10-Q

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    Form 10-Q
                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934


For Quarter Ended    June 30, 1999

Commission File Number    0-10436

                              L. B. Foster Company
             (Exact name of Registrant as specified in its charter)

                            Pennsylvania 25-13247733
          (State of Incorporation) (I.R.S. Employer Identification No.)

                415 Holiday Drive, Pittsburgh, Pennsylvania 15220
               (Address of principal executive offices) (Zip Code)

                                 (412) 928-3417
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.

                       Yes  X              No

Indicate the number of shares of each of the registrant's classes of common
stock as of the latest practicable date.

    Class                                 Outstanding at August 3, 1999

 Common Stock, Par Value $.01                   9,580,640 Shares





                      L.B. FOSTER COMPANY AND SUBSIDIARIES


                                      INDEX


PART I.  Financial Information                                    Page

    Item 1.    Financial Statements:

               Condensed Consolidated Balance Sheets                2

               Condensed Consolidated Statements of Income          3

               Condensed Consolidated Statements of Cash Flows      4

               Notes to Condensed Consolidated
               Financial Statements                                 5

    Item 2.    Management's Discussion and Analysis of
               Financial Condition and Results of Operations       11


PART II.  Other Information

    Item 1.    Legal Proceedings                                   18

    Item 4.    Results of Votes of Security Holders                18

    Item 6.    Exhibits and Reports on Form 8-K                    19

Signature                                                          21





                          PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                      L.B. FOSTER COMPANY AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In Thousands)

                                             June 30,      December 31,
                                               1999            1998
- --------------------------------------------------------------------------------
ASSETS                                      (unaudited)
Current Assets:
 Cash and cash equivalents                  $   1,160      $     874
- --------------------------------------------------------------------------------
Accounts and notes receivable:
 Trade                                         57,870         46,510
 Other                                          1,002            801
- --------------------------------------------------------------------------------
                                               58,872         47,311
- --------------------------------------------------------------------------------
Inventories                                    45,771         36,418
Current deferred tax assets                       115
Other current assets                            1,076            614
Property held for resale                        4,604
- --------------------------------------------------------------------------------
 Total Current Assets                         111,598         85,217
- --------------------------------------------------------------------------------
Property, Plant & Equipment - at cost          53,423         43,573
Less Accumulated Depreciation                 (29,366)       (23,128)
- --------------------------------------------------------------------------------
                                               24,057         20,445
- --------------------------------------------------------------------------------
Property Held for Resale                          615            615
Other Assets:
 Goodwill and intangibles                      17,560          5,666
 Investments                                    8,231          1,693
 Other assets                                   4,279          5,798
- --------------------------------------------------------------------------------
  Total Other Assets                           30,070         13,157
- --------------------------------------------------------------------------------
TOTAL ASSETS                                $ 166,340      $ 119,434
================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities:
 Current maturities of long-term debt       $     944      $   1,098
 Short-term borrowings                         18,165          2,275
 Accounts payable                              22,971         19,667
 Accrued payroll and employee benefits          3,630          4,498
 Current deferred tax liabilities                 562            334
 Other accrued liabilities                        528          2,454
- --------------------------------------------------------------------------------
  Total Current Liabilities                    46,800         30,326
- --------------------------------------------------------------------------------
Long-Term Borrowings                           40,000         10,000
Other Long-Term Debt                            3,623          3,829
Deferred Tax Liabilities                          678            678
Other Long-Term Liabilities                     1,403          1,107

Stockholders' Equity:
 Common stock                                     102            102
 Paid-in capital                               35,377         35,431
 Retained earnings                             41,700         40,002
 Treasury stock                                (3,364)        (2,046)
 Accumulated other comprehensive income            21              5
- --------------------------------------------------------------------------------
  Total Stockholders' Equity                   73,836         73,494
- --------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY  $ 166,340      $ 119,434
================================================================================
See Notes to Condensed Consolidated Financial Statements.

                      L. B. FOSTER COMPANY AND SUBSIDIARIES
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                    (In Thousands, Except Per Share Amounts)


                                  Three Months               Six Months
                                     Ended                     Ended
                                    June 30,                  June 30,
- --------------------------------------------------------------------------------
                               1999          1998        1999         1998
- --------------------------------------------------------------------------------
                                                (unaudited)

Net Sales                    $ 58,743     $ 58,876       $112,526     $108,217
- --------------------------------------------------------------------------------
Costs and Expenses:
 Cost of Goods Sold            50,154       49,953         97,093       92,200
 Selling and Administrative
   Expenses                     6,510        6,278         12,550       11,934
Interest Expense                  523          479            921        1,069
Other Income                     (297)      (1,070)          (657)      (1,403)
- --------------------------------------------------------------------------------
                               56,890       55,640        109,907      103,800
- --------------------------------------------------------------------------------
Income Before Income Taxes      1,853        3,236          2,619        4,417

Income Tax Expense                615        1,295            921        1,770

- --------------------------------------------------------------------------------
Net Income                   $  1,238     $  1,941       $  1,698     $  2,647
================================================================================
Basic Earnings Per Share     $   0.12     $   0.19       $   0.17     $   0.26
================================================================================
Diluted Earnings Per Share   $   0.12     $   0.19       $   0.17     $   0.26
================================================================================
Cash Dividend per Common
  Share                      $     -      $     -        $     -      $     -
================================================================================

See Notes to Condensed Consolidated Financial Statements.



                      L.B. Foster Company and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                                 (In Thousands)
                                                              Six Months
                                                             Ended June 30,
- --------------------------------------------------------------------------------
                                                          1999           1998
- --------------------------------------------------------------------------------
Cash Flows from Operating Activities:                         (unaudited)

 Net income                                            $ 1,698        $ 2,647
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
  Deferred income taxes                                                   369
  Depreciation and amortization                          1,473          1,534
  Loss (gain) on sale of property, plant & equipment        21         (1,218)
Change in operating assets and liabilities:
 Accounts receivable                                    (1,572)         2,767
 Inventories                                            (7,427)        (3,547)
 Property held for resale                                   (3)           205
 Other current assets                                     (303)            59
 Other non-current assets                                  175           (404)
 Accounts payable - trade                                 (891)         6,977
 Accrued payroll and employee benefits                  (1,565)           804
 Other current liabilities                              (1,926)           902
 Other liabilities                                         296           (108)
- --------------------------------------------------------------------------------
Net Cash (Used) Provided by Operating Activities       (10,024)        10,987
- --------------------------------------------------------------------------------
Cash Flows from Investing Activities:
 Proceeds from sale of property, plant and equipment         5            489
 Proceeds from sale of Fosterweld                                       7,258
 Capital expenditures on property, plant and equipment  (1,497)        (1,048)
 Purchase of DM&E stock                                 (6,000)
 Acquisition of CXT                                    (17,389)
- --------------------------------------------------------------------------------
Net Cash (Used) Provided by Investing Activities       (24,881)         6,699
- --------------------------------------------------------------------------------
Cash Flows from Financing Activities:
 Proceeds (repayments) from issuance of revolving
 credit agreement borrowings                            45,890        (18,691)
 CXT debt repayment                                     (8,845)
 Proceeds from Industrial Revenue Bond                                  2,045
 Exercise of stock options and stock awards                329            308
 Treasury stock acquisitions                            (1,702)          (694)
 Repayments of long-term debt                             (491)          (690)
- --------------------------------------------------------------------------------
Net Cash Provided (Used) by Financing Activities        35,181        (17,722)
- --------------------------------------------------------------------------------
Effect of exchange rate on cash                             10

Net Increase (Decrease) in Cash and Cash Equivalents       286            (36)
Cash and Cash Equivalents at Beginning of Period           874          1,156
- --------------------------------------------------------------------------------
Cash and Cash Equivalents at End of Period             $ 1,160        $ 1,120
================================================================================
Supplemental Disclosures of Cash Flow Information:
Interest Paid                                          $   948        $ 1,176
================================================================================
Income Taxes Paid                                      $ 1,767        $   815
================================================================================
During 1999, the Company financed the purchase of certain capital expenditures
and maint. agreements totaling $246,000 through the issuance of capital leases.
During the first half of 1998, no capital expenditures were financed through
capital leases.

See Notes to Condensed Consolidated Financial Statements.


                      L. B. FOSTER COMPANY AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1. FINANCIAL STATEMENTS
- -----------------------
The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all estimates and
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included; however, actual results could differ from
those estimates. The results of operations for these interim periods are not
necessarily indicative of the results that may be expected for the year ended
December 31, 1999. For further information, refer to the consolidated financial
statements and footnotes thereto included in the Company's annual report on Form
10-K for the year ended December 31, 1998.

2. ACCOUNTING PRINCIPLES
- ------------------------
Financial Accounting Standards Board Statement No. 133, "Accounting for
Derivative Instruments and Hedging Activities" was issued in June 1998. This
statement establishes accounting and reporting standards for derivative
financial instruments and hedging activities. This statement will be adopted by
the Company in 2001 and is not expected to have a material effect on the
consolidated financial statements.


3. ACCOUNTS RECEIVABLE
- ----------------------
Credit is extended on an evaluation of the customer's financial condition and,
generally, collateral is not required. Credit terms are consistent with industry
standards and practices. Trade accounts receivable at June 30, 1999 and December
31, 1998 have been reduced by an allowance for doubtful accounts of $(1,473,000)
and $(1,438,000), respectively. Bad debt expense was $42,000 and $104,000 for
the six month periods ended June 30, 1999 and 1998, respectively.


4. INVENTORIES
- --------------
Inventories of the Company at June 30, 1999 and December 31, 1998 are summarized
as follows in thousands:
                                      June 30,           December 31,
                                        1999                  1998
- --------------------------------------------------------------------------------
Finished goods                        $ 36,872              $ 26,877
Work-in-process                          6,459                 7,779
Raw materials                            5,244                 4,546
- --------------------------------------------------------------------------------
Total inventories at current costs:     48,575                39,202
(Less):
Current costs over LIFO
 stated values                          (2,204)               (2,184)
Reserve for decline in market value
 of inventories                           (600)                 (600)
- --------------------------------------------------------------------------------
                                      $ 45,771              $ 36,418
================================================================================


Inventories of the Company are generally valued at the lower of last-in,
first-out (LIFO) cost or market. Other inventories of the Company are valued at
average cost or market, whichever is lower. An actual valuation of inventory
under the LIFO method can be made only at the end of each year based on the
inventory levels and costs at that time. Accordingly, interim LIFO calculations
must necessarily be based on management's estimates of expected year-end levels
and costs.


5. PROPERTY HELD FOR RESALE
- ---------------------------
Property held for resale at June 30, 1999 and December 31, 1998 consists of the
following:


                                 June 30,              December 31,
(in thousands)                     1999                    1998
- ---------------------------------------------------------------------
Location:

  Monitor Group, Cheswick, PA    $ 1,773
  Newport, KY                      1,554
  Pomeroy, OH                        729
  Marrero, LA                        615                $   615
  St. Marys, WV                      548
- ---------------------------------------------------------------------
Property held for resale         $ 5,219                $   615
- ---------------------------------------------------------------------
Less current portion               4,604
- ---------------------------------------------------------------------
                                 $   615                $   615
- ---------------------------------------------------------------------
- ---------------------------------------------------------------------

The Company's mass spectrometer unit, the Monitor Group, is located in Cheswick,
Pennsylvania. Results to date have been well below management expectations.
After a comprehensive review of Monitor Group's progress, management has decided
to divest and reclassify the $1,800,000 of Monitor Group's intangible assets as
held for resale. Management believes that ultimately, the disposition of Monitor
Group will not materially affect the financial position or cash flows of the
Company, although the outcome could be material to the reported results of
operations for the period in which it occurs.

In September of 1998, the Company suspended production at its Newport, Kentucky
pipe coating facility due to unfavorable market conditions. Management intends
to dispose of the assets and has reclassified the machinery and equipment as
assets held for resale. Management anticipates that the proceeds from such a
sale will be at least $1,500,000, the net book value of such equipment.

The letter of intent which the Company signed in April, 1999 to sell its Mining
Division has expired. The Company continues to explore the divestiture of this
Division which is comprised principally of the Company's facilities and
inventory located at Pomeroy, Ohio and St. Marys, West Virginia.

The Marrero, Louisiana location was formerly used for yard storage. Assets of
the location consist of land no longer used in the Company's business. The land
is currently being leased to a third party.


6. BORROWINGS
- -------------
On June 30, 1999, the Company's $45,000,000 revolving credit agreement was
amended and increased to $70,000,000. The interest rate is, at the Company's
option, based on the prime rate, the domestic certificate of deposit rate (CD
rate) or the Euro-bank rate (LIBOR). The interest rates are established
quarterly based upon cash flow and the level of outstanding borrowings to debt
as defined in the agreement. Interest rates range from prime, to prime plus
 .25%, the CD rate plus .575% to 1.8% and the LIBOR rate plus .575% to 1.8%.
Borrowings under the agreement, which expires on July 1, 2003, are secured by
eligible accounts, inventory and the pledge of the Company held Dakota Minnesota
& Eastern Railroad Corporation Preferred stock.

The agreement includes financial covenants requiring a minimum net worth, a
minimum level for the fixed charge coverage ratio and a maximum level for the
consolidated total indebtedness to EBITDA ratio. The agreement restricts
investments, indebtedness and the sale of certain assets.


7. EARNINGS PER COMMON SHARE
- ----------------------------
The following table sets forth the computation of basic and diluted earnings per
common share:

                                      Three Months Ended      Six Months Ended
(in thousands,                              June 30,              June 30,
 except earnings per share)             1999      1998         1999     1998
- --------------------------------------------------------------------------------
Numerator:
  Numerator for basic and diluted
    earnings per common share -
    net income available to common
    stockholders                       $1,238     $1,941      $1,698    $2,647
                                       =======    =======     =======   ======
Denominator:
    Weighted average shares             9,710     10,014       9,748    10,015
                                       -------    -------     -------   ------
  Denominator for basic earnings
    per common share                    9,710     10,014       9,748    10,015

Effect of dilutive securities:
    Contingent issuable shares
      pursuant to the Company's
      1997 and 1998 Incentive
      Compensation Plans                   53         18          41        12
    Employee stock options                251        198         253       205
                                       -------    -------     -------   ------
  Dilutive potential common shares        304        216         294       217

  Denominator for diluted earnings
    per common share - adjusted
    weighted average shares and
    assumed conversions                10,014     10,230      10,042    10,232
                                       =======    =======     =======   ======

Basic earnings per common share         $0.12      $0.19       $0.17     $0.26
                                       =======     ======     =======   ======

Diluted earnings per common share       $0.12      $0.19       $0.17     $0.26
                                       =======     ======     =======   ======

8. COMMITMENTS AND CONTINGENT LIABILITIES
- -----------------------------------------
The Company is subject to laws and regulations relating to the protection of the
environment and the Company's efforts to comply with environmental regulations
may have an adverse effect on the Company's future earnings. In the opinion of
management, compliance with the present environmental protection laws will not
have a material adverse effect on the financial condition, competitive position,
or capital expenditures of the Company.


The Company is subject to legal proceedings and claims which arise in the
ordinary course of its business. In the opinion of management, the amounts of
ultimate liability with respect to these actions will not materially effect the
financial position of the Company.

At June 30, 1999, the Company had outstanding letters of credit of approximately
$2,635,000.


9. BUSINESS SEGMENTS
- --------------------
The Company is organized and evaluated by product group, which is the basis for
identifying reportable segments. The Company is engaged in the manufacture,
fabrication and distribution of rail, construction, tubular products and
portable mass spectrometers (Monitor Group). The following tables illustrates
revenues and profits/(losses) of the Company by segment:


                            Three Months Ended           Six Months Ended
                              June 30, 1999               June 30, 1999

                           Net        Segment            Net          Segment
(in thousands)            Sales    Profit/(Loss)        Sales      Profit/(Loss)
- --------------------------------------------------------------------------------
Rail products            $35,068        $944           $66,485          $1,155
Construction products     15,596         872            30,892             956
Tubular products           8,124         885            14,988           1,319
Monitor Group                           (467)                             (899)
- --------------------------------------------------------------------------------
  Total                  $58,788      $2,234          $112,365          $2,531
================================================================================




                           Three Months Ended             Six Months Ended
                              June 30, 1998                June 30, 1998

                            Net       Segment            Net          Segment
(in thousands)             Sales    Profit/(Loss)       Sales      Profit/(Loss)
- --------------------------------------------------------------------------------
Rail products            $29,364       $1,368          $56,836          $2,247
Construction products     13,143        1,050           25,110           1,547
Tubular products          16,228          995           25,951             777
Monitor Group                 26         (347)              26            (687)
================================================================================
  Total                  $58,761       $3,066         $107,923          $3,884
================================================================================


Segment profits, as shown above, include internal cost of capital charges for
assets used in the segment at a rate of, generally, 1% per month. The following
table provides a reconciliation of reportable net profit/(loss) to the Company's
consolidated total:

                                 Three Months Ended          Six Months Ended
                                      June 30,                   June 30,
(in thousands)                    1999       1998            1999       1998
- --------------------------------------------------------------------------------
Net Profit/(Loss)
- --------------------------------------------------------------------------------
Total for reportable segments       $2,234     $3,066      $2,531      $3,884
Other income                           297      1,070         657       1,403
Other unallocated amounts             (678)      (900)       (569)       (870)
================================================================================
  Income before income taxes        $1,853     $3,236      $2,619      $4,417
================================================================================

There has been no change in the measurement of segment profit/(loss) from
December 31, 1998. There has been no significant change in construction or
tubular segment assets from December 31, 1998. There has been a significant
increase in the Rail segment's assets due to the acquisition of CXT Incorporated
and increases in relay rail's inventory and transit products' accounts
receivable.


10. ACQUISITIONS
- ----------------
On June 30, 1999, the Company acquired all of the outstanding stock of CXT
Incorporated (CXT) for $17,389,000. The acquisition was accounted for as a
purchase and, accordingly, the operations of CXT are included in the
Consolidated Financial Statements from the date of acquisition.

The preliminary fair value of the assets acquired and liabilities assumed is as
follows (in thousands):



Current assets               $ 12,190
Property, plant & equipment     5,995
Goodwill                       12,202
Other assets                      967
Current liabilities           (10,885)
Debt                           (3,080)
- ---------------------------------------
Purchase price               $ 17,389
=======================================


The Company expects to finalize all purchase accounting adjustments within one
year of the acquisition. Any difference between the amounts reflected above and
the final amounts could result in an adjustment to goodwill. Goodwill is being
amortized over 15 years.



The unaudited pro forma combined historical results as if CXT had been acquired
at the beginning of 1999 and 1998, respectively, are estimated to be:


                                                 Six Months Ended June 30,
(Dollars in thousands, except per share data)         1999        1998
- ---------------------------------------------------------------------------
Net Sales                                         $ 132,191     $ 124,349
Net Income                                            1,921         2,397
Basic Earnings per common share:                  $    0.19     $    0.23



The pro forma results presented above are not necessarily indicative of what
actually would have occurred if the acquisition had been completed as of the
beginning of each of the periods presented, nor are they necessarily indicative
of future results.



           Management's Discussion and Analysis of Financial Condition
                            and Results of Operations


                           Three Months Ended           Six Months Ended
                                 June 30,                   June 30,
- --------------------------------------------------------------------------------
                           1999         1998           1999           1998
- --------------------------------------------------------------------------------
                                     (Dollars in thousands)
Net Sales:
  Rail Products          $ 35,068   $ 29,364         $  66,485       $  56,836
  Construction Products    15,596     13,143            30,892          25,110
  Tubular Products          8,124     16,228            14,988          25,951
  Monitor Group                           26                                26
  Other                       (45)       115               161             294
- --------------------------------------------------------------------------------
   Total Net Sales         58,743     58,876           112,526         108,217
================================================================================
Gross Profit:
  Rail Products             4,532      4,400             8,171           8,438
  Construction Products     3,351      2,935             5,944           5,442
  Tubular Products          1,427      2,140             2,451           3,022
  Monitor Group              (354)      (211)             (668)           (426)
 Other                       (367)      (341)             (465)           (459)
- --------------------------------------------------------------------------------
   Total Gross Profit       8,589      8,923            15,433          16,017
- --------------------------------------------------------------------------------
Expenses:
  Selling and Administrative
    Expenses                6,510      6,278            12,550          11,934
 Interest Expense             523        479               921           1,069
 Other (Income) Expense      (297)    (1,070)             (657)         (1,403)
- --------------------------------------------------------------------------------
   Total Expenses           6,736      5,687            12,814          11,600
- --------------------------------------------------------------------------------
Income Before Income Taxes  1,853      3,236             2,619           4,417
Income Tax Expense            615      1,295               921           1,770
- --------------------------------------------------------------------------------
Net Income               $  1,238   $  1,941         $   1,698       $   2,647
================================================================================

Gross Profit %:
 Rail Products                13%        15%              12%              15%
 Construction Products        21%        22%              19%              22%
 Tubular Products             18%        13%              16%              12%
 Monitor Group                N/A        N/A              N/A              N/A
 Other                        N/A        N/A              N/A              N/A
   Total Gross Profit %       15%        15%              14%              15%
================================================================================

Note:  Prior year segment  information  has been restated to be consistent  with
FASB  No.  131,  "Disclosures  about  Segments  of  an  Enterprise  and  Related
Information".


Second Quarter 1999 Results of Operations
- -----------------------------------------

Net income for the second quarter of 1999 was $1.2 million or $0.12 per share on
net sales of $58.7 million. This compares to a 1998 second quarter net income of
$1.9 million or $0.19 per share on net sales of $58.9 million. The 1998 income
included a nonrecurring gain of $1.7 million from the sale of the Fosterweld
Division and a $0.9 million write-down for a property held for sale.

Rail products' 1999 second quarter net sales were $35.1 million or an increase
of 19% over the same period last year. This increase was due primarily to
increased shipments of new rail and transit products, which more than offset the
decline in used rail which resulted from the deferral of rail change-out
projects by western railroads. Construction products' net sales increased 19%
from the year earlier quarter as a result of sales generated by the Foster
Geotechnical Division acquired in August of 1998. This increase exceeded the
decreases in the Company's sheet piling sales and rentals which continue to
suffer from lack of supply. Tubular products' sales decreased 50% from the same
quarter of 1998 due to the June 1998 sale of the Company's Fosterweld Division
and the closing of the Company's Newport pipe coating facility. Changes in net
sales are primarily the result of changes in volume rather than changes in
prices.

The gross margin percentage for the total Company was 15% in both the second
quarters of 1999 and 1998. Rail products' gross margin percentage in the second
quarter of 1999 was 13% versus 15% in the year earlier quarter. This decline is
the result of a change in the mix of rail products sold. The gross margin
percentage for construction products declined almost 1% in the second quarters
of 1999 compared to the 1998 second quarter. The depletion of rental piling
inventory is primarily the cause of this decline. Tubular products' gross margin
percentage in the second quarter of 1999 increased to 18% from 13% in the same
period last year, primarily due to more efficient operations at the Langfield,
Texas threading facility and the halting of production of lower margin coated
pipe at the Company's Newport facility.

The Monitor Group had costs and expenses totaling $0.4 million in the second
quarter of 1999 compared to $0.3 million in the second quarter of 1998. No
revenues were recorded in the second quarter of 1999 and 1998 second quarter
revenues were negligible. See Other Matters section of the MD&A for further
discussion of the Monitor Group.

Selling and administrative expenses increased 4% in the 1999 second quarter in
comparison to the same period last year principally due to expenses associated
with the operation of the Company's Geotechnical Division, acquired in August
1998. Interest expense increased 9% over the year earlier quarter due to an
increase in outstanding borrowings. Other income included approximately $0.3
million of accrued interest and dividends on the DM&E notes and stock. The
provision for income taxes was recorded at 33% in the second quarter of 1999,
due to the implementation of certain tax planning strategies, compared to 40% in
the 1998 second quarter.


First Six Months of 1999 Results of Operations
- ----------------------------------------------

Net income for the first six months of 1999 was $1.7 million or $0.17 per share
on net sales of $112.5 million. This compares to a net income of $2.6 million or
$0.26 per share on net sales of $108.2 million for the same period last year.


Rail products' net sales in the first half of 1999 were $66.5 million or 17%
higher than sales in the first half of 1998. This increase is attributable to
higher volume sales of new rail. Construction products' year to date net sales
increased 23% from the first six months of 1998 as a result of sales generated
by the Foster Geotechnical Division acquired in August of 1998. Net sales of
tubular products declined 42% in the first half of 1999 compared to the first
half of 1998 due primarily to the sale of the Company's Fosterweld Division and
the closing of the Newport pipe coating facility.

The gross margin percentage for the Company in the first six months of 1999 was
14% compared to 15% in the prior year. Rail products' gross margin percentage
declined to 12% from 15% primarily due to a change in the mix of rail products
sold. During the first half of 1999, the gross margin percentage for
Construction products declined to 19% from 22%. The depletion of rental piling
inventory was the primary reason for this decline. Tubular products' gross
margin percentage improved to 16% from 12% as a result of more efficient
operations at the Langfield threading facility and the closing of the Newport
pipe coating facility.

Selling and administrative expenses for the first half of 1999 increased 5% from
the first half of 1998, primarily due to the operating expenses associated with
the Company's Geotechnical Division, acquired in August 1998. Interest expense
declined 14% due to the paydown of the Company's revolving credit borrowings
with funds received from the sale of its Fosterweld facility. The provision for
income taxes is recorded at 35% for the first half of 1999, due to the
implementation of certain tax planning strategies, versus 40% in the same period
last year.


Liquidity and Capital Resources
- -------------------------------

The Company generates internal cash flow from the sale of inventory and the
collection of accounts receivable. During the first six months of 1999 the
average turnover rate for accounts receivable was lower than during the same
period last year due to slower collections on certain rail and construction
products' sales. The average turnover rate for inventory was higher in 1999 than
in 1998, primarily in coated pipe and new rail products. Working capital at June
30, 1999 was $64.8 million compared to $54.9 million at December 31, 1998.

Year to date, the Company had total non-acquisition capital expenditures of $1.4
million. In addition, the Company completed the 500,000 share buy-back of its'
common stock in January 1999. The cost of this program which commenced in 1997,
was $2.8 million. During the first quarter of 1999, the Company announced
another program to purchase up to an additional 1,000,000 shares. As of June 30,
1999, 225,298 shares had been purchased under this program at a cost of $1.3
million. Capital expenditures in 1999, excluding acquisitions, are expected to
be approximately $5.5 million. This includes the planned creation of a $2.8
million piling storage yard near the Chaparral plant in Richmond, Virginia and
the $1.0 million purchase of a welded rail delivery train. The acquisition of
CXT Incorporated resulted in a $17.4 million purchase of stock and the
assumption of $8.2 million of bank debt. Capital expenditures in 1999, excluding
acquisitions, are anticipated to be funded by cash flows from operations.

Total revolving credit agreement borrowings at June 30, 1999 were $58.2 million,
or an increase of $45.9 million from the end of the prior year. At June 30, 1999
the Company had $9.2 million in unused borrowing commitment. Outstanding letters
of credit at June 30, 1999 were $2.6 million. Management believes its internal


and external sources of funds are adequate to meet anticipated needs.

In connection with the previously announced acquisition of CXT Incorporated and
the plant investment and working capital associated with the Chaparral piling
sales buildup, the Company increased its revolving credit agreement to $70.0
million. The interest rate is, at the Company's option, based on the prime rate,
the domestic certificate of deposit rate (CD rate) or the Euro-bank rate
(LIBOR). The interest rates are established quarterly based upon cash flow and
the level of outstanding borrowings to debt as defined in the agreement.
Interest rates range from prime, to prime plus .25%, the CD rate plus .575% to
1.8% and the LIBOR rate plus .575% to 1.8%. Borrowings under the agreement,
which expires on July 1, 2003, are secured by eligible accounts, inventory and
the pledge of the Company held Dakota Minnesota & Eastern Railroad Corporation
Preferred stock.

The agreement includes financial covenants requiring a minimum net worth, a
minimum level for the fixed charge coverage ratio and a maximum level for the
consolidated total indebtedness to EBITDA ratio. The agreement restricts
investments, indebtedness and the sale of certain assets.


Dakota, Minnesota & Eastern Railroad
- ------------------------------------

The Company maintains a significant investment in the Dakota, Minnesota &
Eastern Railroad Corporation (DM&E), a privately held, regional railroad which
operates over 1,100 miles of track in five states.

At December 31, 1998, the Company's investment in the stock was recorded in the
Company's accounts at its historical cost of $1.7 million, comprised of $0.2
million of common stock and $1.5 million of the DM&E's Series B Preferred Stock
and warrants. On January 13, 1999, the Company increased its investment in the
DM&E by acquiring $6.0 million of DM&E Series C Preferred Stock and warrants. On
a fully diluted basis, the Company owns approximately 16% of the DM&E's common
stock. Although the market value of the DM&E stock is not readily determinable,
management believes that this investment, regardless of the DM&E's Powder River
Basin project, is worth significantly more than its historical cost.

The DM&E announced in June 1997 that it plans to build an extension from the
DM&E's existing line into the low sulfur coal market of the Powder River Basin
in Wyoming and to rebuild approximately 600 miles of existing track (the
"Project"). The DM&E has also announced that the estimated cost of this project
is $1.4 billion. Morgan Stanley & Co., Inc., has been retained by the DM&E to
assist in identifying strategic partners or potential acquirers of all or a
portion of the equity of the DM&E.

The Project is subject to approval by the Surface Transportation Board (STB). In
December  1998,  the  STB  made a  finding  that  the  DM&E  had  satisfied  the
transportation aspects of applicable regulations. The STB still must address the
extent and nature of the project's  environmental impact and whether such impact
can be  adequately  mitigated.  New  construction  on this project may not begin
until the STB reaches a final decision.

The DM&E has stated that it could repay project debt and cover its operating
costs if it captures a 5% market share in the Powder River Basin. If the Project
proves to be viable, management believes that the value of the Company's
investment in the DM&E could increase dramatically.


Other Matters
- -------------

In May 1998, the Company acquired the assets of the Monitor Group for $2.5
million, of which $2.2 million was allocated to intangible assets. In addition,
the Company has cumulatively funded operating and development expenses totaling
$2.7 million at June 30, 1999, including $0.5 million for amortization of
intangibles. Results to date have been well below management expectations. After
a comprehensive review of Monitor Group's progress, management has decided to
divest and reclassify the $1.8 million of Monitor Group's assets as held for
resale. Management believes that ultimately, the disposition of Monitor Group
will not materially affect the financial position or cash flows of the Company,
although the outcome could be material to the reported results of operations for
the period in which it occurs.

In September of 1998, the Company suspended production at its Newport, Kentucky
pipe coating facility due to unfavorable market conditions. Management intends
to dispose of the assets and has reclassified the machinery and equipment as
assets held for resale. Management anticipates that the proceeds from such a
sale will be at least $1.5 million, the net book value of such equipment.

The letter of intent which the Company signed in April, 1999 to sell its Mining
Division has expired. The Company continues to explore the divestiture of this
Division which is comprised principally of the Company's facilities and
inventory located at Pomeroy, Ohio and St. Marys, West Virginia.

On June 30, 1999, the Company acquired CXT Incorporated (CXT). Based in Spokane,
Washington, CXT is a manufacturer of engineered prestressed and precast concrete
products primarily used in the railroad and transit industries. The addition of
CXT is viewed by management as an opportunity to vertically integrate the
Company's transit products segment and to increase the Company's product
offerings to Class I railroads.

In August 1999,  the Company  executed an agreement to sell,  subject to certain
contingencies,  an  undeveloped  62 acre  portion of a 127 acre  Houston,  Texas
property for approximately $2.0 million.  The sale, if consummated,  is expected
to be completed by year end and will not have a material impact on the Company's
earnings.

Management continues to evaluate the overall performance of certain operations.
A decision to terminate an existing operation could have a material adverse
effect on near-term earnings but would not be expected to have a material
adverse effect on the financial condition of the Company.


Year 2000 Impact on Computer Systems
- ------------------------------------

Because many existing computer programs have been programmed to use a two digit
number to represent the year (e.g., "98" for "1998"), the Company has analyzed
its computer software systems to ensure that they are capable of correctly
identifying the year "2000" and beyond in all computer transactions. The Company
understands the seriousness of this issue and its Board of Directors has
requested an update of the Company's year 2000 compliance at each Board Meeting.

