8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES

EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 12, 2010

NORTHWEST PIPE COMPANY

(Exact name of registrant as specified in its charter)

OREGON	0-27140	93-0557988
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Northwest Pipe Company

5721 SE Columbia Way Suite 200

Vancouver WA 98661

(360) 397-6250

(Address, including zip code, and telephone number, including

area code, of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. ENTRY INTO MATERIAL DEFINITIVE AGREEMENT

On February 12, 2010, Northwest Pipe Company (the “Company”) and Bank of America, N.A., as Administrative Agent, entered into a Third Amendment to Amended and Restated Credit Agreement (the “Credit Agreement Amendment”). The Credit Agreement Amendment amends the Amended and Restated Credit Agreement dated May 31, 2007, as amended to date (the “Credit Agreement”). The Credit Agreement Amendment fixes the amount of the revolving loan, swing line loan and letters of credit available under the Credit Agreement at an aggregate of $125 million, and reflects increases in the interest rates charged on outstanding balances. The Credit Agreement Amendment also waives compliance as of December 31, 2009 with the covenants in the Credit Agreement related to the Consolidated Senior Leverage Ratio, Consolidated Fixed Charge Coverage Ratio and Consolidated Total Leverage Ratio, and makes certain changes in the application, method of calculation and amounts of these covenants, including: (i) amends the definition of, and suspends the application of, the Consolidated Fixed Charge Coverage Ratio covenant for the first three quarters of 2010; (ii) relaxes the Consolidated Senior Leverage Ratio covenant for the first three quarters of 2010; and (iii) relaxes the Consolidated Total Leverage Ratio covenant for the first two quarters of 2010. For purposes of calculating the Consolidated Senior Leverage Ratio and the Consolidated Total Leverage Ratio for the first three quarters of 2010, the Credit Agreement Amendment changes the method of measuring EBITDA from a trailing twelve-month measurement to a year-to-date annualized measurement. The Credit Agreement Amendment also provides for new financial covenants relating to Minimum Consolidated EBITDA and to Rental and Operating Lease Expense. The foregoing description of the Credit Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Agreement Amendment, which is filed herewith as Exhibit 10.1 to this Report, and is incorporated herein by reference.

On February 12, 2010, the Company and Prudential Investment Management, Inc. and certain of its affiliates entered into a Third Amendment to Amended and Restated Note Purchase and Private Shelf Agreement (the “Note Purchase Agreement Amendment”). The Note Purchase Agreement Amendment amends the Amended and Restated Note Purchase and Private Shelf Agreement dated as of May 31, 2007, as amended to date (the “Note Purchase Agreement”). The Note Purchase Agreement Amendment reflects increases in the interest rates charged on outstanding balances. The Note Purchase Agreement Amendment also reflects the relaxation of the Consolidated Total Debt to EBITDA Ratio covenant and the Consolidated Senior Funded Debt to EBITDA Ratio covenant for the quarter ended December 31, 2009, and the suspension of the application of the Consolidated Fixed Charge Coverage Ratio covenant for the first three quarters of 2010. For purposes of calculating the Consolidated Total Debt to EBITDA Ratio and the Consolidated Senior Funded Debt to EBITDA Ratio for the first three quarters of 2010, the Note Purchase Agreement Amendment changes the method of measuring EBITDA from a trailing twelve-month measurement to a year-to-date annualized measurement. The Note Purchase Agreement Amendment also provides for new financial covenants relating to Minimum Consolidated EBITDA and Maximum Consolidated Rental and Operating Lease Expense, and makes other changes to generally conform to the Credit Agreement Amendment. The foregoing description of the Note Purchase Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Note Purchase Agreement Amendment, which is filed herewith as Exhibit 10.2 to this Report, and is incorporated herein by reference.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d)      Exhibits.

10.1	Third Amendment to Amended and Restated Credit Agreement dated as of February 12, 2010, by and among Northwest Pipe Company and Bank of America, N.A., as Administrative Agent
10.2	Third Amendment to Amended and Restated Note Purchase and Private Shelf Agreement dated as of February 12, 2010 by and among Northwest Pipe Company and Prudential Investment Management, Inc. and certain affiliates.

-2-

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on February 18, 2010.

NORTHWEST PIPE COMPANY
(Registrant)
By	/s/ Stephanie J. Welty
	Stephanie J. Welty, Senior Vice President
	and Chief Financial Officer

-3-

EX-10.1

Exhibit 10.1

THIRD AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

This THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) is entered into as of February 12, 2010 (the “Effective Date”), among NORTHWEST PIPE COMPANY, an Oregon corporation (the “Borrower”), and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”).

RECITALS

Borrower, Administrative Agent and certain lenders party thereto from time to time are parties to that certain Amended and Restated Credit Agreement entered into as of May 31, 2007 (as amended, modified or supplemented from time to time, the “Credit Agreement”). Borrower and Administrative Agent desire to amend the Credit Agreement as set forth herein. The Required Lenders (as that term is defined in the Credit Agreement), and Bank of America, N.A., as Swing Line Lender and L/C Issuer, have consented to the amendments to the Credit Agreement set forth herein as indicated by their signatures below.

NOW THEREFORE, the parties agree as follows:

AGREEMENT

1. Recitals. The Recitals are true.

2. Definitions. Capitalized terms used herein and not otherwise defined shall have the meanings given in the Credit Agreement.

