JOINT VENTURES
EXHIBITS
EXHIBIT 1.1(A)
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ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(B)
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BORROWER JOINDER
EXHIBIT 1.1(G)(1)
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GUARANTOR JOINDER
EXHIBIT 1.1(G)(2)
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GUARANTY AGREEMENT
EXHIBIT 1.1(I)
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INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(L)
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LENDER JOINDER
EXHIBIT 1.1(N)(1)
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REVOLVING CREDIT NOTE
EXHIBIT 1.1(N)(2)
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SWING LOAN NOTE
EXHIBIT 2.4.1
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LOAN REQUEST
EXHIBIT 2.4.2
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SWING LOAN REQUEST
EXHIBIT 8.2.6
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ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 8.3.3
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QUARTERLY COMPLIANCE CERTIFICATE
CREDIT AGREEMENT
THIS CREDIT AGREEMENT (as hereafter amended, the "Agreement") is dated as
of May 2, 2011 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"), PORTEC RAIL
PRODUCTS, INC., a West Virginia corporation ("Portec Rail"), PORTEC, RAIL
PRODUCTS LTD., a corporation incorporated under the laws of Canada ("Portec
Ltd.") and KELSAN TECHNOLOGIES CORP., a corporation amalgamated under the laws
of Canada ("Kelsan" and together with the Company, CXT, Salient Systems, Portec
Rail and Portec Ltd., collectively referred to here in as the "Borrowers"), each
of the other BORROWERS and each of the GUARANTORS (as hereinafter defined) from
time to time a party hereto, the LENDERS (as hereinafter defined) from time to
time a party hereto, PNC BANK, NATIONAL ASSOCIATION, in its capacity as
administrative agent for the Lenders under this Agreement (hereinafter referred
to in such capacity as the "Administrative Agent") and Bank of America, N.A., as
a Co-Syndication Agent, and Wells Fargo Bank, National Association, as a
Co-Syndication Agent.
The Borrowers have requested the Lenders to provide a revolving credit
facility to the Borrowers in an aggregate principal amount not to exceed
$125,000,000, with sublimits for (a) the issuance of Letters of Credit in
Dollars and in Optional Currencies in an amount not to exceed $20,000,000,
(b) borrowings of Swing Loans in Dollars in an amount not to exceed $15,000,000,
and (c) borrowings in Optional Currencies in an amount not to exceed
$15,000,000; and with an accordion feature not to exceed $50,000,000. In
consideration of their mutual covenants and agreements hereinafter set forth and
intending to be legally bound hereby, the parties hereto covenant and agree as
follows:
1. CERTAIN DEFINITIONS
1.1 Certain Definitions. In addition to words and terms defined elsewhere
in this Agreement, the following words and terms shall have the following
meanings, respectively, unless the context hereof clearly requires otherwise:
Acquisition Compliance Certificate shall have the meaning ascribed to
such term in Section 8.2.6(e) [Merger, Consolidation, and Acquisition of Assets]
hereof.
Administrative Agent shall mean PNC Bank, National Association, and
its successors and assigns.
Administrative Agent's Fee shall have the meaning specified in
Section 10.9 [Administrative Agent's Fee].
Administrative Agent's Letter shall have the meaning specified in
Section 10.9 [Administrative Agent's Fee].
Affiliate as to any Person shall mean any other Person (i) which
directly or indirectly controls, is controlled by, or is under common control
with such Person, (ii) which
beneficially owns or holds 20% or more of any class of the