Exhibit 10.0.3
THIRD AMENDMENT TO
AMENDED AND RESTATED 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)
February 8, 2007
<PAGE>
THIRD AMENDMENT TO AMENDED AND RESTATED
REVOLVING CREDIT SECURITY AGREEMENT
THIS
THIRD AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY
AGREEMENT (the
"Amendment") is made
as of February 8, 2007, 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
Amended and Restated
Revolving Credit and Security Agreement dated as of May 5,
2005, as amended by a
First Amendment
thereto dated as of
September 13, 2005,
and a Second Amendment thereto dated as of May 16, 2006 (as amended
from time to
time, the "Agreement").
WHEREAS, the Borrowers
have requested the Lenders to modify
the terms of
the pricing as well as certain covenants under the Agreement.
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.
Defined terms used
herein shall have the meanings given to them in the
Agreement.
2.
The following
definitions set forth in Section 1.2 of the Agreement are
hereby amended and restated as follows:
"Facility Fee" shall
mean a percentage rate
per annum equal to one fourth
of one percent (0.25%).
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"Permitted
Encumbrances" shall
mean (a) Liens in favor of Agent for
the
benefit of Agent
and Lenders; (b) Liens for taxes, assessments or other
governmental charges
not delinquent
or being contested in good faith and by
appropriate
proceedings and with
respect to which
proper reserves
have been
taken by Borrowers;
provided, that, the Lien shall have no effect on the
priority of the
Liens in favor of
Agent or the value of
the assets
in which
Agent has such a Lien and a stay of enforcement of any such Lien shall be in
effect; (c)
deposits or pledges to secure obligations under worker's
compensation, social
security or similar laws, or under unemployment insurance;
(d) deposits, security
interests or pledges to secure bids, tenders, contracts
(other than contracts for the payment of money), leases,
statutory
obligations,
surety and appeal
bonds and other
obligations of like
nature arising in the
ordinary course of any
Borrower's business;
(e) judgment Liens
that have been
stayed or bonded and
mechanics', workers',
materialmen's
or other like
Liens
arising in the
ordinary course of any Borrower's business with respect to
obligations which are
not due or which are being contested in good faith by the
applicable Borrower;
(f) Liens placed upon fixed assets, proceeds from
disposition thereof
and other property
directly related thereto, hereafter
acquired to secure a portion of the purchase price thereof (or refinance
fixed
assets acquired with proceeds of Revolving Advances, so long as the proceeds of
such refinancing are applied to the outstanding balance of Revolving Advances)
or Liens of lessors on fixed assets subject to capital leases,
or Liens on Real
Property, improvements
and fixtures in connection with the financing of Capital
Expenditures, provided
that in each case
above (x) any such lien shall not
encumber any other property of Borrowers (other than related
obligations owed to
such lender or lessor) and (y) the aggregate amount of Indebtedness
secured by
such Liens incurred as a result of such purchases during any fiscal year shall
not exceed the amount provided for in Section 7.6; (g) other Liens
incidental to
the conduct of
Borrowers' business or
the ownership of its property and assets
which were
not incurred in connection with the borrowing of money or the
obtaining of advances or credit, and which do not in the
aggregate materially
detract from Agent's or Lenders' rights in and to the Collateral or
the value of
Borrowers' property or
assets or which do not materially impair the use thereof
in the operation of
Borrowers' business;
(h) Liens on assets of
the Borrowers
other than Collateral which secure Indebtedness not exceeding
$10,000,000 in the
aggregate at any one time outstanding and which is permitted
under Section 7.8;
and (i) Liens disclosed on Schedule 1.2(B).
"Revolving Interest
Rate" shall mean an
interest rate per
annum equal to
(a) the sum of the
Alternate Base Rate
minus one percent (1%)
with respect to
Domestic Rate
Loans and (b) the sum of the Eurodollar Rate plus one and
one-fourth percent (1.25%) with respect to Eurodollar Rate
Loans.
3.
Section 7.2(b) of the Agreement is hereby amended and restated as
follows:
"(b)
Enter into or suffer
to exist any agreement
with any Person which
prohibits or limits
the ability of any
Borrower to create,
incur, assume or
suffer to exist any Lien upon or with respect to any property or assets of any
kind, real or personal, tangible or intangible, now owned
or hereafter acquired
(including,
without limitation
Equipment,
Investment
Property and Real
Property), other than
(i) such agreements in favor of Agent or Lenders pursuant
to this Agreement and the Other Documents, (ii) as set forth on Schedule
7.2(b)
hereto, and (iii) capital leases, purchase money financing,
industrial revenue
bond financing and financing secured by Liens on Real Property,
improvements and
fixtures in connection
with the financing of Capital Expenditures consummated
after the Closing Date (to the extent permitted under this Agreement)
pursuant
to contracts which restrict Liens on the Equipment, Real Property,
improvements,
fixtures and other capital assets (excluding any Inventory or
Receivables) being
financed pursuant to such capital leases, purchase money financing,
industrial
revenue bond financing or other secured financing."
<PAGE>
4.
Section 7.4 of the Agreement is hereby amended and restated as
follows:
"7.4
Investments.
Except as set forth on Schedule 7.4 or as permitted under Section
7.1(a)(ii), purchase
or acquire obligations
or stock of, or any other interest
in, any Person, except (a) obligations issued or guaranteed by the
United States
of America or any agency thereof, (b) commercial paper with maturities of not
more than 180 days and
a published
rating of not less
than A-1 or P-1 (or the
equivalent rating),
(c) certificates of
time deposit and bankers' acceptances
having maturities of not more than 180 days and repurchase
agreements backed
by
United States government securities of a commercial bank if
(i) such bank has a
combined capital
and surplus of at least $500,000,000, or (ii) its debt
obligations, or those
of a holding company
of which it is a
Subsidiary,
are
rated not less than A (or the equivalent rating) by a nationally recognized
investment rating
agency, (d) U.S. money market funds that invest
solely in
obligations issued or
guaranteed
by t
