Amendment No. 5 to Amended and Restated Refinancing Credit Agreement by and among Westinghouse Air Brake Technologies Corporation and Lenders

Contract Categories: Business Finance › Credit Agreements
Summary

This amendment, dated November 14, 2001, updates the existing Refinancing Credit Agreement between Westinghouse Air Brake Technologies Corporation, its guarantors, and a group of banks. The amendment extends the expiration date for a $100 million convertible revolving credit facility, modifies financial definitions and covenants, and adjusts the commitments of certain lenders. It also sets new financial ratio requirements and clarifies how cash flow and debt are calculated. The changes are effective immediately and are binding on all parties to the original agreement.

Read More Arrow
EX-10.37 6 j9354401ex10-37.txt EXHIBIT 10.37 Exhibit 10.37 AMENDMENT NO. 5 TO AMENDED AND RESTATED REFINANCING CREDIT AGREEMENT THIS AMENDMENT NO. 5 (this "Amendment") is dated as of November 14, 2001, and amends the Amended and Restated Refinancing Credit Agreement, dated as of November 19, 1999, by and among WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION (formerly known as Westinghouse Air Brake Company) ("Borrower") and THE GUARANTORS FROM TIME TO TIME PARTY THERETO ("Guarantors") and THE BANKS FROM TIME TO TIME PARTY THERETO ("Banks") and LASALLE BANK NATIONAL ASSOCIATION, as bookrunner and co-syndication agent ("Agent"), JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), as administrative agent, and THE BANK OF NEW YORK, as co-syndication agent, MELLON BANK, N.A., as documentation agent, LASALLE BANK NATIONAL ASSOCIATION, as an issuing bank, ABN AMRO BANK N.V., as an issuing bank, and CHASE MANHATTAN BANK USA, N.A. (successor in interest to Chase Manhattan Bank Delaware), as an issuing bank, as amended by Amendment No. 1 to Amended and Restated Refinancing Credit Agreement, dated as of November 16, 2000, Amendment No. 2 to Amended and Restated Refinancing Credit Agreement, dated as of March 30, 2001, Amendment No. 3 to Amended and Restated Refinancing Credit Agreement, dated as of July 18, 2001, and Consent and Amendment No. 4 to Amended and Restated Refinancing Credit Agreement, dated as of September 17, 2001 (as so amended, the "Credit Agreement"). BACKGROUND ---------- The parties hereto desire to (i) amend the Credit Agreement to extend the Convertible Revolving Credit Expiration Date, (ii) consent to the application of Borrower's intended prepayment and permanent reduction of the Convertible Revolving Credit Commitments, and (iii) amend certain provisions of the Credit Agreement as hereinafter provided. OPERATIVE PROVISIONS -------------------- NOW THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements herein contained, incorporating the above-defined terms herein, and intending to be legally bound hereby agree as follows: ARTICLE I CONSENT AND AMENDMENTS ---------------------- 1.01 Defined Terms; References. Terms not otherwise defined in this Amendment shall have the respective meanings ascribed to them in the Credit Agreement. As used in this Amendment, "including" is not a term of limitation and means "including without limitation." Each reference to "hereof," "hereunder," "herein," and "hereby" and similar references contained in the Credit Agreement and each reference to "this Agreement" and similar references contained in the Credit Agreement shall, on and after the date hereof, refer to the Credit Agreement as amended hereby. 1.02 Amendment of Credit Agreement. (a) RECITALS. Clause (ii) of the fourth recital of the Credit Agreement is hereby amended and restated in its entirety to read as follows: "(ii) a 364-day $100,000,000 convertible revolving credit facility; and" (b) DEFINITION OF CONVERTIBLE REVOLVING CREDIT EXPIRATION DATE. The definition of "Convertible Revolving Credit Expiration Date" as set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety as follows: "CONVERTIBLE REVOLVING CREDIT EXPIRATION DATE shall mean, with respect to the Convertible Revolving Credit Commitments, November 13, 2002, as such date may be extended in accordance with the terms hereof, but in no event beyond the Revolving Credit Expiration Date." (c) DEFINITION OF CASH FLOW. The definition of "Cash Flow" as set forth in the Credit Agreement is hereby amended and restated in its entirety as follows: "CASH FLOW for any period of determination shall mean, without recognition of the Gain from the GE Sale and without recognition of any loss or expense resulting from write-downs of tangible assets or the creation of one-time reserves to recognize the impairment of assets (but solely to the extent that any such write-downs or reserves are not considered noncash charges to net income) required or permitted by GAAP and recorded during the fiscal year of the GE Sale in an aggregate amount not to