capital stock, to any Person other
than the Company or another Restricted Subsidiary, and (ii) will not, and will
not permit any Restricted Subsidiary to, sell, transfer or otherwise dispose of
any shares of capital stock of a Restricted Subsidiary if such sale would be
prohibited by Section 10.4. If a Restricted Subsidiary at any time ceases to be
such as a result of a sale or issuance of its capital stock, any Liens on
property of the Company or any other Restricted Subsidiary securing Indebtedness
owed to such Restricted Subsidiary, which is not contemporaneously repaid,
together with such Indebtedness, shall be deemed to have been incurred by the
Company or such other Restricted Subsidiary, as the case may be, at the time
such Restricted Subsidiary ceases to be a Restricted Subsidiary.

<PAGE>

10.7. TRANSACTIONS WITH AFFILIATES.

The Company will not and will not permit any Restricted Subsidiary
to enter into directly or indirectly any transaction or Material group of
related transactions (including without limitation the purchase, lease, sale
or exchange of properties of any kind or the rendering of any service) with
any Affiliate (other than the Company or another Restricted Subsidiary),
except in the ordinary course and pursuant to the reasonable requirements of
the Company's or such Restricted Subsidiary's business and upon fair and
reasonable terms no less favorable to the Company or such Restricted
Subsidiary than would be obtainable in a comparable arm's-length transaction
with a Person not an Affiliate. Notwithstanding the foregoing, this Section
10.7 shall not apply to the exercise by the Company of its option to purchase
the land and manufacturing facility described in Note 9 of the Notes to
Consolidated Financial Statements of the Company for the fiscal year ended
December 31, 1997.

10.8. DESIGNATION OF UNRESTRICTED SUBSIDIARIES.

The Company may designate any Restricted Subsidiary as an
Unrestricted Subsidiary unless such Subsidiary has been designated an
Unrestricted Subsidiary more than once previously or has previously been
designated a Restricted Subsidiary and only if immediately before and after
such designation there exists no Default or Event of Default.

10.9 NATURE OF BUSINESS.

The Company will not, and will not permit any Restricted Subsidiary
to, engage in any business if, as a result, the general nature of the
business in which the Company and its Restricted Subsidiaries, taken as a
whole, would then be engaged would be substantially changed from the general
nature of the business in which the Company and its Restricted Subsidiaries,
taken as a whole, are engaged on the date of this Agreement as described in
the Memorandum.

11. EVENTS OF DEFAULT.

An "Event of Default" shall exist if any of the following conditions
or events shall occur and be continuing:

(a) the Company defaults in the payment of any principal or
Make-Whole Amount, if any, on any Note when the same becomes due and
payable, whether at maturity or at a date fixed for prepayment or by
declaration or otherwise; or

(b) the Company defaults in the payment of any interest on any Note
for more than five Business Days after the same becomes due and payable; or

(c) the Company defaults in the performance of or compliance with any
term contained in or Sections 10.1 through 10.9; or

<PAGE>

(d) the Company defaults in the performance of or compliance with any
term contained herein (other than those referred to in paragraphs (a), (b)
and (c) of this Section 11) and such default is not remedied within 30 days
after the earlier of (i) a Responsible Officer obtaining actual knowledge
of such default and (ii) the Company receiving written notice of such
default from any holder of a Note; or

(e) any representation or warranty made in writing by or on behalf of
the Company or by any officer of the Company in this Agreement or in any
writing furnished in connection with the transactions contemplated hereby
proves to have been false or incorrect in any Material respect on the date
as of which made; or

(f) (i) the Company or any Restricted Subsidiary is in default (as
principal or as guarantor or other surety) in the payment of any principal
of or premium or make-whole amount or interest on any Indebtedness that is
outstanding in an aggregate principal amount of at least $5,000,000 beyond
any period of grace provided with respect thereto, or (ii) the Company or
any Restricted Subsidiary is in default in the performance of or compliance
with any term of any evidence of any Indebtedness in an aggregate
outstanding principal amount of at least $5,000,000 or of any mortgage,
indenture or other agreement relating thereto beyond any period of grace
provided with respect thereto, or (iii) as a consequence of the occurrence
or continuation of any event or condition (other than the passage of time
or the right of the holder of Indebtedness to convert such Indebtedness
into equity interests), (x) the Company or any Restricted Subsidiary has
become obligated to purchase or repay Indebtedness before its regular
maturity or before its regularly scheduled dates of payment in an aggregate
outstanding principal amount of at least $5,000,000, or (y) one or more
Persons have the right to require the Company or any Restricted Subsidiary
so to purchase or repay such Indebtedness; or

(g) the Company or any Restricted Subsidiary (i) is generally not
paying, or admits in writing its inability to pay, its debts as they become
due, (ii) files, or consents by answer or otherwise to the filing against
it of, a petition for relief or reorganization or arrangement or any other
petition in bankruptcy, for liquidation or to take advantage of any
bankruptcy, insolvency, reorganization, moratorium or other similar law of
any jurisdiction, (iii) makes an assignment for the benefit of its
creditors, (iv) consents to the appointment of a custodian, receiver,
trustee or other officer with similar powers with respect to it or with
respect to any substantial part of its property, (v) is adjudicated as
insolvent or to be liquidated, or (vi) takes corporate action for the
purpose of any of the foregoing; or

(h) a court or governmental authority of competent jurisdiction
enters an order appointing, without consent by the Company or any
Restricted Subsidiary, a custodian, receiver, trustee or other officer with
similar powers with respect to it or with respect to any substantial part
of its property, or constituting an order for relief or approving a
petition for relief or reorganization or any other petition in bankruptcy
or for liquidation or to take advantage of any bankruptcy or insolvency law
of any jurisdiction, or ordering

<PAGE>

the dissolution, winding-up or liquidation of the Company or any of its
Restricted Subsidiaries, or any such petition shall be filed against the
Company or any of its Restricted Subsidiaries and such petition shall not
be dismissed within 60 days; or

(i) a final judgment or judgments for the payment of money
aggregating in excess of $5,000,000 are rendered against one or more of
the Company and its Restricted Subsidiaries and which judgments are not,
within 60 days after entry thereof, bonded, discharged or stayed pending
appeal, or are not discharged within 60 days after the expiration of such
stay; or

(j) if (i) any Plan shall fail to satisfy the minimum funding
standards of ERISA or the Code for any plan year or part thereof or a
waiver of such standards or extension of any amortization period is sought
or granted under section 412 of the Code, (ii) a notice of intent to
terminate any Plan shall have been or is reasonably expected to be filed
with the PBGC or the PBGC shall have instituted proceedings under ERISA
section 4042 to terminate or appoint a trustee to administer any Plan or
the PBGC shall have notified the Company or any ERISA Affiliate that a
Plan may become a subject of any such proceedings, (iii) the aggregate
"amount of unfunded benefit liabilities" (within the meaning of
section 4001(a)(18) of ERISA) under all Plans, determined in accordance
with Title IV of ERISA, shall exceed $2,000,000, (iv) the Company or any
ERISA Affiliate shall have incurred or is reasonably expected to incur
any liability pursuant to Title I or IV of ERISA or the penalty or excise
tax provisions of the Code relating to employee benefit plans, (v) the
Company or any ERISA Affiliate withdraws from any Multiemployer Plan, or
(vi) the Company or any Subsidiary establishes or amends any employee
welfare benefit plan that provides post-employment welfare benefits in a
manner that would increase the liability of the Company or any Subsidiary
thereunder; and any such event or events described in clauses (i) through
(vi) above, either individually or together with any other such event or
events, could reasonably be expected to have a Material Adverse Effect.

As used in Section 11(j), the terms "employee benefit plan" and "employee
welfare benefit plan" shall have the respective meanings assigned to such terms
in Section 3 of ERISA.

12. REMEDIES ON DEFAULT, ETC.

12.1. ACCELERATION.

(a) If an Event of Default with respect to the Company described in
paragraph (g) or (h) of Section 11 (other than an Event of Default
described in clause (i) of paragraph (g) or described in clause (vi) of
paragraph (g) by virtue of the fact that such clause encompasses
clause (i) of paragraph (g)) has occurred, all the Notes then outstanding
shall automatically become immediately due and payable.

(b) If any other Event of Default has occurred and is continuing,
any holder

<PAGE>

or holders of more than 33% in principal amount of the Notes at the
time outstanding may at any time at its or their option, by notice or
notices to the Company, declare all the Notes then outstanding to be
immediately due and payable.

(c) If any Event of Default described in paragraph (a) or (b) of
Section 11 has occurred and is continuing, any holder or holders of Notes
at the time outstanding affected by such Event of Default may at any time,
at its or their option, by notice or notices to the Company, declare all
the Notes held by it or them to be immediately due and payable.

Upon any Notes becoming due and payable under this Section 12.1,
whether automatically or by declaration, such Notes will forthwith mature and
the entire unpaid principal amount of such Notes, plus (x) all accrued and
unpaid interest thereon and (y) the Make-Whole Amount determined in respect of
such principal amount (to the full extent permitted by applicable law), shall
all be immediately due and payable, in each and every case without presentment,
demand, protest or further notice, all of which are hereby waived. The Company
acknowledges, and the parties hereto agree, that each holder of a Note has the
right to maintain its investment in the Notes free from repayment by the Company
(except as herein specifically provided for) and that the provision for payment
of a Make-Whole Amount by the Company in the event that the Notes are prepaid or
are accelerated as a result of an Event of Default, is intended to provide
compensation for the deprivation of such right under such circumstances.

