RIGHTS AGREEMENT Dated as of July 16, 2007Rights Agreement • July 18th, 2007 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies • New York
RIGHTS AGREEMENT, dated as of July 16, 2007 (the “Agreement”), between WABCO Holdings Inc., a Delaware corporation (the “Company”), and The Bank of New York (the “Rights Agent”).
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • May 23rd, 2007 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies • Delaware
WHEREAS, qualified persons are reluctant to serve corporations as directors, officers or otherwise unless they are provided with comprehensive indemnification and insurance against claims arising out of their service to and activities on behalf of the corporations; and
Promissory Loan Agreement (SCHULDSCHEINDARLEHEN) arranged by BNP Paribas and ING Bank, a branch of ING-DiBa AG and UniCredit Bank AG (hereinafter referred to each and jointly as “Arrangers”) WABCO Europe BVBA, Chaussée de la Hulpe 166, 1170 Bruxelles,...Promissory Loan Agreement • March 28th, 2018 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies
Unless otherwise specified herein, the terms used in this compliance certificate shall have the same meanings as defined in the Promissory Loan.
MANAGEMENT AGREEMENTManagement Agreement • February 17th, 2012 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies
WABCO Europe SPRL/BVBA, having its registered offices at 1160 Brussels, Chaussée de Wavre/Waversesteenweg 1789, with company number 0475.956.135;
FIVE-YEAR CREDIT AGREEMENT dated as of May 31, 2007 among WABCO HOLDINGS INC. The Borrowing Subsidiaries Party Hereto The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender J.P. MORGAN EUROPE...Year Credit Agreement • June 11th, 2007 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies • New York
FIVE-YEAR CREDIT AGREEMENT dated as of May 31, 2007, among WABCO HOLDINGS INC., a Delaware corporation (the “Company”); the BORROWING SUBSIDIARIES from time to time party hereto (the “Borrowing Subsidiaries”, and, together with the Company, the “Borrowers”); the LENDERS from time to time party hereto; JPMORGAN CHASE BANK, N.A., as Administrative Agent, as Issuing Bank and as Swingline Lender; J.P. MORGAN EUROPE LIMITED, as London Agent, ABN AMRO BANK N.V., as Syndication Agent, and BANK OF AMERICA, N.A., BNP PARIBAS, and CITIBANK, N.A., as Documentation Agents.
FORM OF EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN AMERICAN STANDARD COMPANIES, INC. AND WABCO HOLDINGS INC. Effective as of [ ]Employee Matters Agreement • May 23rd, 2007 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies • New York
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of [ ], 2007 is by and between American Standard Companies Inc., a Delaware corporation (“ASD”), and WABCO Holdings Inc., a Delaware corporation (“WABCO”) (each a Party, and together the “Parties”).
TAX SHARING AGREEMENTTax Sharing Agreement • July 20th, 2007 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies • New York
This Tax Sharing Agreement (this “Agreement”) is entered into as of July 16, 2007 among American Standard Companies Inc., a Delaware corporation (“ASD”), WABCO Holdings Inc, a Delaware corporation and wholly-owned subsidiary of ASD (“WABCO”), Trane L.P., a Bermuda LP treated as a corporation for U.S. federal income tax purposes (“TBLP”), American Standard Europe L.P., a Bermuda limited partnership treated as a corporation for U.S. federal income tax purposes (“WLP”), Ideal Standard Wabco Trane Indústria E Comércio Ltda., a Brazilian limited company treated as a disregarded entity for U.S. federal income tax purposes (“Trane Brazil”), and WABCO do Brasil Industria e Comercio de Freios Ltda., a Brazilian company treated as a corporation for U.S. federal income tax purposes (“WABCO Brazil” and, together with ASD, WABCO, TBLP, WLP and Trane Brazil, the “Parties”). Capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings ascribed to such terms in the
TRANSITION SERVICES AGREEMENTTransition Services Agreement • July 20th, 2007 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies • New York
This Transition Services Agreement (the “Services Agreement”) is made as of this 16th day of July , 2007 by and between American Standard Companies Inc., a Delaware corporation (“ASD”), and WABCO Holdings Inc., a Delaware corporation (“WABCO”). ASD and WABCO have entered into a Separation and Distribution Agreement dated as of July 16, 2007 (as amended from time to time, the “Separation Agreement”), which sets forth, among other things, the terms of the separation of the VCS Business from ASD, which shall occur in a series of transactions. Prior to the Effective Time, the VCS Business received certain services from and provided certain services to ASD and certain of its Subsidiaries and Affiliates. Each of the ASD and WABCO desires that these services continue to be provided after the Effective Time upon the terms and conditions set forth in this Services Agreement.