The Company installed integrated accounting and distribution software licensed
from a national vendor in 1992 and has periodically installed updated releases
of the software to take advantage of technological advances and improvements
over prior releases in the ordinary course of business. The current releases of


this vendor's software are year 2000 compliant. The Company installed the year
2000 compliant release including modifications unrelated to the year 2000 issue
to suit the Company's business in May 1998. The Company completed the testing of
these modifications and placed these systems in production in January 1999.
Management does not anticipate any adverse impact in becoming year 2000
compliant. The costs associated with the installation of the year 2000 compliant
release are considered by Management to be in the ordinary course of business
and are not material to its financial results.

In addition, the Company has conducted a review of its production equipment and
has determined that it is year 2000 compliant. The Company has also surveyed key
vendors and suppliers to determine the extent of their year 2000 compliance
readiness and planned action to become year 2000 compliant.

The Company has minimal direct or indirect computer data transfers with outside
customers, vendors, and suppliers other than major banks, whose year 2000
compliance efforts are well underway. Based on this fact as well as internal
assessments, and formal and informal communications with customers, vendors, and
suppliers, the Company presently believes that the year 2000 compliance issue
should not have an adverse impact on the Company's financial position, results
of operations or cash flow. A failure of third party vendors or suppliers to be
year 2000 compliant could affect these beliefs and is not quantifiable.

The most reasonably likely worse case scenario of failure by the Company or its
suppliers or customers to resolve year 2000 problems would be a temporary
inability on the part of the Company to timely process orders and to deliver
finished products to customers. Delays in meeting customers' orders would affect
the timing of billings to and payments received from customers in respect of
orders and could result in other liabilities. Customers' year 2000 problems
could also delay the timing of payments to the Company for orders.


Outlook
- -------

Since March 1997, the Company had not had a domestic sheet piling supplier.
Revenues from piling products declined and continue to be at reduced levels as
the Company's remaining piling inventory is liquidated. The Company, however,
has become Chaparral Steel's exclusive North American distributor of steel sheet
piling and "H" bearing pile. Chaparral's new Richmond, Virginia facility
recently commenced operations and expects to make H-bearing pile available in
the third quarter of 1999, and steel sheet piling ready for sale in the fourth
quarter of 1999.

The rail segment of the business depends on one source for fulfilling certain
trackwork contracts. As of June 30, the Company has provided $9.7 million of
working capital to this supplier in the form of loans and progress payments. If,
for any reason, this supplier is unable to perform, the Company could experience
a short-term negative effect on earnings.

A substantial portion of the Company's operations is heavily dependent on
governmental funding of infrastructure projects. Significant changes in the
level of government funding of these projects could have a favorable or
unfavorable impact on the operating results of the Company. Additionally,
governmental actions concerning taxation, tariffs, the environment or other
matters could impact the operating results of the Company. The Company's
operating results may also be affected by adverse weather conditions.


Although backlog is not necessarily indicative of future operating results,
total Company backlog at June 30, 1999, excluding the recently acquired CXT
backlog, was approximately $105.5 million. The following table provides the
backlog by business segment:


                                                   Backlog
- ------------------------------------------------------------------------------
                                     June 30,                    December 31,
                                 1999       1998                     1998
- ------------------------------------------------------------------------------
                                              (Dollars in thousands)
Rail Products                  $ 63,293   $ 51,155                 $ 62,481
Construction Products            39,548     25,115                   42,542
Tubular Products
  excluding Fosterweld            2,620      7,776                    3,541
Fosterweld                                      58
Monitor Group                                   34
- ------------------------------------------------------------------------------
                Total          $105,461   $ 84,138                 $108,564
==============================================================================


Market Risk and Risk Management Policies
- ----------------------------------------

The Company is not subject to significant exposure to change in foreign currency
exchange rates. The Company does not hedge the cash flows of operations of its
Canadian subsidiary. The Company manages its exposures to changes in foreign
currency exchange rates on firm sales commitments by entering into foreign
currency forward contracts. The Company's risk management objective is to reduce
its exposure to the effects of changes in exchange rates on sales revenue over
the duration of the transaction.

As of June 30, 1999, the Company had outstanding foreign currency forward
contracts to purchase $0.3 million Canadian for $0.2 million US.

The Company is also exposed to changes in interest rates primarily from its
long-term debt arrangements. The Company uses interest rate derivative
instruments to manage exposure to interest rate changes.

The Company has entered into an interest rate swap agreement as the fixed rate
payor to reduce the impact of changes in interest rates on a portion of its
revolving borrowings. At June 30, 1999 the swap agreement had a notional value
of $8,000,000 at 5.48%, and expires in January 2001. The swap agreement's
floating rate is based on LIBOR. Any amounts paid or received under the
agreement are recognized as adjustments to interest expense. Neither the fair
market value of the agreement nor the interest expense adjustments associated
with the agreement has been material.


Forward-Looking Statements
- --------------------------

Statements relating to the potential value or viability of the DM&E or the
Project, or management's belief as to such matters, are forward-looking
statements and are subject to numerous contingencies and risk factors. The
Company has based its assessment on information provided by the DM&E and has not
independently verified such information. In addition to matters mentioned above,
factors which can adversely affect the value of the DM&E, its ability to
complete the Project or the viability of the Project include the following:
labor disputes, any inability to obtain necessary environmental and government


approvals for the Project in a timely fashion, the expense of environmental
mitigation measures required by the Surface Transportation Board, an inability
to obtain financing for the Project, competitor's response to the Project,
market demand for coal or electricity and changes in environmental laws and
regulations.

The Company wishes to caution readers that various factors could cause the
actual results of the Company to differ materially from those indicated by
forward-looking statements made from time to time in news releases, reports,
proxy statements, registration statements and other written communications
(including the preceding sections of this Management's Discussion and Analysis),
as well as oral statements made from time to time by representatives of the
Company. Except for historical information, matters discussed in such oral and
written communications are forward-looking statements that involve risks and
uncertainties, including but not limited to general business conditions, the
availability of material from major suppliers, the impact of competition, the
seasonality of the Company's business, taxes, inflation and governmental
regulations.


                            PART II OTHER INFORMATION
                            -------------------------

Item 1. LEGAL PROCEEDINGS

See Note 8, "Commitments and Contingent Liabilities", to the Condensed
Consolidated Financial Statements.

Item 4. RESULTS OF VOTES OF SECURITY HOLDERS

At the Company's annual meeting on May 20, 1999, the following individuals were
elected to the Board of Directors:

                             For                       Withheld
      Name                   Election                  Authority
      ----                   --------                  ---------
      L. B. Foster II        9,266,273                 156,861
      Henry J. Massman IV    9,267,073                 156,061
      John W. Puth           9,266,973                 156,161
      William H. Rackoff     9,267,073                 156,061
      Richard L. Shaw        9,267,073                 156,061

The stockholders also voted to approve the 1998 Long-Term Incentive Plan:

                             Against
      For Approval           Approval                  Abstained
      ------------           --------                  ---------
      7,428,195              1,665,449                 329,490


Additionally, the shareholders voted to approve Ernst & Young, LLP as the
Company's independent auditors for the fiscal year ended December 31, 1999. The
following table sets forth the results of the vote for independent auditors:

                             Against
      For Approval           Approval                  Abstained
      ------------           --------                  ---------
      9,279,568              26,021                     42,276


Item 6. EXHIBITS AND REPORTS ON FORM 8-K

  a) EXHIBITS
     Unless marked by an asterisk, all exhibits are incorporated by reference:

     3.1      Restated Certificate of Incorporation as amended to date, filed as
              Appendix B to the Company's April 17, 1998 Proxy Statement.

     3.2      Bylaws of the Registrant, as amended to date, filed as Exhibit 3B
              to Form 8-K on May 21, 1997.

     4.0      Rights Agreement, dated as of May 15, 1997, between L.B. Foster
              Company and American Stock Transfer & Trust Company, including the
              form of Rights Certificate and the Summary of Rights attached
              thereto, filed as Exhibit 4A to Form 8-A dated May 23, 1997.

     4.0.1    Amended Rights Agreement dated as of May 14, 1998, between L. B.
              Foster Company and American Stock Transfer & Trust Company, filed
              as Exhibit 4.0.1 to Form 10-Q for the quarter ended June 30, 1998.

  *  4.1      Third Amended and Restated Loan Agreement by and among the
              Registrant and Mellon Bank, N.A., PNC Bank, National Association,
              and First Union National Bank dated as of June 30, 1999.

    10.15     Lease between the Registrant and Amax, Inc. for manufacturing
              facility at Parkersburg, West Virginia, dated as of October 19,
              1978, filed as Exhibit 10.15 to Registration Statement No.
              2-72051.

    10.16     Lease between Registrant and Greentree Building Associates for
              Headquarters office, dated as of June 9, 1986, as amended to date,
              filed as Exhibit 10.16 to Form 10-K for the year ended December
              31, 1988.

    10.16.1   Amendment dated June 19, 1990 to lease between Registrant and
              Greentree Building Associates, filed as Exhibit 10.16.1 to Form
              10-Q for the quarter ended June 30, 1990.

    10.16.2   Amendment dated May 29, 1997 to lease between Registrant and
              Greentree Building Associates, filed as Exhibit 10.16.2 to Form
              10-Q for the quarter ended June 30, 1997.

    10.19     Lease between the Registrant and American Cast Iron Pipe Company
              for Pipe-Coating facility in Birmingham, Alabama dated December
              11, 1991, filed as Exhibit 10.19 to Form 10-K for the year ended
              December 31, 1991.

    10.19.1   Amendment to Lease between the Registrant and American Cast Iron
              Pipe Company for Pipe-Coating facility in Birmingham, Alabama
              dated April 15, 1997, filed as Exhibit 10.19.1 to Form 10-Q for
              the quarter ended March 31, 1997.

    10.20     Asset Purchase Agreement, dated June 5, 1998, by and among the
              Registrant and Northwest Pipe Company, filed as Exhibit 10.0 to



              Form 8-K on June 18, 1998.

    10.21     Stock Purchase Agreement dated June 3, 1999, by and among the
              Registrant and the shareholders of CXT Incorporated, filed as
              Exhibit 10.0 to Form 8-K on July 14, 1999.

    10.33.2   Amended and Restated 1985 Long-Term Incentive Plan, as amended and
              restated February 26, 1997, filed as Exhibit 10.33.2 to Form 10-Q
              for the quarter ended June 30, 1997. **

    10.34     Amended and Restated 1998 Long-Term Incentive Plan for Officers
              and Directors, as amended and restated February 24, 1999 and filed
              as Exhibit 10.34 to Form 10-K for the year ended December 31,
              1998. **

    10.45     Medical Reimbursement Plan, filed as Exhibit 10.45 to Form 10-K
              for the year ended December 31, 1992. **

    10.46     Leased Vehicle Plan, as amended to date, filed as Exhibit 10.46
              to Form 10-K for the year ended December 31, 1997. **

    10.49     Lease agreement between Newport Steel Corporation and Registrant
              dated as of October 12, 1994 and filed as Exhibit 10.49 to Form
              10-Q for the quarter ended September 30, 1994.

    10.49.1   Amendment to lease between Registrant and Newport Steel
              Corporation dated March 13, 1998 and filed as Exhibit 10.49.1 to
              Form 10-K for the year ended December 31, 1997.

    10.50     L.B. Foster Company 1999 Incentive Compensation Plan, filed as
              Exhibit 10.50 to Form 10-K for the year ended December 31, 1998.
              **

    10.51     Supplemental Executive Retirement Plan, filed as Exhibit 10.51 to
              Form 10-K for the year ended December 31, 1994. **

    19        Exhibits marked with an asterisk are filed herewith.

  * 27        Financial Data Schedule

    **        Identifies management contract or compensatory plan or
              arrangement required to be filed as an Exhibit.



  b)  Reports on Form 8-K

      On July 14, 1999 the Registrant filed a Current Report on Form 8-K
announcing the June 30, 1999 purchase of all outstanding stock of CXT
Incorporated.




                                    SIGNATURE


Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.





                                                L.B. FOSTER COMPANY
                                                    (Registrant)


Date: August 13, 1999                          By /s/ Roger F. Nejes
     ----------------                          ---------------------
                                                  Roger F. Nejes
                                                  Sr. Vice President-
                                                  Finance and Administration
                                                  & Chief Financial Officer
                                                  (Principal Financial Officer
                                                  and Duly Authorized Officer
                                                  of Registrant)

EX-4

                    THIRD AMENDED AND RESTATED LOAN AGREEMENT

                                  by and among

                     L. B. FOSTER COMPANY AND NATMAYA, INC.,

                               as the "Borrowers,"

                                       and

                               MELLON BANK, N.A.,

                         PNC BANK, NATIONAL ASSOCIATION

                                       and

                            FIRST UNION NATIONAL BANK

                                 as the "Banks,"

                                       and

                               MELLON BANK, N.A.,
                     as Administration Agent for the Banks,

                         PNC BANK, NATIONAL ASSOCIATION,
                       as Syndication Agent for the Banks,

                                       and

                            FIRST UNION NATIONAL BANK
                      as Documentation Agent for the Banks

                            Dated as of June 30, 1999








                                                                  -1-



                                TABLE OF CONTENTS
Page
ARTICLE I.  CERTAIN DEFINITIONS; ACCOUNTING PRINCIPLES .......................2
      Section 1.01.             Definitions...................................2
      Section 1.02.             Accounting Principles........................19


ARTICLE II.  THE CREDITS        .............................................20
      Section 2.01.             Commitments..................................20
      Section 2.02.             Letters of Credit............................22
                                (a)  Documentary Letters of Credit...........22
                                (b)  Standby Letters of Credit...............23
                                (c)  Letter of Credit Fees...................23
                                (d)  Payments With Respect to Letters of
                                          Credit.............................24
                                (e)  Pro Rata Treatment of Payments..........25
                                (f)  Participating Interests in Letters
                                          of Credit..........................25
                                (g)  Additional Understandings Regarding
                                          Letters of Credit..................26
                                (h)  Foreign Currency Letters of Credit......28
      Section 2.03.             Making of Revolving Credit Loans.............29
      Section 2.04.             Notes........................................30
      Section 2.05.             Interest Rates...............................30
                                (a)  Interest Rate Options...................30
                                (b)  Funding Periods.........................33
                                (c)  Transactional Amounts...................34
                                (d)  CD Rate or Euro-Rate
                                          Unascertainable; Impracticability..34
                                (e)  Conversion or Renewal...................36
                                (f)  Failure to Convert or Renew.............37
                                (g)  Effect of Funding Periods on Loan
                                          Maturities.........................37
                                (h)  Changes in Interest Rates;
                                          Consolidated Total Indebtedness
                                     to EBITDA Ratio.........................37
      Section 2.06.             Prepayment of Loans..........................38
      Section 2.07.             Payments.....................................38
                                (a)  Interest Payment Dates..................38
                                (b)  Principal Payment Dates.................39
                                (c)  Place, Time and Amounts.................39
      Section 2.08.             Additional Compensation in Certain
                                Circumstances................................39
                                (a)  Compensation for Taxes, Reserves
                                          and Expenses on Outstanding Loans..39
                                (b)    Indemnity.............................40
      Section 2.09.             Funding By Branch, Subsidiary or
                                Affiliate....................................41
                                (a)  Notional Funding........................41
                                (b)  Actual Funding..........................42
      Section 2.10.             Fees; Termination or Reduction of
                                Commitments..................................42
                                (a)  Fees....................................42
                                (b)  Reduction/Termination of Commitments....43
      Section 2.11              Extension of Expiration Date.................44
                                (a)  Request for Extension...................44
                                (b)  Extension...............................44
                                (c)  Additional Extension....................44

ARTICLE III.  REPRESENTATIONS AND WARRANTIES.................................44
      Section 3.01.                 Organization and Qualification...........45
      Section 3.02.                 Power and Authority......................45
      Section 3.03.                 Financial Statements.....................45
      Section 3.04.                 Litigation or Proceedings; Commitments
                                    and Contingencies........................45
      Section 3.05.                 Material Adverse Change..................46
      Section 3.06.                 Title to Properties......................46
      Section 3.07.                 No Conflict with Other Documents;
                                    Authorizations and Approvals.............46
      Section 3.08.                 Tax Returns..............................47
      Section 3.09.                 Validity and Binding Effect..............47
      Section 3.10.                 Regulations G, U, T and X; Investment
                                    Company Status...........................48
      Section 3.11.                 ERISA Compliance.........................48
      Section 3.12.                 Defaults.................................49
      Section 3.13.                 Compliance with Laws.....................49
      Section 3.14.                 Disclosure...............................49
      Section 3.15.                 Continuing Effect........................49
      Section 3.16.                 Year 2000................................50
      Section 3.17                  Projections..............................50


ARTICLE IV.  CONDITIONS OF LENDING  .........................................50
      Section 4.01.                 First Revolving Credit Loans.............50
      Section 4.02.                 Subsequent Revolving Credit Loans; Letters
                                    of Credit................................52
                                    (a)  Effect of Borrowing Request or
                                              Application....................52
                                    (b)  Legal Details.......................53


ARTICLE V.  COVENANTS               .........................................53
      Section 5.01.                 Affirmative Covenants Other Than
                                    Reporting Requirements...................53
                                    (a)  Preservation of Corporate
                                              Existence, etc.................53
                                    (b)    Payment of Taxes, etc.............53
                                    (c)  Compliance with Laws................54
                                    (d)  Maintenance of Insurance............54
                                    (e)  Maintenance of Properties, etc......54
                                    (f)  Financial Accounting Practices......54
                                    (g)  Visitation Rights...................55
                                    (h)  Maintenance of Minimum Consolidated
                                              Fixed Charge Coverage Ratio....55
                                    (i)  Maintenance of Minimum Consolidated
                                              Tangible Net Worth.............55
                                    (j)  Maintenance of Maximum Consolidated
                                           Total Indebtedness to EBITDA
                                           Ratio.............................55
                                    (k)  ERISA Covenants.....................55
                                    (l)  Satisfaction of Judgments...........56
                                    (m)  Maintenance of Minimum Eligible
                                              Accounts.......................56
                                    (n)    Environmental Covenant............56
                                    (o)  Guarantors..........................56
      Section 5.02.                 Negative Covenants.......................57
                                    (a)    Indebtedness......................57
                                    (b)    Negative Pledge; Liens............59
                                    (c)  Contingent Liabilities..............61
                                    (d)    Mergers, Etc......................61
                                    (e)    Sales of Assets, Etc..............62
                                    (f)  Investments.........................63
                                    (g)    Transactions with Controlling
                                              Persons........................66
                                    (h)    Debt Retirement, Purchases and
                                              Redemptions....................66
                                    (i)    Operating Leases..................67
                                    (j)    Change of Control.................67
      Section 5.03.                 Reporting Requirements...................67
                                    (a)    Financial Statements..............67
                                    (b)  Accounts Receivable-Inventory
                                              Reports; Officer's Certificates68
                                    (c)    Proxy/Registration Statements.....68
                                    (d)    ERISA Notifications...............69
                                    (e)    Notices of Default................69
                                    (f)    Notices of Material Litigation....69
                                    (g)    Notices of Adverse Judgments......70
                                    (h)    Material Adverse Changes..........70
                                    (i)    Copies of Reports, Filings, etc...70
                                    (j)    Returns, etc......................70
                                    (k)    Other Information.................70
      Section 5.04                  Designated Subsidiaries..................71
      Section 5.05                  Year 2000 Compliance.....................71


ARTICLE VI.  DEFAULT                .........................................72
      Section  6.01.                Events of Default........................72
      Section  6.02.                Consequences of Event of Default.........73
      Section 6.03.                 Rights of Set-Off........................74


 ARTICLE VII.  THE AGENT            .........................................74
      Section  7.01.                Appointment..............................74
      Section 7.02.                 Delegation of Duties.....................75
      Section 7.03.                 Nature of Duties; Independent Credit
                                    Investigation............................75
      Section 7.04.                 Actions in Discretion of Agent;
                                    Instructions from the Banks..............75
      Section 7.05.                 Exculpatory Provisions...................76
      Section 7.06.                 Reimbursement and Indemnification........76
      Section 7.07.                 Reliance by Agent........................77
      Section 7.08.                 Agent in its Individual Capacity.........77
      Section 7.09.                 Holders of Notes.........................77
      Section 7.10.                 Equalization of Banks....................77
      Section 7.11.                 Successor Agent..........................78
      Section 7.12                  Syndication Agent and Documentation Agent78


ARTICLE VIII.  MISCELLANEOUS        .........................................78
      Section 8.01.                 Modifications, Amendments or Waivers.....78
      Section 8.02.                 No Implied Waivers; Cumulative Remedies;
                                    Writing Required.........................79
      Section 8.03.                 Reimbursement of Expenses; Taxes.........80
      Section 8.04.                 Indemnity................................80
      Section 8.05.                 Holidays.................................81
      Section 8.06.                 Notices..................................81
      Section 8.07.                 Survival.................................82
      Section 8.08.                 Governing Law............................82
      Section 8.09.                 Successors and Assigns...................82
      Section 8.10.                 Severability.............................84
      Section 8.11.                 Nature of Liabilities....................85
      Section 8.12.                 Marshalling; Payments Set Aside..........85
      Section 8.13.                 Prior Understandings.....................85
      Section 8.14.                 Counterparts.............................85
      Section 8.15.                 Section Headings.........................85
      Section 8.16.                 Waiver of Right to Trial by Jury.........85







                             EXHIBITS AND SCHEDULES

Exhibit A Form of Revolving Credit Note Exhibit B Form of Letter of Credit
Agreement Exhibit C-1 Form of Application For Documentary Letter of Credit
Exhibit C-2 Form of Application For Standby Letter of Credit Exhibit D Form of
Letter of Credit Summary Exhibit E Form of Agreement Regarding Bailments Exhibit
F Form of Accounts Receivable - Inventory Report







                                                                  -1-



Exhibit G                  Form of Subsidiary Guaranty and Suretyship Agreement
Exhibit H                  Form of Guarantor Security Agreement
Exhibit I                  Form of Collateral Acknowledgement from Pledged
                           Stock Collateral Agent
Exhibit J                  Form of Pledge Agreement
Exhibit K                  Form of Landlord Waiver Agreement








                                                                  -1-



Schedule 3.04              Litigation
Schedule 3.11              ERISA Plans
Schedule 3.13              Compliance with Laws
Schedule 5.02(b)           Existing Indebtedness
Schedule 5.02(d)           Existing Guarantees
Schedule 5.02(e)(x)        Scheduled Assets
Schedule 5.04              Designated Subsidiaries










                                                                  -1-













                                                                  -1-



                    THIRD AMENDED AND RESTATED LOAN AGREEMENT







                                                                  -1-




                  THIS THIRD AMENDED AND RESTATED LOAN AGREEMENT (this
"Agreement") made as of this 30th day of June, 1999, by and among L. B. FOSTER
COMPANY, a Pennsylvania corporation ("Foster") and NATMAYA, INC. ("Natmaya", and
jointly and severally with Foster, the "Borrowers") and MELLON BANK, N.A., PNC
BANK, NATIONAL ASSOCIATION and FIRST UNION NATIONAL BANK (separately called a
"Bank" and collectively the "Banks") and MELLON BANK, N.A., as administration
agent for the Banks (in such capacity the "Agent"), PNC BANK, National
Association, as syndication agent for the Banks (in such capacity, the
"Syndication Agent"), and FIRST UNION NATIONAL BANK, as documentation agent for
the Banks (in such capacity, the "Documentation Agent").

                                WITNESSETH THAT:

                  WHEREAS, Foster and the Banks are parties to a Loan Agreement
dated as of February 15, 1990, as amended by the First Amendment to Loan
Agreement dated November 29, 1990, by the Second Amendment to Loan Agreement
dated May 22, 1991, by the Third Amendment to Loan Agreement dated as of January
29, 1992, by the Fourth Amendment to Loan Agreement dated as of May 11, 1992, by
the Fifth Amendment to Loan Agreement dated as of September 25, 1992, by the
Sixth Amendment to Loan Agreement dated April 20, 1993, by the Seventh Amendment
to Loan Agreement dated as of December 31, 1993, by the Eighth Amendment to Loan
Agreement dated as of February 22, 1995 and by the Ninth Amendment to Loan
Agreement dated as of May 3, 1995 (as so amended, the "Original Loan
Agreement");

                  WHEREAS, Foster and the Banks are parties to that certain
Amended and Restated Loan Agreement, dated as of November 1, 1995, as amended by
that certain First Amendment to Amended and Restated Loan Agreement dated as of
January 1, 1996, by that certain Second Amendment to Amended and Restated Loan
Agreement dated as of December 31, 1996, by that certain Third Amendment to
Amended and Restated Loan Agreement dated as of April 9, 1997, by that certain
Fourth Amendment to Amended and Restated Loan Agreement dated as of November 12,
1997 and by that certain Fifth Amendment to Amended and Restated Loan Agreement
dated as of April 27, 1998 (as so amended, the "Amended and Restated Loan
Agreement");

                  WHEREAS, Foster and the Banks are parties to that certain
Second Amended and Restated Loan Agreement, dated as of August 13, 1998, as
amended by that certain First Amendment to Second Amended and Restated Loan
Agreement dated as of January 12, 1999 (as so amended, the "Second Amended and
Restated Loan Agreement");

                  WHEREAS, Foster requested that the Banks amend and restate the
Second Amended and Restated Loan Agreement to, among other things, add Natmaya
as a co-borrower, which will be jointly and severally liable with Foster under
this Agreement, and permit Foster to acquire all of the outstanding capital
stock of CXT, Incorporated, a Delaware corporation, located in Spokane,
Washington ("CXT");

                  WHEREAS, the Banks are willing to amend and restate the Second
Amended and Restated Loan Agreement to, among other things, add Natmaya as a
co-borrower on a joint and several basis and permit Foster to acquire all of the
outstanding capital stock of CXT, all in accordance with the terms and
conditions of this Agreement; and

                  WHEREAS, it is the intention of the Borrowers and the Banks
that this Agreement and the execution and delivery of substituted promissory
notes by the Borrowers not effectuate a novation of the obligations of Foster to
the Banks under either the Original Loan Agreement, the Amended and Restated
Loan Agreement or the Second Amended and Restated Loan Agreement, but merely a
restatement and, where applicable, a substitution of the terms governing,
evidencing and securing Foster's obligations thereunder.

                  NOW, THEREFORE, in consideration of the terms and provisions
herein contained and subject to the terms and conditions hereof, the Second
Amended and Restated Loan Agreement is hereby amended, consolidated and restated
in its entirety, and intending to be legally bound hereby, the parties hereto
agree as follows:


                                    ARTICLE I

                   CERTAIN DEFINITIONS; ACCOUNTING PRINCIPLES

                  Section 1.01. Definitions. In addition to the words and terms
defined elsewhere in this Agreement, as used in this Agreement, the following
terms shall have the following meanings (all terms defined in this Section 1.01
or in other provisions of this Agreement in the singular to have the same
meanings when used in the plural and vice versa):

                  "Accounts Receivable - Inventory Report" shall mean the
Accounts Receivable - Inventory Reports to be delivered to the Agent pursuant to
Section 4.01(a)(v) hereof, in substantially the form attached as Exhibit F
hereto, as amended and supplemented by each Borrower and each Guarantor from
time to time hereafter pursuant to Section 5.03(b) hereof.

                  "Acquisition Bucket" shall have the meaning assigned to such
term in Section 5.02(f)(5) hereof.

                  "Affiliate" of a person or entity (the "Specified Person")
shall mean (a) any person or entity which directly or indirectly controls, or is
controlled by, or is under common control with, the Specified Person, (b) any
director or officer (or, in the case of a person or entity which is not a
corporation, any individual having analogous powers) of the Specified Person or
of a person or entity who is an Affiliate of the Specified Person within the
meaning of the preceding clause (a), and (c) for each individual who is an
Affiliate of the Specified Person within the meaning of the foregoing clauses
(a) or (b), any other individual related to such Affiliate by consanguinity
within the third degree or in a step or adoptive relationship within such third
degree or related by affinity with such Affiliate or any such individual. For
purposes of the preceding sentence, "control" of a person or entity means (a)
the possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of such person or entity, whether
through the ownership of voting securities, by contract or otherwise and (b) in
any case shall include direct or indirect ownership (beneficially or of record)
of, or direct or indirect power to vote, 5% or more of the outstanding shares of
any class of capital stock of such person or entity (or in the case of a person
or entity that is not a corporation, 5% or more of any class of equity
interest).

                  "Agreement" shall mean this Third Amended and Restated Loan
Agreement and all exhibits, schedules, documents and instruments attached
hereto, as any or all of the foregoing may be amended, modified, supplemented or
restated from time to time.

                  "Anniversary Date" shall mean each June 30 during the term of
this Agreement.

                  "Applicable  Margin"  shall have the meaning  set forth in
Section  2.05(h) hereof.

 "Application" shall mean, (i) with respect to Letters of
Credit issued prior to November 1, 1995, in the case of Documentary Letters of
Credit, a duly executed and completed Application and Agreement for Documentary
Letter of Credit in substantially the form attached as Exhibit B to the Original
Loan Agreement and, in the case of Standby Letters of Credit, a duly executed
and completed Application and Agreement for Standby Letter of Credit in
substantially the form attached as Exhibit C to the Original Loan Agreement, as
either such form of application or agreement may be amended, modified,
supplemented or restated from time to time, (ii) with respect to Letters of
Credit issued prior to August 13, 1998 but on or after November 1, 1995, a duly
executed and completed Letter of Credit Agreement in the form attached as
Exhibit B to the Amended and Restated Loan Agreement together with a duly
executed and completed Application for Documentary Letter of Credit in
substantially the form attached as Exhibit C-1 to the Amended and Restated Loan
Agreement or a duly executed and completed Application for Standby Letter of
Credit in substantially the form attached as Exhibit C-2 to the Amended and
Restated Loan Agreement, as the case may be, as either such form of agreement or
application may be amended, modified, supplemented or restated from time to
time, (iii) with respect to Letters of Credit issued prior to June 30, 1999 but
on or after August 13, 1998, a duly executed and completed Letter of Credit
Agreement in the form attached hereto as Exhibit B together with a duly executed
and completed Application for Documentary Letter of Credit in substantially the
form attached hereto as Exhibit C-1 or a duly executed and completed Application
for Standby Letter of Credit in substantially the form attached hereto as
Exhibit C-2, as the case may be, as either such form of agreement or application
may be amended, modified, supplemented or restated from time to time; and (iv)
with respect to Letters of Credit on or after June 30, 1999, a duly executed and
completed Letter of Credit Agreement in the form attached hereto as Exhibit B
together with a duly executed and completed Application for Documentary Letter
of Credit in substantially the form attached hereto as Exhibit C-1 or a duly
executed and completed Application for Standby Letter of Credit in substantially
the form attached hereto as Exhibit C-2, as the case may be, as either such form
of agreement or application may be amended, modified, supplemented or restated
from time to time.

                  "Base Rate" shall mean at any time the interest rate per annum
equal to the higher of (a) the Prime Rate or (b) the sum of 1/2 of 1% plus the
Federal Funds Effective Rate for such day; provided, however, if the Federal
Reserve Bank of New York (or its successor) does not announce such rate on any
day, the Federal Funds Effective Rate for such day shall be equal to the Federal
Funds Effective Rate for the last day on which such rate was announced by the
Federal Reserve Bank of New York (or its successor).

                  "Base Rate Funding Period" shall have the meaning assigned to
such term in Section 2.05(b) hereof.

                  "Base Rate Loan" shall mean a Loan bearing interest at any
time under the Base Rate Option.

                  "Base Rate Option" shall have the meaning assigned to such
term in Section 2.05(a)(i) hereof.

                  "Base Rate Portion" shall mean, at any time, the portion,
including the whole, of a loan bearing interest under the Base Rate Option at
such time, or at a rate calculated by reference to the Base Rate under Section
2.05(a) hereof.

                  "Borrowers" shall mean, collectively and jointly and
severally, Foster and Natmaya, or any of their respective permitted successors
or assigns, and "Borrower" shall mean any one of Foster or Natmaya, or any of
their respective permitted successors or assigns.

                  "Borrowing Base" shall have the meaning assigned to such term
in Section 2.01(a) hereof.

                  "Borrowing Base to Debt Ratio" " shall mean, as to any day for
which such amount shall be determined, the ratio of (i) the Borrowing Base as of
that day to (ii) Debt as of that day.

