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): July 30, 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 July 30, 2010, Northwest Pipe Company (the “Company”) and Bank of America, N.A., as Administrative Agent, entered into a Sixth 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”). On August 4, 2010, the Company and Prudential Investment Management, Inc. and certain of its affiliates entered into a Sixth 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 Credit Agreement and the Note Purchase Agreement are referred to herein as the “Financing Agreements”. The Credit Agreement Amendment and the Note Purchase Agreement Amendment are referred to herein as the “Financing Agreement Amendments”.

The Financing Agreement Amendments effect certain changes to the terms of the Financing Agreements, including: (i) temporarily waiving compliance with the financial covenants under the Financing Agreements for the period from July 30, 2010 to September 17, 2010, (ii) extending the dates by which the Company is required to deliver to the lenders audited financial statements prepared in accordance with generally accepted accounting principles for the year ended December 31, 2009, and financial statements prepared in accordance with generally accepted accounting principles for the quarters ended March 31, 2010 and June 30, 2010; and (iii) requiring the Company to deliver to the lenders certain cash flow forecasts and a revised financial projection model and business plan. The foregoing description of the Financing Agreement Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Financing Agreement Amendments, which are filed herewith as Exhibits 10.1 and 10.2 to this Report, and are incorporated herein by reference.

Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d)     Exhibits.

10.1	Sixth Amendment to Amended and Restated Credit Agreement, by and among Northwest Pipe Company and Bank of America, N.A., as Administrative Agent
10.2	Sixth Amendment to Amended and Restated Note Purchase and Private Shelf Agreement 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 August 5, 2010.

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

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EX-10.1

Exhibit 10.1

SIXTH AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT

This SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (“Amendment”) is entered into effective as of July 30, 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. Temporary Waiver of Financial Covenants. Application of the financial covenants set forth in Section 6.17 of the Credit Agreement is hereby temporarily waived for the period from July 30, 2010, through, but excluding, September 17, 2010; provided, however, that nothing in this paragraph shall be construed to suspend or waive Borrower’s obligation to (a) be in compliance with the financial covenants then set forth in Section 6.17 of the Credit Agreement on and after September 17, 2010, and (b) deliver a Compliance Certificate not later than September 30, 2010, demonstrating Borrower’s compliance with the financial covenants then contained in Section 6.17 of the Credit Agreement as of June 30, 2010, and any failure to be in compliance or to deliver such Compliance Certificate shall constitute an Event of Default under the Credit Agreement. The Compliance Certificate (including a completed Schedule 1 thereto) required to be delivered under the Credit Agreement not later than August 30, 2010, may note the foregoing waiver, but shall otherwise be delivered in form and substance as required by the Credit Agreement. The foregoing waiver does not constitute a waiver of any Default now existing or hereafter arising, whether known or unknown by Administrative Agent. The foregoing waiver does not represent any amendment of, or any agreement to amend, any provision of the Credit Agreement.

Page 1 – SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

4. Amendment to Section 6.01(a)(i) of the Credit Agreement. Section 6.01(a)(i) of the Credit Agreement is amended in its entirety to read as follows:

“(a)(i) as soon as available, but in any event within 273 days after the end of Borrower’s 2009 fiscal year, and within 105 days after the end of each other fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing reasonably acceptable to the Required Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; and”

5. Amendment to Section 6.01(b)(i) of the Credit Agreement. Section 6.01(b)(i) of the Credit Agreement is amended in its entirety to read as follows:

“(b)(i) as soon as available, but in any event within (x) 183 days after the end of the first fiscal quarter of Borrower’s 2010 fiscal year, (y) 92 days after the end of the second fiscal quarter of Borrower’s 2010 fiscal year, and (z) 60 days after the end of each of the other first three fiscal quarters of each fiscal year of Borrower, a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal quarter and for the portion of the Borrower’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous fiscal year and corresponding portion of the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of the Borrower as fairly presenting the financial condition, results of operations, shareholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year end audit adjustments and the absence of footnotes; and”

Page 2 – SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

6. Amendments to Section 6.01 of the Credit Agreement.

(a) Section 6.01(d) of the Credit Agreement is amended to read in its entirety as follows:

