Westinghouse Air Brake Technologies Corp Sample Contracts

INDENTURE Dated as of August 6, 2003
Indenture • November 19th, 2003 • Westinghouse Air Brake Technologies Corp • Railroad equipment • New York
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BETWEEN
Stock Option Agreement • October 13th, 1999 • Westinghouse Air Brake Co /De/ • Railroad equipment • Pennsylvania
WESTINGHOUSE AIR BRAKE COMPANY Issuer AND THE BANK OF NEW YORK Trustee
Westinghouse Air Brake Co /De/ • April 11th, 1997 • Railroad equipment • New York
Among
Credit Agreement • March 25th, 1999 • Westinghouse Air Brake Co /De/ • Railroad equipment • New York
BY AND AMONG
Purchase Agreement • November 13th, 2001 • Westinghouse Air Brake Technologies Corp • Railroad equipment • New York
REGISTRATION RIGHTS AGREEMENT
Registration 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).

Issuer AND THE BANK OF NEW YORK Trustee
Westinghouse Air Brake Co /De/ • March 20th, 1998 • Railroad equipment • New York
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
Underwriting 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 I CONSENT AND AMENDMENTS ----------------------
Credit Agreement • April 1st, 2002 • Westinghouse Air Brake Technologies Corp • Railroad equipment • Pennsylvania
ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY
Redemption Agreement • April 11th, 1997 • Westinghouse Air Brake Co /De/ • Railroad equipment • New York
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
Westinghouse Air Brake Technologies Corp • November 19th, 2003 • Railroad equipment • New York
COMMON STOCK REGISTRATION RIGHTS AGREEMENT
Common Stock Registration Rights Agreement • March 20th, 1998 • Westinghouse Air Brake Co /De/ • Railroad equipment • New York
4,846,000 Shares WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION COMMON STOCK UNDERWRITING AGREEMENT
Underwriting Agreement • November 18th, 2003 • Westinghouse Air Brake Technologies Corp • Railroad equipment • New York
AMONG
Purchase Agreement • October 4th, 1996 • Westinghouse Air Brake Co /De/ • Railroad equipment • New York
UNDERWRITING AGREEMENT
Underwriting 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.

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Article I Consent and Amendments
Refinancing Credit Agreement • November 19th, 2003 • Westinghouse Air Brake Technologies Corp • Railroad equipment • Pennsylvania
THIRD AMENDMENT TO CREDIT AGREEMENT
Credit 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

BETWEEN
Purchase Agreement • October 4th, 1996 • Westinghouse Air Brake Co /De/ • Railroad equipment • Ontario
TAX MATTERS AGREEMENT
Tax 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 AGREEMENT
Employee 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 AGREEMENT
Employment 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.

BETWEEN
Wabco Stock Option Agreement • October 13th, 1999 • Westinghouse Air Brake Co /De/ • Railroad equipment • Pennsylvania
AMENDMENT TO SEPARATION, DISTRIBUTION AND SALE AGREEMENT
Separation, Distribution and Sale Agreement • January 31st, 2019 • Westinghouse Air Brake Technologies Corp • Railroad equipment
FORM OF SHAREHOLDERS AGREEMENT
Form of Shareholders Agreement • January 31st, 2019 • Westinghouse Air Brake Technologies Corp • Railroad equipment • Delaware
AMENDMENT TO AGREEMENT AND PLAN OF MERGER
Agreement 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.

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 Issuer
Fifth Supplemental 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 AGREEMENT
Voting 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”).

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