AGREEMENT AND PLAN OF MERGER by and among IOS HOLDINGS, INC., L. B. FOSTER COMPANY, L. B. FOSTER RAVEN MERGER COMPANY and IOS HOLDING COMPANY, LLC, solely in its capacity as the Representative March 13, 2015Agreement and Plan of Merger • March 16th, 2015 • Foster L B Co • Wholesale-metals service centers & offices • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 13, 2015, is made by and among IOS Holdings, Inc., a Delaware corporation (the “Company”), L. B. Foster Company, a Pennsylvania corporation (the “Parent”), L. B. Foster Raven Merger Company, a Delaware corporation and wholly owned subsidiary of the Parent (the “Merger Sub”), and IOS Holding Company, LLC, solely in its capacity as the representative for the Company’s shareholders (the “Representative”). The Parent, the Merger Sub and the Company, and, solely in its capacity as and solely to the extent applicable, the Representative, shall be referred to herein from time to time as a “Party” and collectively as the “Parties”. Capitalized terms used and not otherwise defined herein have the meanings set forth in Article XI below.
335,000,000 REVOLVING CREDIT FACILITY SECOND AMENDED AND RESTATED CREDIT AGREEMENT by and among L.B. FOSTER COMPANY, as a Borrower, THE OTHER BORROWERS PARTY HERETO, THE GUARANTORS PARTY HERETO, and THE LENDERS PARTY HERETO, and PNC BANK, NATIONAL...Credit Agreement • March 16th, 2015 • Foster L B Co • Wholesale-metals service centers & offices • Pennsylvania
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (as hereafter amended, the “Agreement”) is dated as of March 13, 2015 and is made by and among L.B. FOSTER COMPANY, a Pennsylvania corporation (the “Company”), CXT INCORPORATED, a Delaware corporation (“CXT”), SALIENT SYSTEMS, INC., an Ohio corporation (“Salient Systems”), L.B. FOSTER RAIL TECHNOLOGIES, INC., a West Virginia corporation formerly known as Portec Rail Products, Inc. (“Rail Technologies, Inc.”), L.B. FOSTER RAIL TECHNOLOGIES CANADA LTD., a corporation incorporated under the laws of Canada formerly known as Portec, Rail Products Ltd. (“Rail Technologies Canada”) and L.B. FOSTER RAIL TECHNOLOGIES, CORP., a corporation amalgamated under the laws of Canada formerly known as Kelsan Technologies Corp. (“Rail Technologies, Corp.” and together with the Company, CXT, Salient Systems, Rail Technologies, Inc. and Rail Technologies Canada, collectively referred to herein as the “Borrowers”), each of the other BORROWERS and each of the