exceed the lesser of $50,000,000 or the Gain from the GE Sale: (i) the sum of net income, depreciation, amortization, other noncash charges to net income, interest expense (including the interest component of payments made in connection with capitalized leases, synthetic leases, and the like), income tax expense, and the actual and direct costs and expenses of and restructuring charges associated with the Merger incurred by Borrower and its Subsidiaries in 1999 and 2000 up to an amount equal to $47,060,000 for Borrower's fiscal year ending in 1999 and up to an amount equal to $25,000,000 for Borrower's fiscal year ending in 2000 minus (ii) noncash credits to net income and extraordinary income, in each case of the Borrower and its Subsidiaries for such period determined and consolidated in accordance with GAAP, other than as set forth in this definition; provided, however, that in the event of an acquisition or disposition of a Subsidiary or material line of business or a material division during the period of determination and solely for the purposes of Section 8.2.15 [Maximum Debt to Cash Flow], such calculation shall (Y) in the case of such a disposition, exclude for the period of determination the Cash Flow attributable to the disposed of Subsidiary, line of business, or division as if such disposition had occurred at the beginning of such period of determination and (Z) in the case of such an acquisition, include for the period of determination the Cash Flow attributable to the acquired Subsidiary, line of business, or division as if such acquisition had occurred at the beginning of such period of determination." (d) AMENDMENT TO SECTION 8.2.14 [MINIMUM INTEREST COVERAGE RATIO]. As of the date hereof, Section 8.2.14 of the Credit Agreement is hereby amended and restated in its entirety as follows: 2 "8.2.14. MINIMUM INTEREST COVERAGE RATIO. The Loan Parties shall not permit the ratio of Cash Flow to consolidated interest expense (including the interest component of payments made in connection with capitalized leases, synthetic leases, and similar leases) of Borrower and its Subsidiaries, calculated as of the end of each fiscal quarter for the immediately preceding four (4) fiscal quarters then ended, (i) for the fiscal quarters ending on or before September 30, 2001, to be less than 3.25 to 1.0, and (ii) for the fiscal quarters ending on December 31, 2001, or thereafter, to be less than 3.00 to 1.0." (e) AMENDMENT TO SECTION 8.2.15 [MAXIMUM DEBT TO CASH FLOW]. As of the date hereof, Section 8.2.15 of the Credit Agreement is hereby amended and restated in its entirety as follows: "8.2.15. MAXIMUM DEBT TO CASH FLOW. The Loan Parties shall not permit the ratio of Adjusted Consolidated Total Indebtedness to Cash Flow, calculated as of the end of each fiscal quarter for the immediately preceding four (4) fiscal quarters then ended, (i) for the fiscal quarters ending on or before September 30, 2001, to exceed 3.75 to 1.0, and (ii) for the fiscal quarters ending on December 31, 2001, or thereafter, to exceed 3.25 to 1.0. `Adjusted Consolidated Total Indebtedness' shall mean at any time the Consolidated Total Indebtedness at such time less the unencumbered cash of the Borrower and its Subsidiaries at such time on a consolidated basis and without duplication of amounts." (f) COMMITMENTS. As of the date hereof, SCHEDULE 1.1(B) to the Credit Agreement is hereby deleted and replaced in its entirety with SCHEDULE 1.1(B) hereto. For the avoidance of doubt and notwithstanding any provision of the Credit Agreement to the contrary, the Convertible Revolving Credit Commitment of each Bank for whom the "Amount of Commitment for Convertible Revolving Credit Loans" is established on SCHEDULE 1.1(B) to this Amendment at zero, "$0.00," or the like is hereby terminated and each such Bank shall have no obligation whatsoever to make any Convertible Revolving Credit Loan under the Credit Agreement as modified hereby. 1.03 Waiver of Notice. The parties hereto hereby waive the notice periods required by Subsections 3.4.1(a) and (b) of the Credit Agreement. 1.04 Consent to Reduction of Convertible Revolving Credit Commitments. The parties hereto hereby acknowledge that Borrower desires to make a prepayment of $113,000,000 under and permanently and irrevocably reduce the Convertible Revolving Credit Commitments by such amount and, notwithstanding the provisions of Section 5.4.4 or any other provision of the Credit Agreement, consent to such reduction of the Convertible Revolving Credit Commitments by the application of such prepayment thereto. REPRESENTATIONS AND WARRANTIES ------------------------------ As of the date hereof, the Loan Parties, jointly and severally, represent and warrant to the Agent and each of the Banks as follows: 2.01 The execution and delivery by the Loan Parties of this Amendment, the consummation by the Loan Parties of the transactions contemplated by the Credit Agreement as amended hereby, and the performance by each Loan Party of its respective obligations hereunder and thereunder have been 3 duly authorized by all necessary corporate proceedings, if any, on the part of each Loan Party. On the date of Borrower's execution hereof, there are no set-offs, claims, defenses, counterclaims, causes of action, or deductions of any nature against any of the Obligations. 