Foster L B Co Sample Contracts

THIRD AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • August 16th, 1999 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania
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AGREEMENT
Purchase Agreement • March 16th, 2005 • Foster L B Co • Wholesale-metals service centers & offices
AMENDMENT
Lease Agreement • March 27th, 1998 • Foster L B Co • Wholesale-metals service centers & offices
AND
Rights Agreement • October 27th, 2006 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania
AND
Asset Purchase Agreement • March 16th, 2006 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania
RECITALS
Lease • May 2nd, 2008 • Foster L B Co • Wholesale-metals service centers & offices
NOTICE OF LEASE
Lease Agreement • March 30th, 2000 • Foster L B Co • Wholesale-metals service centers & offices
WITNESSETH: -----------
Sublease Agreement • April 30th, 2007 • Foster L B Co • Wholesale-metals service centers & offices
RECITALS
Lease • March 16th, 2004 • Foster L B Co • Wholesale-metals service centers & offices
AND
Rights Agreement • March 28th, 2003 • Foster L B Co • Wholesale-metals service centers & offices • Delaware
SECOND AMENDED AND RESTATED LOAN AGREEMENT by and among L. B. FOSTER COMPANY as Borrower
Loan Agreement • November 5th, 1998 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania
LEASE AND ADDENDA FOR BUILDING #7 AND FIVE ACRES OF LAND
Lease Agreement • March 16th, 2005 • Foster L B Co • Wholesale-metals service centers & offices
AGREEMENT OF PURCHASE AND SALE By and Among L.B. Foster Company
Purchase and Sale Agreement • November 14th, 2000 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania
BY AND AMONG
Revolving Credit and Security Agreement • July 27th, 2007 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania
JOINT FILING AGREEMENT
Joint Filing Agreement • February 13th, 2002 • Foster L B Co • Wholesale-metals service centers & offices
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RESTRICTED STOCK AGREEMENT (EXECUTIVE) (Section 5.1 Of The Omnibus Incentive Plan, as Amended and Restated)
Restricted Stock Agreement • May 10th, 2022 • Foster L B Co • Wholesale-metals service centers & offices

This Restricted Stock Agreement set forth below (this “Agreement”) is dated as of ___________ (the “Issue Date”) and is between L. B. Foster Company, a Pennsylvania corporation (“Company”), and ________________ (the “Stockholder”).

RECITALS
Lease Agreement • March 28th, 2003 • Foster L B Co • Wholesale-metals service centers & offices

THIS AMENDMENT, made and entered into this 7th day of November, 2002, by and between CROWN WEST REALTY, L.L.C., hereinafter called "Lessor", and CXT INCORPORATED, a Delaware corporation hereinafter called "Lessee".

L.B. FOSTER COMPANY AND AMERICAN STOCK TRANSFER & TRUST COMPANY, as Rights Agent RIGHTS AGREEMENT DATED AS OF MAY 15, 1997
Rights Agreement • May 23rd, 1997 • Foster L B Co • Wholesale-metals service centers & offices • Delaware
AGREEMENT AND PLAN OF MERGER Dated as of February 16, 2010 BY AND AMONG L. B. FOSTER COMPANY, FOSTER THOMAS COMPANY AND PORTEC RAIL PRODUCTS, INC.
Merger Agreement • February 26th, 2010 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania

This Agreement and Plan of Merger (the “Agreement”) is made and entered into on this 16th day of February, 2010, by and among Portec Rail Products, Inc., a West Virginia corporation (the “Company”), L. B. Foster Company, a Pennsylvania corporation (“Parent”), and Foster Thomas Company, a West Virginia corporation and wholly owned subsidiary of Parent (“Acquisition Co.”).

Restricted Stock Agreement (Section 5.1 Of The Omnibus Incentive Plan, As Amended And Restated)
Restricted Stock Agreement • December 21st, 2011 • Foster L B Co • Wholesale-metals service centers & offices

This Restricted Stock Agreement set forth below (this “Agreement”) is dated as of _____________________ (the “Issue Date”) and is between L. B. Foster Company, a Pennsylvania corporation (“Company”), and _______________________________ (the “Stockholder”).

FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • May 13th, 2010 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania

This First Amendment To Agreement and Plan of Merger (the “Amendment”) is made and entered into on this 13th day of May, 2010, by and among Portec Rail Products, Inc., a West Virginia corporation (the “Company”), L. B. Foster Company, a Pennsylvania corporation (“Parent”), and Foster Thomas Company, a West Virginia corporation and wholly owned subsidiary of Parent (“Acquisition Co.”).

RENEWAL RIDER
Renewal Rider • March 16th, 2004 • Foster L B Co • Wholesale-metals service centers & offices • Nebraska
AGREEMENT AND PLAN OF MERGER Dated as of February 16, 2010 BY AND AMONG FOSTER THOMAS COMPANY AND PORTEC RAIL PRODUCTS, INC.
Merger Agreement • February 17th, 2010 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania

Defined Term Location in Agreement Acceptance Time Section 6.3 Acquired Companies Section 3.1(b) Acquisition Co. Preamble Agreement Preamble Alternative Transaction Proposal Section 5.3(a) Benefit Plan Section 3.15 Business Day Section 1.4(a) Cash Amount Section 2.5(b) Certificates Section 2.6(b) Closing Section 2.3 Closing Date Section 2.3 Code Section 3.2(b) Company Preamble Company Benefit Plan Section 3.15 Company Board Recommendation Section 1.2(a) Company Common Stock Introduction Company Disclosure Letter Article 3 (preamble) Company Intellectual Property Section 3.13(a) Company Material Adverse Effect Section 3.1(a) Company Material Contract Section 3.14 Company Options Section 3.2(b) Company Permits Section 3.11 Company SEC Documents Section 3.8(a) Company Shareholder Meeting Section 6.1(a) Company Superior Proposal Section 5.3(d) Company's Form 10-K Section 3.10 Company's Stock Option Plan Section 3.2(b) Confidentiality, Non-disclosure and Exclusive Negotiation Agreement Sect

COOPERATION AGREEMENT
Cooperation Agreement • January 26th, 2024 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania

This Cooperation Agreement (this “Agreement”) is made and entered into as of January 25, 2024 (the “Effective Date”) by and among L. B. Foster Company, a Pennsylvania corporation (“L. B. Foster” or the “Company”), and each of the persons listed on Exhibit A hereto (each, an “Investor” and collectively, the “Investors” or the “Investor Group”). The Company and each of the Investors are each herein referred to as a “party” and collectively, the “parties”). Unless otherwise defined herein, capitalized terms shall have the meanings given to them in Section 13 herein.

AGREEMENT
Investor Agreement • February 17th, 2016 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania

This AGREEMENT, dated as of February 12, 2016, is made and entered into by L. B. Foster Company, a Pennsylvania corporation (“L. B. Foster” or the “Company”) and each of the persons set forth on the signature page hereto (each, an “Investor” and collectively, the “Investor Group”) which presently are or may be deemed to be members of a “group” with respect to the common stock of the Company, par value $0.01 per share (the “Common Stock”), pursuant to Rule 13d-5 promulgated by the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”);

RETIREMENT AGREEMENT AND GENERAL RELEASE
Retirement Agreement • November 4th, 2024 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania

This Retirement Agreement and General Release (this “Agreement”), dated June 30, 2024, is entered into by and between L. B. FOSTER COMPANY, a Pennsylvania corporation (the “Company”), and William F. Treacy (“Employee”).

SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • August 31st, 2010 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania

This Second Amendment to Agreement and Plan of Merger (“Second Amendment”) is made and entered into on this 30th day of August, 2010, by and among Portec Rail Products, Inc., a West Virginia corporation (the “Company”), L. B. Foster Company, a Pennsylvania corporation (“Parent”), and Foster Thomas Company, a West Virginia corporation and wholly owned subsidiary of Parent (“Acquisition Co.”).

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