8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 2, 2008 (April 28, 2008)

WABCO HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware	1-33332	20-8481962
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Centennial Avenue, P.O. Box 6820, Piscataway, NJ	08855-6820
(Address of principal executive offices)	(zip code)

Registrant’s telephone number, including area code: 32-2-663-9-800

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

See the information set forth in Item 2.03 of this Current Report on Form 8-K, which is incorporated herein by reference.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

On April 28, 2008, the Company established an accounts receivable financing facility with two European-based banks – ABN AMRO N.V. and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A. (“Rabobank,” and, together with ABN AMRO N.V., the “banks”). The entry into the accounts receivable financing facility reflects the completion of our general funding program and is not an indication that we have received any new information relating to the outcome of the pending EU competition proceeding that we have previously disclosed. Certain of the Company’s French, German and English subsidiaries will participate as sellers in the program (the “participating sellers”). The maximum funding from receivables that may be sold into the facility will be €150 million. The term of the facility is indefinite assuming WABCO and the participating sellers are in compliance with their facility covenants.

To establish the financing facility, a special-purpose entity (“SPE”) has been formed whose sole purpose is buying and selling receivables generated by the participating sellers.

Under the facility, the German and English participating sellers will sell, irrevocably and without recourse, all eligible accounts receivable to the SPE at a discount, and the SPE will, in turn, sell such accounts receivable, or undivided ownership interests in them, to a conduit administered by ABN AMRO. The French participating seller will first transfer its eligible accounts receivable to ABN AMRO, who will then resell such accounts receivable to the SPE at a discount. The assets of the SPE will not be assets of the Company or any of its subsidiaries, and will not be available to satisfy claims of any creditors of the Company or any creditors of the Company’s subsidiaries. The participating sellers will receive a fixed price relating to the nominal value of the receivables sold, under a formula prescribed in the applicable Receivables Sale Agreements. The conduit that will purchase the interests in the accounts receivable from the SPE will obtain the funds required to purchase such interests by selling commercial paper to third-party investors. The terms of the accounts receivable facility are embodied in several agreements, primarily a Receivables Purchase Agreement between the SPE and the ABN AMRO conduit, and Receivables Sale Agreements between each of the participating sellers and the SPE. The Receivables Purchase Agreement and the Receivables Sale Agreements contain representations and warranties, affirmative and negative covenants, and events of default that are customary for financings of this type. In addition, our participating sellers will have ongoing servicing obligations (including receivables collection and administration) under the facility, and each participating seller will be required to maintain insurance coverage for the facility. WABCO Holdings Inc. will enter into a guarantee agreement whereby it undertakes to guarantee the servicing obligations and covenants of each participating seller. This summary of the material terms of the accounts receivables facility is qualified in its entirety by reference to the Receivables Purchase Agreement attached hereto as Exhibit 10.1, the Receivables Sale Agreements attached hereto as Exhibits 10.2, 10.3 and 10.4 and the Guarantee Agreement, attached hereto as Exhibit 10.5.

ITEM 7.01 REGULATION FD DISCLOSURE.

The Company has posted a glossy 2007 Annual Report on the Investor Relations portion of its website at www.wabco-auto.com. A copy of the glossy report is attached hereto as Exhibit 99.1.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

The following exhibits are filed or furnished, as appropriate, as part of this Report to the extent described in Items 1.01 and 2.03.

10.1	Receivables Purchase Agreement, dated April 28, 2008, by and between Tulip Asset Purchase Company B.V. and WABCO Funding SPRL
10.2	Receivables Sale Agreement, dated April 28, 2008, by and between WABCO Fahrzeugsysteme GmbH and WABCO Funding SPRL
10.3	Receivables Sale Agreement, dated April 28, 2008, by and between WABCO France S.A.S. and ABN AMRO Bank N.V., Amsterdam Branch
10.4	Receivables Securitisation Deed, dated April 28, 2008, by and between WABCO Automotive U.K. Limited and WABCO Funding SPRL
10.5	Guarantee Agreement, dated April 28, 2008, by and between Tulip Asset Purchase Company B.V. and ABN AMRO Bank N.V.
99.1	Glossy 2007 Annual Report

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 1, 2008	WABCO HOLDINGS INC.
	By:	/s/ Ulrich Michel
	Name:	Ulrich Michel
	Title:	Chief Financial Officer

EXHIBIT INDEX

10.1	Receivables Purchase Agreement, dated April 28, 2008, by and between Tulip Asset Purchase Company B.V. and WABCO Funding SPRL
10.2	Receivables Sale Agreement, dated April 28, 2008, by and between WABCO Fahrzeugsysteme GmbH and WABCO Funding SPRL
10.3	Receivables Sales Agreement, dated April 28, 2008, by and between WABCO France S.A.S. and ABN AMRO Bank N.V., Amsterdam Branch
10.4	Receivables Securitisation Deed, dated April 28, 2008, by and between WABCO Automotive U.K. Limited and WABCO Funding SPRL
10.5	Guarantee Agreement, dated April 28, 2008, by and between Tulip Asset Purchase Company B.V. and ABN AMRO Bank N.V.
99.1	Glossy 2007 Annual Report

EX-10.1

Exhibit 10.1

C L I F F O R D C H A N C E CLIFFORD CHANCE LLP

28 APRIL 2008

RECEIVABLES PURCHASE AGREEMENT

TULIP ASSET PURCHASE COMPANY B.V.

as Onward Purchaser

and

WABCO FUNDING SPRL

as Purchaser

CONTENTS

1.	Interpretation	4
2.	Offer for Receivables	21
3.	Acceptance, Purchase and Assignment	22
4.	Calculation of Purchase Price and provisions relating to Deferred Purchase Price and programme limit	25
5.	Notice to Debtors	26
6.	Further Assurance	26
7.	Indemnity	27
8.	Payments	28
9.	Netting-off of Payments	29
10.	Appointment of the Servicers	29
11.	Representations and Warranties	30
12.	Covenants	31
13.	Taxes and Increased Costs	33
14.	Default Interest	35
15.	Fees, Costs and Expenses	36
16.	Deemed Collections	36
17.	Benefit of Agreement	36
18.	Disclosure of Information	37
19.	Remedies and Waivers	37
20.	Partial Invalidity	38
21.	No Liability and No Petition	38
22.	Notices and Amendments	39
23.	Law	40
24.	Jurisdiction	40

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Schedule 1	41
Schedule 2	44
Schedule 3	48
Schedule 4	51
Schedule 5	53
Schedule 6	54

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THIS AGREEMENT is made on 28 April 2008

BETWEEN

1. TULIP ASSET PURCHASE COMPANY B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands and having its corporate seat (statutaire zetel) in Amsterdam and its registered office at Claude Debussylaan 24, 1082 MD Amsterdam, The Netherlands (“TAPCO”) and registered with the trade register (handelsregister) of the chamber of commerce (kamer van koophandel) in Amsterdam, The Netherlands under the number 33274907 (the “Onward Purchaser”); and

2. WABCO FUNDING SPRL, a Belgian company with its registered office at Rue De Genval 20, 1301 Bierges enterprise number 0895,808,460 (the “Purchaser”).

WHEREAS

(A) The Purchaser may purchase Receivables from each of the Sellers or from ABN AMRO, as the case may be, pursuant to the Receivables Sale Agreements.

(B) The Purchaser and the Onward Purchaser agree, upon the terms and subject to the conditions hereof, that the Purchaser will from time to time offer to sell and to assign Receivables to the Onward Purchaser and the Onward Purchaser shall accept any such offer upon the terms hereof.

(C) The Onward Purchaser has agreed, upon the terms and subject to the conditions of the Servicing Agreements, to appoint each of the Servicers to act for the Onward Purchaser in the performance of certain services in relation to the Purchased Receivables.

NOW IT IS HEREBY AGREED as follows:

PART 1

Interpretation

1. INTERPRETATION

1.1 In this Agreement and in the Recitals hereto, except so far as the context otherwise requires:

“ABN AMRO” means ABN AMRO BANK N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of The Netherlands and having

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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 (handelsregister) of the chamber of commerce (kamer van koophandel) of Amsterdam under number 33002587, acting through its office in Amsterdam;

“Account Bank” means ABN AMRO acting through its office at Amsterdam and any person appointed as Account Bank under the Accounts Administration Agreement;

“Accounts Administration Agreement” means the accounts administration agreement dated on or about the date hereof between ABN AMRO as Accounts Administrator, the Onward Purchaser and the Issuer;

“Accounts Administrator” means ABN AMRO acting through its office at Amsterdam and any person appointed as accounts administrator under the Accounts Administration Agreement;

“Advances” means all Advances and Same Day Advances pursuant to the Liquidity Facility Agreement (as defined therein), all Drawings under the Standby Letter of Credit Agreement and all Drawings made under the Euro Programme Enhancement Facility Agreement (as in each case defined therein);

“Adverse Claim” means any charge, encumbrance, proprietary or security interest, right of retention, lien or privilège / voorrecht, or other right or claim in, over or on any person’s assets or properties in favour of any other person (but excluding the rights of the Debtor under any Contract of Sale in respect of the use or possession of goods the subject of such Contract of Sale);

“Aggregate Outstanding Nominal Amount” means, with respect to all Purchased Receivables, at any time the aggregate amount of the Outstanding Nominal Amount of each Purchased Receivable;

“Aggregate Receivables Investment” means, at any time:

(i) the aggregate Outstanding Nominal Amount of Purchased Receivables purchased prior to the relevant calculation date; plus

(ii) the aggregate Nominal Amount of Receivables (other than Purchased Receivables) the subject of an Offer and in relation to which a Loan under the Funding Agreements has been made; minus

(iii) the Outstanding Nominal Amount of each Purchased Receivable which is not an Eligible Receivable;

For the purposes of Clause 3.3 and the Termination Event numbered 19 in the Fourth Schedule only, the total calculated under items (i) through (iii) above shall, where applicable, be converted into US Dollar using the Rate of Exchange;

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“Available Euro Programme Enhancement Portion” has the meaning given to such term in the Euro Programme Enhancement Facility Agreement;

“Available L/C Portion” has the meaning given to such term in the Euro Standby Letter of Credit Agreement;

“Available Insurance Limit” means, at any time, the Insurance Cover Amount less the aggregate nominal amount of Receivables for which a claim have been made under the Insurance Policy on or prior to such date;

“Average Collection Period” means at any time a period of days equal to the product of 30 and the greater of:

(i) one (1); and

(ii) the fraction the numerator of which shall be the amount set forth in the most recent Monthly Report as the Nominal Amount of all Receivables at the beginning of the period to which such Monthly Report relates, and the denominator of which shall be the Collections as set forth in such Monthly Report for the period to which such Monthly Report relates;

“Average Collection Period Concentrated Debtor” means with respect to a Concentrated Debtor at any time a period of days equal to the product of 30 and the greater of:

(i) one (1); and

(ii) the fraction the numerator of which shall be the amount set forth in the most recent Monthly Report as the Nominal Amount of all Receivables due by that Concentrated Debtor at the beginning of the period to which such Monthly Report relates, and the denominator of which shall be the Collections received with respect to the Receivables due by such Concentrated Debtor as set forth in such Monthly Report for the period to which such Monthly Report relates;

“Banks” has the meaning given to it under the Facilities, as the context requires;

“Collection Account” has the meaning given to such term in the Servicing Agreements;

“Collection Payment Date” means, for each calendar month, the earlier of (i) a Purchase Date, and (ii) the last business day of such calendar month;

“Collection Period” means, in relation to a Collection Payment Date, the calendar month preceding that in which such Collection Payment Date falls, provided that the first Collection Period shall commence on the first Purchase Date;

“Collections” means, with respect to any Purchased Receivable, all amounts received in respect of such Purchased Receivable including the following:

(i) cash collections, finance, interest, late payment or similar charges;

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(ii) payments made on any bill of exchange, promissory note or other negotiable instrument issued in respect of such Purchased Receivable to any holder thereof (whether or not issued in contravention of any provisions of this Agreement);

(iii) all cash proceeds of Related Security with respect to such Purchased Receivable;

(iv) any Deemed Collections of such Purchased Receivable; and

(v) all recoveries of value added tax from any relevant tax authority relating to any Defaulted Receivable;

“Concentrated Debtor” means a NIG Concentrated Debtor and a IG Concentrated Debtor;

“Concentrated Debtor Excess Amount” means, for each Concentrated Debtor at any time, the amount by which the aggregate Outstanding Nominal Amount of all Purchased Receivables due by such Concentrated Debtor exceeds the amount referred to in paragraph (i)(a) of the definition of “Debtor Limit” if such Concentrated Debtor is an IG Concentrated Debtor or the amount referred to in paragraph (ii)(a) of the definition of “Debtor Limit” if such Concentrated Debtor is an NIG Concentrated Debtor;

“Conditions Precedent” means the conditions precedent to the valid delivery of an Offer set out in the First Schedule;

“Contract of Sale” means each of the agreements between the Sellers and a Debtor which is subject to the General Terms and Conditions set out in the first schedule to the Receivables Sale Agreements or as otherwise approved by the Onward Purchaser, pursuant to which a Debtor shall be obliged to pay for goods purchased from or services provided by a Seller;

“CP Programme” means the commercial paper programme established by the Issuer pursuant to the Dealer Agreements;

“Credit and Collection Policies” means the credit and collection policies and practices from time to time applied by the Sellers and notified in writing to the Onward Purchaser in relation to Purchased Receivables;

“Dealer Agreements” means the dealer agreements relating to the CP Programme dated on or after 1 December 1995 between the Issuer and the Dealers (as defined therein);

“Debtor” means a person set out in the records of the Sellers as being obliged to make payments for the provision of goods or services evidenced by a Contract of Sale

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for which an invoice has been issued (or, if different, the person so obliged) and includes any person obliged to make payment under or in connection with any Related Security;

“Debtor Limit” means, at any time:

(vi) in respect of an IG Concentrated Debtor, an amount equal to (a) five per cent, of the Aggregate Outstanding Nominal Amount, plus (b) the amount of the then applicable Credit Limit (as defined in the Insurance Policy) for such Debtor;

(vii) in respect of a NIG Concentrated Debtor, an amount equal to (a) two per cent, of the Aggregate Outstanding Nominal Amount, plus (b) the amount of the then applicable Credit Limit (as defined in the Insurance Policy) for such Debtor;

“Deemed Collection” shall have the meaning ascribed to such term in the Receivables Sale Agreements and shall include any rights therein of a Seller that are treated the same as a Deemed Collection;

“Default Ratio Current Month” means, in respect of each Collection Period, the Outstanding Nominal Amount of the Purchased Receivables which are Defaulted Receivables on the last business day of such Collection Period, divided by the Outstanding Nominal Amount of Purchased Receivables (excluding any Written-Off Receivables) on the last business day of such Collection Period, expressed as a percentage, provided that if insufficient data is available for the calculation of the Default Ratio Current Month due to the fact that insufficient time has elapsed since the first Purchase Date under this Agreement, the calculation of the Default Ratio Current Month shall be based on Historical Receivables Information;

“Default Ratio Rolling Average” means at any time the average of the three most recent Default Ratio Current Month calculations, provided that if insufficient data is available for the calculation of the Default Ratio Rolling Average due to the fact that insufficient time has elapsed since the first Purchase Date under this Agreement, the calculation of the Default Ratio Rolling Average shall be based on Historical Receivables Information;

“Defaulted Receivable” means any Purchased Receivable (other than a Disputed Receivable) in respect of which (i) the relevant Servicer has not been paid by the relevant Debtor (including, without limitation, payments made by third parties on behalf of the Debtor) by the end of the Collection Period during which such Purchased Receivable becomes more than 90 days overdue for payment from its Receivable Due Date, or (ii) the related Debtor is insolvent, or (iii) a declaration has been made by a Seller or by a Servicer that such Purchased Receivable is irrecoverable, or (iv) legal proceedings have been commenced for its recovery, or (v) the relevant Servicer has transferred such Purchased Receivable to the doubtful

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receivables account, provided that in respect of any Receivable which is credit insured (if any) under the Insurance Policy only the uninsured portion of such Receivables shall be deemed a Defaulted Receivable;

“Deferred Purchase Price” means that portion of the Purchase Price of a tranche of Receivables being the subject of an Offer which is payable to the Purchaser on a deferred basis pursuant to the terms of this Agreement;

“Delinquency Ratio Current Month” means, in respect of each Collection Period, the Outstanding Nominal Amount of the Purchased Receivables which are Delinquent Receivables on the last business day of such Collection Period, divided by the Outstanding Nominal Amount of Purchased Receivables (excluding any Written-Off Receivables) on the last business day of such Collection Period, expressed as a percentage, provided that if insufficient data is available for the calculation of the Delinquency Ratio Current Month due to the fact that insufficient time has elapsed since the first Purchase Date under this Agreement, the calculation of the Delinquency Ratio Current Month shall be based on Historical Receivables Information;

“Delinquency Ratio Rolling Average” means at any time the average of the three most recent Delinquency Ratios Current Month calculations; if insufficient data is available for the calculation of the Delinquency Ratio Rolling Average due to the fact that insufficient time has elapsed since the first Purchase Date under this Agreement, the calculation of the Delinquency Ratio Rolling Average shall be based on Historical Receivables Information;

“Delinquent Receivable” means any Receivable (other than a Disputed Receivable, Defaulted Receivable or a Written-Off Receivable) which is more than 60 days overdue for payment from its Receivable Due Date;

“Dilution” means any discount expense, rebate, refund, billing error expense (including invoice substitution), credit against Purchased Receivables and other adjustment or allowance in respect of Purchased Receivables permitted or incurred by the Seller or the Servicer;

“Dilution Ratio Current Month” means, in respect of each Collection Period, the following ratio, expressed as a percentage: the Dilutions which have occurred during each such Collection Period, divided by the Outstanding Nominal Amount of Purchased Receivables (excluding any Written-Off Receivables) on the last business day of such Collection Period, expressed as a percentage;

“Dilution Ratio Rolling Average” means at any time the average of the three most recent Dilution Ratio Current Month calculations, provided that if insufficient data is available for the calculation of the Dilution Ratio Rolling Average due to the fact that insufficient time has elapsed since the first Purchase Date under this Agreement, the calculation of the Dilution Ratio Rolling Average shall be based on Historical Receivables Information;

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“Dilution Reserve” means, with respect to the calculation of the Purchase Price for Receivables, the percentage derived from the following formula:

A × B

where:

A = the highest of the twelve most recent Dilution Ratio Current Month at the time of the calculation; and

B = 2.25

provided that if insufficient data is available for the calculation of the Dilution Reserve due to the fact that insufficient time has elapsed since the first Purchase Date under this Agreement, the calculation of the Dilution Reserve shall be based on Historical Receivables Information;

“Discount” means, with respect to the calculation of the Purchase Price Advance an amount equal to the greater of (a) zero and (b) the amount calculated as the Discount Protection Amount less the amount of any credit balance in the Discount Reserve Ledger immediately prior to the credit of the Discount resulting from this calculation;

“Discount Protection Amount” means, with respect to the calculation of a Purchase Price for certain Receivables, an amount equal to the greater of:

(a) the product of (i) the Loss Reserve Floor plus the Dilution Reserve plus the Yield Reserve and (ii) the Aggregate Receivables Investment; and

(b) the product of (i) the Loss Reserve plus the Dilution Reserve plus the Yield Reserve, and (ii) the Aggregate Receivables Investment;

“Discount Reserve Ledger” means a ledger maintained by or on behalf of the Onward Purchaser in its own books which is credited with

a) the aggregate amount of Discount taken on each Purchase;

b) any interest earned on the Operating Account;

c) any Collection received by the Onward Purchaser in respect of a Purchased Receivable which is a Defaulted Receivable previously debited to such ledger; and

is debited with

aa. the Outstanding Nominal Amount of every Purchased Receivables which is a Defaulted Receivable;

bb. the amount of each instalment of Deferred Purchase Price paid to the Purchaser;

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cc. the payment of interest by the Onward Purchaser under the Funding Agreement; and

dd. the payment of fees, costs and expenses by the Onward Purchaser;

“Disputed Receivable” means any Receivable in respect of which payment is disputed (in whole or in part, with or without justification) by the Debtor owing such Receivable whether by reason of any matter concerning the goods in respect of which the original invoice was issued or by reason of any other matter whatsoever or in respect of which a set-off or counterclaim is being claimed by such Debtor;

“Effective Date” means 28 April 2008.

“Eligible Receivable” means any Receivable satisfying the criteria specified in the Second Schedule;

“Euro Programme Enhancement Facility Agreement” means the euro programme enhancement facility agreement dated 21 July 2005 between the Onward Purchaser and Euro Programme Enhancement Facility Provider, as amended from time to time;

“Euro Programme Enhancement Facility” has the meaning given to such term in the Euro Programme Enhancement Facility Agreement;

“Euro Programme Enhancement Facility Portion” has the meaning given to such term in the Euro Programme Enhancement Facility Agreement;

“Euro Programme Enhancement Facility Provider” means ABN AMRO, 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, acting through its office in Amsterdam in its capacity as the euro programme enhancement facility provider;

“Facilities” means each of the Liquidity Facility Agreement, the Euro Programme Enhancement Facility Agreement and the Standby Letter of Credit Agreement;

“Funding Agreements” means the loan agreement between the Onward Purchaser and the Issuer under which the Issuer may agree from time to time to advance moneys to the Onward Purchaser for the purchase of receivables (or the funding of the purchase of receivables) and any other agreement whereby the Onward Purchaser acquires or may acquire funds for the purposes of purchasing Purchased Receivables hereunder, but shall exclude the Facilities;

“German Receivables” means all Receivables governed by German law;

“Global Fee and Settlement Letter” means the fee letter of even date herewith from ABN AMRO to the Sellers specifying the fees payable by the Sellers to the Onward Purchaser;

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“Guarantee Agreement” means the guarantee agreement dated on or about the date hereof and made between Wabco Holdings Inc., ABN AMRO and TAPCO;

“Guarantee Event” shall have the meaning ascribed to such term in the Guarantee Agreement;

“Historical Receivables Information” means historical numerical information regarding Receivables relating to periods starting or ending prior to the first Purchase Date under this Agreement, and interpreted in a manner which is consistent with the manner in which such data is interpreted pursuant to this Agreement;

“IG Concentrated Debtor” means, at any time, a Debtor which (i) is rated at least “BBB-” by Standard & Poor’s and at least “Baa3” by Moody’s, and (ii) owes Purchased Receivables (including for the purposes of this calculation any Receivables the subject of an Offer) whose aggregate Outstanding Nominal Amount exceeds 5 per cent. of the Aggregate Outstanding Nominal Amount;

“Invoice Date” in relation to any Receivable means the date of issue of the related invoice and specified in the Offer relating to such Receivable;

“Insurance Cover Amount” means, at any time, the “Insurer’s Maximum Liability” as defined under the Insurance Policy or, if such term is not defined, the maximum amount which the Insurer shall be required to pay in respect of all contracts taken together under the Insurance Policy;

“Insurance Event” means an “Insurance Servicer Termination Event” as defined in the Insurance Servicing Agreement;

“Insurance Policy” shall have the meaning ascribed to such term in the Insurance Servicing Agreement;

“Insurance Report” shall have the meaning ascribed to such term in the Insurance Servicing Agreement;

“Insurance Servicing Agreement” means the insurance servicing agreement dated on or about the date hereof and made between the Sellers, the Servicers, Wabco Europe SPRL, Wabco Funding SPRL, TAPCO and others;

“Issuer” means Tulip Europe Funding Corporation Limited, a limited liability company incorporated in Jersey and having its registered office at 26 New Street, St Helier, Jersey, Channel Islands;

“Liquidity Facility Agreement” means the liquidity facility agreement dated on or about the date hereof between the Onward Purchaser, ABN AMRO and the Banks (as defined therein) and any extension or renewal thereof;

“Loan Agreement” means the loan agreement to be entered into between Wabco Financial Services SPRL and the Purchaser substantially in the form of the agreement initialled by Wabco Financial Services SPRL and the Purchaser on the date of this Agreement;

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“Loans” means all outstanding loans or part thereof made to the Onward Purchaser pursuant to the Funding Agreement for the purpose of financing or refinancing any purchase hereunder;

“Loss Ratio Current Month” means, in respect of each Collection Period, the Outstanding Nominal Amount of those Purchased Receivables which have become Defaulted Receivables during such Collection Period, divided by the Nominal Amount of all Purchased Receivables which have been sold hereunder during the fourth Collection Period preceding such Collection Period, expressed as a percentage;

“Loss Ratio Rolling Average” means, at any time, the average of the three most recent Loss Ratio Current Month calculations, provided that if insufficient data is available for the calculation of the Loss Ratio Rolling Average due to the fact that insufficient time has elapsed since the first Purchase Date under this Agreement, the calculation of the Loss Ratio Rolling Average shall be based on Historical Receivables Information;

“Loss Reserve” means a percentage determined in accordance with the following formula:

LR × LHR × LSF, where:

LR = the highest Loss Ratio Rolling Average over the most recent 12 months, provided that if insufficient data is available for the calculation of the Loss Ratio Rolling Average due to the fact that insufficient time has elapsed since the first Purchase Date under this Agreement, the calculation of the Loss Ratio Rolling Average shall be based on Historical Receivables Information;

LHR = at any time, the Nominal Amount of all Purchased Receivables which have been purchased under this Agreement during the four preceding Collection Periods, divided by the Outstanding Nominal Amount of Purchased Receivables which are Eligible Receivables (excluding any Written-Off Receivables) on the last business day of the immediately preceding Collection Period, expressed as a percentage; and

LSF = stress factor set at 2.25;

“Loss Reserve Floor” means 10%;

“Matured Value” means, in respect of any Loan on any day, the sum of (a) the principal amount thereof, (b) all unpaid interest which has accrued or will accrue (whether or not then due) under such Advance up until a date which is 365 days following such day; and (c) all unpaid fees and other amounts which are then known and scheduled to become due (whether or not then due) on, or in connection with such

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Loan, in each case payable to, or for the benefit of the Issuer; for the purposes of calculating whether the Aggregate Receivables Investment denominated in euro or Sterling exceeds the Matured Value of the Loans, the Outstanding Nominal Amount of each Receivable shall be converted into US dollars using the Rate of Exchange;

“Monthly Report” means the monthly report delivered by each Servicer pursuant to Clause 6.2 of each Servicing Agreement in the form set out in the Fifth Schedule or as otherwise agreed from time to time between the Servicers and the Onward Purchaser;

“Moody’s” means Moody’s Investors Service, Inc.;

“Multilateral Set-Off Agreement” means the multilateral set-off agreement dated on or about the date hereof between the Purchaser, the Onward Purchaser, the Sellers, the Servicers, and ABN AMRO;

“NIG Concentrated Debtor” means, at any time, a Debtor which (i) is rated less than “BBB-” by Standard & Poor’s or “Baa3” by Moody’s, or a Debtor which does not have a rating, and (ii) owes Purchased Receivables (including for the purposes of this calculation any Receivables the subject of an Offer) whose aggregate Outstanding Nominal Amount exceeds 2 per cent. of the Aggregate Outstanding Nominal Amount;

“Nominal Amount” means, with respect to any Receivable, the principal amount of such Receivable as reflected in the books of the Sellers;

“Note” means a commercial paper note issued by the Issuer for the purpose of funding the Onward Purchaser under the Funding Agreement and purchased by a Dealer pursuant to the Dealer Agreements and includes the commercial paper notes represented by a Note in global form;

“Offer” means a written offer in substantially the form set out in Part 1 of the Third Schedule;

“Offer Date” means any date on which the Purchaser makes an Offer to the Onward Purchaser;

“Operating Account” means the following interest bearing accounts (one for each currency) operated by ABN AMRO as Accounts Administrator in the name of the Onward Purchaser at the Account Bank utilised for the time being for the purposes of the Servicing Agreements and the Accounts Administration Agreement or such other account or accounts as may for the time being be in addition thereto or substituted therefor in accordance with the provisions of the Accounts Administration Agreement:

USD account number 61 76 98 767;

EURO account number 49 85 99 922;

GBP account number 49 85 69 446;

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“Outstanding Nominal Amount” means, with respect to any Purchased Receivable, at any time the Nominal Amount of such Purchased Receivable as determined by the most recent Monthly Report less the amount of Collections received by the Onward Purchaser and applied to the Nominal Amount of such Purchased Receivable provided that, for the purpose of calculating the Outstanding Nominal Amount, Collections shall not be treated as received by the Onward Purchaser until credited to the Operating Account or applied to amounts due by the Onward Purchaser pursuant to Clause 9 of this Agreement, and provided further that such Outstanding Nominal Amount shall be restored in the amount and to the extent of any Collections so received and applied if at any time the distribution of such Collections is rescinded or must otherwise be returned for any reason;

“Programme Limit” means EUR 150,000,000 or any other amount as provided for in the Global Fee and Settlement Letter;

“Purchase” means an acquisition of a Receivable and the Related Security hereunder pursuant to an Offer;

“Purchase Date” means, with respect to any Purchase, the date upon which such Purchase is completed;

“Purchase Price” shall have the meaning given thereto in Clause 4.1;

“Purchase Price Advance” means that portion of the Purchase Price of a tranche of Receivables the subject of an Offer, equal to the aggregate of the Nominal Amount of each Receivable less the Discount calculated with respect to the proposed Purchase, and payable on a Purchase Date;

“Purchased Receivables” means any Receivables assigned, sold or transferred or purported to be assigned, sold or transferred to the Onward Purchaser pursuant hereto;

“Rate of Exchange” means, with respect to the conversion of any currency in another currency, the then applicable spot rate of exchange as determined by ABN AMRO and notified to the Onward Purchaser;

“Receivable” means any and all present and future indebtedness (inclusive of VAT) coming or having come into existence prior to the termination hereof and owed or purported to be owed to a Seller by a Debtor, and unless otherwise specified herein, shall be inclusive of any Related Security and any Purchased Receivable;

“Receivable Due Date” in relation to any Receivable means the original date on which such Receivable is due and payable (as stated in the Offer for such Receivable);

“Receivables Sale Agreements” means each of the following agreements:

(i) the Receivables Sale Agreement dated on or about the date hereof and made between the Purchaser and WABCO Fahrzeugsysteme GmbH;

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(ii) the Receivables Securitisation Deed dated on or about the date hereof and made between the Purchaser and WABCO Automotive U.K. Limited;

(iii) the Receivables Sale Agreement dated on or about the date hereof and made between ABN AMRO and Wabco France S.A.S.;

(iv) the Onward Sale Agreement dated on or about the date hereof and made between ABN AMRO and Wabco Funding SPRL;

(v) any other Receivables Sale Agreement or Receivables Securitisation Deed to be entered into by the Purchaser and a Seller from time to time, with the prior written consent of the Onward Purchaser;

(vi) any other Onward Sale Agreement to be entered into by the Purchaser and ABN AMRO from time to time, with the prior written consent of the Onward Purchaser;

“Records” means, in respect of any Receivable, all Contract of Sales, correspondence, notes of dealings and other documents, books, books of account, registers, records and other information (including, without limitation, computer programmes, tapes, discs, punch cards, data processing software and related property and rights) maintained (and recreated in the event of destruction of the originals thereof) with respect to such Receivable and the related Debtor;

“Related Security” means with respect to any Receivable:

(i) all Adverse Claims of the Seller on any property from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract of Sale related to such Receivable or otherwise, together with all financing statements signed by a Debtor describing any collateral security securing such Receivables;

(ii) all guarantees, insurance for that Receivable (if any) under the Insurance Policy or otherwise, and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract of Sale related to such Receivable or otherwise, including any credit insurance, if any;

(iii) all Records related to such Receivable; and

(iv) all proceeds at any time howsoever arising out of the resale, redemption or other disposal of (net of collection costs), or dealing with, or judgments relating to, any of the foregoing, any debts represented thereby, and all rights of action against any person in connection therewith;

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“Securitisation Agreements” means:

(i) this Agreement;

(ii) the Loan Agreement;

(iii) the Receivables Sale Agreements;

(iv) the Insurance Servicing Agreement;

(v) the Servicing Agreements;

(vi) the Guarantee Agreement;

(vii) the Liquidity Facility Agreement;

(viii) the Accounts Administration Agreement;

(ix) the Global Fee and Settlement Letter;

(x) the Transaction Management and Administrative Services Agreement;

(xi) a Sub-Participation Agreement dated on or about the date hereof and made between ABN AMRO and Coōperatieve Centrale Raiffeisen-Boerenleenbank B.A;

(xii) the Multilateral Set-Off Agreement; and

(xiii) any other agreement or document designated as a “Securitisation Agreement” by the parties to this Agreement;

“Sellers” means the companies listed in the Sixth Schedule to this Agreement, as such list may be amended from time to time with the consent of the Purchaser and the Onward Purchaser;

“Servicers” means the companies listed in the Sixth Schedule to this Agreement, as such list may be amended from time to time with the consent of the Purchaser and the Onward Purchaser;

“Services” means the services to be provided by each of the Servicers under the Servicing Agreements;

“Servicing Agreements” means each of the following agreements:

(i) the Servicing Agreements dated on or about the date hereof and made between TAPCO and each of WABCO Fahrzeugsysteme GmbH, Wabco Automotive U.K. Limited and Wabco France S.A.S. respectively;

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(ii) any other Servicing Agreement to be entered into by TAPCO and a Seller from time to time;

“Standard & Poor’s” means Standard & Poor’s, a division of The McGraw-Hill Companies;

“Standby Letter of Credit Agreement” means the standby letter of credit agreement originally dated 1 December 1995 between ABN AMRO as L/C Bank and the Onward Purchaser, and any renewal or extension thereof;

“Subsidiary” means, with respect to any person (herein referred to as the “parent”), any person of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, at the time any determination is being made, owned, controlled or held by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent;

“Termination Date” means the date upon which a Termination Event occurs or, if such date is not a business day, the next following business day;

“Termination Event” means any of the events specified in the Fourth Schedule;

“Transaction Management and Administrative Services Agreement” means the transaction management and administrative services agreement dated on or about the date hereof between ABN AMRO, the Purchaser and Wabco Europe SPRL;

“Yield Reserve” means a percentage determined in accordance with the following formula:

YSF × DSO / 360 × (CP Rate + Margin + 1 %)

YSF = stress factor = 1.5

DSO = means the average of the Average Collection Periods as reported in the Monthly Reports over the previous twelve months;

CP Rate = the interest rate provided by TAPCO as its reasonable estimate of the average rate at which it could obtain money under the Funding Agreements to fund Purchased Receivables for a time period approximately equal to the Relevant Period (as defined below); plus an amount provided by TAPCO for fees, costs and expenses including, without limitation, any fees, costs and expenses incurred or to be incurred in connection with any hedging transaction entered into or to be entered into in relation to such Receivables;

Margin = 0.425% or such other percentage representing the then current interest rate payable with respect to any amount drawn under Liquidity Facility Agreement;

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“Written-Off Receivables” means any Receivable which has been written off as irrecoverable for accounting purposes by the Purchaser in accordance with the Purchaser’s general accounting practices.

