AMENDED AND RESTATED FINANCING AGREEMENT

 

                                                                    EXHIBIT 10.1

                    AMENDED AND RESTATED FINANCING AGREEMENT

                       THE CIT GROUP/BUSINESS CREDIT, INC.

                                   (AS LENDER)

                                       AND

                             NORTHWEST PIPE COMPANY,

                         THOMPSON PIPE AND STEEL COMPANY

                                       AND

                           THOMPSON STEEL PIPE COMPANY

                                 (AS BORROWERS)

                               DATED: MAY 31, 1996

                           TABLE OF CONTENTS

Section                                                        Page

SECTION 1.  Definitions.........................................  1

SECTION 2.  Conditions Precedent................................ 20

SECTION 3.  Revolving Loans..................................... 27

SECTION 4.  Capital Expenditure Term Loans...................... 31

SECTION 5.  Letters of Credit................................... 34

SECTION 6.  Collateral.......................................... 38

SECTION 7.  Representations, Warranties and Covenants........... 42

SECTION 8.  Interest, Fees and Expenses......................... 55

SECTION 9.  Powers.............................................. 61

SECTION 10.  Events of Default and Remedies..................... 62

SECTION 11.  Guaranty of Obligations............................ 66

SECTION 12.  Termination........................................ 70

SECTION 13.  Miscellaneous...................................... 71

                                   i

EXHIBITS

                    Exhibit A - Form of Promissory Note (Capex Loan)
                    Exhibit B - Intentionally Omitted
                    Exhibit C - Form of Promissory Note (Revolving Loan)
                    Exhibit D - Form of Perfection Certificate
                    Exhibit E - Congress Indemnification
                    Schedule 1 - List of Inventory Locations
                    Schedule 2 - Trade Names
                    Schedule 3 - Patents, Trademarks and Copyrights
                    Schedule 4 - Permitted Encumbrances
                    Schedule 5 - Litigation Schedule
                    Schedule 6 - Pledged Stock

                                       ii

                    AMENDED AND RESTATED FINANCING AGREEMENT

                    THE CIT GROUP/BUSINESS CREDIT, INC., a New York corporation,
(hereinafter "CITBC") with offices located at 300 South Grand Avenue, Los
Angeles, CA 90071, is pleased to confirm the terms and conditions under which
CITBC shall make capital expenditure term loans, revolving loans, advances and
other financial accommodations to NORTHWEST PIPE COMPANY ("Northwest Pipe"), an
Oregon corporation with a principal place of business at 12005 N. Burgard,
Portland, Oregon 97283, THOMPSON PIPE AND STEEL COMPANY ("Thompson Pipe"), a
Colorado corporation with a principal place of business at 6030 N. Washington
Street, Denver, Colorado 80217, and THOMPSON STEEL PIPE COMPANY ("Thompson
Steel"), a Delaware corporation with a principal place of business at 100
Thompson Pipe Road, Princeton, Kentucky 42445. Northwest Pipe, Thompson Pipe and
Thompson Steel are sometimes referred to herein, individually, as a "Company"
and, collectively, as the "Companies". This Amended and Restated Financing
Agreement (this "Financing Agreement") amends and restates in full that certain
Financing Agreement dated August 17, 1994 between CITBC and Northwest Pipe, as
amended.

SECTION 1.  DEFINITIONS

ACCOUNTS shall mean all of the Companies' now existing and future: (a) accounts
receivable, (whether or not specifically listed on schedules furnished to
CITBC), and any and all instruments, documents, contract rights, chattel paper,
general intangibles, including, without limitation, all accounts created by or
arising from all of the Companies' sales of goods or rendition of services to
its customers (including without limitation from the lease or rental of goods),
and all accounts arising from sales or rendition of services (including without
limitation from the lease or rental of goods) made under any of the Companies'
trade names or styles, or through any of the Companies' divisions; (b) unpaid
seller's or lessor's rights

(including rescission, replevin, reclamation and stoppage in transit) relating
to the foregoing or arising therefrom; (c) rights to any goods represented by
any of the foregoing, including rights to returned or repossessed goods; (d)
reserves and credit balances arising hereunder; (e) guarantees or collateral for
any of the foregoing; (f) insurance policies or rights relating to any of the
foregoing; and (g) cash and non-cash proceeds of any and all the foregoing.

ANNIVERSARY DATE shall mean the date occurring one (1) year from April 30, 1996
and the same date in every year thereafter.

AVAILABILITY shall mean the aggregate of Northwest Pipe Availability and
Thompson Pipe Availability.

AVAILABILITY RESERVE shall mean (i) a three (3) month reserve for unpaid rental
or similar charges for any facility for which a Company fails to obtain a
landlord's waiver or mortgagee's waiver in form and substance satisfactory to
CITBC (described in Section 2(p)), and (ii) any reserve which CITBC may require
from time to time pursuant to the explicit terms of this Financing Agreement,
including without limitation for Letters of Credit pursuant to Paragraph 5.1 of
Section 5 hereof.

BUSINESS DAY shall mean (a) for all purposes other than those covered by clause
(b) below, any day that CITBC and Chemical Bank are open for business excluding
Saturday, Sunday and any day that either is a legal holiday under the laws of
the State of New York or the State of California or is a day on which banking
institutions located in such state are closed and (b) with respect to all
notices, determinations, fundings and payments in connection with Libor, any
date that is a Business Day as described in clause (a) above that is also a day
for trading by and between banks in dollar deposits in the applicable interbank
Libor market.

CAPEX AVAILABILITY shall mean, at any time of determination, the excess of the
Capex Line over the outstanding aggregate amount of Capex Loans.

CAPEX LINE shall mean the commitment of CITBC to extend one or more Capex Loans
to the Companies pursuant to Section 4 of this Financing Agreement in the
aggregate amount of up to $12,000,000.00; provided, however, that CITBC is not
obligated to make a requested Capex Loan at a time when the amount of the
requested Capex Loan, when added to the aggregate amount of Capex Loans,
Revolving Loans and Letters of Credit then outstanding, would exceed
$32,000,000. The Capex Line shall be automatically and permanently reduced
dollar-for-dollar by the amount of any and all principal repayments on
outstanding Capex Loans. In addition, as of each Calculation Date (as defined
below), in the event the Companies do not borrow one or more Capex Loans in the
aggregate amount equal to or exceeding the Target Amount (as defined below) as
of such date, the Capex Line shall be automatically and permanently reduced
dollar-for-dollar by the positive difference between the Target Amount as of the
relevant Calculation Date and the aggregate amount of all Capex Loans made by
CITBC to the Companies as of such Calculation Date. As used herein, "Calculation
Date" shall mean each June 30th and December 31st of each year, commencing with
December 31, 1996 ("Initial Calculation Date"). The "Target Amount" shall mean
the amount of $1,200,000.00 multiplied by the number of six month periods
elapsed as of the relevant Calculation Date (e.g., as of the Initial Calculation
Date, the Target Amount shall be equal to $1,200,000.00 multiplied by 1; as of
the next succeeding Calculation Date, the Target Amount shall be equal to
$1,200,000.00 multiplied by 2).

CAPEX LOANS shall mean the capital expenditure term loans which may be made by
CITBC to the Companies within the Capex Line pursuant to the request of the
Companies as set forth in Section 4 of this Financing Agreement.

CAPEX LOANS CHEMICAL RATE MARGIN shall mean the percentage determined in
accordance with this definition. As of the date of an interest rate
determination, if i) the Companies' latest financial statements reflecting the
most recently ended fiscal quarter (the "Relevant Financial Statements") have
been timely delivered in accordance with paragraph 7.8 of Section 7 of this
Financing Agreement and CITBC has had reasonable time to review such financial
statements to its satisfaction ("Financial Statement Test") and ii) the
Companies' Leverage Ratio for the most recently ended fiscal quarter did not
exceed 1.5 to 1 ("Leverage Ratio Test") and iii) from and after the quarter
ending September 30, 1996, the Companies maintained a Fixed Charge Coverage
Ratio for the most recently ended fiscal quarter of at least 2.0 to 1 ("Fixed
Charge Coverage Ratio Test"), the Capex Loans Chemical Rate Margin shall be
equal to one-quarter of one percent (1/4 of 1%). If, as of the date of an
interest rate determination, the Companies do not satisfy the Financial
Statement Test, the Leverage Ratio Test, and, if applicable, the Fixed Charge
Coverage Ratio Test, the Capex Loans Chemical Rate Margin shall be equal to
one-half of one percent (1/2 of 1%). The Capex Loans Chemical Rate Margin
determined as of any date shall remain in effect until such time as the
Companies' satisfaction of the Financial Statement Test, the Leverage Ratio
Test, and the Fixed Charge Coverage Ratio Test can be determined for the next
succeeding fiscal quarter. Any change in the Capex Loans Chemical Rate Margin
shall be effective on the first day of the month following the date that the
relevant Financial Statement Test has been completed. If the Companies fail to
timely deliver to CITBC the Relevant Financial Statements, the Capex Loans
Chemical Rate Margin shall be equal to one-half of one percent (1/2 of 1%) until
such time that the Relevant Financial Statements are delivered to CITBC and the
Capex Loan Chemical Rate Margin can be determined in accordance with the
preceding provisions of this definition.

CAPEX LOANS LIBOR MARGIN shall mean the percentage determined in accordance with
this definition. As of the date of an interest

rate determination, if i) the Companies' latest financial statements reflecting
the most recently ended fiscal quarter (the "Relevant Financial Statements")
have been timely delivered in accordance with paragraph 7.8 of Section 7 of this
Financing Agreement and CITBC has had reasonable time to review such financial
statements to its satisfaction ("Financial Statement Test") and ii) the
Companies' Leverage Ratio for the most recently ended fiscal quarter did not
exceed 1.5 to 1 ("Leverage Ratio Test") and iii) from and after the quarter
ending September 30, 1996, the Companies maintained a Fixed Charge Coverage
Ratio for the most recently ended fiscal quarter of at least 2.0 to 1 ("Fixed
Charge Coverage Ratio Test"), the Capex Loans Libor Margin shall be equal to two
and one-half percent (2 1/2%). If, as of the date of an interest rate
determination, the Companies do not satisfy the Financial Statement Test, the
Leverage Ratio Test, and, if applicable, the Fixed Charge Coverage Ratio Test,
the Capex Loans Libor Margin shall be equal to three percent (3%). Each Capex
Loans Libor Margin as determined in accordance with this definition for a
particular Libor Loan shall remain in effect during the entire Libor Period
therefor.

CAPEX PROMISSORY NOTE shall mean the note, in the form of Exhibit A attached
hereto, delivered by either Northwest Pipe or Thompson Pipe to CITBC, to
evidence each Capex Loan made pursuant to, and which are repayable in accordance
with, the provisions of Section 4 of this Financing Agreement.

CAPITAL EXPENDITURES for any period shall mean the aggregate of all expenditures
of the Companies during such period that in conformity with GAAP are required to
be included in or reflected by the property, plant or equipment or similar fixed
asset account reflected in the balance sheet of the Companies.

CAPITAL LEASE shall mean any lease of property (whether real, personal or mixed)
which, in conformity with GAAP, is accounted for as a capital lease or a Capital
Expenditure on the balance sheet of the Companies.

CHEMICAL BANK RATE shall mean the rate of interest per annum announced by
Chemical Bank from time to time as its prime rate in effect at its principal
office in the City of New York. (The prime rate is not intended to be the lowest
rate of interest charged by Chemical Bank to its borrowers).

CHEMICAL RATE LOANS shall mean all or any portion of the Revolving Loans and/or
Capex Loans for which the Chemical Bank Rate is used for interest rate
calculations together with the applicable Chemical Rate Margin.

CHEMICAL RATE MARGIN shall mean, depending on the context, the Revolving Loan
Chemical Rate Margin or the Capex Loans Chemical Rate Margin.

CLOSING DATE shall mean the date on which each of the conditions precedent in
Section 2 hereof have been satisfied, as determined by CITBC in its reasonable
business judgment.

COLLATERAL shall have the meaning given to that term in paragraph 6.1 of Section
6 of this Financing Agreement.

COLLATERAL MANAGEMENT FEE shall mean the sum of $50,000.00 which shall be paid
to CITBC in accordance with paragraph 8.8 of Section 8 hereof to offset the
expenses and costs of CITBC in connection with record keeping, periodic
examinations, analyzing and evaluating the Collateral.

CONGRESS INDEMNIFICATION shall mean that certain Letter of Credit Indemnity
Agreement given by CITBC in favor of Congress Financial Corporation, a copy of
which is attached hereto as Exhibit E.

CONSOLIDATED BALANCE SHEET shall mean a Consolidated Balance Sheet for Northwest
Pipe and its consolidated subsidiaries, eliminating all inter-company
transactions and prepared in accordance with GAAP.

CONTRACT RATE shall mean, as to a particular loan, advance, or accommodation
made pursuant to Section 3, 4, or 5 hereunder, the rate(s) of interest computed
as applicable and set forth in Section 8 of this Financing Agreement.

CURRENT ASSETS shall mean, wherever used throughout this Financing Agreement,
those assets of the Companies which in accordance with GAAP, are classified as
"current".

CURRENT LIABILITIES shall mean, wherever used throughout this Financing
Agreement, those liabilities of the Companies which in accordance with GAAP, are
classified as "current", provided, however, that notwithstanding GAAP, the
Revolving Loans and the current portion of Permitted Indebtedness shall be
considered "Current Liabilities".

CUSTOMARILY PERMITTED LIENS shall mean:

                    (a) liens of local or state authorities for franchise or
other like taxes (excluding real property taxes) provided the aggregate amounts
of such liens shall not exceed $100,000.00 in the aggregate at any one time;

                    (b) statutory liens of landlords and liens of carriers,
warehousemen, mechanics, materialmen and other like liens imposed by law,
created in the ordinary course of business and for amounts not yet due (or which
are being contested in good faith by appropriate proceedings or other
appropriate actions which are sufficient to prevent imminent foreclosure of such
liens) and with respect to which adequate reserves or other appropriate
provisions are being maintained in accordance with GAAP;

                    (c) deposits made (and the liens thereon) in the ordinary
course of business (including, without limitation, security deposits for leases,
surety bonds and appeal bonds) in connection with workers' compensation,
unemployment insurance and other types of social security benefits or to secure
the performance of tenders, bids contracts (other than for the repayment or
guarantee of borrowed money or purchase money obligations), statutory
obligations and other similar obligations arising as a result of progress
payments under government contracts; and

                    (d) easements (including, without limitation, reciprocal
easement agreements and utility agreements), encroachments, minor defects or
irregularities in title,

variation and other restrictions, charges or encumbrances (whether or not
recorded) affecting the Real Estate and which are listed in Schedule B of the
title insurance policy delivered to CITBC as provided herein.

DEFAULT shall mean any event specified in Section 10 hereof, whether or not any
requirement for the giving of notice, the lapse of time, or both, or any other
condition, event or act, has been satisfied.

DEFAULT RATE OF INTEREST shall mean a rate of interest per annum equal to the
sum of i) three percent (3%) and ii) the Contract Rate.

DOCUMENTATION FEE shall mean, CITBC's standard fees relating to any and all
modifications, waivers, releases, amendments or additional collateral with
respect to this Financing Agreement, the Collateral and/or the Obligations.

DOCUMENTS OF TITLE shall mean all present and future warehouse receipts, bills
of lading, shipping documents, chattel paper, instruments and similar documents,
all whether negotiable or not and all goods and Inventory relating thereto and
all cash and non-cash proceeds of the foregoing.

EARLY TERMINATION DATE shall mean the date on which the Companies terminate this
Financing Agreement or the Line of Credit which date is prior to the third
Anniversary Date.

EARLY TERMINATION FEE shall: i) mean the fee CITBC is entitled to charge the
Companies in the event the Companies terminate the Line of Credit or this
Financing Agreement on a date prior to the third Anniversary Date (on and after
the third Anniversary Date, no Early Termination Fee shall be payable hereunder)
and ii) be determined by calculating the aggregate average daily balances
outstanding under the Revolving Loans, Capex Loans and Letters of Credit for the
period from the Original Closing Date to the Early Termination Date and
multiplying that number by a) one percent (1%) if the Early Termination Date is
prior to the first Anniversary Date and b) one-half of one percent (.50%) if the
Early Termination Date is on or after the first Anniversary Date but prior to
the third Anniversary Date. Notwithstanding

anything herein to the contrary, after the first Anniversary Date, this
Financing Agreement may be terminated without penalty, upon the sale of fifty
percent (50%) or more of the outstanding common stock of Northwest Pipe to an
unrelated person, entity or corporation (for purposes hereof, any such
corporation or entity shall be deemed "unrelated" if it is not an affiliate of
the Companies and if none of the shareholders, officers, or directors of any of
the Companies have any equity or interest in any such entity or corporation).

EBIT shall mean, for any period, all earnings of the Companies before all
interest and tax obligations of the Companies for said period, determined in
accordance with GAAP.

EBITDA shall mean, EBIT for any period plus i) depreciation for said period, and
ii) amortization for said period, all in accordance with GAAP.

ELIGIBLE ACCOUNTS RECEIVABLE shall mean, collectively, Eligible Northwest Pipe
Accounts Receivable and Eligible Thompson Pipe Accounts Receivable.

ELIGIBLE INVENTORY shall mean, collectively, Eligible Northwest Pipe Accounts
Receivable and Eligible Thompson Pipe Accounts Receivable.

ELIGIBLE NORTHWEST PIPE ACCOUNTS RECEIVABLE shall mean the gross amount of
Northwest Pipe's Accounts that conform to the warranties contained herein and at
all times continue to be acceptable to CITBC in the exercise of its reasonable
business judgment, less, without duplication, the sum of a) any returns,
discounts, claims, credits and allowances of any nature (whether issued, owing,
granted or outstanding) and b) reserves for: i) sales, services or leases to the
United States of America or Canada or to any agency, department or division
thereof, except for any such sales for which Northwest Pipe has complied with
the Assignment of Claims Act or the applicable Canadian federal or provincial
statutes concerning assignment, to CITBC's reasonable satisfaction; ii) foreign
sales, services or leases, other than sales, services or leases (y) to customers
residing in Canada, provided such transactions otherwise comply with all of the
other criteria for eligibility hereunder, and such transactions do not

exceed $4,000,000.00 in U.S. Dollars in the aggregate with Thompson Pipe at any
one time, and (z) secured by stand-by letters of credit (in form and substance
satisfactory to CITBC) issued or confirmed by, and payable at, banks having a
place of business in the United States of America and payable in United States
currency; iii) Accounts that remain unpaid more than ninety (90) days from
invoice date or sixty (60) days from the due date thereof; iv) contras; v)
sales, services or leases to any subsidiary of Northwest Pipe, or to any company
affiliated with Northwest Pipe in any way; vi) consignment sales; vii) sales,
services or leases to any customer which is A) insolvent, B) the debtor in any
bankruptcy, insolvency, arrangement, reorganization, receivership or similar
proceedings under any federal or state law, C) negotiating, or has called a
meeting of its creditors for purposes of negotiating, a compromise of its debts
or D) financially unacceptable to CITBC or has a credit rating unacceptable to
CITBC in the exercise of its reasonable business judgment; viii) all sales,
services or leases to any customer if fifty percent (50%) or more of the
aggregate dollar amount of all outstanding invoices from such customer, are
unpaid more than ninety (90) days from invoice date; ix) any other reasons
deemed necessary by CITBC in its reasonable business judgment and which are
customary either in the commercial finance industry or in the lending practices
of CITBC; x) an amount representing, historically, returns, discounts, claims,
credits and allowances; xi) any Accounts arising from the sale, lease or rental
of goods for which a customer shall have objected to the quality or quantity of
goods or services of Northwest Pipe, or where such customer shall have rejected,
returned or refused to accept such goods or services; xii) advance deposits,
pre-billed receivables and receivables arising from progress billing (excluding
receivables arising from requirements contracts for which Northwest Pipe has
delivered Inventory or for Inventory which is "complete in the yard or storage",
if applicable, and issued an applicable invoice therefor, and the underlying
agreement with the account debtor is otherwise satisfactory to CITBC in its
reasonable business judgement); and xiii) bill and hold or deferred shipment
sales, provided that bill and hold sales shall be deemed eligible if they arise
from bona fide agreements whose sale terms provide that such sales are
consummated when the purchased inventory is "complete in yard or storage," and
provided that (A) such sale is made in the ordinary

course of business of Northwest Pipe, (B) any such sale shall be documented in
form and substance satisfactory to CITBC, (C) the underlying Inventory is in the
exclusive possession of Northwest Pipe and located on Northwest Pipe's fee
premises or Portland, Oregon facility or at a facility for which CITBC has
received a waiver of lien letter in form and substance satisfactory to CITBC,
(D) the advance rate for any such bill and hold or deferred shipment sales shall
be based on the provisions of paragraph 3.1(a)(i), (E) the underlying Inventory
shall be segregated from Northwest Pipe's other Inventory, and (F) such Accounts
are paid within sixty (60) days of the invoice date.

ELIGIBLE NORTHWEST PIPE INVENTORY shall mean the gross amount of Northwest
Pipe's Inventory, provided that all such Inventory conforms to the warranties
contained herein, and which at all times continues to be acceptable to CITBC in
the exercise of its reasonable business judgment, less any work-in-process,
supplies (other than raw material), goods not present in the United States of
America, goods returned or rejected by Northwest Pipe's customers other than
goods that are undamaged and resalable in the normal course of business, goods
to be returned to Northwest Pipe's suppliers, goods in transit to third parties
(other than Northwest Pipe's agents or warehouses) and less any reserves
required by CITBC in its reasonable discretion for special order goods, market
value declines and/or consignment sales.