2.02 This Amendment has been duly and validly executed and delivered by each Loan Party and constitutes, and the Credit Agreement as amended hereby constitutes, the legal, valid and binding obligations of each Loan Party enforceable in accordance with the terms hereof and thereof, except as the enforceability of this Amendment or the Credit Agreement as amended hereby may be limited by bankruptcy, insolvency or other similar laws of general application affecting the enforcement of creditors' rights or by general principles of equity limiting the availability of equitable remedies. 2.03 Neither the execution and delivery of this Amendment nor consummation of the transactions contemplated hereby or by the Credit Agreement as amended hereby nor compliance with the terms and provisions hereof or of the Credit Agreement as amended hereby, by any of the Loan Parties, will (a) violate any Law, (b) conflict with or result in a breach of or a default under the articles or certificate of incorporation or bylaws or similar organizational documents of any Loan Party or any material agreement or instrument to which any Loan Party is a party or by which any Loan Party or any of their respective properties (now owned or hereafter acquired) may be subject or bound, including the Indentures, (c) require any consent or approval of any Person or require a mandatory prepayment or any other payment under the terms of any material agreement or instrument to which any Loan Party is a party or by which any Loan Party or any of their respective properties (now owned or hereafter acquired) may be subject or bound, including the Indentures, (d) result in the creation or imposition of any Lien upon any property (now owned or hereafter acquired) of any Loan Party, or (e) require any authorization, consent, approval, license, permit, exemption or other action by, or any registration, qualification, designation, declaration or filing with, any Official Body. 2.04 After giving effect to the amendments and consents made herein: (i) no Event of Default under and as defined in the Credit Agreement has occurred and is continuing, and (ii) the representations and warranties of each of Borrower and the other Loan Parties contained in the Credit Agreement and the other Loan Documents are true and correct on and as of the date hereof with the same force and effect as though made on such date, except to the extent that any such representation or warranty expressly relates solely to a previous date. ARTICLE III EFFECT, EFFECTIVENESS, CONSENT OF GUARANTORS -------------------------------------------- 3.01 Effectiveness. This Amendment shall become effective as of the date hereof on the date that Agent shall have received from each of the Borrower, the Loan Parties, and the Required Banks a counterpart hereof signed by such party or facsimile or other written confirmation (in form satisfactory to Agent) that such party has signed a counterpart hereof. Within forty-five (45) days of the date hereof, each of the Loan Parties shall have delivered to the Agent a certificate signed by the Secretary or Assistant Secretary of such Loan Party certifying as to the due authorization of such Loan Party to enter into this Amendment and of the officer executing this Amendment on its behalf. 3.02 Amendment. The Credit Agreement is hereby amended in accordance with the terms hereof, and this Amendment and the Credit Agreement shall hereafter be one agreement and any reference to the Credit Agreement in any document, instrument, or agreement shall hereafter mean and include the Credit Agreement as amended hereby. In the event of irreconcilable inconsistency between 4 the terms or provisions hereof and the terms or provisions of the Credit Agreement, the terms and provisions hereof shall control. 3.03 Joinder of Guarantors. Each of the Guarantors hereby joins in this Amendment to evidence its consent hereto, and each Guarantor hereby reaffirms its obligations set forth in the Credit Agreement, as hereby amended, and in each Guaranty Agreement and each other Loan Document given by it in connection therewith. ARTICLE IV MISCELLANEOUS ------------- 4.01 Credit Agreement. Except as specifically amended by the provisions hereof, the Credit Agreement and all other Loan Documents shall remain in full force and effect and are hereby ratified and confirmed by the parties hereto. 