12.2 OTHER REMEDIES.

If any Default or Event of Default has occurred and is continuing, and
irrespective of whether any Notes have become or have been declared immediately
due and payable under Section 12.1, the holder of any Note at the time
outstanding may proceed to protect and enforce the rights of such holder by an
action at law, suit in equity or other appropriate proceeding, whether for the
specific performance of any agreement contained herein or in any Note, or for an
injunction against a violation of any of the terms hereof or thereof, or in aid
of the exercise of any power granted hereby or thereby or by law or otherwise.

<PAGE>

12.3 RESCISSION.

At any time after any Notes have been declared due and payable
pursuant to clause (b) or (c) of Section 12.1, the holders of not less than 67%
in principal amount of the Notes then outstanding, by written notice to the
Company, may rescind and annul any such declaration and its consequences if
(a) the Company has paid all overdue interest on the Notes, all principal of and
Make-Whole Amount, if any, on any Notes that are due and payable and are unpaid
other than by reason of such declaration, and all interest on such overdue
principal and Make-Whole Amount, if any, and (to the extent permitted by
applicable law) any overdue interest in respect of the Notes, at the Default
Rate, (b) all Events of Default and Defaults, other than non-payment of amounts
that have become due solely by reason of such declaration, have been cured or
have been waived pursuant to Section 17, and (c) no judgment or decree has been
entered for the payment of any monies due pursuant hereto or to the Notes. No
rescission and annulment under this Section 12.3 will extend to or affect any
subsequent Event of Default or Default or impair any right consequent thereon.

12.4 NO WAIVERS OR ELECTION OF REMEDIES, EXPENSES, ETC.

No course of dealing and no delay on the part of any holder of any
Note in exercising any right, power or remedy shall operate as a waiver thereof
or otherwise prejudice such holder's rights, powers or remedies. No right,
power or remedy conferred by this Agreement or by any Note upon any holder
thereof shall be exclusive of any other right, power or remedy referred to
herein or therein or now or hereafter available at law, in equity, by statute or
otherwise. Without limiting the obligations of the Company under Section 15,
the Company will pay to the holder of each Note on demand such further amount as
shall be sufficient to cover all costs and expenses of such holder incurred in
any enforcement or collection under this Section 12, including, without
limitation, reasonable attorneys' fees, expenses and disbursements.

13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES.

13.1. REGISTRATION OF NOTES.

The Company shall keep at its principal executive office a register
for the registration and registration of transfers of Notes. The name and
address of each holder of one or more Notes, each transfer thereof and the name
and address of each transferee of one or more Notes shall be registered in such
register. Prior to due presentment for registration of transfer, the Person in
whose name any Note shall be registered shall be deemed and treated as the owner
and holder thereof for all purposes hereof, and the Company shall not be
affected by any notice or knowledge to the contrary. The Company shall give to
any holder of a Note that is an Institutional Investor promptly upon request
therefor, a complete and correct copy of the names and addresses of all
registered holders of Notes.

<PAGE>

13.2 TRANSFER AND EXCHANGE OF NOTES.

Upon surrender of any Note at the principal executive office of the
Company for registration of transfer or exchange (and in the case of a
surrender for registration of transfer, duly endorsed or accompanied by a
written instrument of transfer duly executed by the registered holder of such
Note or his attorney duly authorized in writing and accompanied by the
address for notices of each transferee of such Note or part thereof), the
Company shall execute and deliver, at the Company's expense (except as
provided below), one or more new Notes (as requested by the holder thereof)
in exchange therefor, in an aggregate principal amount equal to the unpaid
principal amount of the surrendered Note. Each such new Note shall be
payable to such Person as such holder may request and shall be substantially
in the form of Exhibit 1(a) or 1(b), as appropriate. Each such new Note
shall be dated and bear interest from the date to which interest shall have
been paid on the surrendered Note or dated the date of the surrendered Note
if no interest shall have been paid thereon. The Company may require payment
of a sum sufficient to cover any stamp tax or governmental charge imposed in
respect of any such transfer of Notes. Notes shall not be transferred in
denominations of less than $500,000, provided that if necessary to enable the
registration of transfer by a holder of its entire holding of Notes, one Note
may be in a denomination of less than $500,000. You agree to transfer your
Notes only to one or more Institutional Investors. Any transferee, by its
acceptance of a Note registered in its name (or the name of its nominee),
shall be deemed to have made the representation set forth in Section 6.2.

13.3 REPLACEMENT OF NOTES.

Upon receipt by the Company of evidence reasonably satisfactory to it
of the ownership of and the loss, theft, destruction or mutilation of any Note
(which evidence shall be, in the case of an Institutional Investor, notice from
such Institutional Investor of such ownership and such loss, theft, destruction
or mutilation), and

(a) in the case of loss, theft or destruction, of indemnity
reasonably satisfactory to it (provided that if the holder of such Note
is, or is a nominee for, an original Purchaser or another holder of a
Note that is an Institutional Investor, such Person's own unsecured
agreement of indemnity shall be deemed to be satisfactory), or

(b) in the case of mutilation, upon surrender and cancellation
thereof,

the Company at its own expense shall execute and deliver, in lieu thereof, a new
Note, dated and bearing interest from the date to which interest shall have been
paid on such lost, stolen, destroyed or mutilated Note or dated the date of such
lost, stolen, destroyed or mutilated Note if no interest shall have been paid
thereon.

<PAGE>

14. PAYMENTS ON NOTES.

14.1. PLACE OF PAYMENT.

Subject to Section 14.2, payments of principal, Make-Whole Amount, if
any, and interest becoming due and payable on the Notes shall be made in
Chicago, Illinois at the principal office of Bank of America National Trust &
Savings Association in such jurisdiction. The Company may at any time, by
notice to each holder of a Note, change the place of payment of the Notes so
long as such place of payment shall be either the principal office of the
Company in such jurisdiction or the principal office of a bank or trust company
in such jurisdiction.

14.2. HOME OFFICE PAYMENT.

So long as you or your nominee shall be the holder of any Note, and
notwithstanding anything contained in Section 14.1 or in such Note to the
contrary, the Company will pay all sums becoming due on such Note for principal,
Make-Whole Amount, if any, and interest by the method and at the address
specified for such purpose below your name in Schedule A, or by such other
method or at such other address as you shall have from time to time specified to
the Company in writing for such purpose, without the presentation or surrender
of such Note or the making of any notation thereon, except that upon written
request of the Company made concurrently with or reasonably promptly after
payment or prepayment in full of any Note, you shall surrender such Note for
cancellation, reasonably promptly after any such request, to the Company at its
principal executive office or at the place of payment most recently designated
by the Company pursuant to Section 14.1. Prior to any sale or other disposition
of any Note held by you or your nominee you will, at your election, either
endorse thereon the amount of principal paid thereon and the last date to which
interest has been paid thereon or surrender such Note to the Company in exchange
for a new Note or Notes pursuant to Section 13.2. The Company will afford the
benefits of this Section 14.2 to any Institutional Investor that is the direct
or indirect transferee of any Note purchased by you under this Agreement and
that has made the same agreement relating to such Note as you have made in this
Section 14.2.

<PAGE>

15. EXPENSES. ETC.

15.1. TRANSACTION EXPENSES.

Whether or not the transactions contemplated hereby are consummated,
the Company will pay all costs and expenses (including reasonable attorneys'
fees of a special counsel and, if reasonably required, local or other
counsel) incurred by you and each other Purchaser or holder of a Note in
connection with such transactions and in connection with any amendments,
waivers or consents under or in respect of this Agreement or the Notes
(whether or not such amendment, waiver or consent becomes effective),
including, without limitation: (a) the costs and expenses incurred in
enforcing or defending (or determining whether or how to enforce or defend)
any rights under this Agreement or the Notes or in responding to any subpoena
or other legal process or informal investigative demand issued in connection
with this Agreement or the Notes, or by reason of being a holder of any Note,
and (b) the costs and expenses, including financial advisors' fees, incurred
in connection with the insolvency or bankruptcy of the Company or any
Subsidiary or in connection with any work-out or restructuring of the
transactions contemplated hereby and by the Notes. The Company will pay, and
will save you and each other holder of a Note harmless from, all claims in
respect of any fees, costs or expenses if any, of brokers and finders (other
than those retained by you).

15.2. SURVIVAL.

The obligations of the Company under this Section 15 will survive the
payment or transfer of any Note, the enforcement, amendment or waiver of any
provision of this Agreement or the Notes, and the termination of this Agreement.

16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT.

All representations and warranties contained herein shall survive the
execution and delivery of this Agreement and the Notes, the purchase or transfer
by you of any Note or portion thereof or interest therein and the payment of any
Note, and may be relied upon by any subsequent holder of a Note, regardless of
any investigation made at any time by or on behalf of you or any other holder of
a Note. All statements contained in any certificate or other instrument
delivered by or on behalf of the Company pursuant to this Agreement shall be
deemed representations and warranties of the Company under this Agreement.
Subject to the preceding sentence, this Agreement and the Notes embody the
entire agreement and understanding between you and the Company and supersede all
prior agreements and understandings relating to the subject matter hereof.