ELIGIBLE THOMPSON PIPE ACCOUNTS RECEIVABLE shall mean the gross amount of
Thompson Pipe's Accounts that conform to the warranties contained herein and at
all times continue to be acceptable to CITBC in the exercise of its reasonable
business judgment, less, without duplication, the sum of a) any returns,
discounts, claims, credits and allowances of any nature (whether issued, owing,
granted or outstanding) and b) reserves for: i) sales, services or leases to the
United States of America or Canada or to any agency, department or division
thereof, except for any such sales for which Thompson Pipe has complied with the
Assignment of Claims Act or the applicable Canadian federal or provincial
statutes concerning assignment, to CITBC's reasonable satisfaction; ii) foreign
sales, services or leases, other than sales, services or leases (y) to customers
residing in Canada, provided such transactions otherwise comply with all of the
other criteria for eligibility hereunder, and such transactions do not

exceed $4,000,000.00 in U.S. Dollars in the aggregate with Northwest Pipe at any
one time, and (z) secured by stand-by letters of credit (in form and substance
satisfactory to CITBC) issued or confirmed by, and payable at, banks having a
place of business in the United States of America and payable in United States
currency; iii) Accounts that remain unpaid more than ninety (90) days from
invoice date or sixty (60) days from the due date thereof; iv) contras; v)
sales, services or leases to any subsidiary of Thompson Pipe, or to any company
affiliated with Thompson Pipe in any way; vi) consignment sales; vii) sales,
services or leases to any customer which is A) insolvent, B) the debtor in any
bankruptcy, insolvency, arrangement, reorganization, receivership or similar
proceedings under any federal or state law, C) negotiating, or has called a
meeting of its creditors for purposes of negotiating, a compromise of its debts
or D) financially unacceptable to CITBC or has a credit rating unacceptable to
CITBC in the exercise of its reasonable business judgment; viii) all sales,
services or leases to any customer if fifty percent (50%) or more of the
aggregate dollar amount of all outstanding invoices from such customer, are
unpaid more than ninety (90) days from invoice date; ix) any other reasons
deemed necessary by CITBC in its reasonable business judgment and which are
customary either in the commercial finance industry or in the lending practices
of CITBC; x) an amount representing, historically, returns, discounts, claims,
credits and allowances; xi) any Accounts arising from the sale, lease or rental
of goods for which a customer shall have objected to the quality or quantity of
goods or services of Thompson Pipe, or where such customer shall have rejected,
returned or refused to accept such goods or services; xii) advance deposits,
pre-billed receivables and receivables arising from progress billing (excluding
receivables arising from requirements contracts for which Thompson Pipe has
delivered Inventory or for Inventory which is "complete in the yard or storage",
if applicable, and issued an applicable invoice therefor, and the underlying
agreement with the account debtor is otherwise satisfactory to CITBC in its
reasonable business judgement); and xiii) bill and hold or deferred shipment
sales, provided that bill and hold sales shall be deemed eligible if they arise
from bona fide agreements whose sale terms provide that such sales are
consummated when the purchased inventory is "complete in yard or storage," and
provided that (A) such sale is made in the ordinary

course of business of Thompson Pipe, (B) any such sale shall be documented in
form and substance satisfactory to CITBC, (C) the underlying Inventory is in the
exclusive possession of Thompson Pipe and located at Thompson Pipe's Denver,
Colorado facility or at a facility for which CITBC has received a waiver of lien
letter in form and substance satisfactory to CITBC, (D) the advance rate for any
such bill and hold or deferred shipment
sales shall be based on the provisions of paragraph 3.1(b)(i), (E) the
underlying Inventory shall be segregated from Thompson Pipe's other Inventory,
and (F) such Accounts are paid within sixty (60) days of the invoice date.

ELIGIBLE THOMPSON PIPE INVENTORY shall mean the gross amount of Thompson Pipe's
Inventory, provided that all such Inventory conforms to the warranties contained
herein, and which at all times continues to be acceptable to CITBC in the
exercise of its reasonable business judgment, less any work-in-process, supplies
(other than raw material), goods not present in the United States of America,
goods returned or rejected by Thompson Pipe's customers other than goods that
are undamaged and resalable in the normal course of business, goods to be
returned to Thompson Pipe's suppliers, goods in transit to third parties (other
than Thompson Pipe's agents or warehouses) and less any reserves required by
CITBC in its reasonable discretion for special order goods, market value
declines and/or consignment sales.

EQUIPMENT shall mean all of the Companies' present and hereafter acquired
machinery, equipment, furnishings and fixtures, and all additions, substitutions
and replacements thereof, wherever located, together with all attachments,
components, parts, equipment and accessories installed thereon or affixed
thereto and all proceeds of whatever sort.

EQUITY RIGHTS shall mean, with respect to any person, any outstanding
subscriptions, options, warrants, commitments, preemptive rights or agreements
of any kind (including any stockholders' or voting trust agreements) for the
issuance, sale, registration or voting of, or outstanding securities convertible
into, any additional shares of capital stock of any class, or partnership or
other ownership interests of any type in, such person.

ERISA shall mean 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.

EVENT(S) OF DEFAULT shall have the meaning provided for in Section 10 of this
Financing Agreement.

FIXED CHARGE COVERAGE RATIO shall mean EBITDA divided by Fixed Charges. (For the
purposes hereof, "Fixed Charges" shall mean Interest Expense, plus principal
payments on Capex Loans plus principal payments on Permitted Indebtedness plus
non-financed Capital Expenditures).

GAAP shall mean generally accepted accounting principles in the United States of
America as in effect from time to time and for the period as to which such
accounting principles are to apply, provided that in the event the Companies
modify their accounting procedures as applied as of the Closing Date, the
Companies shall provide such statements of reconciliation as shall be in form
and substance acceptable to CITBC. Notwithstanding the foregoing, Borrowers and
CITBC agree that, upon any change in GAAP affecting the computations used in
determining compliance with the financial covenants herein, Borrowers and CITBC
will reset such financial covenants so as to make the required performance of
the Companies consistent with the required performance prior to such change in
GAAP.

GENERAL INTANGIBLES shall have the meaning set forth in the Uniform Commercial
Code as in effect in the State of California and shall include, without
limitation, (i) all present and future right, title and interest in and to all
trade names, trademarks (together with the goodwill associated therewith),
copyrights, patents, licenses, customer lists, distribution agreements, supply
agreements and tax refunds, together with all monies and claims for monies now
or hereafter due and payable in connection with any of the foregoing or
otherwise, and all cash and non-cash proceeds thereof, including without
limitation the proceeds of any licensing agreements between any Company and any
licensee of any of such Company's General Intangibles, and (ii) all rights,
remedies, indemnities and other benefits of the Companies under the Stock
Purchase Agreement, including, but not limited to, all general intangibles for
money due or to become due.

INDEBTEDNESS shall mean, without duplication, all liabilities, contingent or
otherwise, which are any of the following: (a) obligations in respect of money
(borrowed or otherwise due or owing to third parties) or for the deferred
purchase price of property, services or assets, other than Inventory, or (b)
lease obligations which, in accordance with GAAP, have been or should be
capitalized.

INTEREST EXPENSE shall mean total interest obligations (paid or accrued) of the
Companies, determined in accordance with GAAP on a basis consistent with the
latest audited statements of the Companies.

INVENTORY shall mean all of the Companies' present and hereafter acquired
merchandise, inventory and goods, and all additions, substitutions and
replacements thereof, wherever located, together with all goods wherever
located, and materials used or usable in manufacturing, processing, packaging or
shipping same; in all stages of production -- from raw materials through
work-in-process to finished goods -- and all proceeds thereof of whatever sort.

ISSUING BANK shall mean the bank issuing Letters of Credit for the Companies.

LETTERS OF CREDIT shall mean all letters of credit issued with the assistance of
CITBC by the Issuing Bank for or on behalf of the Companies and any other
Letters of Credit for which CITBC has agreed to issue a Letter of Credit
Guaranty. Letters of Credit shall include, for so long as they are in effect,
the letters of credit which are the subject of the Congress Indemnification.

LETTER OF CREDIT GUARANTY shall mean the guaranty delivered by CITBC to the
Issuing Bank of a Company's reimbursement obligation under the Issuing Bank's
reimbursement agreement, Application for Letter of Credit or other like
document.

LETTER OF CREDIT GUARANTY FEE shall mean the fee CITBC shall charge the
Companies under paragraph 8.11 of Section 8 of this Financing Agreement for: i)
issuing Letter of Credit Guaranties or ii) otherwise aiding the Companies in
obtaining Letters of Credit pursuant to section 5 hereof.

LEVERAGE RATIO shall mean the ratio determined by dividing Total Liabilities by
Net Worth.

LIBOR or LIBOR RATE shall mean, at any time of determination for each applicable
Libor Period, the then highest prevailing London Interbank Offered Rate paid in
London on one (1) month, two (2) month, three (3) month or six (6) month dollar
deposits from other banks as (x) quoted by Chemical Bank, (y) published two (2)
days prior to the commencement of the applicable Libor Period under "Money Rate"
in the New York City edition of The Wall Street Journal or, if there is no such
publication or statement therein as to a Libor, then in any publication used in
the New York City financial community which was published two (2) days prior to
the commencement of the applicable Libor Period, or (z) determined by CITBC
based on information presented on Telerate Systems at Page 3750 as of 11:00 A.M.
London time.

LIBOR LOANS shall mean all or any portion of the Revolving Loans and/or Capex
Loans for which the Libor Rate is used for interest rate calculations together
with the applicable Libor Margin.

LIBOR MARGIN shall mean, depending on the context, the Revolving Loans Libor
Margin or the Capex Loans Libor Margin.

LIBOR PERIOD shall mean the one (1) month, two (2) month, three (3) month or six
(6) month Libor Period with respect to Libor Loans, as selected by the Companies
pursuant to Section 8 of this Financing Agreement.

LIBOR PREPAYMENT PENALTY shall mean, for any payment of principal of any Libor
Loan prior to the end of an applicable Libor Period, an amount computed pursuant
to the following formula:

                                 (R - T) x P x D
                                 ---------------

                   R =        interest rate applicable to the Libor Loan
                   T =        effective interest rate per annum at which
                              any readily marketable bonds or other
                              obligations of the United States,
                              selected at CITBC's discretion using
                              reasonable business judgment, maturing
                              on or near the 

                              last day of the then
                              applicable Libor Period and in
                              approximately the same principal amount
                              as such Libor Loan can be purchased by
                              CITBC on the day of such prepayment of
                              principal

                   P =        the amount of principal prepaid
                   D =        the number of days remaining in the Libor
                              Period as of the date of such prepayment

                    The Companies shall pay such amount within five (5) Business
                    Days of presentation by CITBC to the Companies of a
                    statement setting forth the amount and CITBC's calculation
                    thereof pursuant hereto, which statement shall be conclusive
                    on the Companies absent manifest error.

LIBOR TRANCHE shall mean the whole or any portion of the Revolving Loans and/or
Capex Loans for which a Libor selection, continuation, or conversion from a
Chemical Rate Loan was made by the Companies.

LINE OF CREDIT shall mean the aggregate commitment of CITBC to make loans and
advances to the Companies pursuant to Sections 3, 4 and 5 of this Financing
Agreement in the aggregate amount of $32,000,000.00.

LINE OF CREDIT FEE shall mean the fee due CITBC at the end of each month for the
Line of Credit and shall be calculated by: multiplying (a) the difference
between (i) the Revolving Line of Credit, and (ii) the sum of (A) the average
daily Revolving Loans for said month plus (B) the average daily balance of
outstanding Letters of Credit of the Companies for said month; times (b)
one-quarter of one percent (1/4 of 1%) per annum for the number of days in said
month based on a 360 day year.

LOAN DOCUMENTS shall mean this Financing Agreement, the Promissory Notes, the
Congress Indemnification, the mortgages and/or deeds of trust, any other
documents and the ancillary loan and security agreements executed from time to
time in connection with this Financing Agreement, as the same may be renewed,
amended, extended, increased or supplemented from time to time.

NET WORTH shall mean, at any date of determination, an amount equal to (a) the
Total Assets of the Companies minus (b) Total Liabilities of the Companies.

NORTHWEST PIPE AVAILABILITY shall mean at any time the difference, if positive,
between: (a) the sum of i) Eligible Northwest Pipe Accounts Receivable
multiplied by the percentage provided for in paragraph 3.1(a)(i) of Section 3 of
this Financing Agreement, ii) Northwest Pipe Unbilled Accounts Receivables
multiplied by the percentage provided for in paragraph 3.1(a)(ii) of Section 3
of this Financing Agreement; and iii) Eligible Northwest Pipe Inventory
multiplied by the percentage provided for in paragraph 3.1(a)(iii) of Section 3
of this Financing Agreement; less (b) the sum of, without duplication i) the
outstanding aggregate amount of all Obligations (excluding the Capex Loans) of
Northwest Pipe, ii) the portion of the Availability Reserve applicable to
Northwest Pipe, and iii) the amount of any overadvance to Thompson Pipe.

OBLIGATIONS shall mean all loans and advances made or to be made by CITBC to the
Companies or to others for the Companies' account; any and all indebtedness and
obligations which may at any time be owing by the Companies to CITBC howsoever
arising, whether now in existence or incurred by the Companies from time to time
hereafter, including without limitation, the Congress Indemnification; whether
secured by pledge, lien upon or security interest in any of the Companies'
assets or property or the assets or property of any other person, firm, entity
or corporation; whether such indebtedness is absolute or contingent, joint or
several, matured or unmatured, direct or indirect and whether the Companies are
liable to CITBC for such indebtedness as principal, surety, endorser, guarantor
or otherwise. Obligations shall also include indebtedness owing to CITBC by the
Companies under this Financing Agreement, any other Loan Documents or under any
other agreement or arrangement now or hereafter entered into between any Company
and CITBC; indebtedness or obligations incurred by, or imposed on, CITBC as a
result of environmental claims (other than as a result of actions of CITBC)
arising out of the Companies' operation, premises or waste disposal practices or
sites; the Companies' liability to CITBC as maker or endorser on any promissory
note or other instrument for the payment of money; the Companies'

liability to CITBC under any instrument of guaranty or indemnity, or arising
under any guaranty, endorsement or undertaking which CITBC may make or issue to
others for the Companies' account, including any accommodation extended with
respect to applications for Letters of Credit, CITBC's acceptance of drafts or
CITBC's endorsement of notes or other instruments for the Companies' account and
benefit.

OPERATING LEASES shall mean all leases of property (whether real, personal or
mixed) other than Capital Leases.

ORIGINAL CLOSING DATE shall mean August 17, 1994.

OUT-OF-POCKET EXPENSES shall mean all of CITBC's present and future
out-of-pocket expenses incurred relative to this Financing Agreement or any
other Loan Documents, whether incurred heretofore or hereafter, which expenses
shall include, without being limited to, the cost of record searches, all costs
and expenses incurred by CITBC in opening bank accounts, depositing checks,
receiving and transferring funds, and any charges imposed on CITBC due to
"insufficient funds" of deposited checks and CITBC's standard fee relating
thereto, any amounts paid by CITBC, incurred by or charged to CITBC by the
Issuing Bank under a Letter of Credit Guaranty or a Company's reimbursement
agreement, application for Letter of Credit or other like document which pertain
either directly or indirectly to such Letters of Credit, and CITBC's standard
fees relating to the Letters of Credit and any drafts thereunder, any reasonable
outside counsel fees and disbursements, title insurance premiums, real estate
survey costs, fees and taxes relative to the filing of financing statements,
costs of preparing and recording mortgages/deeds of trust against the Real
Estate and all expenses, costs and fees set forth in paragraph 10.3 of Section
10 of this Financing Agreement.

PERFECTION CERTIFICATE shall mean the certificate in the form of Exhibit D,
signed by each Company in connection with this Financing Agreement and delivered
to CITBC, in form and substance satisfactory to CITBC.

PERMITTED ENCUMBRANCES shall mean: i) liens set forth on Schedule 4 as of the
Closing Date and any other liens expressly

permitted, or consented to in writing, by CITBC; ii) Purchase Money Liens; iii)
Customarily Permitted Liens; iv) liens granted CITBC by the Companies; v) liens
of judgment creditors provided such liens do not exceed, in the aggregate, at
any time, $100,000.00 (other than liens bonded or insured to the reasonable
satisfaction of CITBC); vi) the liens granted to GECC, Standard Insurance and
CITEF, as in effect as of the Original Closing Date; vii) the first lien on
Equipment and Real Estate of Thompson Steel in Princeton, Kentucky, created in
connection with the Bonds (defined below), and viii) liens for taxes not yet due
and payable or which are being diligently contested in good faith by the
Companies by appropriate proceedings and which liens are not x) other than with
respect to Real Estate, senior to the liens of CITBC or y) for taxes due the
United States of America or any state thereof having similar priority statutes.

PERMITTED INDEBTEDNESS shall mean: i) current Indebtedness maturing in less than
one year and incurred in the ordinary course of business for raw materials,
supplies, equipment, services, taxes or labor; ii) the indebtedness secured by
the Purchase Money Liens; iii) Indebtedness of the Companies which is
subordinated to the prior payment and satisfaction of the Companies' Obligations
to CITBC by means of a subordination agreement in form and substance
satisfactory to CITBC; iv) Indebtedness arising under the Letters of Credit and
this Financing Agreement; v) deferred taxes and other expenses incurred in the
ordinary course of business; vi) the indebtedness due GECC, Standard Insurance
and CITEF, as in effect as of the Original Closing Date; and vii) any other
indebtedness existing on the date of execution of this Financing Agreement and
listed in the most recent financial statement delivered to CITBC or otherwise
disclosed to CITBC in writing prior to the Closing Date.

PURCHASE MONEY LIENS shall mean liens on any item of equipment acquired after
the Original Closing Date, provided that i) each such lien shall attach only to
the property to be acquired, ii) a description of the property so acquired is
furnished to CITBC, and iii) the debt incurred in connection with such
acquisitions shall not exceed in the aggregate $750,000.00 in any fiscal year,
without CITBC's prior written approval, which approval or disapproval shall not
be unreasonably delayed.

REAL ESTATE shall mean the Companies' fee and/or leasehold interests in the real
property which has been, or will be, encumbered, mortgaged, pledged or assigned
to CITBC or its designee, including (i) a first and exclusive security interest
in Northwest Pipe's property in Atchison, KS and Adelanto, CA, and a second
security interest in Northwest Pipe's premises in Portland, OR, (ii) a first and
exclusive security interest in Thompson Pipe's property in Denver, CO, and (iii)
a second security interest in Thompson Steel's property in Princeton, KY.

REVOLVING LINE OF CREDIT shall mean the aggregate commitment of CITBC to make
loans and advances pursuant to Section 3 of this Financing Agreement and issue
Letter of Credit Guaranties pursuant to Section 5 hereof to the Companies, in
the aggregate amount of $32,000,000 less the aggregate amount of Capex Loans
outstanding.

REVOLVING LOANS shall mean the loans and advances made, from time to time, to or
for the account of the Companies by CITBC pursuant to Section 3 of this
Financing Agreement.

REVOLVING LOANS CHEMICAL RATE MARGIN shall mean the percentage determined in
accordance with this definition. As of the date of an interest rate
determination, if i) the Companies' latest financial statements reflecting the
most recently ended fiscal quarter (the "Relevant Financial Statements") have
been timely delivered in accordance with paragraph 7.8 of Section 7 of this
Financing Agreement and CITBC has had reasonable time to review such financial
statements to its satisfaction ("Financial Statement Test") and ii) the
Companies' Leverage Ratio for the most recently ended fiscal quarter did not
exceed 1.5 to 1 ("Leverage Ratio Test") and iii) from and after the quarter
ending September 30, 1996, the Companies maintained a Fixed Charge Coverage
Ratio for the most recently ended fiscal quarter of at least 2.0 to 1 ("Fixed
Charge Coverage Ratio Test"), the Revolving Loans Chemical Rate Margin shall be
equal to zero percent (0%). If, as of the date of an interest rate
determination, the Companies do not satisfy the Financial Statement Test, the
Leverage Ratio Test, and, if applicable, the Fixed Charge Coverage Ratio Test,
the Revolving Loans Chemical Rate Margin shall be equal to one-quarter of one
percent (1/4 of 1%). The Revolving Loans Chemical Rate Margin determined as of

any date shall remain in effect until such time as the Companies' satisfaction
of the Financial Statement Test, the Leverage Ratio Test, and the Fixed Charge
Coverage Ratio Test can be determined for the next succeeding fiscal quarter.
Any change in the Revolving Loans Chemical Rate Margin shall be effective on the
first day of the month following the date that the relevant Financial Statement
Test has been completed. If the Companies fail to timely deliver to CITBC the
Relevant Financial Statements, the Revolving Loans Chemical Rate Margin shall be
equal to one-quarter of one percent (1/4 of 1%) until such time that the
Relevant Financial Statements are delivered to CITBC and the Revolving Loan
Chemical Rate Margin can be determined in accordance with the preceding
provisions of this definition.