3. Waiver. The Events of Default, if any, that may have occurred under the Credit Agreement by reason of the failure, if any, of Borrower, as of December 31, 2009, to cause Borrower and its Subsidiaries to maintain (a) the Consolidated Senior Leverage Ratio required by Section 6.17(b) of the Credit Agreement, (b) the Consolidated Fixed Charge Coverage Ratio required by Section 6.17(a) of the Credit Agreement, and (c) the Consolidated Total Leverage Ratio required by Section 6.17(c) of the Credit Agreement, are hereby waived. The foregoing waiver does not constitute a waiver of any other Default now existing or hereafter arising, whether known or unknown by Administrative Agent. The foregoing waiver does not represent any amendment of any provision of the Credit Agreement.

Page 1 – THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

4. Amendments to Definitions.

(a) A new defined term, “Annualized Consolidated EBITDA,” is added to Section 1.01 of the Credit Agreement in its proper alphabetical order, to read as follows:

“‘Annualized Consolidated EBITDA’ means the Consolidated EBITDA of Borrower and its Subsidiaries for the applicable fiscal year to date, multiplied by (i) four (4) for purposes of determining compliance with Section 6.17(b) and Section 6.17(c) hereof for the first quarter of Borrower’s fiscal year, (ii) two (2) for purposes of determining compliance with Section 6.17(b) and Section 6.17(c) hereof for the second quarter of Borrower’s fiscal year, and (iii) 1.3333 for purposes of determining compliance with Section 6.17(b) and Section 6.17(c) hereof for the third quarter of Borrower’s fiscal year.”

(b) The table contained in the definition of “Applicable Rate” in Section 1.01 of the Credit Agreement is amended in its entirety to read as follows:

Applicable Rate
Pricing Level	Consolidated Total Leverage Ratio	Eurocurrency Rate +	Standby Letters of Credit	Commercial Letters of Credit	Commitment Fee	Base Rate + or -
1	³3.50:1	4.00%	4.00%	2.00%	0.750%	3.00%
2	³3.00:1 but <3.50:1	3.75%	3.75%	1.875%	0.625%	2.75%
3	³2.50: but <3.00:1	3.375%	3.375%	1.6875%	0.50%	2.375%
4	³2.00 but <2.50:1	2.875%	2.875%	1.4375%	0.40%	1.875%
5	<2.00:1	2.50%	2.50%	1.25%	0.40%	1.50%

The Applicable Rate from the date of this Amendment through the delivery date of the Compliance Certificate required to be delivered together with the financial statements described in Section 6.1(b) of the Credit Agreement for Borrower’s fiscal quarter ending March 31, 2010, shall be determined based upon Pricing Level 1.

(c) The definition of the term “Consolidated EBITDAR” is deleted from Section 1.01 of the Credit Agreement.

(d) The definition of “Consolidated Fixed Charge Coverage Ratio” in Section 1.01 of the Credit Agreement is amended in its entirety to read as follows:

“‘Consolidated Fixed Charge Coverage Ratio’ means, on any date of determination, the ratio of Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower and its Subsidiaries then most recently ended, less an amount equal to the greater of $4,000,000 or the Consolidated Maintenance Capital Expenditures for the same consecutive four fiscal quarters, to the sum of (i) Consolidated Interest Charges for such period, (ii) consolidated cash income taxes paid during such period, and (iii) consolidated current maturities of long-term debt plus consolidated current maturities of capital leases as shown on the Borrower’s consolidated balance sheet for such date of determination.”

Page 2 – THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

(e) A new defined term, “Consolidated Maintenance Capital Expenditures” is added to Section 1.01 of the Credit Agreement in its proper alphabetical order, to read as follows:

“‘Consolidated Maintenance Capital Expenditures’ means expenditures for the required maintenance of property, plant and equipment of the Borrower and its Subsidiaries on a consolidated basis.”

(f) The definition of “Consolidated Senior Leverage Ratio” in Section 1.01 of the Credit Agreement is amended in its entirety to read as follows:

“‘Consolidated Senior Leverage Ratio’ means, on any date of determination, the ratio of Consolidated Senior Funded Debt to Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower and its Subsidiaries then most recently ended; provided, however, that for purposes of determining compliance with Section 6.17(b) of this Agreement for the fiscal quarters ended March 31, 2010, June 30, 2010, and September 30, 2010, ‘Consolidated Senior Leverage Ratio’ means the ratio of Consolidated Senior Funded Debt as of the end of each such quarter to the Annualized Consolidated EBITDA for such quarter.”

(g) The definition of “Consolidated Total Leverage Ratio” in Section 1.01 of the Credit Agreement is amended in its entirety to read as follows:

“‘Consolidated Total Leverage Ratio’ means, on any date of determination, the ratio of the Consolidated Total Debt to Consolidated EBITDA for the period of four consecutive fiscal quarters of the Borrower and its Subsidiaries then most recently ended; provided, however, that for purposes of determining compliance with Section 6.17(c) of this Agreement for the fiscal quarters ended March 31, 2010, June 30, 2010, and September 30, 2010 (but not for purposes of determining the ‘Applicable Rate’ hereunder), ‘Consolidated Total Leverage Ratio’ means the ratio of Consolidated Total Debt as of the end of each such quarter to the Annualized Consolidated EBITDA for such quarter.”

Page 3 – THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

5. Amendment to Section 6.17 of the Credit Agreement. Section 6.17 of the Credit Agreement is amended in its entirety to read as follows:

“Section 6.17. Financial Covenants.

“(a) Consolidated Fixed Charge Coverage Ratio. The Borrower shall maintain a Consolidated Fixed Charge Coverage Ratio of not less than 1.25:1.00. This ratio shall be measured at the end of each fiscal quarter, commencing with the fiscal quarter ending December 31, 2010.