<PAGE>

17. AMENDMENT AND WAIVER.

17.1 REQUIREMENTS.

This Agreement and the Notes may be amended, and the observance of
any term hereof or of the Notes may be waived (either retroactively or
prospectively), with (and only with) the written consent of the Company and
the Required Holders, except that (a) no amendment or waiver of any of the
provisions of Section 1, 2, 3, 4, 5, 6 or 21 hereof, or any defined term (as
it is used therein), will be effective as to you unless consented to by you
in writing, and (b) no such amendment or waiver may, without the written
consent of the holder of each Note at the time outstanding affected thereby,
(i) subject to the provisions of Section 12 relating to acceleration or
rescission, change the amount or time of any prepayment or payment of
principal of, or reduce the rate or change the time of payment or method of
computation of interest or of the Make-Whole Amount on, the Notes, (ii)
change the percentage of the principal amount of the Notes the holders of
which are required to consent to any such amendment or waiver, or (iii) amend
any of Sections 8, 11(a), 11(b), 12, 17 or 20.

17.2. SOLICITATION OF HOLDERS OF NOTES.

(a) SOLICITATION. The Company will provide each holder of the Notes
(irrespective of the amount of Notes then owned by it) with sufficient
information, sufficiently far in advance of the date a decision is
required, to enable such holder to make an informed and considered
decision with respect to any proposed amendment, waiver or consent in
respect of any of the provisions hereof or of the Notes. The Company
will deliver executed or true and correct copies of each amendment,
waiver or consent effected pursuant to the provisions of this Section 17
to each holder of outstanding Notes promptly following the date on which
it is executed and delivered by, or receives the consent or approval of,
the requisite holders of Notes.

(b) PAYMENT. The Company will not directly or indirectly pay or
cause to be paid any remuneration, whether by way of supplemental or
additional interest, fee or otherwise, or grant any security, to any
holder of Notes as consideration for or as an inducement to the entering
into by any holder of Notes or any waiver or amendment of any of the
terms and provisions hereof unless such remuneration is concurrently
paid, or security is concurrently granted, on the same terms, ratably to
each holder of Notes then outstanding even if such holder did not
consent to such waiver or amendment.

<PAGE>

17.3. BINDING EFFECT, ETC.

Any amendment or waiver consented to as provided in this Section 17
applies equally to all holders of Notes and is binding upon them and upon each
future holder of any Note and upon the Company without regard to whether such
Note has been marked to indicate such amendment or waiver. No such amendment or
waiver will extend to or affect any obligation, covenant, agreement, Default or
Event of Default not expressly amended or waived or impair any right consequent
thereon. No course of dealing between the Company and the holder of any Note
nor any delay in exercising any rights hereunder or under any Note shall operate
as a waiver of any rights of any holder of such Note. As used herein, the term
"this Agreement" and references thereto shall mean this Agreement as it may from
time to time be amended or supplemented.

17.4. NOTES HELD BY COMPANY, ETC.

Solely for the purpose of determining whether the holders of the
requisite percentage of the aggregate principal amount of Notes then outstanding
approved or consented to any amendment, waiver or consent to be given under this
Agreement or the Notes, or have directed the taking of any action provided
herein or in the Notes to be taken upon the direction of the holders of a
specified percentage of the aggregate principal amount of Notes then
outstanding, Notes directly or indirectly owned by the Company or any of its
Affiliates shall be deemed not to be outstanding.

18. NOTICES.

All notices and communications provided for hereunder shall be in
writing and sent (a) by telecopy if the sender on the same day sends a
confirming copy of such notice by a recognized overnight delivery service
(charges prepaid), or (b) by registered or certified mail with return receipt
requested (postage prepaid), or (c) by a recognized overnight delivery service
(with charges prepaid). Any such notice must be sent:

(i) if to you or your nominee, to you or it at the address
specified for such communications in Schedule A, or at such other
address as you or it shall have specified to the Company in writing,

(ii) if to any other holder of any Note, to such holder at such
address as such other holder shall have specified to the Company in
writing, or

(iii) if to the Company, to the Company at its address set
forth at the beginning hereof to the attention of Brian W. Dunham, or
at such other address as the Company shall have specified to the
holder of each Note in writing.

Notices under this Section 18 will be deemed given only when actually received.

<PAGE>

19. REPRODUCTION OF DOCUMENTS.

This Agreement and all documents relating thereto, including, without
limitation, (a) consents, waivers and modifications that may hereafter be
executed, (b) documents received by you at the Closing (except the Notes
themselves), and (c) financial statements, certificates and other information
previously or hereafter furnished to you, may be reproduced by you by any
photographic, photostatic, microfilm, microcard, miniature photographic or other
similar process and you may destroy any original document so reproduced. The
Company agrees and stipulates that, to the extent permitted by applicable law,
any such reproduction shall be admissible in evidence as the original itself in
any judicial or administrative proceeding (whether or not the original is in
existence and whether or not such reproduction was made by you in the regular
course of business) and any enlargement, facsimile or further reproduction of
such reproduction shall likewise be admissible in evidence. This Section 19
shall not prohibit the Company or any other holder of Notes from contesting any
such reproduction to the same extent that it could contest the original, or from
introducing evidence to demonstrate the inaccuracy of any such reproduction.

<PAGE>

20. CONFIDENTIAL INFORMATION.

For the purposes of this Section 20, "Confidential Information"
means information delivered to you by or on behalf of the Company or any
Subsidiary in connection with the transactions contemplated by or otherwise
pursuant to this Agreement that is proprietary in nature and that was clearly
marked or labeled or otherwise adequately identified when received by you as
being confidential information of the Company or such Subsidiary, provided
that such term does not include information that (a) was publicly known or
otherwise known to you prior to the time of such disclosure, (b) subsequently
becomes publicly known through no act or omission by you or any person acting
on your behalf, (c) otherwise becomes known to you other than through
disclosure by the Company or any Subsidiary or (d) constitutes financial
statements delivered to you under Section 7.1 that are otherwise publicly
available. You will maintain the confidentiality of such Confidential
Information in accordance with procedures adopted by you in good faith to
protect confidential information of third parties delivered to you, provided
that you may deliver or disclose Confidential Information to (i) your
directors, officers, employees, agents, attorneys and affiliates (to the
extent such disclosure reasonably relates to the administration of the
investment represented by your Notes), (ii) your financial advisors and other
professional advisors who agree to hold confidential the Confidential
Information substantially in accordance with the terms of this Section 20,
(iii) any other holder of any Note, (iv) any Institutional Investor to which
you sell or offer to sell such Note or any part thereof or any participation
therein (if such Person has agreed in writing prior to its receipt of such
Confidential Information to be bound by the provisions of this Section 20),
(v) any Person from which you offer to purchase any security of the Company
(if such Person has agreed in writing prior to its receipt of such
Confidential Information to be bound by the provisions of this Section 20),
(vi) any federal or state regulatory authority having jurisdiction over you,
(vii) the National Association of Insurance Commissioners or any similar
organization, or any nationally recognized rating agency that requires access
to information about your investment portfolio or (viii) any other Person to
which such delivery or disclosure may be necessary or appropriate (w) to
effect compliance with any law, rule, regulation or order applicable to you,
(x) in response to any subpoena or other legal process, (y) in connection
with any litigation to which you are a party or (z) if an Event of Default
has occurred and is continuing, to the extent you may reasonably determine
such delivery and disclosure to be necessary or appropriate in the
enforcement or for the protection of the rights and remedies under your Notes
and this Agreement. Each holder of a Note, by its acceptance of a Note, will
be deemed to have agreed to be bound by and to be entitled to the benefits of
this Section 20 as though it were a party to this Agreement. On reasonable
request by the Company in connection with the delivery to any holder of a
Note of information required to be delivered to such holder under this
Agreement or requested by such holder (other than a holder that is a party to
this Agreement or its nominee), such holder will enter into an agreement with
the Company embodying the provisions of this Section 20.

<PAGE>

21. SUBSTITUTION OF PURCHASER.

You shall have the right to substitute any one of your Affiliates as
the purchaser of the Notes that you have agreed to purchase hereunder, by
written notice to the Company, which notice shall be signed by both you and such
Affiliate, shall contain such Affiliate's agreement to be bound by this
Agreement and shall contain a confirmation by such Affiliate of the accuracy
with respect to it of the representations set forth in Section 6. Upon receipt
of such notice, wherever the word "you" is used in this Agreement (other than in
this Section 21), such word shall be deemed to refer to such Affiliate in lieu
of you. In the event that such Affiliate is so substituted as a purchaser
hereunder and such Affiliate thereafter transfers to you all of the Notes then
held by such Affiliate, upon receipt by the Company of notice of such transfer,
wherever the word "you" is used in this Agreement (other than in this
Section 21), such word shall no longer be deemed to refer to such Affiliate, but
shall refer to you, and you shall have all the rights of an original holder of
the Notes under this Agreement.

22. MISCELLANEOUS

22.1. SUCCESSORS AND ASSIGNS.

All covenants and other agreements contained in this Agreement by or
on behalf of any of the parties hereto bind and inure to the benefit of their
respective successors and assigns (including, without limitation, any subsequent
holder of a Note) whether so expressed or not.