“(d)(i) On each of June 30, 2010, July 16, 2010, July 30, 2010, August 13, 2010, August 31, 2010, September 15, 2010, and September 30, 2010, (i) a forecast prepared by management of the Borrower with the assistance of a certified public accountant or consultant acceptable to the Administrative Agent and the Required Lenders and in a form satisfactory to the Administrative Agent and the Required Lenders, of the weekly cash flows of the Borrower and its Subsidiaries for the periods commencing on Monday of the immediately succeeding week, and ending 13 weeks thereafter, together with a statement of the actual cash flows of the Borrower and its Subsidiaries since the date of the then-most recently delivered cash flow forecast and a description of material variances between forecast cash flows and actual cash flows for such period, and (ii) not later than eighth (8^th) Business Day of each of August 2010, September 2010 and October 2010, a report of the bookings and backlog of Borrower and its Subsidiaries, in a form and containing details satisfactory to the Administrative Agent and the Required Lenders, as of the last day of the immediately preceding month.”

(b) Section 6.01(e) of the Credit Agreement is amended to read in its entirety as follows:

“(e) Not later than August 30, 2010, a revised financial projection model and business plan for the Borrower and its Subsidiaries, in form and substance satisfactory to the Administrative Agent and the Required Lenders, together with a written review and assessment thereof by an independent certified public accountant or consultant acceptable to Administrative Agent and the Required Lenders.”

7. 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 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

Page 3 – SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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.

8. Amendment Fee. Upon the execution and delivery hereof, Borrower shall pay to the Required Lenders consenting hereto an amendment fee of $312,500, such amendment fee to be allocated among such Required Lenders in proportion to the amounts of their respective Commitments.

9. Effective Date. This Amendment shall be effective upon the last to occur of (a) execution and delivery hereof by Borrower, Administrative Agent and the Required Lenders, and (b) execution and delivery of an amendment to the Amended and Restated Note Purchase and Private Shelf Agreement dated as of May 31, 2007 (as amended) by Borrower and the Purchasers thereunder, in form and substance satisfactory to Administrative Agent.

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.

Page 4 – SIXTH 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:

Page 5 – SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

CONSENTED TO BY THE REQUIRED LENDERS:
	BANK OF AMERICA, N.A.
	By:
	Name:
	Title:
:	UNION BANK, N.A., formerly known as Union Bank of California, N.A.
	By:
	Name:
	Title:
	HSBC BANK USA, NATIONAL ASSOCIATION
	By:
	Name:
	Title:

Page 6 – SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

	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 7 – SIXTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT

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

July [30], 2010

NORTHWEST PIPE COMPANY

5721 SE Columbia Way, Suite 200

Vancouver, Washington 98661

Re: Sixth Amendment and Temporary Waiver 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) Clause (i)(A) of paragraph 5A is hereby amended and restated in its entirety to read as follows:

“        (i)(A) within (x) 183 days after the end of the first fiscal quarter of the Company’s 2010 fiscal year, (y) 92 days after the end of the second fiscal quarter of the Company’s 2010 fiscal year, and (z) 60 days after the end of each other quarterly fiscal period in each fiscal year of the Company (other than the last quarterly period), segment reporting, consolidated statements of income and cash flows and a consolidated statement of shareholders’ equity of the Company and its Subsidiaries for the period from the beginning of the current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Company and its Subsidiaries as at the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period in the preceding fiscal year, all in reasonable detail and prepared in accordance with GAAP and certified by an authorized financial officer of the Company as fairly presenting, in all material respects, the consolidated financial position of the companies being reported on their consolidated results of operations and changes in financial position, subject to changes resulting from year-end adjustments and the absence of all required footnotes;”

Northwest Pipe Company

July [30], 2010

Page 2

(b) Clause (ii)(A) of paragraph 5A is hereby amended and restated in its entirety to read as follows:

“        (ii)(A) within 273 days after the end of the Company’s 2009 fiscal year, and within 105 days after the end of each other fiscal year of the Company, segment reporting, consolidated statements of income and cash flows and a consolidated statement of shareholders’ equity of the Company and its Subsidiaries for such year, and a consolidated balance sheet of the Company and its Subsidiaries as at the end of such year, setting forth in each case in comparative form corresponding consolidated figures from the preceding annual audit, all in reasonable detail and prepared in accordance with GAAP and, as to the segment reporting and consolidated statements, reported on by independent public accountants of recognized national standing, selected by the Company whose report shall be without a “going concern” or like qualification or exception and without limitation as to scope of the audit;”

