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.
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).