22.2. PAYMENTS DUE ON NON-BUSINESS DAYS.

Anything in this Agreement or the Notes to the contrary
notwithstanding, any payment of principal of or Make-Whole Amount or interest on
any Note that is due on a date other than a Business Day shall be made on the
next succeeding Business Day without including the additional days elapsed in
the computation of the interest payable on such next succeeding Business Day.

22.3. SEVERABILITY.

Any provision of this Agreement that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall (to the full extent permitted by law) not invalidate or
render unenforceable such provision in any other jurisdiction.

<PAGE>

22.4. CONSTRUCTION

Each covenant contained herein shall be construed (absent express
provision to the contrary) as being independent of each other covenant contained
herein, so that compliance with any one covenant shall not (absent such an
express contrary provision) be deemed to excuse compliance with any other
covenant. Where any provision herein refers to action to be taken by any
Person, or which such Person is prohibited from taking, such provision shall be
applicable whether such action is taken directly or indirectly by such Person.

22.5. COUNTERPARTS.

This Agreement may be executed in any number of counterparts, each of
which shall be an original but all of which together shall constitute one
instrument. Each counterpart may consist of a number of copies hereof, each
signed by less than all, but together signed by all, of the parties hereto.

22.6. GOVERNING LAW.

This Agreement shall be construed and enforced in accordance with, and
the rights of the parties shall be governed by, the law of the State of Illinois
excluding choice-of-law principles of the law of such State that would require
the application of the laws of a jurisdiction other than such State.

* * * * *

<PAGE>

If you are in agreement with the foregoing, please sign the form of
agreement on the accompanying counterpart of this Agreement and return it to the
Company, whereupon the foregoing shall become a binding agreement between you
and the Company.

Very truly yours,

NORTHWEST PIPE COMPANY

By: /s/ Brian W. Dunham
--------------------
Name: Brian W. Dunham
Title: President

<PAGE>

The foregoing is agreed to as of the date thereof.

ALLSTATE LIFE INSURANCE
COMPANY

By: /s/ Charles D. Mires
---------------------
Name: Charles D. Mires

By: /s/ Patricia W. Wilson
----------------------
Name: Patricia W. Wilson
Authorized Signatories

UNITED OF OMAHA LIFE
INSURANCE COMPANY

By: /s/ Edwin H. Garrison, Jr.
---------------------------
Name: Edwin H. Garrison, Jr.
Title: First Vice President

COMPANION LIFE INSURANCE COMPANY

By: /s/ Edwin H. Garrison, Jr.
---------------------------
Name: Edwin H. Garrison, Jr.
Title: Assistant Treasurer

By: /s/ Jeffry F. Sailer
---------------------------
Name: Jeffry F. Sailer
Title: Assistant Treasurer

NATIONWIDE LIFE INSURANCE
COMPANY

By: /s/ Edwin P. McCausland, Jr.
-----------------------------
Name: Edwin P. McCausland, Jr.
Title: Vice President

<PAGE>

Fixed-Income Securities

MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY

By: /s/ Mary Ann McCarthy
-----------------------------
Name: Mary Ann McCarthy
Title: Managing Director

CM LIFE INSURANCE COMPANY

By: /s/ Mary Ann McCarthy
-----------------------------
Name: Mary Ann McCarthy
Title: Investment Officer

MML BAY STATE LIFE INSURANCE COMPANY

By: /s/ Mary Ann McCarthy
-----------------------------
Name: Mary Ann McCarthy
Title: Investment Officer

<PAGE>

CONFORMED COPY

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
Principal Amount of
Notes to be Purchased
----------------------
Name of Purchaser Series A Series B
- ----------------- -------- --------
<S> <C> <C>
ALLSTATE LIFE INSURANCE COMPANY $5,000,000
$5,000,000
$5,000,000
(1) All payments by Federal Funds wire
transfer of immediately available funds,
identifying the name of Issuer, the Private
Placement Number preceded by "DPP"
and the payment as principal, interest or
premium, in the format as follows:

BBK = Harris Trust and Savings Bank
ABA #071000288
BNF = Allstate Life Insurance Company
Collection Account #168-117-0
ORG = Northwest Pipe Company
OBI = DPP (PPN: 667746 a# 8)
Payment Due Date (MM/DD/YY)
P_____ (Enter "P" and amount of principal
being remitted, for example, P5000000.00)
I_____ (Enter "I" and amount of interest
being remitted, for example, I225000.00)

(2) All notices of scheduled payments and written
confirmations of such wire transfer to be sent to:

Allstate Insurance Company
Investment Operations-Private Placements
3075 Sanders Road, STE G4A
Northbrook, IL 60062-7127
Telephone: (847) 402-2769
Telecopy: (847) 326-5040

Schedule A

<PAGE>

(3) Securities to be delivered to:

Citibank, Federal Savings Bank
200 South Wacker
32nd Floor, Zone 5
Chicago, IL 60606
Attention: Ellen Lorden
For Allstate Life Insurance Company/
Safekeeping Account No. 846627

(4) All financial reports, compliance certificates
and all other written communications,
including notice of prepayments, to be sent to:

Allstate Life Insurance Company
Private Placements Department
3075 Sanders Road, STE. G3A
Northbrook, IL 60062-7127
Telephone: (847) 402-4394
Telecopy: (847) 402-3092

Tax ID # 36-2554642
</TABLE>

Schedule A

<PAGE>

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
Principal Amount of
Notes to be Purchased
----------------------
Name of Purchaser Series A Series B
- ----------------- -------- --------
<S> <C> <C>

UNITED OF OMAHA LIFE $8,000,000
INSURANCE COMPANY

(1) All payments by Federal Funds wire
transfer of immediately available funds to:

Chase Manhattan Bank
ABA #021000021
Private Income Processing

For credit to:
United of Omaha Life Insurance Company
Account # 900-9000200
a/c: G07097
Cusip/PPN: 667746 A#8
Interest Amount:
Principal Amount:

(2) Address for delivery of Notes:

The Chase Manhattan Bank
North America Insurance - 6th Floor
Attn: Ann Marie Mazza
3 Chase Metrotech Center
Brooklyn, NY 11245

(3) Address for all notices in respect of payment of Principal
and Interest, Corporate Actions, and Reorganization
Notifications:

The Chase Manhattan Bank
4 New York Plaza - 13th Floor
New York, NY 10004
Attn: Income Processing - J. Pipperato
a/c: G07097

Schedule A

<PAGE>

(4) Address for all other communications (i.e.: Quarterly/Annual
reports, Tax filings, Modifications, Waivers regarding the
indenture):

United of Omaha Life Insurance Company
4 - Investment Loan Administration
Mutual of Omaha Plaza
Omaha, NE 68175-1011

Tax ID # 47-0322111
</TABLE>

Schedule A

<PAGE>

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
Principal Amount of
Notes to be Purchased
-----------------------
Name of Purchaser Series A Series B
- ----------------- -------- ----------
<S> <C> <C>
COMPANION LIFE INSURANCE COMPANY $2,000,000

Nominee Name in which Notes are to be issued: HARE & CO.

(1) All payments by Federal Funds wire transfer
of immediately available funds to:

Companion Life Insurance Company
c/o The Bank of New York
ABA #021000018
Acct. #111566 Income Collection
Attention: P & I Department
For payment on: 6.91% Series B Note due
April 1, 2008 of Northwest Pipe Company
Interest Amount:
Principal Amount:
Payable Date:
CLICO

(2) Address for delivery of Notes:

Bank of New York
Trust Department, 4th Floor
Attention: Victoria Scimeca
Custodian Account #068-310
123 Main Street
White Plains, New York 10602

(3) Address for all notices in respect of payment:

Companion Life Insurance Company
Attention: Investment Accounting
Mutual of Omaha Plaza
Omaha, Nebraska 68175

Schedule A

<PAGE>

with duplicate notice to:

Companion Life Insurance Company
Attention: Financial Division
401 Theodore Fremd Avenue
Rye, New York 10580-1493

(4) Address for all other communications

Companion Life Insurance Company
Attention: Investment Division
Mutual of Omaha Plaza
Omaha, Nebraska 68175

with duplicate notice to:

Companion Life Insurance Company
Attention: Financial Division
401 Theodore Fremd Avenue
Rye, New York 10580-1493

HARE & CO. Tax ID # 13-6062916
</TABLE>

Schedule A

<PAGE>

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
Principal Amount of
Notes to be Purchased
-----------------------
Name of Purchaser Series A Series B
- ----------------- -------- ----------
<S> <C> <C>
NATIONWIDE LIFE INSURANCE COMPANY $10,000,000

(1) All payments by Federal Funds wire transfer
of immediately available funds to:

The Bank of New York
ABA #021-000-018
BNF: IOC566
F/A/O Nationwide Life Insurance Company
Attn: P&I Department
PPN# 667746 A@ 0
Security Description: _________________

with sufficient information to identify the
source and application of such funds

(2) Notices related to payments:

Nationwide Life Insurance Company
c/o The Bank of New York
P.O. Box 19266
Attn: P&I Department
Newark, NJ 07195

with a copy to:

Nationwide Life Insurance Company
Attn: Investment Accounting
One Nationwide Plaza (1-32-05)
Columbus, Ohio 43215-22200