4.02 Counterparts, Telecopy Signatures. This Amendment may be signed in any number of counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument; and, delivery of executed signature pages hereof by telecopy transmission from one party to another shall constitute effective and binding execution and delivery of this Amendment by such party. 4.03 Governing Law. This Amendment shall be governed by and construed and enforced in accordance with the laws of the Commonwealth of Pennsylvania without regard to its conflict of laws principles. 4.04 Severability. If any provision of this Amendment, or the application thereof to any party hereto, shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions or applications of this Amendment which can be given effect without the invalid and unenforceable provision or application, and to this end the parties hereto agree that the provisions of this Amendment are and shall be severable. 4.05 Banks' Consent. Each Bank, by its execution hereof, hereby consents to this Amendment pursuant Section 11.1 of the Credit Agreement. 4.06 Return of Convertible Revolving Credit Notes. Upon payment by Borrower, in accordance with the terms hereof and of the Credit Agreement, of all amounts outstanding under each Convertible Revolving Credit Note held by a Non-Agreeing Bank (defined at Section 3.4.1(c) of the Credit Agreement), each such Bank shall, as soon as practicable, return to Borrower such Bank's Convertible Revolving Credit Note; or, in the event such note has been lost or destroyed, such Bank shall evidence to the Borrower, in a manner reasonably satisfactory to the Borrower, such Bank's cancellation of such note. Prior to closing, Borrower shall issue and deliver to Agent replacement Convertible Revolving Credit Notes to give effect to the reduced Convertible Revolving Credit Commitments described in Section 1.02(f) hereof. Each Bank that is not a Non-Agreeing Bank agrees that it shall return to Agent such Bank's existing Convertible Revolving Credit Note for substitution thereof; or, in the event such note has been lost or destroyed, such Bank shall evidence to Agent and Borrower, in a manner reasonably satisfactory to Agent and Borrower, such Bank's cancellation of such note and shall execute a lost note indemnity agreement reasonably satisfactory to Agent and Borrower. 5 [SIGNATURE PAGES FOLLOW] 6 [SIGNATURE PAGE 1 OF 22 TO AMENDMENT NO. 5] IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed this Amendment as of the day and year first above written. [BORROWER] WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION (f/k/a Westinghouse Air Brake Company) By: /s/ A. Garcia Tunon (SEAL) ------------------- Name: A. Garcia Tunon Title: Sr. Vice President - Finance [GUARANTORS] RAILROAD FRICTION PRODUCTS CORPORATION; VAPOR CORPORATION; MOTIVEPOWER CANADA CORPORATION; WABTEC DISTRIBUTION COMPANY; MOTIVEPOWER, INC.;YOUNG TOUCHSTONE COMPANY; WABTEC ENGINE SYSTEMS COMPANY;WABTEC HOLDING CORP; WABTEC TRANSPORTATION TECHNOLOGIES, INC. By: A. Garcia - Tunon (SEAL) --------------------- Name: A. Garcia - Tunon Title: Vice President or Treasurer of each of the above listed companies 1 [SIGNATURE PAGE 2 OF 22 TO AMENDMENT NO.5] [BANKS AND AGENTS] LASALLE BANK NATIONAL ASSOCIATION, individually and as Agent, Bookrunner, Co-Syndicaton Agent and an Issuing Bank By: Roy D. Hasbrook ------------------------------ Name: Roy D. Hasbrook Title: Senior Vice President [SIGNATURE PAGE 3 OF 23 TO AMENDMENT NO. 5] ABN AMBRO BANK N.V., as an Issuing Bank By: /s/ Kathryn C. Toth ---------------------------- Name: Kathryn C. Toth Title: Senior Vice President By: /s/ Barbara A. Popp ---------------------------- Name: Barbara A. Popp Title: Vice President SIGNATURE PAGE 5 OF 22 TO AMENDMENT NO. 5] JP MORGAN CHASE BANK, individually and as Administrative Agent By: /s/ John Malone ------------------------------- Name: John Malone Title: Vice President [SIGNATURE PAGE 7 OF 22 TO AMENDMENT NO. 5] PNC BANK, NATIONAL ASSOCIATION By: /s/ Enrica A. Della Corna ---------------------------- Name: Enrica A. Della Corna Title: Vice President [SIGNATURE PAGE 8 OF 22 TO AMENDMENT NO. 5] FLEET NATIONAL BANK (formerly BankBoston, N.A.) By: /s/ David J. Doucette ---------------------------- Name: David J. Doucette Title: Vice President [SIGNATURE PAGE 9 OF 22 TO AMENDMENT NO. 5] U.S. BANK NATIONAL ASSOCIATION By: /s/ Sarah Hemmer ---------------------------- Name: Sarah Hemmer Title: Vice President [SIGNATURE PAGE 10 OF 22 TO AMENDMENT NO. 5] THE BANK OF NEW YORK, individually and as Co-Syndication Agent By: /s/ Walter C. Parelli ---------------------------------- Name: Walter C. Parelli Title: Vice President [SIGNATURE PAGE 11 OF 22 TO AMENDMENT NO. 5] BANK ONE, N.A. By: /s/ Christopher C. Cavaiani ---------------------------- Name: Christopher C. Cavaiani Title: Director [SIGNATURE PAGE 12 OF 22 TO AMENDMENT NO. 5] FIRST UNION