30 MARCH 2010 SOCIÉTÉ GÉNÉRALE BANK NEDERLAND N.V. (the Senior Units Subscriber, the Bank or the Purchaser) PARIS TITRISATION (the Management Company acting for the account of FCT Val Duchesse - Titrisation) SOCIÉTÉ GÉNÉRALE (as the Administrative...Master Definitions Agreement • October 29th, 2010 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies
Lindener Hafen 21, 30453 Hannover, Germany, (registered under HRB 60743 at the commercial register (Handelsregister) of the local court (Amtsgericht) in Hannover) (the German Seller); and
ROCKWELL WABCO VEHICLE CONTROL SYSTEMS PARTNERSHIP AGREEMENT Between WABCO AUTOMOTIVE CONTROL SYSTEMS, INC. (a subsidiary of American Standard, Inc.) and ROCKWELL BRAKE SYSTEMS, INC. (a subsidiary of Rockwell International Corporation)Partnership Agreement • May 23rd, 2007 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies • Delaware
This Partnership Agreement, dated this 9th day of January, 1990 (this “Agreement”), between WABCO Automotive Control Systems, Inc. (“WACS”), a Delaware corporation wholly-owned by American Standard Inc. (“ASI”) and Rockwell Brake Systems, Inc. (“RBS”), a Delaware corporation wholly-owned by Rockwell International Corporation (“RIC”).
EUR 100,000,000 FACILITY AGREEMENT dated 7 March 2008 between WABCO FINANCIAL SERVICES BVBA as Borrower WABCO EUROPE BVBA and WABCO HOLDING INC. as Guarantors and PANDIOS COMM.V.A. as Lender and RABOBANK INTERNATIONAL, ANTWERP BRANCH as Calculation AgentAssignment and Assumption • May 7th, 2009 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies • New York
FIVE-YEAR CREDIT AGREEMENT dated as of May 31, 2007, among WABCO HOLDINGS INC., a Delaware corporation (the “Company”); the BORROWING SUBSIDIARIES from time to time party hereto (the “Borrowing Subsidiaries”, and, together with the Company, the “Borrowers”); the LENDERS from time to time party hereto; JPMORGAN CHASE BANK, N.A., as Administrative Agent, as Issuing Bank and as Swingline Lender; J.P. MORGAN EUROPE LIMITED, as London Agent, ABN AMRO BANK N.V., as Syndication Agent, and BANK OF AMERICA, N.A., BNP PARIBAS, and CITIBANK, N.A., as Documentation Agents.
FORM OF SEPARATION AND DISTRIBUTION AGREEMENT by and between AMERICAN STANDARD COMPANIES INC. and WABCO HOLDINGS INC. Dated as of [ ], 2007Separation and Distribution Agreement • May 23rd, 2007 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies • New York
THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), is entered into as of [ ], 2007, by and between American Standard Companies Inc., a Delaware corporation (“ASD”), and WABCO Holdings Inc., a Delaware corporation (WABCO”) (each a “Party” and together, the “Parties”).
AMENDMENT TO LETTER AGREEMENTLetter Agreement • February 24th, 2009 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies
THIS AMENDMENT TO LETTER AGREEMENT (the “Amendment”) is made December 31, 2008, by and between WABCO Expats Inc. (the “Company”) and Alfred Farha (the “Executive”).
