WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION PURCHASE AGREEMENT October 31, 2016 Merrill Lynch, Pierce, Fenner & Smith Incorporated PNC Capital Markets LLC Purchase AgreementPurchase Agreement • November 1st, 2016 • 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 initial purchasers named in Schedule A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $750,000,000 aggregate principal amount of the Company’s 3.450% Notes due 2026 (the “Notes”). The Notes will be unconditionally guaranteed by the guarantors listed in Schedule B hereto (the “Guarantors”) on an unconditional basis (the “Guarantees” and together with the Notes, the “Securities”). J.P. Morgan Securities LLC (“J.P. Morgan”), Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and PNC Capital Markets LLC (“PNC”) have agreed to act as representatives of the several Initial Purchasers (in such capacity, the “Representatives”) in connection with the offering and sale of the Securities.