1.2 Any reference in this Agreement to:

“administration”, “bankruptcy”, “dissolution”, “liquidation”, “receivership” or “winding-up” of any person shall be construed so as to include any equivalent or analogous proceedings under the laws of the jurisdiction in which such person is incorporated (or, if not a company or corporation, domiciled) or any jurisdiction in which such person has its principal place of business;

an “affiliate” of any company shall be construed as a reference to any company which is a Subsidiary of such former company, of which such former company is a Subsidiary, or which is a Subsidiary of a holding company of which such former company is also a Subsidiary;

“Bank” or the “L/C Bank” shall be construed so as to include its respective successors and assigns in accordance with their respective interests;

“business day” means any day (other than a Saturday or a Sunday) on which banks are open for business in London, Amsterdam, Brussels and New York and, if such reference relates to the date for the payment or purchase of any sum denominated in any other currency, the principal financial centre of the country of such currency;

“Clause”, “Part”, “Recital” or “Schedule” is, subject to any contrary indication, a reference to a clause or part hereof or a recital or schedule hereto;

“encumbrance” shall be construed as a reference to a mortgage, charge, pledge, lien or other encumbrance securing any obligation of any person or any other type of preferential arrangement (including, without limitation, title transfer and retention arrangements) having a similar effect and for the avoidance of doubt shall not include (i) a right of counterclaim or (ii) a right of set-off arising by contract or operation of law not constituting a mortgage or charge under applicable law;

“holding company” of a company shall be construed as a reference to any company of which the first-mentioned company is a Subsidiary;

“person” shall be construed as a reference to any person, firm, company, corporation, government, state or agency of a state or any association “or partnership (whether or not having separate legal personality) of two or more of the foregoing;

“stamp duty” shall be construed as a reference to any stamp, registration or other transaction or documentary tax or duties (including, without limitation, any penalty or interest payable in connection with any failure to pay or any delay in paying out any of the same);

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“tax” shall be construed so as to include any tax, levy, impost, duty or other charge of a similar nature (including, without limitation, any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same) arising under applicable law;

“value added tax” shall be construed so as to include any value added tax under any jurisdiction.

1.3 The headings in this Agreement shall not affect its interpretation.

1.4 Words denoting the singular number only shall include the plural number also and vice versa; and words denoting persons only shall include firms and corporations and vice versa.

1.5 References in this Agreement to any statutory provision shall be deemed also to refer to any statutory or other modification, re-enactment or replacement thereof or any statutory instrument, order or regulation made thereunder or under any such re- enactment.

1.6 The Schedules shall form part of this Agreement.

1.7 Terms defined in the Servicing Agreements, Standby Letter of Credit Agreement, Liquidity Facility Agreement and Accounts Administration Agreement shall, unless otherwise defined herein or the context otherwise requires, bear the same meaning herein.

1.8 Save where the contrary is indicated in this Agreement, any reference in this Agreement to a time of day shall be construed as a reference to time in Amsterdam.

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PART 2

Sales and Assignment of Receivables

2. OFFER FOR RECEIVABLES

2.1 At any time after (i) the Effective Date has occurred, and (ii) the Conditions Precedent have been fulfilled to the satisfaction of, or waived by, the Onward Purchaser, ABN AMRO and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A., but in any event before the Termination Date, the Purchaser will offer to sell and to assign without recourse to the Onward Purchaser all of the Receivables and their Related Security it has purchased from the Sellers pursuant to the Receivables Sale Agreements on any business day by delivering to the Onward Purchaser an Offer meeting the requirements set forth below, provided that, regardless of any contrary Clause in this Agreement, German Receivables and Related Security governed by German law shall not be assigned or transferred hereunder but under a separate agreement governed by German law dated 28 April 2008 and entered into between the parties hereto (the “German Assignment Agreement”).

2.2 Each Offer delivered pursuant to Clause 2.1 shall:

(a) specify the aggregate Nominal Amount of such Receivables, and the Purchase Price Advance and Discount in relation to such Offer;

(b) identify in relation to each such Receivable:

(i) the name and account number of the Debtor owing such Receivable and its address;

(ii) the Invoice Date and invoice number;

(iii) the Receivable Due Date;

(iv) the Nominal Amount of each such Receivable; and

(v) all Related Security (to the extent applicable and practicable);

(c) specify the proposed Purchase Date for such Receivables, which shall be a business day falling not less than three and not more than ten business days after the date of the Onward Purchaser’s receipt of the Offer;

(d) specify the bank and account into which the Purchase Price Advance is to be paid;

(e) be accompanied by an Insurance Report prepared by the Insurance Servicer in accordance with the provisions of the Insurance Servicing Agreement.

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2.3 For the avoidance of doubt the parties confirm that any Offer meeting the requirements specified in Clause 2.2 of the Receivables Sale Agreements shall also satisfy the conditions of Clauses 2.1 and 2.2(b) and 2.2(c) of this Agreement.

2.4 Delivery of an Offer pursuant to Clause 2.1 shall constitute (i) an irrevocable offer by the Purchaser binding upon it to sell and to assign to the Onward Purchaser each of the Receivables designated in such Offer and the Related Security and (ii) a representation and warranty by the Purchaser that in relation to such Offer each of the statements set out in Clause 11 (Representations and Warranties) is true on and as of the date of the Offer, provided always that the Onward Purchaser may at any time require and the Purchaser shall thereupon provide all information necessary to satisfy the Onward Purchaser that such representations and warranties are materially true in respect of each Receivable specified in the related Offer.

2.5 The Onward Purchaser shall, at the Purchaser’s request, notify the Purchaser on each Offer Date and/or Purchase Date (a) for the purposes of calculating the Discount Protection Amount of (i) the Aggregate Receivables Investment, (ii) the interest rate, (iii) the amount for fees, costs and expenses referred to in item (iv) of the definition of Discount Protection Amount and (v) the then applicable percentage referred to in item (vi) of the definition of Discount Protection Amount, and (b) of the amount of any credit balance in the Discount Reserve Ledger.

3. ACCEPTANCE, PURCHASE AND ASSIGNMENT

3.1 Upon delivery of an Offer in accordance with Clause 2.1, the Onward Purchaser shall accept such Offer in respect of all Receivables the subject of such Offer if:

(a) no Termination Event shall have occurred and be continuing as at the proposed Purchase Date;

(b) the Conditions Precedent have been fulfilled to the satisfaction of the Onward Purchaser or waived by it;

(c) the Offer meets the requirements of Clause 2.2;

(d) the representations and warranties set out in Clause 11 are true and accurate in each and every respect;

(e) the Purchase Price Advance has been correctly calculated;

(f) on the proposed Purchase Date, assuming the Offer is accepted, the Aggregate Receivables Investment would be equal to or higher than the sum of (i) the aggregate of the Matured Value of the Loans outstanding from the Issuer to Onwards Purchaser, (ii) all outstanding Advances and (iii) the Discount Protection Amount on such Purchase Date; for the purposes of calculating whether the Aggregate Receivables Investment denominated in euro or Sterling exceeds the Matured Value of the Loans, as the case may be, the outstanding Nominal Amount of each Receivable shall be converted into US dollars using the Rate of Exchange;

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(g) on the proposed Purchase Date, assuming the Offer is accepted, the sum of (i) the aggregate of the Matured Value of the Loans outstanding from the Issuer to Onwards Purchaser and (ii) all outstanding Advances (where applicable, such amounts to be converted to euro at the Rate of Exchange) will not exceed the Programme Limit;

(h) on the proposed Purchase Date, assuming the Offer is accepted, the aggregate Concentrated Debtor Excess Amount for all Concentrated Debtors does not exceed the Available Insurance Limit;

(i) the Liquidity Facility Termination Date referred to in the Liquidity Facility Agreement (as in force from time to time) shall not have arrived subject to an extension of such Liquidity Termination Date;

(j) no amount shall have been drawn under the Liquidity Facility Agreement which, in whole or in part, shall have been rolled over pursuant to the terms of the Liquidity Facility Agreement for such period as defined therein, which together form a consecutive period of 90 days or more from the date of drawdown; and

(k) no more than two drawings or advances have been made under the Liquidity Facility Agreement,

by returning the Offer duly countersigned for acceptance by the Onward Purchaser to the Purchaser as soon as practical after receipt of such Offer. Simultaneously (or any other time as may be specified from time to time by the Onward Purchaser in view of the then prevailing systems and practices for the settlement of payments) the Onward Purchaser shall credit the account specified in the Offer in immediately available funds on the relevant Purchase Date, with a sum equal to the Purchase Price Advance. Upon acceptance of an Offer in accordance with this Clause such Receivables and Related Security shall be sold and assigned to the Onward Purchaser and title thereto shall pass from the Purchaser to the Onward Purchaser, provided that, regardless of any contrary Clause in this Agreement, German Receivables and Related Security governed by German law shall not be assigned or transferred hereunder but under the German Assignment Agreement. For the avoidance of doubt, all Receivables (other than German Receivables) subject of an Offer which has been accepted shall be transferred to the Onward Purchaser regardless of such Receivables being eligible for purchase. Upon receipt of the Purchase Price Advance, the Purchaser shall provide a receipt to the Onward Purchaser substantially in the form set out in Part 2 of the Third Schedule.

Provided always that, if any of the conditions referred to above (save for those conditions which refer to the valid title of the Purchaser and the transferability of the

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relevant Receivable) are not met to any extent, then (whether or not the Onward Purchaser is aware of the breach of such conditions) this shall affect neither the validity of the Onward Purchaser’s title to the relevant Receivables nor any remedy the Onward Purchaser may have for such breach whether under this Agreement or at law.

3.2 The Purchaser shall indemnify the Onward Purchaser against any loss or expense incurred by the Onward Purchaser as a result of any purported revocation of an Offer or any failure by the Purchaser to complete the sale, purchase and assignment of the Receivables specified in an Offer other than any loss or expense resulting from negligence or fraud on the part of the Onward Purchaser in connection therewith, and in no event shall the Purchaser be liable for any special, punitive or consequential damages asserted by the Onward Purchaser.

3.3 If any Receivable or the Related Security is not transferred for any reason following acceptance of an Offer in accordance with the terms of the Agreement, other than the Onward Purchaser’s own negligence or default, the Purchaser shall be obliged to take all actions necessary for the transfer of such Receivable or Related Security to the Onward Purchaser without undue delay and at its own expense. The Purchaser shall indemnify the Onward Purchaser against any loss or expense reasonably incurred by the Onward Purchaser as a result of the failure to transfer the same, other than any loss or expense resulting from the negligence or default on the part of the Onward Purchaser in effecting such transfer.

3.4 If, at any time on or before the close of business on any business day, the Aggregate Receivables Investment hereunder is less than the aggregate of the Matured Value of the Loans outstanding from the Issuer to the Onward Purchaser and all outstanding Advances and the Discount Protection Amount (where applicable converted to US dollars at the Rate of Exchange), the Purchaser shall sell to the Onward Purchaser an additional amount of Eligible Receivables at such Purchase Price as is necessary to reduce such deficiency to zero.

3.5 Without limiting the obligation of the Purchaser under Clause 3.4, if the Purchaser is in breach of its obligations under Clause 3.4 the only remedy available to the Onward Purchaser shall be to declare the occurrence of a Termination Event and the Onward Purchaser shall have no right to any monetary compensation or to seek to compel the Purchaser to effect any such additional sales.

3.6 If for any reason (including by reason of the provisions of any foreign law) title to the Purchased Receivables is not vested with the Onward Purchaser, the parties agree that they will continue to make all payments due under or foreseen by this Agreement in such a manner as if title to the Purchased Receivables was vested with the Onward Purchaser.

3.7 For the avoidance of doubt, the parties confirm their intention that this Agreement shall constitute a true sale of the Purchased Receivables, and not a security

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arrangement for any obligations of the Purchaser. The Onward Purchaser shall have full title and interest in and to the Purchased Receivables, shall be free to further dispose of such Purchased Receivables, and subject to the payment to the Purchaser of the purchase price thereof in accordance with Clause 4 shall be fully entitled to receive and retain for its own account any Collections in respect of such Purchased Receivables. Should any court, however, rule that this Agreement constitutes a security arrangement rather than a true sale, then this Agreement shall be interpreted so as to mean that the Purchaser has pledged the Purchased Receivables to the Onward Purchaser as security for all obligations of the Purchaser under this Agreement and of the Servicers under the Servicing Agreements, and all provisions hereof and thereof shall be construed mutatis mutandis.

4. CALCULATION OF PURCHASE PRICE AND PROVISIONS RELATING TO DEFERRED PURCHASE PRICE

4.1 The Purchase Price of any Receivables falling to be sold and assigned to the Onward Purchaser on a Purchase Date shall comprise of (i) the Purchase Price Advance relating thereto paid in accordance with Clause 3.1 hereof and save as otherwise provided herein, calculated by the Purchaser (with calculations in reasonable detail) as of the date of the related Offer in the manner set out in this Agreement and (ii) the Deferred Purchase Price as provided in Clause 4.2, calculated and payable in the manner described in Clauses 4.3 and 4.4.

4.2 Upon acceptance of any Offer pursuant to Clauses 3.1 and 3.2, the Deferred Purchase Price relating to the Receivables which were subject to such Offer shall constitute a deferred purchase price credit granted to the Onward Purchaser by the Purchaser and shall, subject to the adjustments specified herein, be payable to the Purchaser in accordance with the terms hereof.

4.3 On any Collection Payment Date prior to the Termination Date, the Onward Purchaser shall calculate the amount standing to the credit of the Discount Reserve Ledger and the Discount Protection Amount (including for the purposes of this calculation the effect of any sale of Receivables occurring on such date and if there is no such sale, calculating a notional Discount Protection Amount based on the existing Purchased Receivables). If the amount standing to the credit of the Discount Reserve Ledger exceeds the Discount Protection Amount then, if the Termination Date has not then occurred, the Onward Purchaser shall pay to the Purchaser by way of an instalment of the Deferred Purchase Price an amount equal to such excess on such Collection Payment Date (but only if and to the extent that there are funds credited to the Operating Account which the Accounts Administrator is entitled to apply in the order of priorities in Clause 8.4 of the Accounts Administration Agreement).

4.4 Once the outstanding amount of all Notes and Advances shall have been reduced to zero the Onward Purchaser shall pay to the Purchaser by way of further instalments of the Deferred Purchase Price, upon each following Collection Payment Date, an amount equal to the Collection made during the preceding Collection Period in respect

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of the Purchased Receivables less any amount which falls to be paid on such date out of the Collections in accordance with Clause 8.4 of the Accounts Administration Agreement. For the avoidance of doubt, the Purchased Receivables remain at all times the property of, and vested in, the Onward Purchaser.

4.5 No interest or other charges shall accrue or be payable by the Onward Purchaser in respect of any outstanding amount of any Deferred Purchase Price.

4.6 For the avoidance of doubt, upon the occurrence of the Termination Date no further sales of Receivables may take place, but the rights and obligations of the parties hereunder shall not otherwise be affected.

5. NOTICE TO DEBTORS

5.1 The Onward Purchaser acknowledges and agrees that unless and until (i) a Termination Event has occurred, or (ii) the Onward Purchaser reasonably considers it necessary to protect its interest in the payments due in respect of the Purchased Receivables and serves notice on the Purchaser to such effect (setting out its reasons therefor), it shall not give a notice to any Debtor of the assignment to the Onward Purchaser of the Purchased Receivables; and the Purchaser acknowledges that upon the occurrence of (i) or (ii) it may be required by the Onward Purchaser (without prejudice to the right of the Onward Purchaser in respect of the same) to give notice at its own costs to any Debtor of such assignment in which case the Purchaser shall promptly notify the relevant Debtors of the Onward Purchaser’s interest in the Purchased Receivables. Any such notice shall specify the bank account into which all future payments in respect of Purchased Receivables shall be made.

5.2 If for any reason the Purchaser gives notice to a Debtor of the transfer made under any Receivables Sale Agreement, but no notice is given to such Debtor of the transfer under this Agreement then the Purchaser undertakes to transfer to the Operating Account any Collections received by it in relation to the Receivables due by such Debtor forthwith upon receipt of such Collections.

6. FURTHER ASSURANCE

The Purchaser agrees that from time to time, at its own expense, it will promptly execute and deliver all instruments and documents and take all action that the Onward Purchaser may reasonably request in order to perfect or protect the assignment of the Purchased Receivables or to enable the Onward Purchaser to exercise or enforce any of its rights under this Agreement.

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PART 3

Indemnity and Payments

7. INDEMNITY

7.1 Without limiting any other rights which the Onward Purchaser may have hereunder or under any applicable law, but without duplication the Purchaser hereby agrees, to the extent the corresponding amount is received by the Purchaser under the Receivables Sale Agreements, to immediately indemnify the Onward Purchaser and its respective officers, directors and agents or any assignee, from and against any and all damages, losses, claims, liabilities, reasonably incurred costs and expenses (excluding, for the avoidance of doubt, any tax on income or profits), including, without limitation, reasonably incurred attorneys’ fees (if any), and disbursements including any irrecoverable value added tax thereon (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them relating to or resulting from:

7.1.1 reliance on any representation or warranty made by the Purchaser (or any officers of the Purchaser), under or in connection with this Agreement, any Monthly Report or any other information or report delivered by the Purchaser which shall have been materially false, incorrect or omitting of any material fact at the time made or deemed made;

7.1.2 the failure by the Purchaser (or any officer of the Purchaser) to comply with any applicable law, rule or regulation with respect to any Purchased Receivable, Related Security or the related Contract of Sale, or the non-conformity of any Purchased Receivable, Related Security or the related Contract of Sale with any such applicable law, rule or regulation;

7.1.3 any dispute, claim, offset or defence of the Debtor (other than the effects of the bankruptcy of the Debtor) to the payment of a Purchased Receivable, including, without limitation, a defence based on such Receivable or the related Contract of Sale or the Related Security not being a legal, valid and binding obligation of such Debtor enforceable against it in accordance with its terms, or any claim resulting from the Receivables being governed by the general business terms of the Debtor, or any other claim resulting from the sale of goods related to such Receivable or the failure to perform any obligations related to such goods or the failure to perform any obligations related to any applicable laws, rules or regulations in respect thereof; .

7.1.4 any material product liability claims or material personal injury or property damage suit or other similar or related claims or action of whatever sort arising out of or in connection with the goods which are the subject of any Purchased Receivable;

7.1.5 any disclosure of false, misleading or incomplete information regarding the Debtors by the Purchaser to the Onward Purchaser or the supply of any Contracts of Sale, Records and all other related documents to the Onward Purchaser;

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7.1.6 any claim arising from collection activities conducted by the Purchaser (if any) including, without limitation, any failure by the Purchaser, whether as Purchaser or in its capacity as Servicer, to transfer any Collection to the Operating Account; and

7.1.7 any related indemnities given by the Onward Purchaser in each of the Facilities, to the extent that the same relate to the Purchased Receivables or the transactions contemplated in this Agreement,

excluding, however, (i) Indemnified Amounts to the extent resulting from the negligence or wilful misconduct, fraud, illegal act, breach of contract or fiduciary duty on the part of the Onward Purchaser or its agents, (ii) Indemnified Amounts arising out of the failure of any Debtor to pay amounts lawfully owed in respect of a Purchased Receivable, or (iii) Indemnified Amounts resulting from the recharacterisation of the purchase of the Purchased Receivables as another type of transaction or the absence of a true sale of the Purchased Receivables.

7.2 Promptly after receipt by the Onward Purchaser of notice of any claim or the commencement of any action or proceedings with respect to which an Indemnified Amount may become payable, the Onward Purchaser will notify the Purchaser in writing of such a claim or of the commencement of such action and the Purchaser shall be entitled and obliged at its own expense to assume the defence of such action or proceeding in the name of the Onward Purchaser and the Purchaser shall be entitled and obliged (at its own expense) to take, in the name of the Onward Purchaser, such action as the Purchaser shall see fit to defend or avoid liability for any such Indemnified Amount or to recover the same from any third parry.

7.3 The Onward Purchaser hereby agrees to notify the Purchaser if it becomes aware of any circumstances which could reasonably be expected to lead to a claim on the part of the Onward Purchaser under Clause 7.1.

7.4 If at any time the Purchaser is obliged under the provisions of this Agreement to indemnify or reimburse the Onward Purchaser in respect of any sum under the Liquidity Facility Agreement or Standby Letter of Credit Agreement, or the Euro Programme Enhancement Facility Agreement, the Purchaser agrees that losses or expenses incurred by any Bank, the Euro Programme Enhancement Facility Provider or the Agent referred to in the Liquidity Facility Agreement or the L/C Bank, as applicable, shall be deemed to be the losses or expenses of the Onward Purchaser for this purpose.

8. PAYMENTS

8.1 On each date upon which this Agreement requires an amount to be paid by either party hereunder, such party shall save as expressly provided herein make the same available to the payee by payment in the relevant currency and in immediately available, freely transferable, cleared funds to either (i) such account and bank as the relevant payee shall have specified for this purpose (where such payee is the Purchaser) or (ii) the Operating Account (where such payee is the Onward Purchaser).

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8.2 All payments made by the Purchaser hereunder shall be made free and clear of and without any deduction for or on account of any set-off or counterclaim.

9. NETTING-OFF OF PAYMENTS

The Onward Purchaser may, but need not, apply any sum at any time due from it hereunder to the Purchaser or to any Servicer in or towards satisfaction of any amount then due from the Purchaser or any Servicer and, for this purpose, the Onward Purchaser may apply the sum so due from it in or towards the purchase of such amounts of such other currencies as may be required to effect such application.

10. APPOINTMENT OF THE SERVICERS

The servicing, administering and collection of the Purchased Receivables shall be conducted by the Servicers, pursuant to the Servicing Agreements.

The validity or the invalidity of the Servicing Agreements shall have no effect on this Agreement which is entered into independently.

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PART 4

Representations, Warranties and Covenants

11. REPRESENTATIONS AND WARRANTIES

11.1 The Purchaser represents and warrants to the Onward Purchaser that:

(a) Corporate Existence and Power

The Purchaser is a corporation duly organised, validly existing and in good standing under the laws of Belgium and has all corporate power and all governmental licences, authorisations, consents and approvals required to carry on its business in Belgium.

(b) Corporate and Governmental Authorisation; Contravention

The execution, delivery and performance by the Purchaser of this Agreement and the transactions contemplated hereby are within its corporate powers, have been duly authorised by all necessary corporate action, require no action by or in respect of, or filing recording or enrolling with, any governmental body, agency court official or other authority, and do not contravene, or constitute a default under, any provision of applicable law or regulation or by-laws of the Purchaser or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Purchaser or result in the creation or imposition of any Adverse Claim on the assets of the Purchaser (other than in favour of the Onward Purchaser pursuant to this Agreement).

(c) No Proceedings

The Purchaser has not taken any corporate action nor have any steps been taken or legal proceedings been started or threatened against it for its winding-up, bankruptcy, gerechtelijk akkoord / concordat, liquidation, dissolution, reorganisation or annulment as a legal entity or for the appointment of an gerechtelijke bewindvoerder / administrateur judiciaire, commissaire spécial / bijzondere bewindvoerder, sekwester / séquestre, receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of the relevant company or of any or all of its assets or revenues.

(d) Binding Effect

This Agreement constitutes the legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms, subject to bankruptcy, insolvency, reorganisation, moratorium or similar law or proceedings.

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(e) Eligibility

To the best of the Purchaser’s knowledge and belief, each Receivable the subject of the related Offer satisfied the Eligibility Criteria, unless any Eligibility Criteria is previously waived by the Onward Purchaser.

(f) Floating Charge

There is no floating charge (pand op handelszaak / gage sur fonds de commerce) or similar encumbrance under the law of any jurisdiction over the businesses of the Purchaser, nor any undertaking or mandate with a view to the creation of any such floating charge or similar encumbrance.

11.2 The representations and warranties referred to in Clause 11.1 shall be given by the Purchaser to the Onward Purchaser (i) on the date hereof, (ii) on each date on which an Offer is made pursuant to Clause 2.1, (iii) on each Purchase Date and (iv) except for Clause 11.1(e) on each date on which any Purchased Receivable is outstanding.

12. COVENANTS

12.1 At all times from the date hereof to the later of the Termination Date and the date on which the Aggregate Receivables Investment is zero and no sums are due and payable by the Purchaser to the Onward Purchaser hereunder:

(a) Financial Reporting

The Purchaser will maintain a system of accounting established and administered in accordance with generally accepted Belgian accounting laws and principles, and furnish or notify to the Onward Purchaser as the case may be:

(b) Annual Reporting

within six calendar months after the close of each of its fiscal years, an audit report certified by independent certified public accountants, acceptable to the Onward Purchaser, prepared in accordance with Belgian accounting law and generally accepted accounting principles for itself, including balance sheets as of the end of such period, related profit and loss statements;

(i) Notice of Termination Event

and to the L/C Bank, Accounts Administrator and the Agent, by facsimile to be confirmed by letter as soon as possible and in any event within five days after the occurrence of each Termination Event, a statement of the Purchaser setting forth details of such Termination Event and the actions that the Purchaser proposes to take with respect thereto;

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(ii) Other Information

any information which the Purchaser received from any Seller, and such other information (including non-financial information) as the Onward Purchaser may from time to time reasonably request.

(c) Conduct of Business

The Purchaser shall do all things necessary to remain duly organised, validly existing and in good standing under the law of Belgium and maintain all requisite authority to conduct its business in Belgium.

12.2 During the term of this Agreement, unless the Onward Purchaser shall otherwise consent in writing:

(a) Sales, Liens, etc.

Except as otherwise provided herein, the Purchaser shall not sell, assign or otherwise dispose of, or create or suffer to exist any Adverse Claim upon or with respect to any goods the subject of any Purchased Receivable or any Purchased Receivable or related Contract of Sale or Related Security, or assign any right to receive income in respect thereof or attempt, purport or agree to do any of the foregoing.

(b) Receivables Sale Agreements

The Purchaser shall not amend, modify or waive or permit the amendment, modification or waive of any term or condition of any of the Receivables Sale Agreements.

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PART 5

Miscellaneous

13. TAXES AND INCREASED COSTS

13.1 The Purchaser shall pay all stamp duty, registration and other similar taxes (but for the avoidance of doubt excluding the Onward Purchaser’s income taxes, if applicable) to which this Agreement, the Accounts Administration Agreement, the Funding Agreement or each of the Facilities or any judgement given in connection herewith or therewith may at any time become subject subsequent to the date of this Agreement and, from time to time on demand of the Onward Purchaser, immediately indemnify the Onward Purchaser against any liabilities, costs, claims and expenses resulting from any failure to pay or any delay in paying any such tax, except those penalties and interest charges that are due to the negligence of the Onward Purchaser or its agents provided that, in the case of any payment relating to the Standby Letter of Credit Agreement, the Purchaser shall only be required to pay (a) amounts payable solely in respect of, or as a result of the transaction contemplated by this Agreement and the funding thereof and (b) such proportion of any general cost equal to the proportion which the L/C Portion relating to the transaction contemplated in this Agreement bears to the then Available L/C Portion (both terms as defined in the Standby Letter of Credit Agreement). In the case of any payment relating to the Euro Programme Enhancement Facility Agreement, the Purchaser shall only be required to pay (i) amounts payable solely in respect of, or as a result of, the transactions contemplated by this Agreement and the funding thereof and (ii) such proportion of any general cost equal to the proportion which the Euro Programme Enhancement Facility Portion relating to the transactions contemplated in this Agreement bears to the then Available Programme Enhancement Facility Portion. The Onward Purchaser shall, as soon as it becomes aware that any such stamp duty, registration or other similar taxes may become due, inform the Purchaser of the same. The Onward Purchaser and the Purchaser shall cooperate to the extent practicable, and the Onward Purchaser shall endeavour to take such measures as shall be practicable, with a view to lawfully avoiding any such stamp duty, registration or other similar taxes and expenses. The Purchaser shall be entitled, but not obliged, to take (at its own expense, and if required, in the name of the Onward Purchaser) such action as the Purchaser shall see fit to defend or lawfully avoid liability for any such stamp duty, registration or other similar taxes and expenses. The Onward Purchaser shall cooperate fully with the Purchaser to bring to fruition the rights granted by the Purchaser in the previous sentence, including without limitation, providing all authorizations and powers of attorney required for the Purchaser to carry out the actions described therein.

13.2 All payments to be made by the Purchaser to the Onward Purchaser hereunder shall be made free and clear of and without deduction for or on account of tax unless the Purchaser is required to make such a payment subject to the deduction or withholding of tax, in which case the sum payable by the Purchaser in respect of which such

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deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Onward Purchaser receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made. If the Onward Purchaser shall be entitled to an exemption from a reduction of an applicable withholding tax, the Onward Purchaser will provide to the Purchaser such documentation as is required under the laws of the relevant taxing jurisdiction to avail of said withholding tax exemption or reduction.

13.3 If the Purchaser makes any deduction or withholding and an increased payment becomes payable under Clause 13.2 or if the Purchaser makes any payment pursuant to Clause 13.1, then, if the Onward Purchaser has been granted by any relevant tax authority a credit or refund in respect of such payment, the Onward Purchaser shall (to the extent that it can do so without prejudice to the retention of the amount of that credit or refund or any other credit or refund and to the extent that it is not unlawful or contrary to any official directive of the government (or any taxing or other authority or agency thereof) of the country concerned with such credit or refund for it to do so and to the extent that an actual pecuniary benefit is acquired by the Onward Purchaser from such credit or refund) pay to the Purchaser such credit or refund, inclusive of interest thereon received from the relevant taxing authority, or with respect to any payments under Clause 13.2, such sum as the Onward Purchaser shall in its absolute discretion determine and notify to the Purchaser to be equal to the proportion of that credit or refund which will leave the Onward Purchaser (after such payment) in no better or worse position than it would have been in had no such deduction or withholding been required. The Onward Purchaser shall have an absolute discretion as to the order and manner in which it claims any credits or refunds available to it and the manner in which it arranges its tax affairs and it shall not be obliged to disclose to the Purchaser any information regarding its tax affairs or computations nor to take any action to procure any such credit or refund. Any payment made under this Clause 13.3 shall be conclusive evidence of the amount due to the Purchaser and shall, in the absence of any manifest or material error, be accepted by the Purchaser in full and final settlement of its rights of reimbursement hereunder in respect of the relevant payment, deduction or withholding.

13.4 The Purchaser shall from time to time on demand of the Onward Purchaser (i) reimburse the Onward Purchaser for all sums payable by the Onward Purchaser under Clauses 13.1, 13.2 and 13.5 of the Standby Letter of Credit Agreement to any person in respect of any increase for deduction or withholding for or on account of tax imposed subsequent to the date of this Agreement and any amount payable by the Onward Purchaser to any person or the L/C Bank by way of indemnity against a payment on account of tax imposed subsequent to the date of this Agreement on or in relation to any sum received or receivable under the Standby Letter of Credit Agreement by such person or the L/C Bank, or any liability in respect of any increased costs of the L/C Bank and in each case, only on any amount paid which is

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referable to the funding by the Onward Purchaser of Purchased Receivables (ii) reimburse the Onwards Purchaser for all sums payable by the under Clauses 13.1, 13.2 and 13.5 of the Euro Programme Enhancement Facility Agreement to any person in respect of any increase for deduction or withholding for or on account of tax imposed subsequent to the date of this Agreement and any amount payable by the Onwards Purchaser to any person or to the Euro Programme Enhancement Facility Provider by way of indemnity against a payment on account of tax imposed subsequent to the date of this Agreement on or in relation to any sum received or receivable under the Euro Programme Enhancement Facility Agreement by such person or by the Euro Programme Enhancement Facility Provider, or any liability in respect of any increased costs of the Euro Programme Enhancement Facility Provider and in each case, only on any amount paid which is referable to the funding by Onward Purchaser of Purchased Receivables, (iii) reimburse the Onward Purchaser for all sums payable by the Onward Purchaser under Clauses 16.4, 19.4 and 19.5 of the Liquidity Facility Agreement to any person in respect of any increase for deduction or withholding for or on account of tax imposed subsequent to the date of this Agreement or in relation to any sum received or receivable under the Liquidity Facility Agreement by such person or the Agent, the Banks or any liability in respect of any increased costs, and (iv) reimburse the Onward Purchaser for all sums payable by the Onward Purchaser under the Global Fee and Settlement Letter. The Onward Purchaser shall, as soon as it becomes aware that any amounts referred to in the previous sentence may become due, inform the Purchaser of the same. The Onward Purchaser and the Purchaser shall co-operate to the extent practicable with a view to lawfully mitigating liability for such amounts.

13.5 If the Purchaser is required to pay a withholding tax and the Onward Purchaser determines that (i) a tax credit is attributable to that withholding tax payment, and (ii) it has obtained and utilised that tax credit the Onward Purchaser shall pay an amount to the Purchaser which the Onward Purchaser determines will leave it (after that payment) in the same after-tax position as it would have been in had said withholding tax not been payable.

13.6 Any demand made by the Onward Purchaser under Clause 13.1, 13.2 or 13.4 above shall be accompanied by a statement, duly certified by an officer of the Onward Purchaser, giving reasonable particulars of the claim for reimbursement which shall be relied upon and agreed as authoritative by the Purchaser.

13.7 The Onward Purchaser hereby agrees promptly to notify the Purchaser if it becomes aware of any circumstances which could reasonably be expected to lead to a claim on the part of the Onward Purchaser under this Clause 13.

