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Exhibit 4.0.4
SECOND AMENDMENT TO
REVOLVING CREDIT AND SECURITY AGREEMENT
BY AND AMONG
PNC BANK, NATIONAL ASSOCIATION
(AS LENDER AND AGENT),
THE LENDERS,
AND
L. B. FOSTER COMPANY,
CXT INCORPORATED,
NATMAYA, INC.,
AND
FOSMART, INC.
(BORROWERS)
January 28, 2005
<PAGE>
SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT
THIS SECOND AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT
(the
"Amendment") is made as of January 28, 2005, by and among L. B.
FOSTER COMPANY,
a corporation organized under the laws of the State of
Pennsylvania ("Foster"),
CXT INCORPORATED, a corporation organized under the laws of the
State of
Delaware ("CXT"), NATMAYA, INC., a corporation organized under
the laws of the
State of Delaware ("Natmaya"), and FOSMART, INC., a corporation
organized under
the laws of the State of Delaware ("Fosmart") (each a "Borrower"
and
collectively "Borrowers"), the financial institutions which are
now or which
hereafter become a party hereto (collectively, the "Lenders" and
individually a
"Lender") and PNC BANK, NATIONAL ASSOCIATION ("PNC"), as agent
for Lenders (PNC,
in such capacity, the "Agent").
W I T N E S S E T H:
WHEREAS, the Borrowers, the Lenders and Agent are parties to
that certain
Revolving Credit and Security Agreement dated as of September
26, 2002, as
amended by a First Amendment thereto dated as of September 8,
2003, (as amended
from time to time, the "Agreement").
WHEREAS, the Borrowers have requested the Lenders to amend the
agreement in
connection with certain transactions relating to Marquo Inc., a
supplier and
contractor to the Geotech Division of Foster.
WHEREAS, the parties hereto desire to amend the terms of the
Agreement as
provided for herein.
NOW, THEREFORE, the parties hereto, in consideration of their
mutual
covenants and agreements hereinafter set forth and intending to
be legally bound
hereby, covenant and agree as follows:
1. Definitions.
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Defined terms used herein shall have the meanings given to them
in the
Agreement.
2. The following new definition is hereby inserted in Section
1.2 of
the Agreement in alphabetical order:
"Marquo" shall mean Marquo Inc., a corporation incorporated
under the
laws of the state of Colorado.
<PAGE>
3. Section 2.9 of the Agreement is hereby amended and restated
as
follows:
"2.9 Letters of Credit and Acceptances.
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Subject to the terms and conditions hereof, Agent shall (a)
issue or
cause the issuance of standby and documentary (trade) Letters of
Credit
("Letters of Credit") on behalf of any Borrower, or (b) accept,
or cause to be
accepted Acceptances; provided, however, that Agent will not be
required to
issue or cause to be issued any Letters of Credit or accept or
cause to be
accepted any Acceptances to the extent that the face amount of
such Letters of
Credit and Acceptances would then cause the sum of (i) the
outstanding Revolving
Advances plus (ii) outstanding Letters of Credit plus (iii)
outstanding
Acceptances to exceed the lesser of (x) the Maximum Revolving
Advance Amount or
(y) the Formula Amount. The maximum amount of outstanding
Letters of Credit and
Acceptances shall not exceed $15,000,000 in the aggregate at any
time. All
disbursements or payments related to Letters of Credit and
Acceptances shall be
deemed to be Domestic Rate Loans consisting of Revolving
Advances and shall bear
interest at the Revolving Interest Rate for Domestic Rate Loans;
Letters of
Credit that have not been drawn upon shall not bear interest.
That certain
Irrevocable Letter of Credit No. S247285NJY dated April 10,
2002, in the amount
of $409,863.01 issue
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