notice to the Borrowers.
This [Amended and Restated] Swing Loan Note shall bind the Borrowers and their
successors and assigns, and the benefits hereof shall inure to the benefit of
the Lender and its successors and assigns. All references herein to the
"Borrowers" and the "Lender" shall be deemed to apply to each of the Borrowers
and the Lender, respectively, and their respective successors and assigns as
permitted under the Credit Agreement.
This [Amended and Restated] Swing Loan Note and any other documents delivered in
connection herewith and the rights and obligations of the parties hereto and
thereto shall for all purposes be governed, by and construed and enforced in
accordance with, the internal laws of the State of New York without giving
effect to its conflicts of law principles.
NOTWITHSTANDING ANYTHING CONTAINED IN THIS [AMENDED AND RESTATED] SWING LOAN
NOTE TO THE CONTRARY, THE OBLIGATIONS OF WABTEC COÖPERATIEF U.A. HEREUNDER,
SHALL BE EXPRESSLY SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 11.17 OF THE
CREDIT AGREEMENT.
[THIS AMENDED AND RESTATED SWING LOAN NOTE REPLACES THAT CERTAIN AMENDED AND
RESTATED SWING LOAN NOTE DATED AS OF DECEMBER 19, 2013 (THE "EXISTING NOTE").
THIS AMENDED AND RESTATED SWING LOAN NOTE IS NOT INTENDED TO CONSTITUTE, AND
DOES NOT CONSTITUTE, A NOVATION OR SATISFACTION OF THE OBLIGATIONS REPRESENTED
BY THE EXISTING NOTE.]
All capitalized terms used herein shall, unless otherwise defined herein, have
the same meanings given to such terms in the Credit Agreement and Section 1.2
[Construction] of the Credit Agreement shall apply to this [Amended and
Restated] Swing Loan Note.
[SIGNATURE PAGE FOLLOWS]
2
[Signature Page - [Amended and Restated] Swing Loan Note]
IN WITNESS WHEREOF, and intending to be legally bound hereby, the undersigned
have executed this [Amended and Restated] Swing Loan Note by their duly
authorized officers with the intention that it constitute a sealed instrument.
BORROWERS: WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION, a Delaware
corporation By:
(SEAL) Name:
Title:
WABTEC COÖPERATIEF U.A., a coperatieve vereniging met uitsluiting van
aansprakelijkheid under the laws of the Netherlands By:
(SEAL) Name:
Title:
EXHIBIT 1.1(N)(3)
FORM OF
DELAYED DRAW TERM NOTE
$
[
, 2016]
FOR VALUE RECEIVED, the undersigned, WESTINGHOUSE AIR BRAKE TECHNOLOGIES
CORPORATION, a Delaware corporation, and WABTEC COÖPERATIEF U.A., a coöperatieve
vereniging met uitsluiting van aansprakelijkheid under the laws of the
Netherlands (herein collectively called the "Borrowers" and each a "Borrower"),
hereby unconditionally promise to pay to the order of
(the
"Lender"), the lesser of (i) the principal sum of
Dollars
and 00/100 (US$
), or (ii) the aggregate unpaid principal balance of all
Term Loans made by the Lender to the Borrowers pursuant to Section 3.1 [Term
Loan Commitments] of the Second Amended and Restated Refinancing Credit
Agreement, dated as of June 22, 2016, among the Borrowers, the Guarantors now or
hereafter party thereto, the Lenders now or hereafter party thereto and PNC
Bank, National Association, as administrative agent, (hereinafter referred to in
such capacity as the "Administrative Agent") (as amended, restated, modified, or
supplemented from