                  "Business Day" shall mean (a) in the case of an outstanding or
proposed Base Rate Portion or CD Rate Portion of a Loan, any day other than a
Saturday, Sunday or other day on which commercial banks in Pittsburgh,
Pennsylvania are required or authorized to close under applicable law, and (b)
in the case of an outstanding or proposed Euro-Rate Portion of a Loan, any day
on which dealings for Dollar deposits are transacted in the London interbank
market and commercial banks are open for domestic and international business in
Pittsburgh, Pennsylvania.

                  "Capitalized Lease" shall mean a lease under which the
obligations of the lessee would, in accordance with GAAP, be included in
determining total liabilities as shown on the liability side of a balance sheet
of the lessee. The term "Capitalized Lease Obligations" shall mean the amount of
the liability reflecting the aggregate discounted amount of future payments
under all Capitalized Leases calculated in accordance with GAAP.

     "CD Rate" and "CD Rate  Option"  shall have the  meanings  assigned to such
terms in Section 2.05(a)(ii) of this Agreement.

                  "CD Rate Funding Period" shall mean an interest period
applicable to a Loan bearing interest at the CD Rate, as determined in
accordance with Section 2.05(b) of this Agreement.

                  "CD Rate Loan" shall mean a Loan bearing interest at any time
under the CD Rate Option.

                  "CD Rate Portion" shall mean, at any time, that portion,
including the whole, of a Loan bearing interest under the CD Rate Option at such
time, or at a rate calculated by reference to Section 2.05(a) hereof.

                  "Change of Control" shall mean any person or group of persons
(as used in Sections 13 and 14 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations thereunder) shall
have become the beneficial owner (as defined in Rules 13d-3 and 13d-5
promulgated by the Securities and Exchange Commission (the "SEC") under the
Exchange Act) of 20% or more of the combined voting power of all the outstanding
voting securities of a Borrower and, at any time following any merger,
consolidation, acquisition, sale of assets or other corporate restructuring of a
Borrower, during any period of six consecutive calendar months, individuals who
were directors of such Borrower on the first day of such period, together with
individuals elected as directors by not less than two-thirds of the individuals
who were directors of such Borrower on the first day of such period, shall cease
to constitute a majority of the members of the board of directors of such
Borrower.

                  "Code" shall mean the Internal Revenue Code of 1986, as
amended, and any successor statute, and the rules and regulations promulgated
thereunder. References to sections or provisions of the Code shall be deemed to
also refer to corresponding or similar sections or provisions of any successor
statute or of the Internal Revenue Code of 1954, as amended.

                  "Collateral" means, collectively, all of each Borrower's and
each Guarantor's present and future right, title and interest in and to the
following property, whether now or hereafter existing or acquired and wherever
located: (a) all inventory (including returned or repossessed goods but
excluding any inventory of third parties which has been consigned to such
Borrower or such Guarantor (as the case may be) and material owned by third
parties for which such Borrower has performed coating or other services),
accounts, open accounts, chattel paper, receivables, and other amounts owing to
such Borrower or such Guarantor (as the case may be) and arising out of the sale
or lease of goods or the rendition of services, whether or not they arise or are
acquired in such Borrower's or such Guarantor's ordinary course of business,
including without limitation, all such property described specifically or by
type in the Accounts Receivable Inventory Report; (b) all Guarantees, letters of
credit, collateral security, claims, rights, remedies and privileges relating to
any of the foregoing; (c) the Pledged Stock; and (d) all products and proceeds
of any of the foregoing (including, without limitation, any and all instruments,
notes, drafts, chattel paper and insurance policies and proceeds); and

                  "Collateral Acknowledgement" shall have the meaning assigned
to such term in Section 4.01(a)(v) hereof.

                  "Commitment" shall mean, at any time, with respect to each
Bank, the commitment of such Bank hereunder as set forth in Section 2.01 hereof,
as such commitment may have been reduced by termination or reduction under
Section 2.01 or Section 2.10(b) hereof.

                  "Consolidated Capital Expenditures" shall mean all amounts
debited to the fixed asset accounts on the consolidated balance sheet of Foster
and its Consolidated Subsidiaries (or required to be so debited in accordance
with GAAP) in respect of the acquisition, construction, improvement, replacement
or betterment of land, buildings, machinery, equipment or of any other fixed
assets or leaseholds, and shall include, without limitation, all amounts so
debited in respect of Capitalized Lease Obligations, but shall exclude all
amounts so debited in respect of inventory constituting equipment acquired for
the purpose of leasing or resale to others; provided that, when determining
compliance with the Consolidated Fixed Charge Coverage Ratio covenant in Section
5.01(h) of this Agreement, Capitalized Lease Obligations in the aggregate amount
of $932,000 relating to the purchase by Foster of a rail train, and Capitalized
Lease Obligations in an aggregate amount of $2,832,000 permitted under Section
5.02(a)(9) and relating to expenditures at Foster's Petersburg, Virginia
facility, shall be deemed to have been expended in six equal monthly
installments beginning with July, 1999 and ending with December, 1999).

                  "Consolidated EBIT" for any period, with respect to Foster and
its Consolidated Subsidiaries, shall mean the sum of (a) Consolidated Net Income
for such period (provided that, in the event that Foster realizes a net loss on
the disposition of its Langfield, Texas property, a maximum of $1,000,000 of
such net loss shall be excluded from calculating Consolidated Net Income in
determining Consolidated EBIT as of the end of each of the twelve consecutive
months beginning with the month in which such disposition occurs), (b)
Consolidated Interest Expense for such period, (c) charges against income for
foreign, federal, state and local income taxes for such period, (d)
extraordinary losses to the extent included in determining such Consolidated Net
Income, minus (e) extraordinary gains to the extent included in determining such
Consolidated Net Income, minus (f) equity earnings (or plus any losses) of
Affiliates to the extent included in Consolidated Net Income for such period,
all as determined on a consolidated basis in accordance with GAAP.

                  "Consolidated EBITDA" for any period, with respect to Foster
and its Consolidated Subsidiaries, shall mean the sum of (a) Consolidated EBIT
for such period, (b) depreciation expense for such period, and (c) amortization
expense for such period, all as determined on a consolidated basis in accordance
with GAAP; provided, that, at the Borrowers' option, up to an aggregate of
$2,000,000 in non-cash charges incurred by the Borrowers in connection with all
asset sales permitted under Section 5.02(e)(x) of this Agreement may be excluded
from "EDITDA" for the purpose of determining compliance with the Consolidated
Fixed Charge Coverage Ratio covenant in Section 5.01(h) of this Agreement. For
purposes of determining compliance with the Consolidated Total Indebtedness to
EBITDA Ratio covenant in Section 5.01(j) of this Agreement, (1) the EBITDA of an
entity which is a Subsidiary of Foster at the end of a relevant measuring period
but was not a Subsidiary of Foster at the beginning of that measuring period may
be included in the definition of EBITDA if the Agent has been provided with
(with a copy for each Bank) a pro forma statement of such entity's EBITDA, which
in the preparation of such statement the only adjustments to historical results
have been adjustments necessary to make the application of GAAP in the
determination of historical EBITDA for such entity consistent with the
application of GAAP in the determination of EBITDA for Foster, and (2) there
shall be excluded from the determination of EBITDA for CXT (A) the CXT Stock
Acquisition Expenses, and (B) an amount equal to the product of (i) the CXT
May/June 1999 Expense Accruals, multiplied by (ii) a fraction equal to 1/12 for
July, 1999, 2/12 for August, 1999, 3/12 for September, 1999, 4/12 for October,
1999, 5/12 for November, 1999, 6/12 for December, 1999, 7/12 for January, 2000,
8/12 for February, 2000, 9/12 for March, 2000, 10/12 for April, 2000, 11/12 for
May, 2000, and 12/12 for June, 2000.

                  "Consolidated Fixed Charge Coverage Ratio" shall mean, as to
any period for which such amount shall be determined, the ratio of (a) the sum
of Consolidated EBITDA for such period minus Consolidated Capital Expenditures
(other than expenditures related to permitted Investments in the nature of
acquisitions, whether by stock or asset purchase, consolidation or merger) for
such period, to (b) the sum of Consolidated Interest Expense for such period
plus amount of all Distributions (other than intercompany Distributions between
any Subsidiary of Foster and Foster) by Foster or any Subsidiary of Foster for
such period plus payments actually made in respect of federal, state and foreign
income taxes during such period; provided that the net repurchase price of
Covered Repurchased Stock repurchased during such period by Foster shall be
excluded from "Distributions" in the calculation of the Consolidated Fixed
Charge Coverage Ratio for the purpose of determining compliance with the
Consolidated Fixed Charge Coverage Ratio covenant in Section 5.01(h) of this
Agreement (but not for the purpose of determining the applicability of the
Borrowing Base under Section 2.01 of this Agreement); and provided, further,
that an amount not greater than the aggregate of the Designated Excluded Amounts
(as provided for in Section 5.02(e)) for each month during the relevant period
may be excluded by the Borrowers from Consolidated Capital Expenditures in the
calculation of the Consolidated Fixed Charge Coverage Ratio for the purpose of
determining compliance with the Consolidated Fixed Charge Coverage Ratio
covenant in Section 5.01(h) of this Agreement (but not for the purpose of
determining the applicability of the Borrowing Base under Section 2.01 of this
Agreement).

                  "Consolidated Interest Expense" shall mean, for any period for
which such amount shall be computed, all interest accrued during such period on
the Indebtedness, including without limitation all interest required under GAAP
to be capitalized during such period, determined on a consolidated basis for
Foster and its Consolidated Subsidiaries.

                  "Consolidated Net Income" shall mean, for any period, the
consolidated net income after taxes of Foster and its Consolidated Subsidiaries
for such period determined in accordance with GAAP; provided, however, that
Consolidated Net Income shall not include any gain or loss attributable to
extraordinary items or any taxes or tax savings as a result thereof; and
provided, further, that net income of any Subsidiary shall not be included for
any period prior to the time at which such Subsidiary first becomes a
Subsidiary.

                  "Consolidated Subsidiary" shall mean any Subsidiary of Foster
whose accounts are consolidated with the accounts of Foster in accordance with
Foster's policy of consolidation in effect from time to time and with GAAP.

                  "Consolidated Tangible Net Worth" means the stockholders'
equity of Foster and its Consolidated Subsidiaries, determined, both as to
classification of items and amounts, in accordance with GAAP, except that there
shall be deducted from stockholders' equity all intangible assets of Foster and
its Consolidated Subsidiaries, including, but not limited to, organization
costs, securities issuance costs, unamortized debt discount and expense,
goodwill, excess of purchase price over net assets acquired, agreements not to
compete, patents, trademarks, copyrights, trade secrets, know-how, licenses,
franchises, research and development expenses and any amount reflected as
treasury stock.

                  "Consolidated Total Indebtedness" shall mean: (a) all
obligations of Foster and its Consolidated Subsidiaries on account of money
borrowed by, or credit extended to or on behalf of, or for or on account of
deposits with or advances to, Foster or its Consolidated Subsidiaries; (b) all
obligations of Foster and its Consolidated Subsidiaries evidenced by bonds,
debentures, notes or similar instruments; (c) all obligations of Foster and its
Consolidated Subsidiaries for the deferred purchase price of property or
services; (d) all obligations secured by a Lien on property owned by Foster and
its Consolidated Subsidiaries (whether or not assumed); (e) all obligations of
Foster and its Consolidated Subsidiaries under Capitalized Leases (without
regard to any limitation of the rights and remedies of the holder of such Lien
or the lessor under such Capitalized Lease to repossession or sale of such
property); (f) the face amount of all letters of credit issued for the account
of Foster and its Consolidated Subsidiaries (except, to avoid duplication, the
face amount of any letters of credit issued for the account of Foster or its
Consolidated Subsidiaries to provide credit support for obligations of Foster or
its Consolidated Subsidiaries evidenced by bonds included within clause (b)
above and not excluded pursuant to the last sentence of this definition, to the
extent that the face amount of such letters of credit do not exceed the amount
of such bond obligations of Foster or its Consolidated Subsidiaries) and,
without duplication, the unreimbursed amount of all drafts drawn thereunder, and
all other obligations of Foster and its Consolidated Subsidiaries associated
with such letters of credit or draws thereon; (g) all obligations of Foster and
its Consolidated Subsidiaries in respect of acceptances or similar obligations
issued for the account of Foster and its Consolidated Subsidiaries; (h) all
obligations of Foster and its Consolidated Subsidiaries under a product
financing or similar arrangement described in paragraph 8 of FASB Statement of
Accounting Standards No. 49 or any similar requirement of GAAP; (i) all
obligations and liability of Foster and its Consolidated Subsidiaries under any
Guarantee, and (j) all obligations of Foster and its Consolidated Subsidiaries
under any interest rate or currency protection agreement, interest rate or
currency future, interest rate or currency option, interest rate or currency
swap or cap or other interest rate or currency hedge agreement. For the purpose
of calculating Consolidated Total Indebtedness, (1) Consolidated Total
Indebtedness shall not include any obligation of Foster and its Consolidated
Subsidiaries under any performance, supply or payment bond posted by Foster and
its Consolidated Subsidiaries in connection with any construction project
undertaken by Foster and its Consolidated Subsidiaries, and (2) the items in
clause (i) of the foregoing definition shall be calculated on an annual basis as
of the end of Foster's most recent fiscal year just ended.

                  "Consolidated Total Indebtedness to EBITDA Ratio" shall mean,
as to any period for which such amount shall be determined, the ratio of (i)
Consolidated Total Indebtedness as of the last day of such period to (ii)
Consolidated EBITDA for such period.

                  "Controlled Group" shall mean a "controlled group of
corporations" as that term is defined in Section 1563 of the Code, of which a
Borrower is a part from time to time, and all "trades or businesses (whether or
not incorporated) which are under common control" as that term is defined in
Section 414 of the Code, of which a Borrower is a part from time to time.

                  "Controlling Person" shall mean any person or entity who is,
or is an associate of any person or entity who either alone or with one or more
of its associates is, in control of a Borrower, including any executive officer
and any person who is both an employee and director of a Borrower. A person,
entity or group of persons or entities shall be deemed to be in control of
another person or entity (including a Borrower) when the first person, entity or
group of persons or entities possesses, directly or indirectly, the power to
direct or cause the direction of the management or policies of such other person
or entity, whether through the ownership of voting securities, by contract or
otherwise. A person or entity shall not be deemed to be in control of another
person or entity (including a Borrower) by reason of the fact that such person
or entity serves as a member of the board of directors but not as an employee of
such other person or entity. A person or entity shall be deemed to be an
associate of another person or entity when (a) either shall be in control of the
other, (b) either shall be an officer, an employee and director, a partner or a
manager of the other, or (c) there shall exist between them any contract,
arrangement or understanding (express or otherwise) with respect to the actual
or potential exercise of control of the other.

                  "Corresponding Source of Funds" shall mean (a) in the case of
any Funding Segment of a CD Rate Portion, the proceeds of hypothetical issuances
by a Bank of one or more of its certificates of deposit at the beginning of the
CD Rate Funding Period corresponding to such Funding Segment, having maturities
approximately equal to such CD Rate Funding Period and in an aggregate amount
approximately equal to such Funding Segment; and (b) in the case of any Funding
Segment of a Euro-Rate Portion, the proceeds of hypothetical receipts by a
Notional Euro-Rate Funding Office or by a Bank through a Notional Euro-Rate
Funding Office of one or more Dollar deposits in the interbank eurodollar market
at the beginning of the Euro-Rate Funding Period corresponding to such Funding
Segment, having maturities approximately equal to such Euro-Rate Funding Period
and in an aggregate amount approximately equal to such Funding Segment.

                  "Covered Repurchased Stock" means the first 1,000,000 shares
of the common stock of Foster which are repurchased by Foster on or after
December 1, 1998 or, if less, the number of shares which first causes the net
repurchase price of all shares of Foster common stock repurchased by Foster on
or after December 1, 1998 to exceed $5,999,999.

                  "CXT" shall mean CXT, Incorporated, a Delaware corporation.

                  "CXT May/June 1999 Expense Accruals" shall mean those expense
accruals in an amount not to exceed $350,000 in the aggregate which have been
taken by CXT in May, 1999 and June, 1999.

                  "CXT Stock Acquisition Expenses" shall mean those expenses in
an amount not to exceed $1,032,000 in the aggregate which have been incurred by
CXT in connection with, and which would not have been incurred but for, the
acquisition by Foster of all of the outstanding capital stock of CXT.

                  "Debt" means, collectively, (a) all loans and advances made
hereunder by any Bank to or at the request of either Borrower, including all
interest and other charges thereon, (b) all obligations of either Borrower
arising out of the issuance of Letters of Credit by the Agent at such Borrower's
request, (c) all covenants, agreements, liabilities and other obligations of
either Borrower hereunder, and (d) all costs, expenses, liabilities and
obligations, including attorneys' fees and expenses, incurred by the Agent or
any Bank enforcing any or all of this Agreement or the Debt, in collecting any
or all of the Debt or in taking any other action permitted under this Agreement;
provided, that, if any Private Placement Debt of the Borrowers includes
provisions for pari passu treatment of any collateral securing such Private
Placement Debt with any of the Collateral securing any of the Debt under this
Agreement, "Debt" also shall include (in addition to the obligations identified
in clauses (a) through (d) above) for the purpose of determining the Borrowing
Base (and all relevant calculations relating thereto) the amount of such Private
Placement Debt, all obligations of either Borrower under or arising out of such
Private Placement Debt, and all costs and expenses incurred by the purchaser of
such Private Placement Debt in enforcing or collecting any or all of the Private
Placement Debt.

                  "Designated Excluded Amount" shall mean, for each fiscal
month, an amount, irrevocably designated by Foster in a certificate furnished to
the Agent not later than 20 days after the end of such month, not exceeding 50%
of the net cash proceeds from asset sales permitted under Section 5.02(e) of
this Agreement, which proceeds have been received during such month, provided,
however, that Foster may not designate more than $1,500,000 in the aggregate of
such proceeds during any period of 12 consecutive months and may not designate
more than $4,000,000 in the aggregate of such proceeds from January 1, 1999
through the end of the term of this Agreement, including any extensions.

                  "Designated Subsidiary" shall have the meaning assigned to
such term in Section 5.04 hereof.

                  "Distribution" shall mean (a) the declaration or payment of
any Dividend on or in respect of any shares of any class of capital stock of a
Borrower or any Subsidiary, other than Dividends payable solely in shares of
common stock of the corporation involved, and (b) the purchase, redemption or
other acquisition of any shares of any class of capital stock of a Borrower or
any Subsidiary directly or indirectly through a Subsidiary or otherwise.

                  "Dividend" shall mean a distribution of cash, securities or
other property (other than capital stock) on capital stock of the corporation
involved.

                  "Documentary Letters of Credit" shall mean documentary letters
of credit issued pursuant to an Application and Section 2.02(a) hereof.

                  "Documentary Letter of Credit Limit" shall have the meaning
assigned to such term in Section 2.02(a) hereof.

                  "Dollar" and the symbol "$" shall mean lawful money of the
United States of America.








                                                                  -1-



          "Dollar Equivalent" of an amount of currency other than Dollars shall
mean the amount of Dollars which such currency could purchase on the date of
determination, based upon the quoted spot rates of the Agent at which its
applicable branch or office offers to exchange Dollars for such currency in the
London foreign exchange market and "Dollar Equivalent" of an amount denominated
in Dollars shall mean such amount of Dollars.







                                                                  -1-



         "Eligible Accounts" shall mean trade accounts receivable created or
acquired by each Borrower and each Guarantor (as the case may be) in the
ordinary course of business in which the Agent has a Prior Security Interest for
the benefit of the Banks, which are not more than ninety (90) days past due from
the date of the invoice or sales journal entry therefor and which are and at all
times continue to be acceptable to the Agent in the exercise of the Agent's
reasonable judgment; provided, however, without limiting the generality of the
foregoing, that, if 50% or more of the accounts of an account debtor are more
than ninety (90) days past due from the date of invoice or sales journal entry
therefor, any other accounts of such account debtor shall also be ineligible. It
is understood that, upon and after CXT becoming a Guarantor hereunder, "unbilled
revenue" of CXT which has been classified by PricewaterhouseCoopers LLP as a
trade account receivable shall be included in the definition of "Eligible
Accounts" until such time as (a) CXT ceases to be a Guarantor under this
Agreement, or (b) Foster's accountants change such classification, whichever
occurs first.

         "Eligible Inventory" means each Borrower's and each Guarantor's (as the
case may be) inventory, excluding works in process, of saleable raw materials
and finished goods manufactured or acquired by each Borrower and each Guarantor
(as the case may be) in the ordinary course of business, subject to each
Borrower's and each Guarantor's (as the case may be) control or sole possession,
stored in an Eligible Location and in a manner acceptable to the Agent, valued
at the lower of cost or market value, which inventory is and at all times
continues to be acceptable to the Agent in the exercise of the Agent's
reasonable judgment and in which the Agent has a Prior Security Interest at all
times. Standards of acceptability shall be fixed and may be revised from time to
time solely by the Agent in its exclusive judgment.

         "Eligible Location" shall mean one of the addresses listed on Schedule
1 to the Security Agreement or any Guarantor Security Agreement at which a
Borrower or any Guarantor, as the case may be, maintains, keeps or stores
Collateral. The Borrowers and the Agent and the Banks may agree jointly to add
other addresses of the Borrowers to such list at any time by substituting an
amended Schedule 1 to either the Security Agreement or any Guarantor Security
Agreement. The Agent may in its reasonable discretion, at any time after thirty
(30) days' notice to the Borrowers, delete any address from the list of Eligible
Locations.

         "ERISA" shall mean the Employee Retirement Income Security Act of 1974,
as the same may from time to time be amended including, but not limited to, the
Multiemployer Pension Plan Amendments Act of 1980, and the rules and regulations
promulgated thereunder by any governmental agency or authority, as from time to
time in effect, and any successor statute.

         "Euro-Rate" and "Euro-Rate Option" shall have the meanings assigned to
such terms in Section 2.05(a)(iii) of this Agreement.

         "Euro-Rate Funding Period" shall mean any interest period applicable to
a Loan bearing interest at the Euro-Rate, as determined in accordance with
Section 2.05(b) of this Agreement.

         "Euro-Rate Loan" shall mean a Loan bearing interest at any time under
the Euro-Rate Option.

         "Euro-Rate Portion" shall mean, at any time, that portion, including
the whole, of a Loan bearing interest under the Euro-Rate Option at such time,
or at a rate calculated by reference to Section 2.05(a) hereof.

         "Event of Default" or "Default" shall mean any of the events of default
described in Section 6.01 of this Agreement.

         "Expiration Date" shall mean July 1, 2003, unless extended pursuant to
Section 2.11 hereof.

         "Extension Request" shall have the meaning assigned to such term in
Section 2.11(a) hereof.

         "Facility Fees" shall mean the Facility Fees described in Section
2.10(a)(ii) hereof.

         "Federal Funds Effective Rate" shall mean for any day the weighted
average of the rates on overnight federal funds transactions arranged on such
day by Federal Funds Brokers computed and released by the Federal Reserve Bank
of New York (or any successor) in substantially the same manner as such Federal
Reserve Bank currently computes and releases the weighted average it refers to
as the "Federal Funds Effective Rate."

                  "Funding Period Maturity Date" shall have the meaning assigned
to such term in Section 2.05(b) hereof.

                  "Funding Periods" shall have the meaning assigned to such term
in Section 2.05(b) of this Agreement.

                  "Funding Segment" of a CD Rate Portion or a Euro-Rate Portion,
as the case may be, at any time shall mean the entire principal amount of such
Portion to which at such time there is applicable a particular Funding Period
beginning on a particular day.

                  "GAAP" shall have the meaning assigned to such term in Section
1.02(a) hereof.

                  "Granting Bank" shall have the meaning assigned to such term
in Section 8.09 hereof.

                  "Guarantee" shall include any guarantee of the payment or
performance of any Indebtedness or other obligation and any other arrangement
whereby credit is extended to one obligor on the basis of any promise of another
person, firm or corporation, whether that promise is expressed in terms of an
obligation to pay the Indebtedness of such obligor, or to purchase an obligation
owed by such obligor, or to purchase goods and services from such obligor
pursuant to a take-or-pay contract, or to maintain the capital, working capital,
solvency or general financial condition of such obligor, whether or not any such
arrangement is listed in the balance sheet of such other person, firm or
corporation, or referred to in a footnote thereto, but shall not include
endorsements of items for collection in the ordinary course of business.

                  "Guarantor Security Agreement" shall mean a Security Agreement
(in substantially the form of Exhibit H to this Agreement) executed and
delivered by a Guarantor and "Guarantor Security Agreements" shall mean all of
them.

                  "Guarantor" shall at any time mean (a) any Subsidiary of
Foster other than a Designated Subsidiary, and (b) upon and after the
consummation of the acquisition by Foster of all of the outstanding capital
stock of CXT, CXT, and "Guarantors" shall mean all of them.

                  "Guaranty and Suretyship Agreement" shall mean the Guaranty
and Suretyship Agreement, dated as of May 11, 1992 and executed and delivered by
Foster in favor of the Banks, as the same may be amended, modified, supplemented
or restated from time to time.

                  The phrases "herein", "hereof", "hereunder", and the like mean
this Agreement as a whole and not any particular section or other subdivision.

                  "Indebtedness" shall include all obligations, contingent or
otherwise, which in accordance with GAAP should be classified on the obligor's
balance sheet as liabilities.

                  "Initial Borrowing Base Period" shall have the meaning
assigned to such term in Section 2.01 hereof.

                  "Intercreditor Agreement" shall mean the agreement described
in Section 5.02(a)(6) hereof.

                  "Interest Rate Option" shall have the meaning set forth in
Section 2.05(a) of this Agreement.

                  "Interest Rate Swap Agreements" shall mean interest rate swap,
cap or collar agreements, interest rate, future or option contracts, currency
swap agreements (including foreign currency swap agreements), currency future or
option contracts (including foreign currency future or option contracts) and
other similar agreements designed to hedge against fluctuations in interest
rates or foreign exchange rates. Any indebtedness owing pursuant to an Interest
Rate Swap agreement, and any amounts paid, payable or owing pursuant to an
Interest Rate Swap Agreement, shall be determined as a Dollar Equivalent as of
the relevant date.

                  "Investments" means amounts paid or agreed to be paid, whether
in cash or in other consideration, for stock, securities, liabilities or assets
of, or loaned, advanced or contributed to others (including, without limitation,
to a joint venture partnership or trust). The term Investments shall not include
any increase or decrease in the assets of any corporation derived from the
earnings or losses thereof or any assets purchased in the ordinary course of
business but shall include the acquisition of a business. If any Investment is
made by the transfer or exchange of property other than cash, the amount of such
Investment shall be deemed to have been made in an original principal or capital
amount equal to the fair market value of such property.

                  "Landlord Waiver Agreements" shall have the meaning set forth
in Section 4.02(b) of this Agreement.

                  "Law" shall mean any law (including common law), constitution,
statute, treaty, regulation, rule, ordinance, order, injunction, writ, decree or
award of any Official Body.

                  "Letters of Credit" shall mean Documentary Letters of Credit
and Standby Letters of Credit issued by the Agent pursuant to Section 2.02
hereof together with (i) Documentary Letters of Credit and Standby Letters of
Credit outstanding on the date hereof and issued by the Agent pursuant to
Section 2.02 of the Original Loan Agreement and (ii) Documentary Letters of
Credit and Standby Letters of Credit outstanding on the date hereof and issued
by the Agent pursuant to Section 2.02 of the Amended and Restated Loan
Agreement.

                  "Lien" shall mean any mortgage, pledge, security interest,
bailment, encumbrance, claim, lien or charge of any kind, including any
agreement to give any of the foregoing, any conditional sale or other title
retention agreement, and any lease in the nature thereof.

                  "Loan" or "Loans" shall mean the revolving credit loans made
by the Banks to either of the Borrowers under this Agreement as described in
Article II of this Agreement.

                  "Loan Documents" shall mean this Agreement, the Notes, the
Security Agreement, the Guaranty and Suretyship Agreements, the Applications and
Letters of Credit, the Guarantor Security Agreements, the Subsidiary Guaranty
and Suretyship Agreements, the Pledge Agreement, the Collateral Acknowledgment,
and all other instruments, certificates and agreements and documents
contemplated by or delivered or required to be delivered under this Agreement or
in connection herewith, in each instance as the same may be amended, modified or
supplemented from time to time.

                  "Mandatory Commitment Reductions" shall have the meaning
assigned to such term in Section 2.01(e) hereof.

                  "Margin Stock" shall mean all margin stock as that term is
from time to time defined in Regulation U of the Board of Governors of the
Federal Reserve System, or any regulations, interpretations or rulings
thereunder.

                  "Measurement Period" shall have the meaning assigned to such
term in Section 5.02(f)(5).

                  "Note" or "Notes" shall mean the fourth amended and restated
promissory note(s) of the Borrowers executed and delivered under this Agreement,
together with all extensions, renewals, refinancings, restatements or refundings
of any thereof in whole or in part.

                  "Notice of Borrowing" shall have the meaning assigned to such
term in Section 2.03 of this Agreement.

                  "Notice of Conversion" shall have the meaning assigned to such
term in Section 2.05(e) of this Agreement.

                  "Notice of Renewal" shall have the meaning assigned to such
term in Section 2.05(e) of this Agreement.

                  "Notional Euro-Rate Funding Office" shall have the meaning
assigned to such term in Section 2.09(a) of this Agreement.

                  "Office" shall mean the office of the Agent located at Three
Mellon Bank Center, Pittsburgh, Pennsylvania 15259-0003.

                  "Official Body" shall mean the United States of America or any
foreign government or state, any state and any political subdivision thereof,
and any agency, department, court, commission, board, bureau or instrumentality
of any of them.

                  "Operating Lease" shall mean any lease other than a
Capitalized Lease.

                  "Option" shall mean, when used in conjunction with CD Rate,
Euro-Rate or Base Rate, an Interest Rate Option bearing interest at such
specified rate.

                  "PBGC" shall mean the Pension Benefit Guaranty Corporation
established under ERISA, or any successor to the PBGC.

                  "Percentage Share" of any Bank, when used with reference to
any Letter of Credit, shall mean an undivided participating interest in such
Letter of Credit in the proportion that such Bank's Commitment at such time
bears to the total Commitments of all the Banks hereunder at such time, and when
used in any other context, shall mean such Bank's pro rata share of the amount
involved, determined in the proportion that such Bank's Commitment at such time
bears to the total Commitments of all the Banks hereunder at such time.

                  "Plan" shall mean any plan, including a single employer plan,
multiple employer plan or multiemployer plan, established, sponsored or
maintained at any time or from time to time by or for a Plan Employer for its
employees to which Section 4021(a) of ERISA applies.

                  "Plan Employer" shall mean either Borrower, any Subsidiary or
any member of a Controlled Group which is the sponsor of or contributor to a
Plan for the benefit of some or all of its or their employees.

                  "Pledge Agreement" shall have the meaning assigned to such
term in Section 4.01(a)(v) hereof.

                  "Pledged Stock" shall mean all preferred shares of Dakota,
Minnesota & Eastern Railroad Corporation (or any successor thereto) owned
(beneficially or otherwise) by any Borrower.

                  "Pledged Stock Collateral Agent" shall mean Mellon Bank (DE)
National Association.

                  "Portion" shall mean a Base Rate Portion or a Euro-Rate
Portion, as the case may be.

                  "Potential Event of Default" shall mean an event, condition,
act or omission to act constituting a default in the performance or observance
of an act, covenant, agreement or provision of this Agreement, the other Loan
Documents or any Note, which event, condition, act or omission to act with the
passage of time or the giving of notice, or both, and without subsequent cure
within any applicable period of time, would become or constitute an Event of
Default or Default.

                  "Prime Rate" shall mean the interest rate per annum announced
from time to time by Mellon Bank, N.A., at its principal office in Pittsburgh,
Pennsylvania, as its Prime Rate. The Prime Rate is determined from time to time
by Mellon Bank, N.A. as a means of pricing some loans to its customers, is not
tied to any external rate of interest, and does not necessarily reflect the
lowest rate of interest actually charged by Mellon Bank, N.A. to any particular
category of customers.

                  "Prior Security Interest" means an enforceable, perfected
security interest under the UCC which is prior to all Liens, except Liens for
taxes not yet due and payable to the extent given priority by statute.