14. DEFAULT INTEREST

14.1 If any sum due and payable by the Purchaser or the Onward Purchaser hereunder is not paid on the due date therefor in accordance with the provisions of Clause 8 or if any sum due and payable by the Purchaser or the Onward Purchaser under any

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judgement of any court in connection herewith is not paid on the date of such judgement, the period beginning on such due date or, as the case may be, the date of such judgement and ending on the date upon which the obligation of such Purchaser to pay such sum (the balance thereof for the time being unpaid being herein referred to as an “unpaid sum”) is discharged shall be divided into successive periods, each of which (other than the first) shall start on the last day of the preceding period and the duration of each of which shall be selected by the Onward Purchaser.

14.2 During each such period relating thereto as is mentioned in Clause 14.1 an unpaid sum shall, to the extent permitted by law and provided that the Purchaser or the Onward Purchaser shall be in default, bear interest at the rate per annum which is the sum of one month LIBOR for the relevant period for which such rate is to be determined plus 2 per cent.

14.3 Any interest which shall have accrued under Clause 14.2 in respect of an unpaid sum shall be due and payable and shall be paid by the Purchaser at the end of the period by reference to which it is calculated or on such other dates as the Onward Purchaser may specify by written notice to the Purchaser.

14.4 The Onward Purchaser hereby agrees to notify the Purchaser if it becomes aware of any circumstances which could reasonably be expected to lead to a claim on the part of the Onward Purchaser under this Clause 14.

15. FEES, COSTS AND EXPENSES

Save as otherwise provided in this Agreement or in the Global Fee and Settlement Letter, the Purchaser shall not pay any fees to the Onward Purchaser.

16. DEEMED COLLECTIONS

16.1 If on any day the Purchaser is in receipt of a Deemed Collection under any Receivables Sale Agreement the Purchaser shall hold such amounts for and to the order and benefit of the Onward Purchaser and shall pay such amount on the next Collection Payment Date to the Onward Purchaser.

16.2 Upon the receipt of the Deemed Collection referred to Clause 16, the Onward Purchaser shall re-assign to the Purchaser (without recourse or warranty on the part of the Onward Purchaser and at the sole cost of the Purchaser) the relevant Receivable and the Related Security.

17. BENEFIT OF AGREEMENT

17.1 This Agreement shall be binding upon and ensure to the benefit of each party hereto and its successors and persons deriving title hereunder.

17.2 The Purchaser shall not be entitled to assign or transfer all or any of its rights, benefits and obligations hereunder.

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18. DISCLOSURE OF INFORMATION

None of the parties hereto shall, during the continuance of this Agreement or after its termination, disclose to any person, firm or company whatsoever (except with the authority of the other party hereto) any information which that party has acquired under or in connection with this Agreement other than:

(i) to employees, officers or agents of any of ABN AMRO, the Banks under the Facilities, the Issuer, Standard & Poor’s, Moody’s and the Dealers under the Dealer Agreements (but not, for the avoidance of doubt, holders of commercial paper issued thereunder);

(ii) in connection with any proceedings arising out of or in connection with this Agreement, any Funding Agreement, each of the Facilities or the preservation or maintenance of its rights thereunder;

(iii) if required to do so by an order of a court of competent jurisdiction whether in pursuance of any procedure for discovering documents or otherwise;

(iv) pursuant to any law or regulation or requirement of any governmental agency in accordance with which that party is required or accustomed to act;

(v) to any governmental, banking or taxation authority or competent jurisdiction;

(vi) to its auditors or legal or other professional advisers;

Provided that the above restriction shall not apply to:

(a) employees or officers or agents of any of the parties referred to in (i) above, any part of whose functions are or may be in any way related to this Agreement;

(b) information already known to a recipient otherwise than in breach of this Clause;

(c) information also received from another source on terms not requiring it to be kept confidential; and

(d) information which is or becomes publicly available otherwise than in breach of this Clause.

19. REMEDIES AND WAIVERS

19.1 No failure to exercise, nor any delay in exercising, on the part of any party hereto, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise thereof or the exercise of any other right or remedy.

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19.2 The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

20. PARTIAL INVALIDITY

Without prejudice to any other provision hereof, if one or more provisions hereof is or becomes invalid, illegal or unenforceable in any respect in any jurisdiction or with respect to any party such invalidity, illegality or unenforceability in such jurisdiction or with respect to such party or parties shall not, to the fullest extent permitted by applicable law, render invalid, illegal or unenforceable such provision or provisions in any other jurisdiction or with respect to any other party or parties hereto. Such invalid, illegal or unenforceable provision shall be replaced by the parties with a provision which comes as close as reasonably possible to the commercial intentions of the invalid, illegal or unenforceable provision.

21. NO LIABILITY AND NO PETITION

21.1 No recourse under any obligation, covenant, or agreement of the Purchaser or the Onward Purchaser contained in this Agreement shall be against any shareholder, officer or director of either the Purchaser, the Onward Purchaser or the Issuer as such, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is a corporate obligation of the Purchaser and the Onward Purchaser and no liability shall attach to or be incurred by the shareholders, officers, agents or directors of either the Purchaser, the Onward Purchaser or the Issuer as such, or any of them, under or by reason of any of the obligations, covenants or agreements of such Purchaser or Onward Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by the Purchaser or the Onward Purchaser of any of such obligations, covenants or agreements, either at law or by statute or constitution, of every such shareholder, officer, agent or director is hereby expressly waived by the other party as a condition of and consideration for the execution of this Agreement.

21.2 The Purchaser hereby undertakes to the Onward Purchaser that, until one year and one day has elapsed after the payment of all sums outstanding and owing under the latest maturing note under the CP Programme, it will not petition or commence proceedings for the administration or winding up (nor join any person in a petition or proceedings for the administration or winding up) of the Onward Purchaser nor will it enforce any judgment against the Onward Purchaser if to do so would cause the financial situation of the Onward Purchaser to become such as to make it liable to insolvency proceedings. The Purchaser acknowledges that its recourse against the Onward Purchaser in respect of any matter provided in this Agreement shall be limited at any time to the extent of the aggregate of (a) the unpaid amount of any Purchase Price Advance payable hereunder, and (b) the Deferred Purchase Price due, owing or payable to it at that time (but only if and to the extent that there are funds credited to the Operating Account which the Accounts Administrator is entitled to apply in accordance with in the Accounts Administration Agreement).

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21.3 The Purchaser may, subject to Clause 21.2, demand performance by the Onward Purchaser of its obligations hereunder and enforce these obligations, but waives the right to demand rescission of any Purchase. The Purchaser waives any unpaid Purchaser’s lien that it may have under article 20, 5° of the Mortgage Law or otherwise.

22. NOTICES AND AMENDMENTS

22.1 Each communication to be made hereunder shall, (except expressly permitted otherwise) be made in writing but, unless otherwise stated, may be made by facsimile, email or letter.

22.2 Any communication or document to be made or delivered by any one person to another pursuant to this Agreement shall (unless that other person has by fifteen days’ written notice to the other specified another address) be made or delivered to that other person at the address identified with its signature below and shall be deemed to have been made or delivered (in the case of any communication made by facsimile) when despatched or (in the case of any communication made by letter) when left at that address. Any communication sent by facsimile shall be promptly confirmed by letter but the non-delivery or non-receipt of any such letter shall not affect the validity of the original facsimile communication.

22.3 Each communication and document made or delivered hereunder shall be in English.

22.4 Any notice given to the Onward Purchaser hereunder shall be copied to such other person as the Onward Purchaser may instruct from time to time.

22.5 The Onward Purchaser may act in accordance with any communication which may from time to time be, or purport to be, given on behalf of any one or more of those persons whom the Onward Purchaser can reasonably believe on a summary examination of the relevant documents to be the authorised officers of the Purchaser, without further enquiry by the Onward Purchaser (as the case may be) as to the authority or identity of the person making or purporting to make such communication and regardless of the circumstances prevailing at the time of such communication. The Onward Purchaser may treat any such communication as fully authorised by and binding upon the Purchaser and may (but need not) take such steps in connection with or in reliance upon such communication as the Onward Purchaser may in good faith consider appropriate.

22.6 This Agreement may be executed in one or more counterparts.

22.7 No variation of this Agreement (including this Clause 22.7) shall be effective unless it is in writing and signed by (or by some person duly authorised by) each of the parties and unless each of the Rating Agencies has confirmed in writing that the rating of the indebtedness for borrowed money issued or sold by the Issuer will not be downgraded, withdrawn or suspended as a result of such variation.

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PART 6

Law and Jurisdiction

23. LAW

This Agreement shall be governed by and construed in accordance with the laws of Belgium, provided that Clauses 2 and 3 of this Agreement, and the in rem transfer of any Purchased Receivable hereunder, shall be governed by and be construed in accordance with the relevant law governing such Purchased Receivable.

24. JURISDICTION

Any dispute in connection with this Agreement shall be subject to the jurisdiction of the courts of Brussels.

Signed in two originals the day and year first before written.

The Onward Purchaser
TULIP ASSET PURCHASE COMPANY B.V.
By:
Address for notice:
Address:	Gustav Mahlerlaan 10, 1082 PP Amsterdam, The Netherlands
Telefax:	+31 20 628 4666
Attention:	Nicole Grootveld-Sandig

The Purchaser
WABCO FUNDING SPRL
By:	Paul Chardome, Manager (Gérant)

Address for notice:
Address:	Rue De Genval 20, 1301 Bierges, Belgium
Telefax:	+32 16 200 820
Attention:	Paul Chardome

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THE FIRST SCHEDULE

Conditions Precedent

1. Copies of a resolution of each Seller’s board of directors, and any other necessary corporate documents, approving the Receivables Sale Agreements, the Servicing Agreements and the other documents to be delivered by it and the transactions contemplated hereunder.

2. Copies of a resolution of Wabco Holding Inc.’s board of directors, and any other necessary corporate documents, approving the Guarantee Agreement and the other documents to be delivered by it and the transactions contemplated hereunder.

3. Copies of a resolution of Wabco Financial Services BVBA’s board of managers, and any other necessary corporate documents, approving the Loan Agreement and the other documents to be delivered by it and the transactions contemplated hereunder.

4. Copies of a resolution of Wabco Funding SPRL’s board of managers, and any other necessary corporate documents, approving this Agreement, the Loan Agreement, the Receivables Sale Agreements and the other documents to be delivered by it and the transactions contemplated hereunder.

5. Certified copies of the statutes of each Seller, Wabco Funding SPRL, Wabco Financial Services BVBA and Wabco Holding Inc.’s.

6. A certificate of an authorised officer of each Seller, Wabco Funding SPRL, Wabco Financial Services BVBA and Wabco Holdings Inc. certifying:

(i) the names and signatures of the officers authorised on behalf of such person to execute the Securitisation Agreements to which it is expressed to be a party, and any other documents to be delivered by such person thereunder;

(ii) the authenticity of the constitutional documents relating to the Seller and the Servicer; and

(iii) the resolutions referred to in (1) to (4) above have not been amended, modified, revoked or rescinded.

7. Legal opinions from counsel to the Sellers in form and substance acceptable to TAPCO confirming (i) due incorporation of each Seller, Wabco Financial Services BVBA and Wabco Holdings Inc., (ii) the due authorisation and execution of each relevant Securitisation Agreement by these entities, and (iii) that the entering into the Securitisation Agreements by the relevant Sellers, Wabco Financial Services BVBA and Wabco Holdings Inc. does not conflict with the statutes of that company.

8. Legal opinions from counsel to the Onward Purchaser in form and substance acceptable to TAPCO confirming (i) due incorporation of the Purchaser (ii) the due authorisation and execution of each relevant Securitisation Agreement by the Purchaser, and (iii) that the entering into the Securitisation Agreements by the Purchaser does not conflict with the statutes of that company.

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.9. Legal opinions from counsel to the Onward Purchaser in form and substance acceptable to TAPCO.

10. Copy of the Securitisation Agreements as executed.

11. Copy of the Monthly Report for the calendar month immediately preceding the date of the Receivables Purchase Agreement.

12. Copy of any other statements or contracts TAPCO deems necessary with regard to receivables offered.

13. Evidence that the conditions precedent provided for under each Receivables Sale Agreement entered into on or about the date hereof have been satisfied.

14. A copy of the latest audited financial statements and a copy of the latest semi-annual unaudited consolidated financial statements of WABCO Holdings Inc.

15. A copy of the Insurance Policy.

16. A copy of a letter from the Credit Insurer in form and substance acceptable to the Onward Purchaser pursuant to which (inter alia) the Onward Purchaser is appointed joint insured under the Insurance Policy.

17. A copy of a letter from the Credit Insurer in form and substance acceptable to the Onward Purchaser pursuant to which the Onward Purchaser confirms that regardless of the retention of title requirements contained in the Insurance Policy, the existing retention of retention arrangements in the general terms and conditions of sale for the German Seller dated March 2007 are recognised by the Insurer as satisfactory to fall within the scope and under the cover of the Insurance Policy.

18. A copy of the general terms and conditions of sale for each Seller.

19. Confirmation from each of the Rating Agencies that upon execution of the Securitisation Agreements, the Euro CP Notes will maintain their then current rating.

20. Confirmation from ABN AMRO and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. of receipt by it of the structuring fee (in respect of the first Purchase Date).

21. Confirmation that the arrangements for the collection of the Purchased Receivables are satisfactory in the opinion of the Agent and TAPCO.

22. Delivery of a receivables audit report performed by a specialised due diligence provider.

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23. Delivery of a solvency certificate by each Seller, Wabco Financial Services BVBA and Wabco Holdings Inc.

24. Satisfaction of “Know Your Client” requirements of ABN AMRO and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A.

25. Evidence that the conditions precedent provided for under each Receivables Sale Agreement entered into on or about the date hereof have been satisfied.

26. Completion of a review of the Credit and Collection Policies of each Seller and Servicer by Atradius Credit Management.

27. Evidence that the statutes of Wabco Financial Services SPRL have been amended in order to allow this company to enter into the Loan Agreement and make advances to the Purchaser.

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THE SECOND SCHEDULE

Eligible Receivables and Eligible Debtors

“Eligible Receivables” means Receivables which at their proposed Purchase Date:

1. were originated pursuant to a Contract of Sale in the Seller’s ordinary course of business, in accordance with the approved Credit and Collection Policies of such Seller;

2. are owed by an Eligible Debtor, as defined hereunder in this Second Schedule;

3. constitute legally valid and enforceable obligations of the related Debtors enforceable against such Debtors in accordance with the terms of such Receivables subject to no right of rescission, set-off, withholding, suspension, counterclaim or other defence other than those provided for under mandatory rules of applicable law;

4. can be easily segregated and identified for ownership and Related Security purposes on any day;

5. arise from the sale of goods or the provision of services by a Seller and are such that the delivery of the goods or the provision of services giving rise to the Receivables have been completed and such goods or services have been accepted by the related Debtor;

6. are not Defaulted, or Disputed Receivables and there has been no breach of any obligation (other than minor breaches having no effect whatsoever on the Receivables, and other than breaches of a payment obligation) by any party to any Contract of Sale;

7. are obligations which can be transferred by way of sale and assignment, and of which the transfer by way of sale and assignment is not subject to any contractual or legal restriction;

8. are obligations in respect of which no bill of exchange, promissory note or other negotiable instrument has been issued;

9. have been acquired by the Purchaser pursuant to the Receivables Sale Agreements;

10. are evidenced by an invoice issued by the relevant Seller to the relevant Debtor in compliance with generally accepted practices, which will be sufficient to prove a claim therefor against the related Debtor in relevant courts, which complies with the relevant VAT and other taxation requirements, and which shows the amount and percentage of VAT applied if any;

11. do not carry interest and are not subject to withholding taxes;

12. have been created in compliance with all applicable laws and all required consents, approvals and authorisations have been obtained in respect thereof;

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13. if purchased, are such that the Nominal Amount of such Receivables, together with the Aggregate Outstanding Nominal Amount of any other outstanding Purchased Receivables from the same Debtor and affiliates of the same Debtor, are not in excess of the Debtor Limit (but any such Receivables shall be ineligible only to the extent of such excess); if several Receivables owing from the same Debtor and, as the case may be, its affiliates are included in any Offer and, pursuant to this paragraph, part of them only may constitute Eligible Receivables, then eligibility shall be granted in priority to:

(a) the Receivables with an earlier invoice date;

(b) in the case of Receivables with the same invoice date, those with a later due date;

(c) in the case of Receivables with the same invoice date and due date, those with the higher invoice amount; and

(d) in the case of Receivables with the same invoice date, due date and invoice amount, those with the lower invoice serial number;

14. are not Receivables due from a Debtor against or by whom an application for the institution of bankruptcy, concordat judiciaire / gerechtelijk akkoord, composition or any other insolvency procedure has been or will have been made within the meaning of any applicable insolvency law;

15. are Receivables in respect of which the Onward Purchaser has not notified the Purchaser (which notice is to contain a brief statement of its reasons) that the Onward Purchaser has determined that such Receivables or class of Receivables is not acceptable for Purchase hereunder;

16. are Receivables due from a Debtor which the Onward Purchaser has not notified the Purchaser (which notice is to contain a brief statement of its reasons) that Receivables from such Debtor are not Eligible Receivables;

17. are Receivables the Nominal Amount of which remains a debt, has not been paid and has not been discharged by set-off or otherwise;

18. are Receivables the sale of which in the manner herein contemplated will not be recharacterised as any other type of transaction and will be effective to pass to the Onward Purchaser full and unencumbered title thereto and the benefit thereof to the Onward Purchaser and no further act, condition or thing will be required to be done in connection therewith to enable the Onward Purchaser to require payment of any such Receivable or the enforcement of any such right in any court other than the giving of notice to the Debtor of the assignment of such Receivable by the Purchaser to the Onward Purchaser;

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19. are Receivables the sale and/or assignment of which will not violate any law or any agreement by which the Seller may be bound and upon such sale and assignment such Receivable will not be available to the creditors of such Seller on its liquidation;

20. are denominated and payable in any of the following currencies:

EUR	Euro;
£	Pounds Sterling

21. are Receivables governed by English, French or German law, owing from Debtors established in the United Kingdom, France or Germany in relation to their English, French and German establishment, and the terms and conditions of which do not provide for the jurisdiction of any court or arbitration tribunal outside England, France or Germany;

22. are not subject to, and did not arise in connection with a contract which is subject to, consumer credit legislation;

23. are not subject to, and did not arise in connection with a contract which is subject to, public procurement laws and regulations;

24. did not originate from the resale of products which had been acquired by the relevant Seller subject to a reservation of title, unless the reservation of title has lapsed already due to the payment of the original acquisition price;

25. are Receivables generated in compliance with Credit and Collection Policies;

26. with respect to Receivables due by Concentrated Debtors, are Receivables insured under the Insurance Policy in relation to which a Credit Limit (as defined under the Insurance Policy) has been requested and obtained;

27. do not represent claims in connection with the execution by the relevant Seller of a contract which is partly subcontracted to a third party; and

28. do not arise under or in relation to Contract of Sales which constitute leasing, hire, hire purchase or contract hire transactions.

*            *            *

An “Eligible Debtor” means:

1. at the time of the assignment of the Receivables to the Purchaser and the Onward Purchaser, has not entered into a voluntary arrangement with its creditors, been declared bankrupt, been defendant in an action for its bankruptcy which remains undismissed for a period of thirty days, has not taken any corporate action nor had legal proceedings commenced against it for its gerechtelijk akkoord/ concordat, dissolution, liquidation, been subject to the appointment of a gerechtelijke

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bewindvoerder / administrateur judiciaire, sekwester / séquestre or similar officer, been in a situation of stoppage of payments (staking van betalingen / cessation de paiements), or been subject to any event similar to any of the above under the laws of any jurisdiction;

2. is not an affiliate of any Seller;

3. is not, except with the Onward Purchaser’s prior consent, a country, state, local government, municipality, public body, government entity, state owned corporation or other public sector body;

4. is not an individual and does not have the benefit of consumer credit legislation;

5. is not in default for a period of more than ninety days of any of its payment obligation to any Seller, except where such payment obligation is disputed in good faith; and

6. if such debtor is a Concentrated Debtor or would be a Concentrated Debtor assuming all outstanding Offers have been accepted, the Average Collection Period Concentrated Debtor for such Concentrated Debtor does not exceed 70.

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THE THIRD SCHEDULE

Part 1 Form of Offer

To:	Tulip Asset Purchase Company B.V.
From:	Wabco Funding SPRL
Dated:	[                    ]

Dear Sirs,

1. We refer to a receivables purchase agreement (such receivables purchase agreement, as from time to time amended, supplemented or novated being herein called the “Receivables Purchase Agreement”) dated on or about 28 April 2008 and originally made between yourselves as Onward Purchaser and ourselves as Purchaser.

2. Terms defined in the Receivables Purchase Agreement shall bear the same meaning herein.

3. We hereby offer to sell, to assign and to transfer to you, pursuant to the Receivables Purchase Agreement, the Receivables listed in the Schedule hereto and the Related Security at a Purchase Price calculated in accordance with the Receivables Purchase Agreement and notify you that:

(a) (i) the aggregate Nominal Amount of all the offered Receivables, calculated as at the date hereof, is [            ];

(ii) in respect of each offered Receivables;

(A) the name, account number and address of the Debtor owing such Receivables;

(B) the Invoice Date and invoice number of such Receivables;

(C) the Receivable Due Date of such Receivable;

(D) the Nominal Amount of such Receivables; and

(E) if any, the Related Security in respect of such Receivable;

(iii) the Purchase Price Advance in respect of all the offered Receivables, calculated as at the date hereof, is [            ]; and

(iv) the Discount in respect of all the offered Receivables, calculated as at the date hereof, is [ ];

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(b) the proposed Purchase Date is [            ];

(c) the Purchase Price Advance is to be paid into account no. [specify number] in the name of [specify account name] at [specify bank name and address].

This Offer constitutes an irrevocable offer by us binding upon us to assign and to sell to you the ownership interest in the Receivables and Related Security referred to in this Offer.

By virtue of making this Offer, we confirm and repeat the representations and warranties given to you under Clause 11 of the Receivables Purchase Agreement, in particular, without limitation, in relation to the Receivables which are the subject of this Offer, we repeat all representations and confirm all warranties set forth under Clause 11 of the Receivables Purchase Agreement.

Yours faithfully,

for and on behalf of

[                    ]

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Part 2

Form of Receipt

To:	Tulip Asset Purchase Company B.V.
From:	Wabco Funding SPRL as Purchaser
Dated:	[                    ]

Dear Sirs,

1. We refer to a receivables purchase agreement (such receivables purchase agreement, as from time to time amended, supplemented or novated being herein called the “Receivables Purchase Agreement”) dated on or about 28 April 2008 and originally made between yourselves as Onward Purchaser and ourselves as Purchaser.

2. Terms defined in the Receivables Purchase Agreement shall bear the same meaning herein. This Receipt is given pursuant to Clause 3.1 of the Receivables Purchase Agreement.

3. We hereby acknowledge receipt of the Purchase Price Advance on the [specify date] in respect of the Receivables identified in the offer dated [            ], calculated in accordance with the Receivables Purchase Agreement.

Yours faithfully,

for and on behalf of

[                    ]

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THE FOURTH SCHEDULE

Termination Events

1. The Purchaser fails to make payment under this Agreement on the date such payment is due and payable as specified in such Agreement, or upon demand where no date is specified, subject to a five day grace period after notification.

2. Any Servicer fails to make payment under the Servicing Agreement to which it is a party on the date such payment is due and payable as specified in such Agreement, or upon demand where no date is specified.

3. The Purchaser fails to perform any of its other obligations under this Agreement, subject to a five day grace period after notification.

4. Any Servicer fails to perform any of its other obligations under the Servicing Agreement to which it is a party, subject to a five day grace period after notification.

5. Any representation or warranty in this Agreement or in any report or any information provided by any Servicer or the Purchaser is materially false or incorrect.

6. The Purchaser, Wabco Holdings Inc., Wabco Financial Services SPRL, any Seller or any Servicer enters into a voluntary arrangement with its creditors, is declared bankrupt, is defendant in an action for its bankruptcy which remains undismissed for a period of thirty days, takes any corporate action or has legal proceedings commenced against it for its gerechtelijk akkoord / concordat, dissolution, liquidation, or a gerechtelijk bestuurder / administrateur judiciaire, sekwester / séquestre or similar officer is appointed in relation to the Purchaser, such Seller or such Servicer, as the case may be, or any stoppage of payments (staking van betalingen/ cessation de paiements) occurs.

7. The Default Ratio Current Month reported in any Monthly Report exceeds 5.5%.

8. The Default Ratio Rolling Average in any Monthly Report exceeds 4%.

9. The Delinquency Ratio Current Month in any Monthly Report exceeds 4%.

10. The Delinquency Ratio Rolling Average in any Monthly Report exceeds 3%.

11. The Dilution Ratio Rolling Average in any Monthly Report exceeds 1%.

12. The Dilution Ratio Current Month in any Monthly Report exceeds 1.5%.

13. A Guarantee Event occurs.

14. An Insurance Event occurs.

15. The Average Collection Period in any Monthly Report exceeds 70.

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16. The Lender (as defined under the Loan Agreement) fails to make an Advance to the Purchaser as provided for in the Loan Agreement, or the Lender is unable to make an Advance to the Purchaser under the Loan Agreement because such Advance would result in the Available Facility being exceeded.

17. The credit rating of the CP Programme is down-graded by any rating agency or a rating agency determines that a failure to declare a Termination Event would result in the credit rating of the CP Programme being downgraded.

18. The Onward Purchaser notifies the Purchaser that it has received notification from the provider(s) of credit facilities pursuant to the Liquidity Facility Agreement and/or the Standby Letter of Credit Agreement to the effect that the cost to them of providing or maintaining such facilities has increased by reason of (i) any change in law or its interpretation or administration and/or (ii) compliance with any request from or requirement of any central bank, fiscal or monetary or other authority, in either case occurring subsequent to the date of this Agreement and being outside the control of the Onward Purchaser and the relevant credit facility provider(s), unless the Purchaser agrees to pay such increased cost.

19. The Aggregate Receivables Investment hereunder becomes, and remains for three business days, less than the aggregate of the Matured Value of the Loans outstanding from the Issuer to the Onward Purchaser and all outstanding Advances and the Discount Protection Amount (where applicable converted to US dollars at the rate specified in the relevant agreement).

20. Any judgement is given which provides that title to the Purchased Receivables is not vested with the Onward Purchaser.

21. The Insurance Policy ceases to be in full force and effect.

22. The Purchaser gives at least five days notice, which notice shall be irrevocable, of its decision that a Termination Event is to occur.

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THE FIFTH SCHEDULE

Form of Monthly Report

[Please see overleaf]

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THE SIXTH SCHEDULE

The Sellers

Name	Jurisdiction of incorporation
WABCO Fahrzeugsysteme GmbH	Germany
WABCO Automotive UK Limited	UK
WABCO France S.A.S.	France

The Servicers

Name	Jurisdiction of incorporation
WABCO Fahrzeugsysteme GmbH	Germany
WABCO Automotive UK Limited	UK
WABCO France S.A.S.	France

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EX-10.2

Exhibit 10.2

CLIFFORD

CHANCE

Execution Copy

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: FRANKFURT AM MAIN • AG FRANKFURT AM MAIN PR 1000

CONTENTS

CLAUSE	PAGE
1.      Definitions	3
2.      Offer for Receivables	12
3.      Acceptance, Purchase and Assignment	12
4.      Payment of the Purchase Price	17
5.      Perfection and Further Assurance	17
6.      Appointment of Servicer	18
7.      Insolvency Risk	19
8.      Deemed Collections	19
9.      Default Interest	20
10.    Representations and Warranties of the Seller	20
11.    Representations and Warranties of the Purchaser	23
12.    Covenants	23
13.    Termination and Default	25
14.    Taxes, Increased Costs and Indemnities	27
15.    Assignments and Transfers	32
16.    Confidentiality	32
17.    Contract for the Benefit for Third Parties (echter Vertrag zugunsten Dritter)	33
18.    No Liability, No Petition and Limited Recourse	33
19.    Waiver	34
20.    Partial Invalidity	35
21.    Notices and Amendments	35
22.    Applicable Law and Jurisdiction	35
23.    Facsimile and Counterparts	36
SCHEDULE 1 General Terms and Conditions of the Seller	37
SCHEDULE 2 Addresses for Notice	41
SCHEDULE 3 Form of Offer, Schedule to Offer and Acceptance	42
SCHEDULE 4 Officer Certificate	48

SCHEDULE 5 Conditions Precedent	49
SCHEDULE 6 Authorities to Represent and Sign	51
EXECUTION PAGE	52

THIS RECEIVABLES SALE AGREEMENT IS MADE BETWEEN:

(1) WABCO FAHRZEUGSYSTEME GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) with its registered office at Am Lindener Hafen 21, 30453 Hannover, Germany, (registered under HRB 60743 at the commercial register (Handelsregister) of the local court (Amtsgerichf) in Hannover) (the “Seller”); and

(2) WABCO FUNDING SPRL, a Belgian company with its registered office at Rue de Genval 20, 1301 Bierges, Belgium (the “Purchaser”).

WHEREAS:

(A) The Seller originates trade receivables in the ordinary course of its business. The parties wish to arrange for the sale on a continuing basis by the Seller to the Purchaser of trade receivables originated by the Seller.

(B) The Seller acknowledges that the Purchaser may on-sell a number of Receivables to Tulip Asset Purchase Company B.V. (the “Onward Purchaser” or “TAPCO”) under the Receivable Purchase Agreement as part of a trade receivables securitisation transaction for certain European subsidiaries and affiliates of WABCO Holdings Inc.

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NOW IT IS HEREBY AGREED AS FOLLOWS:

1. DEFINITIONS

1.1 The expressions defined in the Receivable Purchase Agreement dated on or about the date hereof shall, except where the context otherwise requires and save where otherwise defined herein, have the same meanings in this Agreement and in the recitals hereto.

