Stock Purchase Agreement
This Stock Purchase Agreement ("Agreement") is made as of June 3, 1999, by L.B. Foster Company, a
Pennsylvania corporation ("Buyer") and Alaska Trust Company, acting solely in its capacity as trustee of the
CXT Employee Stock Ownership Trust, N.A. Bianco, D. Firth, J.M. McLaughlin, the J.M. McLaughlin
Individual Retirement Account, D.L. Millard, R.O. Skrypchuk, the R.O. Skrypchuk Individual Retirement
Account, R.D. Steiger, J.G. White and the J.G. White Individual Retirement Account (collectively the "Sellers").
Sellers desire to sell, and Buyer desires to purchase, all of the issued and outstanding shares (the "Shares") of
capital stock of CXT Incorporated, a Delaware corporation (the "Company"), for the consideration and on the
terms set forth in this Agreement.
The parties, intending to be legally bound, agree as follows:
For purposes of this Agreement, the following terms have the meanings specified or referred to in this Section 1:
"Adjustment Amount"--as defined in Section 2.5.
"Applicable Contract"--any Contract (a) under which the Company has or may acquire any rights, (b) under
which the Company has or may become subject to any obligation or liability, or (c) by which the Company or
any of the assets owned or used by it is or may become bound; in each case excluding Contracts fully performed
by all parties thereto prior to the date of this Agreement.
"Balance Sheet"--as defined in Section 3.4.
"Best Efforts"--the efforts that a prudent Person desirous of achieving a result would use in similar circumstances
to ensure that such result is achieved as expeditiously as possible; provided, however, that an obligation to use
Best Efforts under this Agreement does not require the Person subject to that obligation to take actions that
would result in a materially adverse change in the benefits to such Person of this Agreement and the
"Breach"--a "Breach" of a representation, warranty, covena