                  "Private Placement Debt" shall mean Indebtedness of Foster in
an aggregate principal amount not to exceed $25,000,000, which Indebtedness
shall be purchased by and placed with an entity which is acceptable to, and has
been approved by, the Agent on behalf of the Banks, and which involves such
terms and conditions which are acceptable to the Agent on behalf of the Banks.

                  "RPF" shall have the meaning set forth in Section 5.02(e)(vi)
hereof.

                  "Relevant Date" shall have the meaning set forth in Section
1.02(a) hereof.

                  "Reportable Event" shall mean any of the events described in
paragraphs (5) or (6) of Section 4043(b) of ERISA.

                  "Required Banks" shall mean, until and including the
Expiration Date, Banks whose Commitments aggregate at least 66-2/3% of the total
Commitments of all the Banks and thereafter the holders of at least 66-2/3% of
the aggregate unpaid principal amount of all Loans outstanding at such time.

                  "Responsible Officer" of a Borrower or a Guarantor (as the
case may be) shall mean the president, chief financial officer, treasurer or
controller of such Borrower or such Guarantor (as the case may be).

                  "Rollover Loan" shall mean any Loan made on the Funding Period
Maturity Date of any preceding Loan or Loans, with the aggregate principal
amount of such Rollover Loan being less than or equal to the aggregate principal
amount of such preceding Loan or Loans, as the case may be.

                  "Scheduled Commitment Reductions" shall have the meaning
assigned to such term in Section 2.01(d) hereof.

                  "Security Agreement" shall mean the Security Agreement dated
as of January 29, 1992, by and between Foster and the Banks, as the same may be
amended, modified, supplemented or restated from time to time.

                  "SPC" shall have the meaning assigned to such term in Section
8.09 hereof.

                  "Standby Letters of Credit" shall mean standby letters of
credit issued by the Agent pursuant to an Application and Section 2.02(b)
hereof.

                  "Standby Letter of Credit Limit" shall have the meaning
assigned to such term in Section 2.02(b) hereof.

                  "Stock Purchase" means any redemption, acquisition or other
retirement of any capital account or other equity interest in either of the
Borrowers or of warrants, rights or other options to purchase any such capital
account or other equity interest.

                  "Subsidiary" shall mean any corporation of which a majority of
the outstanding capital stock entitled to vote for the election of directors
(otherwise than as the result of a default) is owned by either Borrower directly
or indirectly through Subsidiaries. The term "Wholly-Owned Subsidiary" shall
mean any Subsidiary of which a Borrower shall at the time own, directly or
indirectly through a Wholly-Owned Subsidiary, 100% of the outstanding voting
stock or other voting interest, other than directors' qualifying shares.

                  "Subsidiary Guaranty and Suretyship Agreement" shall mean a
guaranty and suretyship agreement (in substantially the form of Exhibit G to
this Agreement) executed and delivered by a Guarantor and "Subsidiary Guaranty
and Suretyship Agreements" shall mean all of them.

                  "UCC" shall mean the Uniform Commercial Code (or any successor
statute thereto) as in effect in the Commonwealth of Pennsylvania or in such
other jurisdiction where a security interest shall be granted to the Agent in
the Collateral. Terms and phrases defined in the UCC are used herein as therein
defined except where the context otherwise requires. In the event that the
Commonwealth of Pennsylvania or such other jurisdiction adopts revisions to
either Article 5 or Article 9 of the UCC that are inconsistent with the
provisions of this Agreement or any other Loan Document, the Borrowers and the
Banks shall upon the request of the Agent agree to an amendment, modification,
supplement or restatement of the affected provisions of this Agreement or any
other Loan Document that is consistent with the intent hereof and permissible
under revised Article 5 or Article 9 (as the case may be).

                  "Year 2000 Problem" shall mean any significant risk that
computer hardware, software or equipment containing embedded microchips of a
Borrower or any of its Subsidiaries which is essential to its or their business
or operations will not, in the case of dates or time periods occurring after
December 31, 1999, function at least as effectively and reliably as in the case
of times or time periods occurring before January 1, 2000, including the making
of accurate leap year calculations.

                  1.02.  Accounting Principles.

                  (a) As used herein, "GAAP" shall mean generally accepted
accounting principles as such principles shall be in effect at the Relevant
Date, subject to the provisions of this Section 1.02. As used herein, "Relevant
Date" shall mean the date a relevant computation or determination is to be made
or the date of relevant financial statements, as the case may be.

                  (b) Except as otherwise provided in this Agreement, all
computations and determinations as to accounting or financial matters shall be
made, and all financial statements to be delivered pursuant to this Agreement
shall be prepared, in accordance with GAAP (including principles of
consolidation where appropriate), and all accounting or financial terms shall
have the meanings ascribed to such terms by GAAP.


                                   ARTICLE II

                                   THE CREDITS

                  Section 2.01. Commitments. Subject to the terms and conditions
hereof, and relying upon the representations and warranties of the Borrowers
herein set forth, each Bank severally agrees to make Loans to the Borrowers, on
any Business Day, at any time or from time to time prior to the Expiration Date,
in an aggregate principal amount not exceeding at any one time outstanding the
amount set forth opposite its name below (such amount, as the same shall be
reduced by the automatic reductions set forth in this Section 2.01, and may be
reduced from time to time hereafter in accordance with Section 2.10(b) hereof,
being herein referred to as the "Commitment"):










                                                                  -1-



Name and                        Commitment until        Commitment
Address of Bank                 Expiration Date         Percentage

MELLON BANK, N.A.                $25,000,000             35.714%
  One Mellon Bank Center
  Pittsburgh, PA  15258

PNC BANK, N.A.                   $22,500,000             32.143%
  PNC Bank Building
  Fifth & Wood Streets
  Pittsburgh, PA 15222

FIRST UNION NATIONAL BANK        $22,500,000             32.143%
  Broad & Chestnut Streets
  Philadelphia, PA  19101


          Total                  $70,000,000                100%








                                                                  -1-



The Loans and Commitments of the Banks are subject to the following conditions:

         (a) For each day during the period (the "Initial Borrowing Base
Period") from the date on which Foster consummates the acquisition by Foster of
all of the outstanding capital stock of CXT until the date on which Foster
delivers to the Agent, with a copy for each Bank, a monthly compliance
certificate containing at least three full months of CXT operating performance
and indicating a Consolidated Fixed Charge Coverage Ratio for the period of
twelve consecutive months ending on the day before the first day of the then
most recently completed month that is greater than 1.75 to 1.00, the aggregate
amount of Debt outstanding on each such day shall not exceed an amount equal to
the sum of (a) 85% of Eligible Accounts, plus (b) 50% of Eligible Inventory,
plus (c) 50% of the book value of the Pledged Stock valued as of the date of
this Agreement (the sum of such percentage of Eligible Accounts, Eligible
Inventory and Pledged Stock being referred to herein collectively as the
"Borrowing Base").

         (b) For each day either before or after the Initial Borrowing Base
Period when Foster's Consolidated Fixed Charge Coverage Ratio for the period of
twelve consecutive months ending on the day before the first day of the then
most recently completed month is less than or equal to 1.75 to 1, the aggregate
amount of Debt outstanding on each such day shall not exceed the Borrowing Base.

         (c) The percentage of Eligible Accounts and Eligible Inventory included
within the Borrowing Base automatically shall be reduced in each case by 0.5%
beginning on the first day of the sixth calendar month following the month in
which Foster's acquisition of all of the outstanding capital stock of CXT is
consummated and on the first day of each calendar month thereafter until the
percentage of Eligible Accounts included within the Borrowing Base is 80% and
the percentage of Eligible Inventory included within the Borrowing Base is 45%,
respectively.

         (d) The aggregate Commitment automatically shall be reduced by the
following amounts on the following dates (and each Bank's Commitments shall be
reduced ratably in accordance with each Bank's Commitment Percentage) (each a
"Scheduled Commitment Reduction"): (1) $1,500,000 on June 30, 2000; (2)
$1,500,000 on December 31, 2000; (3) $1,500,000 on June 30, 2001; (4) $2,000,000
on December 31, 2001; (5) $2,000,000 on June 30, 2002; (6) $3,000,000 on
December 31, 2002; and (7) $3,500,000 on June 30, 2003, in each case subject to
the operation of paragraph (f) of this Section 2.01.

         (e) At any time when the aggregate Commitment of the Banks is greater
than $55,000,000, the aggregate Commitment automatically shall be reduced,
within 3 Business Days of the date any asset sale is consummated or any new
Indebtedness incurred (as the case may be), by (and each Bank's Commitment shall
be reduced ratably in accordance with each Bank's Commitment Percentage) (each a
"Mandatory Commitment Reduction") (A) 100% of the net cash proceeds from
permitted asset sales under Section 5.02(e) of this Agreement (less any amounts
which are permitted to be and are designated as Designated Excluded Amounts
pursuant to Section 5.02(e) hereof when the aggregate Commitment is greater than
$55,000,000), and (B) 100% of the net proceeds resulting from the incurrence of
new Indebtedness of the types of Indebtedness specified in clauses (a) through
(e) of the definition of "Consolidated Total Indebtedness" (but excluding
Capital Leases up to an amount of $1,000,000 of new Indebtedness which would be
required to be reflected on Foster's audited balance sheet during any fiscal
year).

         (f) The amount of each Mandatory Commitment Reduction made pursuant to
Section 2.01(e) shall be applied to reduce the amounts of the Scheduled
Commitment Reductions required by Section 2.01(d) in chronological order. For
avoidance of doubt, the following is a hypothetical example of the application
of this paragraph: if there were to occur a Mandatory Commitment Reduction June
25, 2000 in the amount of $3,500,000, the effect would be that the Scheduled
Commitment Reductions on June 30, 2000 and December 31, 2000 would each be
reduced to zero and the Scheduled Commitment Reduction on June 30, 2001 would be
reduced to $1,000,000.

         (g) The sum of all Loans outstanding at any one time plus the face
amount of all outstanding Letters of Credit shall not exceed the sum of the
Banks' Commitments; provided, that the sum of the face amounts of all
outstanding Letters of Credit shall not exceed $15,000,000 at any time.

                  It is the intention of the parties that (i) the aggregate
outstanding principal balances of all Loans hereunder shall at no time exceed
the lesser of (A) the sum of the Banks' Commitments less the face amounts of all
outstanding Letters of Credit and (B) when the Borrowing Base is in effect, the
Borrowing Base, and if, at any time, an excess shall for any reason exist, the
Borrowers shall forthwith repay to the Agent for the ratable account of the
Banks, in funds immediately available, the amount of such excess, together with
all interest on the amount so repaid.

                  Within such limits of time and amount and provided that the
conditions of lending set forth in Section 4.02 hereof are satisfied and that no
Event of Default or Potential Event of Default has occurred and is continuing or
exists, the Borrowers may borrow, prepay, repay and reborrow hereunder until the
Expiration Date, when the Commitment of each Bank shall cease and all Loans
shall become immediately due and payable in full. The proceeds of the Loans
shall be used by the Borrowers for working capital, general corporate purposes
and acquisitions permitted under the terms of this Agreement.

                  Section 2.02.  Letters of Credit.

                  (a) Documentary Letters of Credit. At the request of a
Borrower (which shall be made at least five (5) Business Days prior to the date,
which shall be a Business Day, on which such Letter of Credit is proposed to be
issued), and pursuant to an Application duly executed by such Borrower, one or
more Documentary Letters of Credit will be issued by the Agent for the account
of such Borrower in an aggregate face amount not exceeding the lesser of (i) an
amount equal to the Borrowing Base at such time minus the aggregate principal
amount of all then outstanding Loans (including the aggregate face amount of
outstanding Letters of Credit, as the same may be changed from time to time by
amendment or otherwise pursuant to the terms thereof) and (ii) $15,000,000 (the
"Documentary Letter of Credit Limit"). The aggregate face amount of outstanding
Documentary Letters of Credit, as the same may be changed from time to time by
amendment or otherwise pursuant to the terms thereof, shall be charged against
the Documentary Letter of Credit Limit and against the total Commitments of the
Banks hereunder. The Banks shall participate in such Documentary Letters of
Credit as provided in Section 2.02(f) hereof.

                  (b) Standby Letters of Credit. At the request of a Borrower
(which shall be made at least five (5) Business Days prior to the date, which
shall be a Business Day, on which such Letter of Credit is proposed to be
issued), and pursuant to an Application duly executed by such Borrower one or
more Standby Letters of Credit will be issued by the Agent for the account of
such Borrower in an aggregate face amount not exceeding the lesser of (i) an
amount equal to the Borrowing Base at such time minus the aggregate principal
amount of all then outstanding Loans (including the aggregate face amount of
outstanding Letters of Credit, as the same may be changed from time to time by
amendment or otherwise pursuant to the terms thereof) and (ii) $15,000,000 (the
"Standby Letter of Credit Limit"). The aggregate face amount of outstanding
Standby Letters of Credit, as the same may be changed from time to time by
amendment or otherwise pursuant to the terms thereof, shall be charged against
the Standby Letter of Credit Limit and against the sum of the Banks'
Commitments. The Banks shall participate in such Standby Letters of Credit as
provided in the Section 2.02(f) hereof.

                  (c) Letter of Credit Fees. In lieu of any letter of credit
fronting fees provided for in the Applications or otherwise, the Borrowers agree
to pay to the Agent (for its own account) upon the issuance of each Standby
Letter of Credit a fee equal to 1/10 of 1% of the face amount of such Standby
Letter of Credit, and the Borrowers further agree to pay to the Agent (for its
own account) from time to time any issuance, amendment, payment, telex, postage
and courier fees, at the Agent's standard rates (a schedule of which has been
provided to the Borrowers), in respect of Letters of Credit. The Borrowers agree
that upon and following the issuance of a Standby Letter of Credit, the Agent
shall be paid a fee per annum, for the account of each Bank in accordance with
such Bank's Percentage Share, based upon the amount of the Standby Letter of
Credit issued, which fee shall be calculated at a rate per annum for each day
equal to the Applicable Margin with respect to the Euro-Rate in effect pursuant
to Section 2.05(h) hereof for such day. Such letter of credit commission shall
be payable on the last Business Day of each calendar quarter, and on the last
date on which any Standby Letter of Credit issued hereunder expires, in each
case for the preceding period from which such fee has not been paid. The
Borrowers agree that upon the issuance of a Documentary Letter of Credit, the
Agent shall be paid (for its own account) a fee equal to 1/2 of 1% of the face
amount of the Documentary Letter of Credit issued; provided, however, that in
the case of the acceptance by the Agent of any time draft with respect to a
Documentary Letter of Credit issued hereunder, the Borrowers agree to pay to the
Agent, for the account of each Bank in accordance with such Bank's Percentage
Share, an acceptance fee per annum based upon the amount of the Documentary
Letter of Credit issued, which acceptance fee shall be calculated at a rate per
annum for each day during the period from the acceptance of such draft through
its maturity equal to the Applicable Margin with respect to the Euro-Rate in
effect pursuant to Section 2.05(h) hereof at the time of the acceptance of any
such time draft.

                  (d) Payments with Respect to Letters of Credit. As to each
Letter of Credit:

                  (i) Reimbursement. The Borrowers shall reimburse the Agent,
         forthwith and otherwise in accordance with the terms of any related
         Application or reimbursement or other like agreement, for any payment
         made by the Agent under a Letter of Credit issued for the benefit of
         such entity. Any such reimbursement to the Agent shall be made
         absolutely and unconditionally and without any set-off, counterclaim or
         reduction and free and clear of any withholding or similar taxes other
         than any tax, levy, impost or duty based, in whole or in part, upon the
         income, revenues or operations of the Agent. The Borrowers shall pay to
         the Agent interest on any unreimbursed portion of each such payment
         made by the Agent from the date of such payment by the Agent until
         reimbursement in full therefor at a rate per annum equal to 2.0% above
         the rate applicable to the Base Rate Option from time to time.

                  (ii) Funding. If at any time the Agent honors a draft drawn
         under a Letter of Credit in accordance with the terms of such Letter of
         Credit and is not reimbursed therefor on the same Business Day, the
         Agent shall promptly notify each other Bank of such payment. Forthwith
         upon and not later than one Business Day after its receipt of such
         notice, each other Bank shall transfer to the Agent, in immediately
         available funds, an amount equal to such other Bank's Percentage Share
         of such payment. If any Bank shall fail to so transfer to the Agent its
         percentage of any unreimbursed payment made by the Agent on account of
         any Letter of Credit, such Bank shall pay to the Agent interest on its
         Percentage Share of such unreimbursed payment from the date of such
         Bank's receipt of such notice from the Agent until payment by such Bank
         of such Percentage Share in full at a rate per annum for each day equal
         to the Federal Funds Effective Rate for such day, such interest rate to
         change automatically from time to time effective as of the date of each
         change in the Federal Funds Effective Rate.

                  (e) Pro Rata Treatment of Payments. If at any time after the
Agent has made a payment on account of any Letter of Credit and has received
from any other Bank such Bank's Percentage of such payment, the Agent shall hold
any reimbursement (in whole or in part) for such payment, any other amount
received from the account party, the Borrowers or any other person in respect of
such payment (including any payment of interest or fees, any payment under any
guarantee of the obligations of the account party and any amount received by way
of set-off, but excluding any funds received by the Agent from any other Bank
pursuant to Section 2.02(d)(ii) hereof), any documents evidencing the right to
reimbursement for such payment for the pro rata benefit of the Agent and any
other Bank from whom the Agent has received such Bank's Percentage Share of such
payment and shall forthwith transfer to such other Bank such other Bank's
Percentage Share of such reimbursement or other amount; provided, however, that
in the event that the receipt by the Agent of such reimbursement or other amount
is found to have been a transfer in fraud of creditors or a preferential payment
under the United States Bankruptcy Code or is otherwise required to be returned
pursuant to a final order of a court of competent jurisdiction, such other Bank
shall, upon demand therefor by the Agent, return to the Agent any portion
thereof previously transferred by the Agent to such other Bank.

                  (f) Participating Interests in Letters of Credit. Subject to
the terms and conditions and relying upon the representations and warranties
herein set forth, effective as of the date hereof in the case of outstanding
Letters of Credit and effective as of the date of issuance of other Letters of
Credit, the Agent agrees to allot and does allot, and each Bank severally and
irrevocably agrees to take and does take, such Bank's Percentage Share of each
such Letter of Credit. Within five Business Days after the issuance of any
Letter of Credit by the Agent under this Agreement, the Agent shall send to each
Bank and to the Borrowers a letter of credit summary substantially in the form
of Exhibit D hereto.

                  Notwithstanding anything to the contrary contained herein, in
any other Loan Document or in any document to be delivered in connection
herewith or therewith, the Borrowers acknowledge and agree that all rights of
the Agent under any Application and any reimbursement or like agreement with
respect to any Letter of Credit shall inure to the benefit of each Bank to the
extent of its Percentage Share as fully as if such Bank was a party to such
Application or such reimbursement or like agreement.

                  The Banks agree that the payment obligations of the Banks
under this Section 2.02 shall be unconditional and irrevocable and shall be paid
strictly in accordance with the terms of this Agreement, under all
circumstances, including without limitation: (A) the validity, enforceability or
genuineness of any instrument or document (or any endorsement thereof) presented
under such Letter of Credit which, upon examination by the Agent and in the
absence of gross negligence or willful misconduct, appears on its face to be in
accordance with the terms and conditions of such Letter of Credit, even if such
instrument or document (or such endorsement) is proven to be invalid,
unenforceable, fraudulent or forged, or (B) any dispute between a Borrower or
the Borrowers and the beneficiary or beneficiaries under such Letter of Credit.

                  (g) Additional Understandings Regarding Letters of Credit. In
order to induce the Agent to establish each Letter of Credit and to induce each
other Bank to take its Percentage Share thereof:

                           (i) The Borrowers agree that neither the Agent nor
         any other Bank shall be responsible or liable for, and the obligation
         of the Borrowers to reimburse the Agent for any payment made by the
         Agent under or in respect of any Letter of Credit shall not be affected
         by (A) the validity, enforceability or genuineness of any instrument or
         document (or any endorsement thereof) presented under such Letter of
         Credit which, upon examination by the Agent and in the absence of gross
         negligence or willful misconduct, appears on its face to be in
         accordance with the terms and conditions of such Letter of Credit, even
         if such instrument or document (or such endorsement) is proven to be
         invalid, unenforceable, fraudulent or forged, or (B) any dispute
         between a Borrower or the Borrowers and the beneficiary or
         beneficiaries under such Letter of Credit;

                           (ii) The Borrowers agree that any action taken or
         omitted to be taken by the Agent in connection with any Letter of
         Credit, if taken or omitted to be taken in good faith and in the
         absence of gross negligence or willful misconduct, shall be binding
         upon the Borrowers and shall not create any liability for the Agent or
         any other Bank to the Borrowers and agrees that no other Bank shall be
         liable to the Borrowers for any such action taken or omitted to be
         taken by the Agent in bad faith or constituting gross negligence or
         willful misconduct;

                           (iii) The Borrowers agree that the provisions of each
         Application and each reimbursement or like agreement in respect of any
         Letter of Credit, including provisions providing for reimbursement to
         the Agent in the event of the imposition or implementation of, or
         increase in, any reserve, special deposit or similar requirement in
         respect of the Letter of Credit relating thereto, shall apply equally
         to each other Bank in respect of its Percentage Share in such Letter of
         Credit as fully as if such Bank was a party to such Application or
         reimbursement or like agreement;

                           (iv) The Borrowers agree that (A) drawings under any
         Letter of Credit issued hereunder may be made only upon presentation of
         an appropriate sight draft or upon presentation of a time draft which
         requires payment at no later than 180 days, (B) no Letter of Credit
         will be issued hereunder at or after the Expiration Date and (C) no
         Letter of Credit will be issued hereunder which expires later than the
         Expiration Date, after giving effect to the foregoing provision for
         time drafts requiring payment not later than 180 days after the
         issuance thereof;

                           (v) Each Bank severally and not jointly agrees to
         reimburse the Agent for all expenses (including, without limitation,
         reasonable counsel fees and the expenses incurred by officers or
         employees of the Agent's asset-based lending division or credit
         recovery group) incurred by the Agent and not reimbursed by the
         Borrowers in enforcing the obligations and liabilities of the Borrowers
         under any Application or other reimbursement agreement relating to a
         Letter of Credit in accordance with such Bank's Percentage Share. Each
         Bank further severally and not jointly agrees to indemnify the Agent
         (to the extent not reimbursed by the Borrowers) against any and all
         other liabilities, obligations, losses, damages, penalties, actions,
         judgments, suits, costs, expenses (including, without limitation,
         reasonable counsel fees and expenses incurred by officers or employees
         of the Agent's asset-based lending division or credit recovery group)
         or disbursements of any kind or nature whatsoever (A) which may at any
         time be imposed on, incurred by or asserted against the Agent in any
         way relating to any Letter of Credit or any action taken or omitted by
         the Agent under or in connection with any of the foregoing, and (B)
         which would not have been imposed on, incurred by or asserted against
         the Agent but for its having entered into any Application; provided,
         however, that the Banks shall in no event be liable for any portion of
         such liabilities, obligations, losses, damages, penalties, actions,
         judgments, suits, costs, expenses and disbursements resulting from the
         gross negligence or willful misconduct of the Agent. In determining
         whether to pay any drawing under a Letter of Credit, the Agent shall
         have no obligation to the Banks other than to confirm in good faith
         that any documents required to be delivered under such Letter of Credit
         appear to have been delivered in compliance and that they appear to
         comply on their face with the requirements of such Letter of Credit.
         The agreements in the three preceding sentences shall survive the
         termination of any Application or this Agreement; and

                           (vi) Each Bank by its execution hereof represents and
         warrants that its participation in Letters of Credit is without
         recourse to the Agent, that it expressly assumes all risk of loss in
         connection with its participation therein as if it had issued said
         Letters of Credit, that it has not relied upon any statement,
         information or representation furnished or made by the Agent and that
         it has made, and will continue to make, its own independent
         investigation, evaluation and analysis of the Borrowers. Except as
         otherwise expressly provided herein, the Agent has no duty or
         responsibility, either initially or on a continuing basis, to provide
         any Bank with any credit, financial or other information with respect
         to the Borrowers, whether coming into its possession prior to the
         issuance of any Letter of Credit or at any time thereafter.

                  (h) Foreign Currency Letters of Credit. Notwithstanding any
other provision of this Agreement:

                           (i) The Borrowers may request Letters of Credit
         denominated in (A) Dollars, and (B) any other freely-available currency
         acceptable to the Agent in its sole discretion.

                           (ii) The amount of any Borrower's reimbursement
         obligations under any Letter of Credit shall be the Dollar Equivalent
         of the amount of the payment by the Agent under any such Letter of
         Credit, determined as of the date of such payment.

                           (iii) If the Agent notifies the Banks of an
         unreimbursed payment under a Letter of Credit pursuant to Section
         2.02(e)(ii), each Bank shall forthwith, and not later than one Business
         Day after its receipt of such notice, transfer to the Agent, in
         immediately available funds, an amount equal to such Bank's Percentage
         Share of the Dollar Equivalent of such unreimbursed payment, determined
         as of the date of such unreimbursed payment.

                           (iv) In addition to the requirements set forth in
                  Sections 2.02(h)(i) - (iii) above, any determination or
                  calculation of any amount of currency, including without
                  limitation the face amount of any Letter of Credit or the
                  amount of any undrawn availability or reimbursement obligation
                  of the Borrower under any Letter of Credit, shall be
                  determined as a Dollar Equivalent.

                  Section 2.03. Making of Revolving Credit Loans. All Loans
shall be made ratably from the Banks in proportion to their respective
Commitments; provided, however, that the failure of any Bank to make a Loan
shall not relieve any other Bank of its obligation to lend hereunder. Whenever
any Borrower desires that the Banks make Loans (including Rollover Loans), such
Borrower shall give to the Agent at its Office at least three (3) Business Days'
notice in the case of a Euro-Rate Loan, two (2) Business Days' notice in the
case of a CD Rate Loan, and notice on the same Business Day in the case of a
Base Rate Loan, of the date, which shall be a Business Day, on which such Loans
are to be made. Each notice (a "Notice of Borrowing") required pursuant to this
Section 2.03 shall be given no later than 11:00 a.m., Pittsburgh time, in the
case of Base Rate Loans, or no later than 10:00 a.m., Pittsburgh time, in the
case of CD Rate Loans or Euro-Rate Loans, on the last date permitted for such
Notice of Borrowing, shall be signed by a Responsible Officer of such Borrower,
and shall state (a) the date on which the Loan is to be made, (b) the amount of
the Loan, which shall be the sum of the principal amounts selected pursuant to
subsection (c) of this Section 2.03 and, (c) the Interest Rate Option or Options
selected in accordance with Section 2.05(a) hereof and the principal amounts of
Portions selected in accordance with Section 2.05(c) hereof and, in the case of
a Euro-Rate Portion or a CD Rate Portion, the Euro-Rate Funding Period or CD
Rate Funding Period, as the case may be. Each Notice of Borrowing shall be
irrevocable and shall be written, telecopied, by telephone confirmed in writing
or by electronic request. The rights and obligations of the parties set forth in
this Agreement, including without limitation all representations, warranties and
covenants, shall not be affected by the medium chosen by such Borrower to make a
Loan request, except that such Borrower assumes all liability for any and all
losses, liabilities, obligations, costs or damages ("Losses") arising from the
chosen medium, including without limitation, in the case of electronic Loan
requests, any Losses arising from transmission errors, delayed transmissions,
transmissions not received or unauthorized transmissions. The Agent shall
promptly give telecopied or telexed notice or telephoned notice confirmed in
writing to each Bank of its Percentage Share and the date of such borrowings. On
the date specified in such Notice of Borrowing, each Bank shall make the
proceeds of its Loan available at the Office of the Agent, no later than 12:00
noon, Pittsburgh time, in immediately available funds, and upon fulfillment of
all applicable conditions set forth herein (and against delivery to the Agent of
an appropriate Note for the initial Loans, with payment schedules attached
thereto, for each Bank, payable to the order of such Bank as provided in Section
2.04 hereof), the Agent shall pay or deliver the proceeds of the borrowing to or
upon the order of such Borrower. Upon making the initial Loans, the Agent shall
deliver each such Note to or upon the order of the Bank to, which it is payable.

                  Section 2.04. Notes. The obligations of the Borrowers to repay
the aggregate unpaid principal amount of the Loans made by the Banks shall be
evidenced by three amended and restated promissory notes of the Borrowers
payable to the respective Banks in the aggregate amount of each Bank's
Commitment, dated the date of this Agreement (hereinafter called a "Note" or the
"Notes") in substantially the form attached hereto as Exhibit A with the blanks
appropriately filled, payable at the Office of the Agent to the order of each
Bank in a face amount equal to each Bank's initial Commitment, and bearing
interest as provided in Section 2.05 hereof and in said form of Note, and
maturing as provided in said form of Note. Each Note of the Borrowers payable to
each Bank shall be dated, and shall be delivered to the Agent on behalf of such
Bank, on or prior to the date of the initial Loans to any Borrower hereunder.
Each holder shall, and is hereby authorized by the Borrowers to, endorse on the
schedule annexed to its Note an appropriate notation evidencing the date and
amount of each Loan made by such Bank as well as the date and amount of each
payment by the Borrowers with respect thereto; provided, however, that the
failure to make any such notation shall not limit or otherwise affect the
obligations of the Borrowers under any such Note.

                  Section 2.05.  Interest Rates.

                  (a) Interest Rate Options. Each Borrower agrees to pay
interest upon the unpaid principal balance of the Loans disbursed and
outstanding from time to time on a basis selected by such Borrower from one of
the three interest rate options set forth below (each an "Interest Rate Option"
and, collectively, the "Interest Rate Options"), it being understood that
subject to the provisions of this Agreement, such Borrower may select any number
of such Interest Rate Options to apply simultaneously to different parts of a
Loan and may select any number of different Funding Segments to apply
simultaneously to different parts of the Euro-Rate Portion of a Loan:

                  (i) Base Rate Option. Interest shall accrue on Base Rate Loans
         at a rate per annum for each day equal to the Base Rate for such day
         plus the Applicable Margin for such day.

                  Loans accruing interest pursuant to the Base Rate Option shall
         be referred to herein as "Base Rate Portions". The rate of interest on
         Base Rate Portions shall be calculated on the basis of a year of 365 or
         366 days, as the case may be, and shall change automatically from time
         to time effective on and as of the effective date of each change in the
         Base Rate. The Agent shall promptly notify the Borrowers and each Bank
         of any such change in the Base Rate and the effective date thereof;
         however, any failure of the Agent to so notify shall not relieve the
         Borrowers of their obligations hereunder or under the Notes.

                  (ii) CD Rate Option. Interest shall accrue on CD Rate Loans at
         a rate per annum (based on a year of 360 days and actual days elapsed)
         for each day at a rate equal to the CD Rate plus the Applicable Margin
         for such day.

                  "CD Rate" for any day, as used herein, shall mean for each
         Funding Segment of the CD Rate Portion corresponding to a proposed or
         existing CD Rate Funding Period the rate per annum determined by the
         Agent by adding:

                           (A) the rate per annum obtained by dividing (the
         resulting quotient to be rounded upward to the nearest 1/100 of 1%) (1)
         the rate of interest (which shall be the same for each day in such CD
         Rate Funding Period) determined in good faith by the Agent in
         accordance with its usual procedures (which determination shall be
         conclusive absent manifest error) to be the average of the secondary
         market bid rates at or about 11:00 a.m., Pittsburgh time, on the first
         day of such CD Rate Funding Period by dealers of recognized standing in
         negotiable certificates of deposit for the purchase at face value of
         negotiable certificates of deposit of the Agent for delivery on such
         day in amounts comparable to such Funding Segment and having maturities
         comparable to such CD Rate Funding Period by (2) a number equal to 1.00
         minus the CD Rate Reserve Percentage; and

                           (B) the Assessment Rate.