1.2 In this Agreement, except as the context otherwise requires:

“Acceptance” means an acceptance of an Offer substantially in the form of Part 3 of the Third Schedule hereto;

“Advances” means all Advances and Same Day Advances made pursuant to the Liquidity Facility Agreement (as defined therein), all drawings under the Euro Standby Letter of Credit Agreement and all drawings made under the Euro Programme Enhancement Facility Agreement (in each case as defined therein);

“Adverse Claim” means any charge, encumbrance, proprietary or security interest, lien or retention of title (Eigentumsvorbehalt), any form of extended retention of title (any form of verlängerten or erweiterten Eigentumsvorbehalf), priority, or other right or claim in, over or on any person’s assets or properties in favour of any other person (but excluding the rights of the Debtor under any Contract in respect of the goods which are the subject of such Contract, their use or their possession);

“Aggregate Outstanding Nominal Amount” means at any time, with respect to all Sold Receivables, the aggregate Outstanding Nominal Amount of each Sold Receivable;

“Average Collection Period” means at any time the latest figure published by the Seller for the average number of calendar days between the invoice date of its Receivables and the date of collection of such Receivables;

“business day” means any day (other than a Saturday or a Sunday) on which banks are open for business in London, Amsterdam, Brussels and New York and, if such reference relates to the date for the payment or purchase of any sum denominated in any currency not the lawful currency in London, Amsterdam, Brussels or New York, any day on which banks in the principal financial centre of the country of such currency are open for business;

“Collections” means, with respect to any Sold Receivable, all amounts received in respect of such Sold Receivable including (without limitation) the following:

(a) cash collections (including, if applicable, any VAT refunds), finance, interest, late payment or similar charges;

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(b) related payments or damages and other cash proceeds of such Receivable or other amounts received or recovered in respect thereof;

(c) wire-transfers (Überweisungen);

(d) any payments made on any bill of exchange, promissory note or other negotiable instrument issued in respect of such Receivable to any holder thereof (whether or not issued in contravention of any provisions of this Agreement);

(e) all cash proceeds of Related Security with respect to such Receivable;

(f) any Deemed Collections of such Receivable; and

(g) if applicable, all recoveries of value added tax from any relevant tax authority relating to any Defaulted Receivable;

“Conditions Precedent” means the conditions precedent to the valid delivery of an Offer set out in Schedule 5;

“Contract” means each of the agreements between the Seller and a Debtor which is subject to the general terms and conditions set out in Schedule 1, pursuant to which a Debtor shall be obliged to pay for goods purchased from or services provided by the Seller;

“Credit and Collection Policies” means the collection policies and practices from time to time applied by the Seller and notified in writing to the Purchaser and to the Onward Purchaser in relation to Receivables in accordance with the laws of the jurisdiction in which the Seller originates or administers Receivables;

“CP Programme” means the commercial paper programme established by the Issuer pursuant to the Dealer Agreements;

“Debtor” means a person set out in the records of the Seller as being obliged to make payments for the provision of goods or services by the Seller evidenced by a Contract for which an invoice has been issued (or, if different, the person so obliged);

“Deemed Collection” has the meaning set out in Clause 8 (Deemed Collections);

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“Defaulted Receivable” means any Receivable (other than a Disputed Receivable):

(a) in respect of which the Servicer has not been paid by the relevant Debtor (including, without limitation, payments made by third parties on behalf of the Debtor) by the end of the Collection Period (as defined in the RPA) during which such Sold Receivable becomes more than 90 calendar days overdue for payment from its Receivable Due Date (as defined in the RPA);

(b) in respect of which the related Debtor is Insolvent;

(c) in respect of which a declaration has been made by the Seller that such Receivable is irrecoverable for reasons other than the legal quality (Verität) of such Receivable;

(d) in respect of which legal proceedings have been initiated for its recovery;

(e) which has been transferred by the Seller to the doubtful receivables accounts; or

(f) which has become a Written-Off Receivable;

for these purposes, if a Sold Receivable is credit-insured with an insurance company acceptable to TAPCO only the uninsured portion of such Sold Receivables shall be deemed a Defaulted Receivable;

“Disputed Receivable” means any Receivable or any part thereof in respect of which the obligation to pay is either booked or qualified by the Seller or the Servicer as disputed (for any reason whatsoever other than for reason of the Debtor’s inability to pay) by the Debtor owing such Receivable or in relation to which any court in any instance has ruled that an obligation to pay the Seller does not exist as an unconditionally enforceable obligation, whether by reason of any matter concerning the goods in respect of which the original invoice was issued or by reason of invalidity or unenforceability of the relevant Contract relating to such Receivable, any other matter whatsoever or in respect of which a set-off, Zurückbehaltungs- or Leistungsverweigerungsrecht (counterclaim or any retention right) or Anfechtungsrecht or Widerrufsrecht (right to rescission) exists or is being claimed by such Debtor;

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“EURIBOR” means:

(a) the percentage rate per annum equal to the offered quotation which appears on the page of the Telerate Screen which displays the rate of Banking Federation of the European Union for the euro (being currently page 248) for such period as of 11.00 a.m. (Brussels time) on the relevant calculation date or, if such page or such service shall cease to be available, such other page or such other service for the purpose of displaying the rate of the Banking Federation of the European Union as ABN AMRO Bank N.V. shall select; or; or

(b) (if no Screen Rate is available for the relevant period) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Purchaser at its request quoted by the Reference Bank to leading banks in the European interbank market,

as of 11.00 a.m. (Brussels time) on the quotation day for the offering of deposits in euro for a period comparable to the relevant term;

“Event of Default” has the meaning defined in Clause 13.2;

“Facilities” means each of the Liquidity Facility Agreement, the Euro Programme Enhancement Facility Agreement and the Euro Standby Letter of Credit Agreement;

“Funding Agreement” means the loan agreement between TAPCO and the Issuer under which the Issuer may agree from time to time to advance moneys to TAPCO for the purchase of receivables (or the funding of the purchase of receivables) and any other agreement whereby TAPCO acquires or may acquire funds for the purposes of purchasing Purchased Receivables under the RPA (as defined therein), but shall exclude the Facilities;

“Insolvency Event” means, in relation to any party, the moment when such party is insolvent;

“Insolvency Official” means, in connection with any Insolvency Proceedings, in relation to a company a liquidator, provisional liquidator, administrator (e.g. Insolvenzverwalter), administrative receiver, receiver or managēr, nominee, supervisor, trustee, conservator, guardian or other similar official in respect of such company or in respect of all (or substantially all) of the company’s assets or in respect of any arrangement or composition with creditors;

“Insolvency Proceedings” means the winding-up, liquidation, dissolution or administration of such company or any equivalent or analogous proceedings under the law of the jurisdiction in which such company is incorporated or of

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any jurisdiction in which such company carries on business or has any assets including the seeking of liquidation, winding-up, reorganisation, dissolution, administration, arrangement, adjustment, protection or relief of debtors;

“Insolvent”, “Insolvency”, “insolvent” or “insolvency” in relation to any person (including, without limitation, any Debtor or any party hereto) means that the relevant person is either unable to fulfil its payment obligations as they become due (zahlungsunfähig) or that the liabilities of that person exceed its assets (Überschuldung) or that such person is presumably unable to pay its debts as they fall due (drohende or voraussichtliche Zahlungsunfähigkeit) or similar or analogous proceedings under the laws of the jurisdiction in which such person is incorporated (or, if not a company or corporation, domiciled) or any jurisdiction in which such person has its principal place of business;

“Issuer” means Tulip Euro Funding Corporation Limited, a limited liability company incorporated in Jersey and having its registered office at 26 New Street, St Helier, Jersey, Channel Islands;

“Liquidity Facility Agreement” means the liquidity facility agreement dated on or about the date hereof between the Purchaser, ABN AMRO Bank N.V. and the Banks (as defined therein) and any extension or renewal thereof;

“Loan Agreement” means the loan agreement to be entered into between the Purchaser as Borrower and Wabco Financial Services SPRL as Lender;

“Loans” means all outstanding loans or part thereof made to TAPCO pursuant to the Funding Agreement for the purpose of financing or refinancing any purchase under the Receivables Purchase Agreement;

“Matured Value” means, in respect of any Loan, the sum of (a) the principal amount thereof, (b) all unpaid interest which is scheduled to become due (whether or not then due) under such Loan and (c) all unpaid fees and other amounts which are then known and scheduled to become due (whether or not then due) on, or in connection with such Loan, in each case payable to, or for the benefit of the Issuer; for the purposes of calculating whether the Aggregate Receivables Investment (as defined in the RPA) denominated in euro or Sterling exceeds the Matured Value of the Loans, as the case may be, the Outstanding Nominal Amount of each Receivable shall be converted into US dollars using the rate of exchange contracted in the Hedging Transaction (as defined in the RPA) entered into by TAPCO to hedge its exposure under the Funding Agreement in connection with the funding of the purchase of such Receivable for the delivery to TAPCO of US dollars against the delivery by TAPCO of euro or Sterling;

“Moody’s” means Moody’s Investors Service, Limited;

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“Nominal Amount” means, with respect to any Receivable, the principal amount of such Receivable as reflected in the books of the Seller;

“Offer” means a written offer in substantially the form set out in Part 1 of Schedule 3;

“Offer Date” means a day which is two business days prior to a Purchase Date;

“Other Receivables Sale Agreements” means each of the following agreements:

(a) the Receivables Securitisation Deeds dated on or about the date hereof and made between the Purchaser and Wabco Automotive U.K. Limited;

(b) the Receivables Sale Agreement dated on or about the date hereof and made between ABN AMRO Bank N.V. (Amsterdam Branch) and WABCO France S.A.S.;

(c) the Onward Sale Agreement dated on or about the date hereof and made between ABN AMRO Bank N.V. (Amsterdam Branch) and the Purchaser; and

(d) any other Receivables Sale Agreement to be entered into by the Purchaser and a Seller from time to time, with the prior written consent of the Onward Purchaser;

“Other Servicing Agreements” means each of the following agreements:

(a) the Servicing Agreements dated on or about the date hereof and made between Tapco and each of Wabco Automotive U.K. Limited and Wabco France S.A.S., respectively;

(b) any other Servicing Agreement to be entered into by Tapco and a Seller (as defined in the RPA) from time to time;

“Outstanding Nominal Amount” means, with respect to any Sold Receivable, at any time the Nominal Amount of such Sold Receivable as determined by the most recent Monthly Report less the amount of Collections received by the Onward Purchaser and applied to the Nominal Amount of such Sold Receivable provided that, for the purpose of calculating the Outstanding Nominal Amount, Collections shall not be treated as received by the Onward Purchaser until credited to the Operating Account or applied to amounts due by the Onward Purchaser pursuant to Clause 9 of the RPA, and provided further that such Outstanding Nominal Amount shall be restored in the amount and to the extent of any Collections so received and applied if at any time the distribution of such Collections is rescinded or must otherwise be returned for any reason;

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“Programme Limit” shall have the meaning ascribed to such term in the RPA;

“Purchase Date” means, with respect to any sale of Receivables, the date upon which such sale is completed in accordance with Clause 3 of this Agreement;

“Purchase” means each purchase of Receivables hereunder;

“Purchase Price” shall have the meaning ascribed to such term in Clause 4;

“Purchaser’s Account” means the euro account with the number 720-5402068-53 (IBAN BE53 7205 4020 6853) held in the name of the Purchaser with ABN AMRO Bank N.V., Belgian branch;

“Rating Agencies” means Standard & Poor’s and Moody’s and “Rating Agency” means either of them;

“Receivable” means any indebtedness owed or purported to be owed to the Seller by a Debtor as the price for goods or services supplied by the Seller to such Debtor including, for the avoidance of doubt, any applicable value added tax;

“Receivables Purchase Agreement” or “RPA” means the receivables purchase agreement dated on or about 28 April 2008 and made between the Purchaser and Tulip Asset Purchase Company B.V. providing for the on-sale by the Purchaser to Tulip Asset Purchase Company B.V. of certain Receivables purchased under this Agreement;

“Records” means, in respect of any Receivable, all Contracts, correspondence, notes of dealings and other documents, books, books of account, registers, records and other information (including, without limitation, computer programmes, tapes, discs, data processing software and related property and rights) maintained (and recreated in the event of destruction of the originals thereof) with respect to such Receivable and the related Debtor;

“Reference Bank” means ABN AMRO Bank N.V.;

“Related Security” means with respect to any Receivable:

(a) all Adverse Claims of the Seller on any property from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements signed by a Debtor describing any collateral security securing such Receivables;

(b) all guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise;

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(c) all Records related to such Receivable;

(d) all proceeds at any time howsoever arising out of (i) the resale, redemption or other disposal of (net of collection costs), or (ii) dealing with, or (iii) judgments relating to any of the foregoing, (iv) any debts represented thereby, and (v) all rights of action against any person in connection therewith;

(e) to the extent applicable, (i) the ownership (Eigentum) in the goods which are the subject-matter of a Contract under which such Receivable comes to existence, and (ii) any claim which the Seller acquires from the Debtor owing such Receivable pursuant to the provisions governing any form of retention of title (including any form of Eigentumsvorbehalt, erweiterter or verlängerter Eigentumsvorbehalt) subsisting as between such Debtor and the Seller; and

(f) to the extent applicable, the Seller’s rights to refunds from the relevant tax authorities on account of, if applicable, value added tax in respect of any goods sold or services rendered to a Debtor, any receivable from whom is or becomes irrecoverable in accordance with the relevant tax laws;

“Relevant Claim” means, in respect of any tax for which the Seller would be liable to pay, indemnify or make an additional payment to the Purchaser under Clause 14, any claim, assessment, notice, demand or other document issued or action taken by or on behalf of a tax authority by which the Purchaser is liable or is sought to be made liable to make a payment to the tax authority or to another person or is denied or sought to be denied a Relief;

“Relief” means any loss, relief, allowance, exemption, set-off, deduction, right to repayment or credit or other relief of a similar nature granted by or available in relation to tax pursuant any legislation or otherwise;

“Sale Discount” means, on any Purchase Date, the product of (a) the aggregate Nominal Amount of all Receivables to be purchased on such Purchase Date, and (b) a fraction having as the numerator the Average Collection Period on such Purchase date, and as denominator 360, and (c) EURIBOR for a duration equal to the Average Collection Period on such Purchase Date (calculated on an actual/360 basis);

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“Sale Fee” means, on any Purchase Date, 0.1% of the Nominal Amount of all Receivables to be purchased on such Purchase Date, or such other percentage agreed between the parties;

“Servicer” means such person so designated from time to time in accordance with the Servicing Agreement and being at the date hereof WABCO Fahrzeugsysteme GmbH;

“Servicing Agreement” means the servicing agreement of even date herewith made between the Servicer and TAPCO;

“Sold Receivables” means any Receivable sold and purchased (or, if the context so requires, to be sold and purchased) under this Agreement;

“Standard & Poor’s” means Standard & Poor’s Ratings Services, A Division of The McGraw-Hill Companies;

“Tax Administration” means the German tax administration (e.g. the local tax offices (Finanzämter) or the Federal Ministry of Finance (Bundesfinanzministerium)), unless otherwise provided herein;

“Termination Date” shall have the meaning ascribed to such term in the RPA;

“Termination Event” shall have the meaning ascribed to such term in the RPA;

“Transaction Documents” means:

(a) this Agreement;

(b) any Other Receivables Sale Agreement;

(c) the Accounts Administration Agreement;

(d) the RPA;

(e) the Loan Agreement;

(f) the Facilities;

(g) the Servicing Agreement; and

(h) the Other Servicing Agreements; and

“Written-Off Receivable” means any Receivable which has been written off as irrecoverable for accounting purposes by the Seller in accordance with the Seller’s general accounting practices.

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1.3 The Seller confirms that he has received a copy of the RPA and is aware of its terms and their implications on this Agreement.

2. OFFER FOR RECEIVABLES

2.1 On each Offer Date after the Conditions Precedent have been fulfilled to the satisfaction of, or waived by, the Purchaser but in any event before the Termination Date, the Seller may offer to sell and to assign without recourse to the Purchaser Receivables and their Related Security by delivering to the Purchaser an Offer meeting the requirements set forth below.

2.2 Each Offer delivered pursuant to Clause 2.1 shall:

(a) specify the aggregate Nominal Amount of the Receivables to be purchased on such Purchase Date, and the Purchase Price in relation to such Offer;

(b) identify in relation to each such Receivable:

(i) the name and account number of the Debtor owing such Receivable and its address;

(ii) the invoice date and invoice number;

(iii) the Receivable due date; and

(iv) the Nominal Amount of each such Receivable

(v) all related security (to the extent applicable and practicable);

(c) specify the bank and account into which the Purchase Price is to be paid.

2.3 Delivery of an Offer pursuant to Clause 2.1 shall constitute an irrevocable offer by the Seller binding upon it to sell, to transfer and to assign to the Purchaser on the following Purchase Date each of the Receivables designated in such Offer and the Related Security.

3. ACCEPTANCE, PURCHASE AND ASSIGNMENT

3.1 Upon delivery of an Offer in accordance with Clause 2, the Purchaser shall accept such Offer in respect of all Receivables the subject of such Offer if:

(a) no Event of Default shall have occurred and be continuing as at the proposed Purchase Date;

(b) the Conditions Precedent have been fulfilled to the satisfaction of the Purchaser or waived by it;

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(c) the Offer meets the requirements of Clause 2.2;

(d) the representations and warranties set out in Clause 10 are true in each and every respect;

(e) on the proposed Purchase Date, assuming the Offer is accepted, the Aggregate Receivables Investment would be equal to or higher than the sum of (i) the aggregate Matured Value of the Loans outstanding from the Issuer to the Onwards Purchaser and (ii) all outstanding Advances (where applicable, such amounts to be converted to euro at the rate specified in the relevant hedging agreement);

by depositing to the account specified in the Offer in immediately available funds on the relevant Purchase Date, a sum equal to the Purchase Price (in relation to the first Purchase hereunder) or (in relation to any subsequent purchase) by sending a written (including by fax or e-mail) Acceptance, not later than 2.15 p.m. (Brussels time) on the relevant Purchase Date, or any other time as may be specified from time to time by the Purchaser in view of the then prevailing systems and practices for the settlement of payments. Such Receivables and the Related Security shall be sold and assigned to the Purchaser and title thereto shall pass from the Seller to the Purchaser after the Offer has been accepted. Within one business day of receipt of the Purchase Price, the Seller shall provide a receipt to the Purchaser substantially in the form set out in Part 4 of the Third Schedule. Should the Purchaser have positive knowledge that any of the conditions set out above in this Clause 3.1 are not met, it shall immediately notify the Seller hereof. In case the Purchaser issues such notification the Seller may, on the same day on which he received such notification, send a corrected Offer to the Purchaser, the Purchaser shall then accept such Offer if it then meets the requirements of this Clause 3.1. For the avoidance of doubt, all Receivables the subject of an Offer which has been accepted shall be transferred to the Purchaser regardless of such Receivables being eligible for purchase.

Provided always that, if any of the conditions referred to above (save for those conditions which refer to the valid title of the Seller and the transferability of the relevant Receivable) are not met to any extent, then (whether or not the Purchaser is aware of the breach of such conditions) this shall affect neither the validity of the purchase contract (subject to the rights of the Purchaser thereunder) nor of the Purchaser’s title to the relevant Receivables nor any remedy the Purchaser may have for such breach whether under this Agreement or at law.

3.2 If any Receivable or the Related Security is not transferred for any reason following acceptance of an Offer in accordance with the terms of the

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Agreement, other than the Purchaser’s own negligence or default, the Seller shall be obliged to take all actions necessary for the transfer of such Receivable or Related Security without undue delay and at its own expense. The Seller shall indemnify the Purchaser against any loss or expense reasonably incurred by the Purchaser as a result of the failure to transfer the same, other than any loss or expense resulting from the negligence or default on the part of the Purchaser in effecting such transfer.

The Seller shall indemnify the Purchaser against any loss or expense reasonably incurred by the Purchaser as a result of any purported revocation of an Offer or any failure by the Seller to complete the sale, purchase and assignment of the Receivables specified in an Offer other than any loss or expense resulting from the gross negligence or default on the part of the Purchaser in connection therewith, and in no event shall the Seller be liable for any special, punitive or consequential damages asserted by the Purchaser.

Until any such full transfer and assignment of Sold Receivables and/or Related Security is fully effected and legally valid and binding, the Seller shall hold such Receivable or the Related Security (which by failure of their transfer and/or their assignment and contrary to the intentions of this Agreement legally remains the Eigentum (property) of the Seller) as a Treuhänder (German law trustee) for the account of the Purchaser. The indemnity under this Clause 3.2 shall be limited to an amount equal to the Nominal Amount of Sold Receivables.

3.3 In particular, without limitation, to the extent that title to the Related Security cannot be transferred by mere agreement between the Seller and the Purchaser as provided above in this Clause, the Seller and the Purchaser agree that:

(a) insofar as Related Security governed by German law is concerned:

(i) any transfer of possession (Übergabe) necessary to transfer title in a Related Security, in particular in relation to any form of retained title (Vorbehaltseigentum), is replaced by:

(1) in case that the Seller has direct possession (unmittelbaren Besitz) in the relevant objects over which the security is created, the Seller holding the relevant chattel in custody for the Purchaser free of charge (unentgeltliche Verwahrung); and/or

(2) in case that the Seller has indirect possession (mittelbaren Besitz) or otherwise a claim for return (Herausgabeanspruch) of or to the relevant objects over which the security is created, assigning hereby to the Purchaser all claims for return (Abtretung des Herausgabeanspruchs) against the relevant persons which are in actual possession of such chattel;

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(ii) any other thing to be done or form or registration to be perfected shall be immediately done and perfected by the Seller at its own cost; the Seller hereby agrees that if it fails to do such thing or fails to perfect such form or registration, the Purchaser is hereby irrevocably authorised to do everything necessary for such thing to be done, such form to be perfected or such registration to be made on behalf of the Seller, at the Seller’s own cost;

(b) insofar as Related Security governed by the laws of any other jurisdiction is concerned:

(i) the Seller shall (in such form as the Purchaser requires) perform all acts and do all things at its own cost which, under applicable law, are necessary in order to effect transfer of title to the Purchaser, and the Seller hereby agrees that if it fails to perform such acts or do such things, the Purchaser is hereby irrevocably authorised to perform such acts and do such things on behalf of the Seller and at the Seller’s own cost); and

(ii) insofar as applicable law does allow, sub-paragraphs (a)(i) and (a)(ii) shall apply mutatis mutandis to such Related Security.

To the extent that the Purchaser purchases any Receivable on a Purchase Date the Purchaser waives implicitly the conditions set out in clause 3.1, without prejudice to any remedies available to the Purchaser.

3.4 If, at any time on or before the close of business on any Business Day (as defined in the Liquidity Facility Agreement) of the Seller, the Aggregate Receivables Investment (as defined in the RPA) is less than the aggregate of the Matured Value of the Loans and all outstanding Advances (where applicable converted to U.S. dollars at the rate specified in the relevant Hedging Transaction (as defined in the RPA)), the Seller shall offer to sell to the Purchaser an additional amount of Receivables at such Purchase Price as is necessary to reduce such deficiency to zero.

3.5 Without limiting the obligation of the Seller under Clause 3.4, if the Seller is in breach of its obligations under Clause 3.4, the only remedy available to the Purchaser shall be to declare the occurrence of a Termination Event and the Purchaser shall have no right to any monetary compensation or to seek to compel the Seller to effect any such additional sales.

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3.6 All purchases of Receivables hereunder are made without recourse to the Seller for reason of a Sold Receivable having been or become a Defaulted Receivable at the time of the sale of such Receivable and it is the clear intention of the parties to transfer the credit risk (Delkredererisiko) from the Seller to the Purchaser together with every Sold Receivable. For the avoidance of doubt, the parties confirm their intention that any sale under this Agreement shall constitute a true sale of the Sold Receivables, and not a security arrangement for any obligations of the Seller. The Purchaser shall have full title and interest in and to the Sold Receivables, shall be free to further dispose of such Sold Receivables, and subject to the payment to the Seller of the purchase price thereof in accordance with Clause 4 shall be fully entitled to receive and retain for its own account any Collections in respect of such Sold Receivables. Should any court, however, rule that this Agreement (or any Purchase under this Agreement) constitutes a security arrangement rather than a true sale, then, without prejudice to the Seller’s right to terminate this Agreement pursuant to Clause 13.3, this Agreement (and any purchase under this Agreement) shall be interpreted so as to mean that the Seller has assigned the Sold Receivables to the Purchaser as security for all obligations of the Seller under this Agreement (including any purchase under this Agreement) and the Servicing Agreement, and all provisions hereof and thereof shall be construed mutatis mutandis.

3.7 The Seller may demand performance by the Purchaser of its obligations hereunder and enforce these obligations, but waives the right to demand rescission of the purchase of any Receivable. The Seller waives any unpaid seller’s lien that it may have under law.

3.8 The Seller undertakes to endorse any bills of exchange and/or, if applicable, promissory note it has received in relation to any Sold Receivables to the Purchaser. It is hereby agreed that the Seller shall hold possession in any such bill of exchange and/or, if applicable, promissory note for and on behalf of the Purchaser as Besitzer (possessor) in accordance with this Agreement. In case of bills of exchange furnished with an endorsement in blank the transfer shall be effected by way of an issuance in blank (Blankobegebung). In cases of endorsements to the Purchaser which are not made in blank the Purchaser shall re-endorse the relevant bill of exchange and/or, if applicable, promissory note by way of proxy endorsement (Vollmachtsindossament/Inkassoindossament).

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4. PAYMENT OF THE PURCHASE PRICE

4.1 On each Purchase Date on which the Purchaser accepts an Offer in accordance with clause 3.1, the Purchaser shall pay to the Seller the purchase price for the Receivables sold on that date, calculated as follows (the “Purchase Price”):

(a) the outstanding Nominal Amount of the Receivables sold on the relevant Purchase Date; minus

(b) the Sale Fee; minus

(c) the Sale Discount.

4.2 The Nominal Amount of the Receivables, for the purposes of the above calculations, includes VAT, if applicable.

4.3 On each date upon which this Agreement requires an amount to be paid by either party hereunder, such party shall, save as expressly provided herein, make the same available to the payee by payment in the relevant currency and in immediately available, freely transferable, cleared funds to such account and bank as the relevant payee shall have specified for this purpose.

4.4 All payments made by the Seller hereunder shall be made free and clear of and without any deduction for or on account of any set-off or counterclaim.

4.5 The Purchaser may, but need not, apply any sum at any time due from it to the Seller (in its capacity as Seller or Servicer) under this Agreement or under the Servicing Agreement in or towards satisfaction of any amount then due from the Seller (in its capacity as Seller or Servicer) and, for this purpose, the Purchaser may apply the sum so due from it in or towards the purchase of such amounts of such other currencies as may be required to effect such application.

5. PERFECTION AND FURTHER ASSURANCE

5.1 The Purchaser may do whatever is necessary to ensure that the sale and assignment of the Receivables is duly perfected against third parties. The Purchaser may in particular give notice of the sale and assignment or the purported sale and assignment of the Receivables to the Debtors, and may require the Seller to do so. To this effect, the Seller shall deliver to the Purchaser simultaneously with the execution of this Agreement a certificate in the form of Schedule 4 to this Agreement, duly printed on its headed paper and executed by a duly authorized officer. Each notification made by the Purchaser in accordance with this Clause 5.1 may be accompanied by a photocopy of such certificate.

5.2 The Seller agrees that from time to time it will promptly execute and deliver all instruments and documents and take all action that the Purchaser may

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reasonably request in order to perfect or protect the assignment of the Receivables or to enable the Purchaser to exercise or enforce its rights under this Agreement (including, without limitation, at its own costs do all acts to comply with its obligations under Sections 402 et seq. German Civil Code (Bürgerliches Gesetzbuch)).

5.3 Any notice to the Debtors pursuant to this Clause 5 shall instruct the Debtors to pay the amount of the Sold Receivables directly to the Purchaser or Tulip Asset Purchase Company B.V., as the case may be, and shall state the relevant bank account number.

5.4 If any Receivable or the Related Security is not transferred for any reason, the Seller shall be obliged to take all actions necessary for the transfer of such Receivable or Related Security without undue delay and at its own expense. The Seller shall indemnify the Purchaser against any loss or expense incurred by the Purchaser as a result of the failure to transfer the same, other than any loss or expense resulting from the negligence or default on the part of the Purchaser in effecting such transfer.

6. APPOINTMENT OF SERVICER

6.1 The servicing, administering and collection of the Sold Receivables (the “Servicing”) shall be conducted by the Seller in its capacity as Servicer pursuant to the Servicing Agreement. For the avoidance of doubt, the parties acknowledge that the Servicing shall not be (i) transferred from the Seller to the Purchaser and from the Purchaser onwards to TAPCO and (ii) then outsourced by TAPCO to the Servicer; it is understood that the Servicing shall remain with the Seller pursuant to the Servicing Agreement regardless of the sale of the Sold Receivables to the Purchaser and their subsequent sale to TAPCO.

6.2 The Purchaser may initiate legal proceedings against a Debtor for the collection of a Sold Receivable. Before initiating legal proceedings, the Purchaser (unless it is prevented from doing so as a result of the sale of the Receivable to a third party) shall offer the Seller the possibility to buy back such Sold Receivable at its outstanding Nominal Amount.

6.3 The parties hereto confirm their express intent that the validity or the invalidity of any servicing arrangements between the Seller acting as Servicer (in particular, without limitation, for reasons of the Seller having or not having obtained a license pursuant to the German Act on the Rendering of Legal Advice (Rechtsberatungsgesetz / Rechtsdienstleistungsgesetz)) shall leave the validity of any Purchase and any assignment of any Receivable and all Related Security pursuant to this Agreement unaffected.

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7. INSOLVENCY RISK

For the avoidance of doubt, the parties confirm that the Purchaser shall bear the risk of insolvency of the Debtors of the Receivables purchased by it hereunder and that the transactions contemplated hereunder are anticipated to fall within the scope of true factoring (echtes Factoring).

8. DEEMED COLLECTIONS

8.1 If on any day:

(a) a Receivable becomes a Disputed Receivable;

(b) the Nominal Amount of any Receivable is reduced by reason of any set-off or counterclaim or any discount or other trade credit;

(c) the effectively collectible amount of a Receivable is reduced by reason of any deduction on account of tax; or

(d) the Seller is entitled to claim from any tax authorities a refund of any amount of VAT included in a Receivable;

the Seller shall be deemed to have received on such day a Deemed Collection in an amount equal to the Outstanding Nominal Amount of such Receivable plus any reasonable expenses that the Purchaser has already incurred in connection with the administration or attempted collection of such Receivable (in the case of paragraphs (a) to (c)), or the amount of such collection, reduction or refund (in the case of paragraph (d)).

8.2 If any Receivable which is or is purported to be sold and assigned to the Purchaser hereunder shall have been collected in whole or in part prior to the Purchase Date without such Collection having been deducted from the face amount of such Receivable prior to the Purchase Date, then the portion thereof which shall have been so collected shall be treated for the purposes of this Agreement as a Deemed Collection thereof which has been received on the date of the Purchase Date.

8.3 If on any day the Seller is deemed to have received a Deemed Collection, the Seller shall hold such an amount to the order and for the benefit of the Purchaser and shall promptly (without undue delay; ohne schuldhaftes Zögern) pay the amount thereof to the Purchaser by transfer to the Purchaser’s Account.

8.4 Upon receipt of the payment referred to in Clause 8.3 on account of a Deemed Collection, the Purchaser shall re-assign to the Seller (without recourse or warranty on the part of the Purchaser and at the sole cost of the Seller) the relevant Receivable or fraction thereof. To the extent, however, that the

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Purchaser has transferred such Receivable to any third party, such re-assignment of the Receivable to the Seller shall be subject to the rights of such third party and shall only take place if and when the Purchaser is able itself to obtain a reassignment from such third party.

9. DEFAULT INTEREST

9.1 If any sum due and payable by either party under this Agreement or under any judgement rendered in connection therewith is not paid on the due date therefor, such sum shall bear interest as of right and without notice at EURIBOR (three months) determined for the period selected by the Purchaser plus 2%, on a actual/360 basis, from the due date thereof until actual payment.

9.2 Section 288 (1) German Civil Code (Bürgerliches Gesetzbuch) shall not apply to the extent it limits in any way the amount of default interest agreed between the parties from time to time

10. REPRESENTATIONS AND WARRANTIES OF THE SELLER

10.1 The Seller represents and warrants to the Purchaser that:

(a) it is a corporation duly incorporated under the laws of its jurisdiction of Germany, is not subject to any legal proceedings for an Insolvency Event and has not filed an application for an Insolvency Event, its annulment as a legal entity or the appointment of an Insolvency Officer;

(b) its centre of main interests for the purposes of the Council Regulation (EC) No. 1346/2000 on insolvency proceedings (which came into force on 31 May 2002) is based in Germany and that it has no establishments outside Germany;

(c) the execution, delivery and performance by the Seller of this Agreement and the transactions contemplated hereby are within its corporate powers have been duly authorised by all necessary corporate action, require no action by or in respect of, or filing, recording or enrolling with, any governmental body, agency court official or other authority, and do not contravene, or constitute a default under, any provision of applicable law or regulation, by laws or other constituting document (Gesellschaftsvertrag) of the Seller as amended from time to time or of any agreement, judgement, injunction, order, decree or other instrument binding upon the Seller or result in the creation or imposition of any Adverse Claim on the assets of the Seller (other than in favour of the Purchaser pursuant to this Agreement);

(d) this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms;

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(e) this Agreement does not violate any contractual or other obligation binding upon the Seller; and

(f) all information heretofore furnished by the Seller to the Purchaser for the purposes of or in connection with this Agreement or any transaction contemplated hereby is, and all such information hereafter furnished by the Seller to the Purchaser will be, true and accurate in every material respect, on the date that such information is stated or certified.

10.2 In addition, the Seller represents and warrants to the Purchaser that:

(a) none of the Sold Receivables have been subject to any attachment (Pfändung);

(b) the amount, due date and other details of each Sold Receivable as set out in the report delivered by the Seller to the Purchaser under Clause 2.2 are true and correct;

(c) the Seller holds full and unencumbered title to and is the sole and unencumbered owner of each Receivable the subject of an Offer and the Related Security and none of the Receivables the subject of an Offer have been assigned or sold by the Seller to any person other than the Purchaser;

(d) the Sold Receivables are obligations which can be transferred by way of sale and assignment, and of which transfer by way of sale and assignment is not subject to any contractual or legal restriction (which includes for the avoidance of doubt, all applicable data protection laws). The sale and/or assignment of the Sold Receivables and Related Security does not violate any law or any agreement by which the Seller may be bound and are Receivables which upon such sale and assignment will not be available to the relevant creditors in an insolvency of the Seller;

(e) upon each Purchase Date hereunder, the Purchaser shall acquire the full ownership of each Sold Receivable assigned on such Purchase Date and the Related Security with respect thereto;

(f) each Receivable purported to be sold hereunder is subject to the Seller’s general terms and conditions of sale set out in Schedule 1;

(g) the terms governing each Receivables purported to be sold hereunder are set out exclusively in the general terms and conditions of the Seller, these provisions are legal, valid and binding and their provisions contain retention of title clauses as are required by the Seller’s credit insurance policy;

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(h) each Receivable the subject of an Offer constitutes legally valid and enforceable obligations of the relevant Debtors enforceable against such Debtors in accordance with the Contracts;

(i) each Debtor of a Receivable the subject of an Offer is an entrepreneur (Unternehmer) within the meaning of Section 14 of the German Civil Code (Bürgerliches Gesetzbuch), a private legal entity, company, body corporate or a partnership between corporate entities and not, for the avoidance of doubt, consumers;

(j) each Receivable the subject of an Offer is governed by German law;

(k) each Receivable the subject of an Offer is not, and will not be, subject to any right of rescission, set-off, counterclaim or other defence; and

(1) upon each Purchase Date hereunder the Purchaser shall acquire the ownership of each Sold Receivable assigned on such Purchase Date and the Related Security with respect thereto, and that to the best of the Seller’s knowledge and belief, each such Sold Receivable shall be free and clear of any Adverse Claim (other than in favour of the Purchaser) excluding for the avoidance of doubt (i) any customary retention of title claims of its suppliers (verlängerte Eigentumsvorbehalte) arising in the ordinary course of business on the assets of the Seller and (ii) any set-off rights arising by operation of law.

10.3 The Purchaser contemplates reselling to a third party all or part of the Receivables purchased from the Seller, in the context of a securitisation of Receivables of certain European subsidiaries and affiliates of Wabco Holdings Inc. In this connection, the Purchaser may from time to time provide the Seller with a copy of the representations, warranties, eligibility criteria and other relevant requirements of the proposed securitisation programme, and request that the Seller correspondingly to make additional representations and warranties and undertake additional covenants in respect of those Receivables sold hereunder which may be eligible for resale under the securitisation programme. The Seller undertakes to use reasonable efforts to comply with this request and to offer its full co-operation in this respect.

10.4 The representations and warranties made in Clauses 10.1 and 10.2 shall be given by the Seller to the Purchaser on the date hereof and on each Purchase Date. The representations and warranties made in accordance with Clause 10.1 and 10.2 shall be made with each Offer and repeated as soon as practicable after the Purchaser’s request to that effect.

10.5 The Seller shall provide that no extended retention of title clauses (verlängerte Eigentumsvorbehalte), or similar clauses which provide for an assignment of

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Receivables to a supplier exist, unless the relevant contractual arrangements between the Seller and such supplier containing such retention of title clauses or similar clauses authorise the Seller to sell and validly assign the relevant Receivables in the manner provided under and pursuant to this Agreement. Furthermore, in such cases the Seller warrants that it will duly pay the relevant suppliers. Furthermore, where supplies have been purchased by the Seller subject to retention of title (Eigentumsvorbehalte) and/or ownership rights due to manufacturing clauses (Verarbeitungsvorbehalte) of the suppliers of the Seller, the Seller shall put the Purchaser into the same position as if the goods had been owned by such Seller.

10.6 The Seller shall promptly indemnify the Purchaser against any losses resulting from the inaccuracy of any representation made in Clause 10.1 or 10.2 or in accordance with Clause 10.4 other than any loss or expense resulting from gross negligence or fraud on the part of the Purchaser in connection therewith and in no event shall the Seller be liable for any special, punitive or consequential damages asserted by the Purchaser.

10.7 Without detriment to the foregoing and the generality of Clause 19.3, for the avoidance of doubt, in relation to this Clause 10, and in the event of the Purchaser having any right hereunder to receive indemnification, this shall not be subject in any way to a right of the Seller to subsequent performance (Nachbesserung) but the Purchaser shall immediately be entitled to liquidate its claim arising therefrom against the Seller.

11. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Seller that:

(a) it is a corporation duly incorporated under Belgian law, is not subject to any legal proceedings for an Insolvency Event and has not filed an application for a bankruptcy (faillite/faillissement);

(b) its execution, delivery and performance of this Agreement and the transactions contemplated hereby are within its corporate powers and have been duly authorised by all necessary corporate action;

(c) this Agreement does not violate any contractual or other obligation binding upon the Purchaser; and

(d) there is no floating charge in existence on the business of the Purchaser.

