Second Amendment to Amended and Restated Credit Agreement among RailWorks Corporation, Subsidiaries, Lenders, and Bank of America, N.A.

Summary

This amendment updates the terms of a $250 million credit agreement between RailWorks Corporation, its subsidiaries, several lenders, and Bank of America, N.A. as administrative agent. The changes include revised financial ratio definitions, new requirements for mandatory loan prepayments and reductions, and updated financial covenants. The amendment also addresses the treatment of the sale of FCM Rail, Ltd., requiring certain loan reductions and pro forma financial calculations. The agreement is effective once signed by all parties and upon completion of the FCM Rail sale.

EX-10.51 4 g69458ex10-51.txt AMENDMENT NO. 3 TO THE CREDIT AGREEMENT 1 EXHIBIT 10.51 SECOND AMENDMENT THIS SECOND AMENDMENT (this "Amendment"), dated as of February 13, 2001, to the Credit Agreement referenced below, is by and among RailWorks Corporation, a Delaware corporation (the "Borrower"), the Subsidiaries of the Borrower identified on the signature pages hereto (the "Guarantors"), the Lenders identified on the signature pages hereto and Bank of America, N.A., as Administrative Agent. Terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement. W I T N E S S E T H WHEREAS, a $250 million credit facility has been extended to the Borrower pursuant to the terms of that Amended and Restated Credit Agreement dated as of April 28, 2000 (as amended, modified and supplemented from time to time, the "Credit Agreement") among the Borrower, the Guarantors, the Lenders, First Union National Bank, as Documentation Agent, and Bank of America, N.A., as Administrative Agent; WHEREAS, the Borrower has requested certain modifications to the Credit Agreement; WHEREAS, the requested modifications require the consent of the Required Lenders; and WHEREAS, the Required Lenders have agreed to the requested modifications on the terms and conditions set forth herein. NOW, THEREFORE, IN CONSIDERATION of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Amendments. The Credit Agreement is amended in the following respects: 1.1 The following definitions in Section 1.1 of the Credit Agreement are amended to read as follows: "Consolidated Senior Leverage Ratio" means, as of the last day of any fiscal quarter, the ratio of (x) Consolidated Senior Debt on such day less any earn-out payments owing under seller financing obligations to (y) Consolidated EBITDA for the period of four consecutive fiscal quarters ending as of such day. "Consolidated Total Leverage Ratio" means, as of the last day of any fiscal quarter, the ratio of (x) Consolidated Total Funded Debt on such day less any earn-out payments owing under seller financing obligations to (y) to Consolidated EBITDA for the period of four consecutive fiscal quarters ending as of such day. 1.2 The first sentence of Section 3.3(c)(ii)(A) is amended to read as follows: Mandatory prepayments made under this Section 3.3 in respect of Divestitures shall be applied ratably among the Tranche B Term Loan (to the principal amortization installments thereof in inverse order of 53 2 maturity) and the Revolving Obligations (with a corresponding permanent reduction in the Aggregate Revolving Committed Amount and the Available Revolving Committed Amount in each case in an amount equal to all amounts applied to the Revolving Obligations pursuant to this Section 3.3(c)(ii)(A)). 1.3 Clauses (b) and (c) of Section 3.4 of the Credit Agreement is renumbered as clauses (c) and (d) thereof, respectively, and a new clause (b) is added to Section 3.4 of the Credit Agreement to read as follows: (b) Mandatory Reductions. The Aggregate Revolving Committed Amount and the Available Revolving Committed Amount automatically shall be permanently reduced by the amount of any prepayment on the Revolving Obligations pursuant to Section 3.3(c)(ii)(A). 1.4 Clause (a) of Section 7.9 of the Credit Agreement is amended to read as follows: (a) Consolidated Total Leverage Ratio. As of the end of each fiscal quarter of the members of the Consolidated Group, the Consolidated Total Leverage Ratio shall not be greater than the ratio set forth below:

1.5 Clause (b) of Section 7.9 of the Credit Agreement is amended to read as follows: (b) Consolidated Senior Leverage Ratio. As of the end of each fiscal quarter of the members of the Consolidated Group, the Consolidated Senior Leverage Ratio shall not be greater than the ratio set forth below:

1.6 Clause (c) of Section 7.9 of the Credit Agreement is amended to read as follows: (c) As of the end of each fiscal quarter of the members of the Consolidated Group, Consolidated Net Worth shall be not less than the sum of (i) $82 million plus (ii) on the last day of each fiscal quarter to end after December 31, 2000, seventy-five percent (75%) of 54 3 Consolidated Net Income for the fiscal quarter (but not less than zero), such increases to be cumulative, plus (iii) one hundred percent (100%) of any increases in Consolidated Net Worth resulting from Equity Transactions occurring after the date of the First Amendment. 2. FCM Rail Sale. It is acknowledged and agreed that (i) notwithstanding that the sale by the Borrower of the capital stock of FCM Rail, Ltd. (the "FCM Rail Sale") shall have been consummated prior to the effectiveness of this Amendment, the parties hereto agree that the FCM Rail Sale shall be subject to Section 3.3(c)(ii)(A) of the Credit Agreement and Section 3.4(b) of the Credit Agreement as each such section is amended by this Amendment (i.e., the Aggregate Revolving Committed Amount and the Available Revolving Committed Amount shall both be permanently reduced by an amount equal to all amounts applied to the Revolving Obligations in connection with the FCM Rail Sale), and (ii) from the date of the FCM Rail Sale, the financial covenants in Section 7.9(a) [including, without limitation, calculation of the Consolidated Total Leverage Ratio for the purpose of the definition of "Application Percentage" set forth in Section 1.1 and calculation of all such financial covenants for the purposes of Sections 8.1, 8.3 and 8.4] shall be made on a Pro Forma Basis giving effect to the Divestiture thereof, as provided in Section 1.3. 3. Conditions Precedent. This Amendment shall be effective upon satisfaction of the following conditions precedent: (a) receipt by the Administrative Agent of multiple counterparts of this Amendment executed by the Credit Parties and the Required Lenders; and (b) the sale of FCM Rail, Ltd. shall have been consummated. 4. Representations. The Borrower hereby affirms that the representations and warranties set forth in the Credit Agreement and the other Credit Documents are true and correct as of the date hereof (except those which expressly relate to an earlier period). 5. Release. Each Credit Party hereby represents and warrants that it has no claims, counterclaims, offsets, or defenses to the Credit Documents or to the performance of its obligations thereunder. In consideration of the Lenders' willingness to enter into this Amendment, each Credit Party hereby releases the Administrative Agent, the Collateral Agent, the Lenders, and the Administrative Agent's, the Collateral Agent's and the Lenders' respective officers, employees, representatives, agents, counsel, trustees and directors from any and all actions, causes of action, claims, demands, damages and liabilities or whatever kind or nature, in law or in equity, now known or unknown, suspected or unsuspected, that may exist in connection with any of the Credit Documents or the Obligations, to the extent that any of the foregoing arises from any action or failure to act on or prior to the date hereof. 6. Reaffirmation of Guaranty. Each Guarantor (i) acknowledges and consents to all of the terms and conditions of this Amendment, (ii) affirms all of its obligations under the Credit Documents and (iii) agrees that this Amendment and all documents executed in connection herewith do not operate to reduce or discharge such Guarantor's obligations under the Credit Agreement or the other Credit Documents. 7. No Other Changes. Except as modified hereby, all of the terms and provisions of the Credit Agreement and the other Credit Documents (including schedules and exhibits thereto) shall remain in full force and effect. 8. Costs and Expenses. The Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment, including, without limitation, the reasonable fees and expenses of Moore & Van Allen, PLLC. 55 4 9. Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and it shall not be necessary in making proof of this Amendment to produce or account for more than one such counterpart. 10. Governing Law. This Amendment shall be deemed to be a contract made under, and for all purposes shall be construed in accordance with, the laws of the State of New York. [Remainder of Page Intentionally Left Blank] 56 5 IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above written. BORROWER: RAILWORKS CORPORATION, a Delaware corporation By: ----------------------------------------- Name: Michael R. Azarela Title: President GUARANTORS: ALPHA-KEYSTONE ENGINEERING, INC., a Pennsylvania corporation BIRMINGHAM WOOD, INC., an Alabama corporation BREAKING TECHNOLOGY CORP., a New York corporation BREAKING TECHNOLOGY & EQUIPMENT, INC., a New York corporation COMSTOCK HOLDINGS, INC., a Delaware corporation COMTRAK CONSTRUCTION, INC., a Georgia corporation