“(b) Consolidated Senior Leverage Ratio. The Borrower shall maintain a Consolidated Senior Leverage Ratio of (i) not greater than 4.50:1.00 for the fiscal quarter ending March 31, 2010; (ii) not greater than 4.25:1.0 for the fiscal quarter ending June 30, 2010; (iii) not greater than 3.75:1.0 for the fiscal quarter ending September 30, 2010; and (iv) not greater than 3.50:1.00 for each fiscal quarter thereafter.

“(c) Consolidated Total Leverage Ratio. The Borrower shall maintain a Consolidated Total Leverage Ratio of (i) not greater than 4.50:1.00 for the fiscal quarter ending March 31, 2010; (ii) not greater than 4.25:1.0 for the fiscal quarter ending June 30, 2010; and (iii) not greater than 4.0:1.0 for each fiscal quarter thereafter.

“(d) Consolidated Tangible Net Worth. The Borrower shall maintain at all times a Consolidated Tangible Net Worth of not less than the sum of (i) $245,000,000, (ii) 50% of the Consolidated Net Income (but only if it is a positive number) for each fiscal quarter of the Borrower ended after December 31, 2009, and (iii) 100% of the net proceeds from any offering of the equity securities of the Borrower consummated after December 31, 2009.

“(e) Asset Coverage Ratio. The Borrower shall maintain at all times an Asset Coverage Ratio of not less than 1.00:1.00. If the Borrower is out of compliance with this covenant, the Borrower may cure the resulting Default by paying Committed Loans within two (2) Business Days of learning of such non-compliance in an amount sufficient to bring itself into compliance with this covenant. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest on the amount prepaid, together with such additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of Lenders in accordance with their Applicable Percentages.

“(f) Minimum Consolidated EBITDA. The Borrower shall maintain a minimum Consolidated EBITDA equal to or greater than (i) $4,750,000 for the fiscal quarter ending on March 31, 2010, (ii) $12,200,000 for the cumulative two fiscal quarters ending on June 30, 2010, and (iii) $21,000,000 for the cumulative three fiscal quarters ending on September 30, 2010.

Page 4 – THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

“(g) Rental and Operating Lease Expense. Beginning with the fiscal quarter ending December 31, 2010 and continuing with each fiscal quarter thereafter, the Borrower shall not permit the ratio of (i) the sum of rental and operating lease expense for Borrower and its Subsidiaries (determined on a consolidated basis in accordance with GAAP) to (ii) total revenue of the Borrower and its Subsidiaries (determined on a consolidated basis in accordance with GAAP), in each case for the period of four (4) consecutive fiscal quarters ended as of the end of such fiscal quarter, to exceed 6.00%.”

6. Amendment to Schedule 2.01 to the Credit Agreement. Schedule 2.01 to the Credit Agreement is amended in its entirety by substituting Schedule 2.01 attached hereto for Schedule 2.01 to the Credit Agreement. The Administrative Agent will arrange for the Lenders to return their respective Notes for cancellation, and Borrower will execute and deliver to Administrative Agent new Notes reflecting the revised Commitments of the Lenders.

7. Amendment to Exhibit D to the Credit Agreement. The form of Compliance Certificate attached to the Credit Agreement as Exhibit D is amended in its entirety by substituting Exhibit D attached hereto for Exhibit D to the Credit Agreement.

8. Amendment Fees. Upon the Effective Date, Borrower shall pay to Administrative Agent and the Required Lenders consenting hereto such amendment fees as shall have been separately agreed upon in writing between the Borrower and the Administrative Agent, in the amounts so specified.

9. Release. As a material part of the consideration of Administrative Agent entering into, and the Required Lenders consenting to, this Amendment, Borrower hereby releases and forever discharges Administrative Agent, the Lenders and each of their respective successors, assigns, officers, managers, directors, shareholders, employees, agents, attorneys, representatives, parent corporations, subsidiaries, and affiliates (all the foregoing, collectively, the “Releasees” and individually, a “Releasee”), jointly and severally from any and all claims, counterclaims, demands, damages, debts, agreements, covenants, suits, contracts, obligations, liabilities, accounts, offsets, rights, actions and causes of action of any nature whatsoever, including all claims, demands, and causes of action for contribution and indemnity, whether arising at law or in equity, whether presently possessed or possessed in the future, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether presently accrued or to accrue hereafter, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, which Borrower may have or claim to have against Releasees (or any one or more of them); provided, however, that neither Administrative Agent nor any

Page 5 – THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

Lender nor any other Releasee shall be released hereby from: (i) any obligation to pay to Borrower any amounts that Borrower may have on deposit with Administrative Agent or any Lender, in accordance with applicable laws and the terms of the documents establishing any such deposit relationship; or (ii) any claim (including without limitation any claim for breach of the Credit Agreement or other Loan Document) arising from any action, inaction or conduct of Administrative Agent or the Lenders or the other Releasees after the effective date of this Amendment.

10. No Further Amendment, Expenses. Except as expressly modified by this Amendment, the Credit Agreement and the other Loan Documents shall remain unmodified in full force and effect and the parties hereby ratify their respective obligations thereunder. Without limiting the foregoing, Borrower expressly reaffirms and ratifies its obligation to pay or reimburse Administrative Agent and Lenders on request for all reasonable expenses, including legal fees actually incurred by Administrative Agent and Lenders in connection with the preparation of this Amendment, any other amendment documents and the closing of the transaction contemplated hereby and thereby.