12. COVENANTS

At all times from the date hereof until all Receivables have been duly paid by the relevant Debtors to the Purchaser:

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(a) the Seller shall provide the Purchaser upon request with a copy of its latest audited annual accounts;

(b) the Seller shall comply in all respects with all laws, rules, regulations, orders, writs, judgements, injunctions, decrees or awards to which, to the best of its knowledge, it may be subject, and which could reasonably be regarded as material in the context of the transactions contemplated by this Agreement;

(c) the Seller shall provide the Purchaser with all information to which the Purchaser is reasonably and properly entitled pursuant to this Agreement;

(d) upon request, the Seller shall provide the Purchaser with a copy of the invoices relating to the Receivables sold;

(e) the Seller shall furnish to or notify the Purchaser of:

(i) prior to implementation, any change in or amendment to the Credit and Collection Policies which the Seller does not in its reasonable opinion consider to be material;

(ii) any material change in or amendment to the Credit and Collection Policies for approval prior to implementation, such approval not to be unreasonably withheld; if such approval is not given by the Purchaser, no such change or amendment of the Credit or Collection Policies will be implemented; and

(iii) such other information (including non-financial information) as the Purchaser may from time to time reasonably request;

(f) the Seller shall keep and maintain adequate Records on a Receivable by Receivable basis. The Seller shall give the Purchaser notice of any material change to its administrative and operating procedures in relation to the keeping and maintaining of Records;

(g) the Seller shall, at its expense, in a timely and commercially reasonable, manner fully perform and comply with all provisions, covenants and other promises required to be observed by it under the contracts related to the Sold Receivables as if interests in the Sold Receivables had not been assigned and sold hereunder;

(h) the Seller shall comply with the Credit and Collection Policies with regard to all Receivables, any Related Security and the related Contract as if interests in the Receivables had not been or were not to be sold hereunder;

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(i) the Seller shall not sell, assign or otherwise dispose of, or create or suffer to exist any encumbrance upon or with respect to any goods the subject of any Sold Receivable, any Sold Receivable or related Contract or security, or assign any right to receive income in respect thereof or attempt, purport or agree to do any of the foregoing;

(j) the Seller shall not in any way extend, amend or otherwise modify the material terms of any Sold Receivable or amend, modify or waive any material term or condition of any Contract related thereto. For the avoidance of doubt, it is further understood between the parties hereto that the Seller shall in no manner whatsoever be entitled to act as a representative of any kind of the Purchaser;

(k) the Seller shall assist the Purchaser’s auditors and provide information to them upon request;

(1) the Seller shall not change the nature of its business;

(m) the Seller shall not assume any management functions including, without limitation, factual management functions (faktische Geschäftsleitung) or day to day management functions (Tagesgeschäft) of the Purchaser;

(n) the Seller shall not represent or purport to represent the Purchaser in Germany;

(o) the Seller shall not conduct the business (Geschäftbesorgen) of the Purchaser on a permanent basis (nachhaltig) and is not subject to the instructions of the Purchaser;

(p) the Seller shall not conclude contracts in the name of or on behalf of the Purchaser on a permanent basis (nachhaltig);

(q) the Seller shall not solicit or act as agent for the Purchaser to solicit contracts or business for the Purchaser; and

(r) the Seller shall provide towards the Tax Administration, upon request, information regarding the conduct of its business being in accordance with (m) to (q) above and all further information as to the non-existence of any place of factual management.

13. TERMINATION AND DEFAULT

13.1 The Seller may at any time terminate this Agreement with 5 calendar days notice.

13.2 An Event of Default shall occur if:

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(a) any party fails to pay any sum due from it hereunder at the time, in the currency and in the manner specified herein, subject to a 5 calendar day grace period;

(b) (in respect of the Seller) any representation or warranty made by the Seller in Clauses 10.1, 10.2 or 10.3 is or proves to have been materially incorrect or misleading when given;

(c) (in respect of the Purchaser) any representation or warranty made by the Purchaser in Clause 11 is or proves to have been materially incorrect when given;

(d) any party fails duly to perform or comply with any other obligation expressed to be assumed by it in this Agreement (in particular, without limitation, it fails to comply with any of the covenants set out in Clause 12) and such failure is not remedied within three calendar days after the other party has given notice thereof to such party;

(e) any indebtedness of any party in an aggregate amount of at least USD 1,000,000 (in words: one million US dollars) is not paid when due, any such indebtedness is declared to be or otherwise becomes due and payable prior to its specified maturity, or any creditor or creditors become entitled to declare any such indebtedness due and payable prior to its specified maturity;

(f) any party is unable to pay its debts as they fall due, commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness, or makes a general assignment for the benefit of or a composition with its creditors;

(g) any party is subject to legal proceedings for an Insolvency Event, is dissolved or enters in liquidation, or an Insolvency Officer is appointed in relation to it, or any similar event occurs under the laws of any jurisdiction;

(h) any party takes any corporate or other action with a view to any of the events set out in the preceding paragraph;

(i) the Termination Date or a Termination Event occurs under the RPA;

(j) an Event of Default (as defined in the Loan Agreement) has occurred under the Loan Agreement;

(k) any material adverse change occurs in the financial position or the collection procedures of the Seller ;

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(l) there is a default by the Seller in respect of any of its payment obligations to third parties in aggregate in excess of USD 1,000,000 or its equivalent at any time;or

(m) the Seller is no longer a subsidiary (directly or indirectly) of Wabco Holdings Inc.

13.3 This Agreement shall automatically terminate without any further declaration being necessary upon the occurrence of any Event of Default referred to under Clauses 13.2(e), or 13.2(f). If any other Event of Default shall occur and be continuing in respect of either party, the other party may immediately terminate this Agreement by notice to such party. Additionally, the Seller shall have the right to terminate this Agreement immediately upon written notice to the Purchaser if a court or taxing authority in the jurisdiction in which the Seller is organised or primarily does business determines that this Agreement or any arrangement substantially similar to this Agreement either (a) constitutes a security arrangement rather than a true sale or (b) otherwise involves an actual or deemed payment by the Seller upon which a withholding tax is due. In such an event the outstanding Nominal Amount of all Sold Receivables shall be considered to be a Deemed Collection and the provisions of Clauses 8.1, 8.2, 8.3 and 8.4 shall apply.

13.4 The termination of this Agreement means that no further sales of Receivables may take place, but, except as otherwise provided in Clause 13.3, shall not otherwise affect the rights and obligations of the parties hereunder and / or the Servicing Agreement.

14. TAXES, INCREASED COSTS AND INDEMNITIES

14.1 The Seller shall pay all stamp duty, registration and other taxes (but for the avoidance of doubt excluding income taxes and franchise taxes other than such taxes resulting solely from the activities of the Seller under the Transaction Documents), to which this Agreement or any judgement given in connection herewith may at any time become subject subsequent to the date of this Agreement and, from time to time on demand of the Purchaser, immediately indemnify the Purchaser against any liabilities, costs, claims and expenses resulting from any failure to pay or any delay in paying any such tax, except those penalties and interest charges that are due to the negligence or wilful misconduct of the Purchaser or its agents, provided that in the case of any payment relating to the Euro Standby Letter of Credit Agreement, the Seller shall only be required to pay (a) amounts payable solely in respect of, or as a result of, the transaction contemplated by this Agreement and the funding thereof and (b) such proportion of any general cost equal to the proportion which the L/C Portion relating to the transaction contemplated in this Agreement bears

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to the then Available L/C Portion (both terms as defined in the Euro Standby Letter of Credit Agreement). In the case of any payment relating to the Euro Programme Enhancement Facility Agreement, the Seller shall only be required to pay (i) amounts payable solely in respect of, or as a result of, the transactions contemplated by this Agreement and the funding thereof and (ii) such proportion of any general cost equal to the proportion which the Euro Programme Enhancement Facility Portion relating to the transaction contemplated in this Agreement bears to the then Available Programme Enhancement Facility Portion. The Purchaser shall, as soon as it becomes aware that any such stamp duty, registration or other taxes may become due, inform the Seller of the same. If the Seller shall request, Purchaser shall contest, or permit Seller to contest on Purchaser’s behalf (in either case at the expense of Seller) any such stamp duty, registration or other taxes that the Seller reasonably believes is not lawfully owed. The Purchaser and the Seller shall cooperate to the extent practicable, and the Purchaser shall endeavour to take such measures as shall be practicable, with a view to lawfully mitigate any such stamp duty, registration or other taxes and expenses. In the event that the Purchaser receives a refund of any stamp duty, registration or other taxes for which the Seller has made an indemnification payment to the Purchaser under this Clause 14.1, the Purchaser will immediately pay such refund to the Seller, inclusive of any interest thereon received from the relevant taxing authority.

14.2 All payments to be made by the Seller to the Purchaser hereunder shall be made free and clear of and without deduction for or on account of any tax unless the Seller is required to make such a payment subject to the deduction or withholding of any tax, in which case the sum payable by the Seller in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Purchaser receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made. If the Purchaser shall be entitled to exemption from or reduction of an applicable withholding tax, the Purchaser will provide to the Seller such documentation as is required under the laws of the relevant taxing jurisdiction to avail of said withholding tax exemption or reduction.

14.3 If the Seller makes any deduction or withholding and an increased payment becomes payable under Clause 14.2 then, if the Purchaser has been granted by any relevant tax authority a credit or refund in respect of such payment, the Purchaser shall (to the extent that it can do so without prejudice to the retention of the amount of that credit or refund or any other credit or refund and to the extent that it is not unlawful or contrary to any official directive of the government (or any taxing or other authority or agency thereof) of the country

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concerned with such credit or refund for it to do so and to the extent that an actual pecuniary benefit is acquired by the Purchaser from such credit or refund) pay to the Seller such sum as the Purchaser shall in its absolute discretion determine and notify to the Seller to be equal to the proportion of that credit or refund which will leave the Purchaser (after such payment) in no better or worse position than it would have been if no such deduction or withholding had been required. The Purchaser shall have an absolute discretion as to the order and manner in which it claims any credits or refunds available to it and the manner in which it arranges its tax affairs and it shall not be obliged to disclose to the Seller any information regarding its tax affairs or computations nor to take any action to procure any such credit or refund. Any payment made under this Clause 14.3 shall be conclusive evidence of the amount due to the Seller and shall, in the absence of any manifest or material error, be accepted by the Seller in full and final settlement of its rights of reimbursement hereunder in respect of the relevant payment, deduction or withholding.

14.4 If the Seller is required to pay a withholding tax and the Purchaser determines that (i) a tax credit is attributable to that withholding tax payment; and (ii) it has obtained and utilised that tax credit the Purchaser shall pay an amount to the Seller which the Purchaser determines will leave it (after that payment) in the same after-tax position as it would have been in had said withholding tax not been payable.

14.5 The Seller shall from time to time on demand of the Purchaser reimburse the Purchaser for all sums payable by the Purchaser to the Onwards Purchaser under Clause 13.4 of the RPA. The Purchaser shall, as soon as it becomes aware that any amounts referred to in the previous sentence may become due, inform the Seller of the same. The Purchaser and the Seller shall co-operate to the extent practicable with a view to lawfully mitigating liability for such amounts.

14.6 If the Purchaser receives an inquiry from or is notified of an examination by any taxing authority (“Tax Audit”) or becomes aware of any matter (whether or not such matter is a Tax Audit) which might give rise to a Relevant Claim:

(a) it shall immediately give notice to the Seller of the matter and shall consult with the Seller with respect to the matter, and with respect to a Tax Audit, permit Seller to participate in the Tax Audit, provided that such participation shall be limited only to matters that might give rise to a Relevant Claim;

(h) it shall:

(i) take any action and institute any proceedings, and give any information and assistance, as the Seller may reasonably request

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to avoid, dispute, resist, appeal, compromise, defend, remedy or mitigate the matter at all stages before and after such matter gives rise to a Relevant Claim; or

(ii) in connection with proceedings related to the matter or Relevant Claim, use advisers nominated by the Seller and, if the Seller requests, allow the Seller the exclusive conduct of the proceedings,

in each case, on the basis that the Seller shall fully indemnify the Purchaser on demand against all reasonable costs incurred as a result of a request or nomination by the Seller; and

(c) it shall not admit liability in respect of, or compromise or settle, the matter or Relevant Claim without the prior written consent of the Seller (not to be unreasonably withheld or delayed).

14.7 Any demand made by the Purchaser under Clause 14 shall be accompanied by a statement, duly certified by an officer of the Purchaser, giving reasonable particulars of the claim for reimbursement which shall be relied upon and agreed as authoritative by the Seller.

14.8 The Purchaser hereby agrees promptly to notify the Seller if it becomes aware of any circumstances which could reasonably be expected to lead to a claim on the part of the Purchaser under Clause 14.

14.9 Without limiting any other rights which the Purchaser may have hereunder or under any applicable law, the Seller hereby agrees to immediately indemnify the Purchaser, TAPCO and their respective officers, directors and agents or any assignee, from and against any and all damages, losses, claims, liabilities, reasonably incurred costs and expenses (excluding, for the avoidance of doubt, any tax on income or profits and any franchise taxes, other than such taxes resulting solely from the activities of the Seller under the Transaction Documents), including, without limitation, reasonably incurred attorneys’ fees (if any), and disbursements including any irrecoverable value added tax thereon (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them resulting as a consequence of:

(a) reliance on any representation or warranty made by the Seller (or any officer of the Seller) under or in connection with this Agreement, any Monthly Report or any other information or report delivered by the Seller, which shall have been materially false, incorrect or omitting of any material fact at the time made or deemed made;

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(b) the failure by the Seller (or any officer of the Seller) to comply with any applicable law, rule or regulation with respect to any Sold Receivable, Related Security or the related Contract, or the non-conformity of any Sold Receivable, Related Security or the related Contract with any such applicable law, rule or regulation;

(c) any dispute, claim, offset or defence (other than the effects of the bankruptcy of the Debtor) of any Debtor to the payment of any Sold Receivable (including, without limitation, a defence based on such Sold Receivable or the related Contract or the Related Security not being a legal, valid and binding obligation of such Debtor enforceable against it in accordance with its terms, or any claim resulting from the Receivables being governed by the general business terms of the Debtor, or any other claim resulting from the sale of the goods related to such Receivable or the failure to perform any obligations related to such goods or the failure to perform any obligations related to any applicable laws, rules or regulations in respect thereof;

(d) any material product liability claims or material personal injury or property damage suit or other similar or related claims or action of whatever sort arising out of or in connection with the goods which are the subject of any Sold Receivable;

(e) any disclosure of false, misleading or incomplete information regarding the Debtors by the Seller to the Purchaser or TAPCO or the supply of any Contracts, Records and all other related documents to the Purchaser or TAPCO, provided that there shall be no obligation to indemnify with respect to information, contracts or records not generated by the Seller or any of its affiliates;

(f) any claim arising from collection activities conducted by the Seller, including, without limitation, any failure by the Seller, whether as Seller or in its capacity as Servicer, to transfer any Collection to the Operating account;

(g) any related indemnities given by TAPCO in each of the Facilities, to the extent that the same relate to the Sold Receivables or the-transactions contemplated in this Agreement,

excluding, however, (i) Indemnified Amounts to the extent resulting from the gross negligence or wilful misconduct, fraud, illegal act, breach of contract or fiduciary duty on the part of the Purchaser or TAPCO or their agents, (ii) Indemnified Amounts arising out of the failure of any Debtor to pay amounts lawfully owed in respect of a Sold Receivable, or (iii) Indemnified Amounts resulting from the re-characterisation of the purchase of the Sold Receivables as another type of transaction or the absence of a true sale of the Sold Receivables.

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14.10 Promptly after receipt by the Purchaser of notice of any claim or the commencement of any action or proceedings with respect to which an amount described in Clause 14.1 or 14.2 or an Indemnified Amount may become payable, the Purchaser will notify the Seller in writing of such a claim or of the commencement of such action. The Seller shall be entitled at its own expense to assume, in the name of the Purchaser, the defence of any claim, action or proceeding of which it has received notice (whether such notice is received from the Purchaser, a taxing jurisdiction or other claimant or a third party) with respect to which an amount described in Clause 14.1 or 14.2 or an Indemnified Amount may become payable and shall be entitled (at its own expense) to take, in the name of the Purchaser, such action as the Seller shall see fit to defend or avoid liability for any such amount described in Clause 14.1 or 14.2 or Indemnified Amount or to recover the same from any third party. The Purchaser shall cooperate fully with the Seller to bring to fruition the rights granted by the Purchaser in the previous sentence, including without limitation, providing all authorizations and powers of attorney required for the Seller to carry out the actions described therein.

15. ASSIGNMENTS AND TRANSFERS

15.1 The Seller shall not be entitled to assign or transfer all or any of its rights, benefits and obligations hereunder.

15.2 The Purchaser may at any time transfer all or part of its rights under this Agreement and the Receivables purchased by it to any third party, upon prompt written notice to the Seller.

16. CONFIDENTIALITY

The Purchaser may not disclose any information which the Purchaser should have reason to believe is proprietary to the Seller, without the expressed written consent of the Seller and Wabco Holdings Inc., other than:

(a) to employees, officers or agents of any of TAPCO, ABN AMRO Bank N.V., the Banks under the Facilities, the Issuer, the Rating Agencies and the Dealers under the Dealer Agreements (but not, for the avoidance of doubt, holders of commercial paper issued thereunder);

(b) in connection with any proceedings arising out of or in connection with this Agreement, any Funding Agreement, each of the Facilities or the preservation or maintenance of its rights thereunder;

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(c) if required to do so by an order of a court of competent jurisdiction whether in pursuance of any procedure for discovering documents or otherwise;

(d) pursuant to any law or regulation or requirement of any governmental agency in accordance with which that party is required or accustomed to act;

(e) to any governmental, banking or taxation authority or competent jurisdiction;

(f) to its auditors or legal or other professional advisers;

Provided that the above restriction shall not apply to:

(i) employees or officers or agents of any of the parties referred to in (i) above, any part of whose functions are or may be in any way related to this Agreement;

(ii) information already known to a recipient otherwise than in breach of this Clause;

(iii) information also received from another source on terms not requiring it to be kept confidential; and

(iv) information which is or becomes publicly available otherwise than in breach of this Clause.

17. CONTRACT FOR THE BENEFIT FOR THIRD PARTIES (ECHTER VERTRAG ZUGUNSTEN DRITTER)

The Purchaser and the Seller make all representations and warranties, covenants and obligations for the benefit of the Onward Purchaser as third party beneficiary within the meaning of a contract for the benefit of third parties under Section 328 German Civil Code (Bürgerliches Gesetzbuch—echter Vertrag zugunsten Dritter) and the Onward Purchaser shall, subject to the terms and conditions hereof, have the benefit of all representations and warranties, covenants and obligations of the Seller hereunder.

18. NO LIABILITY, NO PETITION AND LIMITED RECOURSE

18.1 No recourse under any obligation, covenant, or agreement of the Purchaser contained in this Agreement shall be had against any shareholder, officer or director of the Purchaser, the Onward Purchaser or the Issuer as such, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is a corporate obligation of the Purchaser and no liability shall attach to or be

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incurred by the shareholders, officers, agents or directors of the Purchaser, the Onward Purchaser or the Issuer as such, or any of them, under or by reason of any of the obligations, covenants or agreements of such Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by the Purchaser of any of such obligations, covenants or agreements, either at law or by statute or constitution, of every such shareholder, officer, agent or director is hereby expressly waived by the Seller as a condition of and consideration for the execution of this Agreement save for liability arising as a result of gross negligence (grobe Fahrlässigkeit), wilful default (Vorsatz) or fraud (Betrug) on the part of such shareholder, officer, and/or director.

18.2 The Seller hereby agrees that it shall not, until the expiry of one year and one day after the payment of all sums outstanding and owing under the latest maturing note under the CP Programme:

(a) take any corporate action or other steps or legal proceedings for the winding-up, dissolution or re-organisation of or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of the Purchaser, the Onward Purchaser or Issuer or of any or all the Purchaser’s, the Onward Purchaser’s or Issuer’s revenues and assets; or

(b) have any right to take any steps for the purpose of obtaining payment of any amounts payable to it under this Agreement by the Purchaser, the Onward Purchaser or the Issuer and shall not until such time take any steps to recover any debts whatsoever owing to it by the Purchaser or Issuer.

18.3 Without prejudice and subject to Clauses 18.1 and 18.2, the Seller acknowledges that its recourse against the Purchaser in respect of any matter provided herein shall always be limited at any time to the assets of the Purchaser, and subject to the orders of priority (if any) set out in agreements the Purchaser entered into in the context of the purchase of Receivables hereunder or the financing of such purchase.

19. WAIVER

19.1 No failure on the part of the Purchaser to exercise, or delay on its part in exercising, any right shall operate as a waiver thereof, nor shall any single or partial exercise by the Purchaser of any right preclude any further or other exercise of such right or the exercise by the Purchaser of any other right.

19.2 The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

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19.3 No claim by the Purchaser for recission, termination or damages against the Seller or any other person under this Agreement or under law shall be subject to any right of the Seller or such other person to (a) subsequent performance (Nacherfüllung/Nachbesserung) and/or (b) any grace period (Fristsetzung), unless expressly agreed by the Purchaser.

20. PARTIAL INVALIDITY

Without prejudice to any other provision hereof, if one or more provisions hereof is or becomes invalid, illegal or unenforceable in any respect in any jurisdiction or with respect to any party such invalidity, illegality or unenforceability in such jurisdiction or with respect to such party or parties shall not, to the fullest extent permitted by applicable law, render invalid, illegal or unenforceable such provision or provisions in any other jurisdiction or with respect to any other party or parties hereto. Such invalid, illegal or unenforceable provision shall be replaced by the parties with a provision which comes as close as reasonably possible to the commercial intentions of the invalid, illegal or unenforceable provision.

21. NOTICES AND AMENDMENTS

21.1 Each communication to be made hereunder shall, (except expressly permitted otherwise) be made in writing but, unless otherwise stated, may be made by facsimile or letter.

21.2 Any communication or document to be made or delivered by any one person to another pursuant to this Agreement shall (unless that other person has by fifteen calendar days’ written notice to the other specified another address) be made or delivered to that other person at the address identified in Schedule 2 to this Agreement and shall be deemed to have been made or delivered (in the case of any communication made by facsimile) when despatched or (in the case of any communication made by letter) when left at that address. Any communication sent by facsimile shall be promptly confirmed by letter but the non-delivery or non-receipt of any such letter shall not affect the validity of the original facsimile communication.

21.3 Each communication and document made or delivered hereunder shall be in English.

22. APPLICABLE LAW AND JURISDICTION

22.1 This Agreement shall be governed by German law.

22.2 Each of the parties hereto irrevocably agrees that the courts of Frankfurt am Main shall have exclusive jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and, for such purposes, irrevocably submits to the jurisdiction of such courts.

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22.3 Each of the parties hereto irrevocably waives any objection which it might now or hereafter have to the courts referred to in Clause 22.2 being nominated as the forum to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Agreement and agrees not to claim that any such court is not a convenient or appropriate forum.

23. FACSIMILE AND COUNTERPARTS

This Agreement may be executed by facsimile and in one or more counterparts.

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SCHEDULE 1

GENERAL TERMS AND CONDITIONS OF THE SELLER

1.0 Basic Terms and Conditions

1.1 These Standard Terms and Conditions of Sale and Delivery (hereinafter referred to as “WABCO-AGB”) only extend to contracts with business men (natural persons or legal entities or all forms of partnership entities with separate legal personality, which enter into the agreement in the course of their self-employed or independent business, § 14 German Civil Code (Bürgerliches Gesetzbuch)), public law entities or public law entities with special public funds.

1.2 Our quotations are subject to change without notice. The conclusion of any sale or delivery agreement is subject to our acknowledgement of order.

1.3 Our WABCO-AGB constitute an integral part of each sale or delivery we conclude, namely any offer, declaration of acceptance or acknowledgement of orders. Alterations and supplements to the WABCO-AGB require our express written acknowledgement in order to be legally valid.

1.4 The WABCO-AGB shall exclusively apply, save as varied by express agreement accepted in writing by both parties. Any standard terms of business proposed by the Buyer and as regards the content conflicting to or different from the WABCO-AGB shall already hereby be objected to and will not be binding upon us unless assented in writing.

1.5 The quantity, quality and description of and any specification for the goods shall be those set out in our quotation (if accepted by the Buyer) or the Buyer’s order (if accepted by us). The Buyer shall as a matter of principle be responsible for insuring the accuracy of the terms of any order submitted by the Buyer. Apart from that, the Buyer shall be responsible for giving us any necessary information relating to the goods within a sufficient time to enable us to perform the contract in accordance with its terms.

2.0 Prices

2.1 Our prices are for deliveries ex works or warehouse, excluding packaging. Packaging will be charged for at cost price, and will not be taken back. Where we agree to deliver the goods otherwise then at the Buyer’s premises, the Buyer shall be liable to pay our charges for transport, packaging and insurance.

2.2 All prices are stated in EURO plus the respective statutory value added tax.

2.3 We reserve the right, by giving notice to the Buyer at any time before delivery, to increase the price of the goods to reflect increase in the costs to us which is due to any factor beyond the control of us (such as foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of materials or other cots of manufacture) or any change in delivery dates.

3.0 Delivery and transfer of risk

3.1 Unless otherwise specifically agreed with the Buyer, details on date and/or time of delivery are based on the departure of the ordered goods from the WABCO factory and are not binding.

3.2 To the extent that they have an impact on the production and delivery of the delivery item, acts of God, industrial disputes and other occurrences with no fault of WABCO involved shall entitle us to extend the delivery deadline appropriately. This shall also apply in the event that the aforementioned occurrences take place at a time at which we are in default.

3.3 In the event that we are in default the Buyer shall be entitled to withdraw from the supply and/or delivery agreement after expiry of a reasonable grace period.

3.4 The risk shall be transferred to the Buyer at latest on dispatch of the delivery item, even if partial deliveries are being made or if we have undertaken to provide other performances such as, for example, delivery free domicile or payment of transport/shipping costs.

3.5 Partial deliveries shall be permissible.

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4.0 Payment

4.1 Payments shall be made within 30 days of the date of invoice and without any deduction of any kind to a payment centre to be specified by our company; the date of receipt of payment shall be decisive.

4.2 If the Buyer fails to make any payment on the due date—without prejudice to any other rights or remedy available to us—we shall at our discretion be entitled to:

- suspend any further deliveries to the Buyer; or

- charge the Buyer interest on the amount unpaid, at the rate of 8 per cent per annum above Base Interest Rate until payment in full is made or

- rescind from the contract, if the Buyer has not fulfilled his payment obligations within a reasonable additional grace period or if such grace period should be legally superfluous for specific reasons.

4.3 Payment shall preferably be effected by bank transfer. The acceptance of bills or cheques shall require our consent. No cheque or bill of exchange will be considered as fulfilment of the payment obligation. International deliveries shall be subject to the opening of a irrevocable/confirmed letter of credit by the Buyer’s bank (or any bank acceptable to us). Any letter of credit will be issued in accordance with the Uniform Customs and Practice for Documentary Credits, 1993 revision, ICC publication no. 500.

4.4 We shall be entitled to demand for cash on delivery.

4.5 We shall be entitled to demand advance payment or the furnishing of collateral in respect of all transactions currently in progress in the event that the Buyer’s ability to pay should diminish after conclusion of contract or if it should subsequently come to our attention that there are doubts as to the Buyer’s liquidity. If the Buyer is in arrears, any and all payments he owes to us—including those which have been deferred—shall become immediately payable. Other legal claims over and beyond this shall remain unaffected.

4.6 The Buyer may only withhold payments or offset against any counterclaims if such counterclaims have been legally established or are indisputed.

5.0 Reservation of ownership

5.1 We reserve the ownership of any and all goods we deliver until they have been paid for in full.

5.2 Before having paid for it in full, the Buyer may neither pledge nor assign the delivery item as security. The Buyer shall inform us in writing without delay in the event of seizure or any other such action on the part of third parties in order to enable us to seek a court injunction in accordance with § 771 of the German Code of Civil Procedure. If the Buyer fails to do so in due time he will be held liable for any damages caused.

5.3 The Buyer shall be entitled to resell the delivery item within the framework of proper business activity. The Buyer herewith and now assigns to us all receivables to the amount of the invoice value of the reserved goods which arise to him vis-à-vis the purchaser or third parties. Even after such assignment the Buyer shall remain authorised to collect such receivables provided he acts in accordance with the contract and is not subject to insolvency. Our entitlement to collect such receivables ourselves shall remain unaffected. We undertake to refrain from collecting such receivables provided that the Buyer meets his payment obligations to us in due form and is not subject to insolvency. If this is not the case we may then demand that the Buyer discloses to us the assigned claims and the related debtors, provides us with all details to enable collection, hands over the relevant documentation and notifies the debtors of this assignment.

5.4 If reserved goods are processed or altered, even together with other items that do not belong to us, then we shall be entitled to co-ownership of the new item according to the proportion of the invoice value of the reserved item vis-a-vis the value of the new item at the time of such processing or alteration. The Buyer shall store all items regarding which we have co-ownership for us at no cost.

5.5 If the value of the collateral provided to us should in total exceed the claims for which the collateral has been provided by more than 20 per cent then we shall be obliged to release collateral to such extent, if requested by the Buyer. It is our choice which collateral shall be released.

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6.0 Liability

To the exclusion of any further claims we shall be liable for defects in the supplied items as follows:

6.1 The warranty period for original WABCO parts is 24 months as from the passing of the risk (according to 3.4).

6.2 The right of removal of faults yielded to the Buyer is primary to the right of correction (in other words subsequent improvement or delivery of a substitute). We have the choice between subsequent improvement or subsequent delivery. Parts we replace shall pass into our possession. Should the subsequent improvement or substitute delivery fail, the Buyer may at his own choice demand reduction of the price or rescind from the contract.

6.3 We are only liable for damages resulting from our gross negligence or wilful misconduct of our legal representatives or our other vicarious agents (so called “Erfüllungsgehilfen”). Our liability for simple negligence, including the simple negligence of our legal representatives or other vicarious agents is expressly excluded.

Our liability for damages according to the applicable statutory law based on an express guarantee assumed by us or the culpable infringement of one of our essential contractual obligations (so called “wesentliche Vertragspflichten”) shall remain unaffected by the above mentioned limitations on our liability as does our liability based on the culpable injury to life and limb or physical health of a person, the German Produkthaftungsgesetz (German Product Liability Law) or other liability provisions mandatory under German law.

6.4 Complaints about recognisable defects as well as those concerning incomplete or incorrect deliveries shall be asserted well grounded in writing and in accordance with § 377 German Commercial Code (Handelsgesetzbuch). Complaints about hidden defects shall be asserted in the aforementioned form and in accordance with § 377 German Commercial Code (Handelsgesetzbuch).

6.4 Our warranty does not apply to defects which are attributable to circumstances for which we cannot be held liable. Such circumstances include, for example, non-compliance with installation and/or operating instructions, maintenance errors, inappropriate or improper use, incorrect or negligent handling, normal wear and tear as well as improper interference with the delivery item on the part of the Buyer or third parties.

6.5 Parts complained about are to be submitted to us carefully packed and with closed connections.

7.0 Use of software

On his purchase of items requiring software for their operation or on his purchase of software as such, the Buyer is, without separate charge, granted the right to use the software provided by us with the capability characteristics provided for by us, but only for the operation of the items supplied or specified by us. All other rights pertaining to the software shall remain with us. This, for example, means that the Buyer is in particular not entitled to reproduce in any type or form software originating from us without our prior written consent or to make it available or accessible to any third parties not authorised accordingly by us, as long as the Buyer does not resell the item to a third party and in this context must enable the third party the use of the software.

8.0 Conditions of replacement

8.1 If an appliance is returned to us without any cost to ourselves, the Buyer may then obtain a replacement appliance within the framework of and subject to the respective conditions of our replacement scheme. Repairs to our appliances are not be carried out by ourselves.

8.2 Original replacement appliances are marked with a red type plate. Such plates generally have a “7” as last digit of the appliance number. Original replacement appliances are subject to these WABCO-AGB.

9.0 Miscellaneous clauses

9.1 We reserve the right to improve or modify any of the products without prior notice, provided that such improvement or modification shall not effect the form and function of the product.

9.2 Any specification, sales literature, quotation etc. shall be strictly confidential and must not be made available to third parties.

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10.0 Applicable law, place of fulfilment, place of jurisdiction

10.1 These terms and conditions are exclusively subject to the law of the Federal Republic of Germany, excluding the provisions of the United Nations Convention on Contracts for the International Sale of Goods (CISC) and any conflict of law provisions that would require application of another law.

10.2 Place of fulfilment shall be the headquarters of the invoicing party.

10.3 In the case of any disputes arising from or in connection with the contractual relationship we shall—if the Buyer is a businessman, a public law entity or a public law entity with special public funds—be entitled to submit to the court responsible for our headquarters (Hanover). Additionally, we shall have the right to bring a claim before the court of the Buyer’s registered seat of business or at our discretion before any other court being competent according to any national or international law.

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SCHEDULE 2

ADDRESSES FOR NOTICE

TO THE SELLER:
WABCO Fahrzeugsysteme GmbH c/o WABCO Europe Sprl Chaussee de Wavre 1789 1160 Bruxelles Belgium
Attn.:	Malcolm Gilbert/Jef Van Osta
Fax:	+32 2 663 98 95
TO THE PURCHASER:
WABCO CO FUNDING SPRL
Rue de Genval 20 1301 Bierges Belgium
Attn.:	Paul Chardome
Fax:	+32 1 620 0820
WITH A COPY TO:
ABN AMRO Bank N.V.
Gustav Mahlerlaan 10 1082 PP Amsterdam The Netherlands
Attn.:	Tuncay Sevincer
Fax	+31 20 628 46 66

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SCHEDULE 3

FORM OF OFFER, SCHEDULE TO OFFER AND ACCEPTANCE

Part 1

Form of Offer

To: Wabco Funding SPRL

From: WABCO Fahrzeugsysteme GmbH

Dated: [—]

Dear Sirs,

1. We refer to a receivables sale agreement (such agreement, as from time to time amended, supplemented or novated being herein called the “Receivables Sale Agreement”) dated on or about 28 April 2008 and originally made between yourselves as Purchaser and ourselves as Seller.

