-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NDw8zUa+b58mfvxAQuWd+TQZPAsh5JjhXE3G4vksmtTmRH2G2mDDkucccT02kNO5 sXq+uCSNtV/D1hOofyZHog== 0000352825-05-000022.txt : 20050919 0000352825-05-000022.hdr.sgml : 20050919 20050919090816 ACCESSION NUMBER: 0000352825-05-000022 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050913 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050919 DATE AS OF CHANGE: 20050919 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FOSTER L B CO CENTRAL INDEX KEY: 0000352825 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS SERVICE CENTERS & OFFICES [5051] IRS NUMBER: 251324733 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-10436 FILM NUMBER: 051090234 BUSINESS ADDRESS: STREET 1: 415 HOLIDAY DR CITY: PITTSBURGH STATE: PA ZIP: 15220 BUSINESS PHONE: 4129283431 MAIL ADDRESS: STREET 1: 415 HOLIDAY DR CITY: PITTSBURGH STATE: PA ZIP: 15220 8-K 1 amen1_8k.txt 1ST AMENDMENT TO REVOLVING & SECURITY AGREEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) September 13, 2005 ------------------------------ L. B. Foster Company ------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 000-10436 25-1324733 ------------------------------------------------------------------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 415 Holiday Drive, Pittsburgh, Pennsylvania 15220 ------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (412) 928-3417 ------------------------ None ------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1.01 Entry Into a Material Definitive Agreement - ------------------------------------------------------------ On September 13, 2005, the Registrant and its subsidiaries, CXT Incorporated, Natmaya, Inc. and Fosmart, Inc. (collectively the "Company") executed the First Amendment to the Revolving Credit and Security Agreement originally dated May 5, 2005 (the "Agreement') by and among the Company and PNC Bank National Association, as lender and agent, LaSalle Bank National Association and First Commonwealth Bank. Under the First Amendment, the Company's maximum credit line was increased from $60,000,000 to $75,000,000. The Company's maximum borrowings under the Agreement continue to be limited to specified percentages of the Company's eligible inventory and eligible receivables. Item 9.01 Financial Statements and Exhibits - --------------------------------------------------- (c) Exhibits 10.0.1 First Amendment dated September 13, 2005 to Revolving Credit and Security Agreement SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. L.B. Foster Company ------------------- (Registrant) Date: September 14, 2005 /s/David J. Russo -------------------------------------- David J. Russo Senior Vice President, Chief Financial Officer and Treasurer EXHIBIT INDEX ------------- 10.0.1 First Amendment dated September 13, 2005 to Revolving Credit and Security Agreement. EX-10 2 ex1001.txt EXHIBIT 10.0.1 FIRST AMENDMENT Exhibit 10.0.1 FIRST 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) September 13, 2005 FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT SECURITY AGREEMENT THIS FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT (the "Amendment") is made as of September 13, 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 Amended and Restated Revolving Credit and Security Agreement dated as of May 5, 2005 (as amended from time to time, the "Agreement"). WHEREAS, the Borrowers have requested the Lenders to increase the revolving credit commitments available to the Borrowers under the Agreement and for certain other modifications. 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 definition set forth in Section 1.2 of the Agreement is hereby amended and restated as follows: "Maximum Revolving Advance Amount" shall mean $75,000,000. 3. Subsection 2.1(a) of the Agreement is hereby amended and restated as follows: "(a) Revolving Advances. Subject to the terms and conditions set forth in this Agreement including, without limitation, Section 16.2, each Lender, severally and not jointly, will make Revolving Advances to Borrowers in aggregate amounts outstanding at any time equal to such Lender's Commitment Percentage of the lesser of (x) the Maximum Revolving Advance Amount less the aggregate amount of outstanding Letters of Credit and Acceptances or (y) an amount equal to the sum of: (i) up to 85%, subject to the provisions of Section 2.1(c) hereof ("Receivables Advance Rate"), of Eligible Receivables, plus (ii) up to the lesser of (A) 60%, subject to the provisions of Section 2.1(c) hereof ("Inventory Advance Rate"), of the value of the Eligible Inventory (the Receivables Advance Rate and the Inventory Advance Rate shall be referred to collectively, as the "Advance Rates") or (B) $45,000,000 in the aggregate at any one time, minus (iii) the aggregate amount of outstanding Letters of Credit and Acceptances, minus (iv) such reserves as Agent may reasonably deem proper and necessary from time to time. The amount derived from the sum of (a) Sections 2.1(a)(y)(i) and (ii) minus (b) Section 2.1 (a)(y)(iii) and (iv) at any time and from time to time shall be referred to as the "Formula Amount". The Revolving Advances shall be evidenced by one or more secured promissory notes (collectively, the "Revolving Credit Note") substantially in the form attached hereto as Exhibit 2.1(a)." 