wabexseventhsupplemental






                                                 Execution Version              SEVENTH SUPPLEMENTAL INDENTURE                      Dated as of June 8, 2018                               to                          INDENTURE                     Dated as of August 8, 2013                          by and among   WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION,                           as Issuer               THE GUARANTORS PARTY HERETO,                         as Guarantors                              and         WELLS FARGO BANK, NATIONAL ASSOCIATION,                          as Trustee                                               





 






           THIS SEVENTH SUPPLEMENTAL INDENTURE (this “Supplemental   Indenture”) is made as of June 8, 2018, by and among WESTINGHOUSE AIR BRAKE   TECHNOLOGIES CORPORATION, a Delaware corporation (the “Company”), each of   the GUARANTORS party hereto and WELLS FARGO BANK, NATIONAL   ASSOCIATION, a national banking association, as trustee (the “Trustee”).          WHEREAS, the Company and the Trustee entered into that certain Indenture  dated as of August 8, 2013 (the “Original Indenture” and as supplemented to date, the   “Indenture”), which provides for the issuance by the Company from time to time of  Securities, in one or more series as provided therein;           WHEREAS, the Company and the Trustee entered into that certain First   Supplemental Indenture dated as of August 8, 2013 (the “First Supplemental   Indenture”), which provides for the issuance of $250,000,000 aggregate principal   amount of the Company’s 4.375% Senior Notes due 2023 (the “2023 Notes”);          WHEREAS, the Company, certain Guarantors and the Trustee entered into that   certain Second Supplemental Indenture dated as of November 3, 2016 (the “Second   Supplemental Indenture”), which provides for certain amendments to the Original   Indenture and the First Supplemental Indenture, including amendments to, among other   things, provide for the issuance of Guarantees from time to time by the Guarantors party   to the Indenture;           WHEREAS, the Company, certain Guarantors and the Trustee entered into that   certain Third Supplemental Indenture dated as of November 3, 2016 (the “Third   Supplemental Indenture”), which provides for the issuance of $750,000,000 aggregate   principal amount of the Company’s 3.450% Senior Notes due 2026 (the “2026 Notes”   and together with the 2023 Notes, the “Notes”);           WHEREAS, the Company, certain Guarantors and the Trustee entered into that   certain Fourth Supplemental Indenture dated as of February 9, 2017 (the “Fourth   Supplemental Indenture”), which provides for the inclusion of Workhorse Rail, LLC as   a Guarantor with respect to the Notes, that certain Fifth Supplemental Indenture dated as   of April 28, 2017 (the “Fifth Supplemental Indenture”), which provides for the   inclusion of Aero Transportation Products, Inc. and Thermal Transfer Corporation as   Guarantors with respect to the Notes, and that certain Sixth Supplemental Indenture dated   as of June 21, 2017, (the “Sixth Supplemental Indenture”), which provides for the   inclusion of Thermal Transfer Acquisition Corporation as a Guarantor with respect to the   Notes;          WHEREAS, prior to the date of this Supplemental Indenture, certain subsidiaries   of the Company were released, in accordance with the terms of the Indenture, as   Guarantors with respect to the Notes;          WHEREAS, Section 9.1(d) of the Original Indenture provides for the Company   and the Trustee to enter into an indenture supplemental to the Indenture to provide any   guarantees of the Company’s Securities and Section 9.1(m) of the Original Indenture       





 






 provides for the Company and the Trustee to enter into an indenture supplemental to the   Indenture to make any change to the Indenture that does not adversely affect the rights of   any holder of any of its outstanding Securities in any material respect;           WHEREAS, the Company and the Guarantors desire and have requested the   Trustee to join them in the execution and delivery of this Supplemental Indenture in order   to cause RFPC Holding Corp., a Delaware corporation and a wholly owned subsidiary of   the Company, Wabtec Holding Corp., a Delaware corporation and a wholly owned   subsidiary of the Company, and Wabtec Railway Electronics Holdings, LLC, a Delaware   limited liability company and a wholly owned subsidiary of the Company (collectively,   the “Guaranteeing Subsidiaries”), to each provide a Guarantee with respect to the Notes   and to each become a Guarantor with the same effect and to the same extent as if the   Guaranteeing Subsidiaries had been named in the Indenture as Guarantors;           WHEREAS, this Supplemental Indenture shall not result in a material   modification of the 2023 Notes for purposes of compliance with the Foreign Accounts   Tax Compliance Act (it being understood that the 2026 Notes do not qualify as   “grandfathered obligations” within the meaning of Treasury Regulation Section 1.1471-  2(b)(2)(i)); and          WHEREAS, all the conditions and requirements necessary to make this   Supplemental Indenture, when duly executed and delivered, a valid and binding   agreement in accordance with its terms and for the purposes herein expressed, have been   performed and fulfilled;         NOW, THEREFORE, in consideration of the agreements and obligations set forth  herein and for other good and valuable consideration, the receipt and sufficiency of which  are hereby acknowledged, the parties hereto agree as follows:                                   ARTICLE 1                                 DEFINITIONS          Section 1.01. Definitions.          For all purposes of this Supplemental Indenture, except as otherwise expressly   provided for or unless the context otherwise requires:          (a)   Capitalized terms used but not defined herein shall have the respective   meanings given them in the Indenture; and          (b)   All references herein to Articles and Sections, unless otherwise specified,   refer to the corresponding Articles and Sections of this Supplemental Indenture.                                        2     