30 MARCH 2010 WABCO FAHRZEUGSYSTEME GMBH (as German Seller and German Servicer) WABCO FINANCIAL SERVICES SPRL (as Seller’s Agent) and SOCIÉTÉ GÉNÉRALE BANK NEDERLAND N.V. (as Purchaser) AMENDMENT TO THE GERMAN RECEIVABLES PURCHASE AND SERVICING...German Receivables Purchase and Servicing Agreement • October 29th, 2010 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies
EXECUTIVE PLAN Adoption Agreement IMPORTANT NOTEWABCO Holdings Inc. • November 8th, 2007 • Motor vehicles & passenger car bodies
This document has not been approved by the Department of Labor, the Internal Revenue Service or any other governmental entity. An Employer must determine whether the plan is subject to the Federal securities laws and the securities laws of the various states. An Employer may not rely on this document to ensure any particular tax consequences or to ensure that the Plan is “unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees” under the Employee Retirement Income Security Act with respect to the Employer’s particular situation. Fidelity Management Trust Company, its affiliates and employees cannot and do not provide legal or tax advice or opinions in connection with this document. This document does not constitute legal or tax advice or opinions and is not intended or written to be used, and it cannot be used by any taxpayer, for the purposes of avoiding penalties that may be imposed on the ta
WABCO HOLDINGS INC. 0.84% Senior Notes, Series D, due November 15, 2023 1.20% Senior Notes, Series E, due November 15, 2026 1.36% Senior Notes, Series F, due November 15, 2028 NOTE PURCHASE AGREEMENT Dated as of October 17, 2016Note Purchase Agreement • October 20th, 2016 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies • New York
AMENDMENT TO LETTER AGREEMENTLetter Agreement • February 24th, 2009 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies
THIS AMENDMENT TO LETTER AGREEMENT (the “Amendment”) is made December 31, 2008, by and between WABCO Expats Inc. (the “Company”) and Jacques Esculier (the “Executive”).
Dated as of 28 April 2008 WABCO FAHRZEUGSYSTEME GmbH as Seller and WABCO FUNDING SPRL as Purchaser RECEIVABLES SALE AGREEMENT CLIFFORD CHANCE PARTNERSCHAFTSGESELLSCHAFT VON RECHTSANWALTEN, WIRTSCHAFTSPRUFERN STEUERBERATERN UND SOLICITORS SITZ:...Receivables Sale Agreement • May 2nd, 2008 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies
Contract of employmentWABCO Holdings Inc. • June 2nd, 2008 • Motor vehicles & passenger car bodies
Whereas the Employee has been employed by the Company since 3 March 2003 in application of an employment contract signed 1 March 2003 and in application to the amendments to the employment contract signed on July 27, 2007;
FORM OF WABCO HOLDINGS INC. RESTRICTED UNIT GRANT AGREEMENT FOR NON-U.S. EMPLOYEESRestricted Unit Grant Agreement • November 8th, 2007 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies • Delaware
WABCO HOLDINGS INC., a Delaware corporation (“Grantor”), hereby grants to (“Participant”), an employee of Grantor or one of its subsidiaries, Restricted Units, pursuant to and subject to the terms and conditions set forth in the Grantor’s Omnibus Incentive Plan (the “Plan”) and to such further terms and conditions as are set forth below in this Restricted Unit Grant Agreement (the “Agreement). Unless otherwise defined herein, the terms defined in the Plan shall have the same meanings in this Agreement.
