Letter Agreement To Be Executed by
Management Purchasers Who Are Parties to
the Stockholders Agreement
March 20, 1997
Vestar Equity Partners, L.P.
0000 00xx Xxxxxx, Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Harvard Private Capital Holdings, Inc.
c/o Harvard Private Capital Group, Inc.
000 Xxxxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
American Industrial Partners Capital
Fund II, L.P.
c/o American Industrial Partners
000 Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Westinghouse Air Brake Company
0000 Xxx Xxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxxx 00000
Re: Stock Purchase Agreement dated as of March 5, 1997
(the "Purchase Agreement")
Ladies and Gentlemen:
The undersigned is a Management Purchaser under the Purchase
Agreement and is also executing a joinder to the Amended and Restated
Stockholders Agreement dated as of March 5, 1997 (the "Stockholders Agreement").
The undersigned is delivering this letter agreement to you in order to induce
you to enter into the Purchase Agreement. The undersigned agrees that prior to
April 1, 1998 the SIH shares being purchased by the undersigned pursuant to the
Purchase Agreement ("Acquired Shares") shall not be sold, transferred, assigned,
mortgaged, changed, hypothecated, given away or otherwise disposed of except in
the circumstances described in the first sentence of Section 5.2.1 of the
Stockholders Agreement . Thereafter, transfer of the Acquired Shares shall be
governed by the provisions of the Stockholders Agreement.
Sincerely,
------------------------------------------
[Signature of Management Purchaser]