(3) All other communications:

Nationwide Life Insurance Company
One Nationwide Plaza (1-33-07)

Schedule A

<PAGE>

Columbus, Ohio 43215-2220
Attn: Corporate Fixed-Income Securities

(4) Deliver original Note to:

The Bank of New York
One Wall Street
3rd Floor - Window A
New York, NY 10286
F/A/O Nationwide Life Insurance Co. Acct# 267829

Tax ID # 31-4156830
</TABLE>

Schedule A

<PAGE>

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
Principal Amount of
Notes to be Purchased
-----------------------
Name of Purchaser Series A Series B
- ----------------- -------- ----------
<S> <C> <C>
MASSACHUSETTS MUTUAL LIFE $3,000,000
INSURANCE COMPANY

(1) All payments by Federal Funds wire transfer of
immediately available funds (identifying each
payment as Northwest Pipe Company 6.91%
Series B Senior Notes due 2008, interest and
principal)to:

Citibank, N.A.
111 Wall Street
New York, NY 10043
ABA No. 021000089
For MassMutual Long Term Pool
Account No. 4067-3488
Re: Description of security, principal and
interest split

(2) Notices related to payments:

Telephone advice of payment to the Securities Custody and Collection
Department of Massachusetts Mutual Life Insurance Company at (413)
744-3878

and
Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Attn: Securities Custody and
Collection Department - F 381

(3) All other communications:

Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Attn: Securities Investment Division

Tax ID # 04-1590850
</TABLE>

Schedule A

<PAGE>

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

(1) All payments by Federal Funds wire transfer of
immediately available funds (identifying each
payment as Northwest Pipe Company 6.91%
Series B Senior Notes due 2008, interest and
principal)to:

Chase Manhattan Bank, N.A.
4 Chase MetroTech Center
New York, NY 10081
ABA No. 021000021
For MassMutual IFM Non-Traditional
Account No. 910-2509073
Re: Description of security, principal and interest split

(2) Notices related to payments:

Telephone advice of payment to the Securities Custody and Collection
Department of Massachusetts Mutual Life Insurance Company at
(413) 744-3878

and

Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Attn: Securities Custody and
Collection Department - F 381

(3) All other communications:

Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Attn: Securities Investment Division

Tax ID # 04-1590850
</TABLE>

Schedule A

<PAGE>

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
Principal Amount of
Notes to be Purchased
-----------------------
Name of Purchaser Series A Series B
- ----------------- -------- ----------
<S> <C> <C>
MML BAY STATE LIFE INSURANCE $500,000
COMPANY

(1) All payments by Federal Funds wire transfer of
immediately available funds (identifying each
payment as Northwest Pipe Company 6.91%
Series B Senior Notes due 2008, interest and principal)to:

Chase Manhattan Bank, N.A.
4 Chase MetroTech Center
New York, NY 10081
ABA No. 021000021
For MML Bay State
Account No. 910-2481026
Re: Description of security, principal and interest split

(2) Notices related to payments:

Telephone advice of payment to the Securities Custody and Collection
Department of Massachusetts Mutual Life Insurance Company at
(413) 744-3878

and

MML Bay State Insurance Company
c/o Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Attn: Securities Custody and
Collection Department - F 381

(3) All other communications:

MML Bay State Insurance Company
c/o Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Attn: Securities Investment Division

Tax ID # 43-0581430
</TABLE>

Schedule A

<PAGE>

SCHEDULE A

INFORMATION RELATING TO PURCHASERS

<TABLE>
<CAPTION>
Principal Amount of
Notes to be Purchased
-----------------------
Name of Purchaser Series A Series B
- ----------------- -------- ----------
<S> <C> <C>
CM LIFE INSURANCE COMPANY $500,000

(1) All payments by Federal Funds wire transfer of immediately available funds
to:

Citibank, N.A.
111 Wall Street
New York, NY 10043
ABA No. 021000089
For Segment 43 - Universal Life
Account No. 4068-6561
Re: Description of security, principal and interest split

Identifying each payment as Northwest Pipe Company 6.87% Senior Note,
interest and principal

(2) Notices related to payments:

Telephone advice of payment to the Securities Custody and Collection
Department of Massachusetts Mutual Life Insurance Company at
(413) 744-3878

and

Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Attn: Securities Custody and
Collection Department - F 381

(3) All other communications:

CM Life Insurance Company
c/o Massachusetts Mutual Life Insurance Company
1295 State Street
Springfield, MA 01111
Attn: Securities Investment Division

Tax ID # 06-1041383
</TABLE>

Schedule A

<PAGE>

SCHEDULE B

DEFINED TERMS

As used herein, the following terms have the respective meanings set
forth below or set forth in the Section hereof following such term:

"AFFILIATE" means, at any time, and with respect to any Person, (a)
any other Person that at such time directly or indirectly through one or more
intermediaries Controls, or is Controlled by, or is under common Control with,
such first Person, (b) any Person beneficially owning or holding, directly or
indirectly, 10% or more of any class of voting or equity interests of the
Company or any Subsidiary or any corporation of which the Company and its
Subsidiaries beneficially own or hold, in the aggregate, directly or indirectly,
10% or more of any class of voting or equity interests and (c) any officer or
director of such Person. As used in this definition, "CONTROL" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a Person, whether through the
ownership of voting securities, by contract or otherwise. Unless the context
otherwise clearly requires, any reference to an "Affiliate" is a reference to an
Affiliate of the Company.

"BUSINESS DAY" means (a) for the purposes of Section 8.6 only, any day
other than a Saturday, a Sunday or a day on which commercial banks in New York
City are required or authorized to be closed, and (b) for the purposes of any
other provision of this Agreement, any day other than a Saturday, a Sunday or a
day on which commercial banks in Chicago, Illinois or Portland, Oregon are
required or authorized to be closed.

"CAPITAL LEASE" means, at any time, a lease with respect to which the
lessee is required concurrently to recognize the acquisition of an asset and the
incurrence of a liability in accordance with GAAP.

"CLOSING" is defined in Section 3.

"CODE" means the Internal Revenue Code of 1986, as amended from time
to time, and the rules and regulations promulgated thereunder from time to time.

"COMPANY" means Northwest Pipe Company, an Oregon corporation.

"CONFIDENTIAL INFORMATION" is defined in Section 20.

"CONSOLIDATED INDEBTEDNESS" means Indebtedness of the Company and its
Restricted Subsidiaries determined on a consolidated basis in accordance with
GAAP.

"CONSOLIDATED NET INCOME" means, for any period, the net income (or
deficit) of the Company and its Restricted Subsidiaries for such period,
determined on a consolidated basis in accordance with GAAP, but excluding in any
event (a) net losses or undistributed net income of any Person (other than a
Restricted Subsidiary) in which the Company has an ownership interest; (b) net
losses or undistributed net income of any Restricted Subsidiary accrued prior to

<PAGE>

the date it became a Restricted Subsidiary; (c) gains or net losses (net of any
tax effect) resulting from the sale of any capital assets other than in the
ordinary course of business; (d) extraordinary, unusual, or nonrecurring gains
or losses; (e) gains resulting from the write-up of assets; (f) earnings of any
Subsidiary unavailable for payment to the Company; and (g) proceeds of any life
insurance policy.

"CONSOLIDATED NET WORTH" means consolidated stockholders' equity of
the Company and its Restricted Subsidiaries determined in accordance with GAAP
less the amount by which Restricted Investments made after the Closing exceed
10% of Consolidated Net Worth.

"CONSOLIDATED TOTAL CAPITALIZATION" means the sum of Consolidated
Indebtedness and Consolidated Net Worth.

"DEFAULT" means an event or condition the occurrence or existence of
which would, with the lapse of time or the giving of notice or both, become an
Event of Default.

"DEFAULT RATE" means that rate of interest that is the greater of
(i) 2.0% per annum above the rate of interest stated in clause (a) of the first
paragraph of the Series A Notes or the Series B Notes, as the case may be, or
(ii) 2.0% over the rate of interest publicly announced by Bank America National
Trust & Savings Association in Chicago, Illinois as its "base" or "prime" rate.

"ENVIRONMENTAL LAWS" means any and all Federal, state, local, and
foreign statutes, laws, regulations, ordinances, rules, judgments, orders,
decrees, permits, concessions, grants, franchises, licenses, agreements or
governmental restrictions relating to pollution and the protection of the
environment or the release of any materials into the environment, including but
not limited to those related to hazardous substances or wastes, air emissions
and discharges to waste or public systems.

"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended from time to time, and the rules and regulations promulgated thereunder
from time to time in effect.

"ERISA AFFILIATE" means any trade or business (whether or not
incorporated) that is treated as a single employer together with the Company
under section 414 of the Code.

"EVENT OF DEFAULT" is defined in Section 11.

"EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

"GAAP" means generally accepted accounting principles as in effect
from time to time in the United States of America.

<PAGE>

"GOVERNMENTAL AUTHORITY" means

(a) the government of

(i) the United States of America or any State or other political
subdivision thereof, or

(ii) any jurisdiction in which the Company or any Subsidiary
conducts all or any part of its business, or which asserts
jurisdiction over any properties of the Company or any Subsidiary, or

(b) any entity exercising executive, legislative, judicial,
regulatory or administrative functions of, or pertaining to, any such
government.

