VOTING AGREEMENT VOTING AGREEMENT, dated as of September 26, 1999 (this "Agreement"), between Westinghouse Air Brake Company, a Delaware corporation ("WABCO"), and the undersigned stockholder (the "Stockholder") of MotivePower Industries, Inc., a...Voting Agreement • October 13th, 1999 • Westinghouse Air Brake Co /De/ • Railroad equipment • Pennsylvania
Issuer AND THE BANK OF NEW YORK TrusteeFirst Supplemental Indenture • March 20th, 1998 • Westinghouse Air Brake Co /De/ • Railroad equipment • New York
EXHIBIT 2.3 MOTIVEPOWER STOCK OPTION AGREEMENTStock Option Agreement • June 3rd, 1999 • Westinghouse Air Brake Co /De/ • Railroad equipment • Pennsylvania
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATIONPurchase Agreement • November 19th, 2003 • Westinghouse Air Brake Technologies Corp • Railroad equipment • New York
REFINANCING CREDIT AGREEMENT by and amongCredit Agreement • March 28th, 2000 • Westinghouse Air Brake Technologies Corp • Railroad equipment • Pennsylvania
1 Exhibit 10.6 AMENDED AND RESTATED STOCKHOLDERS AGREEMENT THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "AGREEMENT") dated as of March 5, 1997, by and among the VOTING TRUST (the "VOTING TRUST) created under the Second Amended WABCO Voting...Stockholders Agreement • March 20th, 1998 • Westinghouse Air Brake Co /De/ • Railroad equipment • Delaware
1 EXHIBIT 2.2 WABCO STOCK OPTION AGREEMENTStock Option Agreement • June 3rd, 1999 • Westinghouse Air Brake Co /De/ • Railroad equipment • Pennsylvania
VOTING AGREEMENT VOTING AGREEMENT, dated as of September 26, 1999 (this "Agreement"), among MotivePower Industries, Inc., a Pennsylvania corporation ("MotivePower"), and the undersigned stockholders (collectively, the "Stockholders" and individually,...Voting Agreement • October 13th, 1999 • Westinghouse Air Brake Co /De/ • Railroad equipment • Delaware
Exhibit 10.23 AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT THIS AMENDMENT NO. 1, dated as of March 28, 1997 TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "Amendment"), dated as of March 5, 1997, by and among the VOTING...Stockholders Agreement • March 20th, 1998 • Westinghouse Air Brake Co /De/ • Railroad equipment • Delaware
BY AND AMONGPurchase Agreement • November 13th, 2001 • Westinghouse Air Brake Technologies Corp • Railroad equipment • New York
1 Exhibit 2.1 SALE AGREEMENT Dated as of August 7, 1998 By and Between ROCKWELL COLLINS, INC.Sale Agreement • October 20th, 1998 • Westinghouse Air Brake Co /De/ • Railroad equipment • Delaware
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • November 3rd, 2016 • Westinghouse Air Brake Technologies Corp • Railroad equipment • New York
This REGISTRATION RIGHTS AGREEMENT dated November 3, 2016 (this “Agreement”) is entered into by and among Westinghouse Air Brake Technologies Corporation, a Delaware corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”) and J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated and PNC Capital Markets LLC, as representatives (the “Representatives”) of the several initial purchasers (the “Initial Purchasers”) named in the Purchase Agreement (as defined below).
INDENTURE Dated as of August 6, 2003Indenture • November 19th, 2003 • Westinghouse Air Brake Technologies Corp • Railroad equipment • New York
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATIONUnderwriting Agreement • August 6th, 2013 • Westinghouse Air Brake Technologies Corp • Railroad equipment • New York
Introductory. Westinghouse Air Brake Technologies Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $250,000,000 aggregate principal amount of the Company’s 4.375% Notes due 2023 (the “Notes”). J.P. Morgan Securities LLC (“J.P. Morgan”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Notes.