2. Terms defined in the Receivables Sale Agreement shall bear the same meaning herein.

3. We hereby offer to sell, to assign and to transfer to you, pursuant to the Receivables Sale Agreement, the Receivables listed in the Schedule hereto and the Related Security at a Purchase Price calculated in accordance with the Receivables Sale Agreement and notify you that:

(a)

(i) the aggregate Nominal Amount of all the offered Receivables, calculated as at the date hereof, is [—];

(ii) the Purchase Price in respect of all the offered Receivables, calculated as at the date hereof, is [—]; and

(b) the Purchase Price is to be paid into account no. [specify number] in the name of [specify account name] at [specify bank name and address].

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This Offer constitutes an irrevocable offer by us binding upon us to assign and to sell to you the ownership interest in the Receivables and Related Security referred to in this Offer. By virtue of making this Offer we confirm and repeat the representations and warranties given to you under Clause 10, in particular, without limitation, in relation to the Receivables the subject of this Offer we repeat all representations and confirm all warranties set forth under Clause 10.3 of the Receivables Sale Agreement.

Yours faithfully,

for and on behalf of

WABCO Fahrzeugsysteme GmbH

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Part 2

SCHEDULE TO OFFER: LIST OF RECEIVABLES AND RELATED

SECURITY

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Part 3

Form of Acceptance of Offer of Receivables

To: WABCO Fahrzeugsysteme GmbH as Seller

From: Wabco Funding SPRL as Purchaser

Dated: [insert date]

Dear Sirs

1. We refer to your letter dated [insert date] in relation to a receivables sale agreement (such receivables sale agreement, as from time to time amended, supplemented or novated being herein called the “Receivables Sale Agreement”) dated on or about 28 April 2008 and originally made between ourselves as Purchaser and yourselves as Seller (that letter being herein called the “Offer”).

2. Terms defined in the Receivables Sale Agreement shall bear the same meaning herein.

3. We hereby accept to purchase from you, pursuant to the Receivables Sale Agreement, the Receivables and the Related Security at the Purchase Price calculated in accordance with the Receivables Sale Agreement and confirm that we will pay the Purchase Price in the amount of [insert amount and currency] less any set-offs made pursuant to Clause 4 below, into account no. [insert account number] in the name of [Seller] at [insert name of bank], bank sorting code No. [insert] on [specify actual Purchase Date].

4. We hereby set-off the Purchase Price in the amount of [—] against payment obligations of the Servicer against resulting under and from [Drafting Note: specify reason for set-off and why Purchaser has the right to set off the claim for disbursements of Collections: i.e. because TAPCO has allowed it to set off its Purchase Price payment obligation against the Seller’s/ Servicer’s obligation to pay out collections from time to time].

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5. We hereby confirm our acceptance of the assignment of the Receivables and the Related Security specified in your Offer.

Yours faithfully,

for and on behalf of

Wabco Funding SPRL

Name:

Title:

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PART 4

Form of Receipt of the Purchase Price

To: Wabco Funding SPRL

From: WABCO Fahrzeugsysteme GmbH

Dated: [—]

Dear Sirs,

1. We refer to your [letter dated [insert date] [Drafting Note: in relation to all purchases subsequent to the first purchase / payment [Drafting Note: in relation to the first purchase]] in relation to our offer under Clause 2 of a receivables sale agreement (such receivables sale agreement, as from time to time amended, supplemented or novated being herein called the “Receivables Sale Agreement”) dated on or about 28 April 2008 and originally made between ourselves as Purchaser and yourselves as Seller (that letter being herein called the “Acceptance”).

2. Terms defined in the Receivables Sale Agreement shall bear the same meaning herein.

3. We hereby acknowledge receipt of the Purchase Price in the amount of [—] on the [specify date] in respect of the Receivables identified in the offer dated [—], calculated in accordance with the Receivables Sale Agreement [less the amount of [—] which was set off by you as per your acceptance in accordance with the Receivables Sale Agreement Drafting Note: set-off probably not applicable in relation to first purchase].

Yours faithfully,

for and on behalf of

WABCO Fahrzeugsysteme GmbH

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SCHEDULE 4

OFFICER CERTIFICATE

[Paper head of WABCO Fahrzeugsysteme GmbH]

[Date]

TO WHOM IT MAY CONCERN

This is to certify that we have, pursuant to a Receivables Sale Agreement dated on or about 28 April 2008, sold our receivables to Wabco Funding SPRL.

If you receive notification of the sale of receivables pursuant to the above-mentioned Agreement, please follow the instructions of Wabco Funding SPRL and make any payments owed by you to us as directed by them.

Made on [—].

WABCO Fahrzeugsysteme GmbH

Name:

Title:

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SCHEDULE 5

CONDITIONS PRECEDENT

1. Confirmation of ABN AMRO that the “know your client procedures” has been successfully completed in relation to the Seller.

2. Delivery of copies of a resolution of the Seller’s managing director(s) (Geschäftsführer), and any other necessary corporate documents, approving this Agreement and the other documents to be delivered by the Seller and the transactions contemplated hereunder or a letter confirming that no such resolution or corporate document or other document is necessary to approve such agreements or documents (in respect of the first Purchase only).

3. Delivery of

(a) a certificate of the Seller substantially in the form of Schedule 6 hereto executed by its managing director(s) (Geschäftsführer) certifying the names and signatures of the officers authorised on behalf of the Seller to make Offers and to fulfil the other obligations contemplated under this Agreement and any other documents to be delivered by the Seller hereunder, on which certificate the Purchaser may conclusively rely until such time as the Purchaser shall receive from the Seller a revised certificate meeting the requirements of this paragraph 3 and

(b) an officially certified and updated excerpt from the Commercial Register (Handelsregister) relating to the Seller indicating the names of the managing director(s) (Geschäftsführer) of the Seller and their authority to sign on behalf of the Seller individually or otherwise (in respect of the first Purchase only) which is not older than 15 calendar days from the date hereof.

4. a legal opinion by the internal legal department of the Seller confirming that the entering into of this Agreement by the Seller and the transactions contemplated thereby does not conflict with such statutes and that it is legal and binding upon the Seller.

5. A legal opinion as to German law from Clifford Chance Frankfurt in form and substance acceptable to the Purchaser.

6. Copy of the latest audited annual and semi annual (if any) financial statements of the Seller.

7. Copy of any other statements or contracts the Purchaser deems necessary with regard to Receivables offered from time to time for Purchase hereunder.

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8. Delivery to the Purchaser of a duly signed solvency certificate in respect of the Seller.

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SCHEDULE 6

AUTHORITIES TO REPRESENT AND SIGN

For the purposes of the Receivables Sale Agreement dated on or about 28 April 2008 and entered into between WABCO Fahrzeugsysteme GMBH and Wabco Funding SPRL the (“Receivables Sale Agreement”) on which this Sixth Schedule is based, the following authorities to represent and sign, as notified by ourselves, shall be valid for business transactions with Wabco Funding SPRL and Tulip Asset Purchase Company B.V. under the Receivables Sale Agreement and all agreements relating thereto until they shall have been revoked by ourselves in writing vis-à-vis Wabco Funding SPRL and Tulip Asset Purchase Company B.V. The persons hereby notified by ourselves to Wabco Funding SPRL and Tulip Asset Purchase Company B.V. shall further be entitled, until written revocation of authorities by ourselves, to give or enter into any declarations or actions related to the implementation, settlement and enforcement of the Receivables Sale Agreement. Any of the persons set out below shall be entitled to represent the Seller to this extent individually (Einzelvollmacht).

1.	[—]
		(specimen signature)
2.	[—]
		(specimen signature)
3.	[—]
		(specimen signature)

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EXECUTION PAGE

Made in three originals on 28 April 2008.

SELLER:

WABCO Fahrzeugsysteme GmbH
Name:	MALCOLM GILBERT	Name:
Title:		Title:

PURCHASER:

WABCO FUNDING SPRL
Name:		Name:
Title:	Manager	Title:

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EX-10.3

Exhibit 10.3

CLIFFORD CHANCE EUROPE LLP

Execution version

Dated 28 April 2008

WABCO FRANCE S.A.S

as Seller

and

ABN AMRO BANK N.V., AMSTERDAM BRANCH

as Initial Purchaser

RECEIVABLES SALE AGREEMENT

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CONTENTS

1.	Definitions	4
2.	Offer for Receivables	12
3.	Acceptance, Purchase and Assignment	13
4.	Payment of the purchase price	14
5.	Perfection and further assurance	15
6.	Appointment of French Servicer	16
7.	Insolvency risk	17
8.	Deemed Collections	17
9.	Default interest	18
10.	Representations and warranties of the Seller	18
11.	Representations and warranties of the Initial Purchaser	19
12.	Covenants	20
13.	Duration, Termination and Default	22
14.	Taxes, Increased Costs and indemnities	23
15.	Transfers	28
16.	Confidentiality	28
17.	Stipulation pour autrui	29
18.	No Liability and No Petition and limited recourse	29
19.	Waiver	30
20.	Partial Invalidity	30
21.	Notices and Amendments	30
22.	Applicable law and jurisdiction	30
SCHEDULE 1 General Terms and Conditions		32
SCHEDULE 2 Addresses for Notice		36
SCHEDULE 3 Form of Offer		37
SCHEDULE 4 Eligible Receivables and Eligible Debtors		38

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SCHEDULE 5 Certificate of Officer	42
SCHEDULE 6 Conditions Precedent	43
SCHEDULE 7 Acte de Cession de Créances Professionnelles	44
SCHEDULE 8 Notification au Débiteur d’une Créance Cédée en Application des Articles L. 313-23 à 313-34 du Code Monétaire et Financier (Lettre Recommandée avec Accusé de Réception)	48
SCHEDULE 9 Acte d’Acceptation de la Cession d’une Créance Professionnelle en Application des Articles L. 313-23 à L. 313-34 du Code Monétaire et Financier (Lettre Recommandée avec Accusé de Réception)	50
SCHEDULE 10 Form of Letter of Acceptance of Stipulation Pour Autrui	52
SCHEDULE 11 TEG Letter	53
SCHEDULE 12 Modèle de Quittance Subrogative	54

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THIS RECEIVABLES SALE AGREEMENT is dated 28 April 2008

BETWEEN:

(1) WABCO FRANCE S.A.S, a société par actions simplifiée, incorporated under the laws of France registered under number R.C.S. Meaux B 313 497 786 and having its registered office at 44 Avenue Aristide Briand, B.P.12 - 77410 Claye Souilly, France, (the “Seller” and/or the “Servicer”); and

(2) ABN AMRO BANK N.V., a public limited liability company (naamloze venootschap) incorporated under the laws of the Netherlands and having its corporate seat in Amsterdam and its registered office at Gustav Mahlerlaan 10, 1082 PP Amsterdam, acting through its Amsterdam branch (the “Initial Purchaser”)

WHEREAS:

(A) The Seller originates trade receivables in the course of its business. The parties wish to arrange for the sale on a continuing basis by the Seller to the Initial Purchaser of trade receivables originated by the Seller.

(B) The Seller acknowledges that the Initial Purchaser may on-sell a number of Receivables to Wabco Funding SPRL as purchaser pursuant to the Onward Sale Agreement (the “Purchaser”) and the Purchaser may on-sell a number of Receivables to Tulip Asset Purchase Company B.V. (the “Onward Purchaser” or “TAPCO”) as part of a trade receivables securitisation transaction for certain European Subsidiaries of Wabco Holdings Inc.

IT HAS BEEN AGREED AS FOLLOWS:

1. DEFINITIONS

1.1 Unless otherwise defined in this Agreement or required by the context, capitalised terms and expressions used in this Agreement shall have the meanings and constructions ascribed to them in the Receivables Purchase Agreement and in the recitals hereto.

1.2 In this Agreement, except as the context otherwise requires:

“Advances” means all Advances and Same Day Advances made pursuant to the Liquidity Facility Agreement (as defined therein), all Drawings under the Euro Standby Letter of Credit Agreement and all drawings made under the Euro Programme Enhancement Facility Agreement (in each case as defined therein);

“Adverse Claim” means any ownership interest, lien (including without limitation any lien by attachment or retention of title (réserve de propriété)), charge, encumbrance, proprietary or security interest, right of retention, lien or privilège or other right or claim in, over or on any person’s assets or properties in favour of any other person (but excluding the rights of the Debtor under any Contract in respect of the use or possession of goods which are the subject of such Contract);

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“Aggregate Outstanding Nominal Amount” means at any time, with respect to all Sold Receivables, the aggregate Outstanding Nominal Amount of each Sold Receivable;

“Average Collection Period” means at any time the latest figure published by the Seller for the average number of days between the invoice date of its Receivables and the date of collection of such Receivables;

“ABCP” means Asset Backed Commercial Paper;

“ABN AMRO” means 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, 1000 EA Amsterdam, The Netherlands;

“Banks” means ABN AMRO or its branches together with Rabobank [International]

“Business Day” means any day (other than a Saturday or a Sunday) on which banks are open for business in London, Amsterdam, Brussels, Paris and New York and, if such reference relates to the date for the payment or purchase of any sum denominated in any currency not the lawful currency in London, Amsterdam, Brussels, Paris or New York, any day on which banks in the principal financial centre of the country of such currency are open for business;

“Collections” means, with respect to any Sold Receivable, all amounts received or recovered in respect of such Sold Receivable including (without limitation) the following:

(i) all cash collections, finance, interest, late payment or similar charges and other cash proceeds of such Receivable;

(ii) related payments or damages or other cash proceeds of such Receivable or other amounts received or recovered in respect thereof (including, for the avoidance of doubt, the Credit Insurance Policy);

(iii) any payment made on any bill of exchange, promissory note or other negotiable instrument issued in respect of such Sold Receivable to any holder thereof;

(iv) all cash proceeds of Related Security with respect to such Sold Receivable; and

(v) any Deemed Collections of such Sold Receivable;

“Conditions Precedent” means the conditions precedent to the valid delivery of an Offer set out in Schedule 6 (Conditions Precedent);

“Contract” means each of the agreements between the Seller and a Debtor which is subject to the General Terms and Conditions set out in Schedule 1 (General Terms and Conditions), pursuant to which a Debtor shall be obliged to pay for goods purchased from or services provided by the Seller;

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“CP Programme” means the commercial paper programme established by the Issuer pursuant to the Dealer Agreements;

“Credit and Collection Policies” means the collection policies and practices from time to time applied by the Seller and notified in writing to the Initial Purchaser and to the Onward Purchaser in relation to Receivables in accordance with the laws of the jurisdiction in which the Seller originates or administers Receivables;

“Debtor” means a person (i) set out in the records of the Seller as being obliged to make payments for the provision of goods or services provided by the Seller evidenced by a Contract for which an invoice has been issued (or, if different, the person so obliged), (ii) which is not an individual including individuals as partners, other than sole traders or professionals which has the benefit of consumer credit legislation and (iii) which is located in France;

“Deemed Collections” has the meaning set out in Clause 8 (Deemed Collections);

“Defaulted Receivable” means any Sold Receivable (other than a Disputed Receivable) in respect of which:

(i) the Servicer has not been paid by the relevant Debtor (including, without limitation, payments made by third parties on behalf of the Debtor) by the end of the Collection Period (as defined in the Receivables Purchase Agreement) during which such Sold Receivable becomes more than 90 days overdue for payment from its Receivable Due Date (as defined in the Receivables Purchase Agreement); or

(ii) the related Debtor is insolvent or the related Debtor has entered into Insolvency Proceedings and which has not been taken into account under (i) above; or

(iii) a declaration has been made by the Seller or by the Servicer, if the Seller is no longer the Servicer, that such Sold Receivable is irrecoverable; or

(iv) legal proceedings have been commenced for its recovery;

(v) the Servicer has transferred to the doubtful receivables account; or

(vi) which has become a written-off Receivable;

For these purposes, if a Sold Receivable is credit-insured with an insurance company acceptable to TAPCO only the uninsured portion of such Sold Receivables shall be deemed a Defaulted Receivable;

“Disputed Receivable” means any Receivable in respect of which payment is disputed in whole or in part, with or without justification, by the Debtor owing such Receivable whether by reason of any matter concerning the goods or services in respect of which the original invoice was issued or by reason of any other matter whatsoever or in respect of which a set-off or counterclaim is being claimed by such Debtor;

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“EURIBOR” means:

(a) the percentage rate per annum equal to the offered quotation which appears on the page of the Telerate Screen which displays the rate of Banking Federation of the European Union for the euro (being currently page 248) for such period as of 11.00 a.m. (Brussels time) on the relevant calculation date or, if such page or such service shall cease to be available, such other page or such other service for the purpose of displaying the rate of the Banking Federation of the European Union as ABN AMRO Bank N.V. shall select; or; or

(b) (if no Screen Rate is available for the relevant period) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Purchaser at its request quoted by the Reference Bank to leading banks in the European interbank market,

as of 11.00 a.m. (Brussels time) on the quotation day for the offering of deposits in euro for a period comparable to the relevant term;

“Eligible Debtor” has the meaning set out under the Schedule 4 (Eligible Receivables and Eligible Debtors);

“Eligible Receivables” has the meaning set out under the Schedule 4 (Eligible Receivables and Eligible Debtors);

“Event of Default” has the meaning defined in Clause 13.2;

“Facilities” means each of the Liquidity Facility Agreement, the Euro Programme Enhancement Facility Agreement and the Euro Standby Letter of Credit Agreement;

“French Servicing Agreement” means the servicing agreement of even date herewith made between the Seller and TAPCO;

“Funding Agreements” means the loan agreement between TAPCO and the Issuer under which the Issuer may agree from time to time to advance moneys to TAPCO for the purchase of receivables (or the funding of the purchase of receivables) and any other agreement whereby TAPCO acquires or may acquire funds for the purposes of purchasing Purchased Receivables (as defined under the Receivables Purchase Agreement), but shall exclude the Facilities;

“Funding SPV” means Wabco Funding SPRL, a Belgian company with its registered office at Rue de Genval 20, 1301 Bierges, Belgium;

“General Terms and Conditions” means the general terms and conditions in relation to the origination of Receivables by the Seller as set-out in Schedule 1 (General Terms and Conditions) hereto;

“Indemnified Amounts” has the meaning set out in Clause 14.9;

“Information File” means the computerised information file, diskette or any other available technology compatible with the systems of the Initial Purchaser to be appended to each Form of Assignment delivered by the Seller which shall contain the following information in respect of each Receivable (a) the Debtor name, (b) the

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Debtor registered office, (c) the Debtor number (numéro siret); (d) the Nominal Amount of each Receivable sold; (e) the invoice number; (f) the Invoice Date; (g) the place of payment; and (h) the Receivable Due Date;

“Initial Purchaser” has the meaning set forth in the recitals hereto;

“Initial Purchaser Account” means the account held in the name of the Initial Purchaser with ABN AMRO Bank N.V., Amsterdam branch as notified to the Seller from time to time;

“Insolvency Event” means, in relation to any party, that the relevant party is, or has publicly declared being, either unable to fulfil its payment obligations as they become due (cessation de paiements) or that the liabilities of that party exceed its available assets being subject to an alert procedure initiated by its auditors (commissaires aux comptes) pursuant to Articles L. 234-1 to L. 234-4 of the Commercial Code or refers to the equivalent or analogous proceedings under the laws of the jurisdiction in which such party is incorporated (or, if not a company or corporation, domiciled) or any jurisdiction in which such party has its principal place of business;

“Insolvency Official” means, in connection with any Insolvency Proceedings, in relation to a company, an administrateur provisoire, an administrateur judiciaire, a liquidateur judiciaire, a mandataire ad hoc, a conciliateur or other similar officer in respect of such company or in respect of all (or substantially all) of the company’s assets or in respect of any arrangement, compromise or composition with any creditors or any equivalent or analogous officer under the law of any jurisdiction;

“Insolvency Proceedings” means, under French law, a judicial settlement (redressement judiciaire) and/or a judicial winding-up (liquidation judiciaire) within the meaning ascribed to such terms under Articles L. 631-1 to L. 644-6 of the French Commercial Code;

“Issuer” means Tulip Euro Funding Corporation Limited, a limited liability company incorporated in Jersey and having its registered office at 26 New Street, St Helier, Jersey, Channel Islands;

“Liquidity Facility Agreement” means the liquidity facility agreement entered into between ABN AMRO Bank N.V., TAPCO and the Banks (as defined therein) and any extension or renewal thereof;

“Loan Agreement” means the loan agreement to be entered into between the Purchaser as Borrower and Wabco Financial Services SPRL, as Lender;

“Loans” means all outstanding loans or part thereof made to TAPCO pursuant to the Funding Agreement for the purpose of financing or refinancing any purchase under the Receivables Purchase Agreement;

“Matured Value” means, in respect of any Loan, the sum of (a) the principal amount thereof, (b) all unpaid interest which is scheduled to become due (whether or not then due) under such Loan and (c) all unpaid fees and other amounts which are then known and scheduled to become due (whether or not then due) on, or in connection with such Loan, in each case payable to, or for the benefit of the Issuer; for the purposes of

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calculating whether the Aggregate Receivables Investment (as defined in the Receivables Purchase Agreement) denominated in euro or Sterling exceeds the Matured Value of the Loans, as the case may be, the Outstanding Nominal Amount of each Receivable shall be converted into US dollars using the rate of exchange contracted in the Hedging Transaction (as defined in the Receivables Purchase Agreement) entered into by TAPCO to hedge its exposure under the Funding Agreement in connection with the funding of the purchase of such Receivable for the delivery to TAPCO of US dollars against the delivery by TAPCO of euro or Sterling;

“Nominal Amount” means, with respect to any Receivable, the principal amount of such Receivable as reflected in the books of the Seller (including any applicable VAT);

“Offer” means a written offer substantially in the form set out in Schedule 3 (Form of offer);

“Offer Date” means a day which is two Business Days prior to a Purchase Date;

“Onward Purchaser” has the meaning set forth in the recitals hereto;

“Onward Sale Agreement” means the onward sale agreement dated as of the date hereof between Wabco Funding SPRL, as Purchaser, and ABN AMRO Bank N.V., Amsterdam branch, as Initial Purchaser;

“Other Receivables Sale Agreements” means each of the following agreements:

(a) the Receivables Sale Agreements dated on or about the date hereof and made between the Purchaser and Wabco Fahrzeugsysteme GmbH;

(b) the Receivables Securitisation Deeds dated on or about the date hereof and made between the Purchaser and Wabco Automotive U.K. Limited;

(c) the Onward Sale Agreement dated on or about the date hereof and made between ABN AMRO Bank N.V. (Amsterdam Branch) and Wabco Funding SPRL, and

(d) any other Receivables Sale Agreement to be entered into by the Purchaser and a Seller from time to time, with the prior written consent of the Onward Purchaser;

“Other Servicing Agreements” means each of the following agreements:

(a) the Servicing Agreements dated on or about the date hereof and made between TAPCO and each of WABCO Fahrzeugsysteme GmbH, Wabco Automotive U.K. Limited and Wabco France S.A.S. respectively;

(b) any other Servicing Agreement to be entered into by TAPCO and a Seller (as defined in the RPA) from time to time.

“Outstanding Nominal Amount” means at any time, with respect to any Sold Receivable, the Nominal Amount of such Sold Receivable as determined by the most recent Monthly Report less the amount of Collections received by the Onward Purchaser and applied to the Nominal Amount of such Sold Receivable provided that

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such Outstanding Nominal Amount shall be restored in the amount and to the extent of any Collections so received and applied if at any time the distribution of such Collections is rescinded or must otherwise be returned for any reason. For these purposes, Collections shall not be treated as “received” by the Onward Purchaser until they have been credited to the Operating Account or applied to amounts due by the Onward Purchaser pursuant to Clause 9 (Netting-off of payments) of the Receivables Purchase Agreement;

“Programme Limit” means shall have the meaning ascribed to such term in the RPA;

“Purchase Date” means, with respect to any sale of Receivables, the date upon which such sale is completed in accordance with Clause 3 (Acceptance, Purchase and Assignment) of this Agreement;

“Purchase Price” has the meaning ascribed to such term in Clause 4 (Payment of the Purchase Price);

“Receivables” means the aggregate amount payable in relation to Eligible Receivables originated by the Sellers;

“Receivables Purchase Agreement” or “RPA” means the receivables purchase agreement dated 28 April 2008 and made between Wabco Funding SPRL and Tulip Asset Purchase Company B.V. providing for the on-sale by Wabco Funding SPRL to Tulip Asset Purchase Company B.V. of certain Receivables purchased under this Agreement;

“Records” means, in respect of any Receivable, all Contracts, correspondence, notes of dealings and other documents, books, books of account, registers, records and other information (including, without limitation, computer programmes, tapes, discs, CD-Roms, punch cards, data processing software and related property and rights or other media data storage) maintained (and recreated in the event of destruction of the originals thereof) with respect to such Receivable, related security and the related Debtor;

“Related Security” means with respect to any Receivable:

(c) all Adverse Claims of the Seller on any property from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements signed by a Debtor describing any collateral security securing such Receivables;

(d) all guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise;

(e) all Records related to such Receivable; and

(f) all proceeds at any time howsoever arising out of the resale, redemption or other disposal of (net of collection costs), or dealing with, or judgements relating to, any of the foregoing, any debts represented thereby, and all rights of action against any person in connection therewith.

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“Relevant Claim” means, in respect of any tax for which the Seller would be liable to pay, indemnify or make an additional payment to the Initial Purchaser under Clause 14 (Taxes, Increased Costs and Indemnities), any claim, assessment, notice, demand or other document issued or action taken by or on behalf of a tax authority by which the Initial Purchaser is liable or is sought to be made liable to make a payment to the tax authority or to another person or is denied or sought to be denied a Relief;

“Relief” means any loss, relief, allowance, exemption, set-off, deduction, right to repayment or credit or other relief of a similar nature granted by or available in relation to tax pursuant any legislation or otherwise;

“Sale Discount” means, on any Purchase Date, the product of (a) the aggregate Nominal Amount of all Receivables to be purchased on such Purchase Date, and (b) a fraction having as the numerator the Average Collection Period on such Purchase Date, and as denominator 360, and (c) EURIBOR for a duration equal to the Average Collection Period on such Purchase Date (calculated on an actual/360 basis);

“Sale Fee” means, on any Purchase Date, 0.1% of the Nominal Amount of all Receivables to be purchased on such Purchase Date, or such other percentage agreed between the parties;

“Servicer” designates WABCO FRANCE S.A.S, as Servicer, under the Servicing Agreement dated 28 April 2008 and entered into between TAPCO, as Onward Purchaser and WABCO FRANCE S.A.S;

“Sold Receivables” means any Receivable sold and purchased (or, if the context so requires, to be sold and purchased) under this Agreement;

“Subsidiary” shall have the meaning ascribed to such term in the Receivables Purchase Agreement and shall be construed and interprated as in the Receivables Purchase Agreement;

“TAPCO” means Tulip Asset Purchase Company B.V., the Onward Purchaser under the Receivables Purchase Agreement;

“Transaction Documents” means:

(i) this Agreement and any Other Receivables Sale Agreement;

(ii) the Onward Sale Agreement;

(iii) the Receivables Purchase Agreement;

(iv) the Account Administration Agreement;

(v) the Loan Agreement;

(vi) the Facilities; and

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(vii) the French Servicing Agreement and any Other Servicing Agreement;

“Tax Audit” has the meaning set out in Clause 14.6;

“TEG Letter” has the meaning set out in Clause 4.6;

“Termination Date” shall have the meaning ascribed to such term in the Receivables Purchase Agreement;

“Termination Event” shall have the meaning ascribed to such term in the Receivables Purchase Agreement;

“Wabco Funding SPRL” means Wabco Funding SPRL, a company incorporated in Belgium and having its registered office at Rue de Genval 20, 1301 Bierges.

2. OFFER FOR RECEIVABLES

2.1 On each Offer Date after the Conditions Precedent have been fulfilled to the satisfaction of, or waived by, the Initial Purchaser but in any event before the Termination Date, the Seller may offer to sell and to assign, pursuant to Article L.313-23 et seq. of the Monetary and Financial Code, to the Initial Purchaser Receivables and their Related Security by delivering to the Initial Purchaser an Offer in the form attached hereto as Schedule 3 (Form of Offer) and meeting the requirements set forth below.

2.2 Each Offer delivered pursuant to Clause 2.1 shall:

(a) specify the aggregate Nominal Amount of the Receivables to be purchased on such Purchase Date, and the Purchase Price in relation to such Offer;

(b) identify in relation to each such Receivable:

(i) the name, address and account number of the Debtor owing such Receivable;

(ii) the invoice date and invoice number;

(iii) the Receivable due date; and

(iv) the Nominal Amount of such Receivable;

(c) specify the bank and account into which the Purchase Price is to be paid.

(d) be accompanied by a Form of Assignment in the form of Schedule 7 (Acte de Cession de Créances Professionelles) hereto in respect of the Receivables to which such Offer relates and the related Information File duly completed and executed by the Seller but with the date left in blank.

2.3 Delivery of an Offer pursuant to Clause 2.1 shall constitute an irrevocable offer by the Seller binding upon it to sell, to transfer and to assign to the Initial Purchaser on the following Purchase Date each of the Receivables designated in such Offer and the Related Security.

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3. ACCEPTANCE, PURCHASE AND ASSIGNMENT

3.1 Upon delivery of an Offer in accordance with Clause 2 (Offer for Receivables), the Initial Purchaser shall accept such Offer in respect of all Receivables which are the subject of such Offer if:

(a) no Event of Default shall have occurred and be continuing as at the proposed Purchase Date;

(b) the Conditions Precedent have been fulfilled to the satisfaction of the Initial Purchaser or waived by it;

(c) the Offer meets the requirements of Clause 2.2;

(d) the representations and warranties set out in Clause 10 (Representations and Warranties of the Seller) are true in each and every respect;

(e) on the proposed Purchase Date, assuming the Offer is accepted, the aggregate Receivables Investment would be equal to or higher than the sum of (i) the Matured Value of the Loans outstanding from the Issuer to the Onwards Purchaser and (ii) all outstanding Advances (where applicable, such amounts to be converted to euro at the rate specified in the relevant hedging agreement);

by countersigning the Form of Assignment that is attached to each Offer and dating them as of the Purchase Date. Upon such acceptance, the Initial Purchaser shall credit, not later than 2:15 p.m. (Brussels time) on the relevant Purchase Date, in the account specified in the Offer in immediately available funds on the relevant Purchase Date, a sum equal to the Purchase Price. Such Receivables and the Related Security shall be deemed to be assigned to the Initial Purchaser (in accordance with this Agreement and the sole operation of law) on such date.

3.2 Each Offer may be accepted only with respect to the Receivables specified in the relevant Offer.

3.3 The Seller shall indemnify the Initial Purchaser against any loss or expense incurred by the Initial Purchaser as a result of any purported revocation of an Offer or any failure by the Seller to complete the sale, purchase and assignment of the Receivables specified in an Offer other than any loss or expense resulting from the negligence or default on the part of the Initial Purchaser in connection therewith (including, for the avoidance of doubt, the Initial Purchaser’s compliance with its obligations under Clause 3.1) and in no event shall the Seller be liable for any special, punitive or consequential damages asserted by the Initial Purchaser.

3.4 If any Receivable or the Related Security is not transferred for any reason following acceptance of an Offer in accordance with the terms of this Agreement, other than the Initial Purchaser’s own negligence or default, the Seller shall be obliged to take all actions necessary for the transfer of such Receivable or Related Security without undue delay and at its own expense. The Seller shall indemnify the Initial Purchaser against any loss or expense reasonably incurred by the Initial Purchaser as a result of the failure to transfer the same, other than any loss or expense resulting from the negligence or default on the part of the Initial Purchaser in effecting such transfer.

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3.5 The Seller undertakes to indemnify ABN AMRO Bank N.V (or its branches) and /or TAPCO against all claims made by the debtors of the sold Receivables arising out of or in connection with a sold Receivable;

3.6 To the extent that the Initial Purchaser purchases any Receivable on a Purchase Date it shall be deemed to have waived the conditions set out in Clause 3.1, without prejudice to any remedies available to the Initial Purchaser.

3.7 The Seller may demand performance by the Initial Purchaser of its obligations hereunder and enforce these obligations, but waives the right to demand rescission of the purchase of any Receivable. The Seller waives any unpaid seller’s lien either contractually or by law.

3.8 If, at any time on or before the close of business on any Business Day (as defined in the Liquidity Facility Agreement) of the Seller, the Aggregate Receivables Investment (as defined in the Receivables Purchase Agreement) is less than the aggregate of the Matured Value of the Loans and all outstanding Advances (where applicable converted to U.S. dollars at the rate specified in the relevant Hedging Transaction (as defined in the Receivables Purchase Agreement)), the Seller will sell to the Initial Purchaser and the Initial Purchaser shall accept, in accordance with the procedures set forth in this Agreement, an additional amount of Receivables at such Purchase Price as is necessary to reduce such deficiency to zero.

3.9 If the Seller shall fail to offer to sell Receivables pursuant to Clause 3.7, then the Initial Purchaser shall be entitled to declare the occurrence of a Termination Event and the Initial Purchaser shall have no right to any monetary compensation or to seek to compel the Seller to effect any such additional sales.

3.10 For the avoidance of doubt, the parties confirm their intention that this Agreement shall constitute a true sale (vente pure et simple) of the Sold Receivables, and not a security arrangement for any obligations of the Seller. The Initial Purchaser shall have full title and interest in and to the Sold Receivables, shall be free further to dispose of such Sold Receivables, and shall be fully entitled to receive and retain for its own account any Collections in respect of such Sold Receivables.

3.11 For the avoidance of doubt, the parties confirm their intention that this Agreement shall constitute a sale under articles L. 313-23 to 313-34 of the French Monetary and Financial Code.

4. PAYMENT OF THE PURCHASE PRICE

4.1 On each Purchase Date on which the Initial Purchaser accepts an Offer in accordance with Clause 3.1, the Initial Purchaser shall pay to the Seller the purchase price for the Receivables sold on that date, calculated as follows (the “Purchase Price”):

(a) the outstanding Nominal Amount of the Receivables sold on the relevant Purchase Date; minus

(b) the Sale Fee; minus

(c) the Sale Discount

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4.2 The Nominal Amount of the Receivables, for the purposes of the above calculations, includes VAT if applicable.

