ANDCredit Agreement • March 29th, 1999 • Railworks Corp • Arrangement of transportation of freight & cargo • New York
WITNESSETHEmployment Agreement • April 30th, 2002 • Railworks Corp • Arrangement of transportation of freight & cargo • Maryland
INDENTUREIndenture • May 28th, 1999 • Railworks Corp • Arrangement of transportation of freight & cargo • New York
1 EXHIBIT 10.44 AMENDED AND RESTATED PLEDGE AGREEMENT THIS AMENDED AND RESTATED PLEDGE AGREEMENT, dated as of April 28, 2000 (as amended and modified from time to time, the "Pledge Agreement" or this "Agreement"), by and among the Persons identified...Pledge Agreement • May 12th, 2000 • Railworks Corp • Arrangement of transportation of freight & cargo • New York
THIRD AMENDMENTCredit Agreement • June 22nd, 2001 • Railworks Corp • Arrangement of transportation of freight & cargo • New York
EXHIBIT 10.12 AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF MAY 21, 1998Merger Agreement • June 30th, 1998 • Railworks Corp • Arrangement of transportation of freight & cargo • Delaware
EXHIBIT 10.52 AGREEMENTAsset Purchase Agreement • August 20th, 2001 • Railworks Corp • Arrangement of transportation of freight & cargo • Texas
W I T N E S S E T HCredit Agreement • February 29th, 2000 • Railworks Corp • Arrangement of transportation of freight & cargo • New York
WITNESSETHSecurity Agreement • May 12th, 2000 • Railworks Corp • Arrangement of transportation of freight & cargo • New York
1 EXHIBIT 10.23 AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF MAY 21, 1998Agreement and Plan of Reorganization • June 30th, 1998 • Railworks Corp • Arrangement of transportation of freight & cargo • Delaware
EXHIBIT 4.5 THIS COMMON STOCK PURCHASE WARRANT AND THE SHARES THAT MAY BE PURCHASED HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER THE SECURITIES LAWS OF ANY STATE. THIS COMMON STOCK PURCHASE WARRANT HAS BEEN...Common Stock Purchase Warrant • August 20th, 2001 • Railworks Corp • Arrangement of transportation of freight & cargo • New York
Exhibit 10.54 August 17, 2001 Mr. Michael R. Azarela 12310 Cleghorn Road Cockeysville, MD 21030 Dear Mike: This letter (the "Agreement") will confirm our understanding concerning your termination of employment with RailWorks Corporation (the...Separation Agreement • November 19th, 2001 • Railworks Corp • Arrangement of transportation of freight & cargo • Maryland
EXHIBIT 10.42Credit Agreement • May 12th, 2000 • Railworks Corp • Arrangement of transportation of freight & cargo • New York
ARTICLE I DEFINITIONSStock Purchase Agreement • November 5th, 1999 • Railworks Corp • Arrangement of transportation of freight & cargo • Texas
1 EXHIBIT 4.6 REGISTRATION RIGHTS AGREEMENT Dated as of April 7, 1999Registration Rights Agreement • May 28th, 1999 • Railworks Corp • Arrangement of transportation of freight & cargo • New York
1 Exhibit 10.47 FIRST AMENDMENTCredit Agreement • March 27th, 2001 • Railworks Corp • Arrangement of transportation of freight & cargo • New York
WITNESSETHEmployment Agreement • May 15th, 2001 • Railworks Corp • Arrangement of transportation of freight & cargo • Maryland
Exhibit 10.53 August 17, 2001 Mr. John G. Larkin 403 Somerset Road Baltimore, MD 21210 Dear John: This letter (the "Agreement") will confirm our understanding concerning your termination of employment with RailWorks Corporation (the "Company") and...Severance Agreement • November 19th, 2001 • Railworks Corp • Arrangement of transportation of freight & cargo • Maryland
WITNESSETHEmployment Agreement • May 14th, 1999 • Railworks Corp • Arrangement of transportation of freight & cargo • Maryland
RECITALSStock Exchange Agreement • October 14th, 1998 • Railworks Corp • Arrangement of transportation of freight & cargo • New York
WITNESSETHEmployment Agreement • May 15th, 2001 • Railworks Corp • Arrangement of transportation of freight & cargo • Maryland
1 EXHIBIT 10.1 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of August 5, 1999Credit Agreement • November 15th, 1999 • Railworks Corp • Arrangement of transportation of freight & cargo • New York
EXHIBIT 4.6 REGISTRATION RIGHTS AGREEMENT Dated as of September 30, 1999Registration Rights Agreement • December 16th, 1999 • Railworks Corp • Arrangement of transportation of freight & cargo • New York
1 EXHIBIT 4.1 SUPPLEMENTAL INDENTURE Dated as of _________, ____Supplemental Indenture • November 15th, 1999 • Railworks Corp • Arrangement of transportation of freight & cargo • New York
1 EXHIBIT 10.31 STOCK PURCHASE AGREEMENT between COMSTOCK GROUP, INC., and LKC ACQUISITION CORP. Dated as of April 3, 1997 2Stock Purchase Agreement • June 30th, 1998 • Railworks Corp • Arrangement of transportation of freight & cargo • New York
SECOND AMENDMENTCredit Agreement • May 15th, 2001 • Railworks Corp • Arrangement of transportation of freight & cargo • New York
September 20, 1999 Mr. John G. Larkin 403 Somerset Road Baltimore, MD 28280 RE: AMENDED AND RESTATED EMPLOYMENT AGREEMENT DATED AUGUST 4, 1998 ("AGREEMENT") BETWEEN JOHN G. LARKIN AND RAILWORKS CORPORATION ("CORPORATION") Dear Mr. Larkin: This letter...Employment Agreement • November 15th, 1999 • Railworks Corp • Arrangement of transportation of freight & cargo
ANDTerm Loan Credit Agreement • December 16th, 1999 • Railworks Corp • Arrangement of transportation of freight & cargo • New York
RAILWORKS LETTERHEAD]Employment Agreement • April 30th, 2002 • Railworks Corp • Arrangement of transportation of freight & cargo
EXHIBIT 10.6 AGREEMENT AND PLAN OF REORGANIZATION DATED AS OF MAY 21, 1998Agreement and Plan of Reorganization • June 30th, 1998 • Railworks Corp • Arrangement of transportation of freight & cargo • Delaware
EXHIBIT 10.59 =============================================================================== DEBTOR-IN-POSSESSION TRANSIT REVOLVING CREDIT AGREEMENTDebt Agreement • April 12th, 2002 • Railworks Corp • Arrangement of transportation of freight & cargo • New York
STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(B)(2)Statement of Eligibility and Qualification • May 28th, 1999 • Railworks Corp • Arrangement of transportation of freight & cargo
1 EXHIBIT 10.35 AMENDMENT NO. 1Credit Agreement • March 29th, 1999 • Railworks Corp • Arrangement of transportation of freight & cargo
UNIFORM PROVISIONS FOR THE ACQUISITION OF FOUNDING COMPANIESAcquisition Agreement • June 30th, 1998 • Railworks Corp • Arrangement of transportation of freight & cargo
WITNESSETH WHEREAS, a $105 million credit facility has been extended to the Domestic Borrower and certain of its Subsidiaries pursuant to the terms of that Amended and Restated Credit Agreement dated as of August 5, 1999 (as amended and modified, the...Credit Agreement • May 12th, 2000 • Railworks Corp • Arrangement of transportation of freight & cargo • New York