REVOLVING LOANS LIBOR MARGIN shall mean the percentage determined in accordance
with this definition. As of the date of an interest rate determination, (the
"Relevant Financial Statements") if i) the Companies' latest financial
statements reflecting the most recently ended fiscal quarter have been timely
delivered in accordance with paragraph 7.8 of Section 7 of this Financing
Agreement and CITBC has had reasonable time to review such financial statements
to its satisfaction ("Financial Statement Test") and ii) the Companies' Leverage
Ratio for the most recently ended fiscal quarter did not exceed 1.5 to 1
("Leverage Ratio Test") and iii) from and after the quarter ending September 30,
1996, the Companies maintained a Fixed Charge Coverage Ratio for the most
recently ended fiscal quarter of at least 2.0 to 1 ("Fixed Charge Coverage Ratio
Test"), the Revolving Loans Libor Margin shall be equal to two and one-quarter
percent (2 1/4%). If the Companies do not satisfy the Financial Statement Test,
the Leverage Ratio Test, and, if applicable, the Fixed Charge Coverage Ratio
Test, the Revolving Loans Libor Margin shall be equal to two and three quarters
percent (2 3/4%). Each Revolving Loans Libor Margin as determined in accordance
with this definition for a particular Libor Loan shall remain in effect during
the entire Libor Period therefor.

STOCK COLLATERAL means (i) all of the shares of capital stock of Thompson Pipe
and Thompson Steel represented by the respective certificates identified on
Schedule 6 hereto, and all other shares of capital stock of whatever class of
Thompson Pipe and

Thompson Steel, now owned or hereafter acquired by Northwest Pipe or Thompson
Pipe, together with in each case the certificates representing the same
("Pledged Stock"), (ii) all shares, securities, moneys or property representing
a dividend on, or a distribution or return of capital in respect of any of the
Pledged Stock, or resulting from a split-up, revision, reclassification or other
like change of any of the Pledged Stock, or otherwise received in exchange for
the Pledged Stock, and all Equity Rights issued to the holders of, or otherwise
in respect of, any of the Pledged Stock, (iii) to the extent related to all or
any part of the foregoing, all books, correspondence, credit files, records,
invoices, tapes, cards, computer runs and other papers and documents in the
possession or under the control of Northwest Pipe or Thompson Pipe or any
computer bureau or service company from time to time acting for Northwest Pipe
or Thompson Pipe, and (iv) all proceeds in whatever form of all or any part of
the foregoing.

STOCK PURCHASE AGREEMENT shall mean that certain Stock Purchase Agreement dated
as of May 8, 1996 among Northwest Pipe, Thompson Pipe, CHL Holdings, Inc.
("CHL") and Inter-City Products Corporation ("ICPC"), as the same may be amended
from time to time.

TOTAL ASSETS shall mean the Companies' total assets determined in accordance
with GAAP, on a basis consistent with the latest audited statements of the
Companies.

TOTAL LIABILITIES shall mean total liabilities of the Companies determined in
accordance with GAAP, on a basis consistent with the latest audited statements
of the Companies.

THOMPSON PIPE AVAILABILITY shall mean at any time the difference, if positive,
between: (a) the sum of i) Eligible Thompson Pipe Accounts Receivable multiplied
by the percentage provided for in paragraph 3.1(b)(i) of Section 3 of this
Financing Agreement, ii) Thompson Pipe Unbilled Accounts Receivables multiplied
by the percentage provided for in paragraph 3.1(b)(ii) of Section 3 of this
Financing Agreement; and iii) Eligible Thompson Pipe Inventory multiplied by the
percentage provided for in paragraph 3.1(b)(iii) of Section 3 of this Financing
Agreement; less (b) the sum of, without duplication i) the outstanding aggregate

amount of all Obligations (excluding the Capex Loans) of Thompson Pipe, ii) the
portion of the Availability Reserve applicable to Thompson Pipe, and iii) the
amount of any overadvance to Northwest Pipe.

UNBILLED ACCOUNTS RECEIVABLE shall mean costs and estimated earnings in excess
of billings on uncompleted contracts as governed by the percentage of completion
method of accounting under GAAP, provided that, if applicable, such Unbilled
Accounts Receivable are supported by documentation between Northwest Pipe or
Thompson Pipe, as applicable, and the account debtor, which documentation must
be satisfactory to CITBC and copies of which will be delivered to CITBC upon
CITBC's request.

WORKING CAPITAL shall mean Current Assets in excess of Current Liabilities,
determined in accordance with GAAP on a basis consistent with the latest audited
statements.

SECTION 2.  CONDITIONS PRECEDENT

                   2.1 CONDITIONS TO CLOSING. The obligation of CITBC to amend
and restate the August 17, 1994 Financing Agreement as provided herein, and to
make the initial loans hereunder, is subject to the satisfaction of, or waiver
of, immediately prior to or concurrently with such amendment and restatement and
the making of such loans, the following conditions precedent:

                   A) LIEN SEARCHES - CITBC shall have received tax, judgment
and Uniform Commercial Code searches satisfactory to CITBC for all locations
presently occupied or used by the Companies.

                   B) CASUALTY INSURANCE - The Companies shall have delivered to
CITBC evidence satisfactory to CITBC that casualty insurance policies listing
CITBC as loss payee or mortgagee, as the case may be, are in full force and
effect, all as set forth in Section 7, paragraph 7.5 of this Financing
Agreement.

                   C) UCC FILINGS - Any documents (including without limitation,
financing statements) required to be filed in order to create in favor of CITBC,
subject to the Permitted

Encumbrances, a first and exclusive perfected security interest in the
Collateral with respect to which a security interest may be perfected by a
filing under the Uniform Commercial Code shall have been properly filed in each
office in each jurisdiction required in order to create in favor of CITBC a
perfected lien on the Collateral. CITBC shall have received acknowledgement
copies of all such filings (or, in lieu thereof, CITBC shall have received other
evidence satisfactory to CITBC that all such filings have been made); and CITBC
shall have received evidence that all necessary filing fees and all taxes or
other expenses related to such filings have been paid in full.

                   D) EXAMINATION & VERIFICATION - CITBC shall have completed to
the satisfaction of CITBC an examination and verification of the Accounts,
Inventory, Equipment, books and records of the Companies.

                   E) OPINIONS - CITBC shall have received the following
opinions of counsel:

                              (1) an opinion from counsel for the Companies
                    opining, inter alia, that, subject to i) the filing,
                    priority and remedies provisions of the Uniform Commercial
                    Code, ii) the provisions of the Bankruptcy Code, insolvency
                    statutes or other like laws, iii) the equity powers of a
                    court of law and iv) such other matters as may be agreed
                    upon with CITBC, the Loan Documents, including without
                    limitation this Financing Agreement, are x) valid, binding
                    and enforceable against the Companies according to their
                    terms, y) are duly authorized, executed and delivered by the
                    Companies and z) do not violate any terms, provisions,
                    representations or covenants in the charter or by-laws of
                    any Company or, to the best knowledge of such counsel, of
                    any loan agreement, mortgage, deed of trust, note, security
                    or pledge agreement or indenture to which any Company is a
                    signatory or by which any Company or its assets are bound.

                              (2) an opinion from counsel for ICPC and CHL
                    opining, inter alia, that, (A) the purchase and sale
                    transaction contemplated by the Stock Purchase

                    Agreement has closed in accordance with its terms, and (B)
                    subject to such matters as may be agreed upon with CITBC,
                    the Stock Purchase Agreement is x) valid, binding and
                    enforceable against ICPC and CHL according to its terms, y)
                    is duly authorized, executed and delivered by ICPC and CHL,
                    and z) does not violate any terms, provisions,
                    representations or covenants in the charter or by-laws of
                    ICPC or CHL or, to the best knowledge of such counsel, of
                    any loan agreement, mortgage, deed of trust, note, security
                    or pledge agreement or indenture to which ICPC or CHL is a
                    signatory or by which ICPC or CHL or their respective assets
                    are bound. CITBC agrees that an otherwise acceptable opinion
                    from counsel for ICPC and CHL in favor of Northwest Pipe
                    shall satisfy this condition if CITBC is specifically
                    entitled to rely on such opinion as an additional addressee
                    or by way of an acceptable reliance letter.

                              (3) an opinion from counsel for the Companies
                    opining, inter alia, that, (A) the purchase and sale
                    transaction contemplated by the Stock Purchase Agreement has
                    closed in accordance with its terms, and (B) subject to such
                    matters as may be agreed upon with CITBC, the Stock Purchase
                    Agreement is x) valid, binding and enforceable against
                    Northwest Pipe and Thompson Pipe according to its terms, y)
                    is duly authorized, executed and delivered by Northwest Pipe
                    and Thompson Pipe, and z) does not violate any terms,
                    provisions, representations or covenants in the charter or
                    by-laws of Northwest Pipe or Thompson Pipe or, to the best
                    knowledge of such counsel, of any loan agreement, mortgage,
                    deed of trust, note, security or pledge agreement or
                    indenture to which Northwest Pipe or Thompson Pipe is a
                    signatory or by which Northwest Pipe or Thompson Pipe or
                    their respective assets are bound.

                   F) ADDITIONAL DOCUMENTS - The Companies shall have executed
and delivered to CITBC all loan documents necessary to consummate the lending
arrangement contemplated between the Companies and CITBC.

                   G) ENVIRONMENTAL REPORT - CITBC shall have received
environmental audit reports on i) all of Thompson Pipe's and Thompson Steel's
leasehold and fee interests, and ii) Thompson Pipe's and Thompson Steel's waste
disposal practices. The reports must x) be satisfactory to CITBC and y) not
disclose or indicate any material liability (real or potential) stemming from
either such Company's premises, its operations, its waste disposal practices or
waste disposal sites used by such Company. To the extent that additional
compliance is suggested pursuant to such reports, such Company shall provide
CITBC a written plan for reasonable response thereto within 120 days of the
Closing Date, which plan and response shall be mutually satisfactory to such
Company and CITBC, provided that if such agreement is not reached within said
period it shall be deemed an Event of Default hereunder.

                   H) BOARD RESOLUTION - CITBC shall have received copies of
each of the following:

                        (1) resolutions of the Board of Directors of each
                   Company authorizing the execution, delivery and performance
                   of (i) this Financing Agreement, (ii) any related agreements,
                   and (iii) if applicable, the Stock Purchase Agreement, in
                   each case certified by the Secretary or Assistant Secretary
                   of such Company as of the date hereof, and together with a
                   certificate of the Secretary or Assistant Secretary of such
                   Company as to the incumbency and signature of the officers of
                   such Company executing the Stock Purchase Agreement (if
                   applicable), this Financing Agreement and any certificate or
                   other documents to be delivered by it pursuant hereto,
                   together with evidence of the incumbency of such Secretary or
                   Assistant Secretary.

                        (2) resolutions of the Board of Directors of CHL and
                   ICPC authorizing the execution, delivery and performance of
                   the Stock Purchase Agreement, in each case certified by the
                   Secretary or Assistant Secretary of such company as of the
                   date hereof, and together with a certificate of the Secretary
                   or Assistant Secretary of such company as to the incumbency
                   and signature of the officers of such company executing

                   the Stock Purchase Agreement, together with evidence of the
                   incumbency of such Secretary or Assistant Secretary.

                   I) CORPORATE ORGANIZATION - CITBC shall have received (i) a
copy of the Articles or Certificate of Incorporation of each Company certified
by the Secretary of State of its state of incorporation, and (ii) a copy of the
By-Laws (as amended through the date hereof) of each Company and certified by
the Secretary or Assistant Secretary of such Company.

                   J) OFFICER'S CERTIFICATE - CITBC shall have received an
executed Officer's Certificate of each Company, satisfactory in form and
substance to CITBC, certifying that (i) the representations and warranties
contained herein are true and correct in all material respects on and as of the
date hereof; (ii) the Companies are in compliance with all of the terms and
provisions set forth herein; and (iii) no Event of Default, or any event which,
with the giving of notice or the passage of time or both would constitute an
Event of Default, has occurred.

                   K) ABSENCE OF DEFAULT - No Default, Event of Default or
material adverse change in the financial condition, business, prospects,
profits, operations or assets of any Company shall have occurred, and no Default
or Event of Default shall exist under the August 17, 1994 Financing Agreement.

                   L) LEGAL RESTRAINTS/LITIGATION - At the date of execution of
this Financing Agreement there shall be no outstanding suits or actions naming
any Company as a defendant other than with respect of those matters listed on
Schedule 5 hereto, provided further that, there shall be no x) litigation,
investigation or proceeding (judicial or administrative) pending or threatened
against any Company or its assets, by any agency, division or department of any
county, city, state or Federal government arising out of this Financing
Agreement, y) injunction, writ or restraining order restraining or prohibiting
the consummation of the financing arrangements contemplated under this Financing
Agreement, or z) to the best knowledge of the Companies, suit, action,
investigation or proceeding (judicial or administrative) pending or threatened
against any Company or its assets, which, in the opinion of CITBC, if adversely
determined,

could have a material adverse effect on the business, operation, assets,
financial condition or Collateral of such Company.

                   M) DISBURSEMENT AUTHORIZATION - The Companies shall have
delivered to CITBC all information necessary for CITBC to issue wire transfer
instructions on behalf of the Companies for the initial and subsequent loans
and/or advances to be made under this Financing Agreement including, but not
limited to, disbursement authorizations in form acceptable to CITBC.

                   N) LOCK BOX AGREEMENTS - As of the Closing Date, the
Northwest Pipe lock box agreement(s) for its collection account(s) shall be in
full force and effect.

                   O) DEPOSITORY ACCOUNT - One or more concentration accounts
shall have been established in form and substance satisfactory to CITBC and
shall provide, without limitation, that the proceeds of any Canadian Accounts
shall first be converted from Canadian Dollars to U.S. Dollars prior to deposit
of any such proceeds in said account.

                   P) THIRD PARTY WAIVERS - The Companies shall provide
applicable third party documents to CITBC so that CITBC has a first and
exclusive lien on Eligible Accounts Receivable, Eligible Inventory, Chattel
Paper and any Equipment at locations which any Company uses, leases or occupies,
all in form and substance reasonably satisfactory to CITBC. Inventory located in
any facility which is not owned by a Company, including at any leased premises,
third party processor or warehouse, for which CITBC has not received a waiver,
in form and substance satisfactory to CITBC as of the Closing Date, shall be
deemed ineligible and CITBC may establish an Availability Reserve for up to
three (3) months rent or processing charges for any such premises.
Notwithstanding anything to the contrary herein, for purposes of Section 3 and 6
hereof, this condition precedent shall not terminate as of the Closing Date.

                   Q) MINIMUM CLOSING AVAILABILITY - Based upon CITBC's
completion of an updated examination of Northwest Pipe's and Thompson Pipe's
Accounts and Inventory, after giving effect to any Revolving Loans, Letters of
Credit, Capex Loans and any other extensions of credit made or continued by
CITBC on the Closing

Date, (i) Northwest Pipe Availability for further Revolving Loans shall be not
less than $3,000,000, and (ii) Thompson Pipe Availability for further Revolving
Loans shall be not less than $1,000,000, in each case without regard to the
$32,000,000 limit on the aggregate Revolving Line of Credit. The foregoing shall
be evidenced by estimated borrowing base certificates delivered by the Companies
to CITBC on the Closing Date, and the Companies shall deliver final borrowing
base certificates for the month ended May 31, 1996 within 21 days after the
Closing Date confirming such Availabilities.

It is understood that such requirement contemplates that all of the Companies'
debts and obligations are current to the reasonable satisfaction of CITBC and
that all payables are being handled in the normal course of the Companies'
business and consistent with its past practice.

                   R) INSURANCE - The Companies shall have delivered to CITBC a
certificate from each of their insurance carriers in form and substance
satisfactory to CITBC evidencing that the coverage required by Section 7,
paragraph 7.5, hereof, and the endorsements thereof, in form and substance
satisfactory to CITBC, listing CITBC as loss payee or mortgagee, as the case may
be, are in full force and effect, all as set forth in Section 7 of this
Financing Agreement.

                   S) FEES AND EXPENSES - On the Closing Date, the Companies
shall have reimbursed CITBC for all Out-of-Pocket Expenses for which a request
for payment shall have been made at or prior to the Closing Date.

                   T) ABSENCE OF MATERIAL ADVERSE CHANGE - No material adverse
change shall have occurred in the financial condition, business, prospects,
profitability, assets (including without limitation the Collateral) or
operations of any Company or its subsidiaries.

                   U) PERFECTION CERTIFICATE - CITBC shall have received a
Perfection Certificate from each Company in form and substance acceptable to
CITBC.

                   V) EXECUTION AND DELIVERY OF LOAN DOCUMENTS - CITBC shall
have received signed Promissory Notes and the other Loan Documents.

                   W) QUALIFICATION - Each of the Companies shall be qualified
to do business and in good standing in each state where the failure to so
qualify could have a material adverse effect on such Company, and shall be in
good standing in its state of incorporation.

                   X) DELIVERY OF PLEDGED STOCK - Northwest Pipe and Thompson
Pipe shall have delivered to CITBC all of the Pledged Stock, along with undated
stock powers in blank for each certificate.

                   Y) STOCK PURCHASE AGREEMENT - Prior to or concurrently with
the closing hereof, the purchase and sale transaction contemplated by the Stock
Purchase Agreement shall close in accordance with its terms, and the "Effective
Time" as defined therein shall have passed.

                   Z) RELEASE OF COMPANIES, LIENS - Concurrently with the
closing hereof, Congress Financial Corporation shall be repaid in full and (i)
shall give a general release of the Companies, (ii) shall release or assign in
favor of CITBC any and all liens it may have on the assets of the Companies,
including by way of UCC terminations and assignments and, with respect to the
Real Estate, reconveyances and assignments, and (iii) shall have no recourse
against the Companies.

                   2.2 CONDITIONS TO EACH EXTENSION OF CREDIT

                   Except to the extent expressly set forth in this Financing
Agreement, the agreement of CITBC to make any extension of credit requested to
be made by it to any Company on any date (including without limitation, the
extensions of credit on the Closing Date) is subject to the satisfaction of the
following conditions precedent:

                   A) REPRESENTATIONS AND WARRANTIES - Each of the
representations and warranties made by the Companies in or pursuant to this
Financing Agreement shall be true and correct in

all material respects on and as of such date as if made on and as of such date.

                   B) NO DEFAULT - No Default or Event of Default shall have
occurred and be continuing on such date or after giving effect to the extension
of credit requested to be made on such date.

                    C) NORTHWEST PIPE BORROWING BASE - Except as may be
otherwise agreed to from time to time by CITBC and the Companies in writing,
after giving effect to any extension of credit requested to be made by Northwest
Pipe on such date, i) the aggregate outstanding Revolving Loans and Letters of
Credit owing by the Companies will not exceed the Revolving Line of Credit, ii)
the aggregate outstanding Capex Loans will not exceed the Capex Line, and iii)
the extension of credit requested on such date shall be within Northwest Pipe's
Availability then applicable to Northwest Pipe.

                   D) THOMPSON PIPE BORROWING BASE - Except as may be otherwise
agreed to from time to time by CITBC and the Companies in writing, after giving
effect to any extension of credit requested to be made by Thompson Pipe on such
date, i) the aggregate outstanding Revolving Loans and Letters of Credit owing
by the Companies will not exceed the Revolving Line of Credit, ii) the aggregate
outstanding Capex Loans will not exceed the Capex Line, and iii) the extension
of credit requested on such date shall be within Thompson Pipe's Availability
then applicable to Thompson Pipe.

                   E) ADDITIONAL MATTERS - All corporate and other proceedings,
and all documents, instruments and other legal matters in connection with the
transactions contemplated by this Financing Agreement and the other Loan
Documents shall be reasonably satisfactory in form and substance to CITBC and
(to the extent that such proceedings documents, instruments and other matters
relate to the Collateral or CITBC) CITBC shall have received such other
documents and legal opinions in respect of any aspect or consequence of the
transactions contemplated hereby or thereby, as CITBC shall reasonably request.

Each borrowing by the Companies hereunder shall constitute a representation and
warranty by the Companies as of the date of such loan or advance that each of
the representations, warranties and covenants contained in this Financing
Agreement have been satisfied and are true and correct, except as the Companies
and CITBC shall otherwise agree herein or in a separate writing.

SECTION 3.  REVOLVING LOANS

                   3.1 (A) CITBC agrees, subject to the terms and conditions of
this Financing Agreement from time to time, and within x) the Northwest Pipe
Availability and y) in the aggregate with Revolving Loans to Thompson Pipe, the
Revolving Line of Credit, but subject to CITBC's right to make "overadvances"
(defined below), to make loans and advances to Northwest Pipe on a revolving
basis (i.e. subject to the limitations set forth herein, Northwest Pipe may
borrow, repay and re-borrow Revolving Loans). Such loans and advances shall be
in amounts up to the sum of: (i) eighty-five percent (85%) of the outstanding
Eligible Northwest Pipe Accounts Receivable (including bill-and-hold Accounts),
(ii) fifty percent (50%) of the outstanding Unbilled Accounts Receivable of
Northwest Pipe and (iii) sixty percent (60%) of the aggregate value of Eligible
Northwest Pipe Inventory as determined at the lower of cost or market.