23 SEPTEMBER 2009 WABCO AUTOMOTIVE ITALIA SRL (as Italian Seller and Italian Servicer) WABCO FINANCIAL SERVICES SPRL (as Seller’s Agent) SOCIÉTÉ GÉNÉRALE BANK NEDERLAND N.V. (as Purchaser) ITALIAN RECEIVABLES PURCHASE AND SERVICING AGREEMENT...Servicing Agreement • September 28th, 2009 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies
INDEMNIFICATION AND COOPERATION AGREEMENTIndemnification and Cooperation Agreement • July 20th, 2007 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies • New York
This INDEMNIFICATION AND COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of July 16, 2007 by and among American Standard Companies Inc. (“ASD”), Ideal Standard, France SAS (“IS France”), Ideal Standard GmbH & Co. OHG (“IS Belgium”), WABCO Austria GesmbH (“WABCO Austria”), Ideal Standard GmbH (Germany) (“IS Germany”), Ideal Standard Italia s.r.l. (Italy) (“IS Italy”), Ideal Standard Nederland BV (“Venlo”), WABCO Holdings Inc. (“WABCO”) and American Standard Europe BVBA (“ASE” or the “Indemnitor”). Each of the foregoing parties is individually referred to herein as a “Party” and collectively as the “Parties.” Certain capitalized terms used herein are defined in Section 1.1. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Distribution Agreement (defined below).
WABCO WABCO Europe BVBA-SPRLChaussee de La Hulpe 166 1170 Brussels Belgium www.wabco-auto.com Phone : +32 (0)2 663 98 00 Fax : +32 (0)2 663 98 96 MANAGEMENT AGREEMENT BETWEEN: WABCO E rope SPRL/BVBA, having its registered offices at 1170 Brussels,...WABCO Holdings Inc. • April 19th, 2018 • Motor vehicles & passenger car bodies • Brussels
DIRECTOR DEFERRED STOCK UNIT AWARD AGREEMENT UNDER THE WABCO HOLDINGS INC. 2009 OMNIBUS INCENTIVE PLANDirector Deferred Stock Unit Award Agreement • July 26th, 2013 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies
This Deferred Stock Unit Award Agreement (the “Agreement”) is between WABCO Holdings Inc. (the “Company”), and the Grantee named above, as a non-employee director of the Company. Capitalized terms used but not defined herein shall have the meanings set forth in the Plan.
WABCO HOLDINGS INC. U.S.$500,000,000 2.83% Senior Notes, Series A, due June 25, 2022 3.08% Senior Notes, Series B, due June 25, 2025 3.18% Senior Notes, Series C, due June 25, 2027 NOTE PURCHASE AGREEMENT Dated as of May 8, 2015Note Purchase Agreement • May 11th, 2015 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies • New York
FORM OF WABCO HOLDINGS INC. STOCK OPTION GRANT AGREEMENT FOR U.S. EMPLOYEESStock Option Grant Agreement • November 8th, 2007 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies • Delaware
WABCO HOLDINGS INC., a Delaware corporation (“Grantor”), hereby grants to (“Participant”), an employee of Grantor or one of its subsidiaries, the option to purchase (“Option”), at the exercise price set forth below, a total of shares of Common Stock, par value $.01 per share (“Common Stock”), of the Grantor, pursuant to and subject to the terms and conditions set forth in the Grantor’s Omnibus Incentive Plan (the “Plan”) and to such further terms and conditions as are set forth below in this Stock Option Grant Agreement (the “Agreement). Unless otherwise defined herein, the terms defined in the Plan shall have the same meanings in this Agreement.
FORM OF INDEMNIFICATION AND COOPERATION AGREEMENTForm of Indemnification and Cooperation Agreement • July 5th, 2007 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies • New York
This INDEMNIFICATION AND COOPERATION AGREEMENT (this “Agreement”) is made and entered into as of July [__], 2007 by and among American Standard Companies Inc. (“ASD”), Ideal Standard, France SAS (“IS France”), Ideal Standard GmbH & Co. OHG (“IS Belgium”), WABCO Austria GesmbH (“WABCO Austria”), Ideal Standard GmbH (Germany) (“IS Germany”), Ideal Standard Italia s.r.l. (Italy) (“IS Italy”), Ideal Standard Nederland BV (“Venlo”), WABCO Holdings Inc. (“WABCO”) and American Standard Europe BVBA (“ASE,” and together with WABCO and WABCO Austria, the “Indemnitors”). Each of the foregoing parties is individually referred to herein as a “Party” and collectively as the “Parties.” Certain capitalized terms used herein are defined in Section 1.1. Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Distribution Agreement (defined below).