11. Miscellaneous.

(a) Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original, and all of which taken together shall constitute one and the same Amendment, it being understood that the Administrative Agent may rely on a facsimile counterpart signature page hereof for purpose of determining whether a party hereto has executed a counterpart hereof.

(b) Governing Law. This Amendment and the other agreements provided for herein and the rights and obligations of the parties hereto and thereto shall be construed and interpreted in accordance with the laws of the State of Oregon.

(c) Certain Agreements Not Enforceable. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY THE LENDERS CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION, AND BE SIGNED BY THE LENDERS TO BE ENFORCEABLE.

[Signatures appear on the following page.]

Page 6 – THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

EXECUTED AND DELIVERED by the duly authorized officers of the parties as of the date first above written.

BORROWER:	NORTHWEST PIPE COMPANY
	By:
	Name:
	Title:
ADMINISTRATIVE AGENT:	BANK OF AMERICA, N.A., as Administrative Agent
	By:
	Name:
	Title:
CONSENTED TO BY THE REQUIRED LENDERS:	BANK OF AMERICA, N.A.
	By:
	Name:
	Title:

Page 7 – THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

:	UNION BANK, N.A., formerly known as Union Bank of California, N.A.
	By:
	Name:
	Title:
	HSBC BANK USA, NATIONAL ASSOCIATION
	By:
	Name:
	Title:
	U.S. BANK NATIONAL ASSOCIATION
	By:
	Name:
	Title:
CONSENTED TO BY SWING LINE LENDER AND L/C ISSUER	BANK OF AMERICA, N.A., as Swing Line Lender and L/C Issuer
	By:
	Name:
	Title:

Page 8 – THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

SCHEDULE 2.01

COMMITMENTS

AND APPLICABLE PERCENTAGES

Lender	Commitment		Applicable Percentage
Bank of America, N.A.	$	50,000,000.00	40.000000000	%
Union Bank, N.A.	$	33,333,333.34	26.666666672	%
HSBC Bank USA, National Association	$	20,833,333.33	16.666666664	%
U.S. Bank National Association	$	20,833,333.33	16.666666664	%
Total	$	125,000,000.00	100.00000000	%

Page 9 – THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

EXHIBIT D

FORM OF COMPLIANCE CERTIFICATE

Financial Statement Date:                     ,

To: Bank of America, N.A., as Administrative Agent

Ladies and Gentlemen:

Reference is made to that certain Amended and Restated Credit Agreement, dated as of May 31, 2007 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement;” the terms defined therein being used herein as therein defined), among Northwest Pipe Company, an Oregon corporation (the “Borrower”), the Lenders from time to time party thereto, and Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender.

The undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the                                          of the Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to the Administrative Agent on the behalf of the Borrower, and that:

[Use following paragraph 1 for fiscal year-end financial statements]

1. The Borrower has delivered the year-end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year of the Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section.

[Use following paragraph 1 for fiscal quarter-end financial statements]

1. The Borrower has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of the Borrower ended as of the above date. Such financial statements fairly present the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year-end audit adjustments and the absence of footnotes.

2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of the Borrower during the accounting period covered by such financial statements.

3. A review of the activities of the Borrower during such fiscal period has been made under the supervision of the undersigned with a view to determining whether during such fiscal period the Borrower performed and observed all its Obligations under the Loan Documents, and

[select one:]

[to the best knowledge of the undersigned, during such fiscal period the Borrower performed and observed each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.]

—or—

[to the best knowledge of the undersigned, during such fiscal period the following covenants or conditions have not been performed or observed and the following is a list of each such Default and its nature and status:]

4. The representations and warranties of (i) the Borrower contained in Article V of the Agreement and (ii) each Loan Party contained in each other Loan Document or in any document furnished at any time under or in connection with the Loan Documents, are true and correct on and as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Agreement, including the statements in connection with which this Compliance Certificate is delivered.

5. The financial covenant analyses and information set forth on Schedules 1 and 2 attached hereto are true and accurate on and as of the date of this Certificate.

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of             ,         .

NORTHWEST PIPE COMPANY

By:

Name:

Title:

For the Quarter/Year ended                              (“Statement Date”)

SCHEDULE 1

to the Compliance Certificate

($ in 000’s)

I.	Section 6.17(a) – Consolidated Fixed Charge Coverage Ratio.
	A.	Consolidated EBITDA for the four consecutive quarters ending on Statement Date (“Subject Period”)
		1.	Consolidated Net Income for Subject Period:	$
		2.	plus Consolidated Interest Charges for Subject Period:	$
		3.	plus consolidated income taxes for Subject Period:	$
		4.	plus consolidated depreciation and amortization for Subject Period:	$
		5.	plus consolidated non-cash expenses resulting from a change in accounting principles relating to stock options for Subject Period:	$
		6.	plus EBITDA (positive or negative) from acquisitions pursuant to the Agreement:	$
		7.	Consolidated EBITDA (total of lines 1-6):	$
	B.	Consolidated Maintenance Capital Expenditures for the Subject Period:		$
	C.	Consolidated Fixed Charges
		1.	Consolidated Interest Charges for Subject Period:	$
		2.	plus the consolidated current maturities of long-term debt as of Statement Date:	$
		3.	plus the consolidated current maturities of capital leases as of Statement Date:	$
		4.	Consolidated Fixed Charges (total of lines 1-3):	$
	D.	Ratio ((Line I.A.7 less the greater of $4,000,000 or Line I.B) divided by Line I.C.4):		to 1.00
	Minimum Required:			1.25 to 1.00