"GUARANTY" means, with respect to any Person, any obligation (except
the endorsement in the ordinary course of business of negotiable instruments for
deposit or collection) of such Person guaranteeing or in effect guaranteeing any
indebtedness, dividend or other obligation of any other Person in any manner,
whether directly or indirectly, including (without limitation) obligations
incurred through an agreement, contingent or otherwise, by such Person:

(a) to purchase such indebtedness or obligation or any property
constituting security therefor;

(b) to advance or supply funds (i) for the purchase or payment of
such indebtedness or obligation, or (ii) to maintain any working capital or
other balance sheet condition or any income statement condition of any
other Person or otherwise to advance or make available funds for the
purchase or payment of such indebtedness or obligation;

(c) to lease properties or to purchase properties or services
primarily for the purpose of assuring the owner of such indebtedness or
obligation of the ability of any other Person to make payment of the
indebtedness or obligation; or

(d) otherwise to assure the owner of such indebtedness or obligation
against loss in respect thereof.

In any computation of the indebtedness or other liabilities of the obligor under
any Guaranty, the indebtedness or other obligations that are the subject of such
Guaranty shall be assumed to be direct obligations of such obligor.

"HAZARDOUS MATERIAL" means any and all pollutants, toxic or hazardous
wastes or any other substances that might pose a hazard to health or safety, the
removal of which may be required or the generation, manufacture, refining,
production, processing, treatment, storage, handling, transportation, transfer,
use, disposal, release, discharge, spillage, seepage, or filtration of which is
or shall be restricted, prohibited or penalized by any applicable law
(including,

<PAGE>

without limitation, asbestos, urea formaldehyde foam insulation and
polycholorinated biphenyls).

"HOLDER" means, with respect to any Note, the Person in whose name
such Note is registered in the register maintained by the Company pursuant to
Section 13.1.

"INDEBTEDNESS" with respect to any Person means, at any time, without
duplication,

(a) its liabilities for borrowed money and its redemption obligations
in respect of mandatorily redeemable Preferred Stock;

(b) its liabilities for the deferred purchase price of property
acquired by such Person (excluding accounts payable arising in the ordinary
course of business but including all liabilities created or arising under
any conditional sale or other title retention agreement with respect to any
such property);

(d) all liabilities for borrowed money secured by any Lien with
respect to any property owned by such Person (whether or not it has assumed
or otherwise become liable for such liabilities); and

(e) all its liabilities in respect of letters of credit or
instruments serving a similar function issued or accepted for its account
by banks and other financial institutions (whether or not representing
obligations for borrowed money);

(f) Swaps of such Person; and

(g) any Guaranty of such Person with respect to liabilities of a type
described in any of clauses (a) through (f) hereof.

Indebtedness of any Person shall include all obligations of such Person of the
character described in clauses (a) through (g) to the extent such Person remains
legally liable in respect thereof notwithstanding that any such obligation is
deemed to be extinguished under GAAP.

"INSTITUTIONAL INVESTOR" means (a) any original purchaser of a Note
and (b) any bank, trust company, savings and loan association or other financial
institution, any pension plan, any investment company, any insurance company,
any broker or dealer, or any other similar financial institution or entity,
regardless of legal form.

"INVESTMENT" means any investment made, in cash or by delivery of
property, directly or indirectly, by any Person, in (i) any other Person,
whether by acquisition of capital stock, Indebtedness, or other obligations or
securities or by loan, advance, capital contribution

<PAGE>

or otherwise or (ii) any property.

"LIEN" means, with respect to any Person, any mortgage, lien, pledge,
charge, security interest or other encumbrance, or any interest or title of any
vendor, lessor, lender or other secured party to or of such Person under any
conditional sale or other title retention agreement or Capital Lease, upon or
with respect to any property or asset of such Person (including in the case of
stock, stockholder agreements, voting trust agreements and all similar
arrangements).

"MAKE-WHOLE AMOUNT" is defined in Section 8.6.

"MATERIAL" means material in relation to the business, operations,
affairs, financial condition, assets, properties, or prospects of the Company
and its Restricted Subsidiaries taken as a whole.

"MATERIAL ADVERSE EFFECT" means a material adverse effect on (a) the
business, operations, affairs, financial condition, assets or properties of the
Company and its Restricted Subsidiaries taken as a whole, or (b) the ability of
the Company to perform its obligations under this Agreement and the Notes, or
(c) the validity or enforceability of this Agreement or the Notes.

"MEMORANDUM" is defined in Section 5.3.

"MULTIEMPLOYER PLAN" means any Plan that is a "multiemployer plan" (as
such term is defined in section 4001(a)(3) of ERISA).

"NOTES" is defined in Section 1.

"OFFICER'S CERTIFICATE" means a certificate of a Senior Financial
Officer or of any other officer of the Company whose responsibilities extend to
the subject matter of such certificate.

"PBGC" means the Pension Benefit Guaranty Corporation referred to and
defined in ERISA or any successor thereto.

"PERSON" means an individual, partnership, corporation, limited
liability company, association, trust, unincorporated organization, or a
government or agency or political subdivision thereof.

"PLAN" means an "employee benefit plan" (as defined in section 3(3) of
ERISA) that is or, within the preceding five years, has been established or
maintained, or to which contributions are or, within the preceding five years,
have been made or required to be made, by the Company or any ERISA Affiliate or
with respect to which the Company or any ERISA Affiliate may have any liability.

<PAGE>

"PREFERRED STOCK" means any class of capital stock of a corporation
that is preferred over any other class of capital stock of such corporation as
to the payment of dividends or the payment of any amount upon liquidation or
dissolution of such corporation.

"PRIORITY DEBT" means, at any time, the sum, without duplication, of
(i) Indebtedness of Restricted Subsidiaries, (ii) outstanding Indebtedness of
the Company guaranteed by a Restricted Subsidiary and (iii) the aggregate amount
of Consolidated Indebtedness secured by Liens, other than Liens permitted under
Section 10.3 (a) through (j).

"PROPERTY" or "PROPERTIES" means, unless otherwise specifically
limited, real or personal property of any kind, tangible or intangible, choate
or inchoate.

"PURCHASER" is defined in Section 1.

"QPAM EXEMPTION" means Prohibited Transaction Class Exemption 84-14
issued by the United States Department of Labor.

"REQUIRED HOLDERS" means, at any time, the holders of at least 51% in
principal amount of the Notes at the time outstanding (exclusive of Notes then
owned by the Company or any of its Affiliates).

"RESPONSIBLE OFFICER" means any Senior Financial Officer and any other
officer of the Company with responsibility for the administration of the
relevant portion of this agreement.

"RESTRICTED INVESTMENTS" means all Investments except:

(a) Investments in Restricted Subsidiaries;

(b) Investments in a Person that, as a result thereof, becomes a
Restricted Subsidiary;

(c) Investments in current assets (as determined in accordance with
GAAP) arising from the sale of goods and services in the ordinary course of
business;

(d) Investments in property to be used in the ordinary course of
business;

(d) Investments in:

(i) obligations of or fully guaranteed by the United States of
America or an agency thereof maturing within three years from the date
of acquisition;

(ii) municipal securities maturing within three years, which are
rated in one of the top two rating classifications by at least one
rating agency of

<PAGE>

recognized national standing;

(iii) certificates of deposit, EuroDollar deposits or
banker's acceptances maturing within one year from the date of
acquisition issued by commercial banks, which are rated in one of the
top two rating classifications by at least one rating agency of
recognized national standing;

(iv) commercial paper maturing within 270 days, which is rated
in one of the top two rating classifications by at least one rating
agency of recognized national standing; and

(v) money market instrument programs that are classified as
current assets in accordance with GAAP; and

(e) Investments existing as of the date of Closing that are listed in
the attached Schedule B-1.

"RESTRICTED SUBSIDIARY" means any Subsidiary (a) of which more than
50% of the voting securities are owned by the Company and/or one or more
Wholly-Owned Restricted Subsidiaries; (b) that is organized under the laws of
the United States; (c) that maintains substantially all of its assets and
conducts substantially all of its business within the United States, Canada
or Mexico; (d) that the Company has designated a Restricted Subsidiary by
notice in writing given to the holders of the Notes and (e) that the Company
has not designated as a Restricted Subsidiary more than once previously or as
an Unrestricted Subsidiary more than once previously.

"SECURITIES ACT" means the Securities Act of 1933, as amended from
time to time.

"SENIOR FINANCIAL OFFICER" means the chief financial officer,
principal accounting officer, treasurer or comptroller of the Company.

"SUBSIDIARY" means, as to any Person, any corporation, association or
other business entity in which such Person or one or more of its Subsidiaries or
such Person and one or more of its Subsidiaries owns sufficient equity or voting
interests to enable it or them (as a group) ordinarily, in the absence of
contingencies, to elect a majority of the directors (or Persons performing
similar functions) of such entity, and any partnership or joint venture if more
than a 50% interest in the profits or capital thereof is owned by such Person or
one or more of its Subsidiaries or such Person and one or more of its
Subsidiaries (unless such partnership can and does ordinarily take major
business actions without the prior approval of such Person or one or more of its
Subsidiaries). Unless the context otherwise clearly requires, any reference to
a "Subsidiary" is a reference to a Subsidiary of the Company.