NATIONAL BANK By: /s/ W. Gareth Horan ---------------------------- Name: W. Gareth Horan Title: Vice President [SIGNATURE PAGE 13 OF 22 TO AMENDMENT NO. 5] DZ BANK AG DEUTSCHE ZENTRAL- GENOSSENSCHAFTSBANK, FRANKFURT AM MAIN (successor by merger to DG BANK DEUTSCHE GENOSSENSCHAFTSBANK AG), as a Lender By: /s/ Bernd Franke ------------------------------------ Name: Bernd Franke Title: Vice Presient By: /s/ Ronald Matossian ------------------------------------ Name: Ronald Matossian Title: Vice President [SIGNATURE PAGE 14 OF 22 TO AMENDMENT NO. 5] THE BANK OF NOVA SCOTIA By: --------------------------------- Name: Title: [SIGNATURE PAGE 15 OF 22 TO AMENDMENT NO. 5] BANK OF TOKYO-MITSUBISHI TRUST COMPANY By: /s/ Heather Zimmermann ----------------------------------- Name: Heather Zimmermann Title: Vice President [SIGNATURE PAGE 16 OF 22 TO AMENDMENT NO. 5] CREDIT AGRICOLE INDOSUEZ By: ---------------------------------- Name: Title: By: ----------------------------------- Name: Title: [SIGNATURE PAGE 17 OF 22 TO AMENDMENT NO. 5] CREDIT LYONNAIS NEW YORK BRANCH By: /s/ Rod Hurst ---------------------------------- Name: Rod Hurst Title: Vice President [SIGNATURE PAGE 18 OF 22 TO AMENDMENT NO. 5] CREDIT SUISSE FIRST BOSTON By: /s/ Bill O'Daly -------------------------------- Name: Bill O'Daly Title: Vice President By: /s/ Cassandra Droogan -------------------------------- Name: Cassandra Droogan Title: Associate [SIGNATURE PAGE 19 OF 22 TO AMENDMENT NO. 5] THE DAI-ICHI KANGYO BANK, LTD. By: /s/ Perzemek Blaziak -------------------------------- Name: Perzemek Blaziak Title: Account Officer, Corp. Fin. Dept 2. (Initials: B. Gallagher, VP & Group Leader, CFD2) -------------------------------------- [SIGNATURE PAGE 20 OF 22 TO AMENDMENT NO. 5] MANUFACTURERS AND TRADERS TRUST COMPANY By: /s/ Christopher Kania ----------------------------------- Name: Christopher Kania Title: Vice President [SIGNATURE PAGE 21 OF 22 TO AMENDMENT NO. 5] SUNTRUST BANK By: /s/ Linda L. Dash ----------------------------------- Name: Linda L. Dash Title: Vice President [SIGNATURE PAGE 22 OF 22 TO AMENDMENT NO. 5] CHASE MANHATTAN BANK USA, N.A., as an Issuing Bank By: ---------------------------------- Name: Title:
SCHEDULE 1.1(A) PRICING GRID ----------------------------------------------------------------------------------------------------------- Revolving Credit and Convertible Revolving Credit Pricing Grid (basis points per annum) ----------------------------------------------------------------------------------------------------------- Consolidated Total Commitment For the For the 5 Standby Commercial Indebtedness/Cash Fee(2)(3) 364-Day Year Line of Letter of Letter of Flow(1)(1.5) Convertible Credit Credit Fee Credit Fee Line of Credit -Applicable -Applicable EURO-RATE EURO-RATE Margin (All Margin (All in in Drawn Drawn Over Over EURO-RATE) EURO-RATE) ------------------------------ --------------- ---------------- -------------- ------------ -------------- Greater than or equal to 3.5x 45.0 200.0 200.0 200.0 100.0 ------------------------------ --------------- ---------------- -------------- ------------ -------------- Greater than or equal to 30.0 150.0 150.0 150.0 75.0 3.0x & less than 3.5x ------------------------------ --------------- ---------------- -------------- ------------ -------------- Greater than or equal to 30.0 137.5 137.5 137.5 68.75 2.75x & less than 3.0x ------------------------------ --------------- ---------------- -------------- ------------ -------------- Greater than or equal to 25.0 125.0 125.0 125.0 62.5 2.25x & less than 2.75x ------------------------------ --------------- ---------------- -------------- ------------ -------------- Greater than or equal to 25.0 112.5 112.5 112.5 56.25 1.75x & less than 2.25x ------------------------------ --------------- ---------------- -------------- ------------ -------------- Greater than or equal to 20.0 100.0 100.0 100.0 50.0 1.25x & less than 1.75x ------------------------------ --------------- ---------------- -------------- ------------ -------------- Less than 1.25x 18.75 87.5 87.5 87.5 43.75 ------------------------------ --------------- ---------------- -------------- ------------ --------------
(1) The permitted maximum level of this ratio is set forth at Section 8.2.15; and, no ratio set forth above that is greater than the maximum ratio permitted by Section 8.2.15 shall supercede or modify, or be interpreted to supercede or modify, Section 8.2.15. (1.5) Cash Flow excludes certain one time charges associated with the merger of WABCO and MotivePower as defined in the Credit Agreement. (2) Note that the Commitment Fee is a per annum fee payable on each Lender's average unused commitment, quarterly in arrears. (3) Note that the Applicable Convertible Revolving Credit Commitment Fee Rate and the Applicable Revolving Credit Commitment Fee Rate are the same.
