EX-25.1 54 d326636dex251.htm EX-25.1

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

☐ | CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

A National Banking Association |  | 94-1347393
(Jurisdiction of incorporation or organization if not a U.S. national bank) |  | (I.R.S. Employer Identification No.)

101 North Phillips Avenue Sioux Falls, South Dakota |  | 57104
(Address of principal executive offices) |  | (Zip code)

Wells Fargo & Company

Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

Westinghouse Air Brake Technologies Corporation

(Exact name of obligor as specified in its charter)

SEE TABLE OF ADDITIONAL REGISTRANTS

Delaware |  | 25-1615902
(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
1001 Air Brake Avenue Wilmerding, Pennsylvania |  |
(Address of principal executive offices) |  | (Zip code)

3.450% Senior Notes due 2026

(Title of the indenture securities)

TABLE OF ADDITIONAL REGISTRANTS

Exact Name of Registrant as Specified in its Charter and Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices* |  | State or Other Jurisdiction Of Incorporation |  | I.R.S. Employer Identification Number |  | Primary Standard Industrial Classification Code |
Aero Transportation Products, Inc. |  | Missouri |  | 43-1167773 |  |  | 3743 |
Barber Steel Foundry Corp. |  | Delaware |  | 46-3009129 |  |  | 3743 |
Durox Company |  | Ohio |  | 34-0898628 |  |  | 3743 |
G&B Specialties, Inc. |  | Pennsylvania |  | 22-2221935 |  |  | 3743 |
Longwood Elastomers, Inc. |  | Virginia |  | 54-1604003 |  |  | 3743 |
Longwood Industries, Inc. |  | New Jersey |  | 22-3136502 |  |  | 3743 |
Longwood International, Inc. |  | Delaware |  | 22-3768905 |  |  | 3743 |
MotivePower, Inc. |  | Delaware |  | 23-2872369 |  |  | 3743 |
Railroad Controls, L.P. |  | Texas |  | 02-0538075 |  |  | 3743 |
Railroad Friction Products Corporation |  | Delaware |  | 25-1112152 |  |  | 3743 |
RCL, L.L.C. |  | Tennessee |  | 47-4406932 |  |  | 3743 |
Ricon Corp. |  | California |  | 95-2746855 |  |  | 3743 |
Schaefer Equipment, Inc. |  | Ohio |  | 25-0777620 |  |  | 3743 |
Standard Car Truck Company |  | Delaware |  | 36-2704499 |  |  | 3743 |
Thermal Transfer Acquisition Corporation |  | Delaware |  | 82-0789168 |  |  | 3743 |
TransTech of South Carolina, Inc. |  | Delaware |  | 57-1015489 |  |  | 3743 |
Turbonetics Holdings, Inc. |  | Delaware |  | 20-8101309 |  |  | 3743 |
Wabtec International, Inc. |  | Delaware |  | 20-5818808 |  |  | 3743 |
Wabtec Railway Electronics, Inc. |  | Delaware |  | 47-2275131 |  |  | 3743 |
Wabtec Railway Electronics Manufacturing, Inc. |  | Delaware |  | 47-2284104 |  |  | 3743 |
Workhorse Rail, LLC |  | Pennsylvania |  | 77-0635262 |  |  | 3743 |
Xorail, Inc. |  | Florida |  | 47-0724077 |  |  | 3743 |
Young Touchstone Company |  | Wisconsin |  | 39-0725170 |  |  | 3743 |

* | The address, including zip code, and telephone number, including area code, of each additional registrant is c/o David L. DeNinno, Esq., Executive Vice President, General Counsel and Secretary, Westinghouse Air Brake Technologies Corporation, 1001 Air Brake Avenue, Wilmerding, Pennsylvania 15148-0001, telephone number (412) 825-1000. The name, address, including zip code, and telephone number, including area code, of the agent for service for each additional registrant is David L. DeNinno, Esq., Executive Vice President, General Counsel and Secretary, Westinghouse Air Brake Technologies Corporation, 1001 Air Brake Avenue, Wilmerding, Pennsylvania 15148-0001, telephone number (412) 825-1000.

Item 1. General Information. Furnish the following information as to the trustee:

| (a) | Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

| (b) | Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee. Not applicable.

Item 16. List of Exhibits. List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1. A copy of the Articles of Association of the trustee now in effect.*

Exhibit 2. A copy of the Comptroller of the Currency Certificate of Corporate Existence for Wells Fargo Bank, National Association, dated January 14, 2015.*

Exhibit 3. A copy of the Comptroller of the Currency Certification of Fiduciary Powers for Wells Fargo Bank, National Association, dated January 6, 2014.*

Exhibit 4. Copy of By-laws of the trustee as now in effect.*

Exhibit 5. Not applicable.

