EXHIBIT 10









EXHIBIT

10.19




 




FIRST

AMENDMENT TO CREDIT AGREEMENT




 




 




                THIS

FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”) is entered into as of

April 5, 2002, by and between NORTHWEST PIPE COMPANY, an Oregon Corporation

(“Borrower”), and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Bank”).




 




 




RECITALS




 




                WHEREAS,

Borrower is currently indebted to Bank pursuant to the terms and conditions of

that certain Credit Agreement between Borrower and Bank dated as of May 30,

2001, as amended from time to time (“Credit Agreement”).




 




                WHEREAS,

Bank and Borrower have agreed to certain changes in the terms and conditions

set forth in the Credit Agreement and have agreed to amend the Credit Agreement

to reflect said changes.




 




                NOW,

THEREFORE, for valuable consideration, the receipt and sufficiency of which are

hereby acknowledged, the parties hereto agree that the Credit Agreement shall

be amended as follows:




 




                1.             Section 1.1. (b) is hereby

deleted in its entirety, and the following substituted therefor:




 




                                                         “Letter of Credit

Subfeature.  As a subfeature under

the Line of Credit, Bank agrees from time to time during the term thereof to

issue or cause an affiliate to issue standby letters of credit for the account

of Borrower to finance borrower’s self insurance for worker’s compensation (each,

a “Letter of Credit” and collectively, “Letters of Credit”); provided however,

that the aggregate undrawn amount of all outstanding Letters of Credit shall

not at any time exceed Five Million Dollars ($5,000,000.00).  No Letter of Credit shall have an expiration

date subsequent to the maturity date of the Line of Credit.  The undrawn amount of all Letters of Credit

shall be reserved under the Line of Credit and shall not be available for

borrowings thereunder.  Each Letter of

Credit shall be subject to the additional terms and conditions of the Letter of

Credit agreements, applications and any related documents required by Bank in

connection with the issuance thereof. 

Each draft paid under a Letter of Credit shall be deemed an advance

under the Line of Credit and shall be repaid by Borrower in accordance with the

terms and conditions of this Agreement applicable to such advances; provided

however, that if advances under the Line of Credit are not available, for any

reason, at the time any draft is paid, then Borrower shall immediately pay to

Bank the full amount of such draft, together with interest thereon from the

date such draft is paid to the date such amount is fully repaid by Borrower, at

the rate of interest applicable to advances under the Line of Credit.  In such event Borrower agrees that Bank, in

its sole discretion, may debit any account maintained by Borrower with Bank for

the amount of any such draft.”




 




2.                                       Except as specifically provided herein,

all terms and conditions of the Credit Agreement remain in full force and

effect, without waiver or modification. 

All terms defined in the Credit Agreement shall have the same meaning

when used in this Amendment.  This Amendment

and the Credit Agreement shall be read together, as one document.




 




 




 





























 




3.                                       Borrower hereby remakes all

representations and warranties contained in the Credit Agreement and reaffirms

all covenants set forth therein. 

Borrower further certifies that as of the date of this Amendment there

exists no Event of Default as defined in the Credit Agreement, nor any

condition, act or event which with the giving of notice or the passage of time

or both would constitute any such Event of Default.




 




UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS

MADE BY BANK AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS

WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY

THE BORROWER’S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE

SIGNED BY BANK TO BE ENFORCEABLE.




 




                IN WITNESS WHEREOF, the parties hereto have caused

this Amendment to be executed as of the day and year first written above.




 




	

   


  	

   


  	

  WELLS FARGO BANK,


  
	

  NORTHWEST PIPE COMPANY


  	

   


  	

  NATIONAL ASSOCIATION


  
	

   


  	

   


  	

   


  
	

  By:


  	

    /s/ John Murakami


  	

   


  	

  By:


  	

     /s/ S. Myers


  
	

   


  	

    VP - CFO


  	

   


  	

   


  	

     Stan Myers, Vice President


  





 




 




 




 




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