10.1     Second Amendment to Amended and Restated Credit Agreement dated
         October 14, 2008, by and among Northwest Pipe Company, Bank of America,
         N.A., as Administrative Agent, and Union Bank of California, N.A.

10.2     First Amendment and Limited Waiver to the Amended and Restated Note
         Purchase and Private Shelf Agreement dated as of October 14, 2008 by and
         among Northwest Pipe Company and Prudential Investment Management, Inc.
         and certain affiliates.