Exhibit 6. The consent of the trustee required by Section 321(b) of the Act.

Exhibit 7. A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8. Not applicable.

Exhibit 9. Not applicable.

* | Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit to the Filing 305B2 dated March 13, 2015 of file number 333-190926.

SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York on the 26th day of June, 2017.

WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Raymond Delli Colli
Raymond Delli Colli
Vice President

EXHIBIT 6

June 26, 2017

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

Very truly yours,
WELLS FARGO BANK, NATIONAL ASSOCIATION
/s/ Raymond Delli Colli
Raymond Delli Colli
Vice President

Exhibit 7

Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business March 31, 2017, filed in accordance with 12 U.S.C. §161 for National Banks.

|  |  |  |  | Dollar Amounts In Millions |
ASSETS |  |  |  |  |  |  |  |
Cash and balances due from depository institutions: |  |  |  |  |  |  |  |
Noninterest-bearing balances and currency and coin |  |  |  |  |  | $ | 18,876 |
Interest-bearing balances |  |  |  |  |  |  | 227,559 |
Securities: |  |  |  |  |  |  |  |
Held-to-maturity securities |  |  |  |  |  |  | 107,924 |
Available-for-sale securities |  |  |  |  |  |  | 278,250 |
Federal funds sold and securities purchased under agreements to resell: |  |  |  |  |  |  |  |
Federal funds sold in domestic offices |  |  |  |  |  |  | 111 |
Securities purchased under agreements to resell |  |  |  |  |  |  | 27,170 |
Loans and lease financing receivables: |  |  |  |  |  |  |  |
Loans and leases held for sale |  |  |  |  |  |  | 13,728 |
Loans and leases, net of unearned income |  |  | 916,710 |  |  |  |  |
LESS: Allowance for loan and lease losses |  |  | 10,285 |  |  |  |  |
Loans and leases, net of unearned income and allowance |  |  |  |  |  |  | 906,425 |
Trading Assets |  |  |  |  |  |  | 45,041 |
Premises and fixed assets (including capitalized leases) |  |  |  |  |  |  | 7,728 |
Other real estate owned |  |  |  |  |  |  | 845 |
Investments in unconsolidated subsidiaries and associated companies |  |  |  |  |  |  | 11,241 |
Direct and indirect investments in real estate ventures |  |  |  |  |  |  | 271 |
Intangible assets |  |  |  |  |  |  |  |
Goodwill |  |  |  |  |  |  | 22,669 |
Other intangible assets |  |  |  |  |  |  | 17,237 |
Other assets |  |  |  |  |  |  | 64,101 |
Total assets |  |  |  |  |  | $ | 1,749,176 |
LIABILITIES |  |  |  |  |  |  |  |
Deposits: |  |  |  |  |  |  |  |
In domestic offices |  |  |  |  |  | $ | 1,245,096 |
Noninterest-bearing |  |  | 408,018 |  |  |  |  |
Interest-bearing |  |  | 837,078 |  |  |  |  |
In foreign offices, Edge and Agreement subsidiaries, and IBFs |  |  |  |  |  |  | 122,120 |
Noninterest-bearing |  |  | 981 |  |  |  |  |
Interest-bearing |  |  | 121,139 |  |  |  |  |
Federal funds purchased and securities sold under agreements to repurchase: |  |  |  |  |  |  |  |
Federal funds purchased in domestic offices |  |  |  |  |  |  | 8,893 |
Securities sold under agreements to repurchase |  |  |  |  |  |  | 7,261 |

|  | Dollar Amounts In Millions |
Trading liabilities |  |  | 13,575 |
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases) |  |  | 153,308 |
Subordinated notes and debentures |  |  | 13,199 |
Other liabilities |  |  | 28,578 |
Total liabilities |  | $ | 1,592,030 |
EQUITY CAPITAL |  |  |  |
Perpetual preferred stock and related surplus |  |  | 0 |
Common stock |  |  | 519 |
Surplus (exclude all surplus related to preferred stock) |  |  | 106,707 |
Retained earnings |  |  | 50,815 |
Accumulated other comprehensive income |  |  | (1,291 | )
Other equity capital components |  |  | 0 |
Total bank equity capital |  |  | 156,750 |
Noncontrolling (minority) interests in consolidated subsidiaries |  |  | 396 |
Total equity capital |  |  | 157,146 |
Total liabilities, and equity capital |  | $ | 1,749,176 |

I, John R. Shrewsberry, Sr. EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

John R. Shrewsberry
Sr. EVP & CFO

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Directors
Enrique Hernandez, Jr
Stephen Sanger
Lloyd Dean