Assigns
92
11.8.1
Successors and Assigns Generally.
92
11.8.2
Assignments by Lenders.
93
11.8.3
Register.
94
11.8.4
Participations.
94
11.8.5
Certain Pledges; Successors and Assigns Generally.
96
11.8.6
Netherlands Bank Rules.
96
11.9
Confidentiality
96
11.9.1
General.
96
11.9.2
Sharing Information With Affiliates of the Lenders.
96
11.10
Counterparts; Integration; Effectiveness
97
11.10.1
Counterparts; Integration; Effectiveness.
97
11.10.2
Electronic Execution of Assignments.
97
11.11
CHOICE OF LAW; SUBMISSION TO JURISDICTION; WAIVER OF VENUE; SERVICE OF PROCESS;
WAIVER OF JURY TRIAL
97
11.11.1
Governing Law.
97
11.11.2
SUBMISSION TO JURISDICTION.
97
11.11.3
WAIVER OF VENUE.
98
11.11.4
SERVICE OF PROCESS.
98
11.11.5
WAIVER OF JURY TRIAL.
98
11.12
U.S. PATRIOT Act Notice.
98
11.13
Acknowledgment and Consent to Bail-In of EEA Financial Institutions.
98
11.14
No Fiduciary Duty.
99
11.15
Borrower Agent.
99
11.16
Joinder of Loan Parties.
99
11.17
Foreign Borrower.
100
11.18
No Novation.
100
vi
LIST OF SCHEDULES AND EXHIBITS
SCHEDULES
SCHEDULE 1.1(A)
-
PRICING GRID
SCHEDULE 1.1(B)
-
COMMITMENTS OF LENDERS AND ADDRESSES FOR NOTICES
SCHEDULE 1.1(E)
-
EXCLUDED SUBSIDIARIES
SCHEDULE 2.8.1
-
EXISTING LETTERS OF CREDIT
SCHEDULE 6.1.6
-
LITIGATION AND CONTINGENT LIABILITIES
SCHEDULE 6.1.8
-
SUBSIDIARIES
SCHEDULE 6.1.15
-
REAL PROPERTY
SCHEDULE 6.1.19
-
LABOR MATTERS
SCHEDULE 8.2.1
-
PERMITTED INDEBTEDNESS
SCHEDULE 8.2.11
-
PERMITTED INVESTMENTS
EXHIBITS
EXHIBIT 1.1(A)
-
ASSIGNMENT AND ASSUMPTION AGREEMENT
EXHIBIT 1.1(G)
-
GUARANTY AGREEMENT
EXHIBIT 1.1(I)
-
INTERCOMPANY SUBORDINATION AGREEMENT
EXHIBIT 1.1(L)
-
LOAN PARTY JOINDER
EXHIBIT 1.1(N)(1)
-
REVOLVING CREDIT NOTE
EXHIBIT 1.1(N)(2)
-
SWING LOAN NOTE
EXHIBIT 1.1(N)(3)
-
DELAYED DRAW TERM NOTE
EXHIBIT 2.4.1
-
REVOLVING LOAN REQUEST
EXHIBIT 2.4.2
-
SWING LOAN REQUEST
EXHIBIT 2.9
-
LENDER JOINDER
EXHIBIT 3.1.1
-
TERM LOAN REQUEST
EXHIBIT 5.9.7(A)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Not Partnerships
For U.S. Federal Income Tax Purposes)
EXHIBIT 5.9.7(B)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Not
Partnerships For U.S. Federal Income Tax Purposes)
EXHIBIT 5.9.7(C)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Participants That Are Partnerships
For U.S. Federal Income Tax Purposes)
EXHIBIT 5.9.7(D)
-
U.S. TAX COMPLIANCE CERTIFICATE (For Foreign Lenders That Are Partnerships For
U.S. Federal Income Tax Purposes)
EXHIBIT 8.2.5
-
ACQUISITION COMPLIANCE CERTIFICATE
EXHIBIT 8.3.3
-
QUARTERLY COMPLIANCE CERTIFICATE
vii
SECOND AMENDED AND RESTATED REFINANCING CREDIT AGREEMENT
THIS SECOND AMENDED AND RESTATED REFINANCING CREDIT AGREEMENT (as hereafter
amended, the "Agreement") is dated as of June 22, 2016 and is made by and among
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION, a Delaware corporation, as a
borrower (the "Company"), WABTEC COÖPERATIEF U.A., a coöperatieve vereniging met
uitsluiting van aansprakelijkheid under the laws of the Netherlands, as a
borrower ("WABTEC UA" and together with the Company and each other entity that
joins this Agreement as a borrower from time to time, collectively referred to
as the "Borrowers" and each a "Borrower"), each of the GUARANTORS (as
hereinafter defined), the LENDERS (as hereinafter defined), and PNC BANK,
NATIONAL ASSOCIATION, in its capacity as administrative agent for the Lenders
under this Agreement (hereinafter referred to