                  The "CD Rate" described in this Section 2.05(a)(ii) may also
be expressed by the following formula:

                    [average of the secondary market]
                    [bid rates determined by the Agent]
                    [per subsection (ii)(A)(1) of this]
CD Rate =           [Section 2.05(a)                  ] + Assessment  Rate
                  -------------------------------------------------------
                    [1.00 - CD Rate Reserve Percentage]

                  The "CD Rate Reserve Percentage" for any day is the maximum
         effective percentage (expressed as a decimal, rounded upward to the
         nearest 1/100 of 1%), as determined in good faith by the Agent (which
         determination shall be conclusive absent manifest error), which is in
         effect on such day as prescribed by the Board of Governors of the
         Federal Reserve System (or any successor) for determining the reserve
         requirements (including without limitation supplemental, marginal and
         emergency reserve requirements) for a member bank of such system in
         respect of nonpersonal time deposits in Dollars in the United States.
         The CD Rate shall be adjusted automatically as of the effective date of
         each change in the CD Rate Reserve Percentage.

                  The "Assessment Rate" for any day is the rate per annum
         (rounded upward to the nearest 1/100 of 1%) determined in good faith by
         the Agent in accordance with its usual procedures (which determination
         shall be conclusive absent manifest error) to be the maximum effective
         assessment rate per annum payable by a bank insured by the Federal
         Deposit Insurance Corporation (or any successor) for such day for
         insurance on Dollar time deposits, exclusive of any credit allowed
         against such annual assessment on account of assessment payments made
         or to be made by such bank. The CD Rate shall be adjusted automatically
         as of the effective date of each change in the Assessment Rate.

                  The Agent shall give prompt notice to the Borrowers of the CD
         Rate so determined or adjusted, which determination or adjustment shall
         be conclusive if made in good faith and absent manifest error.

                           (iii) Euro-Rate Option. Interest shall accrue on
         Euro-Rate Loans at a rate per annum (based on a year of 360 days and
         actual days elapsed) for each day at a rate equal to the Euro-Rate plus
         the Applicable Margin for such day.

                           "Euro-Rate" as used herein shall mean, for each
         Funding Segment of a proposed or existing Euro-Rate Portion of the
         Loans corresponding to a proposed or existing Euro-Rate Funding Period,
         the rate per annum obtained by dividing (the resulting quotient to be
         rounded upward to the nearest 1/100 of 1%) (A) the rate per annum
         (which shall be the same for each day in such Euro-Rate Funding Period)
         determined in good faith by the Agent in accordance with its usual
         procedures (which determination shall be conclusive absent manifest
         error) to be the average of the rates per annum for deposits in Dollars
         offered to the Agent in the London interbank market at approximately
         11:00 a.m., London time, two (2) Business Days prior to the first day
         of such Euro-Rate Funding Period for delivery on the first day of such
         Euro-Rate Funding Period in amounts comparable to such Funding Segment
         and having maturities comparable to such Euro-Rate Funding Period by
         (B) a number equal to 1.00 minus the Euro-Rate Reserve Percentage.

                  The "Euro-Rate" may also be expressed by the following
formula:

                              [average of the rates offered to          ]
                              [the Agent estimated                      ]
                              [by the Agent per subsection              ]
         Euro-Rate  =  [(iii) of this Section 2.05(a)           ]
                              [1.00 - Euro-Rate Reserve Percentage)]

                  The "Euro-Rate Reserve Percentage" for any Euro-Rate Funding
         Period for each Bank's Euro-Rate Loan applicable to such Euro-Rate
         Funding Period bearing interest as provided in this Section
         2.05(a)(iii) is that percentage which is specified on the first day of
         such Euro-Rate Funding Period in Regulation D of the Board of Governors
         of the Federal Reserve System (or any successor) for determining the
         maximum reserve requirement with respect to Eurocurrency Liabilities
         (as defined in such Regulation D), but only to the extent demonstrated
         to have been actually incurred by such Bank, such Bank's determination
         thereof to be conclusive in the absence of manifest error.

                  The Agent shall give prompt notice to the Borrowers of the
         Euro-Rate so determined, which determination shall be conclusive if
         made in good faith and absent manifest error.

                  (b) Funding Periods. At any time when a Borrower shall select,
convert to or renew the CD Rate Option, Euro-Rate Option or Base Rate Option to
apply to any part of the Loans, such Borrower shall fix one or more periods
during which such Option shall apply, such periods (the "Funding Periods") being
set forth in the chart below:

         Interest Rate Option                        Available Funding Periods

         CD Rate Option 30, 60 or 90 days or other period as agreed to
         among such Borrower, the Agent and the Banks ("CD Rate Funding
         Period")


         Euro-Rate Option One, two, three or six month or other period
         as agreed to among such Borrower, the Agent and the Banks
         ("Euro-Rate Funding Period")

         Base Rate Option  One (1) day

The selection of Funding Periods shall be subject to the following limitations:

                  (i) Each CD Rate Funding Period which would otherwise end on a
         day which is not a Business Day shall be extended to the next
         succeeding Business Day.

                  (ii) The initial Euro-Rate Funding Period for any Euro-Rate
         Portion shall begin on the day the Euro-Rate Portion is made (including
         the day of any conversion from another Interest Rate Option to a
         Euro-Rate Portion) and each renewed Euro-Rate Funding Period thereafter
         in respect of such Euro-Rate Portion shall begin on the day upon which
         the next preceding Euro-Rate Funding Period expires. Interest payable
         with respect to any Euro-Rate Funding Period shall include the first
         day, but not the last day, of such Funding Period, provided that (to
         the extent not repaid on such last day) interest under another Interest
         Rate Option is accruing on and after the last day on the Funding
         Segment in respect of which a Euro-Rate Funding Period is terminating.

                  (iii) If any Euro-Rate Funding Period would otherwise end on a
         day which is not a Business Day, such Euro-Rate Funding Period shall
         expire on the next succeeding Business Day unless such next succeeding
         Business Day falls in another calendar month, in which case such
         Euro-Rate Funding Period shall end on the next preceding Business Day.

                  (iv) a Borrower may not fix a Funding Period that would end
after the Expiration Date.

Each Loan made hereunder shall mature, and the principal amount thereof shall
become due and payable, on the last day of each CD Rate Funding Period,
Euro-Rate Funding Period or Base Rate Funding Period (each such date being
referred to herein as a "Funding Period Maturity Date") for such Loan.

                  (c) Transactional Amounts. Every selection of, conversion
from, conversion to or renewal of an Interest Rate Option and every payment in
respect of the Loans (other than a payment in full) shall be in a principal
amount such that after giving effect thereto the principal amount of each
Portion of the Loans or of each Funding Segment of such Portion of the Loans, as
the case may be, shall be as set forth in the table below:

Portion or Funding Segment                 Allowable Principal Amounts
Base Rate Portion                          $100,000 minimum;

Each Funding Segment of the                $1,000,000 or an integral
CD Rate Portion                            multiple thereof; and

Each Funding Segment                       $1,000,000 or an integral
of the Euro-Rate Portion                   multiple thereof.


            (d)      CD Rate or Euro-Rate Unascertainable; Impracticability  If:

            (i) on any date on which a CD Rate or a Euro-Rate would
   otherwise be set a Bank shall have in good faith determined (which good
   faith determination shall be conclusive) that:

                           (A)      adequate and reasonable means do not exist
for ascertaining such CD Rate or Euro-Rate, or

                           (B) a contingency has occurred which materially and
         adversely affects the secondary market for negotiable certificates of
         deposit maintained by dealers of recognized standing or the interbank
         eurodollar market, as the case may be, or

                           (C) the effective cost to such Bank of funding a
         proposed Funding Segment of a CD Rate Portion or a Euro-Rate Portion of
         the Loans from a Corresponding Source of Funds shall exceed the CD Rate
         or the Euro-Rate, as the case may be, applicable to such Funding
         Segment, or

                  (ii) at any time a Bank shall have determined in good faith
         (which good faith determination shall be conclusive) that the making,
         maintenance or funding of any part of a CD Rate Portion or a Euro-Rate
         Portion of the Loans has been made impracticable or unlawful by (A) the
         occurrence of a contingency which materially and adversely affects the
         interbank eurodollar market, or (B) compliance by such Bank or a
         Notional Euro-Rate Funding Office in good faith with any Law or
         guideline or interpretation or administration thereof by any Official
         Body charged with the interpretation or administration thereof or with
         any request or directive of any such Official Body (whether or not
         having the force of Law);

then, and in any such event, such Bank (a "Terminating Bank") may notify the
Borrower and the Agent of such determination. Upon such date as shall be
specified in such notice (which shall not be earlier than the date such notice
is given) the obligation of the Terminating Bank to allow the Borrower to
select, convert to or renew the CD Rate Option or the Euro-Rate Option, as the
case may be, shall be suspended until the Terminating Bank shall have later
notified the Borrower of the Terminating Bank's determination in good faith
(which good faith determination shall be conclusive) that the circumstances
giving rise to such previous determination no longer exist.

                  If the Terminating Bank notifies the Borrower of a
determination under this Section 2.05(d) with respect to the maintenance of any
part of the CD Rate Portion or the Euro-Rate Portion of the Loans, as the case
may be, the Borrower shall, as to such part of the CD Rate Portion or the
Euro-Rate Portion of the Loans, as the case may be, on the date specified in
such notice either convert such Portion of the Loans to the Base Rate Option in
accordance with Section 2.05(e) hereof or prepay such Portion of the Loans in
accordance with Section 2.06 hereof. Absent due notice from the Borrower of
conversion or prepayment the CD Rate Portion or the Euro-Rate Portion of the
Loans, as the case may be, shall automatically be converted to the Base Rate
Option upon such specified date.

                  If at the time the Terminating Bank makes a determination
under this Section 2.05(d) the Borrower has previously notified the Agent that
the Borrower wishes to select, convert to or renew the CD Rate Option or the
Euro-Rate Option, as the case may be, but such Option has not yet gone into
effect, such notification shall be deemed to provide for selection, conversion
to or renewal of the Base Rate Option instead of the CD Rate Option or Euro-Rate
Option, as the case may be.

                  (e) Conversion or Renewal. Subject to the provisions of
Sections 2.05(c) and (d) hereof, a Borrower may convert any part of the Loans
from any Interest Rate Option or Options to one or more different Interest Rate
Options and may renew the CD Rate Option or the Euro-Rate Option as to any
Funding Segment of a CD Rate Portion or a Euro-Rate Portion of the Loans:

                           (i)       at any time with respect to conversion from
 the Base Rate Option;

                           (ii) at the expiration of any Funding Period with
         respect to conversions from or renewals of the CD Rate Option or
         Euro-Rate Option, as the case may be, as to the Funding Segment
         corresponding to such expiring Funding Period; or

                           (iii) on the date specified in a notice by a
         Terminating Bank pursuant to Section 2.05(d) hereof with respect to
         conversions from the CD Rate Option or Euro-Rate Option, as the case
         may be.

Whenever a Borrower desires to convert or renew any Interest Rate Option or
Options, the Borrower shall provide to the Agent at its Office a notice (a
"Notice of Conversion" or "Notice of Renewal," respectively) setting forth the
following information:

                           (iv) the date, which shall be a Business Day (not
         earlier than the second Business Day after such notice is given, in the
         case of a conversion to or renewal of a Euro-Rate Option), on which the
         proposed conversion or renewal is to be made;

                           (v) the principal amounts selected in accordance with
         Section 2.05(c) hereof of the Base Rate Portion, and each Funding
         Segment of the CD Rate Portion or Euro-Rate Portion of the Loans, as
         the case may be, to be converted from or renewed;

                           (vi) the Interest Rate Option or Options selected in
         accordance with Section 2.05(a) hereof and the principal amounts
         selected in accordance with Section 2.05(c) of the Base Rate Portion,
         and each Funding Segment of the CD Rate Portion or Euro-Rate Portion of
         the Loans, as the case may be, to be converted to or renewed; and

                           (vii) with respect to each Funding Segment of a Loan
         to be converted to or renewed, the Funding Period selected in
         accordance with Section 2.05(b) hereof to apply to such Funding
         Segment.

Notice of Conversion or Notice of Renewal having been so provided, after the
date specified in such Notice interest shall be calculated upon the principal
amount of the Loans as so converted or renewed. Interest on the principal amount
of any part of the Loans required to be converted or renewed (automatically or
otherwise) shall be due and payable on the conversion or renewal date.

                  (f) Failure to Convert or Renew. Absent due notice from a
Borrower of conversion or renewal in the circumstances described in Section
2.05(e) hereof, any part of the CD Rate Portion or Euro-Rate Portion of the
Loans for which such notice is not received automatically shall be converted to
the Base Rate Option on the last day of the expiring Funding Period. Any part of
the Base Rate Portion of the Loans which is outstanding on the applicable
Funding Period Maturity Date shall be renewed automatically under the Base Rate
Option on the last day of the expiring Funding Period.

                  (g) Effect of Funding Periods on Loan Maturities. Without
limiting the effects of Article VI hereof, each Loan hereunder shall mature and
the principal amount thereof shall become due and payable on the applicable
Funding Period Maturity Date. On each day on which a Loan so matures, a Borrower
may request that a Rollover Loan be made in the same principal amount by
exercising its rights to convert or renew the applicable Interest Rate Option
under Section 2.05(e) hereof for such principal amount; provided, however, that
(i) the making of each such Rollover Loan shall be subject to the conditions set
forth in Section 4.02 hereof, and (ii) the proceeds of each Rollover Loan shall
simultaneously and automatically be applied on the applicable Funding Period
Maturity Date to the payment of the principal of such Loan maturing on such
Funding Period Maturity Date.

                  (h) Changes in Interest Rates; Consolidated Total Indebtedness
to EBITDA Ratio. The Applicable Margin for any day and for each type of Loan
shall be determined with reference to the Consolidated Total Indebtedness to
EBITDA Ratio for the period of four consecutive fiscal quarters most recently
completed prior to such day, as follows:

Consolidated Total Indebtedness             Applicable Margin
to EBITDA Ratio (X)                      Base RateCD Rate    Euro-Rate

      X > 4.25                             0.125%   1.675%   1.675%
      3.75 < X < 4.25                      0.000%   1.375%   1.375%
               -
      3.25 < X < 3.75                      0.000%   1.225%   1.225%
               -
      2.75 < X < 3.25                      0.000%   1.025%   1.025%
               -
      2.00 < X < 2.75                      0.000%   0.825%   0.825%
               -
      1.25 < X < 2.00                      0.000%   0.725%   0.725%
               -
      X < 1.25                             0.000%   0.575%   0.575%
        -

provided, that, if the Borrowing Base is in effect during a month, and the
Borrowing Base to Debt Ratio is less than 1.15 to 1.00 for that month, a
utilization fee of 0.125% shall be added to the Applicable Margin for each day
during that month.

                  The Borrowers shall provide evidence of the Consolidated Total
Indebtedness to EBITDA Ratio to the Agent and the Banks within twenty days of
the end of each fiscal quarter.

                  Section 2.06. Prepayment of Loans. Subject to the provisions
of Section 2.08(b) hereof, a Borrower shall have the right at the Borrower's
option from time to time to pay the Loans in whole or part:

                  (a) with respect to any part of the Base Rate Portion, at any
time without premium or penalty; provided, however, that the minimum prepayment
amount with respect to payment of a Base Rate Portion shall be $100,000;

                  (b)      with respect to payment of any Funding Segment of the
 CD Rate Portion or the Euro-Rate Portion of the Loans:

                           (i)  at the expiration of any CD Rate Funding Period
or Euro-Rate Funding Period without premium or penalty;

                           (ii) on the date specified in a notice by a
         Terminating Bank pursuant to Section 2.05(d) hereof, with respect to
         any part of the CD Rate Portion or the Euro-Rate Portion, without
         premium or penalty; or

                           (iii) at any time prior to the expiration of any CD
         Rate Funding Period or any Euro-Rate Funding Period, as the case may
         be, by giving not less than five (5) Business Days' prior telecopied or
         telexed notice or telephone notice confirmed in writing to such effect
         to the Agent; provided, however, that in such event the Borrower shall
         forthwith pay to the Agent for the ratable account of the Banks an
         amount equal to the sum of any costs, expenses and lost profits
         incurred by any of the Banks as a result of such voluntary prepayment,
         as determined in the sole discretion of the Banks;

provided, however, that the minimum prepayment amount with respect to payment or
prepayment of the Funding Segment of the CD Rate Portion or the Euro-Rate
Portion shall be $1,000,000 and any prepayment amounts in excess of $1,000,000
shall be integral multiplies of $500,000.

                  Section 2.07.  Payments.

                  (a) Interest Payment Dates. Interest on the Loans shall be due
and payable monthly in arrears on the first day of each month and on the
Expiration Date. After maturity of any part of the Loans by demand or otherwise,
interest on such part of the Loans shall be due and payable on demand.

                  (b) Principal Payment Dates. Loans shall be due and payable on
the Expiration Date without demand or, after the occurrence of an Event of
Default, immediately upon demand made by the Agent and the Banks at any time
under Section 6.02(a) hereof or automatically under Section 6.02(b) hereof, as
the case may be.

                  (c) Place, Time and Amounts. All payments to be made in
respect of principal, interest, Facility Fees, Administrative Fee, or other
charges or amounts due from a Borrower hereunder shall be payable at the Agent's
Office at 12:00 Noon, Pittsburgh time, on the day when due without presentment,
demand, protest or notice of any kind, all of which are hereby expressly waived,
and an action therefor shall immediately accrue. Such payments shall be made to
the Agent in Dollars in immediately available funds without setoff, counterclaim
or other deduction of any nature. After the principal amount of any part of the
Base Rate Portion of the Loans shall have become due (by acceleration or by
maturity at the Expiration Date, but excluding Funding Period Maturity Dates),
such amounts shall bear interest for each day until paid (before and after
judgment), payable on demand, at a rate per annum (based on a year of 365 or 366
days, as the case may be) equal to two percent (2%) above the Prime Rate in
effect on each such day, such interest rate to change automatically from time to
time effective on and as of the effective date of each change in the Prime Rate.
After the principal amount of any part of the CD Rate Portion or the Euro-Rate
Portion of the Loans shall have become due (by acceleration or by maturity at
the Expiration Date, but excluding Funding Period Maturity Dates), such amounts
shall bear interest for each day until paid (before and after judgment), payable
on demand, (i) until the end of the applicable then current Funding Period at a
rate per annum equal to two percent (2%) above the rate otherwise applicable to
such amounts and (ii) thereafter in accordance with the immediately preceding
sentence. All payments to the Agent shall be made in the amount due, absolutely
free, clear and net of any charges, taxes or other amounts withheld.

                Section 2.08.  Additional Compensation in Certain Circumstances.

                  (a) Compensation for Taxes, Reserves and Expenses on
Outstanding Loans. If any Law or guideline or interpretation or application
thereof by any Official Body charged with the interpretation or administration
thereof or compliance with any request or directive of any central bank or other
Official Body (whether or not having the force of Law):

                           (i) subjects any Bank (including the Agent) or any
         Notional Euro-Rate Funding Office to any tax, or changes the basis of
         taxation with respect to this Agreement, the Notes, the Loans, or
         payments by a Borrower of principal, interest or other amounts due from
         such Borrower hereunder or under the Notes (except for taxes on the
         overall net income of such Bank or such Notional Euro-Rate Funding
         Office imposed by the jurisdiction in which such Bank's principal
         executive office or Notional Euro-Rate Funding Office is located);

                           (ii) imposes, modifies or deems applicable any
         reserve, special deposit or similar requirement against assets held by,
         credit extended by, deposits with or for the account of, or other
         acquisition of funds by, any Bank or any Notional Euro-Rate Funding
         Office (other than requirements expressly included herein in the
         determination of the CD Rate or Euro-Rate, as the case may be,
         hereunder); or

                           (iii) imposes upon any Bank or any Notional Euro-Rate
         Funding Office any other condition or expense with respect to this
         Agreement, the Notes, the Commitment, or its making, maintenance or
         funding of any part of the Loans, including, without limitation, any
         capital adequacy or similar requirement;

and the result of any of the foregoing is to increase the cost to, reduce the
income receivable by, or impose any expense upon any Bank or any Notional
Euro-Rate Funding Office with respect to this Agreement, the Notes, or the
making, maintenance or funding of any part of the Loans by an amount which any
Bank deems to be material (such Bank being deemed for this purpose to have made,
maintained or funded each Funding Segment of the CD Rate Portion and the
Euro-Rate Portion of the Loans from a Corresponding Source of Funds), such Bank
shall from time to time notify such Borrower of the amount determined in good
faith (using any averaging and attribution methods employed in good faith) by
such Bank (which determination shall be conclusive) to be necessary to
compensate such Bank or such Notional Euro-Rate Funding Office for such increase
in cost, reduction in income or additional expense. Such amount shall be due and
payable by such Borrower to such Bank ten (10) Business Days after such notice
is given. Such notice shall be given to such Borrower within a reasonable time
following such Bank's determination of the amount owed.

                  (b) Indemnity. In addition to the compensation required by
Section 2.08(a) hereof, a Borrower shall indemnify the Banks against any loss or
expense (including loss of margin) which any Bank has sustained or incurred as a
consequence of any:

                           (i) payment, prepayment or conversion (other than a
         prepayment or conversion made pursuant to Section 2.05(d) hereof) of
         any part of any Funding Segment of the CD Rate Portion or the Euro-Rate
         Portion of the Loans on a day other than the last day of the
         corresponding Funding Period (whether or not such payment, prepayment
         or conversion is mandatory or automatic and whether or not such payment
         or prepayment is then due);

                           (ii) attempt by such Borrower to revoke (expressly,
         by later inconsistent notices or otherwise) in whole or part any notice
         stated herein to be irrevocable (any Bank having in its sole discretion
         the option (A) to give effect to such attempted revocation and obtain
         indemnity under this Section 2.08(b) or (B) to treat such attempted
         revocation as having no force or effect, as if never made); or

                           (iii) default by such Borrower in the performance or
         observance of any covenant or condition contained in this Agreement or
         the Notes or any other Loan Document, including without limitation any
         failure of such Borrower to pay when due (by acceleration or otherwise)
         any principal, interest or any other amount due hereunder or under the
         Notes or any other Loan Document.

If any Bank sustains or incurs any such loss or expense it shall from time to
time notify such Borrower of the amount determined in good faith by such Bank
(which determination shall be conclusive absent manifest error) to be necessary
to indemnify such Bank for such loss or expense (such Bank being deemed for this
purpose to have made, maintained or funded each Funding Segment of the CD Rate
Portion and the Euro-Rate Portion from a Corresponding Source of Funds). Such
amount shall be due and payable by such Borrower to such Bank ten (10) Business
Days after such notice is given. Such notice shall be given to such Borrower
within a reasonable time following such Bank's determination of the amount owed.

                  Section 2.09.  Funding by Branch, Subsidiary or Affiliate.

                  (a) Notional Funding. Any Bank shall have the right from time
to time, prospectively or retrospectively, without notice to the Borrowers, to
deem any branch, subsidiary or affiliate of such Bank to have made, maintained
or funded any part of the Euro-Rate Portion of the Loans at any time. Any
branch, subsidiary or affiliate so deemed shall be known as a "Notional
Euro-Rate Funding Office." Any Bank shall deem any part of the Euro-Rate Portion
of the Loans or the funding therefor to have been transferred to a different
Notional Euro-Rate Funding Office if such transfer would avoid or cure an event
or condition described in Section 2.05(d) hereof or would lessen any
compensation or indemnity payable to such Bank under Section 2.08 hereof, and if
such Bank determines in its sole discretion that such transfer would be
practicable and would not have a material adverse effect on such part of the
Loans, such Bank or any Notional Euro-Rate Funding Office (it being assumed for
purposes of such determination that each part of the Euro-Rate Portion of the
Loans is actually made or maintained by or funded through the corresponding
Notional Euro-Rate Funding Office). Notional Euro-Rate Funding Offices may be
selected by each Bank without regard to such Bank's actual methods of making,
maintaining or funding the Loans or any sources of funding actually used by or
available to such Bank.

                  (b) Actual Funding. Any Bank shall have the right from time to
time to make or maintain any part of the Euro-Rate Portion of the Loans by
arranging for a branch, subsidiary or affiliate of such Bank to make or maintain
such part of the Euro-Rate Portion of the Loans. Any Bank shall have the right
to (i) hold any applicable Note payable to its order for the benefit and account
of such branch, subsidiary or affiliate or (ii) request the Borrowers to issue
one or more promissory notes in the principal amount of such part of the
Euro-Rate Portion of the Loans in substantially the form attached hereto as
Exhibit A, with the blanks appropriately filled, payable to such branch,
subsidiary or affiliate and with appropriate changes reflecting that the holder
thereof is not obligated to make any additional Loans to the Borrowers. The
Borrowers agree to comply promptly with any request under subsection (ii) of
this Section 2.09(b). If any Bank causes a branch, subsidiary or affiliate to
make or maintain any part of the Loans hereunder, all terms and conditions of
this Agreement shall, except where the context clearly requires otherwise, be
applicable to such part of the Loans and to any note payable to the order of
such branch, subsidiary or affiliate to the same extent as if such part of the
Euro-Rate Portion of the Loans were made or maintained by such Bank and Such
note were a Note payable to such Bank's order.

                  Section 2.10.  Fees; Termination or Reduction of Commitments.

                  (a)      Fees

                           (i) Upfront Fee. The Borrowers agree to pay to the
         Agent, for the account of each Bank in accordance with such Bank's
         Percentage Share, as consideration for each Bank's agreement to amend
         and restate the Second Amended and Restated Loan Agreement, a fee
         payable on the date of the execution and delivery of this Third Amended
         and Restated Loan Agreement in an amount equal to (A) 0.125% of the
         aggregate $45,000,000 Commitment of the Banks under the Second Amended
         and Restated Credit Agreement, plus (B) 0.250% of the incremental
         $25,000,000 Commitment of the Banks under this Agreement (such
         incremental Commitment being equal to the difference between the
         aggregate Commitment of the Banks under this Agreement and the
         aggregate Commitment of the Banks under the Second Amended and Restate
         Loan Agreement).

                           (ii) Facility Fees. The Borrowers agree to pay to the
         Agent, for the account of each Bank in accordance with such Bank's
         Percentage Share, as consideration for each Bank's Commitment
         hereunder, for each day during the period from the date hereof through
         and including the Expiration Date, fees (the "Facility Fees"), payable
         quarterly in arrears on the last day of each fiscal quarter, on the
         average daily amount of the sum of the Banks' Commitments (whether
         borrowed or unborrowed) at a rate per annum (based on a year of 365 or
         366 days, as the case may be) determined with reference to the
         Consolidated Total Indebtedness to EBITDA Ratio for the period of four
         consecutive fiscal quarters most recently completed prior to such day,
         as follows:

                  Consolidated Total Indebtedness
                  to EBITDA Ratio (X)                    Fee Rate
                  -----------------------------------------------
                       X > 4.25                           0.70%
                       3.75 < X < 4.25                    0.50%
                                -
                       3.25 < X < 3.75                    0.40%
                                -
                       2.75 < X < 3.25                    0.35%
                                -
                       2.00 < X < 2.75                    0.30%
                                -
                       1.25 < X < 2.00                    0.25%
                                -
                       X < 1.25                           0.20%
                         -

                           (iii) Administration Fee. As a consideration for the
         Agent's administration of the credit facility contemplated by this
         Agreement, the Borrowers agree to pay to the Agent for the Agent's own
         account an administration fee ("Administration Fee") in an amount, and
         at such times, as set forth in a letter from Agent to Borrower dated on
         or about the date of this Agreement.

                  Reduction/Termination of Commitments.

                       The aggregate Commitments automatically shall be reduced
         at such times and by such amounts as specified in Section 2.01 hereof.

                           (ii) The Borrowers may at any time or from time to
         time terminate in whole or reduce ratably the Commitments of the Banks
         hereunder to an amount not less than the aggregate principal amount of
         the Loans then outstanding, by giving not less than five (5) Business
         Days' prior telecopied or telexed notice or telephoned notice confirmed
         in writing to such effect to the Agent, provided that any such
         reduction shall be in the aggregate amount of $1,000,000 or an integral
         multiple thereof.

                           (iii) After each such termination or reduction, the
         Facility Fees payable hereunder shall be calculated upon the
         Commitments of the Banks as so reduced. The Facility Fees shall be paid
         quarterly on the last day of each fiscal quarter after the date hereof
         to and including the Expiration Date of the Commitments and on the date
         of each termination or reduction of the Banks' Commitments on the
         amount so terminated or reduced, for the preceding period for which
         such fee has not been paid.

                  Section 2.11.  Extension of Expiration Date.

                  (a) Request for Extension. Not more than 120 days, but not
later than the date 60 days, prior to the second Anniversary Date, the Borrowers
may, at their option, in a written notice to the Agent request (an "Extension
Request") that the Expiration Date be extended for a period of one year. The
Agent shall promptly inform the Banks of such Extension Request. Each Bank that
agrees with such Extension Request shall deliver to Agent its express written
consent hereto no later than 30 days prior to such Anniversary Date. Each Bank
shall have the right to withhold such consent in its sole discretion, and such
consent may be withheld regardless of whether any prior consent to any extension
has been given by any Bank.

                  (b) Extension. If all of the Banks shall have consented to any
such Extension Request, Agent shall so notify the Borrowers and then as of 5:00
p.m. Pittsburgh time, on the date which is 1 day prior to such Anniversary Date
the Expiration Date shall be deemed to have been extended for, and shall be the
date, one year after the then effective Expiration Date.

                  (c) Additional Extension. Regardless of whether the Borrowers
provide an Extension Request prior to the second Anniversary Date, or whether
the Banks consent to any such Extension Request, the foregoing procedure may be
followed with respect to a one-year extension requested by the Borrowers not
more than 120 days, but not later than the date 60 days, prior to the third
Anniversary Date; provided that any Extension Request made by the Borrowers
shall be subject to the consent of all of the Banks, which consent may be
withheld by any Bank in its sole discretion, and which consent may be withheld
regardless of whether any prior consent to any extension has been given by any
Bank.


                                   ARTICLE III

                         REPRESENTATIONS AND WARRANTIES

                  Each of Foster and Natmaya, in addition to its other
representations and warranties contained herein or made pursuant hereto, hereby
represents and warrants to the Agent and each of the Banks that:

                  Section 3.01. Organization and Qualification. Each of Foster
and its Subsidiaries and each Guarantor is a corporation duly organized, validly
existing and in good standing under the laws of its state of incorporation, and
duly qualified to do business as a foreign corporation and in good standing in
each jurisdiction in which the nature of Foster's, its Subsidiaries' and each
Guarantor's activities or ownership (or leasing) of property, or both makes such
qualification or licensing necessary and where the failure to be so qualified or
licensed would have a material adverse effect on the financial condition or
business of Foster, any Subsidiary or any Guarantor (as the case may be).

                  Section 3.02. Power and Authority. Each of Foster and its
Subsidiaries and each Guarantor has corporate power and authority to make and
carry out this Agreement and the Loan Documents to which Foster, any Subsidiary
and any Guarantor are a party, and that Foster and Natmaya have the corporate
power and authority to make the borrowings provided for herein, and to perform
its obligations hereunder and under the other Loan Documents and under the
Notes; and all such action has been duly authorized by all necessary corporate
proceedings on the part of Foster, Natmaya and each Guarantor. Foster and each
Subsidiary have all requisite corporate power and authority to own and operate
their respective properties and to carry out their respective businesses as now
conducted and as presently contemplated to be conducted.

                  Section 3.03. Financial Statements. Foster has furnished to
each Bank copies of its 1998 audited consolidated financial statements of Foster
and its Consolidated Subsidiaries for the fiscal year ended December 31, 1998.
The consolidated financial statements fairly present the financial position of
Foster and its Consolidated Subsidiaries and the results of their operations and
the changes in financial position for the periods then ended, in conformity with
GAAP.

                  Section 3.04.  Litigation or Proceedings; Commitments and
Contingencies.

                  (a) There is no litigation or governmental proceeding by or
against Foster or any Subsidiary pending or, to the knowledge of Foster,
threatened which, in the opinion of Foster, involves any substantial risk of any
material adverse effect on the financial condition or business of the total
enterprise represented by Foster and its Subsidiaries on a consolidated basis.
As of the date of this Agreement, Foster and its Subsidiaries are parties to the
pending litigation or governmental investigations or proceedings, involving
exposure to possible loss individually in the amount of $500,000 or more,
identified in the Schedule of Litigation attached hereto as Schedule 3.04.

                  (b) Neither Foster nor any of its Subsidiaries has any known
contingent liabilities which, in the opinion of Foster, could have a material
adverse effect on the financial condition or business represented by Foster and
its Subsidiaries on a consolidated basis which are not referred to (i) in the
financial statements referred to in Section 3.03 hereof, (ii) in the notes
thereto, or (iii) in Section 5.02(c) hereof.