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANYRedemption Agreement • April 11th, 1997 • Westinghouse Air Brake Co /De/ • Railroad equipment • New York
4,846,000 Shares WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION COMMON STOCK UNDERWRITING AGREEMENTUnderwriting Agreement • November 18th, 2003 • Westinghouse Air Brake Technologies Corp • Railroad equipment • New York
COMMON STOCK REGISTRATION RIGHTS AGREEMENTCommon Stock Registration Rights Agreement • March 20th, 1998 • Westinghouse Air Brake Co /De/ • Railroad equipment • New York
Exhibit 4.03 WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION 6 7/8% Senior Notes due 2013 EXCHANGE AND REGISTRATION RIGHTS AGREEMENT ------------------------------------------Exchange and Registration Rights Agreement • November 19th, 2003 • Westinghouse Air Brake Technologies Corp • Railroad equipment • New York
UNDERWRITING AGREEMENTUnderwriting Agreement • June 1st, 2021 • Westinghouse Air Brake Technologies Corp • Railroad equipment • New York
Introductory. Wabtec Transportation Netherlands B.V., a private limited liability company (besloten vennootschap) organized under the laws of the Netherlands (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the several underwriters named in Schedule A (the “Underwriters”), acting severally and not jointly, the respective amounts set forth in such Schedule A of €500,000,000 aggregate principal amount of the Company’s 1.25% Senior Notes due 2027 (the “Notes”). The Notes will be guaranteed by Westinghouse Air Brake Technologies Corporation (the “Guarantor”) on an unconditional basis (the “Guarantee” and, together with the Notes, the “Securities”). BNP Paribas, Goldman Sachs & Co. LLC and HSBC Continental Europe have agreed to act as representatives of the several Underwriters (collectively, in such capacity, the “Representatives”) in connection with the offering and sale of the Securities.
Article I Consent and AmendmentsRefinancing Credit Agreement • November 19th, 2003 • Westinghouse Air Brake Technologies Corp • Railroad equipment • Pennsylvania
AMONGPurchase Agreement • October 4th, 1996 • Westinghouse Air Brake Co /De/ • Railroad equipment • New York
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • January 5th, 2022 • Westinghouse Air Brake Technologies Corp • Railroad equipment • New York
Exhibit H-2 — Form of US Tax Compliance Certificate for Non-US Participants that are not Partnerships for US Federal Income Tax Purposes
TERM CREDIT AGREEMENT dated as of March 14, 2024, among WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION, the LENDERS Party Hereto and PNC BANK, NATIONAL ASSOCIATION, as the Administrative AgentTerm Credit Agreement • March 18th, 2024 • Westinghouse Air Brake Technologies Corp • Railroad equipment • New York
TERM CREDIT AGREEMENT dated as of March 14, 2024 among WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION, a Delaware corporation, the LENDERS party hereto and PNC BANK, NATIONAL ASSOCIATION, as the Administrative Agent.
TAX MATTERS AGREEMENTTax Matters Agreement • February 25th, 2019 • Westinghouse Air Brake Technologies Corp • Railroad equipment • Delaware
This TAX MATTERS AGREEMENT (the “Agreement”) is entered into as of February 25, 2019 among General Electric Company (the “Company”), a New York corporation, on behalf of itself and the members of the Company Group, Transportation Systems Holdings Inc. (“SpinCo”), a Delaware corporation, on behalf of itself and the members of the SpinCo Group, Westinghouse Air Brake Technologies Corporation (“Parent”), a Delaware corporation, on behalf of itself and the members of the Parent Group, and Wabtec US Rail, Inc. (“Direct Sale Purchaser”), a Delaware corporation.
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • February 25th, 2019 • Westinghouse Air Brake Technologies Corp • Railroad equipment
This EMPLOYEE MATTERS AGREEMENT, dated as of February 25, 2019 (this “Agreement”), is entered into by and among General Electric Company, a New York corporation (the “Company”), Transportation Systems Holdings Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“SpinCo”), Westinghouse Air Brake Technologies Corporation, a Delaware corporation (“Parent”), and Wabtec US Rail, Inc., a Delaware corporation and an indirect subsidiary of Parent (“Direct Sale Purchaser”). “Party” or “Parties” means the Company, SpinCo, Parent or Direct Sale Purchaser, as applicable, individually or collectively, as the case may be. Capitalized terms used and not defined herein shall have the meanings set forth in, as applicable, the Separation, Distribution and Sale Agreement by and among the Company, SpinCo, Parent and Direct Sale Purchaser, dated May 20, 2018 and as amended on January 25, 2019 (the “Separation Agreement”), or the Agreement and Plan of Merger by and among the Company,
EMPLOYMENT CONTINUATION AGREEMENTEmployment Continuation Agreement • October 27th, 2021 • Westinghouse Air Brake Technologies Corp • Railroad equipment • Pennsylvania
THIS EMPLOYMENT CONTINUATION AGREEMENT (this “Agreement”) between Westinghouse Air Brake Technologies Corporation, a Delaware corporation (the “Company”), and John A. Olin, (the “Executive”), dated as of this 14th day of September, 2021.