SCHEDULE 1.1(B) PART 1 - COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES TO BANKS - ---------------------------------------------------------------- AMOUNT OF RATABLE SHARE AMOUNT OF COMMITMENT FOR AMOUNT OF RATABLE SHARE WITH RESPECT TO COMMITMENT FOR CONVERTIBLE COMMITMENT WITH RESPECT TO CONVERTIBLE REVOLVING REVOLVING FOR SWING REVOLVING REVOLVING CREDIT BANK CREDIT LOANS CREDIT LOANS LINE LOANS CREDIT LOANS LOANS - ------------------------------------- -------------- -------------- ---------- --------------- ---------------- NAME: LaSalle Bank National Association $22,000,000 $14,184,272 $10,000,000 8.0000000000% 14 ###-###-####% ADDRESS: 1300 East Ninth Street, Suite 1000 Cleveland, OH 44114 Attn: Mr. Roy D. Hasbrook Senior Vice President Telephone: (216) 802-2211 Telecopy: (216 ###-###-#### Email: ***@*** ADDRESS FOR NOTICES: Agency Services 135 South LaSalle Street Chicago, IL 60603 Attn: Mr. Brent Wilk Telephone: (312) 904-8210 Telecopy: (312) 904-4448 Email: ***@*** NAME: Mellon Bank, N.A. $22,000,000 $10,328,639 0.00 8.0000000000% 10 ###-###-####% ADDRESS FOR NOTICES: One Mellon Bank Center, Room 4530, Pittsburgh, PA ###-###-#### Attn: Stephen Lackey Senior Vice President Telephone: (412) 236-6913 Telecopy: (412) 234-6375 Email: ***@*** ADDRESS OF LENDING OFFICE: Same as Notices
AMOUNT OF RATABLE SHARE AMOUNT OF COMMITMENT FOR AMOUNT OF RATABLE SHARE WITH RESPECT TO COMMITMENT FOR CONVERTIBLE COMMITMENT WITH RESPECT TO CONVERTIBLE REVOLVING REVOLVING FOR SWING REVOLVING REVOLVING CREDIT BANK CREDIT LOANS CREDIT LOANS LINE LOANS CREDIT LOANS LOANS - ------------------------------------- -------------- --------------- ---------- --------------- ---------------- NAME: JPMorgan Chase Bank (formerly known as The $22,000,000 $14,184,272 0.00 8.0000000000% 14 ###-###-####% Chase Manhattan Bank) ADDRESS FOR NOTICES: One Oxford Centre, 11th Floor Pittsburgh, PA 15219 Attn: John A. Malone Vice President Telephone: (412) 291-2031 Telecopy: (412) 456-5566 Email: ***@*** ADDRESS OF LENDING OFFICE: 2300 Main Plain Tower Buffalo, NY 14202 Attn: Jennifer Pegg Assistant Vice President Telephone: (716) 858-1435 Telecopy: (716) 843-4938
SCHEDULE 1.1(B)-2
AMOUNT OF RATABLE SHARE AMOUNT OF COMMITMENT FOR AMOUNT OF RATABLE SHARE WITH RESPECT TO COMMITMENT FOR CONVERTIBLE COMMITMENT WITH RESPECT TO CONVERTIBLE REVOLVING REVOLVING FOR SWING REVOLVING REVOLVING CREDIT BANK CREDIT LOANS CREDIT LOANS LINE LOANS CREDIT LOANS LOANS - ------------------------------------- -------------- -------------- ---------- --------------- ---------------- NAME: National City Bank of Pennsylvania $16,000,000 $8,000,000 0.00 5.8181818182% 8.0000000000% ADDRESS FOR NOTICES: National City Center 20 Stanwix Street19th Floor Pittsburgh, PA 15222 Attn: Lori B. Shure Vice President Telephone: (412) 644-7757 Telecopy: (412) 471-4883 Email: ***@*** ADDRESS OF LENDING OFFICE: Same as Notices Name: PNC Bank, National Association $16,000,000 $8,500,000 0.00 5.8181818182% 8.5000000000% ADDRESS FOR NOTICES: One PNC Plaza, 6th Floor 249 Fifth Avenue Pittsburgh, PA 15222 Attn: Mr. Enrico A. Della Corna Managing Director Telephone: (412) 762-6036 Telecopy: (412) 762-6484 Email: ***@*** ADDRESS OF LENDING OFFICE: Same as Notices
SCHEDULE 1.1(B)-3
AMOUNT OF RATABLE SHARE AMOUNT OF COMMITMENT FOR AMOUNT OF RATABLE SHARE WITH RESPECT TO COMMITMENT FOR CONVERTIBLE COMMITMENT WITH RESPECT TO CONVERTIBLE REVOLVING REVOLVING FOR SWING REVOLVING REVOLVING CREDIT BANK CREDIT LOANS CREDIT LOANS LINE LOANS CREDIT LOANS LOANS - ------------------------------------- -------------- -------------- ---------- --------------- ---------------- NAME: Fleet National Bank $16,000,000 $4,225,352 0.00 5.8181818182% 4 ###-###-####% ADDRESS FOR NOTICES: 100 Federal Street MADE 10008D Boston, MA 02110 Attn: David J. Doucette Vice President Telephone: (617) 434-2016 Telecopy: (617) 434-1955 E-mail: ***@*** ADDRESS OF LENDING OFFICE: Same as Notices NAME: U.S. Bank National Association $11,000,000 $0.00 0.00 4.0000000000% 0.00% ADDRESS FOR NOTICES: The Wrigley Building 400 N. Michigan Avenue, Suite 200 Chicago, IL 60611 Attn: Sarah L. Hemmer Vice President Telephone: (312) 836-6706 Telecopy: (312) 836-6704 E-mail: ***@*** AND A COPY TO: U.S. Bank Place Mail Code: EPMNM7CS 225 South Sixth Street Minneapolis, MN ###-###-#### Attn: David Nussbaum Telephone: (612) 973-0548 Telecopy: (612) 973-0825 E-mail: ***@*** ADDRESS OF LENDING OFFICE: Same as Notices