 






                                ARTICLE 2               GUARANTEES ISSUED BY THE GUARANTEEING SUBSIDIARIES          Section 2.01. Agreement to Guarantee.          The Guaranteeing Subsidiaries each hereby provide a Guarantee on the terms and   subject to the conditions set forth in the Indenture including, but not limited to, Article   IX-A thereof and Section 2.12 of the Third Supplemental Indenture.  From and after the   date hereof, the Guaranteeing Subsidiaries shall each be a Guarantor for all purposes   under the Indenture and the Notes.                                   ARTICLE 3                           MISCELLANEOUS PROVISIONS          Section 3.01. Recitals by Company.          The recitals in this Supplemental Indenture are made by the Company and the   Guarantors only and not by the Trustee, and all of the provisions contained in the   Original Indenture in respect of the rights, privileges, immunities, powers and duties of   the Trustee shall be applicable in respect of the Notes and of this Supplemental Indenture   as fully and with like effect as if set forth herein in full.          Section 3.02. Application to the Notes Only.          Each and every term and condition contained in this Supplemental Indenture that   modifies, amends or supplements the terms and conditions of the Indenture shall apply   only to the Notes and not to any future series of Securities established under the   Indenture.          Section 3.03. Benefits.          Nothing contained in this Supplemental Indenture shall or shall be construed to   confer upon any person other than a Holder of Securities, the Company, the Guarantors   and the Trustee any right or interest to avail itself of any benefit under any provision of   the Indenture, the Notes or this Supplemental Indenture.          Section 3.04. Effective Date.         This Supplemental Indenture shall be effective as of the date first above written  upon the execution and delivery hereof by each of the parties hereto.         Section 3.05. Ratification.         As supplemented hereby, the Indenture and the Notes are in all respects ratified  and confirmed and all the terms, provisions and conditions thereof remain in full force  and effect.                                        3     





 






       Section 3.06. Separability          In case any provision in this Supplemental Indenture shall be invalid, illegal or   unenforceable, the validity, legality and enforceability of the remaining provisions shall   not in any way be affected or impaired thereby.         Section 3.07. Counterparts         This Supplemental Indenture may be executed in any number of counterparts and  by the parties hereto in separate counterparts, each of which when so executed shall be  deemed to be an original and all of which taken together shall constitute one and the same  agreement.  The exchange of copies of this Supplemental Indenture and of signature  pages by facsimile or PDF transmission shall constitute effective execution and delivery  of this Supplemental Indenture as to the parties hereto and may be used in lieu of the  original Supplemental Indenture for all purposes.  Signatures of the parties hereto  transmitted by facsimile or PDF transmission shall be deemed to be their original  signatures for all purposes.         Section 3.08. GOVERNING LAW.         THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND  CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW  YORK, AS APPLIED TO CONTRACTS MADE AND PERFORMED WITHIN THE  STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401  AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND RULE  327(b) OF THE NEW YORK CIVIL PRACTICE LAWS AND RULES.                             [Signatures on Next Page]                                        4     





 






               IN WITNESS WHEREOF, the parties hereto have caused this Seventh  Supplemental Indenture to be duly executed, all as of the day and year first above written.                                 Westinghouse Air Brake Technologies Corporation                                 By:  /s/ Patrick D. Dugan                                     Name: Patrick D. Dugan                                     Title:  Executive Vice President and                                             Chief Financial Officer                                                                                 [Company Signature Page to Seventh Supplemental Indenture]                                          





 






                                        Schaefer Equipment, Inc.                       Standard Car Truck Company                       RFPC Holding Corp.                       Wabtec Holding Corp.                       Wabtec Railway Electronics Holdings, LLC                       By:   /s/ Patrick D. Dugan                            Name: Patrick D. Dugan                            Title:  Vice President, Finance of each                                     of the above                            [Guarantors Signature Page to Seventh Supplemental Indenture]                                                 





 






                                      Wells Fargo Bank, National Association, as Trustee                      By:  /s/ Alexander Pabon                          Name: Alexander Pabon                                                Title: Assistant Vice President                                                     [Trustee Signature Page to Seventh Supplemental Indenture]