                   (B) CITBC agrees, subject to the terms and conditions of this
Financing Agreement from time to time, and within x) the Thompson Pipe
Availability and y) in the aggregate with Revolving Loans to Northwest Pipe, the
Revolving Line of Credit, but subject to CITBC's right to make "overadvances"
(defined below), to make loans and advances to Thompson Pipe on a revolving
basis (i.e. subject to the limitations set forth herein, Thompson Pipe may
borrow, repay and re-borrow Revolving Loans). Such loans and advances shall be
in amounts up to the sum of: (i) eighty-five percent (85%) of the outstanding
Eligible Thompson Pipe Accounts Receivable (including bill-and-hold Accounts),
(ii) fifty percent (50%) of the outstanding Unbilled Accounts Receivable of
Thompson Pipe and (iii) sixty percent (60%) of the aggregate value of Eligible
Thompson Pipe Inventory as determined at the lower of cost or market.

                   (C) Notwithstanding the foregoing, (i) advances against total
Eligible Inventory and Unbilled Accounts Receivable shall not exceed $16,000,000
in the aggregate at any one time. All requests for loans and advances must be
received by an officer of CITBC no later than 2:00 p.m. New York time of the day
on which such loans and advances are required. Should CITBC for any reason honor
requests for advances in excess of the limitations set forth herein, such
advances shall be considered "overadvances" and shall be made in CITBC's sole
discretion, subject to any additional terms CITBC deems necessary.

                   (D) Unless otherwise agreed to in writing by CITBC, no
Revolving Loans shall be made to Thompson Steel.

                   3.2 (A) In furtherance of the continuing assignment and
security interest in the Companies' Accounts, the Companies will, upon the
creation of Accounts, execute and deliver to CITBC in such form and manner as
CITBC may reasonably require, solely for CITBC's convenience in maintaining
records of collateral, such confirmatory schedules of Accounts as CITBC may
reasonably request, and such other appropriate reports designating, identifying
and describing the Accounts as CITBC may reasonably require. In addition, upon
CITBC's request the Companies shall provide CITBC with copies of agreements
with, or purchase orders from, the Companies' customers, and copies of invoices
to customers, proof of shipment or delivery and such other documentation and
information relating to said Accounts and other collateral as CITBC may
reasonably require. Failure to provide CITBC with any of the foregoing shall in
no way affect, diminish, modify or otherwise limit the security interests
granted herein. The Companies hereby authorize CITBC to regard any Company's
printed name or rubber stamp signature on assignment schedules or invoices as
the equivalent of a manual signature by one of such Company's authorized
officers or agents.

                   (B) The obligation of the Companies to repay the principal
amount of the Revolving Loans made pursuant to this Section 3 and pursuant to
any Letter of Credit Guaranty issued pursuant to Section 5 by CITBC and to pay
interest thereon shall be evidenced in part by Promissory Notes in the form of
Exhibit C attached hereto. Each Company's outstanding Obligations applicable
thereto may be set forth in the balance column on the

grid page attached to said note or on the separate ledgers maintained by CITBC.
All such advances, whether or not so recorded, shall be due as part of said
note. Promissory Notes executed by each of Northwest Pipe and Thompson Pipe
shall be delivered to CITBC on the Closing Date.

         3.3 Each Company hereby represents and warrants that: each Account is
based on an actual and bona fide sale and delivery of goods or rendition of
services to customers, made by such Company in the ordinary course of its
business; the goods and inventory being sold and the Accounts created are the
exclusive property of such Company and are not and shall not be subject to any
lien, consignment arrangement, encumbrance, security interest or financing
statement whatsoever, other than the Permitted Encumbrances; the invoices
evidencing such Accounts are in the name of such Company; and the customers of
such Company have accepted the goods or services, owe and are obligated to pay
the full amounts stated in the invoices according to their terms, without
dispute, offset, defense, counterclaim or contra, except for disputes and other
matters arising in the ordinary course of business of which such Company has
advised CITBC pursuant to paragraph 5 of this Section 3. Each Company confirms
to CITBC that any and all taxes or fees relating to its business, its sales, the
Accounts or goods relating thereto, are its sole responsibility and that same
will be paid by such Company when due and that none of said taxes or fees
represent a lien on or claim against the Accounts. Each Company also warrants
and represents that it is a duly and validly existing corporation and is
qualified in all states where the failure to so qualify would have an adverse
effect on the business of such Company or the ability of such Company to enforce
collection of Accounts due from customers residing in that state. Each Company
agrees to maintain such books and records regarding Accounts as CITBC may
reasonably require and agrees that the books and records of such Company will
reflect CITBC's interest in the Accounts. All of the books and records of the
Companies will be available to CITBC at normal business hours, including any
records handled or maintained for the Companies by any other company or entity.

         3.4 Until CITBC has advised the Companies to the contrary after the
occurrence of an Event of Default, the

Companies may and will enforce, collect and receive all amounts owing on the
Accounts for CITBC's benefit and on CITBC's behalf, but at the Companies'
expense; such privilege shall terminate automatically upon the institution by or
against any Company of any proceeding under any bankruptcy or insolvency law or,
at the election of CITBC, upon the occurrence of any other Event of Default and
until such Event of Default is waived or cured to CITBC's satisfaction. The
Companies shall direct all of their account debtors to deposit any and all
proceeds of Collateral into the Depository Account (as defined below), and any
checks, cash, notes, chattel paper or other instruments or property received by
the Companies with respect to any Accounts shall be held by the Companies in
trust for CITBC, separate from the Companies' own property and funds, and
immediately turned over to CITBC with proper assignments or endorsements by
deposit to the special depository accounts in CITBC's name designated by CITBC
for such purposes (the "Depository Accounts"). All amounts received by CITBC in
payment of Accounts will be credited to the applicable Company's accounts upon
CITBC's receipt of "collected funds" at CITBC's bank account in New York, New
York on the Business Day of receipt if received no later than 1:00 pm or on the
next succeeding Business Day if received after 1:00 pm. No checks, drafts or
other instrument received by CITBC shall constitute final payment to CITBC
unless and until such instruments have actually been collected.

         3.5 The Companies agree to notify CITBC promptly of any matters
materially affecting the value, enforceability or collectibility of any Account
and of all material customer disputes, offsets, defenses, counterclaims,
returns, rejections and all reclaimed or repossessed merchandise or goods. The
Companies agree to issue credit memoranda promptly (with duplicates to CITBC
upon request after the occurrence of an Event of Default) upon accepting returns
or granting allowances, and may continue to do so until CITBC has notified the
Companies that an Event of Default has occurred and that all future credits or
allowances are to be made only after CITBC's prior written approval. Upon the
occurrence of an Event of Default and until such time as such Event of Default
is waived or cured to CITBC's satisfaction and on notice from CITBC, the
Companies agree that all returned, reclaimed or repossessed merchandise or goods
shall 

be set aside by the Companies, marked with CITBC's name (as secured party) and
held by the Companies for CITBC's account.

         3.6 CITBC shall maintain separate accounts on its books in each
Company's name in which such Company will be charged with loans and advances
made by CITBC to it or for its account, and with any other Obligations,
including any and all costs, expenses and reasonable attorney's fees which CITBC
may incur in connection with the exercise by or for CITBC of any of the rights
or powers herein conferred upon CITBC, or in the prosecution or defense of any
action or proceeding to enforce or protect any rights of CITBC in connection
with this Financing Agreement, the other Loan Documents or the Collateral
assigned hereunder, or any Obligations owing to CITBC by the Companies. Each
Company will be credited with all amounts received by CITBC from such Company or
from others for such Company's account, including, as above set forth, all
amounts received by CITBC in payment of assigned Accounts and such amounts will
be applied to payment of the Obligations. In no event shall prior recourse to
any Accounts or other security granted to or by the Companies be a prerequisite
to CITBC's right to demand payment of any Obligation. Further, it is understood
that CITBC shall have no obligation whatsoever to perform in any respect any of
the Companies' contracts, lease agreements or obligations relating to the
Accounts.

         3.7 After the end of each month, CITBC shall promptly send the
Companies one or more statements showing the accounting for the charges, loans,
advances and other transactions occurring between CITBC and each Company during
that month. The monthly statements shall be deemed correct and binding upon the
Companies and shall constitute an account stated between the Companies and CITBC
unless CITBC receives a written statement of the exceptions within thirty (30)
days of the date of the monthly statement.

SECTION 4.  CAPITAL EXPENDITURE TERM LOANS

         4.1 Northwest Pipe and Thompson Pipe have requested and CITBC has
agreed to provide Northwest Pipe and Thompson Pipe with one or more term loans
in an aggregate amount not to exceed the Capex Line for expenditures approved by
CITBC and made after the Closing Date. Upon receipt by CITBC of a Capex
Promissory 

Note in the form of Exhibit A attached hereto from Northwest Pipe or Thompson
Pipe, as applicable, CITBC will extend a Capex Loan to such Company, provided
all of the conditions listed below are fulfilled to the sole but reasonable
satisfaction of CITBC. The conditions are as follows:

         a)     Each requested Capex Loan must be within i) the Capex Line and
                ii) the Capex Availability.

         b)     The aggregate amount of outstanding Capex Loans to Northwest
                Pipe can at no time exceed the sum of x) eighty percent (80%) of
                the orderly liquidation value of unencumbered Equipment owned by
                Northwest Pipe, determined in accordance with appraisals
                delivered to and reasonably satisfactory to CITBC; y) fifty
                percent (50%) of the fair market value of unencumbered Real
                Estate owned by Northwest Pipe, determined in accordance with
                appraisals delivered to and reasonably satisfactory to CITBC,
                and z) without duplication, seventy-five percent (75%) of the
                purchase price of new Equipment purchased by Northwest Pipe,
                provided that all loans made pursuant to clause y) above, in the
                aggregate with loans made pursuant to clause (y) of paragraph
                4.1(c) below, may not exceed $4,000,000.00 in the aggregate at
                any time.

         c)     The aggregate amount of outstanding Capex Loans to Thompson Pipe
                can at no time exceed the sum of x) eighty percent (80%) of the
                orderly liquidation value of unencumbered Equipment owned by
                Thompson Pipe, determined in accordance with appraisals
                delivered to and reasonably satisfactory to CITBC; y) fifty
                percent (50%) of the fair market value of unencumbered Real
                Estate owned by Thompson Pipe, determined in accordance with
                appraisals delivered to and reasonably satisfactory to CITBC,
                and z) without duplication, seventy-five percent (75%) of the
                purchase price of new Equipment purchased by 

                Thompson Pipe, provided that all loans made pursuant to
                clause y) above, in the aggregate with loans made pursuant to
                clause (y) of paragraph 4.1(b) above, may not exceed
                $4,000,000.00 in the aggregate at any time.

         d)     Northwest Pipe and Thompson Pipe must give CITBC at least thirty
                (30) days' prior written notice of its intention to enter into a
                Capex Loan;

         e)     Each funding of a Capex Loan shall be made only after CITBC
                shall have received and approved to its satisfaction all
                appraisals, invoices, purchase orders, and/or other contracts
                and any additional information CITBC may request with respect to
                the expenditure as herein set forth;

         f)     Northwest Pipe and Thompson Pipe shall (i) execute such
                documents as CITBC may reasonably require to obtain a first lien
                upon any assets purchased with proceeds from the Capex Loan and
                (ii) provide such documents and information as CITBC shall
                require, including a schedule which shall include copies of
                invoices, purchases, or executed contracts for such purchase and
                disbursements in connection therewith, with evidence of payment
                thereon;

         g)     Capex Loans shall only be used by Northwest Pipe and Thompson
                Pipe to purchase assets on which CITBC has a first lien
                position, and such assets shall not constitute an attachment,
                accessory, accession, replacement, substitution, addition or
                improvement of any Equipment, fixture or line on which any other
                creditor has a first lien position;

         h)     Capex Loans may only be requested by Northwest Pipe and Thompson
                Pipe during the period commencing on the Closing Date and
                expiring at 2:00 p.m. (New York City time) on the third
                Anniversary Date.

         i)     Each of Northwest Pipe and Thompson Pipe may request no more
                than one (1) Capex Loan during any calendar quarter. Unless
                otherwise agreed to in writing by CITBC, Thompson Steel may not
                request Capex Loans.

         j)     Northwest Pipe and Thompson Pipe may request, and CITBC agrees
                to make, any such Capex Loans as aforesaid absent the occurrence
                of a Default which has not been waived in writing by CITBC or
                cured to the satisfaction of CITBC or an Event of Default which
                has not been waived in writing by CITBC.

         4.2 Each Capex Loan will be repaid to CITBC by the applicable Company
in equal quarterly installments of principal computed on a five (5) year
amortization schedule, whereby the installments shall commence on the last day
of the first fiscal quarter following the advance of the Capex Loan, and shall
continue to be paid on the last day of each fiscal quarter thereafter until paid
in full.

         4.3 To the extent repaid, Capex Loans may not be reborrowed under this
Financing Agreement.

         4.4 All Capex Loans made by CITBC under this Section 4 and all payments
and prepayments made on account of the principal thereof shall be recorded by
CITBC in its internal records. Each Company authorizes CITBC to record on the
schedules to the Capex Promissory Note(s) or in its internal records (computer
or otherwise) the amount of each Capex Loan made by CITBC under this Section 4
and the amount of each repayment received by CITBC, provided that any failure by
CITBC to make any such entry shall not affect the obligations of the Companies
hereunder or under the Capex Promissory Note(s) or otherwise in respect of the
Capex Loan(s). All entries made by CITBC including notations on any schedule to
the Capex Promissory Note(s) or in the internal records of CITBC (computer or
otherwise) shall be deemed correct in the absence of manifest error.

         4.5 Each Company may prepay at its option, in whole or in part, the
Capex Loans; provided, that on each such prepayment, such Company shall pay x)
accrued interest on the principal so prepaid to the date of such prepayment and
y) the Libor Prepayment Penalty, if applicable.

         4.6 Each voluntary and mandatory prepayment shall be applied to the
last maturing installments of principal of any Capex Loan designated by the
Companies until paid in full; provided, however, if the Companies do not so
designate a Capex Loan, then CITBC may apply such prepayment to a Capex Loan of
its choosing.

         4.7 Each Company hereby authorizes CITBC to charge its Revolving Loan
Account with the amount of all principal, interest, fees and any other amounts
due under this Section 4 as such amounts become due. Each Company confirms that
any charges which CITBC may so make to its Revolving Loan Account as herein
provided will be made as an accommodation to such Company and solely at CITBC's
discretion.

         4.8 In the event this Financing Agreement or the Line of Credit is
terminated by either CITBC or the Companies for any reason whatsoever, all Capex
Loans shall become due and payable on the effective date of such termination
notwithstanding any provision to the contrary in the Capex Promissory Notes or
this Financing Agreement.

SECTION 5.  LETTERS OF CREDIT

         In order to assist the Companies in establishing or opening standby
Letters of Credit with an Issuing Bank the Companies have requested CITBC to
join in the applications for such Letters of Credit, and/or guarantee payment or
performance of such Letters of Credit and any drafts or acceptances thereunder
through the issuance of the Letter of Credit Guaranties, thereby lending CITBC's
credit to the Companies, and CITBC has agreed to do so. These arrangements shall
be handled by CITBC subject to the terms and conditions set forth below.

         5.1 The amount, purpose and extent of the standby Letters of Credit and
changes or modifications thereof by the 

Companies and/or the Issuing Bank of the terms and conditions thereof shall in
all respects be subject to the prior approval of CITBC in the exercise of its
reasonable discretion; provided however, that: a) in no event may the aggregate
amount of all such outstanding standby Letters of Credit exceed, in the
aggregate, at any one time $8,000,000.00; b) the Letters of Credit and all
documentation in connection therewith shall be in form and substance reasonably
satisfactory to the Companies, CITBC and the Issuing Bank; c) the Letter of
Credit line of credit shall be deemed to be a subline within the Revolving Line
of Credit and all Letters of Credit shall be reserved dollar for dollar from
Northwest Pipe Availability or Thompson Pipe Availability, as applicable, as an
Availability Reserve; and (d) except to the extent provided in paragraph 5.9
below, CITBC shall not assist Thompson Steel in establishing or opening letters
of credit as set forth in this Section 5.

         5.2 CITBC shall have the right, without notice to the Companies, to
charge the applicable Company's account on CITBC's books with the amount of any
and all indebtedness, liability or obligation of any kind incurred by CITBC
under the Letter of Credit Guaranty at the earlier of a) payment by CITBC under
the Letter of Credit Guaranty, or b) the occurrence of an Event of Default. Any
amount charged to a Company's loan account shall be deemed a Revolving Loan
hereunder and shall incur interest at the rate provided in Section 8, paragraph
8.1 of this Financing Agreement.

         5.3 Each Company unconditionally indemnifies CITBC and holds CITBC
harmless from any and all loss, claim or liability incurred by CITBC arising
from any transactions or occurrences relating to Letters of Credit established
or opened for such Company's account, the collateral relating thereto and any
drafts or acceptances thereunder, and all Obligations thereunder, including any
such loss or claim due to any action taken by any Issuing Bank, other than for
any such loss, claim or liability arising out of the gross negligence or willful
misconduct by CITBC under the Letter of Credit Guaranty. Each Company further
agrees to hold CITBC harmless from any errors or omission, negligence or
misconduct by the Issuing Bank, provided however that, the foregoing shall not
be deemed to be a waiver of or otherwise limit such Company's rights with
respect to the 

Issuing Bank. Each Company's unconditional obligation to CITBC hereunder shall
not be modified or diminished for any reason or in any manner whatsoever, other
than as a result of CITBC's gross negligence or willful misconduct. Each Company
agrees that any charges incurred by CITBC for such Company's account by the
Issuing Bank shall be conclusive on CITBC and may be charged to such Company's
account.

         5.4 CITBC shall not be responsible for: the existence, character,
quality, quantity, condition, packing, value or delivery of the goods purporting
to be represented by any documents; any difference or variation in the
character, quality, quantity, condition, packing, value or delivery of the goods
from that expressed in the documents; the validity, sufficiency or genuineness
of any documents or of any endorsements thereon, even if such documents should
in fact prove to be in any or all respects invalid, insufficient, fraudulent or
forged; the time, place, manner or order in which shipment is made; partial or
incomplete shipment, or failure or omission to ship any or all of the goods
referred to in the Letters of Credit or documents; any deviation from
instructions; delay, default, or fraud by the shipper and/or anyone else in
connection with the Collateral or the shipping thereof; or any breach of
contract between the shipper or vendors and the Companies. Furthermore, without
being limited by the foregoing, CITBC shall not be responsible for any act or
omission with respect to or in connection with any Collateral imported pursuant
to any Letter of Credit.

         5.5 Each Company agrees that any action taken by CITBC, if taken in
good faith, or any action taken by any Issuing Bank, under or in connection with
the Letters of Credit, the guarantees, the drafts or acceptances, or the
Collateral, shall be binding on such Company and shall not put CITBC in any
resulting liability to such Company. In furtherance thereof, CITBC shall have
the full right and authority to clear and resolve any questions of
non-compliance of documents; to give any instructions as to acceptance or
rejection of any documents or goods; to execute any and all steamship or airways
guaranties (and applications therefore), indemnities or delivery orders; to
grant any extensions of the maturity of, time of payment for, or time of
presentation of, any drafts, acceptances, or documents; 

and to agree to any amendments, renewals, extensions, modifications, changes or
cancellations of any of the terms or conditions of any of the applications,
Letters of Credit, drafts or acceptances; all in CITBC's sole name, and the
Issuing Bank shall be entitled to comply with and honor any and all such
documents or instruments executed by or received solely from CITBC, all without
any notice to or any consent from the Companies.

         5.6 Without CITBC's express consent and endorsement in writing, each
Company agrees: a) not to execute any and all applications for steamship or
airway guaranties, indemnities or delivery orders; to grant any extensions of
the maturity of, time of payment for, or time of presentation of, any drafts,
acceptances or documents; or to agree to any amendments, renewals, extensions,
modifications, changes or cancellations of any of the terms or conditions of any
of the applications, Letters of Credit, drafts or acceptances; and b) after the
occurrence of an Event of Default which is not cured within any applicable grace
period, if any, or waived by CITBC, not to i) clear and resolve any questions of
non-compliance of documents, or ii) give any instructions as to acceptance or
rejection of any documents or goods.

         5.7 Each Company agrees that any necessary import, export or other
licenses or certificates for the import or handling of the Collateral will have
been promptly procured; all foreign and domestic governmental laws and
regulations in regard to the shipment and importation of the Collateral, or the
financing thereof will have been promptly and full complied with; and any
certificates in that regard that CITBC may at any time request will be promptly
furnished. In this connection, each Company warrants and represents that all
shipments of Inventory pursuant to Letters of Credit opened pursuant hereto and
made under any such Letters of Credit are in accordance with the laws and
regulations of the countries in which the shipments originate and terminate, and
are not prohibited by any such laws and regulations. Each Company assumes all
risk, liability and responsibility for, and agrees to pay and discharge, all
present and future local, state, federal or foreign taxes, duties, or levies.
Any embargo, restriction, laws, customs or regulations of any country, state,
city, or other political subdivision, 

where the Collateral is or may be located, or wherein payments are to be made,
or wherein drafts may be drawn, negotiated, accepted, or paid, shall be solely
the Companies' risk, liability and responsibility.