CONTRACT OF EMPLOYMENTWABCO Holdings Inc. • November 8th, 2007 • Motor vehicles & passenger car bodies
WABCO HOLDINGS INC. LONG-TERM INCENTIVE AWARD AGREE ENT February 6, 2018 WABCO HOLDINGS INC., a Delaware corporation ("Grantor ), hereby grants to Jacques Esculier ("Participant"), a Long-Term Incentive Award (the "Award ), pursuant to and subject to...WABCO Holdings Inc. • April 19th, 2018 • Motor vehicles & passenger car bodies
28 APRIL 2008 GUARANTEE AGREEMENT WABCO HOLDINGS INC. as Guarantor TULIP ASSET PURCHASE COMPANY B.V. and ABN AMRO BANK N.V. as BeneficiariesWABCO Holdings Inc. • May 2nd, 2008 • Motor vehicles & passenger car bodies
ABN AMRO BANK N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of The Netherlands and having its corporate seat (statutaire zetel) in Amsterdam and its registered office at Gustav Mahlerlaan 10, 1082 PP Amsterdam, The Netherlands and registered with the trade register (handelsregistef) of the chamber of commerce (kamer van koophandel) of Amsterdam under number 33002587, acting through its office in Amsterdam (“ABN AMRO”).
Dated 28 April 2008 WABCO FRANCE S.A.S as Seller and ABN AMRO BANK N.V., AMSTERDAM BRANCH as Initial Purchaser RECEIVABLES SALE AGREEMENTReceivables Sale Agreement • May 2nd, 2008 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies
FORM OF WABCO HOLDINGS INC. STOCK OPTION GRANT AGREEMENT FOR NON-U.S. EMPLOYEESStock Option Grant Agreement • November 8th, 2007 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies • Delaware
WABCO HOLDINGS INC., a Delaware corporation (“Grantor”), hereby grants to (“Participant”), an employee of Grantor or one of its subsidiaries, the option to purchase (“Option”), at the exercise price set forth below, a total of shares of Common Stock, par value $.01 per share (“Common Stock”), of the Grantor, pursuant to and subject to the terms and conditions set forth in the Grantor’s Omnibus Incentive Plan (the “Plan”) and to such further terms and conditions as are set forth below in this Stock Option Grant Agreement (the “Agreement). Unless otherwise defined herein, the terms defined in the Plan shall have the same meanings in this Agreement.
27 SEPTEMBER 2010 WABCO FAHRZEUGSYSTEME GMBH (as German Seller and German Servicer) WABCO FINANCIAL SERVICES SPRL (as Seller’s Agent) and SOCIÉTÉ GÉNÉRALE BANK NEDERLAND N.V. (as Purchaser) SECOND AMENDMENT AGREEMENT TO THE GERMAN RECEIVABLES PURCHASE...Receivables Purchase and Servicing Agreement • October 29th, 2010 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies
THIS GERMAN RECEIVABLES PURCHASE AND SERVICING AGREEMENT is made on 23 September 2009 and amended on 30 March 2010 and amended on 27 September 2010
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT FOR NIKHIL VARTYEmployment Agreement • July 28th, 2011 • WABCO Holdings Inc. • Motor vehicles & passenger car bodies
WHEREAS, World Standard Ltd. (“WORLD”), and Mr. Nikhil Varty (“Executive”), entered into a certain Employment Agreement dated April 15, 2001, including an Addendum thereto dated February 1, 2006 (collectively, the “Agreement”); and
CLIFFORD CHANCE LIMITED LIABILITY PARTNERSHIP WABCO AUTOMOTIVE U.K. LIMITED as Seller and WABCO FUNDING SPRL as Purchaser RECEIVABLES SECURITISATION DEED UK/1494628/08 224362/30-40334413WABCO Holdings Inc. • May 2nd, 2008 • Motor vehicles & passenger car bodies • England and Wales
The Seller originates trade receivables in the ordinary course of its business. The parties wish to arrange for the offer for sale from time to time at the discretion of the Seller and for the purchase from time to time at the discretion of the Purchaser of trade receivables originated by the Seller.