4.3 On each date upon which this Agreement requires an amount to be paid by either party hereunder, such party shall, save as expressly provided herein, make the same available to the payee by payment in the relevant currency and in immediately available, freely transferable, cleared funds to such account and bank as the relevant payee shall have specified for this purpose.

4.4 All payments made by the Seller hereunder shall be made free and clear of and without any deduction for or on account of any set-off or counterclaim.

4.5 The Initial Purchaser may, but need not, apply any sum at any time due from it to the Seller (in its capacity as Seller or Servicer) under this Agreement or under the Servicing Agreement in or towards satisfaction of any amount then due from the Seller (in its capacity as Seller or Servicer) and, for this purpose, the Initial Purchaser may apply the sum so due from it in or towards the purchase of such amounts of such other currencies as may be required to effect such application.

4.6 For the purpose of Articles L. 313-1 to L. 313-3 and R. 313-1 to R. 313-5 of the French Consumer Code, the Seller and the Initial Purchaser recognise that, due to certain characteristics of the credit provided by the Initial Purchaser hereunder, the effective total credit rate (taux effectif global) for the duration of the credit is not capable of being calculated as at the date hereof. The payment of the Purchase Price pursuant to Clause 4.1 may be made (i) by payment to such account as may be specified by the Seller or as may be directed by the Seller and/or (ii) by the application of Collections received and/or by the offsetting of the Purchase Price by amounts owed by the Seller to the Initial Purchaser.

4.7 In connection with Clause 4.6, the Initial Purchaser shall deliver to the Seller, on the date hereof, a letter (the “TEG Letter”) substantially in the form set forth in Schedule 10 (Form of Letter of Acceptance of Stipulation pour autrui) containing indicative calculations of the total effective credit rate, such letter forming an integral part of this Agreement.

5. PERFECTION AND FURTHER ASSURANCE

5.1 The Initial Purchaser may do whatever is necessary to ensure that the sale of the Receivables is duly perfected against third parties. The Initial Purchaser may in particular give notice of the sale of the Receivables to the Debtors in the form of the Form of Assignment of Receivables set out in Schedule 7 (Acte de Cession de Créances Professionnelles), and may require the Seller to do so. To this effect, the Seller shall deliver to the Initial Purchaser simultaneously with the execution of this Agreement a certificate in the form of Schedule 5 (Certificate of Officer) to this Agreement, duly printed on its headed paper and executed by a duly authorised officer. Each notification made by the Initial Purchaser in accordance with this Clause 5.1 may be accompanied by a photocopy of such certificate.

5.2 The Seller agrees that from time to time it will promptly execute and deliver all instruments and documents and take all action that the Initial Purchaser may reasonably request in order to perfect or protect the assignment of the Receivables or to

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enable the Initial Purchaser to exercise or enforce its rights under this Agreement, in particular by giving notice of the assignment of the Receivables in the form set out in Schedule 7 (Acte de Cession de Créances Professionnelles).

5.3 Any notice to the Debtors pursuant to this Clause 5 shall instruct the Debtors to pay the amount of the Sold Receivables directly to the Initial Purchaser or Tulip Asset Purchase Company B.V., as the case may be, and shall state the relevant bank account number.

5.4 If any Receivable or the Related Security is not transferred in accordance with this Agreement for any reason, the Seller shall be obliged to take all actions necessary for the transfer of such Receivable or Related Security without undue delay and at its own expense. The Seller shall indemnify the Initial Purchaser against any loss or expense incurred by the Initial Purchaser as a result of the failure to transfer the same, other than any loss or expense resulting from the negligence or default on the part of the Initial Purchaser in effecting such transfer.

5.5 Without prejudice to the provisions of Clauses 13.1 to 13.4, the Seller irrevocably constitutes and appoints the Initial Purchaser, with full power of substitution, as its true and lawful attorney and agent, with full power and authority in its name or otherwise, and in its place and stead, and for its use and benefit at any time after the occurrence of an Event of Default which has been notified to the Seller in writing and which has not been cured to the satisfaction of the Initial Purchaser within 5 days of receipt of such notice to take such action as the Initial Purchaser may deem necessary or desirable in order to protect the interests of TAPCO and/or the liquidity banks and/or the Initial Purchaser under this Agreement and/or to perfect title to any of the Sold Receivables, or Related Security, including the giving of notices of assignment, redirection of mail and the endorsement of drafts, cheques and other payment media, to perform any agreement or obligation of the Seller or the Servicer under or in connection with this Agreement and to exercise all other remedies of the Seller under this Agreement or existing at law. In furtherance of the power herein granted, the Seller will assist and co-operate with the Initial Purchaser and provide such facilities as the Initial Purchaser may request. The power of attorney hereby granted is given by way of security, is coupled with an interest, and is irrevocable and will extend to and be binding upon the successors and assigns of the Seller.

6. APPOINTMENT OF FRENCH SERVICER

6.1 The servicing, administering and collection of the Sold Receivables shall be conducted by the Servicer, pursuant to the French Servicing Agreement.

6.2 The Initial Purchaser may initiate legal proceedings against a Debtor for the collection of a Receivable in its own name (subject to proper notification being sent to the relevant Debtor), or with the Seller’s prior consent, in the name of the Seller. Before initiating legal proceedings, the Initial Purchaser (unless it is prevented from doing so as a result of the sale of the Receivable to a third party) shall offer the Seller the option to buy-back such Receivable at its Outstanding Nominal Amount. Such buy-back will be made by way of subrogation pursuant to Article 1250-1 of the French Civil Code. The Initial Purchaser shall execute a quittance subrogative (in the form set out in Schedule 12 (Modèle de Quittance Subrogative) relating to such Receivable in accordance with the requirements of the French Civil Code and thereupon the Seller

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shall have acquired all rights and interest in respect of such Receivable and shall be subrogated (subrogé) to all the rights of the Initial Purchaser in respect of such Receivable.

7. INSOLVENCY RISK

7.1 For the avoidance of doubt, the parties confirm that the Initial Purchaser shall bear the risk of insolvency of the Debtors of the Receivables purchased by it hereunder.

7.2 In accordance with Article L. 313-24 paragraph 2 of the French Monetary and Financial Code, it is expressly agreed between the Seller and the Initial Purchaser that the Seller shall not be jointly and severally liable for the payment by the Debtor of the Purchased Receivables.

8. DEEMED COLLECTIONS

8.1 If on any day:

(a) a Receivable becomes a Disputed Receivable;

(b) the Nominal Amount of any Receivable is reduced by reason of any set-off or counterclaim or any discount or other trade credit;

(c) the effectively collectible amount of a Receivable is reduced by reason of any deduction on account of tax; or

(d) the Seller is entitled to claim from any tax authorities a refund of any amount of VAT included in a Receivable;

the Seller shall be deemed to have received on such day a “Deemed Collection” in an amount equal to the nominal amount of such Receivable plus any reasonable expenses that the Initial Purchaser has already incurred in connection with the administration or attempted collection of such Receivable (in the case of paragraphs (a) to (c)), or the amount of such collection, reduction or refund (in the case of paragraphs (d)).

8.2 If on any day the Seller is deemed to have received a Deemed Collection, the Seller shall promptly pay the amount thereof to the Initial Purchaser by transfer to the Initial Purchaser Account.

8.3 If any Receivable which is or is purported to be sold and assigned to the Initial Purchaser hereunder shall have been collected in whole or in part prior to the Purchase Date without such Collection having been deducted from the face amount of such Receivable prior to the Purchase Date, then the portion thereof which shall have been so collected shall be treated for the purposes of this Agreement as a Deemed Collection thereof which has been received on the date of the Purchase Date.

8.4 Upon receipt of the payment referred to in Clause 8.2 on account of a Deemed Collection, the Initial Purchaser shall, to the extent of such payment, transfer (by way of subrogation pursuant to Article 1250-1^o of the French Civil Code) to the Seller (without recourse or warranty on the part of the Initial Purchaser and at the sole cost of the Seller) in the relevant Receivable or fraction thereof. The Initial Purchaser shall execute a quittance subrogative (in the form set out in Schedule 12 (Modèle de

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Quittance Subrogative) relating to such Receivable in accordance with the requirements of the French Civil Code and thereupon the Seller shall have acquired all rights and interest in respect of such Receivable and shall be subrogated (subrogé) to all the rights of the Initial Purchaser in respect of such Receivable. To the extent, however, that the Initial Purchaser has transferred such Receivable to any third party, such subrogation of the Receivable to the Seller shall be subject to the rights of such third party and shall only take place if and when the Initial Purchaser is able itself to obtain a re-assignment of the relevant Receivables from such third party.

9. DEFAULT INTEREST

If any sum due and payable by either party under this Agreement or under any judgement rendered in connection therewith is not paid on the due date therefor, such sum shall bear interest as of right and without notice at EURIBOR (three months) determined for the period selected by the Initial Purchaser plus 2%, on an actual/360 basis, from the due date thereof until actual payment.

10. REPRESENTATIONS AND WARRANTIES OF THE SELLER

10.1 The Seller represents and warrants to the Initial Purchaser that:

(a) it is a corporation duly incorporated under the laws of its jurisdiction of incorporation, is not subject to any legal proceedings for an Insolvency Event and has not filed an application for an Insolvency Event, its annulment as a legal entity or the appointment of an Insolvency Officer;

(b) its execution, delivery and performance of this Agreement and the transactions contemplated hereby are within its corporate powers and have been duly authorised by all necessary corporate action;

(c) this Agreement constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms;

(d) this Agreement does not violate any contractual or other obligation binding upon the Seller;

(e) all information furnished by it to the Initial Purchaser for the purposes of or in connection with this Agreement is true and accurate in every material respect at and as of the time furnished;

(f) there is no floating charge in existence on the business of the Seller;

(g) it has its “centre of main interests”, as that term is used in article 3(1) of the Council Regulation (EC) No. 1346/2000 of 29 May 2000, in France.

10.2 In addition, the Seller represents and warrants to the Initial Purchaser that:

(a) the Sold Receivables are governed by French law;

(b) the Sold Receivables are non interest-bearing;

(c) none of the Sold Receivables have been subject to any attachment or are the subject of any encumbrance;

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(d) the amount, due date and other details of each Sold Receivable as set out in the report delivered by the Seller to the Initial Purchaser under Clause 2.2 are true and correct;

(e) each Receivable purported to be sold hereunder is subject to the Seller’s General Terms and Conditions of sale set out in Schedule 1 (General Terms and Conditions); and

(f) upon each Purchase Date hereunder the Initial Purchaser shall acquire the ownership of each Sold Receivable assigned on such Purchase Date and the Related Security with respect thereto, and that to the best of the Seller’s knowledge and belief, each such Sold Receivable shall be free and clear of any Adverse Claim (other than in favour of the Initial Purchaser) excluding for the avoidance of doubt (i) any general preferences (droits de préférence) arising in the ordinary course of business on the assets of the Seller and (ii) any set-off rights arising by operation of law.

10.3 The Initial Purchaser contemplates reselling to a third party all or part of the Receivables purchased from the Seller, in the context of a securitisation of Receivables of certain European Subsidiaries of Wabco Holdings Inc. In this connection, the Initial Purchaser may from time to time provide the Seller with a copy of the representations, warranties, eligibility criteria and other relevant requirements of the proposed securitisation programme, and request that the Seller correspondingly to make additional representations and warranties and undertake additional covenants in respect of those Receivables sold hereunder which may be eligible for resale under the securitisation programme. The Seller undertakes to use reasonable efforts to comply with this request and to offer its full co-operation in this respect.

10.4 The representations and warranties made in Clauses 10.1 and 10.3 shall be given by the Seller to the Initial Purchaser on the date hereof and on each Purchase Date. The representations and warranties made in accordance with Clauses 10.1 and 10.2 shall be given as soon as practicable after the Initial Purchaser’s request to that effect and on each subsequent Purchase Date.

10.5 The Seller shall promptly indemnify the Initial Purchaser against any losses resulting from the inaccuracy of any representation made in Clause 10.1 or 10.3 or in accordance with Clause 10.2 other than any loss or expense resulting from negligence or fraud on the part of the Initial Purchaser in connection therewith and in no event shall the Seller be liable for any special, punitive or consequential damages asserted by the Initial Purchaser.

11. REPRESENTATIONS AND WARRANTIES OF THE INITIAL PURCHASER

The Initial Purchaser represents and warrants to the Seller that:

(a) it is a corporation duly incorporated under Dutch law, is not subject to any legal proceedings for an Insolvency Event and has not filed an application for a bankruptcy;

(b) it is licensed to act as a credit institution in France in accordance with the Directive 2000/12/EC of the European Parliament and of the Council and therefore is fully entitled to purchase the Receivables pursuant to the terms hereof;

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(c) its execution, delivery and performance of this Agreement and the transactions contemplated hereby are within its corporate powers and have been duly authorised by all necessary corporate action;

(d) this Agreement does not violate any contractual or other obligation binding upon the Initial Purchaser;

(e) there is no floating charge in existence on the business of the Initial Purchaser;

(f) upon any resale of a Sold Receivable the Banks will realise a gross profit on such resale of the Sold Receivables;

(g) that the Banks are tax residents of the Netherlands for the purposes of the France-Netherlands Double Tax Treaty of 16 March 1973; and

(h) that each Bank is an entrepreneur for Dutch VAT purposes and has a Dutch VAT registration number.

12. COVENANTS

12.1 At all times from the date hereof until all Receivables have been duly paid by the relevant Debtors to the Initial Purchaser:

(a) the Seller shall provide the Initial Purchaser upon request with a copy of its latest audited annual accounts;

(b) the Seller shall comply in all respects with all laws, rules, regulations, orders, writs, judgements, injunctions, decrees or awards to which, to the best of its knowledge, it may be subject, and which could reasonably be regarded as material in the context of the transactions contemplated by this Agreement;

(c) the Seller shall provide the Initial Purchaser with all information to which the Initial Purchaser is reasonably and properly entitled pursuant to this Agreement;

(d) upon request, the Seller shall provide the Initial Purchaser with a copy of the invoices relating to the Receivables sold;

(e) the Seller shall furnish to or notify the Initial Purchaser of:

(i) prior to implementation, any change in or amendment to the Credit and Collection Policies which the Seller does not in its reasonable opinion consider to be material;

(ii) any material change in or amendment to the Credit and Collection Policies for approval prior to implementation, such approval not to be unreasonably withheld; if such approval is not given by the Initial Purchaser, no such change or amendment of the Credit or Collection Policies will be implemented; and

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(iii) such other information (including non-financial information) as the Initial Purchaser may from time to time reasonably request;

(f) the Seller shall keep and maintain adequate Records on a Receivable by Receivable basis. The Seller shall give the Initial Purchaser notice of any material change to its administrative and operating procedures in relation to the keeping and maintaining of Records;

(g) the Seller shall, at its expense, in a timely and commercially reasonable manner fully perform and comply with all provisions, covenants and other promises required to be observed by it under the contracts related to the Sold Receivables as if interests in the Sold Receivables had not been assigned and sold hereunder;

(h) the Seller shall comply with the Credit and Collection Policies with regard to all Receivables, any Related Security and the related Contract as if interests in the Receivables had not been or were not to be sold hereunder;

(i) the Seller shall not sell, assign or otherwise dispose of, or create or suffer to exist any encumbrance upon or with respect to any goods the subject of any Sold Receivable, any Sold Receivable or related Contract or security, or assign any right to receive income in respect thereof or attempt, purport or agree to do any of the foregoing; and

(j) except as otherwise permitted hereunder, the Seller shall not extend, amend or otherwise modify the material terms of any Sold Receivable or amend, modify or waive any material term or condition of any Contract related thereto.

12.2 In addition, each Seller undertakes, inter alia:

(a) not to conduct its business in a way that may materially adversely affect the quality and the collectibility of Sold Receivables or the ability of the Seller to perform its obligations under the Receivables Purchase Agreement;

(k) not to change the nature of its business;

(l) to inform forthwith the Banks of any material change in its recovery procedures;

(m) not to waive any retention of title clause contained in any contract which gives rise to the Sold Receivables without the prior consent of the Banks;

(n) to assist the Banks and/or TAPCO (where requested to do so by the Banks or TAPCO) in the enforcement or recovery of any Sold Receivables;

(o) not to enter into any subsequent assignment or transfer or disposition of any interest (or purport to do so) of or in any Sold Receivables or grant any security interest in relation to any Sold Receivable;

(p) to pay an amount to TAPCO equal to any amount of a Sold Receivable discharged by a debtor by way of set-off;

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(q) to pay all tax and make all relevant returns in respect of tax in relation to the products and services supplied under the contracts which gave rise to the Sold Receivables;

(r) to take any proceedings requested by TAPCO or the Banks to enforce the Sold Receivables;

(s) to cooperate with the Banks in facilitating an annual management due diligence with the Servicer to review the performance of the Receivables and the credit and collection policies and practices and provide information to them upon request;

(t) to deliver audited annual financial statements regarding the Sellers/Servicers and the Servicer within 120 days of its financial year end;

(u) to deliver audited annual consolidated and company financial statements of the Wabco Holdings Inc. within 180 days of its financial year end; and

(v) to deliver annual certificates confirming compliance between receivables performance information provided to ABN AMRO Bank N.V. and information available in the general ledgers.

13. DURATION, TERMINATION AND DEFAULT

13.1 The Seller may at any time terminate this Agreement with 5 days notice.

13.2 An Event of Default shall occur if:

(a) any party fails to pay any sum due from it hereunder at the time, in the currency and in the manner specified herein, subject to a five (5) day grace period after notification;

(b) (in respect of the Seller) any representation or warranty made by the Seller in Clauses 10.1, 10.2 or 10.3 is or proves to have been materially incorrect or misleading when given;

(c) (in respect of the Initial Purchaser) any representation or warranty made by the Initial Purchaser in Clause 11 (Representations and Warranties of the Initial Purchaser) is or proves to have been materially incorrect when given;

(d) any party fails duly to perform or comply with any other obligation expressed to be assumed by it in this Agreement and such failure is not remedied within three days after the other party has given notice thereof to such party;

(e) any indebtedness of any party in an aggregate amount of at least EUR 1, 000, 000 (or equivalent in any other currency) is not paid when due, any such indebtedness is declared to be or otherwise becomes due and payable prior to its specified maturity, or any creditor or creditors become entitled to declare any such indebtedness due and payable prior to its specified maturity;

(f) any party is unable to pay its debts as they fall due, commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness, or makes a general assignment for the benefit of or a composition with its creditors;

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(g) any party is subject to legal proceedings for an Insolvency Event, is dissolved or enters in liquidation, or an Insolvency Officer is appointed in relation to it, or any similar event occurs under the laws of any jurisdiction;

(h) any party takes any corporate or other action with a view to any of the events set out in the preceding paragraph;

(i) on the occurrence of the Termination Date or a Termination Event occurs under the Receivables Purchase Agreement;

(j) an Event of Default has occurred under the Loan Agreement (as defined thereunder);

(k) any material adverse change occurs in the financial position or the collection procedures of the Seller;

(l) there is a default by the Seller in respect of any of its payment obligations to third parties in aggregate in excess of USD 1,000,000 or its equivalent at any time; or

(m) the Seller is no longer a Subsidiary (directly or indirectly) of Wabco Holdings Inc.

13.3 This Agreement shall automatically terminate upon the occurrence of any Event of Default referred to under paragraphs (e) or (f) of Clause 13.2. If any other Event of Default shall occur and be continuing in respect of either party, the other party may terminate this Agreement by simple notice to such party. Additionally, the Seller shall have the right to terminate this Agreement immediately upon written notice to the Initial Purchaser if a court or taxing authority in the jurisdiction in which the Seller is organised or primarily does business determines that this Agreement or any arrangement substantially similar to this Agreement either (a) constitutes a security arrangement rather than a true sale or (b) otherwise involves an actual or deemed payment by the Seller upon which a withholding tax is due. In such an event, the outstanding Nominal Amount of all Sold Receivables shall be considered to be a “Deemed Collection” and the provisions of Clauses 8.1 to 8.4 shall apply.

13.4 The termination of this Agreement means that no further sales of Receivables may take place, but, except as otherwise provided in Clause 13.3 above, shall not otherwise affect the rights and obligations of the parties hereunder.

14. TAXES, INCREASED COSTS AND INDEMNITIES

14.1 The Seller shall pay all stamp duty, registration and other taxes, excluding income taxes and franchise taxes other than such taxes resulting solely from the activities of the Seller under the Transaction Documents, to which this Agreement or any judgment given in connection herewith may at any time become subject subsequent to the date of this Agreement and, from time to time on demand of the Initial Purchaser, immediately indemnify the Initial Purchaser against any liabilities, costs, claims and expenses resulting from any failure to pay or any delay in paying any such tax, except those

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penalties and interest charges that are due to the negligence of the Initial Purchaser or its agents, provided that in the case of any payment relating to the Euro Standby Letter of Credit Agreement, the Seller shall only be required to pay (a) amounts payable solely in respect of, or as a result of, the transaction contemplated by this Agreement and the funding thereof and (b) such proportion of any general cost equal to the proportion which the L/C Portion relating to the transaction contemplated in this Agreement bears to the then Available L/C Portion (both terms as defined in the Euro Standby Letter of Credit Agreement). In the case of any payment relating to the Euro Programme Enhancement Facility Agreement, the Seller shall only be required to pay (i) amounts payable solely in respect of, or as a result of, the transactions contemplated by this Agreement and the funding thereof and (ii) such proportion of any general cost equal to the proportion which the Euro Programme Enhancement Facility Portion relating to the transaction contemplated in this Agreement bears to the then Available Programme Enhancement Facility Portion. The Initial Purchaser shall, as soon as it becomes aware that any such stamp duty, registration or other taxes may become due, inform the Seller of the same. If the Seller shall request, Initial Purchaser shall contest, or permit Seller to contest on Initial Purchaser’s behalf (in either case at the expense of Seller) any such stamp duty, registration or other taxes that the Seller reasonably believes is not lawfully owed. The Initial Purchaser and the Seller shall cooperate to the extent practicable, and the Initial Purchaser shall endeavour to take such measures as shall be practicable, with a view to lawfully avoiding any such stamp duty, registration or other taxes and expenses. In the event that the Initial Purchaser receives a refund of any stamp duty, registration or other taxes for which the Seller has made an indemnification payment to the Initial Purchaser under this Clause 14.1, the Initial Purchaser will immediately pay such refund to the Seller, inclusive of any interest thereon received from the relevant taxing authority.

14.2 All payments to be made by the Seller to the Initial Purchaser hereunder shall be made free and clear of and without deduction for or on account of tax unless the Seller is required to make such a payment subject to the deduction or withholding of tax, in which case the sum payable by the Seller in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Initial Purchaser receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made. If the Initial Purchaser shall be entitled to exemption from or reduction of an applicable withholding tax, the Initial Purchaser will provide to the Seller such documentation as is required under the laws of the relevant taxing jurisdiction to avail of said withholding tax exemption or reduction.

14.3 If the Seller makes any deduction or withholding and an increased payment becomes payable under Clause 14.2 then, if the Initial Purchaser has been granted by any relevant tax authority a credit or refund in respect of such payment, the Initial Purchaser shall (to the extent that it can do so without prejudice to the retention of the amount of that credit or refund or any other credit or refund and to the extent that it is not unlawful or contrary to any official directive of the government (or any taxing or other authority or agency thereof) of the country concerned with such credit or refund for it to do so and to the extent that an actual pecuniary benefit is acquired by the Initial Purchaser from such credit or refund) pay to the Seller such sum as the Initial

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Purchaser shall in its absolute discretion determine and notify to the Seller to be equal to the proportion of that credit or refund which will leave the Initial Purchaser (after such payment) in no better or worse position than it would have been in had no such deduction or withholding been required. The Initial Purchaser shall have an absolute discretion as to the order and manner in which it claims any credits or refunds available to it and the manner in which it arranges its tax affairs and it shall not be obliged to disclose to the Seller any information regarding its tax affairs or computations nor to take any action to procure any such credit or refund. Any payment made under this Clause 14.3 shall be conclusive evidence of the amount due to the Seller and shall, in the absence of any manifest or material error, be accepted by the Seller in full and final settlement of its rights of reimbursement hereunder in respect of the relevant payment, deduction or withholding.

14.4 If the Seller is required to pay a withholding tax and the Initial Purchaser determines that (i) a tax credit is attributable to that withholding tax payment; and (ii) it has obtained and utilised that tax credit the Initial Purchaser shall pay an amount to the Seller which the Initial Purchaser determines will leave it (after that payment) in the same after-tax position as it would have been in had said withholding tax not been payable.

14.5 The Seller shall from time to time on demand of the Initial Purchaser reimburse the Purchaser for all sums payable by the Purchaser to the Onwards Purchaser under clause 13.4 of the RPA. The Initial Purchaser shall, as soon as it becomes aware that any amounts referred to in the previous sentence may become due, inform the Seller of the same. The Initial Purchaser and the Seller shall co-operate to the extent practicable with a view to lawfully mitigating liability for such amounts.

14.6 If the Initial Purchaser receives an inquiry from or is notified of an examination by any taxing authority (“Tax Audit”) or becomes aware of any matter (whether or not such matter is a Tax Audit) which might give rise to a Relevant Claim:

(a) it shall immediately give notice to the Seller of the matter and shall consult with the Seller with respect to the matter, and with respect to a Tax Audit, permit Seller to participate in the Tax Audit, provided that such participation shall be limited only to matters that might give rise to a Relevant Claim;

(b) it shall:

(i) take any action and institute any proceedings, and give any information and assistance, as the Seller may reasonably request to avoid, dispute, resist, appeal, compromise, defend, remedy or mitigate the matter at all stages before and after such matter gives rise to a Relevant Claim; or

(ii) in connection with proceedings related to the matter or Relevant Claim, use advisers nominated by the Seller and, if the Seller requests, allow the Seller the exclusive conduct of the proceedings,

in each case on the basis that the Seller shall fully indemnify the Initial Purchaser on demand against all reasonable costs incurred as a result of a request or nomination by the Seller; and

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(c) it shall not admit liability in respect of, or compromise or settle, the matter or Relevant Claim without the prior written consent of the Seller (not to be unreasonably withheld or delayed).

14.7 Any demand made by the Initial Purchaser under this Clause 14 shall be accompanied by a statement, duly certified by an officer of the Initial Purchaser, giving reasonable particulars of the claim for reimbursement which shall be relied upon and agreed as authoritative by the Seller.

14.8 The Initial Purchaser hereby agrees promptly to notify the Seller if it becomes aware of any circumstances which could reasonably be expected to lead to a claim on the part of the Initial Purchaser under this Clause 14.

14.9 Without limiting any other rights which the Initial Purchaser may have hereunder or under any applicable law, the Seller hereby agrees to immediately indemnify the Initial Purchaser, the Onward Purchaser and their respective officers, directors and agents or any assignee, from and against any and all damages, losses, claims, liabilities, reasonably incurred costs and expenses (excluding, for the avoidance of doubt, any tax on income or profits and any franchise taxes, other than such taxes resulting solely from the activities of the Seller under any of the Transaction Documents, including, without limitation, reasonably incurred attorneys’ fees (if any), and disbursements including any irrecoverable value added tax thereon (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them resulting as a consequence of:

14.9.1 reliance on any representation or warranty made by the Seller (or any officers of the Seller), under or in connection with this Agreement, any Monthly Report or any other information delivered or disclosed by the Seller which shall have been materially false, incorrect or omitting of any material fact at the time made or deemed made;

14.9.2 the failure by the Seller (or any officer of the Seller) to comply with any applicable law, rule or regulation with respect to any Sold Receivable, Related Security or the related Contract, or the non-conformity of any Sold Receivable, Related Security or the related Contract with any such applicable law, rule or regulation;

14.9.3 any dispute, claim, offset or defence of the Debtor (other than the effects of the bankruptcy of the Debtor) to the payment of a Sold Receivable, including, without limitation, a defence based on such Sold Receivable or the related Contract or the Related Security not being a legal, valid and binding obligation of such Debtor enforceable against it in accordance with its terms, or any claim resulting from the Receivables being governed by the general business terms of the Debtor, or any other claim resulting from the sale of goods related to such Receivable or the failure to perform any obligations related to such goods or the failure to perform any obligations related to any applicable laws, rules or regulations in respect thereof;

14.9.4 any material product liability claims or material personal injury or property damage suit or other similar or related claims or action of whatever sort arising out of or in connection with the goods which are the subject of any Sold Receivable;

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14.9.5 any claim arising from the manner in which the Seller (or the Servicer if the Seller is acting as Servicer) conducts itself in relation to the collection of Receivables, including, without limitation, any failure by the Seller, whether as Seller or in its capacity as Servicer, to transfer any Collections to the Operating Account;

14.9.6 any disclosure of false, misleading or incomplete information regarding the Debtors by the Seller to the Initial Purchaser or the Onward Purchaser or the supply of any Contracts, Records and all other related documents to the Initial Purchaser or the Onward Purchaser, provided that there shall be no obligation to indemnify with respect to information, contracts or records not generated by the Seller or any of its Subsidiaries;

14.9.7 any claim arising from collection activities conducted by the Seller, including, without limitation, any failure by the Seller, whether as Seller or in its capacity as Servicer, to transfer any Collection to the Operating Account;

14.9.8 any related indemnities given by the Onward Purchaser in each of the Funding Agreements, to the extent that the same relate to the Sold Receivables or the transactions contemplated in this Agreement,

excluding, however, (i) Indemnified Amounts to the extent resulting from the negligence or wilful misconduct, fraud, illegal act, breach of contract or fiduciary duty on the part of the Initial Purchaser or the Onward Purchaser or their agents, (ii) Indemnified Amounts arising out of the failure of any Debtor to pay amounts lawfully owed in respect of a Sold Receivable, or (iii) Indemnified Amounts resulting from the re-characterisation of the purchase of the Sold Receivables as another type of transaction or the absence of a true sale of the Sold Receivables.

Promptly after receipt by the Initial Purchaser of notice of any claim or the commencement of any action or proceedings with respect to which an amount described in Clause 14.1 or 14.2 or an Indemnified Amount may become payable, the Initial Purchaser will notify the Seller in writing of such a claim or of the commencement of such action. The Seller shall be entitled at its own expense to assume, in the name of the Initial Purchaser, the defence of any claim, action or proceeding of which it has received notice (whether such notice is received from the Initial Purchaser, a taxing jurisdiction or other claimant or a third party) with respect to which an amount described in Clause 14.1 or 14.2 or an Indemnified Amount may become payable and shall be entitled (at its own expense) to take, in the name of the Initial Purchaser, such action as the Seller shall see fit to defend or avoid liability for any such amount described in Clause 14.1 or 14.2 or Indemnified Amount or to recover the same from any third party. The Initial Purchaser shall cooperate fully with the Seller to bring to fruition the rights granted by the Initial Purchaser in the previous sentence, including without limitation, providing all authorisations and powers of attorney required for the Seller to carry out the actions described therein.

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15. TRANSFERS

15.1 The Seller shall not be entitled to assign or transfer all or any of its rights, benefits and obligations hereunder, unless with the prior written consent of the Initial Purchaser, such consent not to be unreasonably withheld.

15.2 The Initial Purchaser may at any time transfer all or part of its rights under this Agreement and the Receivables purchased by it to any third party, upon prompt written notice to the Seller.

16. CONFIDENTIALITY

The Initial Purchaser may disclose to any actual or potential transferee such information about the Seller and the Receivables as the Initial Purchaser shall consider appropriate. The Initial Purchaser shall make any such actual or potential transferee aware of the terms and conditions of the Confidentiality Agreement, and shall obtain the written agreement of any actual or potential transferee to be bound by the terms of the Confidentiality Agreement. The Initial Purchaser may not disclose any Confidential Information (as defined in the Confidentiality Agreement), or any information which the Initial Purchaser should have reason to believe is proprietary to the Seller, without the expressed written consent of the Seller and Wabco Holdings Inc., other than:

(a) to employees, officers or agents of any of TAPCO, ABN AMRO Bank N.V., the banks under the Facilities, the Issuer, Standard & Poor’s, Moody’s and the Dealers under the Dealer Agreements (but not, for the avoidance of doubt, holders of commercial paper issued thereunder);

(b) in connection with any proceedings arising out of or in connection with this Agreement, any Funding Agreement, each of the Facilities or the preservation or maintenance of its rights thereunder;

(c) if required to do so by an order of a court of competent jurisdiction whether in pursuance of any procedure for discovering documents or otherwise;

(d) pursuant to any law or regulation or requirement of any governmental agency in accordance with which that party is required or accustomed to act;

(e) to any governmental, banking or taxation authority or competent jurisdiction;

(f) to its auditors or legal or other professional advisers;

Provided that the above restriction shall not apply to:

(a) employees or officers or agents of any of the parties referred to in (a) above, any part of whose functions are or may be in any way related to this Agreement;

(b) information already known to a recipient otherwise than in breach of this Clause;

(c) information also received from another source on terms not requiring it to be kept confidential; and

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(d) information which is or becomes publicly available otherwise than in breach of this Clause.

17. STIPULATION POUR AUTRUI

The Initial Purchaser as stipulant and the Seller as promettant promise for the benefit of the Purchaser and the Onward Purchaser as bénéficiaire in accordance with articles 1121 and 1122 of the French Civil Code, that the Purchaser and the Onward Purchaser shall, subject to the terms and conditions hereof, have the benefit of all representations and warranties, covenants and obligations of the Seller hereunder together with the stipulant who retains such benefit. The Purchaser and the Onward Purchaser shall accept such stipulation by execution and delivery of a Letter of Acceptance in the form set out in Schedule 10 (Form of Letter of Acceptance of Stipulation Pour Autrui).

18. NO LIABILITY AND NO PETITION AND LIMITED RECOURSE

18.1 No recourse under any obligation, covenant, or agreement of the Initial Purchaser contained in this Agreement shall be had against any shareholder, officer or director of the Initial Purchaser, the Purchaser, the Onward Purchaser or the Issuer as such, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Agreement is a corporate obligation of the Initial Purchaser and no liability shall attach to or be incurred by the shareholders, officers, agents or directors of the Initial Purchaser, the Purchaser, the Onward Purchaser or the Issuer, or any of them, under or by reason of any of the obligations, covenants or agreements of such Initial Purchaser contained in this Agreement, or implied therefrom, and that any and all personal liability for breaches by the Initial Purchaser of any of such obligations, covenants or agreements, either at law or by statute or constitution, of every such shareholder, officer, agent or director is hereby expressly waived by the Seller as a condition of and consideration for the execution of this Agreement.

