February 11, 1998
RailTex Canada, Inc.
c/o RailTex, Inc.
0000 Xxxxxxxx
Xxxxx 000
Xxx Xxxxxxx, XX 00000
ATTENTION: XXXXX XXXXXX
Dear Sirs and Mesdames:
We refer to the loan agreement made as of June 21, 1996 among you
and the undersigned (the "Loan Agreement"). All defined terms used in this
letter and not otherwise defined have the meaning ascribed to them in the Loan
Agreement. This letter will confirm the following amendments to the Loan
Agreement:
(1) The following definition is added to section 1.01 of the Loan
Agreement in alphabetical order:
"Debt/EBITDA Ratio" means, with respect to any calendar quarter,
the ratio of Funded Debt of RailTex and its Subsidiaries as at
the end of such calendar quarter to EBITDA of RailTex and its
Subsidiaries for the four calendar quarters ending on the last
day of such calendar quarter;"
(2) The definition of "Prime Factor" in section 1.01(as) of the Loan
Agreement is deleted;
(3) Section 3.01 of the Loan Agreement is amended by deleting text
beginning on the sixth line with the word "plus" to and including
the number "45%" at the end of 3.01(c);
(4) Section 3.02 of the Loan Agreement is amended by replacing 3.02
(a) through (e) with the following:
"(a) 1 1/2% at any time that the Debt/EBITDA Ratio is greater
than or equal to 4.00 to 1.00;
(b) 1 1/4% at any time that the Debt/EBITDA Ratio is greater
than or equal to 3.50 to 1.00 but less than 4.00 to 1.00;
(c) 1 1/8% at any time that the Debt/EBITDA Ratio is greater
than or equal to 3.00 to 1.00 but less than 3.50 to 1.00;
(d) 1% at any time that the Debt/EBITDA Ratio is greater than or
equal to 2.50 to 1.00 but less than 3.00 to 1.00;
(e) 7/8% at any time that the Debt/EBITDA Ratio is greater than
or equal to 2.00 to 1.00 but less than 2.50 to 1.00; and
(f) 3/4% at any time that the Debt/EBITDA Ratio is less than
2.00 to 1.00."
(5) Section 3.03 of the Loan Agreement is amended by deleting the
phrase "Prime Factor and the" on the first line, inserting the
word "level" immediately following the word "fee" on the first
line and the fourth last line thereof, replacing the word
"Leverage" on the third line with the phrase "Debt/EBITDA", and
deleting the phrase "Prime Factor and" on the fourth last line
thereof; and
(6) Section 12.05 of the Loan Agreement is amended by replacing the
name "Xxxxxxx Xxxxxxxx" with the name "Xxxxx Xxxxx".
The amendments set out herein shall be effective from and
including February 13, 1998. For greater certainty, the amendments set out
herein shall have no effect with respect to any period of time prior to the date
that such amendments become effective. All terms and conditions of the Loan
Agreement will remain in full force and effect unchanged except as amended
hereby.
If you are in agreement with the foregoing, please arrange to
have the acknowledgment on the two enclosed copies of this letter executed by
duly authorized officers of the parties set out therein, and return both copies
to the Agent.
Yours very truly,
NATIONAL BANK OF CANADA,
as Agent
By: /s/XXXXX XXXXX
Xxxxx Xxxxx
Senior Manager
By: /s/XXXX XXXXX
Xxxx Xxxxx
Vice President
NATIONAL BANK OF CANADA, ABN AMRO BANK CANADA,
as Lender as Lender
By: /s/ XXXXX XXXXX By: /s/XXXXXX XXXXXX
Xxxxx Xxxxx Authorized Officer
Senior Manager
By: /s/ XXXX XXXXX By: /s/XXXX XXXXXXX
Xxxx Xxxxx Authorized Officer
Vice President
