<PAGE>

                                                                 Exhibit 4.01(b)

                 WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

                                     MINUTES
                  Regarding the Board Meeting Held July 23,2003
                  ---------------------------------------------

Approval of 6.875% Senior Notes due 2013
----------------------------------------

          WHEREAS, the Board of Directors of Westinghouse Air Brake Technologies
Corporation (the "Company") authorized and approved, at the Board meeting held
on May 21, 2003, the sale of up to $175 million in aggregate principal notes
with an interest rate not to exceed 7.25%;

          WHEREAS, the Company desires to proceed with the sale of $150 million
in 6.875% Senior Notes due 2013 (the "Notes");

          WHEREAS, such Notes will be guaranteed (the "Guarantees") by
MotivePower, Inc., Railroad Friction Products Corporation, RFPC Holding
Corporation, Wabtec Corporation, Wabtec Distribution Company, Wabtec Holding
Corp., Wabtec Transportation Technologies, Wabtec Railway Electronics
Corporation and Young Touchstone Company (the "Guarantors") (the Notes, together
with the Guarantees are referred herein as the "Securities");

          WHEREAS, J.P. Morgan Securities Inc. has agreed to act as the
representative (the "Representative") of the several Initial Purchasers (as
later defined herein) of the Securities pursuant to the Purchase Agreement by
and between the Company and the Initial Purchasers (the "Purchase Agreement")
and it is proposed that the Securities be issued and sold to J.P Morgan
Securities Inc. and the other Initial Purchasers listed on Schedule 1 of the
Purchase Agreement (the "Initial Purchasers") pursuant to a Purchase Agreement
executed by the Company, the Guarantors and the Representative for itself and on
behalf of the several Initial Purchasers;

          WHEREAS, the Securities will be issued pursuant to an Indenture (the
"Indenture") executed by the Company and the Bank of New York (the "Trustee");

          WHEREAS, the Securities will in turn be sold to Qualified
Institutional Buyers ("QIBs") as defined in Rule 144A and Regulation S under
the Securities Act of 1933 (the "Act") pursuant to an Offering Memorandum;

          WHEREAS, the Securities will be exchanged for Exchange Securities and
Private Exchange Securities, if any, as defined in the Registration Rights
Agreement (as later defined herein), in a Registered Exchange Offer pursuant to
an Exchange and Registration Rights Agreement (the "Registration Rights
Agreement") executed by the Company, the Guarantors and the Representative for
itself and on behalf of the several Initial Purchasers;

          WHEREAS, the Company and the Trustee must deliver to the Depository
Trust Company ("DTC") executed copies of a Letter of Representations as required
by DTC.

          NOW THEREFORE, on motion duly made, seconded and unanimously approved,
it is hereby:

          RESOLVED, that the Board of Directors (the "Board") does hereby
ratify, authorize and approve the preparation and distribution of the Offering
Memorandum, including the delivery without charge to the Initial Purchasers and
the counsel for the Initial Purchasers of as many copies of the Offering
Memorandum (and any amendments or supplements thereto) as may be reasonably
requested;

          RESOLVED FURTHER, that the Board does hereby ratify, approve any such
amendments or supplements to the Offering Memorandum as may become necessary at
any time prior to

<PAGE>

completion of the resale of the Securities by the Initial Purchasers in order
that the Offering Memorandum will not include any untrue statement of a material
fact or omit to state a material fact necessary in order to make the statements
therein, in the light of the circumstances existing at the time it is delivered
to a purchaser, not misleading, or if it is necessary to amend or supplement the
Offering Memorandum to comply with applicable law;

          RESOLVED FURTHER, that the Board does hereby ratify, authorize and
approve the execution and delivery of the Purchase Agreement, Registration
Rights Agreement, Indenture and Letter of Representations;

          RESOLVED FURTHER, that the Board does hereby ratify, authorize and
approve the issuance and execution by the Company of 6.875% Senior Notes in the
amount of up to $150 million, which Securities, when duly executed and
authenticated in accordance with the provisions of the Indenture and delivered
to and paid for by the Initial Purchasers in accordance with the terms of the
Purchase Agreement, will be entitled to the benefits of the Indenture and will
be valid and binding obligations of the Company, enforceable in accordance with
their terms except as enforceability may be limited by applicable bankruptcy,
insolvency or similar laws affecting the enforcement of creditors' rights
generally or by equitable principles relating to enforceability (collectively,
the "Enforceability Exceptions"):

          RESOLVED FURTHER, that the Board does hereby ratify and approve the
engagement of the Initial Purchasers as the Company's purchasers of the
Securities in exchange for a discount on the initial purchase price and upon the
other terms and conditions set forth in the Purchase Agreement, and does hereby
approve the sale by the Company to the Initial Purchasers of the entire
principal amount of the Securities at a price and in a principal amount not to
exceed $150 million approved by the Pricing Committee;

          RESOLVED FURTHER, that the Pricing Committee is hereby formed and is
made up of Alvaro Garcia-Tunon;

