Exhibit 4.0.5
THIRD 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
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THIRD AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT
THIS THIRD 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, and a
Second Amendment thereto dated as of
January 28, 2005 (as amended from time to
time, the "Agreement").
WHEREAS, the Borrowers have requested the Lenders to extend the
term of
the revolving credit facility 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. Section 13.1 of the Agreement is hereby
amended and restated as follows:
"13.1
Term.
This Agreement, which shall inure to the benefit of and shall
be
binding upon the respective successors and
permitted assigns of each Borrower,
Agent and each Lender, shall become
effective on the date hereof and shall
continue in full force and effect until
April 8, 2006 (the "Term") unless sooner
terminated as herein provided. Borrowers
may terminate this Agre