II.	Section6.17(b) – Consolidated Senior Leverage Ratio for Fiscal Quarters ending on or before September 30, 2010.
	A.	Consolidated Senior Funded Debt as of Statement Date
		1.	Consolidated Total Debt as of Statement Date as defined:	$
		2.	less Subordinated Debt as of Statement Date as defined:	$
		3.	Consolidated Senior Funded Debt as of Statement Date (line 1 less line 2):	$
	B.	Annualized Consolidated EBITDA
		1.	Consolidated Net Income for Fiscal Year to date:	$
		2.	plus consolidated income taxes for Fiscal Year to date:	$
		3.	plus Consolidated Interest Charges for Fiscal Year to date:	$
		4.	plus consolidated depreciation and amortization for Fiscal Year to date:	$
		5.	plus consolidated non-cash expenses resulting from a change in accounting principles relating to stock options for Fiscal Year to date:	$
		6.	plus EBITDA (negative or positive) from acquisitions pursuant to the Agreement:	$
		7.	Total Consolidated EBITDA for Fiscal Year to date (total of lines 1-6):	$
		8.	Line 7 multiplied by four, two or 1.33, as applicable:	$
	C.	Ratio (Line II.A.1 divided by Line II.B.8):		to 1.00

Maximum Permitted:	4.50 to 1.00 for Fiscal Quarter ending March 31, 2010
	4.25 to 1.0 for Fiscal Quarter ending June 30, 2010
	3.75 to 1.0 for the Fiscal Quarter ending September 30, 2010

III.	Section 6.17(b) – Consolidated Senior Leverage Ratio for Fiscal Quarters ending after September 30, 2010.
	A.	Consolidated Senior Funded Debt as of Statement Date
		1.	Consolidated Total Debt as of Statement Date as defined:	$
		2.	less Subordinated Debt as of Statement Date as defined:	$
		3.	Consolidated Senior Funded Debt as of Statement Date (line 1 less line 2):	$
	B.	Consolidated EBITDA for Subject Period
		1.	Consolidated Net Income for Subject Period:	$
		2.	plus consolidated income taxes for Subject Period:	$
		3.	plus Consolidated Interest Charges for Subject Period:	$
		4.	plus consolidated depreciation and amortization for Subject Period:	$
		5.	plus consolidated non-cash expenses resulting from a change in accounting principles relating to stock options for Subject Period:	$
		6.	plus EBITDA (negative or positive) from acquisitions pursuant to the Agreement:	$
		7.	Total Consolidated EBITDA (total of lines 1-6):	$
	C.	Ratio (Line III.A.1 divided by Line III.B.7):		to 1.00
	Maximum Permitted:			3.50 to 1.00

IV.	Section 6.17(c) – Consolidated Total Leverage Ratio for Fiscal Quarters ending on or before September 30, 2010.
	A.	Consolidated Total Debt at Statement Date
		1.	as defined:	$
	B.	Annualized Consolidated EBITDA
		1.	line II.B.8 above:	$
	C.	Ratio (Line IV.A.1 divided by Line IV.B.1):		to 1.00

Maximum Permitted:	4.50 to 1.00 for Fiscal Quarter ending March 31, 2010
	4.25 to 1.00 for Fiscal Quarter ending June 30, 2010
	4.00 to 1.00 for Fiscal Quarter ending September 30, 2010

V.	Section 6.17(c) – Consolidated Total Leverage Ratio for Fiscal Quarters ending after September 30, 2010 (Note: this ratio should be calculated for all fiscal quarters for purposes of determining Applicable Rate).
	A.	Consolidated Total Debt at Statement Date
		1.	as defined:	$
	B.	Consolidated EBITDA for Subject Period
		1.	line III.B.7 above:	$
	C.	Ratio (Line V.A.1 divided by Line V.B.1):		to 1.00
	Maximum Permitted:			4.00 to 1.00

VI.	Section 6.17(d) – Consolidated Tangible Net Worth.
	A.	Consolidated Tangible Net Worth at Statement Date:
		1.	total Shareholders’ Equity for Borrower and its Subsidiaries at Statement Date:	$
		2.	less Intangible Assets of Borrower and its Subsidiaries at Statement Date:	$
		3.	Tangible Net Worth (Line VI.A.1 less Line VI.A.2):	$
	B.	Minimum Required Consolidated Tangible Net Worth:		$
		1.	$245,000,000:	$
		2.	plus the sum of 50% of Consolidated Net Income (without subtracting losses) earned in each quarterly accounting period ended after December 31, 2009:	$
		3.	plus the net proceeds from any equity securities issued by Borrower after December 31, 2009:	$
		4.	Minimum Required Consolidated Tangible Net Worth (VI.B.1 plus VI.B.2 plus VI.B.3):	$
	C.	Excess (deficiency) for covenant compliance (Line VI.A.3 less VI.B.4):		$
VII.	Section 6.17(e) – Asset Coverage Ratio.
	A.	Eligible Assets at Statement Date
		1.	85% of Eligible Accounts Receivable at Statement Date:	$
		2.	plus 60% of Eligible Inventory at Statement Date:	$
		3.	plus 30% of Eligible Property, Plant and Equipment at Statement Date:	$
		4.	Total Eligible Assets at Statement Date:	$
	B.	Consolidated Total Debt at Statement Date		$
		1.	as defined:	$
	C.	Ratio (Line VII.A.4 ÷ Line VII.B.1):		to 1.00
	Minimum Required:			1.00 to 1.00