4. Representations. Each Borrower hereby represents and warrants that it has the corporate power and has been duly authorized by all requisite corporate action to execute and deliver this Amendment and to perform its obligations hereunder. Each Borrower hereby represents and warrants that no Default or Event of Default exists under the Agreement or shall result from the execution and delivery of this Amendment. 5. Force and Effect. Each Lender and each Borrower reconfirms and ratifies the Agreement and all Other Documents executed in connection therewith except to the extent any such documents are expressly modified by this Amendment, and each Borrower confirms that all such documents have remained in full force and effect since the date of their execution. All Collateral which secures the Obligations shall continue to secure the Obligations, as such Obligations may be increased pursuant to the terms of this Amendment. 6. Governing Law. This Amendment shall be deemed to be a contract under the laws of the Commonwealth of Pennsylvania and for all purposes shall be governed by and construed and enforced in accordance with the internal laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles. 7. Counterparts. This Amendment may be signed by telecopy or original in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 8. Effective Date. This Amendment shall be effective upon (i) the execution and delivery to the Agent of this Amendment by the Borrowers and the Lenders, (ii) the execution and delivery to the Agent and Lenders of replacement Revolving Credit Notes in favor of the Lenders representing the amount of each Lender's Commitment Percentage of the increased Maximum Revolving Advance Amount, (iii) the execution and delivery to the Agent of a certificate of the secretary or an assistant secretary of each Borrower, including incumbency of the officers signing this Amendment and the Revolving Credit Notes, as well as certification with respect to the resolutions of each such Borrower's board of directors with respect to this Amendment, (iv) delivery of an opinion of counsel of the Borrowers with respect to the due authorization, execution and delivery of this Amendment and the Revolving Credit Notes and such other matters as required by the Agent, and (v) the Borrowers' payment to the Agent, for itself and the benefit of the Lenders, of all fees and expenses required in connection with this Amendment. [SIGNATURE PAGES FOLLOW] [SIGNATURE PAGE 1 OF 2 TO FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT] Intending to be legally bound, each of the parties has signed this First Amendment to Amended and Restated Revolving Credit and Security Agreement as of the day and year first above written. ATTEST: L. B. FOSTER COMPANY /s/David L. Voltz By:/s/David J. Russo [Seal] - ----------------- ---------------------------------- Name: David J. Russo -------------------------------- Title: Senior V.P. and CFO ------------------------------- ATTEST: CXT INCORPORATED /s/David L. Voltz By:/s/David J. Russo [Seal] - ----------------- ---------------------------------- Name: David J. Russo -------------------------------- Title: Senior V.P. and CFO ------------------------------- ATTEST: NATMAYA, INC. /s/Gary Tannenbaum By:/s/Judy Scarborough [Seal] - ------------------ ---------------------------------- Name: Judy Scarborough -------------------------------- Title: President ------------------------------- ATTEST: FOSMART, INC. /s/Gary Tannenbaum By:/s/Judy Scarborough [Seal] - ------------------ ---------------------------------- Name: Judy Scarborough -------------------------------- Title: President ------------------------------- [SIGNATURE PAGE 2 OF 2 TO FIRST AMENDMENT TO AMENDED AND RESTATED REVOLVING CREDIT AND SECURITY AGREEMENT] PNC BANK, NATIONAL ASSOCIATION, a national banking association, as Lender and as Agent By:/s/ James M. Steffy ------------------------- Name: James M. Steffy ----------------------- Title: Vice President ---------------------- LASALLE BANK NATIONAL ASSOCIATION By:/s/Hollis J. Griffin ------------------------------ Name: Hollis J. Griffin ---------------------------- Title: First Vice President --------------------------- FIRST COMMONWEALTH BANK By:/s/ Paul J. Oris ------------------------------ Name: Paul J. Oris ---------------------------- Title: S.V.P. --------------------------- -----END PRIVACY-ENHANCED MESSAGE-----