(c) Clause (iii) of paragraph 5B is hereby amended and restated in its entirety to read as follows:

“        (iii) Deliver to each holder of a Note (A) on each of June 30, 2010, July 16, 2010, July 30, 2010, August 13, 2010, August 31, 2010, September 15, 2010, and September 30, 2010, a forecast prepared by management of the Company with the assistance of a certified public accountant or consultant acceptable to the Required Holders and in a form satisfactory to the Required Holders of the weekly cash flows of the Company and its Subsidiaries for the periods commencing on Monday of the immediately succeeding week, and ending 13 weeks thereafter, together with a statement of the actual cash flows of the Company and its Subsidiaries since the date of the then-most recently delivered cash flow forecast and a description of material variances between forecast cash flows and actual cash flows for such period, and (B) not later than the eighth (8th) Business Day of each of August 2010, September 2010 and October 2010, a report of the bookings and backlog of the Company and its Subsidiaries in a form and containing details satisfactory to the Required Holders, as of the last day of the immediately preceding month; and”

(d) Clause (iv) of paragraph 5B is hereby amended and restated in its entirety to read as follows:

“        (iv) No later than August 30, 2010, deliver to each holder of a Note a revised financial projection model and business plan for the Company and its Subsidiaries, in form and substance satisfactory to the Required Holders, together with a written review and assessment thereof by an independent certified public accountant or consultant acceptable to the Required Holders, whose engagement arrangements (including engagement letter) shall also be acceptable to the Required Holders.”

Northwest Pipe Company

July [30], 2010

Page 3

2. Agreement Regarding December 2009 Financial Covenants. The Purchasers hereby agree with the Company that for purposes of determining compliance with the financial covenants set forth in paragraph 6A of the Note Agreement which are to be tested on, at or as of December 31, 2009, the Purchasers and the Company shall use the financial data and other information set forth in the Company’s audited financial statements for fiscal year 2009, which audited statements are to be delivered to the Purchasers pursuant to clause (ii)(A) of paragraph 5A of the Note Agreement, as amended and restated in Section 1(b) above.

3. Temporary Waiver Regarding Financial Covenants. 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 application of the financial covenants set forth in paragraph 6A of the Note Agreement is hereby temporarily waived by the Purchasers for the period from July 30, 2010 through, but excluding, September 17, 2010; provided however, that nothing in this section 3 shall be construed to suspend or waive the Company’s obligations (a) to be in compliance with the financial covenants then set forth in paragraph 6A of the Note Agreement on and after September 17, 2010, and (b) to deliver an Officer’s Certificate not later than September 30, 2010 pursuant to paragraph 5A of the Note Agreement, demonstrating compliance with, among other things, the financial covenants then contained in paragraph 6A of the Note Agreement as of June 30, 2010. Notwithstanding anything to the contrary in the Note Agreement, the Company and the Purchasers hereby agree that any failure to be in compliance with any such financial covenants or to deliver such Officer’s Certificate (in each case, referred to in the preceding sentence) shall constitute an immediate Event of Default. The Officer’s Certificate required to be delivered under the Note Agreement not later than August 30, 2010, may note the foregoing waiver, but shall otherwise be delivered in form and substance as required by the Note Agreement. Without limiting any provision contained in section 4 of this letter agreement, the foregoing waiver does not (x) constitute a waiver of any Default now existing or hereafter arising, whether known or unknown by any holder of a Note, or (y) represent any amendment of, or any agreement to amend, any provision of the Note Agreement.

4. Limitation of Modifications. Each amendment, consent, waiver 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.

5. 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).

Northwest Pipe Company

July [30], 2010

Page 4

6. 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 sixth 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 0.29% of the principal amount outstanding on the Notes; and (d) if requested by the Required Holders, the Company shall have replenished the retainer previously paid to Bingham McCutchen LLP in connection with this letter agreement in the amount so requested by such Required Holders in immediately available funds.

7. 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.

Northwest Pipe Company

July [30], 2010

Page 5

(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.

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

9. 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:	Stephanie J. Welty
Title:	Senior Vice President and Chief Financial Officer