VIII.	Section 6.17(f) – Minimum Consolidated EBITDA
	A.	Consolidated EBITDA for the one, two or three consecutive quarters ending on Statement Date, as applicable (“Cumulative Period”)
		1.	Consolidated Net Income for Cumulative Period:	$
		2.	plus Consolidated Interest Charges for Cumulative Period:	$
		3.	plus consolidated income taxes for Cumulative Period:	$
		4.	plus consolidated depreciation and amortization for Cumulative Period:	$
		5.	plus consolidated non-cash expenses resulting from a change in accounting principles relating to stock options for Cumulative Period:	$
		6.	plus EBITDA (positive or negative) from acquisitions pursuant to the Agreement:	$
		7.	Consolidated EBITDA (total of lines 1-6):	$

Minimum Required:	$4,750,000 for the fiscal quarter ending on March 31, 2010
	$12,200,000 for the cumulative two fiscal quarters ending on June 30, 2010
	$21,000,000 for the cumulative three fiscal quarters ending on September 30, 2010

IX.	Section 6.17(g) – Rental and Operating Lease Expense
	A.	Rental and operating lease expense for the four consecutive fiscal quarters ending on the Statement Date:	$
	B.	Total revenue for the four consecutive fiscal quarters ending on the Statement Date:	$
	C.	Ratio (Line IX.A ÷ Line IX.B)
	Maximum Permitted:		6.00%

EX-10.2

Exhibit 10.2

Prudential Investment Management, Inc. (“PIM”)

The Prudential Insurance Company of America (“Prudential”)

Prudential Retirement Insurance and Annuity Company (“PRIAC”)

Each Prudential Affiliate under the Note Agreement referred to below

c/o Prudential Capital Group

Four Embarcadero Center, Suite 2700

San Francisco, California 94111

February 12, 2010

NORTHWEST PIPE COMPANY

5721 SE Columbia Way, Suite 200

Vancouver, Washington 98661

Re: Third Amendment to Amended and Restated Note Purchase and Private Shelf Agreement dated as of May 31, 2007

Ladies and Gentlemen:

Reference is made to the Amended and Restated Note Purchase and Private Shelf Agreement, dated as of May 31, 2007 (as amended, restated, supplemented or otherwise modified from time to time, the “Note Agreement”), by and between Northwest Pipe Company, an Oregon corporation (the “Company”), on the one hand, and PIM, Prudential, PRIAC and each Prudential Affiliate (as therein defined) that becomes bound by certain provisions thereof (together with PIM, Prudential and PRIAC and their respective successors and Transferees, collectively, the “Purchasers”), on the other hand. Capitalized terms used and not otherwise defined herein shall have the meanings provided in the Note Agreement (after giving effect to any amendments of such terms in this letter agreement).

1. Amendments. Pursuant to the request of the Company and the provisions of paragraph 11C of the Note Agreement, and subject to the terms and conditions of this letter agreement, the Purchasers hereby agree with the Company that the Note Agreement shall be amended as follows:

(a) A new paragraph 2C is hereby added to paragraph 2, in proper numeric order, to read as follows:

“2C. Interest Enhancement Payments.

The Company agrees that it will pay from time to time additional interest on each of the Notes outstanding as of the Third Amendment Effective Date equal to a per annum rate of 1.75% (the “Interest Enhancement Rate”), computed on the principal amount outstanding from time to time of each such Note beginning on the Third Amendment Effective Date, and such additional interest with respect to any such Note will be payable (any payment from time to time of such additional interest being referred to as an “Interest Enhancement Payment”) from time to time on each interest payment date for such Note in the manner specified herein or in such Note, as applicable. Notwithstanding the foregoing, if the Company demonstrates compliance with each of the financial covenants set forth in paragraph 6A as of December 31, 2010 at the time it delivers its financial statements and related Officer’s Certificate for the fiscal

Northwest Pipe Company

February 12, 2010

Page 2

year ended December 31, 2010 in accordance with paragraphs 5A and 5A(ii), then the Interest Enhancement Rate shall be adjusted to 1.50% beginning on such date of delivery. Any failure by the Company in making any Interest Enhancement Payment (or any portion thereof) on any Note for more than five (5) Business Days after the same becomes due and payable shall constitute an “Event of Default” for purposes of paragraph 7A(ii).

(b) Paragraph 6A(1) is hereby amended and restated in its entirety as follows:

“6A(1). Consolidated Total Debt to EBITDA Ratio.

(a) The Company will not, at any time during the measurement dates set forth below, permit the ratio of (i) Consolidated Total Debt at such time to (ii) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Company then most recently ended, to be greater than the amount set forth opposite such measurement date(s):

Period	Ratio
From 10/1/09 to 12/31/09	4.65:1.00
From 10/1/10 and at all times thereafter	4.00:1.00

(b) The Company will not, at any time during the measurement dates set forth below, permit the ratio of (i) Consolidated Total Debt at such time to (ii) Annualized Consolidated EBITDA at such time, to be greater than the amount set forth opposite such measurement date(s):

Period	Ratio
From 1/1/10 to 3/31/10	4.50:1.00
From 4/1/10 to 6/30/10	4.25:1.00
From 7/1/10 to 9/30/10	4.00:1.00

”

(c) Paragraph 6A(2) is hereby amended and restated in its entirety as follows:

“6A(2). Consolidated Tangible Net Worth.

The Company will not, at any time, permit Consolidated Tangible Net Worth to be less than the sum of (i) $245,00,000, plus (ii) 50% of the consolidated net income of the Company and its Subsidiaries (but only if a positive number) for each fiscal quarter of the Company ended after December 31, 2009 through and including the most recently ended fiscal quarter of the Company at such time, plus (iii) 100% of the net proceeds from any Equity Offering of the Company consummated after December 31, 2009.”