         5.8 Upon any payments made to the Issuing Bank under the Letter of
Credit Guaranty, CITBC shall acquire by subrogation, any rights, remedies,
duties or obligations granted or undertaken by the applicable Company to the
Issuing Bank in any application for Letters of Credit, any standing agreement
relating to Letters of Credit or otherwise, all of which shall be deemed to have
been granted to CITBC and apply in all respects to CITBC and shall be in
addition to any rights, remedies, duties or obligations contained herein.

         5.9 Thompson Steel has pledged certain assets in connection with the
issuance by the Kentucky Rural Economic Development Authority and the County of
Caldwell, Kentucky of Industrial Revenue Bonds having an aggregate original
principal value of $5,700,000 and $2,500,000, respectively (the "Bonds"). The
approximate outstanding balance owing to the holders of the Bonds on the date
hereof does not exceed $3,000,000. Congress Financial Corporation has issued
letters of credit for the account of Thompson Steel in connection with the
Bonds; and CITBC, concurrently herewith, has provided the Congress
Indemnification in favor of Congress Financial Corporation in the event draws
are made on such letters of credit. Northwest Pipe hereby agrees and confirms
that it shall be the primary obligation of Northwest Pipe, secured by the
Collateral pledged by Northwest Pipe hereunder, to pay to CITBC any amounts
required to be paid by CITBC based upon the Congress Indemnification, and
Northwest Pipe's Obligations therefor shall be jointly and severally guaranteed
by Thompson Pipe and Thompson Steel pursuant to Section 11 hereof. Thompson Pipe
and Thompson Steel hereby each agree and confirm that the Congress
Indemnification, and the undertaking of Northwest Pipe as described in this
paragraph 5.9, constitute valuable consideration to Thompson Pipe and Thompson
Steel, as they enhance the value of each such Companies thereby. Upon the sale
of any real or personal property assets pledged by Thompson Steel in connection
with the Bonds, the entire net proceeds of such sale be applied to the Bonds,
and any excess 

shall be applied to the Obligations in such order as CITBC shall reasonably
elect.

SECTION 6.  COLLATERAL

         6.1 As security for the prompt payment in full of all loans and
advances made and to be made to the Companies from time to time by CITBC
pursuant hereto, as well as to secure the payment in full of the other
Obligations, the Companies hereby jointly and severally pledge and grant to
CITBC a continuing general lien upon and security interest in all of the
following property and interests in property (collectively, "Collateral"):

         (a)    present and hereafter acquired Inventory;

         (b)    present and hereafter acquired Equipment;

         (c)    present and future Accounts;

         (d)    present and future Documents of Title;

         (e)    present and future General Intangibles;

         (f)    Real Estate;

         (g)    Stock Collateral; and

         (h)    the proceeds of any and all of the foregoing.

Notwithstanding the foregoing, the grant of security interest by Thompson Steel
in its Real Estate and Equipment located in Princeton, Kentucky shall become
effective when consents from the trustees for the holders of the Bonds referred
to in paragraph 7.9(a) of Section 7 hereof have been obtained.

         6.2 The security interests granted hereunder shall extend and attach
to:

         (a) All Collateral which is presently in existence and which is owned
by any Company or in which any Company has any interest, whether held by such
Company or others for its account, and, if any Collateral is Equipment, whether
such Company's 

interest in such Equipment is as owner or lessee or conditional vendee;

         (b) All Equipment whether the same constitutes personal property or
fixtures, including, but without limiting the generality of the foregoing, all
dies, jigs, tools, benches, tables, accretions, component parts thereof and
additions thereto, as well as all accessories, motors, engines and auxiliary
parts used in connection with or attached to the Equipment; and

         (c) All Inventory and any portion thereof which may be returned,
rejected, reclaimed or repossessed by either CITBC or any Company from such
Company's customers, as well as to all supplies, goods, incidentals, packaging
materials, labels and any other items which contribute to the finished goods or
products manufactured or processed by any Company, or to the sale, promotion or
shipment thereof.

         6.3 The Companies agree to safeguard, protect and hold all Inventory
for CITBC's account and make no disposition thereof, provided that the Companies
may sell and/or lease their Inventory in the ordinary course of the business of
the Companies as herein provided. Absent the occurrence of an Event of Default
and notice from CITBC to the Companies to the contrary, as provided for below,
any Inventory may be sold and shipped by the Companies to their customers in the
ordinary course of the Companies' business, on open account and on terms
currently being extended by the Companies to their customers, provided that all
proceeds of all sales (including cash, accounts receivable, checks, notes,
instruments for the payment of money and similar proceeds) are forthwith
transferred, endorsed, and turned over and delivered to CITBC in accordance with
paragraph 3.4 of Section 3 of this Financing Agreement. CITBC shall have the
right to withdraw this permission at any time upon the occurrence of an Event of
Default and until such time as such Event of Default is waived or cured to
CITBC's satisfaction, in which event no further disposition shall be made of the
Inventory by the Companies without CITBC's prior written approval. Cash sales or
sales of Inventory in which a lien upon, or security interest in, Inventory is
retained by the Companies (other than bill and hold sales and material man's
liens, as expressly permitted in 

this Financing Agreement) shall be made by the Companies only with the approval
of CITBC, and the proceeds of such sales or sales of inventory for cash shall
not be commingled with the Companies' other property, but shall be segregated,
held by the Companies in trust for CITBC as CITBC's exclusive property, and
shall be delivered immediately by the Companies to CITBC in the identical form
received by the Companies by deposit to the Depository Accounts. The Companies
shall not sell any of their Inventory on a consignment basis. Upon the sale,
exchange, or other disposition of Inventory, as herein provided, the security
interest in the Companies' Inventory provided for herein shall, without break in
continuity and without further formality or act, continue in, and attach to, all
proceeds, including any instruments for the payment of money, accounts
receivable, contract rights, documents of title, shipping documents, chattel
paper and all other cash and non-cash proceeds of such sale, exchange or
disposition. As to any such sale, exchange or other disposition, CITBC shall
have all of the rights of an unpaid seller, including stoppage in transit,
replevin, rescission and reclamation.

         6.4 The Companies agree at their own cost and expense to keep the
Equipment in as good and substantial repair and condition as the same is now or
at the time the lien and security interest granted herein shall attach thereto,
reasonable wear and tear excepted, making any and all repairs and replacements
when and where necessary. The Companies also agree to safeguard, protect and
hold all Equipment for CITBC's account and make no disposition thereof unless
the Companies first obtain the prior written approval of CITBC. Any sale,
exchange or other disposition of any Equipment shall only be made by the
Companies with the prior written approval of CITBC, and the proceeds of any such
sales shall not be commingled with the Companies' other property, but shall be
segregated, held by the Companies in trust for CITBC as CITBC's exclusive
property, and shall be delivered immediately by the Companies to CITBC in the
identical form received by the Companies by deposit to the Depository Accounts.
Upon the sale, exchange, or other disposition of the Equipment, as herein
provided, the security interest provided for herein shall, without break in
continuity and without further formality or act, continue in, and attach to, all
proceeds, including any instruments for the payment of money, accounts
receivable, 

contract rights, documents of title, shipping documents, chattel paper and all
other cash and non-cash proceeds of such sales, exchange or disposition. As to
any such sale, exchange or other disposition, CITBC shall have all of the rights
of an unpaid seller, including stoppage in transit, replevin, rescission and
reclamation. Notwithstanding anything hereinabove contained to the contrary, the
Companies may sell, exchange or otherwise dispose of obsolete Equipment or
Equipment no longer needed in the Companies' operations, provided, however, that
(a) the then book value of the Equipment so disposed of does not exceed $250,000
in the aggregate in any fiscal year and (b) the proceeds of such sales or
dispositions are delivered to CITBC in accordance with the foregoing provisions
of this paragraph, except that the Companies may retain and use such proceeds to
purchase forthwith replacement Equipment which the Companies determine in their
reasonable business judgment to have a collateral value at least equal to the
Equipment so disposed of or sold, provided, however, that the aforesaid right
shall automatically cease upon the occurrence of an Event of Default which is
not cured within any applicable grace period or waived.

         6.5 The rights and security interests granted to CITBC hereunder are to
continue in full force and effect, notwithstanding the termination of this
Financing Agreement or the fact that the accounts maintained in the Companies'
names on the books of CITBC may from time to time be temporarily in a credit
position, until the final payment in full to CITBC of all Obligations and the
termination of this Financing Agreement. Any delay or omission by CITBC to
exercise any right hereunder, shall not be deemed a waiver thereof, or be deemed
a waiver of any other right, unless such waiver shall be in writing and signed
by CITBC. A waiver on any one occasion shall not be construed as a bar to or
waiver of any right or remedy on any future occasion.

         6.6 To the extent that the Obligations are now or hereafter secured by
any assets or property other than the Collateral or by the guarantee,
endorsement, assets or property of any other person, then CITBC shall have the
right in its sole discretion to determine which rights, security, liens,
security interests or remedies CITBC shall at any time pursue, foreclose upon,
relinquish, subordinate, modify or take any other action 

with respect to, without in any way modifying or affecting any of them, or any
of CITBC's rights hereunder.

         6.7 Any reserves or balances to the credit of the Companies and any
other property or assets of the Companies in the possession of CITBC may be held
by CITBC as security for any Obligations and applied in whole or partial
satisfaction of such Obligations when due. The liens and security interests
granted herein and any other lien or security interest CITBC may have in any
other assets of the Companies, shall secure payment and performance of all now
existing and future Obligations. CITBC may in its discretion charge any or all
of the Obligations to the account of the Companies when due.

         6.8 This Financing Agreement and the obligation of the Companies to
perform all of their covenants and obligations hereunder are further secured by
a mortgage, deed of trust or assignment on the Real Estate.

         6.9 The Companies shall give to CITBC from time to time such mortgage,
deed of trust or assignment on the Real Estate or real estate acquired after the
date hereof as CITBC shall require to obtain a valid first lien (other than with
respect to CITBC's second lien on Northwest Pipe's Portland, Oregon facility and
Thompson Steel's Princeton, Kentucky facility) thereon subject only to those
exceptions of title as set forth in future title insurance policies that are
satisfactory to CITBC.

         6.10 The Companies shall give to CITBC, and/or shall cause the
appropriate party to give to CITBC, from time to time such pledge or security
agreements with respect to General Intangibles (now or hereafter acquired) of
the Companies as CITBC shall require to obtain valid first liens thereon.

         6.11 Without in any way limiting the right of CITBC to enforce rights
on behalf of the Companies as provided herein, the Companies shall diligently
pursue all rights, remedies, powers and privileges available to them under the
Stock Purchase Agreement.

SECTION 7.  REPRESENTATIONS, WARRANTIES AND COVENANTS

         7.1 Each Company hereby warrants and represents and/or covenants that:
i) the fair value of such Company's assets exceeds the book value of such
Company's liabilities; ii) such Company is generally able to pay its debts as
they become due and payable; and iii) such Company does not have unreasonably
small capital to carry on its business as it is currently conducted absent
extraordinary and unforeseen circumstances. Each Company further warrants and
represents that a) except for the Permitted Encumbrances, the security interests
granted herein constitute and shall at all times constitute the first and only
liens on the Collateral; b) after filing of financing statements in the
applicable filing clerk's office in the states listed on the Perfection
Certificate, this Financing Agreement creates a valid, perfected, first priority
lien on the Collateral, that can be perfected by the filing of such financing
statements, except for the Permitted Encumbrances; c) except for the Permitted
Encumbrances, such Company is or will be at the time additional Collateral is
acquired by it, the absolute owner of the Collateral with full right to pledge,
sell, consign, transfer and create a security interest therein, free and clear
of any and all claims or liens in favor of others; d) such Company will at its
expense, until the Obligations are indefeasibly paid in full and CITBC shall
have no further commitment or obligation hereunder, warrant and, at CITBC's
request, defend the same from any and all claims and demands of any other person
other than the holders of the Permitted Encumbrances; e) such Company will not
grant, create or permit to exist, any lien upon or security interest in the
Collateral, or any proceeds thereof, in favor of any other person other than the
holders of the Permitted Encumbrances; f) the representations and warranties in
the Perfection Certificate are true and correct; g) the Equipment does not
comprise a part of the Inventory of such Company and that the Equipment is and
will only be used by such Company in its business and will not be held for sale
or lease (except as set forth in paragraph 7.10(d)), or removed from its
premises, or otherwise disposed of by such Company without the prior written
approval of CITBC except as otherwise permitted in paragraph 6.4 of Section 6 of
this Financing Agreement; (h) Schedule 1 hereto contains an accurate and
complete list as of the date hereof of all Inventory locations of the Companies;
(i) Schedule 2 hereto contains an 

accurate and complete list as of the date hereof of all trade names used by the
Companies; and (j) Schedule 3 hereto contains an accurate and complete list as
of the date hereof of all patents, trademarks and copyrights of the Companies.

         7.2 Each Company agrees to maintain books and records pertaining to the
Collateral in such detail, form and scope as CITBC shall reasonably require.
Each Company agrees that CITBC or its agents may enter upon such Company's
premises at any time during normal business hours, and from time to time, for
the purpose of inspecting the Collateral, and any and all records pertaining
thereto. Each Company agrees to afford CITBC thirty (30) days prior written
notice of any change in the location of any Collateral, other than to locations,
that as of the date hereof, are known to CITBC and at which CITBC has filed
financing statements and otherwise fully perfected its liens thereon. The
Companies are also to advise CITBC promptly, in sufficient detail, of any
material adverse change relating to the type, quantity or quality of the
Collateral or on the security interests granted to CITBC therein.

         7.3 Each Company agrees to: execute and deliver to CITBC, from time to
time, solely for CITBC's convenience in maintaining a record of the Collateral,
such written statements, and schedules as CITBC may reasonably require,
designating, identifying or describing the Collateral pledged to CITBC
hereunder. Any Company's failure, however, to promptly give CITBC such
statements, or schedules shall not affect, diminish, modify or otherwise limit
CITBC's security interests in the Collateral.

         7.4 Each Company agrees to comply with the requirements of all state
and federal laws in order to grant to CITBC valid and perfected first security
interests in the Collateral (except as otherwise provided herein) subject only
to the Permitted Encumbrances. CITBC is hereby authorized by the Companies to
file any financing statements covering the Collateral whether or not any
Company's signature appears thereon. The Companies agree to do whatever CITBC
may reasonably request, from time to time, by way of: searching records, filing
notices of liens, financing statements, amendments, renewals and continuations
thereof; cooperating with CITBC's custodians; 

keeping stock records; transferring proceeds of Collateral to CITBC's
possession; and performing such further acts as CITBC may reasonably require in
order to effect the purposes of this Financing Agreement.

         7.5 (a) The Companies agree to maintain insurance on the Real Estate,
Equipment and Inventory (wherever located) under such policies of insurance,
with such insurance companies, in such reasonable amounts and covering such
insurable risks as are at all times reasonably satisfactory to CITBC. All
policies covering the Real Estate, Equipment and Inventory are, subject to the
rights of any holders of Permitted Encumbrances holding claims senior to CITBC,
to be made payable to CITBC, in case of loss, under a standard non-contributory
"mortgagee", "lender" or "secured party" clause and are to contain such other
provisions as CITBC may require to fully protect CITBC's interest in the Real
Estate, Inventory and Equipment and to any payments to be made under such
policies. All original policies or true copies thereof are to be delivered to
CITBC, the premium paid when due and in the ordinary course of business, with
the loss payable endorsement in CITBC's favor, and shall provide for not less
than thirty (30) days' prior written notice to CITBC of the exercise of any
right of cancellation. At the Companies' request, or if the Companies fail to
maintain such insurance, CITBC may arrange for such insurance, but at the
Companies' expense and without any responsibility on CITBC's part for: obtaining
the insurance, the solvency of the insurance companies, the adequacy of the
coverage, or the collection of claims. Upon the occurrence of an Event of
Default which is not waived or cured to CITBC's satisfaction, CITBC shall,
subject to the rights of any holders of Permitted Encumbrances holding claims
senior to CITBC, have the sole right, in the name of CITBC or any Company, to
file claims under any insurance policies, to receive, receipt and give
acquittance for any payments that may be payable thereunder, and to execute any
and all endorsements, receipts, releases, assignments, reassignments or other
documents that may be necessary to effect the collection, compromise or
settlement of any claims under any such insurance policies.

         (b)    (i) In the event of any loss or damage by fire or other
                casualty, insurance proceeds relating to 

                Inventory shall first reduce the applicable Company's Revolving
                Loan, then such Company's Capex Loans.

         ii)    In the event any part of the Companies' Real Estate or Equipment
                is damaged by fire or other casualty and the insurance proceeds
                for such damage or other casualty (the "Proceeds") is less than
                or equal to $100,000.00, CITBC shall promptly apply such
                Proceeds to reduce the applicable Company's outstanding balances
                under the Revolving Loan account or, if there is no balance, to
                such Obligations as CITBC may reasonably elect.

         iii)   As long as x) an Event of Default has not occurred (which is not
                cured to CITBC's satisfaction), y) the Companies have sufficient
                business interruption insurance to replace the lost profits of
                any of the Companies' facilities, and z) the Proceeds are in
                excess of $100,000.00, the Companies may elect (by delivering
                written notice to CITBC) to replace, repair or restore such Real
                Estate or Equipment to substantially the equivalent condition
                prior to such fire or other casualty as set forth herein. If the
                Companies do not, or cannot, elect to use the Proceeds as set
                forth above, CITBC may, subject to the rights of any holders of
                Permitted Encumbrances holding claims senior to CITBC, apply the
                Proceeds to the payment of the Obligations in such manner and in
                such order as CITBC may reasonably elect.

         iv)    If a Company elects to use the Proceeds for the repair,
                replacement or restoration of any Real Estate or Equipment, and
                there is then no Event of Default, i) proceeds of insurance on
                Equipment and Real Estate in excess of $100,000.00 will be
                applied to the reduction of the Revolving Loans of such Company
                and ii) CITBC may set up a reserve against Availability for an
                amount equal to the proceeds referred to in clause i) hereof.
                The reserve will be reduced dollar-for-dollar upon receipt of
                non-cancelable executed purchase orders, delivery receipts or
                contracts for the replacement, repair or 

                restoration of Equipment or the Real Estate and disbursements in
                connection therewith. Prior to the commencement of any
                restoration, repair or replacement of Real Estate, such Company
                shall provide CITBC with a restoration plan and a total budget
                certified by an independent third party experienced in
                construction costing. If there are insufficient Proceeds to
                cover the cost of restoration as so determined, such Company
                shall be responsible for the amount of any such insufficiency,
                prior to the commencement of restoration and shall demonstrate
                evidence of such before the reserve will be reduced. Completion
                of restoration shall be evidenced by a final, unqualified
                certification of the design architect employed, if any; an
                unconditional Certificate of Occupancy, if applicable; such
                other certification as may be required by law; or if none of the
                above is applicable, a written good faith determination of
                completion by such Company (herein collectively the
                "Completion"). Upon Completion, any remaining reserve as
                established hereunder will be automatically released.

         (v)    The Companies agree to pay any reasonable costs, fees or
                expenses which CITBC may reasonably incur in connection with
                this paragraph 7.5.

         7.6 The Companies agree to pay, when due, all taxes, assessments,
claims and other charges (herein "taxes") lawfully levied or assessed upon the
Companies or the Collateral and if such taxes remain unpaid after the date fixed
for the payment thereof unless: (i) such taxes are being diligently contested in
good faith by the Companies by appropriate proceedings, (ii) the Companies
establish such reserves as may be required by GAAP or, in the alternative or in
addition thereto, CITBC establishes an Availability Reserve in such amount as
CITBC may determined in its reasonable discretion, or (iii) if any lien shall be
claimed thereunder x) for taxes due the United States of America or any state
thereof having similar tax priority status, or y) which in CITBC's opinion might
create a valid obligation having priority over the rights granted to CITBC
herein, CITBC may, on the 

Companies' behalf, pay such taxes, and the amount thereof shall be an Obligation
secured hereby and due to CITBC on demand.

         7.7 Each Company: (a) agrees to comply with all acts, rules,
regulations and orders of any legislative, administrative or judicial body or
official, which the failure to comply with would have a material and adverse
impact on the Collateral, or any material part thereof, or on the operation of
such Company's business; provided that such Company may contest any acts, rules,
regulations, orders and directions of such bodies or officials in any reasonable
manner which will not, in CITBC's reasonable opinion, materially and adversely
effect CITBC's rights or priority in the Collateral; (b) agrees to comply with
all environmental statutes, acts, rules, regulations or orders as presently
existing or as adopted or amended in the future applicable to the ownership
and/or use of its real property and operation of its business which the failure
to comply with would have a material and adverse impact on the Collateral, or
any material part thereof, or on the operation of the business of such Company.
Each Company hereby indemnifies CITBC and agrees to defend and hold CITBC
harmless from and against any and all loss, damage, claim, liability, injury or
expense which CITBC may sustain or incur (other than solely as a result of the
physical actions of CITBC on the Companies' premises) in connection with: any
claim or expense asserted against CITBC as a result of any environmental
pollution, hazardous material or environmental clean-up of the Companies' real
property; or any claim or expense which results from the Companies' operations
(including, but not limited to, the Companies' off-site disposal practices); any
claim or expense relating to the Companies' Inventory and/or Equipment, and the
Companies further agree that this indemnification shall survive termination of
this Financing Agreement as well as the payment of all Obligations or amounts
payable hereunder; and (c) shall not be deemed to have breached any provision of
this paragraph 7.7 if (i) the failure to comply with the requirements of this
paragraph 7.7 resulted from good faith error or innocent omission, (ii) the
Companies promptly commence and diligently pursue a cure of such breach, (iii)
such failure is cured within fifteen (15) Business Days following the Companies'
receipt of notice of such failure, and (iv) such failure has not resulted in a
material adverse effect on the business, financial condition or operations of
the 

Companies or on the Collateral. Upon receipt by the Companies of any notice of
non-compliance with any applicable environmental rules or regulation, of any
required expenditures for compliance, any spill or omission or other regulated
"event", or any claim resulting from the Companies' business or practices or
relating to the Collateral, the Companies shall establish such reserves as may
be required by GAAP or, in the alternative or in addition thereto, CITBC may
establish an Availability Reserve in such amount as CITBC may require in its
reasonable discretion.