"SWAPS" means, with respect to any Person, payment obligations with
respect to interest rate swaps, currency swaps and similar obligations
obligating such Person to make

<PAGE>

payments, whether periodically or upon the happening of a contingency. For
the purposes of this Agreement, the amount of the obligation under any Swap
shall be the amount determined in respect thereof as of the end of the then
most recently ended fiscal quarter of such Person, based on the assumption
that such Swap had terminated at the end of such fiscal quarter, and in
making such determination, if any agreement relating to such Swap provides
for the netting of amounts payable by and to such Person thereunder or if any
such agreement provides for the simultaneous payment of amounts by and to
such Person, then in each such case, the amount of such obligation shall be
the net amount so determined.

"UNRESTRICTED SUBSIDIARY" means any Subsidiary not designated a
Restricted Subsidiary.

"WHOLLY-OWNED SUBSIDIARY" means, at any time, any Subsidiary one
hundred percent (100%) of all of the equity interests (except directors'
qualifying shares) and voting interests of which are owned by any one or more of
the Company and the Company's other Wholly-Owned Subsidiaries at such time.

<PAGE>

EXHIBIT 1(a)

[FORM OF NOTE]

NORTHWEST PIPE COMPANY

6.63% SERIES A SENIOR NOTE DUE APRIL 1, 2005

No. [_____] [Date]
$[_______] PPN 667746 A@0

FOR VALUE RECEIVED, the undersigned, NORTHWEST PIPE COMPANY (herein
called the "Company"), a corporation organized and existing under the laws of
the State of Oregon, hereby promises to pay to [_________________], or
registered assigns, the principal sum of [_____________________] DOLLARS on
April 1, 2005, with interest (computed on the basis of a 360-day year of
twelve 30-day months) (a) on the unpaid balance thereof at the rate of 6.63%
per annum from the date hereof, payable semiannually, on April 1 and October
1 in each year, commencing with the April 1 or October 1 next succeeding the
date hereof, until the principal hereof shall have become due and payable,
and (b) to the extent permitted by law on any overdue payment (including any
overdue prepayment) of principal, any overdue payment of interest and any
overdue payment of any Make-Whole Amount (as defined in the Note Purchase
Agreements referred to below), payable semiannually as aforesaid (or, at the
option of the registered holder hereof, on demand), at a rate per annum from
time to time equal to the greater of (i) 8.63% or (ii) 2.0% over the rate of
interest publicly announced by Bank of America National Trust & Savings
Association from time to time in Chicago, Illinois as its "base" or "prime"
rate.

Payments of principal of, interest on and any Make-Whole Amount with
respect to this Note are to be made in lawful money of the United States of
America at the principal office of the Company or at such other place as the
Company shall have designated by written notice to the holder of this Note as
provided in the Note Purchase Agreements referred to below.

This Note is one of a series of Senior Notes (herein called the
"Notes") issued pursuant to separate Note Purchase Agreements, dated as of
April 1, 1998 (as from time to time amended, the "Note Purchase Agreements"),
between the Company and the respective Purchasers named therein and is
entitled to the benefits thereof. Each holder of this Note will be deemed,
by its acceptance hereof, (i) to have agreed to the confidentiality
provisions set forth in Section 20 of the Note Purchase Agreements and
(ii) to have made the representation set forth in Section 6.2 of the Note
Purchase Agreements.

Exhibit 1(a)

<PAGE>

This Note is a registered Note and, as provided in the Note Purchase
Agreements, upon surrender of this Note for registration of transfer, duly
endorsed, or accompanied by a written instrument of transfer duly executed, by
the registered holder hereof or such holder's attorney duly authorized in
writing, a new Note for a like principal amount will be issued to, and
registered in the name of, the transferee. Prior to due presentment for
registration of transfer, the Company may treat the person in whose name this
Note is registered as the owner hereof for the purpose of receiving payment and
for all other purposes, and the Company will not be affected by any notice to
the contrary.

The Company will make required prepayments of principal on the dates
and in the amounts specified in the Note Purchase Agreements. This Note also is
subject to optional prepayment, in whole or from time to time in part, at the
times and on the terms specified in the Note Purchase Agreements, but not
otherwise.

If an Event of Default, as defined in the Note Purchase Agreements,
occurs and is continuing, the principal of this Note may be declared or
otherwise become due and payable in the manner, at the price (including any
applicable Make-Whole Amount) and with the effect provided in the Note Purchase
Agreements.

This Note and the Note Purchase Agreement are governed and construed
in accordance with the substantive laws of the State of Illinois.

NORTHWEST PIPE COMPANY

By: _______________________________________
Name: _____________________________________
Title: ____________________________________

_________________________________

Exhibit 1(a)

<PAGE>

EXHIBIT 1(b)

[FORM OF NOTE]

NORTHWEST PIPE COMPANY

6.91% SERIES B SENIOR NOTE DUE APRIL 1, 2008

No. [_____] [Date]
$[_______] PPN667746 A# 8

FOR VALUE RECEIVED, the undersigned, NORTHWEST PIPE COMPANY (herein
called the "Company"), a corporation organized and existing under the laws of
the State of Oregon, hereby promises to pay to [___________________], or
registered assigns, the principal sum of [_____________________] DOLLARS on
April 1, 2008, with interest (computed on the basis of a 360-day year of
twelve 30-day months) (a) on the unpaid balance thereof at the rate of 6.91%
per annum from the date hereof, payable semiannually, on April 1 and October
1 in each year, commencing with the April 1 or October 1 next succeeding the
date hereof, until the principal hereof shall have become due and payable,
and (b) to the extent permitted by law on any overdue payment (including any
overdue prepayment) of principal, any overdue payment of interest and any
overdue payment of any Make-Whole Amount (as defined in the Note Purchase
Agreements referred to below), payable semiannually as aforesaid (or, at the
option of the registered holder hereof, on demand), at a rate per annum from
time to time equal to the greater of (i) 8.91% or (ii) 2.0% over the rate of
interest publicly announced by Bank of America National Trust & Savings
Association from time to time in Chicago, Illinois as its "base" or "prime"
rate.

Exhibit 1(b)

<PAGE>

This Note and the Note Purchase Agreement are governed and construed
in accordance with the substantive laws of the State of Illinois.

NORTHWEST PIPE COMPANY

By: __________________________________
Name: ________________________________
Title: _______________________________

________________________________

Exhibit 1(b)

<PAGE>

EXHIBIT 4.4(a)

FORM OF OPINION OF COUNSEL
TO THE COMPANY

The opinion of Ater Wynne Hewitt Dodson & Skerritt, LLP, of the Company,
shall be to the effect that:

1. Each of the Company and each Subsidiary incorporated under the laws of
the United States or any state thereof, including the District of Columbia, is a
corporation duly incorporated, validly existing in good standing under the laws
of the state of its incorporation, and each has all requisite corporate power
and authority to own and operate its properties, to carry on its business as now
conducted, and, in the case of the Company, to enter into and perform the Note
Purchase Agreement and to issue and sell the Notes.

2. Each of the Company and each Subsidiary is duly qualified or licensed
and in good standing as a foreign corporation authorized to do business in each
jurisdiction where the nature of its or their businesses or the character of its
or their properties makes such qualification or licensing necessary, except
where such failure to be so qualified or licensed would not have a Material
Adverse Effect.

3. The Note Purchase Agreement and the Notes have been duly authorized by
proper corporate action on the part of the Company, have been duly executed and
delivered by an authorized officer of the Company, constitute the legal, valid
and binding agreements of the Company, and are enforceable in accordance with
their terms, except to the extent that enforcement thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of
general application relating to or affecting the enforcement of the rights of
creditors or by equitable principles, regardless of whether enforcement is
sought in a proceeding in equity or at law.

4. The offering, sale and delivery of the Notes do not require the
registration of the Notes under the Securities Act of 1933, as amended, or the
qualification of an indenture under the Trust Indenture Act of 1939, as amended.

5. No authorization, approval or consent of, and no designation, filing,
declaration, registration and/or qualification with, any Governmental Authority
is necessary or required in connection with the execution, delivery and
performance by the Company of the Note Purchase Agreement or the offering,
issuance and sale by the Company of the Notes.

6. The issuance and sale of the Notes by the Company, the performance of
the terms and conditions of the Notes and the Note Purchase Agreement and the
execution and delivery of the Note Purchase Agreement do not conflict with, or
result in any breach or violation of any of the provisions of, or constitute a
default under, or result in the creation or imposition of any Lien on, the
property of the Company or any Subsidiary pursuant to the provisions of (i) the
charter or by-laws, each as amended, of the Company or any Subsidiary, (ii) any
loan agreement or evidence of Indebtedness known to such counsel to which the
Company or any Subsidiary is a

Exhibit 4.4(a)

<PAGE>

party or by which any of them or their property is bound or may be affected,
(iii) any other agreement or instrument known to such counsel to which the
Company or any Subsidiary is a party or by which any of them or their
property is bound or may be affected, (iv) any law (including usury laws) or
regulation applicable to the Company, or (v) any order, writ, injunction or
decree known to such counsel of any court or Governmental Authority
applicable to the Company or any Subsidiary.

7. All of the issued and outstanding shares of capital stock of each
Subsidiary incorporated in the United States or any state thereof, including
the District of Columbia, have been duly and validly issued, are fully paid
and nonassessable and are owned of record by the Company free and clear of
any perfected pledge or, to the knowledge of such counsel, any other
perfected Lien.