(d) Paragraph 6A(3) is hereby amended and restated in its entirety as follows:

“6A(3). Consolidated Fixed Charge Coverage Ratio.

Beginning with the fiscal quarter ending December 31, 2010 and continuing with each fiscal quarter thereafter, the Company will not permit the Consolidated Fixed Charge Coverage Ratio calculated as of the end of each such fiscal quarter to be less than 1.25:1.00 at such time.”

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February 12, 2010

Page 3

(e) Paragraph 6A(4) is hereby amended and restated in its entirety as follows:

“6A(4). Consolidated Senior Funded Debt to EBITDA Ratio.

(a) The Company will not, at any time during the measurement dates set forth below, permit the ratio of (i) Consolidated Senior Funded Debt at such time to (ii) Consolidated EBITDA for the period of four consecutive fiscal quarters of the Company then most recently ended, to be greater than the amount set forth opposite such measurement date(s):

Period	Ratio
From 10/1/09 to 12/31/09	4.65:1.00
From 10/1/10 and at all times thereafter	3.50:1.00

(b) The Company will not, at any time during the measurement dates set forth below, permit the ratio of (i) Consolidated Senior Funded Debt at such time to (ii) Annualized Consolidated EBITDA at such time to, to be greater than the amount set forth opposite such measurement date(s):

Period	Ratio
From 1/1/10 to 3/31/10	4.50:1.00
From 4/1/10 to 6/30/10	4.25:1.00
From 7/1/10 to 9/30/10	3.75:1.00

”

(f) A new paragraph 6A(5) is hereby added to paragraph 6, in proper numeric order, to read as follows:

“6A(5). Minimum Consolidated EBITDA.

The Company shall maintain a minimum Consolidated EBITDA equal to or greater than (i) $4,750,000 for the fiscal quarter ending on March 31, 2010, (ii) $12,200,000 for the cumulative two fiscal quarters ending on June 30, 2010, and (iii) $21,000,000 for the cumulative three fiscal quarters ending on September 30, 2010.”

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February 12, 2010

Page 4

(g) A new paragraph 6A(6) is hereby added to paragraph 6, in proper numeric order, to read as follows:

“6A(6). Maximum Consolidated Rent and Lease Expense Ratio.

Beginning with the fiscal quarter ending December 31, 2010 and continuing with each fiscal quarter thereafter, the Company shall not permit the ratio of (i) Lease Rentals at the end of each such fiscal quarter to (ii) total revenue of the Company and its Subsidiaries (determined on a consolidated basis in accordance with GAAP), in each case for the period of four (4) consecutive fiscal quarters ended as of the end of such fiscal quarter, to exceed 6.00%.”

(h) A new defined term, “Annualized Consolidated EBITDA” is hereby added to paragraph 10B, in the proper alphabetic order, to read as follows:

““Annualized Consolidated EBITDA” shall mean the Consolidated EBITDA for the applicable fiscal year-to-date, multiplied by (i) four (4) for purposes of determining compliance with paragraphs 6A(1) and 6A(4) for the first quarter of the Company’s fiscal year, (ii) two (2) for purposes of determining compliance with paragraphs 6A(1) and 6A(4) for the second quarter of the Company’s fiscal year, and (iii) 1.3333 for purposes of determining compliance with paragraphs 6A(1) and 6A(4) for the third quarter of the Company’s fiscal year.”

(i) The defined term “Consolidated EBITDAR” appearing in paragraph 10B is hereby deleted.

(j) The defined term “Consolidated Fixed Charges” appearing in paragraph 10B is hereby amended and restated in its entirety to read as follows:

““Consolidated Fixed Charges” shall mean in respect of the Company and the Subsidiaries, determined on a consolidated basis in accordance with GAAP, the sum of (a) consolidated interest expense for the period of four consecutive fiscal quarters ended on the date of determination, plus (b) consolidated cash income taxes paid during the period of four consecutive fiscal quarters ended on the date of determination, plus (c) consolidated current maturities of long-term debt (including Capitalized Lease Obligations) as set forth on the Company’s balance sheet on the date of determination.”

(k) The defined term “Consolidated Fixed Charge Coverage Ratio” appearing in paragraph 10B is hereby amended and restated in its entirety to read as follows:

““Consolidated Fixed Charge Coverage Ratio” shall mean the ratio of (a) Consolidated EBITDA less an amount equal to the greater of $4,000,000 or the Consolidated Maintenance Capital Expenditures for the same consecutive four fiscal quarters; to (b) Consolidated Fixed Charges.”

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February 12, 2010

Page 5

(l) A new defined term, “Consolidated Maintenance Capital Expenditures” is hereby added to paragraph 10B, in the proper alphabetic order, to read as follows:

““Consolidated Maintenance Capital Expenditures” shall mean expenditures for the required maintenance of property, plant and equipment of the Company and its Subsidiaries on a consolidated basis.”

(m) A new defined term, “Third Amendment Effective Date” is hereby added to paragraph 10B, in the proper alphabetic order, to read as follows:

““Third Amendment Effective Date” shall mean February 12, 2010.”

2. Limitation of Modifications. Each amendment and/or other modification set forth in this letter agreement shall be limited precisely as written and shall not be deemed to be (a) an amendment, consent or waiver of any other terms or conditions of the Note Agreement or any other document related to the Note Agreement or (b) a consent to any future amendment, consent or waiver. Except as expressly set forth in this letter, the Note Agreement and the documents related to the Note Agreement shall continue in full force and effect.