                  Section 3.05. Material Adverse Change. Since December 31,
1998, there has been no material adverse change in the business, assets or
financial condition of the total enterprise represented by Foster and its
Subsidiaries on a consolidated basis.

                  Section 3.06.  Title to Properties.

                  (a) Foster, each Subsidiary and each Guarantor have and will
have good and marketable title to all material properties, assets and other
rights which they purport to own, or which are reflected in their books and
records other than leasehold property, free and clear of all Liens (except those
permitted by Section 5.02(b) hereof and those which are not material to the
business or financial condition of Foster, such Subsidiary or such Guarantor (as
the case may be)).

                  (b) Foster, each Subsidiary and each Guarantor have good and
marketable title to all Eligible Accounts and all Eligible Inventory, free and
clear of all Liens except Liens permitted under Sections 5.02(b)(1), (2), (4) or
(6) hereof.

                  (c) All information set forth in the financial statements,
other documents and reports furnished by Foster or Natmaya to the Agent or the
Banks from time to time is true, correct and complete and is expressly
incorporated herein by this reference.

                  (d) On each occasion on which Foster or Natmaya evidences to
the Agent the balances on and the nature and extent of those accounts in which
Foster, Natmaya or any Guarantor has rights, each of Foster and Natmaya shall be
deemed to have warranted, to the best of its knowledge after due inquiry in
accordance with established credit and accounting policies, that (i) every
account so evidenced is valid and enforceable without performance by any person
of any other act, (ii) the balances so evidenced are in fact owing to Foster or
Natmaya and (iii) there are no setoffs, counterclaims or defenses against any
such account.

                  Section 3.07. No Conflict with Other Documents; Authorizations
and Approvals. Neither the execution and delivery of this Agreement or any of
the other Loan Documents, the consummation of the transactions herein and
therein contemplated nor compliance with the terms and provisions hereof or
thereof will conflict with or result in a breach of any of the terms, conditions
or provisions of the articles or by-laws of Foster, any Subsidiary or any
Guarantor or of any law or of any regulation, order, writ, injunction or decree
of any court or governmental instrumentality or of any material agreement or
instrument to which Foster or any of its Subsidiaries (including without
limitation any Guarantor) is a party or by which it is bound or to which it is
subject, or constitute a default thereunder or result in the creation or
imposition of any security interest, Lien, charge or encumbrance of any nature
whatsoever upon any of the material properties of Foster or of any of its
Subsidiaries pursuant to the terms of any such agreement or instrument. No
approval, authorization or other action by any governmental authority or any
other person, firm or corporation is required to be obtained by Foster or any of
its Subsidiaries in connection with the execution, delivery and performance of
this Agreement, the other Loan Documents, or any other agreement between or
among any or all of the Banks and Foster or any of its Subsidiaries or the
transactions contemplated hereby or thereby, or the making of any borrowing by
Foster or Natmaya hereunder.

                  Section 3.08. Tax Returns. Foster, each Subsidiary and each
Guarantor has filed all Federal tax returns which are required to be filed and
all other tax returns which are required to be filed (except for tax returns for
which an unexpired extension has been granted by the appropriate Official Body)
and has paid, or made adequate provision for the payment of, all taxes which
have or may become due pursuant to said returns or to assessments received. All
Federal tax returns of Foster and Natmaya through the fiscal years ended on
December 31, 1995 have been audited by the Internal Revenue Service or are not
subject to such audit by virtue of the expiration of the applicable period of
limitations and the results of such audits are fully reflected in the most
recent balance sheet referred to in Section 3.03 hereof. Foster and Natmaya know
of no material additional assessment since said date for which adequate reserves
appearing in the said balance sheet have not been established. Foster, each
Subsidiary and each Guarantor have made adequate provision for all current
taxes, and in the opinion of Foster there will not be any material additional
assessments for any fiscal periods prior to and including that which ended
December 31, 1998 in excess of the amounts reserved therefor in such balance
sheet.

                  Section 3.09. Validity and Binding Effect. This Agreement has
been duly and validly executed and delivered by Foster and Natmaya. This
Agreement constitutes, and the other Loan Documents when duly executed and
delivered by Foster, Natmaya and each Guarantor pursuant to the provisions
hereof will constitute, valid and binding obligations of Foster, Natmaya and
each Guarantor, enforceable in accordance with their respective terms except as
such enforceability may be limited by bankruptcy, insolvency, or similar laws
affecting the enforcement of creditors' rights generally and by general
principles of equity.

                  Section 3.10. Regulations G, U, T and X; Investment Company
Status. Neither Foster nor any Subsidiary is engaged principally, or as one of
its most important activities, in the business of extending credit for the
purpose of purchasing or carrying Margin Stock. This Agreement does not violate
Regulations G, U, T, and X of the Board of Governors of the Federal Reserve
System. Neither Foster nor any Subsidiary, or any agent acting on the behalf of
Foster or any Subsidiary, has taken any action or will take any action that
might cause this Agreement or any Note to violate Regulations G, U, T, and X or
any other regulation the Board of Governors of the Federal Reserve System or to
violate Section 7 of the Securities Act of 1934, as in effect from time to time.
Neither Foster, Natmaya nor any Guarantor is an "investment company" or a
company "controlled" by an investment company within the meaning of the
Investment Company Act of 1940, as amended.

                  Section 3.11. ERISA Compliance. (a) Foster or any of its
Subsidiaries or member of a Controlled Group maintains only the Plans described
on the Schedule of Plans attached hereto as Schedule 3.11; (b) each Plan has
been funded in all material respects in accordance with its terms and with the
minimum funding standards of Part Three of Title I of ERISA and will be funded
in all material respects in accordance with such terms and standards; (c) each
Plan has been maintained in accordance with its terms and with all provisions of
ERISA applicable thereto and will be maintained in all material respects in
accordance with such terms and will be in material compliance with ERISA; (d) no
Reportable Event which would have a material adverse effect on the Plan Employer
and which could cause PBGC to institute proceedings under Section 4042 of ERISA
has occurred and is continuing with respect to any Plan; (e) no material
liability to PBGC has been incurred with respect to any Plan, other than for
premiums due and payable; (f) except as disclosed on Schedule 3.11, no Plan has
been terminated, no proceedings have been instituted to terminate any Plan, and
no decision has been made by the board of directors of a Plan Employer or by the
Plan administrator to terminate or institute proceedings to terminate any Plan;
(g) no withdrawal, either complete or partial, has occurred or commenced with
respect to any multiemployer Plan and no decision has been made by the board of
directors of a Plan Employer or by the Plan administrator either to completely
or partially withdraw from any multiemployer Plan; and (h) except as disclosed
on Schedule 3.11, there has been no cessation of, and no decision has been made
by the board of directors of a Plan Employer or by the Plan administrator to
cease, operations at a facility or facilities where such cessation could
reasonably be expected to result in a separation from employment of more than
20% of the total number of employees who are participants under a Plan. Each
single-employer Plan has been timely amended to comply with all the applicable
provisions of the Tax Equity and Fiscal Responsibility Act of 1982, the Deficit
Reduction Act of 1984 and the Retirement Equity Act of 1984, and Foster has no
knowledge of any fact relating to any Plan which involves any substantial risk
or reasonable possibility of resulting in a material adverse change in the
financial condition of Foster and its Subsidiaries taken together as a whole.
Foster has provided to the Agent and each of the Banks a copy of the most recent
Annual Report (Form 5500 or 5500C), including all attachments thereto, filed
with the Internal Revenue Service in respect of each Plan and each such Annual
Report fairly presents the funding status of the Plan to which it relates. There
has been no material deterioration in the funding status of any Plan since the
date of the Annual Report filed in respect thereof.

                  Section 3.12. Defaults. Neither Foster nor any Subsidiary is
in default under any provision of its charter or by-laws or, so as to affect
adversely in any material manner the business or assets or the condition,
financial or otherwise, of Foster on an individual basis, or of Foster and its
Subsidiaries on a consolidated basis, under any provision of any agreement,
lease or other instrument to which it is a party or by which it is bound.

                  Section 3.13. Compliance with Laws. To the best of Foster's
knowledge, except as set forth in Schedule 3.13 hereto, neither Foster nor any
Subsidiary is in violation of or subject to any contingent liability on account
of any Law (including but not limited to ERISA, the Code, any applicable
occupational and health or safety Law, environmental protection Law, or
hazardous waste or toxic substances management, handling or disposal Law and
including but not limited to (a) any restrictions, specifications or
requirements pertaining to products that either Foster or any Subsidiary
manufactures, processes or sells or pertaining to the services each performs,
(b) the conduct of their respective businesses and (c) the use, maintenance or
operation of the real and personal properties owned or possessed by them),
except for violations which in the aggregate do not have a material adverse
effect on the business, operations or financial condition of Foster or the
Subsidiary which is in violation of such Law.

                  Section 3.14. Disclosure. To the best knowledge of Foster and
Natmaya, neither this Agreement nor any agreement, document, certificate or
statement furnished to the Agent or the Banks by or on behalf of Foster or
Natmaya in connection with the transactions contemplated hereby contains any
untrue statement of material fact or omits to state a material fact necessary in
order to make the statements contained herein or therein not misleading.

                  Section 3.15. Continuing Effect. All representations and
warranties of Foster and Natmaya hereunder are and shall be continuing ones and
shall be true, correct and complete so long as Foster, Natmaya or any Guarantor
shall have obligations outstanding and unperformed under this Agreement and the
other Loan Documents.

                  Section 3.16. Year 2000. Each of Foster and Natmaya has
reviewed its operations and those of its Subsidiaries with a view to assessing
whether its businesses, or the businesses of any of its Subsidiaries, will be
vulnerable to a Year 2000 Problem. Each of Foster and Natmaya represents and
warrants that it has a reasonable basis to believe that no Year 2000 Problem
will cause a material adverse change to the condition (financial or otherwise),
business, operations, assets or prospects of Foster or Natmaya or any of their
respective Subsidiaries.

                  Section 3.17. Projections. The Borrowers have furnished to the
Agent and each Bank projections prepared by Foster demonstrating the projected
consolidated financial condition and results of operations of Foster and its
consolidated Subsidiaries after giving effect to the consummation of the
purchase by Foster of all of the outstanding capital stock of CXT. Such
projections, and the underlying assumptions and estimates, as of the date of
preparation thereof and as of the date hereof, are reasonable, are made in good
faith, are consistent with the Loan Documents, and represent the Borrowers' best
judgment as to such matters. Nothing has come to the attention of either
Borrower prior to the date of this Agreement which would lead that Borrower to
believe that such projections will not be attained or exceeded.


                                   ARTICLE IV

                              CONDITIONS OF LENDING

                  The obligations of the Bank to make Loans hereunder are
subject to the accuracy, as of the date hereof, of the representations and
warranties herein contained, to the performance by the Borrowers of their
obligations to be performed hereunder on or before the date of each such Loan
and to the satisfaction of the following further conditions:

                  Section 4.01.  First Revolving Credit Loans.  At the time of
the making of the initial Loans after the date of this Agreement:

                  (a)     The Agent shall have received the following documents:

                           (i) Opinion of Counsel for the Borrowers. A favorable
                  opinion of David Voltz, Esq., counsel for Foster, and a
                  favorable opinion of Tucci & Tannenbaum, counsel for Natmaya,
                  each dated the date of the initial Loans, in form and scope
                  satisfactory to Reed Smith Shaw & McClay LLP, special counsel
                  for the Agent and the Banks, as to (A) the matters referred to
                  in Sections 3.01, 3.02, 3.07, and 3.09 hereof; and (B) such
                  other matters incident to the transactions herein contemplated
                  as the Agent and said special counsel may reasonably request;

                           (ii) Certified Resolutions, Articles of Incorporation
                  and Bylaws, etc. (A) Copies of all documents evidencing
                  corporate action taken by the Borrowers and each Guarantor (as
                  the case may be) relative to this Agreement and the other Loan
                  Documents in form and substance satisfactory to the Agent and
                  said special counsel for the Agent and the Banks, certified by
                  the Secretary of each Borrower (B) copies of the Articles of
                  Incorporation (or Certificate of Incorporation) and By-Laws of
                  each Borrower and each Guarantor (as the case may be) (such
                  Articles of Incorporation (or Certificate of Incorporation)
                  and By-Laws being certified by the Secretary of each Borrower
                  and each Guarantor (as the case may be)) and (C) certificates,
                  dated a recent date, of the Secretary of State or other
                  similar officials as to the good standing of each Borrower and
                  each Guarantor (as the case may be) under the laws of the
                  state of its incorporation;

                           (iii) Incumbency Certificates. Certificates, signed
                  by a Secretary or an Assistant Secretary of each Borrower and
                  each Guarantor (as the case may be), certifying as to the name
                  of the officer or officers of each Borrower and each Guarantor
                  (as the case may be) authorized to sign this Agreement and the
                  other Loan Documents and as to the specimens of the true
                  signatures of such officer or officers, on which the Agent and
                  the Banks may conclusively rely until a revised certificate is
                  similarly so delivered;

                           (iv) Officer's Certificate. Certificates, signed by a
                  Responsible Officer of each Borrower as to the fulfillment of
                  the condition precedent set forth in Sections 4.01(b)(i)-(iii)
                  hereof;

                           (v) Other Loan Documents. The duly executed Notes, an
                  initial Accounts Receivable-Inventory Report, a Collateral
                  Acknowledgement, substantially in the form of Exhibit I to
                  this Agreement, with the Pledged Stock Collateral Agent
                  ("Collateral Acknowledgement"), and a Pledge Agreement,
                  substantially in the form of Exhibit J to this Agreement, by
                  the Borrowers in favor of the Agent ("Pledge Agreement"), in
                  each case covering the pledging by the Borrowers of the
                  Pledged Stock as Collateral, any required Subsidiary Guaranty
                  and Suretyship Agreements and Guarantor Security Agreements in
                  form and substance satisfactory to the Agent and the Banks, a
                  certificate of Foster to the effect that the Subsidiaries, if
                  any, which are providing such Agreements are the only
                  Subsidiaries of Foster which are not Designated Subsidiaries
                  and such other Loan Documents as the Agent and the Banks may
                  request;

                  (vi) Pledged Stock. The Borrower shall surrender possession or
control of all of the Pledged Stock to the Pledged Stock Collateral Agent in
accordance with the terms of the Pledge Agreement; and

                  (b) The following conditions precedent shall be satisfied:

                           (i) Representations and Warranties. Each Borrower's
                  representations and warranties in Article III hereof shall be
                  true and accurate with the same effect as though such
                  representations and warranties had been made on and as of such
                  date (except representations and warranties which relate
                  solely to an earlier date);

                           (ii) Absence of Event of Default. No Event of Default
                  and no Potential Event of Default shall have occurred and be
                  continuing or shall exist;

                           (iii) Compliance with Covenants. Foster (and to the
                  extent applicable, Natmaya) shall be in compliance with the
                  covenants set forth in Article V hereof;

                           (iv) Opinion of Accountants. The report of
                  independent certified public accountants accompanying the most
                  recent audited financial statements delivered pursuant to
                  Section 5.03 hereof shall not contain any material
                  qualification or exception not acceptable to the Agent;

                           (v) Material Adverse Change. No material adverse
                  change (individually or in the aggregate) shall have occurred,
                  in the reasonable judgment of the Agent, with respect to the
                  condition (financial or otherwise), business, assets or
                  financial condition of the total enterprise represented by
                  Foster and its Subsidiaries on a consolidated basis from the
                  date of the last audited financial statements delivered
                  pursuant to Section 5.03 hereof to the date of such borrowing;

                           (vi) Legal Details. All legal details and proceedings
                  in connection with the transactions contemplated by this
                  Agreement and all documents delivered to the Agent pursuant to
                  this Section 4.01 shall be in form and substance satisfactory
                  to the Agent and the Agent shall have received all such
                  counterpart originals or certified or other copies of such
                  documents and proceedings in connection with such
                  transactions, in form and substance satisfactory to the Agent,
                  as the Agent shall reasonably request; and

                  (vii) Upfront Fee. The Borrowers shall have paid to the Agent,
                  for the account of each Bank in accordance with such Bank's
                  Percentage Share, the upfront fee required to be paid by the
                  Borrowers pursuant to Section 2.10(a)(i) of this Agreement.

                  Section 4.02. Subsequent Revolving Credit Loans; Letters of
Credit. The making of Loans made subsequent to the initial Loans made pursuant
to Section 4.01 hereof and the issuance of Letters of Credit, shall be made
subject to the following terms and conditions:

                  (a) Effect of Borrowing Request or Application. The submission
of a Notice of Borrowing pursuant to Section 2.03 hereof subsequent to the date
of this Agreement and the submission of an Application pursuant to Section
2.02(a) or (b) hereof, shall be deemed to be a certification, as of the date of
such submission or request, that:

                           (i) Representations, Warranties and Covenants. The
                  representations and warranties in Article III hereof shall be
                  true and accurate with the same effect as though such
                  warranties and representations had been made on and as of such
                  date (except representations and warranties which relate
                  solely to an earlier date) and Foster (and to the extent
                  applicable, Natmaya) is in compliance with the covenants set
                  forth in Article V hereof; and

                           (ii) Event of Default. No Event of Default or
                  Potential Event of Default shall have occurred and be
                  continuing or shall exist.

                  (b) Legal Details. All legal details and proceedings in
connection with the transactions contemplated by this Agreement shall be in form
and substance satisfactory to the Agent and the Agent shall have received all
such counterpart originals or certified or other copies of such documents and
proceedings in connection with such transactions, in form and substance
satisfactory to the Agent, as the Agent shall reasonably request. The Borrowers
also shall have used commercially reasonable efforts to obtain, or caused each
Guarantor to have used commercially reasonable efforts to obtain, as soon as
reasonably practicable after Closing, landlord waiver agreements, substantially
in the form of Exhibit K to this Agreement ("Landlord Waiver Agreements"), from
any landlord of any premises leased by any Borrower or any Guarantor (as the
case may be) upon which any Collateral is located at any time;


                                    ARTICLE V

                                    COVENANTS

                  Section 5.01. Affirmative Covenants Other Than Reporting
Requirements. Foster and Natmaya covenant to the Agent and each of the Banks
that, so long as any Borrower may borrow hereunder and until payment in full of
all of the Debt, each of the Borrowers will:

                  (a) Preservation of Corporate Existence, etc. Preserve and
maintain, and cause each Guarantor to preserve and maintain, its corporate
existence, rights, franchises, licenses, and privileges in the jurisdiction of
its incorporation, and qualify and remain qualified as a foreign corporation in
each jurisdiction in which such qualification is necessary in view of its
business and operations or the ownership of its properties, except where the
failure to do so would not have a material adverse effect on the financial
condition or business of Foster, Natmaya or any Guarantor.

                  (b) Payment of Taxes, etc. Pay and discharge, and cause each
Subsidiary to pay and discharge, all taxes, assessments and governmental charges
or levies imposed upon it or upon its income or profits, or upon any properties
owned by it, prior to the date on which penalties attach thereto, and all lawful
claims for labor, materials or supplies which, if unpaid, might become a Lien
upon any material properties of Foster or any Subsidiary, provided that neither
Foster nor any Subsidiary shall be required to pay any such tax, assessment,
charge, levy or claim which is being contested in good faith and by proper
proceedings and for which Foster or the Subsidiary in question shall have set
aside on its books in accordance with GAAP appropriate reserves with respect
thereto.

                  (c) Compliance with Laws. Comply, and cause each Subsidiary to
comply, with all applicable Laws (including but not limited to ERISA, the Code,
and any applicable tax law, occupational safety or health Law, or environmental
protection or pollution control Law) in all material respects; provided that
Foster and Natmaya shall not be deemed to be in violation of this Section
5.01(c) as a result of any failure to comply that would not result in fines,
penalties, injunctive relief or other civil or criminal liabilities which, in
the aggregate, would materially affect the business, operations or financial
condition of Foster and its Subsidiaries taken as a whole or the ability of
either Foster or Natmaya to perform its obligations under this Agreement or any
other Loan Document.

                  (d) Maintenance of Insurance. Maintain, and cause each
Subsidiary to maintain, insurance on its or their properties with responsible
and reputable insurance companies or associations in such amounts and covering
such risks as is usually carried by companies engaged in similar businesses and
owning similar properties in the same general areas in which Foster or such
Subsidiary operates. Foster will deliver to the Agent, at the time of making the
first Loans and on the last day of each fiscal year thereafter a statement or
insurance company certificate in such detail as the Agent may request as to all
insurance coverage of Foster and all of its Subsidiaries.

                  (e) Maintenance of Properties, etc. Maintain, keep and
preserve, and cause each Subsidiary to maintain, keep and preserve, all of its
properties (tangible and intangible) which are necessary or useful in the proper
conduct of its business in good working order and condition, ordinary wear and
tear excepted, except where the failure to do so would not effect adversely the
financial condition or business of Foster, Natmaya or the Subsidiary which owns
such property.

                  (f) Financial Accounting Practices. Make, and shall cause each
Subsidiary to make, and keep books, records and accounts which, in reasonable
detail and determined on a consolidated basis for Foster and its Consolidated
Subsidiaries, accurately and fairly reflect transactions and dispositions of
assets and maintain a system of internal accounting controls sufficient to
provide reasonable assurances that (i) transactions are executed in accordance
with management's general or specific authorization, (ii) transactions are
recorded as necessary (A) to permit preparation of consolidated financial
statements in conformity with GAAP and (B) to maintain accountability for
assets, (iii) access to assets is permitted only in accordance with management's
general or specific authorization and (iv) the recorded accountability for
assets is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any differences.

                  (g) Visitation Rights. At any reasonable time and from time to
time, permit the Agent or the Banks or any agents or representatives thereof to
examine and make copies of and abstracts from the records and books of account
of, and visit the properties of, Foster and any of its Subsidiaries, and to
discuss the affairs, finances and accounts of Foster and any of its Subsidiaries
with any of their respective officers, employees, or directors or independent
accountants.

                  (h) Maintenance of Minimum Consolidated Fixed Charge Coverage
Ratio. Maintain a Consolidated Fixed Charge Coverage Ratio greater than or equal
to 1.25 to 1.00 as of the end of each month on the basis of the twelve
consecutive months then ending.

                  (i) Maintenance of Minimum Consolidated Tangible Net Worth.
From and after July 1, 1998, maintain at all times a Consolidated Tangible Net
Worth greater than or equal to the sum of (A) $59,102,000 plus (b) 50% of the
cumulative positive Consolidated Net Income for all completed fiscal quarters of
Foster commencing with the fiscal quarter ending March 31, 1998, plus (c) 75% of
the cumulative amount of the proceeds (net of issuance expenses) to Foster of
the issuance after December 31, 1997 of Foster's capital stock. For purposes of
this Section 5.01(i) only, Consolidated Net Income shall not include any loss
attributable to any such period of determination.

                  (j) Maintenance of Maximum Consolidated Total Indebtedness to
EBITDA Ratio. Maintain a Consolidated Total Indebtedness to EBITDA Ratio less
than or equal to 4.50 to 1.00 as of the end of each month on the basis of the
period of twelve consecutive months then ending.

                  (k) ERISA Covenants. (i) Cause each Plan Employer with respect
to its Plans (A) to satisfy the minimum funding standards of Section 412 of the
Code with respect to any single-employer Plan and (B) to comply in all material
respects with the provisions of ERISA and the Code which are applicable to any
Plan and (ii) not permit any Plan Employer with respect to its Plans (A) to
terminate any single-employer Plan which could result in any liability to the
PBGC under Title IV of ERISA as set forth on IRS Form 5310 in an amount greater
than $500,000 for any individual Plan or greater than $750,000 for any group of
Plans terminated in any calendar year, (B) to engage in any prohibited
transaction as described in Section 406 of ERISA or to incur a Reportable Event,
(C) to withdraw from any multi-employer Plan which could result in the
incurrence of withdrawal liability in an amount greater than $500,000, (D) to
adopt any new Plan without prior written notice to the Agent and the Banks, (E)
to lose the qualified status of any Plan under Section 401 of the Code or the
exempt status of any related trust under Section 501 of the Code or (F) to cease
operations at a multiple-plant facility within the meaning of Section 4062(e) of
ERISA and which could reasonably be expected to result in liability to the PBGC
under Title IV of ERISA in an amount greater than $750,000, whether or not such
liability is paid to the PBGC or secured by the filing of a bond with the PBGC.

                  (l) Satisfaction of Judgments. Pay or otherwise satisfy, and
cause of each of its Subsidiaries to pay or otherwise satisfy, every final
judgment from which no further appeal may be taken in excess of $100,000 entered
against it or such Subsidiary within 60 days after entry thereof or after the
expiration of any stay of execution with respect thereto.

                  (m) Maintenance of Minimum Eligible Accounts. On each day when
Foster's Consolidated Fixed Charge Coverage Ratio for the period of twelve
consecutive months ending on the day before the first day of the then most
recently completed month is less than or equal to 1.75 to 1, maintain Eligible
Accounts which are, in the aggregate, greater than or equal to the product of
(i) forty percent (.40) times (ii) the sum of all Debt outstanding on such day
under this Agreement.

                  (n) Environmental Covenant. Notwithstanding the provisions of
Section 5.01(c) hereof, Foster will, and will cause each of its Subsidiaries to,
(i) use and operate all of its facilities and properties in material compliance
with all environmental Laws (including, but not limited to, those Laws designed
to protect human health and the environment), keep all necessary permits,
approvals, certificates, licenses and other authorizations relating to
environmental matters in effect and remain in material compliance therewith, and
handle all hazardous substances and materials, toxic materials and all other
materials hazardous to human health or the environment in material compliance
with all applicable environmental Laws; provided that Foster or Natmaya shall
not be deemed to be in violation of this Section 5.01(n)(i) as a result of any
failure to comply that would not result in fines, penalties, injunctive relief
or other civil or criminal liabilities which, in the aggregate, would materially
affect the business, operations or financial condition of Foster and its
Subsidiaries taken as a whole or the ability of Foster or Natmaya to perform its
obligations under this Agreement or any other Loan Document, (ii) immediately
notify the Agent and provide copies upon receipt of all written claims,
complaints, notices or inquiries relating to the condition of its facilities and
properties in connection with environmental Laws, or compliance with or
responsibility under environmental Laws, that may give rise to liability or
responsibility under applicable environmental Laws, (iii) promptly respond in an
appropriate manner to any such claims, complaints, notices or inquiries and,
additionally, take action where appropriate to remedy any such alleged condition
or non-compliance with environmental good faith by proper proceedings; and (iv)
provide such information and certifications which the Agent may reasonably
request from time to time to evidence compliance with this Section 5.01(n).

                  (o) Guarantors. Upon the execution and delivery of this
Agreement (with respect to Subsidiaries of Foster on the date of such execution
and delivery ) and upon the acquisition or formation after such date of any
Subsidiary of Foster, Foster immediately will provide notice to the Agent of the
Subsidiary's status as a Guarantor or a Designated Subsidiary, as the case may
be, together with such other information as the Agent or any Bank shall
reasonably request, and will cause each Subsidiary which is not a Designated
Subsidiary to execute and deliver a Subsidiary Guaranty and Suretyship
Agreement, pursuant to which such Subsidiary shall guaranty the Borrowers'
obligations hereunder, a Guarantor Security Agreement, pursuant to which such
Subsidiary will grant to the Agent, for the benefit of the Banks, a security
interest in its Collateral, and such other agreements, instruments or other
documents as the Agent or any Bank may reasonably request, all in form and
substance satisfactory to the Agent and the Banks. Foster will, and will cause
any such Subsidiary to, maintain and preserve such Subsidiary's status as a
Guarantor until such time that Foster designates such Subsidiary as a Designated
Subsidiary pursuant to Section 5.04 below.

                  Section 5.02.  Negative Covenants.  Foster and Natmaya
covenant that, so long as any Borrower may borrow hereunder
and until payment in full of the Debt, each of Foster and Natmaya will not:

                  (a) Indebtedness. Create, incur, assume, guarantee or be or
remain liable for, contingently or otherwise, or suffer to exist, or permit any
Subsidiary to create, incur, assume, guarantee or be or remain liable for,
contingently or otherwise, or suffer to exist, any Indebtedness (including
Guarantees) other than the following:

                           (1)      Indebtedness in respect of obligations to
the Agent and the Banks hereunder or under the other Loan Documents;

                           (2) Indebtedness in the ordinary course of business,
                  in respect of accounts payable, accrued payroll expenses,
                  accrued pensions, progress billings and, unbilled retentions
                  in excess of related cost, estimated replacements on sales,
                  deferred income taxes, liabilities of a character described as
                  accrued liabilities on the consolidated balance sheet of
                  Foster and its Consolidated Subsidiaries, other taxes,
                  assessments, governmental charges, and claims for labor,
                  materials or supplies to the extent that payment thereof shall
                  not at the time be required to be made in accordance with the
                  provisions of Section 5.01(b) hereof;

                           (3) Indebtedness not existing on the date hereof
                  arising in respect of the purchase of property on which Liens
                  are permitted under clause (5) of Section 5.02(b) hereof;

                           (4) Indebtedness (other than Capitalized Leases)
                  existing on the date hereof and set forth on Schedule 5.02(a)
                  attached hereto or reflected in the financial statements
                  delivered pursuant to Section 3.03 hereof;

                           (5) Indebtedness arising in respect of Capitalized
                  Leases which in the aggregate do not provide for payments
                  during any fiscal year in excess of $2,500,000;

                           (6) Private Placement Debt, which shall be
                  permissible only in the event of the execution and delivery of
                  an intercreditor agreement (the "Intercreditor Agreement")
                  between the Agent and the purchaser of the Private Placement
                  Debt, which agreement shall contain such terms and conditions
                  as are appropriate and as are satisfactory to the Agent,
                  including but not limited to provisions for the pari passu
                  treatment of any collateral and for the acceleration of any
                  Indebtedness;

                           (7) Indebtedness assumed or incurred by Foster not
                  exceeding $2,045,000 principal amount evidenced by, or in
                  connection with, industrial development revenue bonds relating
                  to facilities of Precise Fabricating Corporation acquired by
                  Foster;

                           (8) Intercompany Indebtedness in the form of a
                  promissory note executed by Foster in favor of Natmaya in a
                  maximum principal amount of $15,000,000; provided that (i)
                  prior notice of the execution thereof shall have been given to
                  the Agent and the Banks, (ii) Foster's board of directors has
                  determined that such intercompany Indebtedness is in the best
                  interest of Foster and its Subsidiaries, (iii) Foster is
                  continuing to receive the intended tax benefit in connection
                  with such intercompany Indebtedness, (iv) neither Natmaya nor
                  any Wholly-Owned Subsidiary of Natmaya shall have any
                  creditors other than Foster and the Banks relating to the Debt
                  under this Agreement, except that Natmaya and its Subsidiaries
                  (all of which shall be Wholly-Owned) may have creditors other
                  than Foster and the Banks for Indebtedness (other than
                  Indebtedness for borrowed money) incurred in the ordinary
                  course of business up to an aggregate amount outstanding at
                  any one time of $100,000, (v) Natmaya or any Wholly-Owned
                  Subsidiary of Natmaya shall continue to hold title, right and
                  interest to Foster's trademarks, patents, investment
                  securities and debt assets (vi) Natmaya and its Subsidiaries
                  (all of which shall be Wholly-Owned) shall continue to manage
                  the trademarks, patents, investment securities and debt assets
                  of Foster only, and shall not engage in any other business
                  (other than making the intercompany loan to Foster permitted
                  by this Section 5.02(a)(8)) without the prior written consent
                  of the Agent and the Required Banks;

                  (9) Indebtedness of up to $3,500,000 secured by land,
                  buildings and equipment owned by Foster and located at
                  Foster's Petersburg, Virginia facility; and

                           (10) Other Indebtedness in an aggregate principal
                  amount not exceeding $1,500,000 at any time outstanding.