          RESOLVED FURTHER, that the Bank of New York be, and hereby is,
appointed to act as Trustee, Registrar and Paying Agent (the "Trustee") under
the Indenture and as Registrar and Paying Agent with regard to the Securities;
and the form of resolutions, if any, submitted by the Trustee in connection
therewith are hereby approved and adopted;

          RESOLVED FURTHER, that the Board does hereby understand and agree that
the Company will from time to time take such actions as the Initial Purchasers
may reasonably request to qualify the Securities for offering and sale under the
securities or Blue Sky laws of such jurisdictions as the Initial Purchasers may
designate and to continue such qualifications in effect for so long as required
for the resale of the Securities; and to arrange for the determination of the
eligibility for investment of the Securities under the laws of such
jurisdictions as the Initial Purchasers may reasonably request; provided that
neither the Company, the Guarantors nor any of its other subsidiaries shall be
obligated to qualify as foreign corporations in any jurisdiction in which it is
not so qualified or to file a general consent to service of process in any
jurisdiction;

          RESOLVED FURTHER, that the Board does hereby authorize and approve the
Company's assistance to the Initial Purchasers in arranging for the Securities
to be designated Private Offerings, Resales and Trading through Automated
Linkages ("PORTAL") Market securities in accordance with the rules and
regulations adopted by NASD relating to trading in The PORTAL Market and for the
Securities to be eligible for clearance and settlement through DTC;

          RESOLVED FURTHER, that the Board does hereby understand and agree that
the Company will (i) prepare and, not later than 105 days following the date of
original issuance of the Securities (the "Issue Date"), file with the Securities
and Exchange Commission (the "Commission") a

                                       -2-

<PAGE>


registration statement (the "Exchange Offer Registration Statement") on an
appropriate form under the Act with respect to a proposed offer to the holders
of the Securities (the "Registered Exchange Offer") to issue and deliver to such
holders, in exchange for the Securities, a like aggregate principal amount of
debt securities of the Company (the "Exchange Securities") that are identical in
all material respects to the Securities, except for the transfer restrictions
relating to the Securities, (ii) use its reasonable best efforts to cause the
Exchange Offer Registration Statement to become effective under the Act no later
than 150 days after the Issue Date and the Registered Exchange Offer to be
consummated no later than 180 days after the Issue Date and (iii) keep the
Exchange Offer Registration Statement effective for not less than 30 days after
the date on which notice of the Registered Exchange Offer is mailed to the
holders.

          RESOLVED FURTHER, that the Board does hereby agree that the Exchange
Securities will be issued under an indenture (the "Exchange Securities
Indenture") to be identical in all material respects to the Indenture except for
the transfer restrictions relating to the Securities, and does hereby approve
the execution and delivery of such Exchange Securities Indenture;

          RESOLVED FURTHER, that the Board does hereby ratify, authorize and
approve the issuance and execution of Exchange Securities and Private Exchange
Securities, if any, pursuant to the Registration Rights Agreement, which
Exchange Securities and Private Exchange Securities, if any, when duly executed,
issued and authenticated and delivered as provided in the Exchange Securities
Indenture and Registration Rights Agreement in exchange for the Securities, will
be duly and validly issued and outstanding and will constitute valid and legally
binding obligations of the Company and the Guarantors entitled to the benefits
of the Exchange Securities Indenture and enforceable against the Company and the
Guarantors in accordance with their terms, pursuant to the Enforceability
Exceptions;

          RESOLVED FURTHER, that the Board does hereby ratify and approve the
payment of all expenses incident to the performance of its obligations under the
Purchase Agreement, including (i) the preparation of the Offering Memorandum and
all amendments and supplements thereto, (ii) preparation, issuance and delivery
of the Securities, including any transfer taxes payable in connection with the
transfer of the Securities to the Initial Purchasers, (iii) the fees and
disbursements of the Company's counsel and accountants, (iv) the qualification
of the Securities under state securities or Blue Sky laws, including filing fees
and the fees and disbursements of counsel for the Initial Purchasers in
connection therewith and in connection with the preparation of any Blue Sky
memorandum, (v) the printing and delivery to the Initial Purchasers, in
quantities as hereinabove stated, copies of the Offering Memorandum and any
amendments or supplements thereto, (vi) the delivery to the Initial Purchasers
of copies of any Blue Sky memorandum, (vii) the filing fees and expenses, if
any, incurred with respect to any filing with the NASD made in connection with
The PORTAL Market, and (viii) any expenses incurred by the Company in connection
with a "road show" presentation to potential investors;

          RESOLVED FURTHER, that the officers of the Company be, and each hereby
is, authorized for and on behalf of the Company and in its name to take any and
all further action and to deliver all such documents, certificates, letters and
other instruments as any one of them may deem necessary or advisable in order to
carry out the full intent and purposes of the foregoing resolutions, the taking
of any such action to constitute conclusive evidence of the exercise of such
discretionary authority.

                                      - 3 -