8. There are no actions, suits or proceedings pending, or, to such
counsel's knowledge, threatened against, or affecting the Company or any
Subsidiary, at law or in equity or before or by any Governmental Authority,
that are likely to result, individually or in the aggregate, in a Material
Adverse Effect.

9. Neither the Company nor any Subsidiary is (i) a "public utility
company" or a "holding company," or an "affiliate" or a "subsidiary company" of
a "holding company," or an "affiliate" of such a "subsidiary company," as such
terms are defined in the Public Utility Holding Company Act of 1935, as amended
(the "1935 Act"), (ii) a "public utility" as defined in the Federal Power Act,
as amended, or (iii) an "investment company" or an "affiliated person" thereof,
as such terms are defined in the Investment Company Act of 1940, as amended (the
"1940 Act").

10. The issuance of the Notes and the intended use of the proceeds of the
sale of the Notes do not violate or conflict with Regulation G, T or X of the
Board of Governors of the Federal Reserve System.

The opinion of Ater Wynne Hewitt Dodson & Skerritt, LLP shall cover such other
matters relating to the sale of the Notes as the Purchasers may reasonably
request. With respect to matters of fact on which such opinion is based, such
counsel shall be entitled to rely on appropriate certificates of public
officials and officers of the Company and with respect to matters governed by
the laws of any jurisdiction other than the United States of America, the
Delaware General Corporation Law and the laws of the State of Oregon, such
counsel may rely upon the opinions of counsel deemed (and stated in their
opinion to be deemed) by him or her to be competent and reliable.

Exhibit 4.4(a)

<PAGE>

EXHIBIT 4.4(b)

FORM OF OPINION OF SPECIAL COUNSEL
TO THE PURCHASERS

The opinion of Gardner, Carton & Douglas, special counsel to the
Purchasers, shall be to the effect that:

1. The Company is a corporation organized and validly existing in good
standing under the laws of the State of its incorporation, with all requisite
corporate power and authority to enter into the Agreement and to issue and sell
the Notes.

2. The Agreement and the Notes have been duly authorized by proper
corporate action on the part of the Company, have been duly executed and
delivered by an authorized officer of the Company, and constitute the legal,
valid and binding agreements of the Company, enforceable in accordance with
their terms, except to the extent that enforcement thereof may be limited by
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws of
general application relating to or affecting the enforcement of the rights of
creditors or by equitable principles, regardless of whether enforcement is
sought in a proceeding in equity or at law.

3. Based upon the representations set forth in the Agreement, the
offering, sale and delivery of the Notes do not require the registration of the
Notes under the Securities Act of 1933, as amended, nor the qualification of an
indenture under the Trust Indenture Act of 1939, as amended.

4. The issuance and sale of the Notes and compliance with the terms and
provisions of the Notes and the Agreement will not conflict with or result in
any breach of any of the provisions of the Certificate or Articles of
Incorporation or By-Laws of the Company.

5. No approval, consent or withholding of objection on the part of, or
filing, registration or qualification with, any governmental body, Federal or
state, is necessary in connection with the execution and delivery of the Note
Purchase Agreement or the Notes.

The opinion of Gardner, Carton & Douglas also shall state that the opinion of
Ater Wynne Hewitt Dodson & Skerritt, LLP, counsel to the Company, delivered to
you pursuant to the Agreement, is satisfactory in form and scope to Gardner,
Carton & Douglas, and, in its opinion, the Purchasers and it are justified in
relying thereon and shall cover such other matters relating to the sale of the
Notes as the Purchasers may reasonably request.

Exhibit 4.4(b)

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS FOUND IN THE COMPANY'S REPORT ON FORM 10-Q FOR
THE QUARTER ENDED MARCH 31, 1998, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE
TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 2,001
<SECURITIES> 0
<RECEIVABLES> 36,729
<ALLOWANCES> 1,530
<INVENTORY> 32,780
<CURRENT-ASSETS> 92,684
<PP&E> 102,844
<DEPRECIATION> 29,304
<TOTAL-ASSETS> 188,392
<CURRENT-LIABILITIES> 35,217
<BONDS> 0
0
0
<COMMON> 64
<OTHER-SE> 72,460
<TOTAL-LIABILITY-AND-EQUITY> 188,392
<SALES> 38,240
<TOTAL-REVENUES> 38,240
<CGS> 31,739
<TOTAL-COSTS> 31,739
<OTHER-EXPENSES> 3,052
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 625
<INCOME-PRETAX> 2,824
<INCOME-TAX> 1,101
<INCOME-CONTINUING> 1,723
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,723
<EPS-PRIMARY> 0.27
<EPS-DILUTED> 0.26

</TABLE>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS RESTATED EARNINGS PER SHARE AMOUNTS AND SUMMARY
FINANCIAL INFORMATION FROM THE CONSOLIDATED FINANCIAL STATEMENTS FOUND IN THE
COMPANY'S FORM 10-K FOR 1996 AND THE COMPANY'S REPORTS ON FORM 10-Q FOR THE
SECOND AND THIRD QUARTERS IN 1996, AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000

<S> <C> <C> <C>
<PERIOD-TYPE> 12-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1996 DEC-31-1996 DEC-31-1996
<PERIOD-START> JAN-01-1996 JAN-01-1996 JAN-01-1996
<PERIOD-END> DEC-31-1996 JUN-30-1996 SEP-30-1996
<CASH> 4,302 2,603 4,308
<SECURITIES> 0 0 0
<RECEIVABLES> 24,902 36,144 37,787
<ALLOWANCES> 1,680 1,312 920
<INVENTORY> 20,484 15,878 15,664
<CURRENT-ASSETS> 63,098 65,325 67,763
<PP&E> 58,907 49,392 51,403
<DEPRECIATION> 21,438 20,253 20,777
<TOTAL-ASSETS> 101,424 98,899 102,328
<CURRENT-LIABILITIES> 27,361 42,790 45,300
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 64 53 53
<OTHER-SE> 59,630 39,070 41,759
<TOTAL-LIABILITY-AND-EQUITY> 101,424 98,899 102,328
<SALES> 135,182 64,088 102,449
<TOTAL-REVENUES> 135,182 64,088 102,449
<CGS> 104,240 49,224 79,214
<TOTAL-COSTS> 104,240 49,224 79,214
<OTHER-EXPENSES> 11,530 5,065 8,229
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 2,189 852 1,597
<INCOME-PRETAX> 17,223 8,947 13,409
<INCOME-TAX> 6,819 3,579 5,363
<INCOME-CONTINUING> 10,404 5,368 8,046
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 10,404 5,368 8,046
<EPS-PRIMARY> 1.92 1.02 1.53
<EPS-DILUTED> 1.85 0.97 1.46

</TABLE>

<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS RESTATED EARNINGS PER SHARE AMOUNTS AND SUMMARY
FINANCIAL INFORMATION FROM THE CONSOLIDATED FINANCIAL STATEMENTS FOUND IN
THE COMPANY'S REPORTS ON FORM 10-Q FOR THE FIRST, SECOND AND THIRD QUARTERS
IN 1997, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<RESTATED>
<MULTIPLIER> 1,000

<S> <C> <C> <C>
<PERIOD-TYPE> 3-MOS 6-MOS 9-MOS
<FISCAL-YEAR-END> DEC-31-1997 DEC-31-1997 DEC-31-1997
<PERIOD-START> JAN-01-1997 JAN-01-1997 JAN-01-1997
<PERIOD-END> MAR-31-1997 JUN-30-1997 SEP-30-1997
<CASH> 4,199 4,730 2,172
<SECURITIES> 0 0 0
<RECEIVABLES> 30,373 21,255 28,450
<ALLOWANCES> 1,733 1,872 2,826
<INVENTORY> 24,087 24,501 22,894
<CURRENT-ASSETS> 71,322 67,530 75,469
<PP&E> 61,193 64,542 70,801
<DEPRECIATION> 22,099 22,481 23,171
<TOTAL-ASSETS> 111,293 110,958 126,793
<CURRENT-LIABILITIES> 35,313 32,776 45,809
<BONDS> 0 0 0
0 0 0
0 0 0
<COMMON> 64 64 64
<OTHER-SE> 62,056 64,982 68,309
<TOTAL-LIABILITY-AND-EQUITY> 111,293 110,958 126,793
<SALES> 37,757 75,198 114,937
<TOTAL-REVENUES> 37,757 75,198 114,937
<CGS> 30,247 59,551 90,787
<TOTAL-COSTS> 30,247 59,551 90,787
<OTHER-EXPENSES> 3,140 5,866 8,771
<LOSS-PROVISION> 0 0 0
<INTEREST-EXPENSE> 345 820 1,202
<INCOME-PRETAX> 4,025 8,961 14,177
<INCOME-TAX> 1,610 3,584 5,501
<INCOME-CONTINUING> 2,415 5,377 8,676
<DISCONTINUED> 0 0 0
<EXTRAORDINARY> 0 0 0
<CHANGES> 0 0 0
<NET-INCOME> 2,415 5,377 8,676
<EPS-PRIMARY> .38 0.84 1.35
<EPS-DILUTED> .37 0.82 1.32

</TABLE>