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% 14.1842720000%
ADDRESS:
1300 East Ninth Street, Suite 1000
Cleveland, OH 44114
Attn: Mr. Roy D. Hasbrook
Senior Vice President
Telephone: (216) 802-2211
Telecopy: (216)802-2212
Email: roy.hasbrook@abnamro.com
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: brent.wilk@abnamro.com
NAME:
Mellon Bank, N.A. $22,000,000 $10,328,639 0.00 8.0000000000% 10.3286390000%
ADDRESS FOR NOTICES:
One Mellon Bank Center, Room 4530,
Pittsburgh, PA 15258-0001
Attn: Stephen Lackey
Senior Vice President
Telephone: (412) 236-6913
Telecopy: (412) 234-6375
Email: lackey.s@mellon.com
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% 14.1842720000%
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: john.malone@chase.com
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: lori.shure@nationalcity.com
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: enrico.dellacorna@pnc.com
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% 4.2253520000%
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: david_j_doucette@fleet.com
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: sarah.hemmer@usbank.com
AND A COPY TO:
U.S. Bank Place
Mail Code: EPMNM7CS
225 South Sixth Street
Minneapolis, MN 55402-4302
Attn: David Nussbaum
Telephone: (612) 973-0548
Telecopy: (612) 973-0825
E-mail: david.nussbaum@usbank.com
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% 10.3286390000%
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: wparelli@bony.com
ADDRESS OF LENDING OFFICE:
Same as Notices
NAME:
Bank One, N.A. $16,000,000 $7,511,737 0.00 5.8181818182% 7.5117370000%
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: kenneth_kramer@bankone.com
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: gary.horan@wachovia.com
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: ron.matossian@dzbank.de
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: virginia_brown@scotiacapital.com
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: hzimmermann@btmna.com
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: sjohnsto@us.ca-indosuez.com
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: judy.domkowski@clamericas.com
ADDRESS OF LENDING OFFICE:
Same as Notices
NAME:
Credit Suisse First Boston $11,000,000 $5,164,319 $0.00 4.0000000000% 5.1643190000%
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'daly@csfb.com
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 2.5454545455% 3.2863850000%
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: rgallagher@dkb.com
ADDRESS OF LENDING OFFICE:
Same as Notices
NAME:
Manufacturers and Traders Trust $7,000,000 $3,286,385 $0.00 2.5454545455% 3.2863850000%
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: ckania@mandtbank.com
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: linda.dash@suntrust.com
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: kathryn.toth@abnamro.com
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: mike.handago@chase.com
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: brent.wilk@abnamro.com
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: agarcia-tunon@wabtec.com
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: agarcia-tunon@wabtec.com
SCHEDULE 1.1(B)-10