         7.8 Until termination of the Financing Agreement and payment and
satisfaction of all Obligations due hereunder, the Companies agree that, unless
CITBC shall have otherwise consented in writing, the Companies will furnish to
CITBC: (a) within ninety (90) days after the end of each fiscal year of
Northwest Pipe, an audited Consolidated Balance Sheet and an audited
Consolidating Balance Sheet as at the close of such year, and statements of
profit and loss, cash flow and reconciliation of surplus of the Companies and
their subsidiaries for such year, audited by independent public accountants
selected by the Companies and satisfactory to CITBC in the exercise of its
reasonable business judgement; (b) within forty-five (45) days after the end of
each fiscal quarter of Northwest Pipe, a Consolidating Balance Sheet as at the
end of such period and statements of profit and loss, cash flow and surplus of
the Companies and their subsidiaries for such period, certified by an authorized
financial or accounting officer of Northwest Pipe; (c) within thirty (30) days
after the end of each month, a Consolidated Balance Sheet as at the end of such
period and statements of profit and loss, cash flow and surplus of the Companies
and their subsidiaries for such period, certified by an authorized financial or
accounting officer of Northwest Pipe; and (d) from time to time, such further
information regarding the business affairs and financial condition of the
Companies as CITBC may reasonably request, including without limitation annual
cash flow projections in form satisfactory to CITBC. Each financial statement
which the Companies are required to submit hereunder must be accompanied by an
officer's certificate, signed by the President, Vice President, Controller, or
Treasurer of Northwest Pipe, pursuant to which any one such officer must certify
that: (i) the financial statement(s) fairly and accurately represent(s) the
Companies' financial condition at the

end of the particular accounting period, as well as the Companies' operating
results during such accounting period, subject to year-end audit adjustments;
(ii) during the particular accounting period: (x) there has been no Default or
Event of Default under this Financing Agreement, provided, however, that if any
such officer has knowledge that any such Default or Event of Default, has
occurred during such period, the existence of and a detailed description of same
shall be set forth in such officer's certificate; and (y) no Company has
received any notice of cancellation with respect to its property insurance
policies; and (iii) the exhibits attached to such financial statement(s)
constitute detailed calculations showing compliance with all financial covenants
contained in this Financing Agreement.

         7.9 The Companies shall cause each of the following to occur to CITBC's
reasonable satisfaction:

         a) The Companies shall use their best efforts to obtain within thirty
(30) days after the Closing Date consents from the trustees for the holders of
the Bonds necessary to permit Thompson Steel to grant in favor of CITBC a lien
of not less than second priority on the Real Estate and Equipment of Thompson
Steel located in Princeton, Kentucky; and Thompson Steel shall, promptly after
receipt of such consents, execute and deliver to CITBC such mortgages, deeds of
trust and other documentation as CITBC may reasonably require to obtain a
perfected lien of not less than second priority on such Real Estate and
Equipment. The failure of Thompson Steel to obtain such consents and validly
grant such liens within ninety (90) days of the Closing Date shall constitute an
Event of Default hereunder.

         b) Within thirty (30) days after the Closing Date, Thompson Pipe shall
have executed and delivered to CITBC such mortgages and deeds of trust as CITBC
may reasonably require to obtain a first lien on the Real Estate owned by
Thompson Pipe in Denver, Colorado.

         c) Within ninety (90) days after the Closing Date, CITBC shall have
received, in respect of the mortgage or deed of trust required by clause a)
above, a mortgagee's title policy or marked-up unconditional binder for such
insurance. Within thirty 

(30) days after the Closing Date, CITBC shall have received, in respect of the
mortgage or deed of trust required by clause b) above, a mortgagee's title
policy or marked-up unconditional binder for such insurance. Each such policy
shall (i) be in the amount of $4,100,000 on the Denver, Colorado Real Estate,
and $2,400,000 on the Princeton, Kentucky Real Estate; (ii) insure that the
mortgage or deed of trust insured thereby creates a valid first lien on the
property covered by such mortgage or deed of trust (other than with respect to
CITBC's second lien on Thompson Steel's Princeton, Kentucky facility), free and
clear of all defects and encumbrances except those acceptable to CITBC; (iii)
name CITBC as the insured thereunder; and (iv) contain such endorsements and
effective coverage as CITBC may reasonably request, including without limitation
the revolving line of credit endorsement. CITBC shall also have received
evidence that all premiums in respect of such policies have been paid and that
all charges for mortgage recording taxes, if any, shall have been paid.

         d) Within thirty (30) days after the Closing Date, CITBC and the title
insurance company issuing each policy referred to in the immediately preceding
paragraph (each, a "Title Insurance Company") shall have received maps or plats
of a perimeter or boundary of the site of each of the properties covered by the
mortgages or deeds of trust, dated a date satisfactory to CITBC and the relevant
Title Insurance Company and either: (a) prepared by an independent professional
licensed land surveyor satisfactory to CITBC and the relevant Title Insurance
Company, which maps or plats and the surveys on which they are based shall be
made in accordance with the Minimum Standard Detail Requirements for Land Title
Surveys jointly established and adopted by the American Land Title Association
and the American Congress on Surveying and Mapping; and, without limiting the
generality of the foregoing, there shall be surveyed and shown on the maps or
plats or surveys the following: (i) the locations on such sites of all the
buildings, structures and other improvements and the established building
setback lines insofar as the foregoing affect the perimeter or boundary of such
property; (ii) the lines of streets abutting the sites and width thereof; (iii)
all access and other easements appurtenant to the sites or necessary or
desirable to use the sites; (iv) all roadways, paths, driveways, easements,
encroachments and 

overhanging projections and similar encumbrances affecting the sites, whether
recorded, apparent from a physical inspection of the sites or otherwise known to
the surveyor; (v) any encroachments on any adjoining property by the building
structures and improvements on the sites; and (vi) if the site is designated as
being on a filed map, a legend relating the survey to said map. Further, the
survey shall A) be certified to CITBC and the Title Insurance Company and B)
contain a legend reciting as to whether or not the site is located in a flood
zone; or (b) the title report and policy for any such Real Estate shall omit any
title exception for surveys, in form and substance satisfactory to CITBC and its
counsel.

         e) Within thirty (30) days after the Closing Date, Thompson Pipe shall
enter into one or more lock box agreement(s) in form and substance acceptable to
CITBC in its reasonable business judgment.

         f) Within sixty (60) days after the Closing Date, the Companies shall
have prepared and delivered to CITBC (i) consolidating cash budget projections
for the Companies for the next consecutive twelve month period commencing on the
Closing Date, and (ii) the consolidating opening balance sheet of the Companies
as of the Closing Date, all of which shall be in form and substance satisfactory
to CITBC.

         7.10 Until termination of the Financing Agreement and payment and
satisfaction of all Obligations due hereunder, each Company agrees that, without
the prior written consent of CITBC (which consent shall be subject to its
reasonable business judgement), except as otherwise herein provided, such
Company will not:

         a)     Mortgage, assign, pledge, transfer or otherwise permit any lien,
                charge, security interest, encumbrance or judgment, (whether as
                a result of a purchase money or title retention transaction, or
                other security interest, or otherwise) to exist on any of its
                assets or goods, whether real, personal or mixed, whether now
                owned or hereafter acquired, except for the Permitted
                Encumbrances;

         b)     Incur or create any Indebtedness other than the Permitted
                Indebtedness;

         c)     Borrow any money on the security of such Company's Collateral
                from sources other than CITBC, except for Permitted
                Indebtedness;

         d)     Sell, lease, assign, transfer or otherwise dispose of i)
                Collateral, except the Equipment and Real Estate of Thompson
                Steel held for sale, or as otherwise specifically permitted by
                this Financing Agreement, or ii) either all or substantially all
                of such Company's assets, which do not constitute Collateral;

         e)     Merge, consolidate or otherwise alter or modify its corporate
                name, principal place of business, structure, status or
                existence, or enter into or engage in any operation or activity
                materially different from that presently being conducted by such
                Company;

         f)     Assume, guarantee, endorse, or otherwise become liable upon the
                obligations of any person, firm, entity or corporation, except
                by the endorsement of negotiable instruments for deposit or
                collection or similar transactions in the ordinary course of
                business;

         g)     Declare or pay any dividend of any kind on, or purchase,
                acquire, redeem or retire, any of the capital stock or equity
                interest, of any class whatsoever, whether now or hereafter
                outstanding, except that Northwest Pipe may redeem capital stock
                in an amount up to $3,000,000 in the aggregate if i) the
                Companies are not then in breach or violation of this Financing
                Agreement; ii) after giving effect to such redemption, no
                Default or Event of Default will have occurred hereunder; iii)
                all of the Companies' accounts payable are current in accordance
                with their normal business practices; 

                and iv) on the date of any such redemption, after giving effect
                to such redemption and all outstanding Revolving Loans, Letters
                of Credit, and any and all other extensions of credit to be made
                by CITBC to the Companies on such date, the Companies shall have
                a minimum additional Availability of at least $2,000,000.00;

         h)     Make any advance or loan to, or any investment in, any firm,
                entity, person or corporation; provided, however, that after
                CITBC's receipt of the opening balance sheet of the Companies,
                being delivered pursuant to paragraph 7.9(f)(ii) hereof, 
                (i) Northwest Pipe may make loans to Thompson Pipe in an
                aggregate amount not to exceed $2,500,000 in excess of the
                intercompany loans of Northwest Pipe to Thompson Pipe indicated
                on such opening balance sheet, and (ii) Thompson Pipe may (a)
                repay the loans held by Northwest Pipe to Thompson Pipe
                indicated on such opening balance sheet up to an aggregate
                amount not to exceed $1,800,000 (and to the extent such balance
                sheet reflects intercompany loans of less than $1,800,000,
                Thompson Pipe may make loans to Northwest Pipe), and (b) repay
                loans made after the Closing Date by Northwest Pipe to Thompson
                Pipe as permitted in clause (i), above; provided further,
                however, that each officer's certificate delivered pursuant 
                to paragraph 7.8 of Section 7 hereof shall indicate the amount
                of such loans outstanding; or

         i)     In any way modify or consent to the modification of the Stock
                Purchase Agreement.

         7.11 The Companies' consolidated Capital Expenditures may not exceed
(i) $4,500,000 for the fiscal year ending December 31, 1996 or (ii) $5,000,000
during any fiscal year thereafter.

         7.12 The Companies shall maintain at all times a consolidated Net Worth
of not less than: (a) the consolidated Net 

Worth of the Companies indicated on the opening balance sheet to be delivered
pursuant to paragraph 7.9(f)(ii), less (b) $2,500,000. Thompson Pipe shall
maintain at all times a Net Worth of not less than: (a) the Net Worth of
Thompson Pipe indicated on the opening balance sheet to be delivered pursuant to
paragraph 7.9(f)(ii), less (b) $1,250,000.

         7.13 The Companies shall maintain a consolidated Fixed Charge Coverage
Ratio of not less than 1.25 to 1.0 for each of the following periods: (i)
quarter ended September 30, 1996, (ii) two quarters ended December 31, 1996,
(iii) three quarters ended March 30, 1997, (iv) four quarters ended June 30,
1997, and (v) each quarter thereafter, on a rolling four-quarter basis.

         7.14 The Companies shall maintain at all times consolidated Working
Capital of not less than: (a) the consolidated Working Capital of the Companies
indicated on the opening balance sheet to be delivered pursuant to paragraph
7.9(f)(ii), less (b) $5,000,000.

         7.15 The Companies, on a consolidated basis, shall not sustain a net
loss for any fiscal year as determined in accordance with GAAP.

         7.16 The Companies shall maintain at all times a consolidated Leverage
Ratio not to exceed 2.00 to 1.0.

         7.17 The Companies agree to advise CITBC in writing of: a) all
expenditures (actual or anticipated) in excess of $100,000.00 for x)
environmental clean-up, y) environmental compliance or z) environmental testing
and the impact of said expenses on the Companies' Working Capital; b) any
notices the Companies receive from any local, state or federal authority
advising the Companies of any environmental liability (real or potential)
stemming from a Company's operations, its premises, its waste disposal
practices, or waste disposal sites used by a Company and to provide CITBC with
copies of all such notices if so required; and c) each Company hereby represents
and warrants that, as of the Closing Date, it has not received notice of any
material violation of any applicable environmental rules and regulations,
including without limitation pursuant to CERCLA, any 

other "super-fund" laws or regulations and/or notice that such Company is a
"PRP" in any pending action or investigation.

         7.18 Without the prior written consent of CITBC, each Company agrees
that it will not enter into any transaction, including, without limitation, any
purchase, sale, lease, loan or exchange of property with any subsidiary or
affiliate of any Company, except as specifically provided in paragraph 7.10(h).

         7.19 The Companies shall: a) upon the acquisition after the date hereof
by the Companies of any Stock Collateral, promptly either (x) transfer and
deliver to CITBC all such Stock Collateral (together with the certificates
representing such Stock Collateral securities duly endorsed in blank or
accompanied by undated stock powers duly executed in blank) or (y) take such
other action as CITBC shall deem necessary or appropriate to perfect, and
establish the priority of, the liens granted by this Financing Agreement in such
Stock Collateral; and

         b) give, execute, deliver, file or record any and all financing
statements, notices, contracts, agreements or other instruments, obtain any and
all governmental approvals or consents and take any and all steps that may be
necessary or as CITBC may request to create, perfect, establish the priority of,
or to preserve the validity, perfection or priority of, the liens granted by
this Financing Agreement or to enable CITBC to exercise and enforce its rights,
remedies, powers and privileges under this Financing Agreement with respect to
such liens, including causing any or all of the Stock Collateral to be
transferred of record into the name of CITBC or its nominee (and CITBC agrees
that if any Stock Collateral is transferred into its name or the name of its
nominee, CITBC will thereafter promptly give to the pledging Company copies of
any notices and communications received by it with respect to the Stock
Collateral pledged by such Company).

         c) (i) cause the Stock Collateral to constitute at all times 100% of
the total number of shares of each class of capital stock of Thompson Pipe and
Thompson Steel then outstanding, (ii) cause all such shares to be duly
authorized, validly issued, fully paid and nonassessable and to be free of any
contractual restriction or any restriction under the charter or bylaws of 

this issuer of such Stock Collateral, upon the transfer of such Stock
Collateral.

         7.20 So long as CITBC has not given notice to Northwest Pipe and
Thompson Pipe of CITBC's intention to exercise voting rights regarding the Stock
Collateral after the occurrence of an Event of Default, each Company shall have
the right to exercise all voting, consensual and other powers of ownership
pertaining to the Stock Collateral pledged by it, for all purposes not
inconsistent with the terms of any Loan Document, provided that each Company
agrees that it will not vote the Stock Collateral in any manner that is
inconsistent with the terms of any Loan Document; and CITBC shall, at the
Companies' expense, execute and deliver to the Companies or cause to be executed
and delivered to the Companies all such proxies, powers of attorney, dividend
and other orders and other instruments, without recourse, as the Companies may
reasonably request for the purpose of enabling the Companies to exercise the
rights and powers which they are entitled to exercise pursuant to this Section
7.20.

         7.21 So long as no Event of Default shall have occurred and be
continuing, each Company shall be entitled to receive and retain any dividends
paid in cash out of earned surplus on the Stock Collateral pledged by it.

         7.22 If an Event of Default shall have occurred and be continuing, and
whether or not CITBC exercises any available right to declare any of the
Obligations due and payable, or seeks or pursues any other right, remedy, power
or privilege available to it under applicable law, this Financing Agreement or
any other Loan Document, all dividends and other distributions on the Stock
Collateral shall be paid directly to CITBC and retained by it as part of the
Stock Collateral, subject to the terms of this Financing Agreement, and, if
CITBC shall so request, the Companies agree to execute and deliver to CITBC
appropriate additional dividend, distribution and other orders and instruments
to that end. Thompson Pipe and Thompson Steel acknowledge their obligations
hereunder and shall, during the continuance of an Event of Default, pay all
dividends and other distributions on the Stock Collateral directly to CITBC as
set forth above.

         7.23 If an Event of Default shall have occurred and be continuing and
CITBC shall have given notice to Northwest Pipe and Thompson Pipe of CITBC's
intention to exercise voting rights regarding the Stock Collateral, CITBC shall
have the right, to the maximum extent permitted by law, to exercise all voting,
consensual and other powers of ownership pertaining to the Stock Collateral as
if CITBC were the sole and absolute owner of the Stock Collateral (and the
Companies agree to take all such action as may be appropriate to give effect to
such right).

         7.24 No reference in this Financing Agreement to proceeds or to the
sale or other disposition of Stock Collateral shall authorize the Companies to
sell or otherwise dispose of any Stock Collateral.

         7.25 The Companies represent and warrant that:

         a) The Pledged Stock evidenced by the certificates identified on
Schedule 6 is duly authorized, validly existing, fully paid and nonassessable,
and none of such Pledged Stock is subject to any contractual restriction, or any
restriction under the charter or by-laws of the issuer of such Pledged Stock,
upon the transfer of such Pledged Stock.

         b) The Pledged Stock evidenced by the certificates identified Schedule
6 constitutes (i) all of the issued and outstanding shares of capital stock of
any class of Thompson Steel beneficially owned by Thompson Pipe or any other
person, and (ii) all of the issued and outstanding shares of capital stock of
any class of Thompson Pipe beneficially owned by Northwest Pipe or any other
person; and Schedule 6 correctly identifies the respective class and par value
of the shares comprising such Pledged Stock and the respective number (and
registered owners) of the shares evidenced by each such certificate.

SECTION 8.  INTEREST, FEES AND EXPENSES

         8.1 The Revolving Loans shall bear a variable rate of interest, as
further described below, to be selected by the Companies in an irrevocable
written or facsimile notice 

("Revolving Loan Notice of Borrowing") effective upon receipt by CITBC, and
given no later than 2:00 p.m. (New York City time) on a) in the case of Chemical
Rate Loans, the date such borrowings are to be made and b) in the case of Libor
Loans, the fourth (4th) Business Day prior to the date such borrowings are to be
made. In the event a Company fails to timely select a variable interest rate,
the Revolving Loans shall be deemed Chemical Rate Loans until such Company
elects otherwise as herein provided. The Companies may elect either a) the
Chemical Bank Rate; b) the Libor Rate; or c) a combination of the Chemical Bank
Rate and the Libor Rate to be applied to different tranches of the Revolving
Loans.

         x)     In the event a Company elects the Chemical Bank Rate for all or
                any part of its Revolving Loans, the Revolving Loan Notice of
                Borrowing shall specify the amount of such loan. Interest
                thereon shall be computed based on the Chemical Bank Rate plus
                the Revolving Loans Chemical Rate Margin per annum. In the event
                of any change in the Chemical Bank Rate, the interest rate with
                respect to a Revolving Loan that is a Chemical Rate Loan shall
                change, as of the first of the month following any change, so as
                to remain an amount equal to the Revolving Loans Chemical Rate
                Margin above the Chemical Bank Rate.

         y)     In the event a Company initially elects the Libor Rate for all
                or any part of its Revolving Loans, the Revolving Loan Notice of
                Borrowing shall specify a) the amount of such loan and b) the
                initial Libor Period applicable thereto. Interest thereon shall
                be computed based on i) the applicable Libor Rate for such Libor
                Period plus the Revolving Loans Libor Margin.

         8.2. Each Capex Loan(s) shall bear interest at a variable interest
rate, as further described below, to be selected by the Companies in an
irrevocable written or facsimile notice ("Capex Loan Notice of Borrowing"),
effective upon receipt by CITBC, and given no later than 2:00 P.M. (New York
City Time) on a) in the case of Chemical Rate Loans, the date such 

borrowings are to be made and b) in the case of Libor Loans, the fourth (4th)
Business Day prior to the date such borrowings are to be made. In the event a
Company fails to select a variable interest rate, the Capex Loan shall be deemed
a Chemical Rate Loan until such Company elects otherwise as herein provided. In
the event that a Company elects a variable rate of interest on a Capex Loan,
such Company may further elect a) the Chemical Bank Rate; b) the Libor Rate; or
c) a combination of the Chemical Bank Rate and the Libor Rate to be applied to
different tranches of the Capex Loans.

         x)     In the event a Company elects the Chemical Bank Rate for all or
                any part of a Capex Loan, the Capex Loan Notice of Borrowing
                shall specify the amount of such loan. Interest thereon shall be
                computed based on the Chemical Bank Rate plus the Capex Loan
                Chemical Rate Margin per annum. In the event of any change in
                the Chemical Bank Rate, the interest rate with respect to a
                Capex Loan that is a Chemical Rate Loan shall change, as of the
                first of the month following any change, so as to remain an
                amount equal to the Capex Loan Chemical Rate Margin above the
                Chemical Bank Rate.

         y)     In the event a Company elects the Libor Rate for all or any part
                of a Capex Loan, the Capex Loan Notice of Borrowing shall
                specify a) the amount of such loan and b) the initial Libor
                Period applicable thereto. Interest thereon shall be computed
                based on the applicable Libor Rate for such Libor Period plus
                the Capex Loan Libor Margin.