3. Representations and Warranties. The Company hereby represents and warrants as follows: (a) no Default or Event of Default has occurred and is continuing (other than the Defaults or Events of Default which may have existed prior to, but not after, the effectiveness of this letter agreement), or would result from the transactions contemplated by this letter agreement; (b) the Company’s execution, delivery and performance of the Note Agreement, as modified by this letter agreement, have been duly authorized by all necessary corporate and other action and do not and will not require any registration with, consent or approval of, or notice to or action by, any Person (including any governmental authority) in order to be effective and enforceable; (c) the Note Agreement, as modified by this letter agreement, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency or other similar laws of general application relating to or affecting the enforcement of creditors’ rights or by general principles of equity; and (d) each of the representations and warranties set forth in paragraph 8 of the Note Agreement is true, correct and complete as of the date hereof (except to the extent such representations and warranties expressly relate to another date, in which case such representations and warranties are true, correct and complete as of such other date).

4. Conditions to Effectiveness. This letter agreement shall become effective on the date on which: (a) the Purchasers shall have received a fully executed and delivered counterpart of this letter agreement executed by the Company, (b) the Purchasers shall have received a fully executed and delivered copy of the third amendment to Bank Credit Agreement in form and substance satisfactory to the Purchasers, and each of the conditions precedent in such amendment shall have been previously or concurrently satisfied; (c) the Company shall have paid to, or as directed by, PIM in immediately available funds an amendment fee equal to 0.50% of the principal amount outstanding on the Notes; and (d) the Company shall have paid Bingham McCutchen LLP in immediately available funds its accrued and unpaid legal fees and expenses.

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February 12, 2010

Page 6

5. Release; Covenant Not to Sue.

(a) The Company hereby absolutely and unconditionally waives, releases, remises and forever discharges the Purchasers, and any and all of their respective participants, parent corporations, subsidiary corporations, affiliated corporations, related funds, insurers, indemnitors, officers, directors, shareholders, trustees, agents, employees, consultants, experts, advisors, attorneys, and each of their respective successors and assigns (each a “Released Party”), from any and all claims, suits, investigations, proceedings, demands, obligations, liabilities, damages, losses, costs, expenses, or causes of action of any kind, nature or description, whether based in law, equity, contract, tort, implied or express warranty, strict liability, criminal or civil statute, common law, or under any state or federal law or otherwise, of any kind or character, known or unknown, past or present, liquidated or unliquidated, suspected or unsuspected, which the Company has had, now has, or might hereafter have, or has made claim to have against any such Released Party with respect to the Note Agreement, the Notes or any other Transaction Document that, in each case, involve events, acts or omissions that have taken place on or before the date hereof, or with respect to the lender-borrower relationship evidenced by the Transaction Documents with respect to acts, omissions or events that have taken place on or before the date hereof. It is the intention of the Company in providing this release that the same shall be effective as a bar to each and every claim, demand and cause of action specified, and in furtherance of this intention it waives and relinquishes all rights and benefits under Section 1542 of the Civil Code of the State of California (or any comparable provision of any other applicable law), which provides:

“A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH A CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

The Company acknowledges that it may hereafter discover facts different from or in addition to those now known or believed to be true with respect to such claims, demands, or causes of action and agrees that this instrument shall be and remain effective in all respects notwithstanding any such differences or additional facts. The Company understands, acknowledges and agrees that the release set forth above may be pleaded as a full and complete defense and may be used as a basis for an injunction against any action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the provisions of such release.

(b) The Company, on behalf of itself and its successors, assigns, and other legal representatives, hereby absolutely, unconditionally and irrevocably, covenants and agrees with and in favor of each Released Party above that it will not sue (at law, in equity, in any regulatory proceeding or otherwise) any Released Party on the basis of any claim released, remised and discharged by such Person pursuant to the above release. The Company further agrees that it shall not dispute the validity or enforceability of the Note Agreement, any of the Notes or any of the other Transaction Documents or any of its obligations thereunder. If the Company, or any of its successors, assigns or other legal representations violates the foregoing covenant, such Person, for itself and its successors, assigns and legal representatives, agrees to pay, in addition to such other damages as any Released Party may sustain as a result of such violation, all reasonable attorneys’ fees and costs incurred by such Released Party as a result of such violation.

Northwest Pipe Company

February 12, 2010

Page 7

6. Counterparts. This document may be executed in multiple counterparts, which together shall constitute a single document.

7. Governing Law. This letter agreement shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the internal laws of the State of New York, excluding choice-of-law principles of the law of such state that would require the application of the laws of a jurisdiction other than such state.

[Remainder of the page intentionally left blank.]

If you are in agreement with the foregoing, please sign the enclosed counterpart of this letter in the space indicated below and return it to the Purchasers at the above address whereupon, subject to the conditions expressed herein, it shall become a binding agreement between the Company, on the one hand, and the Purchasers, on the other hand.

Sincerely,
PURCHASERS
PRUDENTIAL INVESTMENT MANAGEMENT, INC.
By:
Title:	Vice President
THE PRUDENTIAL INSURANCE COMPANY OF AMERICA
By:
Title:	Vice President
PRUDENTIAL RETIREMENT INSURANCE AND ANNUITY COMPANY
By:	PRUDENTIAL INVESTMENT MANAGEMENT, INC., AS INVESTMENT MANAGER
By:
Title:	Vice President

Accepted and agreed to as of the date first appearing above:

NORTHWEST PIPE COMPANY,
an Oregon corporation
By:
Name:	Brian W. Dunham
Title:	President and Chief Executive Officer