Exhibit (a) (5) (T)
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
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. ”).
A. The Company, Parent and Acquisition Co. have previously entered into an Agreement and Plan of
Merger, dated as of February 16, 2010 (the “ Merger Agreement ”), whereby it has been agreed that Acquisition
Co. will make a cash tender offer to acquire all of the Company’s outstanding shares of common stock, $1.00
par value per share, upon the terms and conditions set forth in the Merger Agreement and the offer documents
filed with the Securities and Exchange Commission by Parent and Acquisition Co.
B. Following the execution of the Merger Agreement, the parties received a request for additional information
from the Antitrust Division of the Department of Justice (“ DOJ ”) under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended, and entered into a First Amendment to the Merger Agreement dated as
of May 13, 2010 (the “ First Amendment ”) in order to enter into a Timing Agreement with the DOJ and to
extend the Drop Dead Date among other matters.
C. The parties have been unable to obtain federal antitrust clearance and believe that the DOJ will object to
the acquisition of the Company by Parent unless the acquisition is conditioned upon the divestiture of certain lines
of business whose products are manufactured in the Company’s Huntington, West Virginia plant.
D. In order to close the Offer and complete the Merger, Parent and Acquisition Co. are willing to agree with
DOJ to condition the acquisition of the Company on the divestiture of certain lines of business whose p