FIRST AMENDED AND RESTATED REFINANCING CREDIT AGREEMENT by and among WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION and WABTEC COÖPERATIEF U.A., as the Borrowers and THE GUARANTORS PARTY HERETO and THE LENDERS PARTY HERETO and PNC BANK, NATIONAL...Revolving Credit Facility • February 21st, 2014 • Westinghouse Air Brake Technologies Corp • Railroad equipment
EXHIBIT 5.9.7(A) -U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
AMENDMENT TO SEPARATION, DISTRIBUTION AND SALE AGREEMENTSeparation, Distribution and Sale Agreement • January 31st, 2019 • Westinghouse Air Brake Technologies Corp • Railroad equipment
SHAREHOLDERS AGREEMENTShareholder Agreement • February 25th, 2019 • Westinghouse Air Brake Technologies Corp • Railroad equipment • Delaware
This SHAREHOLDERS AGREEMENT (this “Agreement”), dated as of February 25, 2019, is between Westinghouse Air Brake Technologies Corporation, a Delaware corporation (the “Company”), and General Electric Company, a New York corporation (the “Shareholder” and, together with the Company and each Person that has executed and delivered to the Company a joinder to this Agreement in accordance with Section 5.6, collectively, the “Parties”).
FIFTH SUPPLEMENTAL INDENTURE Dated as of April 28, 2017 to INDENTURE Dated as of August 8, 2013 by and among WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION, as IssuerSupplemental Indenture • August 3rd, 2017 • Westinghouse Air Brake Technologies Corp • Railroad equipment • New York
THIS FIFTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) is made as of April 28, 2017, by and among WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), each of the GUARANTORS and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • May 24th, 2018 • Westinghouse Air Brake Technologies Corp • Railroad equipment • Delaware
VOTING AND SUPPORT AGREEMENT (this “Agreement”), dated as of May 20, 2018, by and among General Electric Company, a New York corporation (the “Company”), and each of the Persons listed on Schedule 1 hereto (each, a “Stockholder” and, collectively, the “Stockholders”).
AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENTShareholders Agreement • October 26th, 2016 • Westinghouse Air Brake Technologies Corp • Railroad equipment
This AMENDMENT NO. 1 TO SHAREHOLDERS AGREEMENT (this “Amendment”) dated October 24, 2016, is among Wabtec Corporation, a corporation incorporated under the laws of the State of Delaware, USA (together with its successors and permitted assigns, “Wabtec”) and Mr. Erwan Faiveley, a French citizen born on July 27, 1979 in Chenôve, France, residing at 10 rue du Tribourg, 21700 Nuits Saint-Georges, France, in his capacity as the Sellers’ Representative, on behalf of Fiancière Faiveley, Famille Faiveley Participations, Mr. Francois Faiveley, and Mr. Erwan Faiveley (the “Sellers’ Representative” and, together with Wabtec, the “Parties”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • February 28th, 2017 • Westinghouse Air Brake Technologies Corp • Railroad equipment • New York
AMENDED AND RESTATED EMPLOYMENT AGREEMENT by and between Westinghouse Air Brake Technologies Corporation (the “Company”) and Guillaume Bouhours (“Executive”), dated as of the 24th day of October, 2016 (the “Agreement”).
AGREEMENT AND PLAN OF MERGER dated as of May 20, 2018 among GENERAL ELECTRIC COMPANY, TRANSPORTATION SYSTEMS HOLDINGS INC., WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION and WABTEC US RAIL HOLDINGS, INC.Merger Agreement • May 24th, 2018 • Westinghouse Air Brake Technologies Corp • Railroad equipment • New York
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of May 20, 2018 among General Electric Company, a New York corporation (the “Company”), Transportation Systems Holdings Inc., a Delaware corporation and a wholly owned Subsidiary of the Company (“SpinCo”), Westinghouse Air Brake Technologies Corporation, a Delaware corporation (“Parent”), and Wabtec US Rail Holdings, Inc., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”).
Guarantor Subsidiaries of Westinghouse Air Brake TechnologiesGuaranty Agreement • October 23rd, 2024 • Westinghouse Air Brake Technologies Corp • Railroad equipment
The obligations under the Company's US Notes, the 2022 Credit Agreement and the 2024 Credit Agreement have been fully and unconditionally guaranteed by certain of the Company's U.S. subsidiaries. Each guarantor is 100% owned by the parent company, with the exception of GE Transportation, a Wabtec Company, which has 15,000 shares outstanding of Class A Non-Voting Preferred Stock held by General Electric Company. The Euro Notes are issued by Wabtec Netherlands and are fully and unconditionally guaranteed by the Company.