                  (b) Negative Pledge; Liens. (i) Create, assume, incur, or
suffer to be created, assumed, incurred or to exist, or permit any Subsidiary to
create, incur, assume or suffer to exist, any Lien upon any of its property or
assets of any character whether now owned or hereafter acquired, or upon the
income or profits therefrom; or (ii) transfer or permit any Subsidiary to
transfer any of such property or assets or the income or profits therefrom for
the purpose of subjecting the same to the payment of Indebtedness or performance
of any other obligation in priority to payment of its general creditors; or
(iii) acquire, or agree or have an option to acquire, any property or assets
upon conditional sale or other title retention or purchase money security
agreement, device or arrangement, including, without limitation, Capitalized
Leases; or (iv) suffer to exist any Indebtedness which if unpaid might by law or
upon bankruptcy or insolvency, or otherwise, be given priority over its general
creditors; or (v) enter, or permit or cause any Subsidiary to enter into any
agreement which purports to restrict in any manner the ability of Foster or any
Subsidiary to grant security interests or liens to the Agent for the benefit of
the Agent and the Banks, in respect of assets either of the Company or of any
Subsidiary, which assets have not theretofore been encumbered or made subject to
the grant of a security interest in favor of or for the benefit of the Agent and
the Banks; provided, however, that Foster and its Subsidiaries may create or
incur or suffer to be created or incurred or to exist:

             (1)      Liens in favor of the Agent for the benefit of the Agent
and the Banks;

             (2)      Nonconsensual Liens to secure claims for Indebtedness
permitted by Section 5.02(a)(2) hereof;

             (3)      Liens existing on the date hereof and Liens securing
Indebtedness permitted by Section 5.02(a) hereof;

                           (4) Deposits or pledges made in connection with, or
                  to secure payment of, workers' compensation, unemployment
                  insurance, old age pensions or other social security
                  obligations;

                           (5) Purchase money security interests (including
                  mortgages, conditional sales, and any other title retention or
                  deferred purchase devices) in personal property of Foster or a
                  Subsidiary existing or created at the time of acquisition
                  thereof, and the renewal, extension and refunding of any such
                  security interest in an amount not exceeding the amount
                  thereof remaining unpaid immediately prior to such renewal,
                  extension or refunding; provided, however, that the principal
                  amount of Indebtedness secured by each such security interest
                  in each item of property does not exceed the cost (including
                  all such Indebtedness secured thereby, whether or not assumed)
                  of the item subject thereto;

                           (6) Liens securing taxes, assessments or governmental
                  charges or levies or the claims or demands of materialmen,
                  mechanics, carriers, warehousemen, landlords and other like
                  persons, provided the payment thereof is not at the time
                  required by Section 5.01(b);

                           (7) Liens incurred or deposits made in the ordinary
                  course of business (x) to secure the performance of letters of
                  credit, bids, tenders, sales contracts, leases, statutory
                  obligations, surety, appeal and performance bonds and other
                  similar obligations not incurred in connection with the
                  borrowing of money, the obtaining of advances or the payment
                  of the deferred purchase price of property, or (y) on the
                  proceeds of insurance policies securing the borrowings to
                  finance the premiums thereon;

                           (8) Attachment, judgment and other similar Liens
                  arising in connection with court proceedings, so long as such
                  Liens have not been in force for the applicable appeal period,
                  execution or other enforcement has not been levied and
                  thereafter so long as the execution or other enforcement of
                  such Liens is effectively stayed, provided the claims secured
                  thereby are being actively contested in good faith and by
                  appropriate proceedings;

                           (9) Liens on property of a Subsidiary securing
                  obligations owing to Foster or a Wholly-Owned Subsidiary;

                           (10) Reservations, exceptions, encroachments,
                  easements, rights of way, covenants, conditions, restrictions,
                  leases and other similar title exceptions or encumbrances
                  affecting real property, provided they do not in the aggregate
                  materially interfere with the ordinary conduct of the business
                  of Foster and its Subsidiaries;

                           (11) Liens or deposits made in connection with
                  contracts with or made at the request of the United States of
                  America or any department or agency thereof or resulting from
                  progress payments or partial payments under any such
                  contracts;

                           (12) Bailments of property (a) to bailees which have
                  entered into an agreement with Foster and the Agent in
                  substantially the form attached hereto as Exhibit E, with
                  blanks appropriately filled, as the same may be amended,
                  supplemented or modified from time to time, provided, however,
                  that Foster may enter into an agreement or agreements
                  regarding the bailment of commingled goods which are not
                  substantially in the form of Exhibit E so long as the value of
                  commingled goods subject to such bailments does not exceed
                  $250,000 in the aggregate, or (b) other bailments of property,
                  including bailments in connection with Foster's relay rail
                  activities and consistent with Foster's past practices,
                  provided, however, that the value of such bailments does not
                  exceed $20,000,000 in the aggregate for all such property;

                  (13) Liens on land, buildings and equipment owned by Foster
and located at Foster's Petersburg, Virginia facility securing the $3,500,000 of
Indebtedness permitted under Section 5.02(a)(9) above; and

                           (14) Liens in favor of one or more of the Banks to
                  secure the obligations of the Company under one or more
                  Interest Rate Swap Agreements.

                  (c) Contingent Liabilities. Become liable or permit any
Subsidiary to become liable in respect of any Guarantees except (i) Guarantees
existing on the date hereof and disclosed on Schedule 5.02(c) attached hereto,
(ii) Guarantees entered into by Foster for the benefit of one or more
Wholly-Owned Subsidiaries of Foster, (iii) Guarantees which may be required in
order to comply with applicable Law, including but not limited to ERISA, (iv)
Guarantees or obligations arising in respect of bid or performance bonds, (v)
Guarantees in favor of the Banks, and (vi) other Guarantees which in the
aggregate could not result in payments in excess of $1,000,000.

                  (d) Mergers, etc. Merge or consolidate with any person or
agree to do so or permit any Subsidiary to do so, or create or acquire any new
Subsidiary, except that, after notice to the Agent and the Banks, (i) any
Subsidiary of Foster may merge with Foster in a transaction where Foster is the
surviving entity, (ii) any Subsidiary may merge with any other Subsidiary, and
(iii) Foster may create Subsidiaries not existing on the date hereof for the
purpose of effecting transactions permitted under Section 5.02(f)(5) hereof.

                  (e) Sales of Assets, etc. Sell, assign, lease or otherwise
dispose of (whether in one transaction or in a series of transactions) any of
its assets (whether now owned or hereafter acquired) to any person or entity, or
permit any Subsidiary to do so, except (subject to Section 2.01(e)) (i) sales of
assets in the ordinary course of business, (ii) sales of inventory previously
categorized as obsolete, slow moving or surplusage and sales of machinery,
equipment or other similar operating assets previously categorized as obsolete
or surplusage and not utilized at the time of such sale in the ordinary course
of business of the selling entity, (iii) sales of artwork, (iv) sales of the
stock of Subsidiaries permitted to be created under Section 5.02(f)(3) hereof,
(v) after notice to the Agent and the Banks, sales of properties and assets
following an approval by Foster's board of directors provided that such sales
are made for cash on commercially reasonable terms at fair market value and do
not exceed 5% of Consolidated Tangible Net Worth (at the beginning of the
applicable fiscal year) in any given fiscal year of Foster or 15% of
Consolidated Tangible Net Worth (at the beginning of the applicable fiscal year)
in the aggregate during the term of this Agreement (provided that the net cash
proceeds of asset sales which shall have been reinvested by Foster or any
Subsidiary of Foster, in accordance with, and as permitted by, Section
5.02(f)(5) of this Agreement, in tangible assets having comparable value shall
be deducted as of the date of such permitted reinvestment in calculating
compliance with the 15% limitation in this clause (v)), (vi) a lease or sublease
of new machining equipment valued at approximately $1,500,000 to Rail Products &
Fabrications, Inc., based in Seattle, Washington ("RPF"), (vii) after notice to
the Agent and the Banks, and with the approval of Foster's board of directors,
the sale of all or any portion of Foster's Langfield, Texas manufacturing plant,
and the land, buildings, equipment, inventory, books, records and other property
related thereto at any time on or prior to June 30, 1999, (viii) sales of the
Borrowers' investment in Dakota, Minnesota & Eastern Railroad Corp. for a price
at least equal to the value of that investment as shown in the then most recent
financial statements of Foster provided to the Agent; (ix) after notice to the
Agent and the Banks, and with the approval of Foster's board of directors, the
sale of all or any portion of Foster's Mining Products Division (which includes
Foster's facilities at Pomeroy, Ohio, St. Mary's, West Virginia and Charleston,
West Virginia), and the land, buildings, equipment, inventory, books, records
and other property related thereto (other than trade accounts receivable) at any
time on or prior to December 31, 1999; provided that the book value (determined
as of December 31, 1998) of such assets of Foster's Mining Products Division
sold pursuant to this clause (ix) shall not exceed $5,000,000 in the aggregate;
and (x) after notice to the Agent and the Banks, and with the approval of
Foster's board of directors, the sale of those assets identified on Schedule
5.02(e)(x); provided, that the book value (determined as of December 31, 1998)
of such assets sold pursuant to this clause (x) shall not exceed $11,850,000 in
the aggregate; and provided, further, that such asset sales permitted under this
clause (x) are made for cash on commercially reasonable terms at fair market
value.

                  Within twenty days after the end of each calendar month during
the term of this Agreement (including any extensions thereof), the Borrowers
shall provide the Agent, with a copy for each Bank, a certificate signed by a
Responsible Officer of Foster setting forth (A) the amount of net cash proceeds
from each permitted asset sale consummated during such calendar month just ended
(together with the date of each such sale) and identifying the amounts of such
proceeds which the Borrower irrevocably designates as the Designated Excluded
Amount for such month and (B) the amount of net cash proceeds from each
permitted asset sale consummated from July 1, 1999 through the end of such
calendar month just ended (together with the date of each such sale) and
identifying the amounts of such proceeds which the Borrower has irrevocably
designated as Designated Excluded Amounts. In addition, such certificate shall
identify, for such month and such period since July 1, 1999, the respective
amounts of such proceeds which have resulted in Mandatory Commitment Reductions,
the respective amounts of such proceeds which have been applied to make
Investments under Section 5.02(f)(5), and the respective amounts of such
proceeds which are available for application, but have not yet been applied, to
make Investments under Section 5.02(f)(5).

                  By the Agent and the Banks agreeing to permit a sale,
assignment, lease or other disposition of assets by Foster pursuant to this
Section 5.02(e), the Banks shall automatically, and without the need for further
action on the part of the Agent or the Banks, be deemed to have (1) consented to
the release by the Agent, immediately prior to the disposition of such assets,
of all liens and security interests in such assets held by the Agent for itself
and as agent for the benefit of the Banks under the Loan Documents, and (2)
directed the Agent to take all appropriate and customary action required to
assure and to effect the full and complete release of all of such liens and
security interests in such assets.

                  (f)      Investments.  Make or permit any Subsidiary to make
Investments in any individual, firm or corporation
                           -----------
except:

                           (1) direct obligations of or obligations directly
                  guaranteed by the United States of America, prime commercial
                  paper (rated by Moody's Investors Service at not less than A-2
                  and by Standard & Poors at not less than P-2), and
                  certificates of deposit or repurchase agreements issued by any
                  commercial bank having capital and surplus in excess of
                  $100,000,000;

                           (2) Investments of Foster and its Subsidiaries in the
                  ordinary course of business and under usual and customary
                  terms in the form of advances to Foster's and the
                  Subsidiaries' suppliers and subcontractors;

                           (3) Investments in foreign Subsidiaries, and in
                  Subsidiaries (other than Wholly-Owned Subsidiaries) and joint
                  ventures, in each case the business of which is reasonably
                  related to Foster's principal lines of business, provided that
                  (i) prior notice thereof shall have been given to the Agent
                  and the Banks, (ii) each such Investment shall be made in
                  connection with and following a determination by Foster's
                  board of directors that such Investment is in the best
                  interest of Foster and its Consolidated Subsidiaries, and
                  (iii) the amount of such Investments shall not exceed
                  $2,500,000 in any given fiscal year of Foster;

                           (4) Deposit accounts (including time and demand) in
                  and bankers' acceptances of commercial banks referred to
                  Section 5.02(f)(1) hereof;

                           (5) Investments in domestic Wholly-Owned Subsidiaries
                  not in existence on the date of this Agreement, domestic
                  product lines not part of Foster's business on the date of
                  this Agreement, or new domestic businesses not operated by
                  Foster on the date of this Agreement, in each case the
                  business of which is reasonably related to Foster's principal
                  lines of business and in each case in a single transaction or
                  related series of transactions, provided that (i) prior notice
                  thereof shall have been given to the Agent and the Banks, (ii)
                  each such Investment shall be made in connection with, and
                  following, a determination by Foster's board of directors that
                  such Investment is in the best interest of Foster and its
                  Consolidated Subsidiaries, and (iii) the aggregate amount of
                  such Investments during any period of four consecutive fiscal
                  quarters including the then current fiscal quarter (the
                  "Measurement Period") shall not exceed the sum of (the
                  "Acquisition Bucket") (A) $5,000,000 (or, if the "Pro Forma
                  Test" described in the next sentence is met with respect to a
                  particular proposed Investment, $10,000,000), plus (B) at any
                  time the aggregate Commitment of the Banks is $55,000,000 or
                  less, the amount of net cash proceeds of asset sales made in
                  accordance with, and as permitted by, Sections 5.02(e)(v),
                  (ix) or (x) during the Measurement Period through the date of
                  the Investment that have not been designated as Designated
                  Excluded Amounts in accordance with Section 5.02(e) of this
                  Agreement. The "Pro Forma Test" will be met with respect to a
                  particular proposed Investment if the Consolidated Total
                  Indebtedness to EBITDA Ratio would have been less than 3.0 to
                  1, such determination to be made on a pro forma basis with
                  Consolidated EBITDA being calculated as of the end of the
                  prior four consecutive fiscal quarters for Foster and the
                  acquired entity and as if Consolidated Total Indebtedness on
                  the last day of the most recent fiscal quarter just ended had
                  been increased by the amount of the Investment in question
                  (including any assumed Indebtedness), such determination to be
                  made using assumptions and other calculations reasonably
                  satisfactory to the Agent, which assumptions in any event
                  shall not include any cost savings or other variations from
                  historical performance. Notwithstanding the foregoing
                  provisions of this Section 5.02(f)(5), the acquisition by
                  Foster of all of the outstanding capital stock of CXT, on
                  terms and subject to conditions acceptable to the Agent, shall
                  be a permitted acquisition by Foster under this Agreement, and
                  such acquisition shall be deemed to have completely utilized
                  the Acquisition Bucket, and the Acquisition Bucket will be
                  zero, for the applicable rolling four fiscal quarter period
                  beginning with the fiscal quarter of Foster in which such
                  acquisition is consummated;

                           (6) Investments existing on the date of this
Agreement (including extensions or renewals thereof);

                           (7) Advances to RPF under the Loan and Security
                  Agreement, dated June 8, 1995, between Foster and RPF,
                  aggregating, on a cumulative basis, not more than $2,500,000.
                  At the option of Foster and RPF, all or any portion of such
                  advances, once made to RPF, may be converted into equity
                  interests in RPF at any time thereafter, but such conversions,
                  if any, shall not have the effect of increasing the cumulative
                  amount of advances permitted under this Section 5.02(f)(7)
                  above $2,500,000 in the aggregate. If requested by the Agent
                  or the Banks, Foster will cause RPF's repayment obligation to
                  be evidenced by a promissory note;

                           (8) Loans to officers of Foster and its Subsidiaries
                  for the sole purpose of purchasing common stock of Foster,
                  such loans (i) not to exceed $1,200,000 in the aggregate and
                  $60,000 per officer, (ii) to be made pursuant to a plan
                  approved by the board of directors of Foster and (iii) to be
                  secured by the common stock purchased with the proceeds
                  thereof;

                           (9) Trademarks and patent rights of Foster held by
                  Natmaya or a Wholly-Owned Subsidiary of Natmaya and associated
                  royalty payments from Foster to Natmaya or a Wholly-Owned
                  Subsidiary of Natmaya so long as the conditions in Section
                  5.02(a)(8) continue to be satisfied at all relevant times; and

                           (10) Investments in existing domestic Wholly-Owned
                  Subsidiaries, provided that Foster is in compliance with
                  Section 5.04 hereof before, and will be in compliance with
                  Section 5.04 hereof after, the Investment is made;

provided, however, that Foster may make Investments which are not in compliance
with this Section 5.02(f) in the aggregate amount of $500,000 at any one time
outstanding.

                  (g) Transactions with Controlling Persons. Pay, directly or
indirectly, any funds to or for the account of, make any Investment in, or enter
into a Guarantee in respect of the Indebtedness of, or lease, sell, transfer or
otherwise dispose of any assets, tangible or intangible, other than in the
ordinary and usual conduct of business and upon fair and reasonable terms no
less favorable to Foster than those it would obtain in a comparable arm's length
transaction with one not affiliated with Foster, to any Controlling Person, or
permit any of its Subsidiaries to do so; provided, however, that notwithstanding
the provisions of this Section 5.02(g) Foster or its Subsidiaries may pay to its
officers and directors salaries and fees for services rendered in such
capacities and usual and ordinary business expenses and advances for travel
expenses, incentive compensation pursuant to plans of Foster and its
Subsidiaries existing on the date hereof and plans hereafter adopted by the
board of directors of Foster, may make payments pursuant to existing contractual
relationships between Foster or its Subsidiaries and officers and employees
thereof and contractual employment relationships approved by the board of
directors of Foster between Foster or its Subsidiaries and employees thereof,
may provide and make available to eligible employees fringe and other usual
benefits in accordance with past practices, and may, pursuant to an agreement
approved by the board of directors of Foster, pay fees for services and advice
(in an amount which bears a reasonable relationship to the amount and type of
such services and advice) to directors and Foster may make loans to officers of
Foster and its Subsidiaries for the sole purpose of purchasing common stock of
Foster, such loans (i) not to exceed $1,200,000 in the aggregate and $60,000 per
officer, (ii) to be made pursuant to a plan approved by the board of directors
of Foster and (iii) to be secured by the common stock purchased with the
proceeds thereof.

                  (h) Debt Retirement, Purchases and Redemptions. Voluntarily
purchase, prepay, redeem or otherwise retire any preferred or preference stock,
subordinated debentures, sinking fund debentures, promissory notes or other
securities (other than capital stock) issued by Foster or any Subsidiary, or
agree to the rescheduling to shorten scheduled maturities or principal payments
of or to increase the rate of interest payable on outstanding indebtedness under
any agreement or instrument evidencing an obligation for borrowed money of
Foster or any Subsidiary, or permit any of its subsidiaries to do so, other than
the Indebtedness referred to in Sections 5.02(a)(7) and (8) hereof; provided
that, in the case of Indebtedness referred to in Section 5.02(a)(8) hereof, an
Event of Default or Potential Event of Default shall not have occurred and be
continuing or shall not exist.

                  (i) Operating Leases. Enter into or become subject to, or
permit any of its Subsidiaries to enter into or become subject to, Operating
Leases which in the aggregate provide for payments during any fiscal year in
excess of $6,000,000.

                  (j) Change of Control. Enter into any merger, consolidation,
reorganization, corporation restructuring or other transaction, or take any
other action, that shall cause or result in, or for any reason suffer, a Change
of Control.

                  Section 5.03. Reporting Requirements. Each Borrower covenants
that, so long as it may borrow hereunder and until payment in full of all Notes
issued hereunder and interest due thereon and all other amounts due hereunder
and under any other Loan Document, Foster will furnish to each Bank:

                  (a) Financial Statements. (i) Within 15 calendar days after
the due date of filing with the Securities and Exchange Commission copies of
forms 8-K, 10-Q and 10-K (or if any of such forms are discontinued,
substantially equivalent reports) accompanied, (A) in the case of each form
10-Q, by a certification of a Responsible Officer of Foster of all financial
statements set forth therein and (B) in the case of each form 10-K, by a report
on the financial statements set forth therein of independent public accountants
of recognized standing selected by Foster which report or opinion shall not
contain any qualification or exception not reasonably acceptable to the Agent
or, if Foster is no longer required to file such reports with the Securities and
Exchange Commission, Foster shall furnish:

                           (1) within 60 days after the end of the first three
                  quarters of each fiscal year, consolidated statements of
                  profit and loss and changes in cash flow of Foster and its
                  Consolidated Subsidiaries for such fiscal quarter, for the
                  period between the end of the preceding fiscal year and the
                  end of the most recent fiscal quarter and for the
                  corresponding periods of the preceding fiscal year, and a
                  balance sheet of Foster and its Consolidated Subsidiaries at
                  the end of such quarter and at the end of the preceding fiscal
                  year, all in reasonable detail, subject, however, to year-end
                  audit adjustments, and certified by a Responsible Officer of
                  Foster;

                           (2) within 90 days after the end of each fiscal year,
                  a consolidated statement of profit and loss and changes in
                  cash flow and changes in shareholders' equity of Foster and
                  its Consolidated Subsidiaries for such year and a consolidated
                  balance sheet of Foster and its Consolidated Subsidiaries as
                  of the end of such year, setting forth in each of such
                  statements and balance sheets in comparative form (or, if
                  comparative form is not required by regulations of the
                  Securities and Exchange Commission applicable to companies
                  with securities registered under the Securities Act of 1933,
                  in the form required by such regulations) the corresponding
                  statements for the preceding fiscal year, all in reasonable
                  detail and reported on by independent public accountants of
                  recognized standing selected by Foster, whose report or
                  opinion accompanying such financial statements shall not
                  contain any qualification or exception not reasonably
                  acceptable to the Agent;

and (ii) as soon as practicable and in any event within twenty (20) days after
the close of each month of each fiscal year of Foster, unaudited consolidated
statements of income and changes in cash flow of Foster and its Consolidated
Subsidiaries for such month and for the period from the beginning of such fiscal
year to the end of such month, and an unaudited consolidated balance sheet of
Foster and its Consolidated Subsidiaries as of the close of such month, all in
reasonable detail.

                  (b) Accounts Receivable-Inventory Reports; Officer's
Certificates. At the time the statements and balance sheets required by the
preceding clause (a) are furnished, (i) an updated Accounts Receivable -
Inventory Report in detail and form satisfactory to the Banks and signed by a
Responsible Officer of Foster, Natmaya and each Guarantor, and (ii) a
certificate of a Responsible Officer of Foster, Natmaya and each Guarantor
setting forth in reasonable detail the data and computations necessary to
indicate compliance with the provisions of Sections 2.05, 5.01(h), 5.01(i), and
5.01(j) hereof. In addition to the requirements set forth in this paragraph, the
Borrowers shall, and shall cause each Guarantor to, from time to time upon the
reasonable requests of the Banks provide to the Banks update Accounts
Receivable-Inventory Reports.

                  (c) Proxy/Registration Statements. Promptly upon the sending,
making available or filing of the same, a copy of each financial statement,
report and proxy statement sent by Foster, Natmaya or any Consolidated
Subsidiary to its stockholders, of each registration statement or information
statement that shall have become effective and of each regular or periodic
report filed by Foster or any Consolidated Subsidiary with the Securities and
Exchange Commission or any governmental authority succeeding to the functions
thereof.

                  (d) ERISA Notifications. (i) Notice (or cause each Plan
Employer with respect to its Plans to notify the Agent and each of the Banks
prior to taking final corporate action) (A) of the Plan Employer's intention to
adopt any new Plan, and (B) of the Plan Employer's intention to terminate for
purposes of Title IV of ERISA any single-employer Plan or to withdraw from or
cease making timely contributions to any multi-employer Plan, (ii) copies of (or
cause each Plan Employer with respect to its Plans to deliver to the Agent and
each of the Banks copies of contemporaneously with the filing with or receipt
from the applicable governmental agency or Plan) (A) IRS Form 5310 relating to a
Plan termination or transfer of Plan assets, (B) of any 30-day Notice to the
PBGC of a reportable event as described in Section 4043 of ERISA, (C) of any IRS
Form 5500, including all schedules, for any Plan which, on the date on which
such IRS Form 5500 is filed, has unfunded vested liabilities in excess of
$100,000, (D) of any writing from the PBGC to the effect that it may or will
take action to terminate any Plan under Title IV of ERISA or from any
multi-employer Plan that it may and will take action to assert withdrawal
liability against the Plan, (E) of any notice filed with the PBGC pursuant to
Section 4041 of ERISA and (F) of any notice from the Secretary of the Treasury
to the effect that a Plan has lost its qualified status under Section 401 of the
Code or has been terminated within the meaning of Section 411(d)(3) of the Code,
and (iii) within thirty (30) days of the filing or receipt of each such document
other than IRS Form 5500, a certificate of a Responsible Officer of Foster
certifying as to what further action has been taken by the Plan Employer in
connection therewith and whether the matter referred to in such document is
likely to cause the Plan Employer to incur liability to the PBGC or
multi-employer Plan in an amount in excess of $100,000. For all purposes of this
paragraph, Foster shall be deemed to have all knowledge of all facts
attributable to any Plan administrator or any other Plan Employer, or with
respect to a multiemployer Plan on notice of withdrawal liability from any
multiemployer Plan.

                  (e) Notices of Default. As soon as possible, and in any event
within five days after the occurrence of each Event of Default or Potential
Event of Default a statement of a Responsible Officer of each Borrower setting
forth details of such Event of Default or Potential Event of Default and the
action which each Borrower proposes to take with respect thereto.

                  (f) Notices of Material Litigation. Promptly upon becoming
aware thereof, notice of the commencement, existence or threat of any proceeding
against or affecting any Borrower or any Subsidiary (i) which, if adversely
decided, could have a material adverse effect on the business, operations or
financial condition of any Borrower or any Subsidiary or on the ability of any
Borrower or any Guarantor to perform its obligations under this Agreement or any
other Loan Document or (ii) arising under any federal, state or local Law,
regulating (A) the discharge of materials into or the protection of the
environment, (B) the management, handling or disposal of hazardous waste or
toxic substances or (C) the public health.

                  (g) Notices of Adverse Judgments. Promptly after the
institution thereof, notice of all adverse judgments in excess or $250,000 or
which involve any substantial risk of any material adverse effect on the
business, operations or condition (financial or otherwise) of Foster or any
Subsidiary entered by an Official Body against Foster or any Subsidiary, said
notice to include the exact Dollar amount of any such adverse judgment as well
as any other estimated adverse economic impact on Foster or its Subsidiaries.

                  (h) Material Adverse Changes. Promptly after the occurrence
thereof, notice and a reasonably detailed description of all events, conditions,
acts, facts and omissions (except general economic conditions in the United
States which are a matter of public knowledge) which would constitute a material
adverse change in or which involve any substantial risk of any material adverse
effect on the business, operations or condition (financial or otherwise) of any
Borrower.

                  (i) Copies of Reports, Filings, etc. Promptly after the
sending or filing thereof, copies of all proxy statements, financial statements
and reports which any Borrower or any Subsidiary sends to its stockholders, and
copies of all regular, periodic and special reports and all registration
statements which any Borrower or any Subsidiary may file with the Securities and
Exchange Commission or any governmental authority which may be substituted
therefor, or with any national securities exchange.

                  (j) Returns, etc. Promptly after the occurrence thereof, and
if material individually or in the aggregate, notice of (i) all returns,
rejections, repossessions or losses of or damage to property incurred by an
account and (ii) any requests for audit or adjustment, or any dispute, relating
to an account.

                  (k) Other Information. Such information and documents relating
to any Borrower's or any Guarantor's financial condition, business, assets or
liabilities, at such times and in such form and detail as the Agent or any Bank
may request, including, without limitation, (i) all invoices, documents,
contracts, chattel paper, instruments and other writings pertaining to any
Borrower's or any Guarantor's contracts or the performance thereof, (ii)
evidence of any Borrower's or any Guarantor's accounts and statements showing
the aging, identification, reconciliation and collection thereof, (iii) reports
as to any Borrower's or any Guarantor's inventory and sales, shipment, damage or
loss thereof, and (iv) a list of all of the locations where any of any
Borrower's or any Guarantor's Eligible Inventory is kept or stored, such list to
be updated and revised, if necessary, on a quarterly basis and provided to the
Agent and the Banks at the time financial statements are submitted pursuant to
Section 5.03(a) hereof or as requested by any Bank, all of the foregoing to be
certified by authorized officers or other employees of the applicable Borrower
or the applicable Guarantor, and such other information respecting the business,
the properties or the condition or operations, financial or otherwise, of any
Borrower or any of the Subsidiaries as the Agent or any Bank may from time to
time reasonably request.

                  Section 5.04. Designated Subsidiaries. Foster may from time to
time exclude, by delivering a written notice to the Agent together with such
other information as the Agent or any Bank shall reasonably request, a
Subsidiary or Subsidiaries of Foster (whether now owned or acquired or formed
after the date hereof, other than CXT, which shall be a Guarantor at all times
upon and after the consummation of the acquisition by Foster of all of the
outstanding capital stock of CXT) from being a Guarantor hereunder (each such
excluded Subsidiary being called herein a "Designated Subsidiary") provided that
the Designated Subsidiaries shall not at any time have aggregate gross revenues
or assets that, individually or in the aggregate, constitute 10% or more of the
gross revenues or assets of Foster and its Consolidated Subsidiaries. Schedule
5.04 sets forth a list of the Designated Subsidiaries as of the date hereof. Any
Subsidiary designated by Foster as a Designated Subsidiary after the date hereof
shall be deemed added to Schedule 5.04 upon Agent's receipt of the notice
provided for in the first sentence of this Section 5.04. In the event that the
Designated Subsidiaries at any time have aggregate gross revenues or assets
that, individually or in the aggregate, constitute 10% or more of the gross
revenues or assets of Foster and its Consolidated Subsidiaries, Foster shall
immediately provide a notice to Agent specifying which Subsidiary or
Subsidiaries are to be removed from the list of Designated Subsidiaries on
Schedule 5.04. Any Subsidiaries of Foster that are not Designated Subsidiaries
shall be Guarantors hereunder.

                  Section 5.05. Year 2000 Compliance. Each of the Borrowers
shall, and shall cause each of its Subsidiaries to, (a) take commercially
reasonable efforts to assure that its and their computer-based and other systems
are able to effectively process data, including dates before, on and after
January 1, 2000, without experiencing any Year 2000 Problem that could
reasonably be expected to cause a material adverse change to the condition
(financial or otherwise), business, operations, assets or prospects of any
Borrower or any of its Subsidiaries and (b) at the request of the Agent, provide
the Agent with assurances and substantiation reasonably acceptable to the
Required Banks as to the capability of any Borrower and its Subsidiaries to
conduct its and their businesses and operations before, on and after January 1,
2000 without experiencing a Year 2000 Problem causing a material adverse change
to the condition (financial or otherwise), business, operations, assets or
prospects of any Borrower or any of its Subsidiaries.


                                   ARTICLE VI

                                     DEFAULT

                  Section 6.01. Events of Default. If any one or more of the
following described Events of Default shall occur and be continuing or exist,
the Banks and the Agent shall have the rights and remedies, in addition to all
other rights and remedies available to the Banks and the Agent, set forth in
Sections 6.02 and 6.03 of this Agreement:

                  (a)      A Borrower shall fail to pay interest, principal or
any other amount due hereunder within two Business Days
of the date when due; or

                  (b) A Borrower shall default (i) in any payment of principal
of or interest on any other obligation for borrowed money beyond any period of
grace provided with respect thereto, or (ii) in the performance of any other
agreement, term or condition contained in any agreement under which any such
obligation is created and as a result of such default such obligation has become
due prior to its stated maturity and the result of an event specified in clause
(ii) is to accelerate or permit the acceleration of any such obligation in
excess of $500,000; or

                  (c) Any representation or warranty herein made by a Borrower,
or any certificate or financial statement furnished pursuant to the provisions
hereof, shall prove to have been false or misleading in any material respect as
of the time made or furnished and such Borrower shall not have taken corrective
measures satisfactory to the Agent and the Banks with respect thereto within 30
days after a written notice is sent to such Borrower by the Agent; or

                  (d) A Default shall occur under Section 5.01(h), 5.01(i),
5.01(j), 5.01(o), 5.02(d), 5.02(g), 5.02(h), 5.02(j) or 5.04 hereof or an Event
of Default shall occur under the Security Agreement or the Guaranty and
Suretyship Agreements, any Guarantor Security Agreement or any Subsidiary
Guaranty and Suretyship Agreement; or

                  (e) A Default shall occur under either Section 5.01(d),
5.01(m), 5.01(n), 5.02(a), 5.02(b), 5.02(c), 5.02(e), or 5.02(f) hereof and such
Default shall not have been cured within 30 days of the occurrence of such
Default; or

                  (f) a Borrower shall default in the performance of any other
covenant, condition or provisions hereof and such Borrower shall not have taken
corrective measures satisfactory to the Agent and the Banks with respect thereto
within 30 days after a written notice is sent to such Borrower by the Agent; or

                  (g) Both the following events shall occur: (i) a Reportable
Event, the occurrence of which would have a material adverse effect on the Plan
Employer and which could cause the imposition of a lien under Section 4068 of
ERISA, shall have occurred with respect to any Plan or Plans and be continuing
30 days after written notice of such event shall have been given to the
applicable Borrower by the Agent; and (ii) the aggregate amount of the then
current value of benefit commitments under such Plan or Plans guaranteed under
Title IV of ERISA (and determined using the PBGC actuarial assumptions for
determining asset sufficiency) exceeds the then current value of the assets
allocable to such benefit commitments by more than $1,000,000 at such time; or

                  (h) A proceeding shall have been instituted in a court having
jurisdiction in the premises seeking a decree or order for relief in respect of
a Borrower or any Subsidiary in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or for
the appointment of a receiver, liquidator, assignee, custodian, trustee,
sequestrator (or similar official) of such Borrower or any Subsidiary or for any
substantial part of its property, or for the winding-up or liquidation of its
affairs, and such proceeding shall remain undismissed or unstayed and in effect
for a period of 60 consecutive days or such court shall enter a decree or order
granting the relief sought in such proceeding; or

                  (i) a Borrower or any Subsidiary shall commence a voluntary
case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, shall consent to the entry of an order for relief in an
involuntary case under any such law, or shall consent to the appointment of or
taking possession by a receiver, liquidator, assignee, trustee, custodian,
sequestrator (or other similar official) of such Borrower or Subsidiary or for
any substantial part of its property, or shall make a general assignment for the
benefit of creditors, or shall fail generally to pay its debts as they become
due, or shall take any corporate action in furtherance of any of the foregoing.

