EX-25.1 4 nt10014937x1_ex25-1.htm EXHIBIT 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.)

30 Isabella Street
Pittsburgh, Pennsylvania
  
15212
(Address of principal executive offices)
  
(Zip code)


Debt Securities
(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
GE Transportation, a Wabtec Company
  
Delaware
  
83-0543909
  
3743
RFPC Holding Corp.
  
Delaware
  
51-0345158
  
3743
Schaefer Equipment, Inc.
  
Ohio
  
25-0777620
  
3743
Standard Car Truck Company
  
Delaware
  
36-2704499
  
3743
Transportation IP Holdings, LLC
  
Delaware
  
06-1554217
  
3743
Transportation Systems Services Operations Inc.
  
Nevada
  
06-1105824
  
3743
Wabtec Holding Corp.
  
Delaware
  
23-2870660
  
3743
Wabtec Railway Electronics Holdings, LLC
  
Delaware
  
N/A
  
3743
Wabtec Transportation Systems, LLC
  
Delaware
  
N/A
  
3743
Workhorse Rail, LLC
  
Pennsylvania
  
77-0635262
  
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, 30 Isabella Street, Pittsburgh, Pennsylvania 15212, 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, 30 Isabella Street, Pittsburgh, Pennsylvania 15212, 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 8th day of September, 2020.

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

EXHIBIT 6

September 8, 2020

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 June 30, 2020, 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
        
$
24,026
  
Interest-bearing balances
          
234,953
  
Securities:
              
Held-to-maturity securities
          
168,952
  
Available-for-sale securities
          
220,190
  
Equity Securities with readily determinable fair value not held for trading
          
295
  
               
Federal funds sold and securities purchased under agreements to resell:
              
Federal funds sold in domestic offices
          
23
  
Securities purchased under agreements to resell
          
69,768
  
Loans and lease financing receivables:
              
Loans and leases held for sale
          
31,851
  
Loans and leases, net of unearned income
    
901,533
          
LESS: Allowance for loan and lease losses
    
18,587
          
Loans and leases, net of unearned income and allowance
            
882,946
  
Trading Assets
            
54,369
  
Premises and fixed assets (including capitalized leases)
            
11,582
  
Other real estate owned
            
190
  
Investments in unconsolidated subsidiaries and associated companies
            
13,135
  
Direct and indirect investments in real estate ventures
            
23
  
Intangible assets
            
31,115
  
Other assets
            
56,522
  
                 
Total assets
          
$
1,799,940
  
                 
LIABILITIES
                
Deposits:
                
In domestic offices
          
$
1,464,907
  
Noninterest-bearing
    
522,621
          
Interest-bearing
    
942,286
          
In foreign offices, Edge and Agreement subsidiaries, and IBFs
            
36,301
  
Noninterest-bearing
    
851
          
Interest-bearing
    
35,450
          
Federal funds purchased and securities sold under agreements to repurchase:
                
Federal funds purchased in domestic offices
            
10,047
  
Securities sold under agreements to repurchase
            
6,465
  

   
Dollar Amounts
In Millions
  
Trading liabilities
    
11,918
  
Other borrowed money
        
(Includes mortgage indebtedness and obligations under capitalized leases)
    
56,468
  
Subordinated notes and debentures
    
12,503
  
Other liabilities
    
32,879
  
         
Total liabilities
  
$
1,631,488
  
         
         
EQUITY CAPITAL
        
Perpetual preferred stock and related surplus
    
0
  
Common stock
    
519
  
Surplus (exclude all surplus related to preferred stock)
    
114,730
  
Retained earnings
    
51,212
  
Accumulated other comprehensive income
    
1,959
  
Other equity capital components
    
0
  
         
Total bank equity capital
    
168,420
  
Noncontrolling (minority) interests in consolidated subsidiaries
    
32
  
         
Total equity capital
    
168,452
  
         
Total liabilities, and equity capital
  
$
1,799,940
  

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
Maria R. Morris
Theodore F. Craver, Jr.
Juan A. Pujadas