         8.3 Provided that x) there is then no Default or Event of Default and
y) the applicable Company has given an irrevocable written or facsimile Notice
of Variable Interest Rate Conversion/Continuation (as described below) in
accordance with the provisions of this paragraph 8.3, such Company may I)
continue an outstanding Libor Loan for a subsequent Libor Period it selects
and/or II) convert all or any part of any outstanding variable interest rate on
the Revolving Loans and/or Capex Loans 

i) from a Chemical Bank Rate to a Libor Rate and/or ii) from a Libor Rate to a
Chemical Bank Rate, provided any such conversion is made in an integral multiple
of $100,000. Whenever a Company desires to either convert a variable interest
rate or to continue a Libor Rate for a subsequent Libor Period, such Company
must advise CITBC of its irrevocable election no later than a) four (4) Business
Days preceding the first day of the Libor Period if the conversion is from a
Chemical Bank Rate to a Libor Rate and b) one (1) Business Day prior to the end
of the then current Libor Period if the conversion is from a Libor Rate to a
Chemical Bank Rate. If no such election is timely made or can be made, CITBC
shall use the Chemical Bank Rate plus the appropriate Chemical Rate Margin to
compute any variable interest rate hereunder. Each written or facsimile Notice
of Variable Interest Rate Conversion/Continuation shall i) identify the loans to
be converted or continued, the aggregate outstanding principal balance thereof
and, in the case of Libor Loans to be continued, the last day of the Libor
Period therefor, (ii) specify the effective date of such conversion or
continuation provided, however, if the loans to be continued or converted are
Libor Loans, such continuation or conversion shall be effective only on the last
day of the then current Libor Period applicable to such loans (subject to
subparagraph (c) below of this paragraph 8.3), and (iii) specify the Libor
Period to be applicable to such converted or continued Libor Loan.

         a)     If a Company elects under this paragraph to either continue an
                outstanding Libor Loan for a subsequent Libor Period or convert
                all or any part of a Chemical Rate Loan to a Libor Loan, the
                interest thereon shall be computed based on the applicable Libor
                for such succeeding Libor Period plus the applicable Libor
                Margin.

         b)     If a Company elects under this paragraph to convert all or any
                part of a Libor Loan to a Chemical Rate Loan, the interest rate
                thereon shall be computed based on the Chemical Bank Rate plus
                the applicable Chemical Rate Margin.

                           c)       If the last day of a current Libor Period
                                    with respect to a loan that is to be
                                    continued as or converted to a Libor Loan
                                    under this paragraph is not a Business Day,
                                    then i) such continuation or conversion
                                    shall be made on the next succeeding
                                    Business Day and ii) during the period from
                                    such last day of the current Libor Period to
                                    such next succeeding Business Day, such loan
                                    shall bear interest as if it were a Chemical
                                    Rate Loan.

                           d)       Any Libor Period pertaining to a Libor Loan
                                    that begins on the last Business Day of a
                                    calendar month (or on a day for which there
                                    is no numerically corresponding day in the
                                    calendar month at the end of such Libor
                                    Period) shall end on the last Business Day
                                    of the calendar month at the end of such
                                    Libor Period.

                           e)       No Libor Period shall end after the
                                    scheduled maturity of this Financing
                                    Agreement or any subsequent Anniversary Date
                                    as to which the Companies or CITBC have the
                                    right to terminate the Line of Credit or
                                    this Financing Agreement by giving timely
                                    notice pursuant to Section 12 hereof.

                    8.4 Any charges, fees, commissions, costs and expenses
charged to CITBC for the Companies' account by any Issuing Bank in connection
with or arising out of Letters of Credit issued pursuant to this Financing
Agreement or out of transactions relating thereto will be charged to the
Companies' account in full when charged to or paid by CITBC and when made by any
such Issuing Bank shall be conclusive on CITBC.

                    8.5 The Companies shall reimburse or pay CITBC, as the case
may be, for: i) all Out-of-Pocket Expenses of CITBC and b) any applicable
Documentation Fee.

                    8.6 Upon the last Business Day of each month, commencing
immediately, the Companies shall pay CITBC the Line of Credit Fee.

                    8.7 Intentionally Omitted.

                    8.8 On April 30 of each year, commencing April 30, 1997, the
Companies shall pay to CITBC the Collateral Management Fee; provided, however,
that such fee shall not be payable on the scheduled termination date of this
Financing Agreement or any year thereafter if on such date (or within five (5)
days thereafter, provided timely notice of termination on such date was given)
this Financing Agreement is terminated in accordance with its terms, CITBC has
no further commitment or obligation hereunder, and all Obligations are paid in
full. The Collateral Management Fee shall be deemed earned when due and once
paid is non-refundable.

                    8.9 The Companies shall pay CITBC's standard charges for,
and the fees and expenses of, the CITBC personnel used by CITBC for reviewing
the books and records of the Companies and for verifying, testing protecting,
safeguarding, preserving or disposing of all or any part of the Collateral;
provided, however, that the foregoing shall not be payable until the occurrence
of an Event of Default if the Companies are paying a Collateral Management Fee.

                    8.10 The Companies hereby authorize CITBC to charge the
Companies' accounts with CITBC with the amount of all payments due hereunder as
such payments become due. The Companies confirm that any charges which CITBC may
so make to the Companies' accounts as herein provided will be made as an
accommodation to the Companies and solely at CITBC's discretion.

                    8.11 In consideration of the Letter of Credit Guaranties of
CITBC, the Companies shall pay CITBC the Letter of Credit Guaranty Fee which
shall be an amount equal to three-quarters of one percent (3/4 of 1%) per annum,
payable monthly beginning in the month in which the Letter of Credit Guaranty or
the Letter of Credit is first issued, on the outstanding amount of each Letter
of Credit less the amount of any and all amounts previously drawn under the
Letter of Credit.

                    8.12 Notwithstanding anything to the contrary contained in
this Section 8, there shall not be more than seven (7) Libor Tranches
outstanding at any one time.

                    8.13 Calculation of all amounts payable to CITBC under this
Financing Agreement with regard to Libor Loans shall be made whether or not
CITBC had actually funded the Libor Loans through the purchase of deposits in
the relevant market and currency, as the case may be, bearing interest at the
rate applicable to such Libor Loans, in an amount equal to the amount of the
Libor Loans and having a maturity comparable to the relevant Libor Period
provided, however, that a) CITBC may fund each of the Libor Loans in any manner
as CITBC sees fit without affecting the Companies' election, conversion or
continuation of a Libor Loan and b) the foregoing assumption shall be used only
for calculation of amounts payable under this Financing Agreement.

                    8.14 Notwithstanding anything to the contrary contained
herein, if any Libor Loan made under this Financing Agreement is prepaid, by
acceleration or otherwise (except if a Libor Loan is converted to a Chemical
Rate Loan pursuant to paragraph 8.17 or 8.19 hereof), the Companies must pay to
CITBC the Libor Prepayment Penalty.

                    8.15 The determination by CITBC of the amount of any loss or
expense with respect to or arising out of Libor Loans entered into under this
Financing Agreement shall be conclusive on the Companies in the absence of
manifest error when such loss or expense is set forth in a written notice to the
Companies in reasonable detail.

                    8.16 Notwithstanding anything herein to the contrary, in the
event that a Default occurs that has not been cured to the satisfaction of CITBC
or waived in writing by CITBC or an Event of Default occurs that has not been
waived in writing by CITBC, at CITBC's sole discretion, all Libor Loans then
outstanding shall convert immediately to Chemical Rate Loans. Such Libor Loans
shall be so converted without any further action by the Companies. The principal
amount of such loans shall bear interest at a rate equal to the Chemical Bank
Rate plus the

applicable Chemical Rate Margin (which may include any applicable default rate).

                    8.17 In the event that CITBC shall have determined in the
exercise of its reasonable business judgement (which determination shall be
conclusive and binding upon the Companies) that by reason of circumstances
affecting the interbank Eurodollar market, adequate and reasonable means do not
exist for ascertaining the Libor Rate applicable for any Libor Period with
respect to (a) a proposed loan that a Company has requested be made as a Libor
Loan, (b) a Libor Loan that will result from the requested conversion of a
Chemical Rate Loan into a Libor Loan, or (c) the continuation of a Libor Loan
beyond the expiration of the then current Libor Period with respect thereto,
CITBC shall give written notice of such determination to the Companies at least
one (1) day prior to, as the case may be, the requested borrowing date,
conversion date, or the last day of such Libor Period. If such notice is given
(i) any requested Libor Loan shall be made as a Chemical Rate Loan, (ii) any
Chemical Rate Loan that was to have been converted to a Libor Loan shall be
continued as a Chemical Rate Loan, and (iii) any outstanding Libor Loan shall be
converted, on the last day of then current Libor Period with respect thereto, to
a Chemical Rate Loan. Until such notice has been withdrawn by CITBC, no further
Libor Loans shall be made nor shall the Companies have the right to convert a
Chemical Rate Loan to a Libor Loan.

                    8.18 The applicable interest rate on Chemical Rate Loans
shall i) be calculated on the average of the portion of the net balances owing
by the applicable Company to CITBC in the Revolving Loan Account and/or on the
Capex Loan(s) as applicable, at the close of each day such loans are outstanding
during each month for which such Company has elected such Chemical Bank Rate and
ii) be prorated for the number of days of such month such loans are outstanding.

                    8.19 Notwithstanding any other provisions herein, if any
law, regulation, treaty or directive or any change therein or in the
interpretation or application thereof, shall make it unlawful for CITBC to make
or maintain Libor Loans as contemplated herein, the then outstanding Libor
Loans, if any, shall be converted automatically to Chemical Rate Loans on the

next succeeding interest payment date or within such earlier period as required
by law.

                    8.20 All interest, regardless of interest rate, shall be
payable monthly as of the end of each month, and shall be calculated based on a
360 day year. CITBC shall be entitled to charge the Companies' Revolving Loan
Accounts with the applicable interest rate(s) until all Obligations have been
paid in full.

                    8.21 The Companies hereby agree to indemnify CITBC and hold
CITBC harmless from any loss, cost or expense CITBC may sustain or incur as a
consequence of the failure by the Companies to complete any borrowing hereunder
at a Libor Rate after notice thereof has been given by the Companies to CITBC,
including, without limitation, any loss, cost or expense incurred by reason of
the liquidation or redeployment of deposits or other funds acquired by CITBC to
fund such borrowing when the applicable amount of the Revolving Loans and/or
Capex Loans, as result of such failure, is not made subject to such interest
rates on such date. CITBC shall certify the amount of its loss, cost or expense
to the Companies and such certification shall be final and conclusive absent
manifest error.

SECTION 9.  POWERS

                    The Companies hereby constitute CITBC or any person or agent
CITBC may designate as their attorney-in-fact, at the Companies' cost and
expense, to exercise all of the following powers, which being coupled with an
interest, shall be irrevocable until all of the Companies' Obligations to CITBC
have been paid in full:

                    (a) To receive, take, endorse, sign, assign and deliver, all
in the name of CITBC or any Company, any and all checks, notes, drafts, and
other documents or instruments relating to the Collateral;

                    (b) To receive, open and dispose of all mail addressed to
any Company and to notify postal authorities to change the address for delivery
thereof to such address as CITBC may designate;

                    (c) To request from customers indebted on Accounts at any
time, in the name of CITBC or any Company or that of CITBC's designee,
information concerning the amounts owing on the Accounts;

                    (d) To transmit to customers indebted on Accounts notice of
CITBC's interest therein and to notify customers indebted on Accounts to make
payment directly to CITBC for the applicable Company's account; and

                    (e) To take or bring, in the name of CITBC or any Company,
all steps, actions, suits or proceedings deemed by CITBC necessary or desirable
to enforce or effect collection of the Accounts.

                    Notwithstanding anything hereinabove contained to the
contrary, the powers set forth in (b), (d) and (e) above may only be exercised
after the occurrence of an Event of Default and until such time as such Event of
Default is waived or cured to CITBC's satisfaction.

SECTION 10.  EVENTS OF DEFAULT AND REMEDIES

                    10.1 Notwithstanding anything hereinabove to the contrary,
CITBC may terminate this Financing Agreement immediately upon the occurrence of
any of the following (herein "Events of Default"):

                    a)        cessation of the business of a Company or the
                              calling of a meeting of the creditors of a
                              Company for purposes of compromising the debts
                              and obligations of such Company;

                    b)        the failure of a Company to generally meet debts
                              as they mature;

                    c)        the commencement by or against a Company of any
                              bankruptcy, insolvency, arrangement,
                              reorganization, receivership or similar
                              proceedings under any federal or state law;

                    d)        breach by a Company of any warranty,
                              representation or covenant contained herein (other
                              than those referred to in sub-paragraph e below),
                              the Loan Documents or in any other written
                              agreement between the Companies or CITBC, provided
                              that such breach by a Company of any of the
                              warranties, representations or covenants referred
                              in this clause d shall not be deemed to be an
                              Event of Default unless and until such breach
                              shall remain unremedied to CITBC's satisfaction
                              for a period of fifteen (15) days from the date of
                              such breach;

                    e)        breach by a Company of any warranty,
                              representation or covenant of Section 3,
                              Paragraphs 3.3 (other than the third sentence of
                              paragraph 3.3) and 3.4; Section 6, Paragraphs 6.3
                              and 6.4 (other than the first sentence of
                              paragraph 6.4); Section 7, Paragraphs 7.1, 7.5,
                              7.6, and 7.9 through 7.16;

                    f)        failure of the Companies to pay any of the
                              Obligations within five (5) Business Days of the
                              due date of any installment of principal or
                              interest due hereunder, or as to any other
                              payment within five (5) Business Days of the due
                              date thereof and notice for payment thereof,
                              provided that nothing contained herein shall
                              prohibit CITBC from charging such amounts to the
                              Companies' account on the due date thereof;

                    g)        Intentionally Omitted;

                    h)        a Company shall i) engage in any "prohibited
                              transaction" as defined in ERISA, ii) have any
                              "accumulated funding deficiency" as defined in
                              ERISA, iii) have any Reportable Event as defined
                              in ERISA, iv) terminate any Plan, as defined in
                              ERISA or v) be engaged in any proceeding in
                              which the Pension Benefit Guaranty Corporation
                              shall seek appointment, or is appointed, as
                              trustee or administrator of any Plan, as defined

                              in ERISA, and with respect to this sub-paragraph
                              h such event or condition x) remains uncured for
                              a period of thirty (30) days from date of
                              occurrence and y) could, in the reasonable
                              opinion of CITBC, subject a Company to any tax,
                              penalty or other liability material to the
                              business, operations or financial condition of
                              such Company; or

                    i)        upon the occurrence of an event of default and
                              subsequent to any applicable written grace or cure
                              period in any such agreement, pursuant to (i) the
                              Portland Land Lease between Northwest Pipe and
                              Multnomah Land & Equipment Company ("MLE"), (ii)
                              Standard Insurance Company's agreements with MLE;
                              (iii) Northwest Pipe's agreements with Standard
                              Insurance Company, GECC or CITEF, or (iv) any
                              other document or agreement of the Companies
                              evidencing Indebtedness of the Companies in excess
                              of $100,000 and, solely as to this clause (iv),
                              acceleration of any such indebtedness and with
                              respect to trade debt, commencement of any action
                              or proceeding thereon.

                    10.2 Upon the occurrence of a Default and/or an Event of
Default, at the option of CITBC, all loans and advances provided for in
paragraph 3.1 of Section 3 of this Financing Agreement shall be thereafter in
CITBC's sole discretion, and the obligation of CITBC to make Revolving Loans
and/or open Letters of Credit and/or make Capex Loans shall cease unless such
Default or Event of Default is waived or cured to CITBC's satisfaction, and at
the option of CITBC upon the occurrence of an Event of Default: i) all
Obligations shall become immediately due and payable; ii) CITBC may charge the
Companies the Default Rate of Interest on all then outstanding or thereafter
incurred Obligations in lieu of the interest provided for in paragraphs 8.1 and
8.2 of Section 8 of this Financing Agreement, provided that, for purposes of
this clause (ii), a) CITBC has given the Companies written notice of the Event
of Default, provided, however, that no notice is required if the Event of
Default is the Event listed in paragraph 10.1(c) of this Section 10 and b)

the Companies have failed to cure the Event of Default within ten (10) days
after x) CITBC issues such notice pursuant to paragraph 13.6 hereof or y) the
occurrence of the Event of Default listed in paragraph 10.1(c) of this Section
10; and iii) CITBC may immediately terminate this Financing Agreement upon
notice to the Companies, provided, however, that no notice of termination is
required if the Event of Default is the Event listed in paragraph 10.1(c) of
this Section 10. The exercise of any option is not exclusive of any other option
which may be exercised at any time by CITBC.

                    10.3 Immediately upon the occurrence of any Event of
Default, CITBC may to the extent permitted by law: (a) remove from any premises
where same may be located any and all documents, instruments, files and records,
and any receptacles or cabinets containing same, relating to the Accounts, or
CITBC may use, at the Companies' expense, such of the Companies' personnel,
supplies or space at the Companies' places of business or otherwise, as may be
necessary to properly administer and control the Accounts or the handling of
collections and realizations thereon; (b) bring suit, in the name of any Company
or CITBC, and generally shall have all other rights respecting said Accounts,
including without limitation the right to: accelerate or extend the time of
payment, settle, compromise, release in whole or in part any amounts owing on
any Accounts and issue credits in the name of any Company or CITBC; (c) sell,
assign and deliver the Collateral and any returned, reclaimed or repossessed
merchandise, with or without advertisement, at public or private sale, for cash,
on credit or otherwise, at CITBC's sole option and discretion, and CITBC may bid
or become a purchaser at any such sale, free from any right of redemption, which
right is hereby expressly waived by the Companies; (d) foreclose the security
interests created herein by any available judicial procedure, or to take
possession of any or all of the Inventory and Equipment without judicial
process, and to enter any premises where any Inventory and Equipment may be
located for the purpose of taking possession of or removing the same and (e)
exercise any other rights and remedies provided in law, in equity, by contract
or otherwise. CITBC shall have the right, without notice or advertisement, to
sell, lease, or otherwise dispose of all or any part of the Collateral whether
in its then condition or after further preparation or processing, in the name of
any Company or 

CITBC, or in the name of such other party as CITBC may designate, either at
public or private sale or at any broker's board, in lots or in bulk, for cash or
for credit, with or without warranties or representations, and upon such other
terms and conditions as CITBC in its sole discretion may deem advisable, and
CITBC shall have the right to purchase at any such sale. If any Inventory and
Equipment shall require rebuilding, repairing, maintenance or preparation, CITBC
shall have the right, at its option, to do such of the aforesaid as is
necessary, for the purpose of putting the Inventory and Equipment in such
saleable form as CITBC shall deem appropriate. The Companies agree, at the
request of CITBC, to assemble the Inventory and Equipment and to make it
available to CITBC at premises of the Companies or elsewhere and to make
available to CITBC the premises and facilities of the Companies for the purpose
of CITBC's taking possession of, removing or putting the Inventory and Equipment
in saleable form. However, if notice of intended disposition of any Collateral
is required by law, it is agreed that ten (10) days notice shall constitute
reasonable notification and full compliance with the law. The net cash proceeds
resulting from CITBC's exercise of any of the foregoing rights, (after deducting
all charges, costs and expenses, including reasonable attorneys' fees) shall be
applied by CITBC to the payment of the Companies' Obligations, whether due or to
become due, in such order as CITBC may elect, and the Companies shall remain
liable to CITBC for any deficiencies, and CITBC in turn agrees to remit to the
Companies or their successors or assigns, any surplus resulting therefrom. The
enumeration of the foregoing rights is not intended to be exhaustive and the
exercise of any right shall not preclude the exercise of any other rights, all
of which shall be cumulative. The mortgage, deed of trust or assignment on the
Real Estate shall govern the rights and remedies of CITBC with respect thereto.

                    10.4 CITBC may, at its election, with respect to any sale of
all or any part of the Stock Collateral, limit purchasers to those who will
agree, among other things, to acquire the Stock Collateral for their own
account, for investment and not with a view to distribution or resale. The
Companies acknowledge that any such private sales may be at prices and on terms
less favorable to CITBC than those obtainable through a public sale without such
restrictions and, notwithstanding such

circumstances, agree that any such private sale shall be deemed to have
been made in a commercially reasonable manner and that CITBC shall have no
obligation to engage in public sales and no obligation to delay the sale of any
Stock Collateral for the period of time necessary to permit the respective
issuer of such Stock Collateral to register it for public sale.