                  Section 6.02.  Consequences of Event of Default.

                  (a) If an Event of Default specified under paragraphs (a)
through (g) of Section 6.01 shall occur, the Banks shall be under no further
obligation to make Loans hereunder and the Agent shall be under no further
obligation to issue Letters of Credit hereunder; and the Agent, upon
instructions from the Required Banks, may by written notice to the Borrowers
declare the unpaid balance of all Loans then outstanding and interest accrued
thereon, and all other liabilities of the Borrowers hereunder and thereunder to
be forthwith due and payable, and the same shall thereupon become and be
immediately due and payable, without presentment, demand or protest of any kind,
all of which are hereby expressly waived.

                  (b) If an Event of Default, specified under paragraphs (h) or
(i) of Section 6.01 shall occur, the Banks shall be under no further obligation
to make Loans hereunder and the Agent shall be under no further obligation to
issue Letters of Credit hereunder; and the unpaid balance of all Loans then
outstanding and interest accrued thereon and all other Debt shall be immediately
due and payable, without presentment, demand, protest or notice of any kind, all
of which are hereby expressly waived.

                  Section 6.03. Rights of Set-Off. In case an Event of Default
shall occur and be continuing or shall exist, the Agent and each Bank shall have
the right, in addition to all other rights and remedies available to it, without
notice to the Borrowers, to set-off against and to appropriate and apply to the
unpaid balance of the Debt all the Notes and all other obligations of the
Borrowers hereunder any debt owing to, and any other funds held in any manner
for the account of either Borrower by such holder, including, without
limitation, all funds in all deposit accounts (whether general or special, time
or demand, provisionally credited or finally credited, or otherwise) now or
hereafter maintained by either Borrower for its own account with such holder,
and the Agent and each Bank is hereby granted a security interest in and lien on
all such debts (including all such deposit accounts) for such purpose; provided,
however, that, except for operating expenses due the Agent from the Borrowers,
obligations of the Borrowers to the Banks arising in connection with the Loans
shall be satisfied first with the proceeds of any exercise of the right of
set-off before any other obligations of the Borrowers to any of the Banks shall
be paid. Such right shall exist whether or not any such holder or the Agent or
any Bank shall have made any demand under this Agreement or any Note and whether
or not the Notes and such other obligations are matured or unmatured. The
Borrowers hereby confirm each such holder's and the Agent's and each Bank's
right of banker's lien and set-off and nothing in this Agreement shall be deemed
any waiver or prohibition of any such holder's or of the Agent's and each Bank's
right of banker's lien and set-off.


                                   ARTICLE VII

                                    THE AGENT

                  Section 7.01. Appointment. The Banks hereby appoint Mellon
Bank, N.A. to act as Agent as herein specified for the Banks hereunder and under
the Loan Documents. Each of the Banks does hereby accept and agree to all the
terms and conditions of the Loan Documents. Each of the Banks hereby irrevocably
authorizes, and each holder of any Note by the acceptance of a Note shall be
deemed irrevocably to authorize, the Agent to take such action on its behalf
under the provisions of this Agreement and the Loan Documents and any other
instruments and agreements referred to herein, and to exercise such powers and
to perform such duties hereunder and thereunder, as are specifically delegated
to or required of the Agent by the terms hereof and thereof, together with such
powers as are reasonably incidental thereto. Mellon Bank, N.A. agrees to act as
the Agent on behalf of the Banks to the extent provided in this Agreement and
the Loan Documents. The Banks hereby appoint the law firm of Reed Smith Shaw &
McClay to act as counsel to the Agent and each of the Banks as to all matters
arising in connection with this Agreement or the other Loan Documents.

                  Section 7.02. Delegation of Duties. The Agent may perform any
of its duties hereunder or under the Loan Documents by or through agents or
employees and shall be entitled to advice of counsel concerning all matters
pertaining to its duties hereunder.

                  Section 7.03. Nature of Duties; Independent Credit
Investigation. The Agent shall have no duties or responsibilities except those
expressly set forth in this Agreement and the Loan Documents. The duties of the
Agent shall be mechanical and administrative in nature; the Agent shall not have
by reason of this Agreement or any Loan Document a fiduciary relationship in
respect of any Bank; and nothing in this Agreement or any Loan Document,
expressed or implied, is intended to or shall be so construed as to impose upon
the Agent any obligations in respect of this Agreement or any Loan Document,
except as expressly set forth herein or therein. Each Bank expressly
acknowledges (a) that the Agent has not made any representations or warranties
to it and that no act by the Agent hereafter taken, including any review of the
affairs of any Borrower or any of its Subsidiaries, shall be deemed to
constitute any representation or warranty by the Agent to any Bank; (b) that it
has made and will make its own independent investigation of the financial
condition and affairs and its own appraisal of the creditworthiness of each
Borrower in connection with the making and continuance of the Loans hereunder;
(c) that it has made its own independent investigation of the legal matters
relating to this Agreement, the other Loan Documents and the Notes to be issued
to it pursuant to the terms hereof; and (d) that the Agent shall have no duty or
responsibility, either initially or on a continuing basis, to provide any Bank
with any credit or other information with respect thereto, whether coming into
its possession before the making of a Loan or at any time or times thereafter.

                  Section 7.04. Actions in Discretion of Agent; Instructions
from the Banks. The Agent agrees, upon the written instructions of all the Banks
to take any action of the type specified as being within the Agent's rights,
powers or discretion herein. In the absence of instructions by all he Banks the
Agent shall have authority, in its sole discretion, to take or not to take any
such action, unless this Agreement or a Loan Document specifically requires the
consent of all the Banks. Any action taken pursuant to such instructions or
discretion shall be binding on all the Banks and on all holders of Notes. No
Bank shall have any right of action whatsoever against the Agent as a result of
the Agent acting or refraining from acting hereunder or under the other Loan
Documents in accordance with the instructions of all Banks, or in the absence of
such instructions, in the absolute discretion of the Agent, subject to the
provisions of Section 7.06 hereof.

                  Section 7.05. Exculpatory Provisions. Neither the Agent nor
any of its directors, officers, employees or agents shall be liable to any Bank
for any action taken or omitted to be taken by it or them hereunder or under the
other Loan Documents, or in connection herewith or therewith, unless caused by
its or their own gross negligence or willful misconduct. In performing its
functions and duties hereunder on behalf of the Banks, the Agent shall exercise
the same care which it would exercise in dealing with loans for its own account,
but it shall not (a) be responsible in any manner to any of the Banks for the
effectiveness, enforceability, genuineness, validity or the due execution of
this Agreement, any Loan Document or any of the Notes, or for any recital,
representation, warranty, document, certificate, report or statement herein or
made or furnished under or in connection with this Agreement or any Loan
Document, or (b) be under any obligation to any of the Banks to ascertain or to
inquire as to the performance or observance of any of the terms, covenants or
conditions hereof or thereof on the part of any Borrower, or the financial
condition of any Borrower, or the existence or possible existence of any Event
of Default or Potential Event of Default.

                  Section 7.06. Reimbursement and Indemnification. Each Bank
agrees to reimburse and indemnify the Agent (to the extent not reimbursed by the
Borrowers) ratably, in proportion to its Commitment, from and against any and
all liabilities, obligations, losses, damages, penalties, actions, judgments,
suits, costs, expenses or disbursements of any kind or nature whatsoever which
may be imposed on, incurred by or asserted against the Agent, in its capacity as
such, in any way relating to or arising out of this Agreement, the Loan
Documents, the Letters of Credit or the Notes or any action taken or omitted by
the Agent hereunder or thereunder, provided that no Bank shall be liable for any
portion of such liabilities, obligations, losses, damages, penalties, actions,
judgments, suits, costs, expenses or disbursements (a) if the same results from
the Agent's gross negligence or willful misconduct, or (b) if such Bank was not
given notice of the subject claim and the opportunity to participate in the
defense thereof, at its expense, or (c) if the same results from a compromise
and settlement agreement entered into without the consent of such Bank. Without
limitation of the foregoing, each Bank agrees to reimburse the Agent promptly
upon demand for its ratable share of any out-of-pocket expenses (including
attorney's fees) incurred by the Agent in connection with the preparation,
execution, administration or enforcement of, or the preservation of any rights
under, this Agreement and the other Loan Documents to the extent that the Agent
is not reimbursed for such expenses by the Borrowers.

                  Section 7.07. Reliance by Agent. The Agent shall be entitled
to rely upon any writing, telegram, telecopy, telex or teletype message,
resolution, notice, consent, certificate, letter, cablegram, statement, or order
or other document or conversation by telephone or otherwise believed by it to be
genuine and correct and to have been signed, sent or made by the proper person,
firm or corporation, and upon opinions of counsel and other professional
advisers selected by the Agent. The Agent shall be fully justified in failing or
refusing to take any action hereunder or under any Loan Document unless it shall
first be indemnified to its satisfaction by the Banks against any and all
liability and expense which may be incurred by it by reason of taking or
continuing to take any such action.

                  Section 7.08. Agent in its Individual Capacity. With respect
to its Commitments, the Loans made by it and any Note held by it, the Agent
shall have the same rights and powers hereunder as any other Bank and may
exercise the same as though it were not the Agent, and the terms "Banks" or
"holders of the Notes" shall, unless the context otherwise indicates, include
the Agent in its individual capacity. The Agent and its affiliates may, without
liability to account, make loans to, accept deposits from, act as trustee under
indentures of, and generally engage in any kind of banking or trust business
with, each Borrower and its Subsidiaries and affiliates as though it were not
acting as Agent hereunder.

                  Section 7.09. Holders of Notes. The Agent may deem and treat
any payee of any Note as the owner thereof for all purposes hereof unless and
until written notice of the assignment or transfer thereof shall have been filed
with the Agent. Any request, authority or consent of any legal entity who at the
time of making such request or giving such authority or consent is the holder of
any Note shall be conclusive and binding on any subsequent holder, transferee or
assignee of such Note or of any Note or Notes issued in exchange therefor.

                  Section 7.10. Equalization of Banks. The Banks agree among
themselves that, with respect to all amounts received by any Bank for
application on any obligation hereunder or on the Notes, after the earlier of an
exercise of any Bank's rights of set-off pursuant to the provisions of Section
6.03 or the acceleration of maturity of any of the Notes pursuant to the
provisions of Section 6.02, equitable adjustment will be made in the manner
stated in the next succeeding sentence so that, in effect, all such amounts will
be shared ratably among the Banks, in proportion to the sum of the amounts then
outstanding under the Notes, plus all other Indebtedness of the Borrowers to
them, whether received by voluntary payment, by realization upon security, by
the exercise of the right of set-off or banker's lien, by counterclaim or cross
action or any other non-pro rata source. Any Bank receiving any such amount
shall purchase for cash from the other Banks an interest in their Notes, the
Borrowers' Indebtedness to the Banks, and all other obligations of the Borrowers
to the Banks, if any, in such amount as shall result in a ratable participation
by each of the Banks in the aggregate unpaid amount of all outstanding Notes
then held by all of the Banks, all Indebtedness of the Borrowers to the Banks,
and all other obligations of the Borrowers to the Banks, provided that if all or
any portion of such excess amount is thereafter recovered from such Bank, such
purchase shall be rescinded and the purchase price restored to the extent of
such recovery but without interest.

                  Section 7.11. Successor Agent. The Agent may resign at any
time by giving written notice thereof to the Banks and the Borrowers. Upon any
such resignation, the Required Banks (with the consent of the Borrowers, which
consent shall not be unreasonably withheld) shall have the right to appoint a
successor Agent. If no successor Agent shall have been so appointed, and shall
have accepted such appointment within 30 days after the retiring Agent's giving
of notice of resignation, then the retiring Agent may, on behalf of the Banks,
appoint a successor Agent which shall be a commercial bank organized under the
laws of the United States of America or any State thereof and having a combined
capital and surplus of at least $100,000,000. Upon the acceptance by a successor
Agent of its appointment as Agent hereunder, such successor Agent shall
thereupon succeed to and become vested with all the rights, powers, privileges
and duties of the retiring Agent, and the retiring Agent shall be discharged
from its duties under this Agreement. After any retiring Agent's resignation
hereunder as Agent, the provisions of this Article VII shall inure to its
benefit as to any actions taken or omitted by it while it was Agent under this
Agreement.

                  Section 7.12. Syndication Agent and Documentation Agent. The
titles "Syndication Agent," and "Documentation Agent" are honorific, and neither
the Syndication Agent nor Documentation Agent, as in its capacity as such, shall
have any duties or responsibilities. Nothing in this Section 7.12 is intended,
or shall be construed, to limit or affect the rights, duties or responsibilities
of the Agent or any Bank (in its capacity as a Bank) under this Agreement.


                                  ARTICLE VIII
                                  MISCELLANEOUS

                  Section 8.01. Modifications, Amendments or Waivers. With the
written consent of the Required Banks, the Agent, acting on behalf of all the
Banks, and the Borrowers may from time to time enter into agreements amending or
changing any provision of this Agreement or the rights of the Banks or the
Borrowers hereunder, or the Agent, with the written consent of the Required
Banks, may grant waivers or consents to a departure from the due performance of
the obligations of the Borrowers hereunder, any such agreement, waiver or
consent made with such written consent being effective to bind all the Banks;
provided, that no such agreement, waiver or consent may be made which will:

                           (a) Reduce or increase the amount or alter the term
                  of the Commitment of any Bank hereunder, or alter the
                  provisions relating to the Facility Fees payable to any Bank
                  hereunder, or alter any fees payable pursuant to Section
                  2.02(c) hereof, or amend Section 2.07 hereof without the
                  written consent of all the Banks; or

                           (b) Extend the time for payment of principal or
                  interest on any Note, or reduce the principal amount of or the
                  rate of interest borne by any Note, or otherwise affect the
                  terms of payment of the principal of or interest on any Note,
                  without the written consent of the holder of such Note; or

                           (c)  Amend Sections 2.05(d) or 2.08 hereof without
the written consent of all of the Banks;

                           (d) Change the percentages specified in the
                  definition herein of "Required Banks", or amend this Section
                  8.01 without the written consent of all the Banks;

                           (e)  Amend Sections 5.01(o) or 5.02(c) hereof without
 the written consent of all the Banks;

                           (f) Amend the definitions of "Eligible Accounts" or
                  "Eligible Inventory" set forth in Section 1.01 hereof, such
                  that the standards of eligibility are more restrictive,
                  without the written consent of the Required Banks, or amend
                  these definitions, such that the standards of eligibility are
                  more permissive, without the written consent of all the Banks;

                           (g) Release the security interest in the Collateral
                  granted in any of the Loan Documents without the written
                  consent of all of the Banks; or

                           (h)  Grant any extension of the Expiration Date or
otherwise amend Section  2.11 hereof without the consent of all of the Banks.

                  Section 8.02. No Implied Waivers; Cumulative Remedies; Writing
Required. No delay or failure of the Agent, any Bank or holder of any Note in
exercising any right, power or remedy hereunder or under any Loan Document shall
affect or operate as a waiver thereof; nor shall any single or partial exercise
thereof or any abandonment or discontinuance of steps to enforce such a right,
power or remedy preclude any further exercise thereof or of any other right,
power or remedy. The rights and remedies hereunder and under the other Loan
Documents of the Agent, any Bank, and holders of the Notes are cumulative and
not exclusive of any rights or remedies (including, without limitation, the
right of specific performance) which they or any of them would otherwise have.
Any waiver, permit, consent or approval of any kind or character on the part of
the Agent, any Bank or the holder of any Note of any breach or default under
this Agreement, any other Loan Document or any Note or any such waiver of any
provision or condition hereof or thereof must be in writing and shall be
effective only to the extent in such writing specifically set forth.

                  Section 8.03. Reimbursement of Expenses; Taxes. The Borrowers
agree upon demand to pay or cause to be paid or to reimburse the Agent and save
the Agent harmless against liability for the payment of all reasonable
out-of-pocket expenses, including without limitation reasonable fees and
reasonable expenses of Reed Smith Shaw & McClay LLP, special counsel for the
Agent and the Banks, and all other reasonable fees and expenses (including
counsel fees and the costs and expenses incurred by the Agent's asset-based
lending division or credit recovery group) incurred by the Agent (a) arising in
connection with the development, preparation, execution, performance,
administration and interpretation of this Agreement, all of the other Loan
Documents, and other instruments and documents to be delivered hereunder, (b)
relating to any amendments, waivers or consents pursuant to the provisions
hereof or thereof, (c) arising in connection with the enforcement of this
Agreement, or the other Loan Documents, collection of the Notes, or the proof
and allowability of any claim arising under this Agreement or the other Loan
Documents, whether in any bankruptcy or receivership proceeding or otherwise,
and (d) arising in connection with any litigation or preparation for litigation
related to the collection of amounts owed under this Agreement, or the other
Loan Documents. The Borrowers agree upon demand to pay or cause to be paid or to
reimburse each Bank and save each Bank harmless against liability for the
payment of all reasonable out-of-pocket expenses (including fees and expenses of
their respective counsel) incurred by such Bank in connection with the
collection of the Notes or the proof and allowability of any claim arising under
this Agreement or the other Loan Documents, whether in any bankruptcy or
receivership proceeding or otherwise. The Borrowers agree to pay and to
indemnify and save the Banks harmless from any and all liability for any stamp
or other taxes, fees or similar impositions which may be payable in connection
with this Agreement, the Notes or the other Loan Documents, or the performance
of any transactions contemplated hereby or thereby.

                  Section 8.04. Indemnity. The Borrowers agree to indemnify each
of the Agent and the Banks, their directors, officers and employees and each
legal entity, if any, who controls the Agent and each of the Banks and to hold
the Agent and each of the Banks harmless from and against any and all claims,
damages, liabilities and expenses (including, without limitation, all reasonable
fees of counsel with whom the Agent and each Bank may consult and all expenses
of litigation or preparation thereon which any of the Agent or the Banks may
incur or which may be asserted by a third party against the Agent or any of the
Banks in connection with or arising out of the matters referred to herein or in
the other Loan Documents. The indemnity agreement contained in this Section 8.04
shall survive the termination of this Agreement. Promptly and upon receipt by
any indemnified party hereunder of notice of the commencement of any action,
such indemnified party shall, if a claim in respect thereof is to be made
against a Borrower hereunder, notify the Borrower in writing of the commencement
thereof. Such Borrower may participate at its expense in the defense of any such
action or claim.

                  Section 8.05. Holidays. Whenever any payment or action to be
made or taken hereunder shall be stated to be due on a day which is not a
Business Day, such payment or action shall be made or taken on the next
following Business Day, and such extension of time shall be included in
computing interest or fees, if any, in connection with such payment or action.

                  Section 8.06. Notices. All notices and other communications
given to or made upon any party hereto in connection with this Agreement shall,
except as otherwise expressly herein provided, be in writing (including telexed,
telecopied or telegraphic communication) and mailed, telexed, telecopied,
telegraphed or delivered to the respective parties, as follows:

                           Borrowers:

                           L.B. Foster Company
                           415 Holiday Drive
                           Pittsburgh, Pennsylvania 15220
                           Attn:  Chief Financial Officer
                           Telephone:  (412) 928-3400
                           Telecopier:  (412) 928-3486
                           Telex:  (710) 664-4325
                           Answerback:  Foster Hqs

                           The Agent:

                           Mellon Bank, N.A.
                           One Mellon Bank Center
                           45th Floor
                           Pittsburgh, Pennsylvania 15258-0001
                           Attention:  Charles H. Staub
                           Telephone:  (412) 234-1068
                           Telecopier:  (412) 236-1914
                           Telex:  812-367
                           Answerback:  Mel Bnk PGH

                           With a copy to:

                           Mellon Bank, N. A.
                           Loan Administration
                           Three Mellon Bank Center
                           Pittsburgh, Pennsylvania  15259
                           Attn:  Agented Credits

                           The Banks:

                           Their respective names and
                           addresses set forth in
                           Section 2.01 hereof

or in accordance with any subsequent written direction from any party to the
others. All such notices and other communications shall, except as otherwise
expressly herein provided, be effective when deposited in the mail, postage
prepaid; in the case of telex or telecopier, when received; or in the case of
telegraph, when delivered to the telegraph company, charges prepaid.

                  Section 8.07. Survival. All representations, warranties,
covenants and agreements of Foster, Natmaya or the Borrowers contained herein or
in any other Loan Document or made in writing in connection herewith shall
survive the execution and delivery hereof and thereof and the making of Loans
hereunder and the issuance of Letters of Credit hereunder, and shall continue in
full force and effect so long as any Borrower may borrow hereunder and until
payment in full of the Debt.

                  Section 8.08. Governing Law. This Agreement and the other Loan
Documents, and the rights and obligations of the parties hereto and thereto,
shall be governed by and construed and enforced in accordance with the laws of
the Commonwealth of Pennsylvania, excluding its rules relating to the conflict
of laws.

                  Section 8.09. Successors and Assigns. This Agreement shall be
binding upon and inure to the benefit of the Agent, the Banks, the Borrowers and
their respective successors and assigns, except that neither Borrower may assign
or transfer any of its rights or obligations hereunder or any interest herein.
Any Bank may from time to time sell, assign or grant one or more participations
in all or any part of its Commitment or any Loan made by it or which may be made
by it, or of its right, title and interest therein or thereto or in or to this
Agreement (collectively, "Interests"), to another lending office, bank,
financial institution, or other entity ("Transferees"), provided, (a) that no
Transferee shall be entitled to receive any greater payment under Sections
2.05(d) and 2.08 than the Bank making such transfer would have been entitled to
receive with respect to the rights transferred; (b) that any Transferee (unless
otherwise provided in the instrument of transfer) may exercise any and all
rights of banker's lien, set-off and counterclaim with respect to its Interest
as fully as if such Transferee were the holder of a Loan in the amount of its
Interest; and (c) that, unless

                  (i) The Borrowers consent in writing to the absolute
                  assignment to a Transferee by a Bank hereunder, which consent
                  shall not be unreasonably withheld,

                  (ii) the transferring Lender shall have paid to the Agent the
                  then standard fee in connection with the registration of such
                  transfer, and

                  (iii) such Transferee shall have executed and delivered to the
                  Borrowers and the Agent an agreement satisfactory in form and
                  substance to counsel for the Agent by which such Transferee
                  agrees to become a party hereto and to be bound by all of the
                  terms, conditions and provisions hereof,

any agreement pursuant to which any Bank may grant a participation in its rights
with respect to any particular Loan or Loans shall provide that, with respect to
such Loan or Loans, insofar as the Borrowers are concerned, such Bank shall
retain the sole right and responsibility to exercise (or refrain from
exercising) the rights of such Bank and enforce the obligations of the Borrowers
or any other person relating to such Loan or Loans including, without
limitation, the right to approve any amendment, modification or waiver of any
provision of this Agreement and the right to take action to have the Notes
declared due and payable pursuant to Section 6.02 hereof; but the foregoing
provision shall not restrict the right of any Bank to agree with any Transferee
concerning the circumstances under which such Bank will exercise or refrain from
exercising any rights so retained, including without limitation an agreement
that such Bank will not, without the participant's prior written consent,
exercise any such rights which would (i) reduce the principal amount of or the
rate of interest on any Note, or (ii) extend the time for payment of principal
or interest on any Note; and provided further, that, unless the Borrowers
otherwise consent in writing, which consent shall not be unreasonably withheld,
no such grant of a participation shall be deemed to relieve any Bank of its
obligation to lend under this Agreement or constitute a waiver of any rights of
the Borrowers or the Agent hereunder against any Bank. The Banks may furnish any
information concerning the Borrowers in the possession of the Agent or the Banks
from time to time to assignees and participants, including prospective assignees
or participants. Each Bank represents to the Borrowers that it will acquire the
Notes in connection with the making of loans in the ordinary course of its
normal commercial banking business. Except to the extent otherwise required by
its context, the word "Bank" where used in this Agreement shall mean and include
the holder of any Note originally issued to such Bank, and the holder of such
Note shall be bound by and have the benefits of this Agreement the same as if
such holder had been a signatory hereto. Notwithstanding any other provision of
this Section 8.09, at any time when an Event of Default has occurred and is
continuing, (A) the Borrowers shall not have any right to consent to any action
of the Agent or any Bank under this Section 8.09, and (B) the Borrowers shall be
deemed to have consented to any actions taken by the Agent or any Bank under
this Section 8.09. Nothing in this Section 8.09 shall limit or impair any Bank's
rights under Section 2.09 hereof.

                  Notwithstanding anything to the contrary contained herein, any
Bank (a "Granting Bank") may grant to a special purpose funding vehicle (an
"SPC") of such Granting Bank, identified as such in writing from time to time by
the Granting Bank to the Agent and the Borrower, the option to provide to the
Borrower all or part of any Loan that such Granting Bank would otherwise be
obligated to make to a Borrower pursuant to Sections 2.01 and 2.03; provided,
that (i) nothing herein shall constitute a commitment to make any Loan by a SPC
and (ii) if a SPC elects not to exercise such option or otherwise fails to
provide all or any part of such Loan, the Granting Bank shall be obligated to
make such Loan pursuant and subject to the terms and conditions hereof. The
making of a Loan by a SPC hereunder shall utilize the Commitments of the
Granting Bank to the same extent, and as if, such Loan were made by the Granting
Bank. Each party hereto agrees that no SPC shall be liable for any indemnity or
similar payment obligation under this Agreement (all liability for which shall
remain with the Granting Bank). In furtherance of the foregoing, each party
hereto hereby agrees, which agreement shall survive the termination of this
Agreement, that, prior to the date that is one year and one day after the
payment in full of all outstanding senior indebtedness of any SPC it will not
institute against, or join any other person in instituting against, such SPC any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
or similar proceedings under the laws of the United States of America or any
State thereof. In addition, notwithstanding anything to the contrary contained
in this Section, any SPC may (i) with notice to, but without prior written
consent of, the Borrowers, or the Agent and without paying any processing fee
therefor, assign all or a portion of its interests in any Loans to its Granting
Bank or to any financial institutions providing liquidity and/or credit
facilities to or for the account of such SPC to fund the Loans made by such SPC
or to support the securities (if any) issued by such SPC to fund such Loans and
(ii) disclose on a confidential basis any non-public information relating to its
Loans to any rating agency, commercial paper dealer or provider of a surety,
guarantee or credit or liquidity enhancement to such SPC. In no event shall the
Borrower be obligated to pay to a SPC that has made a Loan any greater amount
than the Borrowers would have been obligated to pay under this Agreement if the
Granting Bank had made such a Loan.
This Section may not be amended without the written consent of the Granting
Bank.

                  Section 8.10. Severability. The provisions of this Agreement
and of the other Loan Documents are severable, and if any clause or provision of
this Agreement or of any Loan Document shall be held invalid or unenforceable in
whole or in part in any jurisdiction, then such clause or provision shall, as to
such jurisdiction, be ineffective to the extent of such invalidity or
unenforceability without in any manner affecting the validity or enforceability
of such clause or provision in any other jurisdiction or the remaining
provisions hereof and of the other Loan Documents in any jurisdiction.

                  Section 8.11. Nature of Liabilities. Any and all obligations
and liabilities in respect of this Agreement (including, without limitation, the
Notes and the other Loan Documents) on the part of the Borrowers or any Borrower
and its Subsidiaries shall be joint and several. Any and all obligations and
liabilities in respect of this Agreement (including, without limitation, the
Notes and the other Loan Documents) on the part of one or more of the Agent and
the Banks shall be several and not joint.

                  Section 8.12. Marshalling; Payments Set Aside. Neither the
Agent nor any of the Banks shall be under any obligation to marshal any assets
in favor of any Borrower or any other person or against or in payment of any or
all of the Debt. To the extent that any Borrower makes a payment or payments to
the Agent or any Bank or the Agent or any of the Banks exercises its rights of
setoff, and such payment or payments or the proceeds of such enforcement or
setoff or any part thereof are subsequently invalidated, declared to be
fraudulent or preferential, set aside, recovered from, disgorged by or are
required to be refunded, repaid or otherwise restored to either of the
Borrowers, a trustee, receiver or any other person under any Law, including
without limitation any bankruptcy Law, state or federal Law, common Law or
equitable cause, then to the extent of any such restoration, the obligation or
part thereof originally intended to be satisfied shall be revived and continued
in full force and effect as if such payment had not been made or such
enforcement or setoff had not occurred.

     Section 8.13.  Prior  Understandings.  This Agreement  supersedes all prior
understandings and agreements, whether written or oral, among the parties hereto
relating to the transactions provided for herein.

                  Section 8.14. Counterparts. This Agreement may be executed in
any number of counterparts and by different parties hereto on separate
counterparts, each of which, when so executed and delivered, shall be an
original, but all such counterparts shall together constitute one and the same
instrument.

     Section 8.15. Section Headings.  The underlined section headings herein are
for  convenience  of  reference  only  and  shall  not in  any  way  affect  the
interpretation or construction hereof.

                  Section 8.16. Waiver Of Right To Trial By Jury. EACH BORROWER
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OR ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION (1) ARISING UNDER THIS AGREEMENT OR ANY OTHER DOCUMENT OR
INSTRUMENT ATTACHED HERETO, REFERRED TO HEREIN OR DELIVERED IN CONNECTION
HEREWITH, OR (2) IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE
DEALINGS OF ANY BORROWER WITH RESPECT TO THIS AGREEMENT OR ANY OTHER DOCUMENT OR
INSTRUMENT ATTACHED HERETO, REFERRED TO HEREIN OR DELIVERED IN CONNECTION
HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER
SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND EACH BORROWER HEREBY AGREES AND
CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED
BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN
EVIDENCE OF THE CONSENT OF EACH BORROWER HERETO TO THE WAIVER OF ITS RIGHT TO
TRIAL BY JURY.






                  IN WITNESS WHEREOF, the parties hereto, by their officers
thereunto duly authorized, have executed this Agreement as of the day and year
first above written.

Attest:                                   L. B. FOSTER COMPANY

/s/David L. Voltz
                                          By: /s/D. Minor
Title: Secretary                          Title: V.P. Treasurer
[CORPORATE SEAL]


Attest:                                   NATMAYA, INC.

/s/Thomas P. Condrin
                                          By: Judith J. Scarborough

Title: Vice President/Secretary           Title: President
[CORPORATE SEAL]

                                          MELLON BANK, N A., as Administration
                                          Agent and as a Bank


                                          By: /s/Mark Johnston

                                          Title: Vice President


                                          PNC BANK, NATIONAL ASSOCIATION, as
                                          Syndication Agent and as a Bank



                                          By: /s/Louis R. Castello

                                          Title: Vice President


                                          FIRST UNION NATIONAL BANK, as
                                          Documentation Agent and as a Bank


                                          By: /s/L. M. Braxton

                                          Title: Vice President

EX-27

 


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