CONDON BROTHERS, INC., a Washington corporation CPI CONCRETE PRODUCTS, INCORPORATED, a Tennessee corporation EARL CAMPBELL CONSTRUCTION COMPANY, INC., a Texas corporation FCM RAIL, LTD., a Michigan corporation GANTREX CORPORATION, a Pennsylvania corporation H.P. MCGINLEY, INC., a Pennsylvania corporation HSQ TECHNOLOGY, a California corporation KENNEDY RAILROAD BUILDERS, INC., a Pennsylvania corporation L.K. COMSTOCK & COMPANY, INC., a New York corporation M-TRACK ENTERPRISES, INC., a New York corporation MCCORD TREATED WOOD, INC., an Alabama corporation MERIT RAILROAD CONTRACTORS, INC., a Missouri corporation MIDWEST CONSTRUCTION SERVICES, INC., an Indiana corporation MIDWEST RAILROAD CONSTRUCTION AND MAINTENANCE CORPORATION OF WYOMING, a Wyoming corporation MINNESOTA RAILROAD SERVICE, INC., a Tennessee corporation NEOSHO ASIA, INC., a Kansas corporation NEOSHO CENTRAL AMERICA, INC., a Kansas corporation NEOSHO CONSTRUCTION COMPANY, INCORPORATED, a Kansas corporation NEOSHO CONTRACTORS, INC., a Wyoming corporation NEOSHO INCORPORATED, INC., a Kansas corporation NEOSHO INTERNATIONAL, INC., a Kansas corporation NEW ENGLAND RAILROAD CONSTRUCTION CO., a Connecticut corporation NORTHERN RAIL SERVICE AND SUPPLY COMPANY, INC., a Michigan corporation By: ----------------------------------------- Name: Michael R. Azarela Title: Executive Vice President of each of the foregoing [SIGNATURE PAGES CONTINUE] 57 6 RAILCORP, INC., an Ohio corporation RAILWORKS RAIL PRODUCTS & SERVICES, INC., a Kansas corporation RAILWORKS TRACK SYSTEMS, INC., a Nevada corporation RAILWORKS TRANSIT, INC., a New York corporation RAILWORKS WOOD PRODUCTS, INC., a Delaware corporation RWKS CONSTRUCTION, INC., a Maryland corporation SOUTHERN INDIANA WOOD PRESERVING CO., INC., an Indiana corporation U.S. RAILWAY SUPPLY, INC., an Indiana corporation U.S. TRACKWORKS, INC., a Michigan corporation V&R ELECTRICAL CONTRACTORS, INC., a New York corporation WM. A. SMITH CONSTRUCTION CO., INC., a Texas corporation WOOD WASTE ENERGY, INC., a Virginia corporation W.T. BYLER CO., INC., a Texas corporation By: ----------------------------------------- Name: Michael R. Azarela Title: Executive Vice President of each of the foregoing RAILWORKS TRANSIT SYSTEMS, INC., a Delaware corporation RAILWORKS CANADA, INC., a Delaware corporation By: ----------------------------------------- Name: John P. Nuzzo Title: Assistant Secretary of each of the foregoing By: ----------------------------------------- Name: Michael R. Azarela Title: Executive Vice President of each of the foregoing DURA-WOOD LLC, a Delaware limited liability company By: MCCORD TREATED WOOD, INC., an Alabama corporation, its managing member By: ----------------------------------------- Name: Michael R. Azarela Title: Executive Vice President RAILWORKS TRACK SERVICES, INC., an Indiana corporation By: ----------------------------------------- Name: Harold Kropp Title: Vice President [SIGNATURE PAGES CONTINUE] 58 7 LENDERS: BANK OF AMERICA, N.A., individually in its capacity as a Lender and in its capacity as Administrative Agent By:__________________________ Name: Title: FIRST UNION NATIONAL BANK By:__________________________ Name: Title: SUMMIT BANK By:__________________________ Name: Title: M&T BANK By:__________________________ Name: Title: KEY BANK NATIONAL ASSOCIATION By:__________________________ Name: Title: BANK ONE, MICHIGAN By:__________________________ Name: Title: COMERICA BANK By:__________________________ Name: Title: [SIGNATURE PAGES CONTINUE] 59 8 STATE STREET BANK AND TRUST COMPANY, as Trustee for GENERAL MOTORS WELFARE BENEFITS TRUST By:__________________________ Name: Title: STATE STREET BANK AND TRUST COMPANY, as Trustee for GENERAL MOTORS EMPLOYEES GLOBAL GROUP PENSION TRUST By:__________________________ Name: Title: ALLFIRST BANK By:__________________________ Name: Title: HELLER FINANCIAL, INC. By:__________________________ Name: Title: THE PROVIDENT BANK By:__________________________ Name: Title: FOOTHILL INCOME TRUST II, L.P. By:__________________________ Name: Title: METROPOLITAN PROPERTY AND CASUALTY INSURANCE COMPANY By:__________________________ Name: Title: [SIGNATURE PAGES CONTINUE] 60 9 FLOATING RATE PORTFOLIO By: INVESCO Senior Secured Management, Inc., as attorney in fact By: ----------------------------------------- Name: Title: AVALON CAPITAL LTD. By: INVESCO Senior Secured Management, Inc. By: ----------------------------------------- Name: Title: CERES II FINANCE LTD By: INVESCO Senior Secured Management, Inc., as Sub-Management Agent (Financial) By: ----------------------------------------- Name: Title: VAN KAMPEN PRIME RATE INCOME TRUST By: ----------------------------------------- Name: Title: VAN KAMPEN CLO I, LIMITED By: ----------------------------------------- Name: Title: VAN KAMPEN SENIOR INCOME TRUST By: ----------------------------------------- Name: Title: J.H. WHITNEY MARKET VALUE FUND, L.P. By: ----------------------------------------- Name: Title: 61