FORM OF TAX MATTERS AGREEMENTTax Matters Agreement • January 31st, 2019 • Westinghouse Air Brake Technologies Corp • Railroad equipment • Delaware
This TAX MATTERS AGREEMENT (the “Agreement”) is entered into as of [●] 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.
FORM OF SHAREHOLDERS AGREEMENTShareholder Agreement • January 31st, 2019 • Westinghouse Air Brake Technologies Corp • Railroad equipment • Delaware
AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 31st, 2019 • Westinghouse Air Brake Technologies Corp • Railroad equipment
AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of January 25, 2019 (this “Amendment”), to the Agreement and Plan of Merger, dated as of May 20, 2018 (the “Merger Agreement” and, together with the Separation Agreement, the “Agreements”), is entered into between 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”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.
