AMENDMENT NO. 1 TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
THIS AMENDMENT NO. 1, dated as of March , 1997 TO THE AMENDED AND
RESTATED STOCKHOLDERS AGREEMENT (this "Amendment"), dated as of March 5, 1997,
by and among the VOTING TRUST (the "Voting Trust") created under the Second
Amended WABCO Voting Trust/Disposition Agreement, dated as of December 13, 1995
(the "Voting Trust Agreement"), VESTAR EQUITY PARTNERS, L.P., a Delaware limited
partnership ("Vestar"), HARVARD PRIVATE CAPITAL HOLDINGS, INC., a Massachusetts
corporation ("Harvard"), AMERICAN INDUSTRIAL PARTNERS CAPITAL FUND II, L.P., a
Delaware limited partnership ("AIP"), and WESTINGHOUSE AIR BRAKE COMPANY, a
Delaware corporation ("WABCO").
WITNESSETH THAT:
WHEREAS, the parties hereto have previously entered into that certain
Amended and Restated Stockholders Agreement (the "Stockholders Agreement"),
dated as of March 5, 1997; and
WHEREAS, the parties hereto executed the Stockholders Agreement based
upon the understanding that ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇▇▇") would execute a
joinder to such Stockholders Agreement; and
WHEREAS, it is now the understanding of the parties hereto that ▇▇.
▇▇▇▇▇▇▇▇ will not be asked to execute such a joinder; and
WHEREAS, the parties hereto wish to amend the Stockholders Agreement to
delete references to ▇▇. ▇▇▇▇▇▇▇▇ from such Stockholders Agreement.
NOW, THEREFORE, the parties hereto, in consideration of their mutual
covenants hereinafter set forth and intending to be legally bound hereby, agree
as follows:
Section 1. Amendments.
Section 4.1.1(f) of the Stockholders Agreement is hereby amended in its
entirety to read as follows:
Any person designated by Vestar, Harvard, ▇▇. ▇▇▇▇▇▇▇▇ or, in the case
of ▇▇. ▇▇▇▇▇▇▇▇▇, the Chairman of the Board, as provided for herein
shall be nominated by the Nominating Committee to be elected to the
Board at the stockholders' meeting, or by the Directors already elected
to the Board, as the case may be, voting in conformity with such
nomination. In furtherance thereof, each of the Voting Trust, Vestar,
Harvard, Vestar Capital, AIP, ▇▇. ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ agrees to vote all of the shares of Common
Stock and any other voting securities of WABCO from time to time held
by it or him in favor of, and each of the Voting Trust, Harvard, Vestar
Capital, AIP, ▇▇. ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇▇
agrees to cause any shares of Common Stock or other WABCO voting
securities as to which it or he from time to time has the right to
direct the vote to be voted in favor of, and to take any other
appropriate steps to cause, the election to the Board of individuals
designated by Vestar, Harvard and/or ▇▇. ▇▇▇▇▇▇▇▇ and, in the case of
▇▇. ▇▇▇▇▇▇▇▇▇, the Chairman of the Board, and nominated by the
Nominating Committee in accordance with this Section 4.1.1; provided,
that ▇▇. ▇▇▇▇▇▇▇▇ shall not be deemed to control any shares of Common
Stock held by the ESOP for purposes of this Section 4.1
Section 5.2.4 of the Stockholders Agreement is hereby amended in its
entirety to read as follows:
Notwithstanding any provision herein to the contrary, Trustholders
(other than ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇,
who shall be subject to Section 5.2.5 below) shall, to the extent
permitted by the Voting Trust Agreement, be permitted to transfer
Voting Trust Shares, withdraw Voting Trust Shares from the Voting
Trust, and/or sell or otherwise dispose of Shares at any time. Upon
expiration of the Voting Trust, Voting Trust Shares may be distributed
in accordance with the terms thereof and such Voting Trust Shares will
no longer be subject to Section 5.1.
Section 5.2.5(a) of the Stockholders Agreement is hereby amended in its
entirety to read as follows:
Except as permitted by Section 5.2.5(b), 5.2.5(c) and 5.2.5(d), until
▇▇▇▇▇ ▇▇, ▇▇▇▇, ▇▇▇▇ of Messrs. Kassling, Fernandez, ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇
(collectively, the "Management Group") shall sell, transfer, assign,
mortgage, change, hypothecate, give away or otherwise dispose of
(collectively "transfer") any shares of Common Stock beneficially owned
by him or any of his interest in the Voting Trust (treating any Common
Stock held by the Voting Trust for the account of any member of the
Management Group as Common Stock owned by such member); provided,
however, that members of the Management Group also shall be permitted
to transfer at any time shares of Common Stock in the circumstances
described in clauses (i), (ii) and (iii) of the first sentence of
Section 5.2.1 hereof.
Section 5.2.5(g) of the Stockholders Agreement is hereby amended in its
entirety to read as follows:
Shares of Common Stock beneficially owned by the Management Group are
as follows:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ 1,548,336 shares
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ 643,444 shares
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ 437,300 shares
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ 251,000 shares
It is agreed that the foregoing shares include all shares of Common
Stock controlled by the Management Group and their respective spouses
and minor children and that all of the foregoing shares shall be
subject to this Agreement.
Section 2. Miscellaneous. Except as expressly set forth herein, the
terms and provisions of the Stockholders Agreement are and shall remain in full
force and effect.
Section 3. Governing Law. This Amendment shall be governed by and
construed in accordance with the laws of the State of Delaware.
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IN WITNESS WHEREOF, the Parties hereto, by their officers thereunto
duly authorized, have executed and delivered this Amendment as of the day and
year first above written.
VESTAR EQUITY PARTNERS, L.P.
By: VESTAR ASSOCIATES, L.P., its General
Partner
By: VESTAR ASSOCIATES CORPORATION,
its General Partner
By: /s/ ▇▇▇▇▇ ▇. Kelky
Title: Managing Director
HARVARD PRIVATE CAPITAL HOLDINGS, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Its: Authorized Signatory
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By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Its: Authorized Signatory
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VOTING TRUST
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: Trustee
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WESTINGHOUSE AIR BRAKE COMPANY
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: Executive Vice President
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AMERICAN INDUSTRIAL PARTNERS
CAPITAL FUND II, L.P.
By: American Industrial Partners II, L.P.,
its General Partner
By: American Industrial Partners
Corporation, its General Partner
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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By: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Chairman
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