SECTION 11. GUARANTY OF OBLIGATIONS. In order to induce CITBC to enter into this
Financing Agreement and to make the Revolving Loans, Capex Loans and other loans
and credit accommodations to the Companies hereunder and to issue Letters of
Credit for the account of the Companies hereunder, each Company agrees as
follows:

                    11.1 GUARANTY Each Company unconditionally and irrevocably
guaranties, as primary obligor and not merely as a surety, the due and punctual
payment when due (whether by required prepayment, declaration, demand or
otherwise) (including amounts that would become due but for the operation of the
automatic stay under Section 362(a) of the Bankruptcy Code, 11 U.S.C.
Section 362(a)) of all Obligations of the other Companies (including, without
limitation, interest which, but for the filing of a petition in bankruptcy with
respect to the Companies would accrue on such Obligations). If any or all of the
Obligations becomes due and payable, such Company unconditionally, absolutely
and irrevocably promises to pay such Obligations to CITBC for application
thereto, on demand by CITBC, in lawful money of the United States of America and
in immediately available funds. Unpaid Obligations shall bear interest at the
Default Rate of Interest. For purposes of this Section 11, the obligations of
each Company under this Section 11 are referred to as such Company's "Guaranty."

                    11.2 TERMS OF GUARANTIES (a) Each Company agrees that the
Obligations of the other Companies may be extended or renewed, and the Revolving
Loans repaid and reborrowed in whole or in part, without notice or further
assent, and that it will remain bound upon its Guaranty notwithstanding any
extension, renewal or other alteration of any such Obligations or repayment and
reborrowing of the Revolving Loans.

                    (b) Each Company waives presentation of, demand of, payment
from and protest of any Obligation of the other Companies and also waives notice
of protest for nonpayment. The obligations of each Company under this Guaranty
shall not be affected by, and each Company hereby waives its rights (to the
extent permitted by law) in connection with:

                              (i) the failure of CITBC to assert any claim or
                    demand or to enforce any right or remedy against the
                    Companies under the provisions of this Financing Agreement
                    or any other agreement or otherwise;

                              (ii) any extension or renewal of any provision
                    hereof or thereof;

                              (iii) any rescission, waiver, amendment or
                    modification of any of the terms or provisions of this
                    Financing Agreement or any instrument executed pursuant
                    hereto;

                              (iv) the release of any security held by CITBC for
                    the Obligations of any Company;

                              (v) the failure of CITBC to exercise any right or
                    remedy against any other guarantor of the Obligations of the
                    Companies;

                              (vi) CITBC taking and holding security or
                    collateral for the payment of a Company's Guaranty, any
                    other guaranties of the Obligations or other liabilities of
                    a Company or the Obligations guarantied hereby, and
                    exchanging, enforcing, waiving and releasing any such
                    security or collateral;

                              (vii) CITBC applying any such security or
                    collateral and directing the order or manner of sale thereof
                    as CITBC in its discretion may determine; or

                              (viii) CITBC settling, releasing, compromising,
                    collecting or otherwise liquidating the 

                    Obligations of any Company and any security or collateral
                    therefor in any manner determined by CITBC.

                    (c) Each Company waives any benefits such Company may
otherwise derive from Section 580a of the California Code of Civil Procedure or
any comparable provisions of the laws of any other jurisdiction. Without
limiting the foregoing, each Company expressly waives any right to a "fair
value" hearing following a judicial or nonjudicial foreclosure with respect to
any interest in real property or other collateral serving as security for all or
any part of the Obligations of the Companies.

                    (d) CITBC may, at its election, foreclose on any security
held by CITBC by one or more judicial or nonjudicial sales, or exercise any
other right or remedy CITBC may have against the Companies or any security
without affecting or impairing in any way the liability of each Company under
this Section 11, except to the extent the Obligations have been indefeasibly
paid.

                    (e) Each Company acknowledges that it has been made aware of
the provisions of California Civil Code section 2856, has read and understands
the provisions of that statute, has been advised by its counsel as to the scope,
purpose and effect of that statute, and based thereon, and without limiting the
foregoing waivers, such Company agrees to waive all suretyship rights and
defenses described in Civil Code sections 2856(a) and (b). Without limiting any
other waivers herein, each Company hereby gives the following waiver pursuant to
Section 2856(b) of the California Civil Code:

                    "The Company waives all rights and defenses arising out of
                    an election of remedies by CITBC, even though that election
                    of remedies, such as a nonjudicial foreclosure with respect
                    to security for a guaranteed obligation, has destroyed such
                    Company's rights of subrogation and reimbursement against
                    the principal by the operation of Section 580d of the

                    California Code of Civil Procedure or otherwise."

                    (f) Each Company further agrees that this Guaranty
constitutes a guaranty of payment when due and not of collection, and waives any
right to require that any resort be had by CITBC or any other person to any
security held for payment of the Obligations of the Companies or to any balance
of any deposit or account or credit on the books of CITBC or any other person in
favor of the Companies or any other person.

                    (g) The obligations of each Company under this Guaranty
shall not be subject to any reduction, limitation, impairment or termination for
any reason, including, without limitation, any claim of waiver, release,
surrender, alteration or compromise, and shall not be subject to any defense or
setoff, counterclaim, recoupment or termination whatsoever by reason of the
invalidity, illegality or unenforceability of the Obligations, discharge of any
Company from the Obligations in a bankruptcy or similar proceeding or otherwise.
Without limiting the generality of the foregoing, the obligations of each
Company under this Guaranty shall not be discharged or impaired or otherwise
affected by the failure of CITBC to assert any claim or demand or to enforce any
remedy under this Financing Agreement, any Loan Document or any other agreement,
by any waiver or modification of any provision thereof, by any default, failure
or delay, willful or otherwise, in the performance of the Obligations of the
Companies, or by any other act or thing or omission or delay to do any other act
or thing that may or might in any manner or to any extent vary the risk of a
Company, or otherwise operate as a discharge of a Company as a matter of law or
equity.

                    (h) Each Company further agrees that this Guaranty shall
continue to be effective or be reinstated, as the case may be, if at any time
payments, or any part thereof, of principal of or interest on any Obligation of
any Company is rescinded or must otherwise be restored by CITBC upon the
bankruptcy or reorganization of such Company or otherwise.

                    (i) Each Company further agrees, in furtherance of the
foregoing and not in limitation of any other right that CITBC

may have at law or in equity against such Company by virtue hereof, upon the
failure of a Company to pay any of its Obligations when and as the same shall
become due (whether by required prepayment, declaration, demand or otherwise),
such Company will forthwith pay, or cause to be paid, in cash, to CITBC an
amount equal to the sum of the unpaid principal amount of such Obligations,
accrued and unpaid interest on such Obligations and all other unpaid Obligations
to CITBC. The Collateral pledged by each Company pursuant this Financing
Agreement shall secure its obligations under this Section 11.

                    (j) Each Company hereby irrevocably waives (a) any right of
subrogation, contribution, indemnity or otherwise against the other Companies
that may arise out of or be caused by its Guaranty hereunder, (b) all rights
and/or claims against the other Companies which may arise by reason of such
Company's Guaranty, (c) any right to enforce any remedy that CITBC now has or
may hereafter have against the Companies, and (d) any benefit of, and any right
to participate in, any security now or hereafter held by CITBC.

                    (k) Any inter-Company Indebtedness now or hereafter created
is hereby subordinated in right of payment to the Obligations, and any such
inter-Company Indebtedness collected or received by any Company after an Event
of Default has occurred and while it is continuing shall be held in trust for
CITBC and shall forthwith be paid over to CITBC to be credited and applied to
the Obligations but without affecting, impairing or limiting in any manner the
liability of each Company under its Guaranty.

                    11.3 SEPARATE ACTION. CITBC may bring and prosecute a
separate action or actions against any Company whether or not any other Company,
any other guarantor or any other person is joined in any such action or a
separate action or actions are brought against any other Company, any other
guarantor, any other person, or any Collateral for all or any part of the
Obligations. The obligations of each Company under, and the effectiveness of,
this Section 11 are not conditioned upon the existence or continuation of any
other guarantee (including any letter of credit) of all or any part of the
Obligations.

                    11.4 LIMITATION ON GUARANTEE OBLIGATIONS. In any action or
proceeding involving any state corporate law, or any state or Federal
bankruptcy, insolvency, reorganization or other law affecting the rights of
creditors generally, if the obligations of any Company under this Section 11
would otherwise, taking into account the provisions of paragraph 11.3 of this
Section 11, be held or determined to be void, invalid or unenforceable, or
subordinated to the claims of any other creditors, on account of the amount of
its liability under this Section 11, then, notwithstanding any other provision
of this Section 11 to the contrary, the amount of such liability shall, without
any further action by such Company, CITBC or any other person, be automatically
limited and reduced to the highest amount which is valid and enforceable and not
subordinated to the claims of other creditors as determined in such action or
proceeding.

SECTION 12.  TERMINATION

                    Except as otherwise permitted herein, the Companies or CITBC
may terminate this Financing Agreement and the Line of Credit only as of the
fifth or any subsequent Anniversary Date and then only by giving the other at
least sixty (60) days prior written notice of termination. Notwithstanding the
foregoing, CITBC may terminate the Financing Agreement immediately upon the
occurrence of an Event of Default, provided, however, that if the Event of
Default is an event listed in paragraph 10.1(c) of Section 10 of this Financing
Agreement, CITBC may regard the Financing Agreement as terminated and notice to
that effect is not required. This Financing Agreement, unless terminated as
herein provided, shall automatically continue from Anniversary Date to
Anniversary Date. Notwithstanding the foregoing, the Companies may terminate
this Financing Agreement and the Line of Credit prior to the fifth Anniversary
Date upon sixty (60) days' prior written notice to CITBC, provided that the
Companies pay to CITBC immediately on demand, the Early Termination Fee and/or
the Libor Prepayment Penalty, if applicable. All Obligations shall become due
and payable as of any termination hereunder or under Section 10 hereof and,
pending a final accounting, CITBC may withhold any balances in the Companies'
accounts (unless supplied with an indemnity satisfactory to CITBC) to cover all
of the Companies' Obligations, whether absolute or contingent. All of 

CITBC's rights, liens and security interests shall continue after any
termination until all Obligations have been paid and satisfied in full.

SECTION 13.  MISCELLANEOUS

                    13.1 Each Company hereby waives diligence, demand,
presentment and protest and any notices thereof as well as notice of nonpayment
(except notices expressly required pursuant to Section 10). No delay or omission
of CITBC or the Companies to exercise any right or remedy hereunder, whether
before or after the happening of any Event of Default, shall impair any such
right or shall operate as a waiver thereof or as a waiver of any such Event of
Default. No single or partial exercise by CITBC of any right or remedy precludes
any other or further exercise thereof, or precludes any other right or remedy.

                    13.2 THIS WRITTEN AGREEMENT AND THE OTHER DOCUMENTS
REFERENCED HEREIN OR CONTEMPLATED HEREBY REPRESENT THE FINAL AGREEMENT AMONG THE
PARTIES HERETO AND SUPERSEDE ALL PRIOR AGREEMENTS, UNDERSTANDINGS AND
INDUCEMENTS, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING, WITHOUT
LIMITATION, THE AUGUST 17, 1994 FINANCING AGREEMENT. THIS WRITTEN AGREEMENT MAY
NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL OR
WRITTEN AGREEMENTS OF THE PARTIES HERETO. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
AMONG THE PARTIES.

                    13.3 In no event shall the Companies, upon demand by CITBC
for payment of any indebtedness relating hereto, by acceleration of the maturity
thereof, or otherwise, be obligated to pay interest and fees in excess of the
amount permitted by law. Regardless of any provision herein or in any agreement
made in connection herewith, CITBC shall never be entitled to receive, charge or
apply, as interest on any indebtedness relating hereto, any amount in excess of
the maximum amount of interest permissible under applicable law. It is the
intent of the Companies and CITBC to conform strictly to all applicable state
and federal usury laws. All agreements between the Companies and CITBC whether
now existing or hereafter arising and whether written or oral, are hereby
expressly limited so that in no contingency or event whatsoever, whether by
reason of acceleration of the maturity hereof or otherwise, shall the

amount contracted for, charged or received by CITBC for the use, forbearance, or
detention of the money loaned hereunder or otherwise, or for the payment or
performance of any covenant or obligation contained herein or in any other
document evidencing, securing or pertaining to the Obligations evidenced hereby
which may be legally deemed to be for the use, forbearance or detention of
money, exceed the maximum amount which the Companies are legally entitled to
contract for, charge or collect under applicable state or federal law. If from
any circumstance whatsoever fulfillment of any provision hereof or of such other
documents, at the time performance of such provision shall be due, shall involve
transcending the limit of validity prescribed by law, then the obligation to be
fulfilled shall be automatically reduced to the limit of such validity, and if
from any such circumstance CITBC shall ever receive as interest or otherwise an
amount in excess of the maximum that can be legally collected, then such amount
which would be excessive interest shall be applied to the reduction of the
principal indebtedness hereof and any other amounts due with respect to the
Obligations evidenced hereby, but not to the payment of interest and if such
amount which would be excessive interest exceeds the Obligations and all other
non interest indebtedness described above, then such additional amount shall be
refunded to the Companies. This paragraph shall control every other provision
hereof and of any other agreement made in connection herewith.

                    13.4 If any provision hereof or of any other agreement made
in connection herewith is held to be illegal or unenforceable, such provision
shall be fully severable, and the remaining provisions of the applicable
agreement shall remain in full force and effect and shall not be affected by
such provision's severance. Furthermore, in lieu of any such provision, there
shall be added automatically as a part of the applicable agreement a legal and
enforceable provision as similar in terms to the severed provision as may be
possible.

                    13.5 EACH COMPANY AND CITBC EACH HEREBY WAIVE ANY RIGHT TO A
TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS FINANCING
AGREEMENT. EACH COMPANY HEREBY IRREVOCABLY WAIVES PERSONAL SERVICE OF PROCESS
AND CONSENTS TO SERVICE OF PROCESS BY CERTIFIED OR REGISTERED MAIL, RETURN
RECEIPT REQUESTED.

                    13.6 Except as otherwise herein provided, any notice or
other communication required hereunder shall be in writing, and shall be deemed
to have been validly served, given or delivered when hand delivered or sent by
telegram or telex, or three days after deposit in the United State mails, with
proper first class postage prepaid and addressed to the party to be notified as
follows:

(A) if to CITBC, at:

The CIT Group/Business Credit, Inc.
300 South Grand Avenue, 3rd Floor

Los Angeles, CA 90071
Attn: Regional Manager
Facsimile No. (213) 613-2588

(B) if to the Companies at:

c/o Northwest Pipe Company
12005 N. Burgard,

Portland, OR 973
Attn: Chief Financial Officer
Facsimile No. (503) 240-6615

or to such other address as any party may designate for itself by like notice.

                    13.7 All currently outstanding obligations of Northwest Pipe
to CITBC under the August 17, 1994 Financing Agreement shall constitute
Obligations of Northwest Pipe hereunder and shall be governed by the terms
hereof.

                    13.8 This Financing Agreement provides for loans and other
credit accommodations to made to each of the Companies as set forth herein. It
is the intention of the parties hereto that, pursuant to Section 11 of this
Financing Agreement, the Companies shall be jointly and severally liable as
primary obligors for all of the Obligations.

                    13.9 This Financing Agreement and the other Loan Documents
shall be binding upon and inure to the benefit of the successors and assigns of
the Companies and CITBC.

                    13.10 This Financing Agreement may be executed in any number
of counterparts and by different parties hereto in separate counterparts, each
of which when so executed and delivered shall be deemed to be an original and
all of which counterparts taken together shall constitute but one and the same
instrument.

                    13.11 THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS
FINANCING AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA.

            [THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

                    IN WITNESS WHEREOF, the parties hereto have caused this
Financing Agreement to be executed and delivered by their proper and duly
authorized officers as of the date set forth above. This Financing Agreement
shall take effect as of the date set forth above after being accepted below by
an officer of CITBC after which, CITBC shall forward to the Companies a fully
executed original for its files.

                                Very truly yours,

                             THE CIT GROUP/BUSINESS

                                  CREDIT, INC.

                           By:  /s/ Guy Fuchs
                              ----------------------------------------------
                                    Vice President

Read and Agreed to:

NORTHWEST PIPE COMPANY

By: /s/ Brian W. Dunham
   ---------------------------------
        Brian W. Dunham

Title: Secretary
      ------------------------------

THOMPSON PIPE AND STEEL COMPANY

By: /s/ Brian W. Dunham
   ---------------------------------
        Brian W. Dunham

Title: Secretary
      ------------------------------

THOMPSON STEEL PIPE COMPANY

By: /s/ Brian W. Dunham
   ---------------------------------
        Brian W. Dunham

Title: Secretary
      ------------------------------

                            Executed and Accepted at

                             Los Angeles, California

                             THE CIT GROUP/BUSINESS

                                  CREDIT, INC.

                            By: /s/ Guy Fuchs
                               ---------------------------

                                 Vice President

 

Basic Info X:

Name: AMENDED AND RESTATED FINANCING AGREEMENT
Type: Amended and Restated Financing Agreement
Date: June 14, 1996
Company: NORTHWEST PIPE CO
State: Oregon

Other info:

Date:

  • April 30 , 1996
  • Saturday
  • Sunday
  • the quarter ending September 30 , 1996
  • May 8 , 1996
  • May 31 , 1996
  • last day of the first fiscal quarter
  • last day of each fiscal quarter
  • Within thirty 30
  • December 31 , 1996
  • March 30 , 1997
  • June 30 , 1997
  • last day of the then
  • last Business Day
  • April 30 , 1997
  • August 17 , 1994

Organization:

  • N. Washington Street
  • Thompson Pipe Road
  • Calculation Date e.g.
  • Capex Loans Chemical Rate Margin
  • Consolidated Balance Sheet for Northwest Pipe
  • Capex Loans and Letters of Credit
  • Original Closing Date
  • Early Termination Date
  • Eligible Northwest Pipe Accounts Receivable and Eligible Thompson Pipe Accounts Receivable
  • Thompson Pipe's Inventory
  • Issuing Bank of a Company
  • London Interbank Offered Rate
  • Capex Loans Libor Margin
  • Relevant Financial Statements
  • Revolving Loan Chemical Rate Margin
  • CHL Holdings , Inc.
  • Board of Directors of CHL
  • Secretary of State
  • Revolving Loans and Letters of Credit
  • Unbilled Accounts Receivable of Northwest Pipe
  • Eligible Northwest Pipe Inventory
  • Unbilled Accounts Receivable of Thompson Pipe
  • Eligible Thompson Pipe Inventory
  • Northwest Pipe or Thompson Pipe
  • Issuing Bank the Companies
  • Northwest Pipe Availability
  • Thompson Pipe Availability
  • Kentucky Rural Economic Development Authority
  • County of Caldwell , Kentucky of Industrial Revenue Bonds
  • Congress Financial Corporation
  • Northwest Pipe hereunder
  • Real Estate or Equipment
  • Consolidating Balance Sheet
  • Real Estate and Equipment of Thompson Steel
  • Colorado Real Estate
  • Minimum Standard Detail Requirements for Land Title Surveys
  • American Land Title Association
  • Title Insurance Company
  • Real Estate of Thompson Steel
  • Northwest Pipe to Thompson Pipe
  • Stock Purchase Agreement
  • Net Worth of Thompson Pipe
  • Thompson Pipe of CITBC
  • Revolving Loans Chemical Rate Margin
  • Revolving Loan Notice of Borrowing
  • P.M. New York City Time
  • Capex Loan Chemical Rate Margin
  • Capex Loan Notice of Borrowing
  • Capex Loan Libor Margin
  • facsimile Notice of Variable Interest Rate ConversionContinuation
  • Any Libor Period
  • Collateral Management Fee
  • Letter of Credit Guaranty
  • Libor Prepayment Penalty
  • Chemical Bank Rate
  • Chemical Rate Loans
  • Pension Benefit Guaranty Corporation
  • Multnomah Land & Equipment Company
  • Standard Insurance Company
  • the Event of Default
  • Inventory and Equipment
  • Default Rate of Interest
  • California Civil Code
  • Anniversary Date to Anniversary Date
  • CIT GroupBusiness Credit , Inc.
  • Northwest Pipe Company 12005 N. Burgard

Location:

  • Delaware
  • City of New York
  • Canada
  • State of California
  • A.M. London
  • Libor Period
  • Atchison
  • U.S
  • vendee
  • Oregon
  • Colorado
  • Denver
  • Princeton
  • Kentucky
  • New York City
  • ERISA
  • United States of America
  • South Grand Avenue
  • Portland
  • Los Angeles

Money:

  • $ 12,000,000.00
  • $ 1,200,000.00
  • $ 50,000.00
  • $ 32,000,000.00
  • $ 750,000.00
  • $ 1,000,000
  • $ 16,000,000
  • $ 4,000,000.00
  • $ 8,000,000.00
  • $ 5,700,000
  • $ 250,000
  • $ 4,100,000
  • $ 2,400,000
  • $ 3,000,000
  • $ 2,000,000.00
  • $ 1,800,000
  • $ 4,500,000
  • $ 2,500,000
  • $ 1,250,000
  • $ 5,000,000
  • $ 100,000.00

Person:

  • Thompson Pipe
  • Brian W. Dunham
  • Fuchs

Time:

  • 2:00 p.m.

Percent:

  • one-half percent
  • 12 %
  • three percent
  • 3 %
  • one percent .50 %
  • one-quarter percent
  • 14 %
  • 34 %
  • eighty-five percent
  • 85 %
  • sixty percent
  • 60 %
  • eighty percent
  • 80 %
  • fifty percent
  • seventy-five percent
  • 75 %
  • 100 %
  • 1 %