SCHEDULE 1.1(B)-4
AMOUNT OF RATABLE SHARE AMOUNT OF COMMITMENT FOR AMOUNT OF RATABLE SHARE WITH RESPECT TO COMMITMENT FOR CONVERTIBLE COMMITMENT WITH RESPECT TO CONVERTIBLE REVOLVING REVOLVING FOR SWING REVOLVING REVOLVING CREDIT BANK CREDIT LOANS CREDIT LOANS LINE LOANS CREDIT LOANS LOANS - ------------------------------------- -------------- -------------- ---------- --------------- ---------------- NAME: The Bank of New York $22,000,000 $10,328,639 0.00 8.0000000000% 10 ###-###-####% ADDRESS FOR NOTICES: One Wall Street 22nd Floor - Midwest New York, NY 10286 Attn: Walter Parelli Telephone: (212) 635-6820 Telecopy: (212) 635-7978 E-mail: ***@*** ADDRESS OF LENDING OFFICE: Same as Notices NAME: Bank One, N.A. $16,000,000 $7,511,737 0.00 5.8181818182% 7 ###-###-####% ADDRESS FOR NOTICES: 1 Bank One Plaza IL1-0324 1-10 Chicago, IL 60670 Attn: Kenneth Kramer Director Telephone: (312) 732-2731 Telecopy: (312) 732-3885 Email: ***@*** ADDRESS OF LENDING OFFICE: Same as Notices
SCHEDULE 1.1(B)-5
AMOUNT OF RATABLE SHARE AMOUNT OF COMMITMENT FOR AMOUNT OF RATABLE SHARE WITH RESPECT TO COMMITMENT FOR CONVERTIBLE COMMITMENT WITH RESPECT TO CONVERTIBLE REVOLVING REVOLVING FOR SWING REVOLVING REVOLVING CREDIT BANK CREDIT LOANS CREDIT LOANS LINE LOANS CREDIT LOANS LOANS - ------------------------------------- -------------- -------------- ---------- --------------- ---------------- NAME: First Union National Bank $11,000,000 $11,000,000 0.00 4.0000000000% 11.0000000000% ADDRESS FOR NOTICES: One South Penn Square, PA4827 Philadelphia, PA 19107 Attn: Gary Horan Vice President Telephone: (267) 321-6212 Telecopy: (267) 321-6300 Email: ***@*** ADDRESS OF LENDING OFFICE: Same as Notices NAME: DZ Bank AG Deutsche $11,000,000 $0.00 0.00 4.0000000000% 0.00% Zentral-Genossenschaftsbank, Frankfurt Am Main (successor by merger to DG Bank Deutsche Genossenschaftsbank AG) ADDRESS FOR NOTICES: 609 Fifth Avenue, 6th Floor New York, NY 10017 Attn: Ronald Matossian Vice President Telephone: (212) 745-1548 Telecopy: (212) 745-1556 Email: ***@*** ADDRESS OF LENDING OFFICE: Same as Notices Name: The Bank of Nova Scotia $16,000,000 $0.00 0.00 5.8181818182% 0.00% ADDRESS FOR NOTICES: 181 West Madison Street, Suite 3700 Chicago, IL 60602 Attn: Virginia Brown Telephone: (312) 201-4136 Telecopy: (312) 201-4106 Email: ***@*** ADDRESS OF LENDING OFFICE: Same as Notices NAME: Bank of Tokyo-Mitsubishi Trust Co. $16,000,000 $0.00 0.00 5.8181818182% 0.00% ADDRESS FOR NOTICES: 1251 Avenue of the Americas New York, NY 10020 Attn: Heather Zimmermann Vice President Telephone: (212) 782-4220 Telecopy: (212) 782-6440 Email: ***@*** ADDRESS OF LENDING OFFICE: Same as Notices
SCHEDULE 1.1(B)-6
AMOUNT OF RATABLE SHARE AMOUNT OF COMMITMENT FOR AMOUNT OF RATABLE SHARE WITH RESPECT TO COMMITMENT FOR CONVERTIBLE COMMITMENT WITH RESPECT TO CONVERTIBLE REVOLVING REVOLVING FOR SWING REVOLVING REVOLVING CREDIT BANK CREDIT LOANS CREDIT LOANS LINE LOANS CREDIT LOANS LOANS - ------------------------------------- -------------- ---------------- ---------- --------------- ---------------- NAME: Credit Agricole Indosuez $11,000,000 $0.00 $0.00 4.0000000000% 0.00% ADDRESS FOR NOTICES: 55 East Monroe Street, Suite 4700 Chicago, IL 60603 Attn: Sarah Johnston Telephone: (312) 917-7549 Telecopy: (312) 372-9329 Email: ***@*** ADDRESS OF LENDING OFFICE: Same as Notices NAME: Credit Lyonnais New York Branch $11,000,000 $0.00 $0.00 4.0000000000% 0.00% ADDRESS FOR NOTICES: 1301 Avenue of the Americas New York, NY 10019 Attn: Judy Domkowski Telephone: (212) 261-7341 Telecopy: (212) 459-3179 Email: ***@*** ADDRESS OF LENDING OFFICE: Same as Notices NAME: Credit Suisse First Boston $11,000,000 $5,164,319 $0.00 4.0000000000% 5 ###-###-####% ADDRESS FOR NOTICES: 11 Madison Avenue New York, NY 10010 Attn: William O'Daly Vice President Telephone: (212) 325-1986 Telecopy: (212) 743-2254 Email: william.o ***@*** ADDRESS OF LENDING OFFICE: Same as Notices
SCHEDULE 1.1(B)-7
AMOUNT OF RATABLE SHARE AMOUNT OF COMMITMENT FOR AMOUNT OF RATABLE SHARE WITH RESPECT TO COMMITMENT FOR CONVERTIBLE COMMITMENT WITH RESPECT TO CONVERTIBLE REVOLVING REVOLVING FOR SWING REVOLVING REVOLVING CREDIT BANK CREDIT LOANS CREDIT LOANS LINE LOANS CREDIT LOANS LOANS - ------------------------------------- -------------- -------------- ---------- --------------- ---------------- NAME: The Dai-Ichi Kangyo Bank, Ltd. $7,000,000 $3,286,385 $0.00 ###-###-####% 3 ###-###-####% ADDRESS FOR NOTICES: 1633 Broadway, 40th Floor New York, NY 10019 Attn: Robert Gallagher Vice President Telephone: (212) 649-0326 Telecopy: (212) 541-4822 Email: ***@*** ADDRESS OF LENDING OFFICE: Same as Notices NAME: Manufacturers and Traders Trust $7,000,000 $3,286,385 $0.00 ###-###-####% 3 ###-###-####% ADDRESS FOR NOTICES: One Fountain Plaza, 12th Floor Buffalo, NY 14203 Attn: Christopher Kania Vice President Telephone: (716) 848-7312 Telecopy: (716) 848-7318 Email: ***@*** ADDRESS OF LENDING OFFICE: Same as Notices
SCHEDULE 1.1(B)-8
AMOUNT OF RATABLE SHARE AMOUNT OF COMMITMENT FOR AMOUNT OF RATABLE SHARE WITH RESPECT TO COMMITMENT FOR CONVERTIBLE COMMITMENT WITH RESPECT TO CONVERTIBLE REVOLVING REVOLVING FOR SWING REVOLVING REVOLVING CREDIT BANK CREDIT LOANS CREDIT LOANS LINE LOANS CREDIT LOANS LOANS - ------------------------------------- -------------- -------------- ---------- --------------- ---------------- NAME: SunTrust Bank $11,000,000 $0.00 $0.00 4.0000000000% 0.00% ADDRESS FOR NOTICES: Mail Code 1928 303 Peachtree Street N.E., 3rd Floor Atlanta, GA 30308 Attn: Linda L. Dash Vice President Telephone: (404) 658-4923 Telecopy: (404) 658-4905 Email: ***@*** ADDRESS OF LENDING OFFICE: Same as Notices Total $275,000,000 $100,000,000 $10,000,000 100% 100% ============ ============ =========== ==== ==== AN ISSUING BANK: NAME: ABN AMRO Bank N.V. ADDRESS FOR NOTICES: Credit Administration 208 S. LaSalle Street, Suite 1500 Chicago, IL 60604-1003 Attn: Ms. Kathryn C. Toth Telephone: (312) 992-5140 Telecopy: (312) 992-5111 Email: ***@*** Copy to: Roy D. Hasbrook (address above) An Issuing Bank: Chase Manhattan Bank USA, N.A. (successor in interest to Chase Manhattan Bank Delaware) ADDRESS FOR NOTICES: 1201 Market Street, 8th Floor Wilmington, DE 19801 Attn: Michael P. Handago Vice President Telephone: (302) 428-3311 Telecopy: (302) 984-4904 Email: ***@***
SCHEDULE 1.1(B)-9 SCHEDULE 1.1(B) COMMITMENTS OF BANKS AND ADDRESSES FOR NOTICES PART 2 - ADDRESSES FOR NOTICES TO AGENT, BORROWER, AND GUARANTORS: AGENT: Name: LaSalle Bank National Association Address: Agency Services 135 South LaSalle Street Chicago, Illinois 60603 Attention: Mr. Brent Wilk Telephone: (312) 904-8210 Telecopy: (312) 904-4448 Email: ***@*** BORROWER: Name: WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION Address: 1001 Airbrake Avenue Wilmerding, PA 15148 Attention: Mr. Alvaro Garcia-Tunon Senior Vice President Finance Telephone: (412) 825-1317 Telecopy: (412) 825-1883 Email: ***@*** GUARANTORS: Names: RAILROAD FRICTION PRODUCTS CORPORATION; VAPOR CORPORATION; MOTIVEPOWER CANADA CORPORATION; WABTEC DISTRIBUTION COMPANY; MOTIVEPOWER, INC.; YOUNG TOUCHSTONE COMPANY; WABTEC ENGINE SYSTEMS COMPANY; WABTEC HOLDING CORP.; WABTEC CORPORATION; WABTEC TRANSPORTATION TECHNOLOGIES, INC. Address: c/o Westinghouse Air Brake Technologies Corporation Address: 1001 Airbrake Avenue Wilmerding, PA 15148 Attention: Mr. Alvaro Garcia-Tunon Vice President & Treasurer Telephone: (412) 825-1317 Telecopy: (412) 825-1883 Email: ***@*** SCHEDULE 1.1(B)-10