18.2 The Seller hereby agrees that it shall not, until the expiry of one year and one day after the payment of all sums outstanding and owing under the latest maturing note under the CP Programme:

(a) take any corporate action or other steps or legal proceedings for the winding-up, dissolution or re-organisation of, or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of, the Initial Purchaser, the Purchaser, the Onward Purchaser or Issuer or of any or all the Initial Purchaser’s, the Purchaser’s, the Onward Purchaser’s or Issuer’s revenues and assets; or

(b) have any right to take any steps for the purpose of obtaining payment of any amounts payable to it under this Agreement by the Initial Purchaser, the Purchaser, the Onward Purchaser or the Issuer and shall not until such time take any steps to recover any debts whatsoever owing to it by the Initial Purchaser or Issuer.

18.3 Without prejudice and subject to Clauses 18.1 and 18.2, the Seller acknowledges that its recourse against the Initial Purchaser in respect of any matter provided herein shall always be limited at any time to the assets of the Initial Purchaser, and subject to the orders of priority (if any) set out in agreements the Initial Purchaser entered into in the context of the purchase of Receivables hereunder or the financing of such purchase.

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19. WAIVER

No failure on the part of the Initial Purchaser to exercise, or delay on its part in exercising, any right shall operate as a waiver thereof, nor shall any single or partial exercise by the Initial Purchaser of any right preclude any further or other exercise of such right or the exercise by the Initial Purchaser of any other right.

20. PARTIAL INVALIDITY

Without prejudice to any other provision hereof, if one or more provisions hereof is or becomes invalid, illegal or unenforceable in any respect in any jurisdiction or with respect to any party such invalidity, illegality or unenforceability in such jurisdiction or with respect to such party or parties shall not, to the fullest extent permitted by applicable law, render invalid, illegal or unenforceable such provision or provisions in any other jurisdiction or with respect to any other party or parties hereto. Such invalid, illegal or unenforceable provision shall be replaced by the parties with a provision which comes as close as reasonably possible to the commercial intentions of the invalid, illegal or unenforceable provision.

21. NOTICES AND AMENDMENTS

21.1 Each communication to be made hereunder shall (except expressly permitted otherwise) be made in writing but, unless otherwise stated, may be made by facsimile or letter.

21.2 Any communication or document to be made or delivered by any one person to another pursuant to this Agreement shall (unless that other person has by fifteen days’ written notice to the other specified another address) be made or delivered to that other person at the address identified in Schedule 2 (Adressees for Notice) to this Agreement and shall be deemed to have been made or delivered (in the case of any communication made by facsimile) when despatched or (in the case of any communication made by letter) when left at that address. Any communication sent by facsimile shall be promptly confirmed by letter but the non-delivery or non-receipt of any such letter shall not affect the validity of the original facsimile communication.

21.3 Each communication and document made or delivered hereunder shall be in English, except when otherwise required by French law, in which case an English translation thereof shall be provided simultaneously.

22. APPLICABLE LAW AND JURISDICTION

This Agreement shall be governed by French law. Any dispute in connection with this Agreement shall be subject to the jurisdiction of the Tribunal de Commerce de Paris.

Signed in three originals the day and year first before written.

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WABCO FRANCE S.A.S

By Power of Attorney:

Name:

Address

ABN AMRO BANK N.V. (AMSTERDAM BRANCH)
Name:	Name:

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SCHEDULE 1

GENERAL TERMS AND CONDITIONS

ARTICLE 1 - FORCE CONTRACTUELLE

A moins de dérogation écrite établie d’un commun accord, du seul fait qu’il passe commande d’articles figurant aux prospectus, catalogues, tarifs et plans de la Société WABCO France, ci-après dénommée WABCO, le client accepte contractuellement les présentes conditions générales de vente et renonce définitivement à apposer ses propres conditions générales d’achat.

ARTICLE 2 - MODIFICATION DES SPECIFICATIONS

WABCO recherchant l’amélioration constante de la qualité de ses articles, se réserve à tout moment le droit d’apporter toute modification qu’elle jugerait utile et notamment toute modification relative aux performances, formes, dimensions ou matières des articles décrits sur l’une quelconque de ses documentations.

WABCO ne saurait cependant être tenu d’aucune obligation d’effectuer une quelconque modification sur ses matériels, qu’ils soient livrés ou simplement commandés.

Les modifications apportées aux matériels entre la date de la commande et celle de livraison ne peuvent constituer pour l’acheteur une cause d’annulation de la commande ou de résolution de la vente non plus qu’une cause de demande d’indemnité.

ARTICLE 3 - PROJETS, DESSINS, MODELES, PROTOTYPES

Le client n’acquiert aucun droit sur les projets, dessins, plans, marques, modèles et prototypes qui restent la propriété exclusive de WABCO. Le client à qui ils ont été éventuellement confiés s’engage à ne les divulguer, prêter ou céder en aucun cas, sauf autorisation écrite et à les restituer à la première demande. Selon leur volume ou leur nombre, les documents ou les modèles et prototypes sont fournis gratuitement ou contre remboursement de frais d’édition ou de fabrication définis au préalable.

ARTICLE 4-PRIX

Les prix concernent les articles nus livrés départ usine WABCO sauf conditions complémentaires contractuelles. Les matériels et pièces détachées sont facturés au prix en vigueur au jour de la livraison. L’acheteur acceptant par avance la variation qui serait susceptible d’intervenir, la modification intervenant entre la date de la commande et celle de la livraison ne peut constituer une cause d’annulation de la commande ou de résolution de la vente.

ARTICLE 5 - MISE A DISPOSITION ET DELAIS

Quelles que soient la destination des articles et les conditions de leur vente, la mise à disposition est réputée effectuée dans les usines ou magasin WABCO.

Les délais ne peuvent être donnés qu’à titre indicatif, malgré le souci de satisfaire au mieux la clientèle. ils dépendent des conditions d’approvisionnement, de fabrication et de transport. Ils ne courent qu’à compter de la réception de la commande. En aucun cas, les retards dans la livraison ne peuvent donner lieu à une indemnité ou annulation des contrats passés entre WABCO et les acheteurs.

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De convention expresse, tout évènement ne dépendant pas de la libre volonté de WABCO, notamment les arrêts accidentels d’approvisionnement, de production ou de transport et généralement tout fait entraînant le chômage ou la fermeture des usines de WABCO ou celles de ses sous-traitants, autorisent la suspension et retardent l’exécution des commandes ou éventuellement leur annulation sans indemnité d’aucune sorte et peuvent entraîner des modifications dans les prix et conditions de paiement.

ARTICLE 6 - EMBALLAGE ET TRANSPORT

Les frais d’emballage, de transport, d’assurance et de douane sont à la charge du client sauf accord contractuel complémentaire. Sauf demande expresse de l’acheteur lors de la commande, le mode de transport est choisi par l’expéditeur. La propriété des articles est transférée dès la délivrance en usines WABCO; ceux-ci voyagent aux risques et périls du client destinataire auquel il appartient de vérifier leur état à l’arrivée et d’exercer éventuellement son recours contre le transporteur, même en cas d’expédition franco.

ARTICLE 7 - GARANTIE

Sauf stipulation contraire de WABCO, la qualité des articles est garantie 24 mois à dater de leur délivrance-sauf compresseur garantis 1 an ou 100 000 Km, premier des deux termes échus-dans tous les cas où :

- les conditions de stockage chez le client avant mise en service sont compatibles avec une protection correcte des articles ;

- la matériel est soumis dans l’état où il est tombé en panne et n’a pas fait l’objet d’une intervention extérieure au service après-vente de WABCO ;

- un avis d’avarie est expédié dans les trois jours de l’incident.

La garantie est accordée en cas de vice de fonctionnement ou de matière, à charge pour le client d’en apporter la preuve. Elle consiste limitativement à réparer, remplacer ou modifier au frais et dans les ateliers de WABCO toute pièce reconnue défectueuse et mise de ce fait hors service. La garantie exclut les frais de démontage et de remontage de l’appareil chez le client ainsi que les frais d’emballage et de transport ou encore les frais d’immobilisation ou de remorquage du véhicule.

La garantie n’est pas accordée et la responsabilité de WABCO ne devra pas être recherchée dans les cas de mise hors d’usage après usure normale, détérioration ou accident provenant de négligence ou de défaut d’entretien et de surveillance, usage anormal ou impropre ne correspondant pas aux prescriptions du constructeur, modification des performances faite sans accord écrit ou utilisation de pièces de rechange ne provenant pas des ateliers de WABCO.

Les pièces remplacées ne sont pas restituées au client. Les modifications, réparations et échanges de pièces ou d’appareils effectués au titre de la garantie ne prolongent pas la durée de la garantie accordée lors de leur vente.

- 33 -

WABCO ne sera redevable d’aucune indemnité par suite de l’immobilisation d’un matériel faisant ou devant faire l’objet d’une réparation.

ARTICLE 8 - PAIEMENT

Les factures sont payables par quelque mode que ce soit (virement, chèque, traite acceptée, billet à ordre) au comptant sauf stipulation contraire spécifique au client.

Dans l’hypothèse de paiement fractionné, le non respect de l’échéance d’un seul effet de commerce entraînera de plein droit l’exigibilité immédiate du solde du prix et obligation au paiement par le client d’agios décomptés au taux d’escompte de la Banque de France majoré de deux points à dater de la 1ère échéance non respectée. Ces agios seront majorés de cinq points en cas de condamnation en justice du débiteur. En outre, les effets de commerce non échus émis sur le client, quelle que soit la fourniture à laquelle ils se rapportent, seront dès lors immédiatement exigibles.

Dans l’hypothèse d’acompte sur le prix, WABCO aura la faculté d’exiger soit le solde, soit de résoudre de plein droit la vente sans aucune formalité judiciaire passé un délai de 48 heures après retour resté sans effet de l’accusé de réception d’un commandement de payer adressé au client par lettre recommandée.

ARTICLE 9 - RESERVE DE PROPRIETE

WABCO se réserve la propriété des appareils livrés jusqu’à paiement de l’intégralité et de ses accessoires. Ne constituepas un paiement la remise de titres créant une obligation de payer.

Pendant la durée de réserve de propriété, l’acheteur devra assurer à ses frais et diligence les appareils contre tous risques de dommages ou de responsabilité causés ou subis par eux.

Les appareils objets de la réserve de propriété devront, sous la responsabilité de l’acheteur, conserver de manière apparente les signes d’identification apposés par WABCO, même en cas de montage sur des ensembles non fournis par WABCO.

En cas de non paiement total ou partiel du prix à son échéance et pour quelque cause que ce soit, WABCO pourra exiger sans formalité la restitution de ses appareils aux frais, risques et périls de l’acheteur. La restitution donnera lieu au choix de WABCO après consultation écrite de l’acheteur soit à la résiliation définitive de la vente, soit à la suspension pendant un délai à convenir d’accord entre les parties.

Dans l’hypothèse d’une revente des biens vendus avant leur complet paiement, l’acheteur s’oblige à déléguer à WABCO le prix dû par le sous -acquéreur et à due concurrence de la créance de WABCO.

L’acheteur s’oblige à informer par écrit les sous-acquéreurs de l’existence de la présente clause de réserve de propriété. Il devra en justifier à la première requête de WABCO.

ARTICLE 10 - ATTRIBUTION DE JURIDICTION

Il est stipulé entre les parties que toute contestation ou difficulté à l’occasion de l’exécution du présent contrat comme celle concernant sa validité ou son interprétation sera de la compétence exclusive des tribunaux du ressort du siège social de WABCO France.

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ECHANGE - REPARATION STANDARD

Conditions de l’échange-Réparation standard.

L’échange-REPARATION STANDARD consiste dans la fourniture d’un appareil réparé en usine contre la remise par le client d’un appareil usagé.

Ces échanges sont limités uniquement aux appareils énumérés au présent tarif.

Les appareils usagés doivent être rendus complets, les corps extérieurs et les pièces principales ne doivent être ni brisés, ni soudés, ni modifiés, ni usés hors cote et notamment les taraudages des raccords doivent être intacts. Les pièces de complément (supports, poulies, raccords) non fournies par WABCO France doivent être démontées avant remise de l’appareil usagé. WABCO France retournera aux frais de l’expéditeur le matériel ne figurant pas au présent tarif.

Toutes nos autres conditions générales de vente sont applicables à l’ECHANGE-REPARATION STANDARD.

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SCHEDULE 2

ADDRESSES FOR NOTICE

TO THE SELLER:

WABCO FRANCE S.A.S

C/o WABCO Europe Sprl

Chaussee de Wavre 1789

1160 Bruxelles

Belgium

telephone: [                ]

fax: + 32 2 663 98 95

attention: Malcolm Gilbert/Jef Van Osta

TO THE INITIAL PURCHASER:

ABN AMRO BANK, N.V., Amsterdam Branch

Gustav Mahlerlaan 10

1082 PP Amsterdam

The Netherlands

telephone: +31 20 628 2902

fax: +31 20 628 4666

attention: [                    ]

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SCHEDULE 3

FORM OF OFFER

To:	ABN AMRO Bank, Amsterdam branch
From:	Wabco France S.A.S

Dated: [                        ]

Dear Sirs,

We refer to a receivables sale agreement (such agreement, as from time to time amended, supplemented or novated being herein called the “Receivables Sale Agreement”) dated 28 April 2008 and originally made between yourselves as Initial Purchaser and ourselves as Seller.

Terms defined in the Receivables Sale Agreement shall bear the same meaning herein.

We hereby offer to sell, to assign and to transfer to you, pursuant to the Receivables Sale Agreement, the Receivables listed in the Schedule hereto and the Related Security at a Purchase Price calculated in accordance with the Receivables Sale Agreement and notify you that:

a) the aggregate Nominal Amount of all the offered Receivables, calculated as at the date hereof, is [            ];

b) the Purchase Price in respect of all the offered Receivables, calculated as at the date hereof, is [             ]; and

c) the Purchase Price is to be paid into account no. [specify number] in the name of [specify account name] at [specify bank name and address].

This Offer constitutes an irrevocable offer by us binding upon us to assign and to sell to you the ownership interest in the Receivables and Related Security referred to in this Offer.

Yours faithfully,

for and on behalf of

WABCO FRANCE S.A.S

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SCHEDULE 4

ELIGIBLE RECEIVABLES AND ELIGIBLE DEBTORS

“Eligible Receivables” means Receivables which at their proposed Purchase Date:

1. were originated pursuant to a Contract of Sale in the Seller’s ordinary course of business, in accordance with the approved Credit and Collection Policies of such Seller;

2. are owed by an Eligible Debtor, as defined hereunder in this Schedule 4;

3. constitute legally valid and enforceable obligations of the related Debtors enforceable against such Debtors in accordance with the terms of such Receivables subject to no right of rescission, set-off, withholding, suspension, counterclaim or other defence other than those provided for under mandatory rules of applicable law;

4. can be easily segregated and identified for ownership and Related Security purposes on any day;

5. arise from the sale of goods or the provision of services by a Seller and are such that the delivery of the goods or the provision of services giving rise to the Receivables have been completed and such goods or services have been accepted by the related Debtor;

6. are not Defaulted, or Disputed Receivables and there has been no breach of any obligation (other than minor breaches having no effect whatsoever on the Receivables, and other than breaches of a payment obligation) by any party to any Contract of Sale;

7. are obligations which can be transferred by way of sale and assignment, and of which the transfer by way of sale and assignment is not subject to any contractual or legal restriction;

8. are obligations in respect of which no bill of exchange, promissory note or other negotiable instrument has been issued;

9. have been acquired by the Purchaser pursuant to the Receivables Sale Agreements;

10. are evidenced by an invoice issued by the relevant Seller to the relevant Debtor in compliance with generally accepted practices, which will be sufficient to prove a claim therefor against the related Debtor in relevant courts, which complies with the relevant VAT and other taxation requirements, and which shows the amount and percentage of VAT applied if any;

11. do not carry interest and are not subject to withholding taxes;

12. have been created in compliance with all applicable laws and all required consents, approvals and authorisations have been obtained in respect thereof;

13. if purchased, are such that the Nominal Amount of such Receivables, together with the Aggregate Outstanding Nominal Amount of any other outstanding Purchased Receivables from the same Debtor and Subsidiaries of the same Debtor, are not in excess of the Debtor Limit (but any such Receivables shall be ineligible only to the

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extent of such excess); if several Receivables owing from the same Debtor and, as the case may be, its Subsidiaries are included in any Offer and, pursuant to this paragraph, part of them only may constitute Eligible Receivables, then eligibility shall be granted in priority to:

(a) the Receivables with an earlier invoice date;

(b) in the case of Receivables with the same invoice date, those with a later due date;

(c) in the case of Receivables with the same invoice date and due date, those with the higher invoice amount; and

(d) in the case of Receivables with the same invoice date, due date and invoice amount, those with the lower invoice serial number;

14. are not Receivables due from a Debtor against or by whom an application for the institution of bankruptcy, concordat judiciaire / gerechtelijk akkord, composition or any other insolvency procedure has been or will have been made within the meaning of any applicable insolvency law;

15. are Receivables in respect of which the Onward Purchaser has not notified the Purchaser (which notice is to contain a brief statement of its reasons) that the Onward Purchaser has determined that such Receivables or class of Receivables is not acceptable for Purchase hereunder;

16. are Receivables due from a Debtor which the Onward Purchaser has not notified the Purchaser (which notice is to contain a brief statement of its reasons) that Receivables from such Debtor are not Eligible Receivables;

17. are Receivables the Nominal Amount of which remains a debt, has not been paid and has not been discharged by set-off or otherwise;

18. are Receivables the sale of which in the manner herein contemplated will not be recharacterised as any other type of transaction and will be effective to pass to the Onward Purchaser full and unencumbered title thereto and the benefit thereof to the Onward Purchaser and no further act, condition or thing will be required to be done in connection therewith to enable the Onward Purchaser to require payment of any such Receivable or the enforcement of any such right in any court other than the giving of notice to the Debtor of the assignment of such Receivable by the Purchaser to the Onward Purchaser;

19. are Receivables the sale and/or assignment of which will not violate any law or any agreement by which the Seller may be bound and upon such sale and assignment such Receivable will not be available to the creditors of such Seller on its liquidation;

20. are denominated and payable in any of the following currencies:

EUR	Euro;
£	Pounds Sterling

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21. are Receivables governed by English, French or German law, owing from Debtors established in the United Kingdom, France or Germany in relation to their English, French, Italian and German establishment, and the terms and conditions of which do not provide for the jurisdiction of any court or arbitration tribunal outside England, France or Germany;

22. are not subject to, and did not arise in connection with a contract which is subject to, consumer credit legislation;

23. are not subject to, and did not arise in connection with a contract which is subject to, public procurement laws and regulations;

24. did not originate from the resale of products which had been acquired by the relevant Seller subject to a reservation of title, unless the reservation of title has lapsed already due to the payment of the original acquisition price;

25. are Receivables generated in compliance with Credit and Collection Policies;

26. with respect to Receivables due by Concentrated Debtors, are Receivables insured under the Insurance Policy in relation to which a Credit Limit (as defined under the Insurance Policy) has been requested and obtained;

27. do not represent claims in connection with the execution by the relevant Seller of a contract which is partly subcontracted to a third party; and

28. do not arise under or in relation to Contract of Sales which constitute leasing, hire, hire purchase or contract hire transactions.

*     *     *

An “Eligible Debtor” at any relevant time:

1. at the time of the assignment of the Receivables to the Purchaser and the Onward Purchaser, has not entered into a voluntary arrangement with its creditors, been declared bankrupt, been defendant in an action for its bankruptcy which remains undismissed for a period of thirty days, has not taken any corporate action nor had legal proceedings commenced against it for its gerechtelijk akkoord/ concordat, dissolution, liquidation, been subject to the appointment of a gerechtelijke bewindvoerder / administrateur judiciaire, sekwester / séquestre or similar officer, been in a situation of stoppage of payments (staking van betalingen / cessation de paiements), or been subject to any event similar to any of the above under the laws of any jurisdiction;

2. is not a Subsidiary of any Seller;

3. is not, except with the Onward Purchaser’s prior consent, a country, state, local government, municipality, public body, government entity, state owned corporation or other public sector body;

4. is not an individual and does not have the benefit of consumer credit legislation; and

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5. is not in default for a period of more than ninety days of any of its payment obligation to any Seller, except where such payment obligation is disputed in good faith.

6. if such debtor is a Concentrated Debtor or would be a Concentrated Debtor assuming all outstanding Offers have been accepted, the Average Collection Period Concentrated Debtor for such Concentrated Debtor does not exceed 70.

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SCHEDULE 5

CERTIFICATE OF OFFICER

[headed paper of the Seller]

[date]

TO WHOM IT MAY CONCERN

This is to certify that we have, pursuant to a Receivables Sale Agreement dated 28 April 2008, sold our receivables to ABN AMRO N.V., Amsterdam branch.

If you receive notification of the sale of receivables pursuant to the above mentioned agreement, please follow the instructions of ABN AMRO Bank N.V. and make any payments owed by you to us as directed by them.

Made on [    ].

WABCO France S.A.S.

NAME:

TITLE:

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SCHEDULE 6

CONDITIONS PRECEDENT

1. Copies of a resolution of the Seller’s board of directors (or other document(s) acceptable to the Initial Purchaser evidencing due authority and capacity) and any other necessary corporate documents, approving this Agreement and the other documents to be delivered by it and the transactions contemplated hereunder.

2. Certified K-bis extracts from the commercial register of the Seller dated no more than 21 days prior to the initial Purchase Date and certified copies of constitutive documents (statuts) of the Seller.

3. A certificate of the Seller certifying (a) the names and signatures of the officers authorised on behalf of the Seller to execute this Agreement and any other documents to be delivered by it hereunder, on which certificate the Initial Purchaser may conclusively rely until such time as the Initial Purchaser shall receive from the Seller a revised certificate meeting the requirements of this paragraph 3 and (b) the authenticity of the by-laws of the Seller.

4. A legal opinion from Clifford Chance in form and substance satisfactory to the Initial Purchaser.

5. Copy of the latest audited financial accounts of the Seller.

6. Copy of any other statements or contracts the Initial Purchaser deems necessary with regard to receivables offered.

7. A solvency certificate in respect of the Seller.

8. A confirmation of ABN AMRO Bank N.V. that the “know your client” procedure has been successfully completed in relation to the Seller.

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SCHEDULE 7

ACTE DE CESSION DE CRÉANCES PROFESSIONNELLES

1. Le présent acte est soumis aux dispositions des articles L. 313-23 à L. 313-34 du Code Monétaire et Financier facilitant le crédit aux entreprises, ainsi qu’aux dispositions d’une convention intitulée Receivables Sale Agreement en date du 28 avril 2008 conclue entre Wabco France S.A.S. et ABN AMRO Bank N.V., Amsterdam branch.

2. Cédant:

WABCO FRANCE S.A.S., une société par actions simplifiée, régie par le droit français, enregistrée au Registre du Commerce et des Sociétés de Meaux sous le numéro B 313 497 786 et ayant son siège social situé au 44 Avenue Aristide Briand, 77410 Claye Souilly, France.

3. Etablissement de crédit bénéficiaire:

ABN AMRO BANK N.V., un établissement de crédit régi par le droit néerlandais agissant par sa succursale établie à Amsterdam.

4. Désignation des créances cédées:

Nombre de créances: [            ]

Montant global (TTC): EUR [ ]

Moyen de transmission: Listing Informatique (désigné comme Information File dans le Receivables Sale Agreement transmis sous forme de papier, de disquette ou de tout autre moyen informatique disponible).

Numéro de référence du Listing Informatique:

Conformément aux dispositions de l’article L. 313-24 alinéa 2 du Code Monétaire et Financier, il est expressément convenu que le Cédant ne sera pas garant solidaire du paiement des créances cédées par les Débiteurs.

Fait à                     , le [….]

WABCO FRANCE S.A.S.

Représentant légal ou signataire dûment autorisé

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ABN AMRO Bank N.V., filiale d’Amsterdam, à la date de sa signature des présentes répète ses déclarations et garanties telles qu’énoncées à l’article 11 du Receivables Sale Agreement.

ABN AMRO Bank N.V., Amsterdam branch

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TRANSLATION OF SCHEDULE 7

(for information purposes only)

Form of Assignment of Receivables

1. This form of Assignment is governed by the provisions of Articles L. 313-23 to L. 313-34 of the Monetary and Financial Code, and the provisions of a Receivables Sale Agreement entered into on 28 April 2008 between Wabco France S.A.S., and ABN AMRO Bank N.V., Amsterdam branch (the “Receivables Sale Agreement”). Capitalised terms used herein and not otherwise defined have the meaning set forth in the Receivables Sale Agreement.

2. Designation of the Assignors:

WABCO FRANCE S.A.S., a société par actions simplifiée incorporated under the laws of France registered under number R.C.S. Meaux B 313 497 786 and having its registered office at 44 Avenue Aristide Briand, 77410 Claye Souilly, France,

3. Designation of the Bank:

ABN AMRO BANK N.V., a credit institution incorporated under the laws of The Netherlands, acting through its branch at Amsterdam (“Initial Purchaser”).

4. Identification of the assigned Receivables:

Number of Assigned Receivables: [            ]

Aggregate Face Amount (including VAT):         EUR [    ]

Identification Medium means: Information File transmitted by way of hard copy in the form of a floppy disk or any other available technology.

Reference number of the Information File :

It is expressly agreed between the Seller and the Initial Purchaser that, in accordance with Article L. 313-24, paragraph 2 of the Monetary and Financial Code the Seller shall not be jointly and severally liable for the payment by the Debtor of the Purchased Receivables.

Made in [            ]

On [dd/mm/yy]

WABCO FRANCE S.A.S.

Authorised Signatory

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ABN AMRO Bank N.V., Amsterdam branch, as of the date of its countersignature hereto, hereby repeats each of the representations set out in Clause 11 (Representations and Warranties of the Initial Purchaser) of the Receivables Sale Agreement.

ABN AMRO Bank N.V., Amsterdam branch

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SCHEDULE 8

NOTIFICATION AU DÉBITEUR D’UNE CRÉANCE CÉDÉE EN APPLICATION

DES ARTICLES L. 313-23 À 313-34 DU CODE MONÉTAIRE ET FINANCIER

(LETTRE RECOMMANDÉE AVEC ACCUSÉ DE RÉCEPTION)

Dans les conditions prévues par les articles L. 313-23 à L.313-34 du Code Monétaire et Financier, Wabco France S.A.S., société par actions simplifiée immatriculée en France, dont le siège social est 44 Avenue Aristide Briand, 77410 Claye Souilly, France, a cédé à ABN AMRO Bank N.V. (la “Banque”) conformément aux dispositions d’un document intitulé Receivables Sale Agreement en date du 28 avril 2008 (en ce inclus les cessionnaires, subrogés, successeurs, ayants-causes et ayants-droits de la Banque) les créances suivantes dont vous êtes débiteur envers elle:

Facture N° avec date d’envoi Nom et adresse du débiteur cédé Lieu de paiement EUR Date d’échéance

Conformément aux dispositions de l’article L. 313-28 du Code Monétaire et Financier, nous vous demandons de cesser, à compter de la présente notification, tout paiement au titre de ces créances à Wabco France S.A.S.

En conséquence, le règlement desdites créances devra être effectué à compte : ABN AMRO Bank N.V., Amsterdam branch N° [….] chez [……] par virement bancaire.

Par ailleurs, conformément aux dispositions de l’article L. 313-29 du Code Monétaire et Financier, nous vous demandons de bien vouloir nous retourner dans les meilleurs délais dûment complété et signé l’acte d’acceptation de la cession de créance(s) professionnelle(s) joint ci-après, si vous en avez convenance.

Fait à [….]

Le [….]

WABCO FRANCE S.A.S. (on behalf of [owner])

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TRANSLATION OF SCHEDULE 8

(for information purposes only)

Form of Notice of Assignment of Receivables

Under Articles L. 313-23 to 313-34 of the Monetary and Financial Code

(registered letter with acknowledgement of receipt ABN AMRO Bank N.V.)

In accordance with the provisions of the Articles L. 313-23 to 313-34 of the Monetary and Financial Code, Wabco France S.A.S., incorporated under the laws of France and having its registered office at 44 Avenue Aristide Briand, 77410 Claye Souilly, France, has assigned to ABN AMRO Bank N.V., Amsterdam branch, (the “Bank”) in accordance with the document Receivables Sale Agreement dated 28 April 2008 (including to any successors and assigns of the Bank) the following Receivables due by you to Wabco France S.A.S.:

Invoice N° with date of sending Name and address of the Eligible Debtor Place of payment Amount (in EUR) Maturity Date

In accordance with the provisions of Article L. 313-28 of the Monetary and Financial Code we hereby request you not to make, as of the date hereof, any payment with respect to the Receivables referred to above to Wabco France S.A.S.

Payment of these Receivables must be made in favour of [owner] by transfer to account: ABN AMRO Bank N.V., Amsterdam branch - number [….] with [……].

Furthermore in accordance with the provisions of Article L. 313-29 of the Monetary and Financial Code we hereby request you to send us as soon as possible the form of acceptance of assignment of receivables attached hereto duly signed by yourselves, should this be agreeable to you.

Made in [….]

On [….]

WABCO FRANCE S.A.S. (on behalf of [owner])

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SCHEDULE 9

ACTE D’ACCEPTATION DE LA CESSION D’UNE CREANCE PROFESSIONNELLE

EN APPLICATION DES ARTICLES L. 313-23 A L. 313-34 DU CODE MONETAIRE ET FINANCIER

(LETTRE RECOMMANDEE AVEC ACCUSE DE RECEPTION)

Nous nous référons à votre notification en date du […..] de la cession par Wabco France S.A.S. en faveur de ABN AMRO Bank N.V. dans les conditions prévues par les articles L. 313-23 à L. 313-34 du Code Monétaire et Financier facilitant le crédit aux entreprises, modifiée, des créances suivantes dont nous sommes débiteurs à l’égard de la société Wabco France S.A.S.

Facture N° avec date d’envoi Montants (en EUR) Echéance

Nous acceptons par le présent acte ladite cession, conformément aux dispositions de l’article L. 313-29 du Code Monétaire et Financier. Nous nous engageons, en conséquence, à payer directement ces créances par virement bancaire à votre compte N° [….] et à ne pas opposer d’exceptions fondées sur nos rapports personnels avec Wabco France S.A.S.

Fait à [….]

Le [….]

[DEBITEUR CONCERNE]

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TRANSLATION OF SCHEDULE 9

Form of Acceptance of Assignment of Receivables

Under Articles L. 313-23 to L. 313-34 of the Monetary and Financial Code

(registered letter with acknowledgement of receipt)

We refer to your notice of assignment of receivables in favour of ABN AMRO Bank N.V., Amsterdam branch under Articles L. 313-23 to 313-34 of the Monetary and Financial Code, relating to the receivables referred to below the amount of which is due by us to Wabco France S.A.S.

Invoice N° with date of Sending Amount (in EUR) Maturity Date

We hereby agree to the assignment by Wabco France S.A.S. in accordance with the provisions of Article L. 313-29 of the Monetary and Financial Code of these receivables.

We hereby undertake to pay the amount of such receivables to your account number [….] with [….] and not to raise any defence or objection of whatever nature arising out of our relationship with Wabco France S.A.S.

Made in […..]

On […..]

[RELEVANT DEBTOR]

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SCHEDULE 10

FORM OF LETTER OF ACCEPTANCE OF STIPULATION POUR AUTRUI

[Headed Notepaper of Tulip Asset Purchase Company B.V.]

To: ABN AMRO Bank N.V., Amsterdam branch (the “Initial Purchaser”)

Wabco France S.A.S. (the “Seller”)

Dear Sirs,

Trade Receivables Securitisation Programme

We refer to a receivables sale agreement dated 28 April 2008 and made between the Seller and the Initial Purchaser (the “Receivables Sale Agreement”).

Terms defined in the Receivables Sale Agreement shall bear the same meaning herein.

We refer to Clause 17 (Stipulation pour Autrui) of the Receivables Sale Agreement which states:

“The Initial Purchaser as stipulant and the Seller as promettant promise for the benefit of the Onward Purchaser as bénéficiaire in accordance with articles 1121 and 1122 of the French Civil Code, that the Onward Purchaser shall, subject to the terms and conditions hereof, have the benefit of all representations and warranties, covenants and obligations of the Seller hereunder together with the stipulant who retains such benefit.”

We hereby accept such stipulation in accordance with articles 1121 and 1122 of the French Civil Code.

Yours faithfully

For and on behalf of Tulip Asset Purchase Company B.V.

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SCHEDULE 11

TEG LETTER

ABN AMRO BANK, N.V.,

Amsterdam branch

To: Wabco France S.A.S.

44 Avenue Aristide Briand,

77410 Claye Souilly, France

Dear Sirs,

Securitisation Programme - TEG Letter

This letter is made pursuant to, and subject to, Clause 4.3 of a receivables sale agreement entered into on even date herewith between Wabco France S.A.S. (the “Seller”) and ourselves (the “Receivables Sale Agreement”).

Unless otherwise expressly specified herein, terms defined in the Receivables Sale Agreement shall bear the same meaning herein.

For the purpose of Articles L. 313.1 to L. 313-3 and R. 313.1 to R. 313-5 of the French Consumer Code we have been proceeding to a simulation of the calculation of the taux effectif global for the financing provided to the Seller under the Receivables Sale Agreement (the “Programme”) on the basis of the following assumptions:

(a) the Programme will last for a period of […] years; and

(b) the Programme shall be fully used by the Seller up to EUR […].

As a result of the above and by way of indicative example, we hereby inform you that in accordance with Articles L. 313 to L. 313-6 of the French Consumer Code and Decree n° 95-944 of 4 September 1995, the taux effectif global applicable to the Programme and therefore to the Seller would be […]% per cent. per annum.

The taux effectif global as stated in this letter is an indicative rate only and is not contractually binding on the parties hereto.

Please acknowledge your receipt and agreement with the terms of this letter by countersigning where indicated below.

This letter is governed by and shall be construed in accordance with the laws of France.

Yours faithfully,

Name:

ABN AMRO Bank, N.V., Amsterdam branch

Name:

Wabco France S.A.S.

- 53 -

SCHEDULE 12

MODÈLE DE QUITTANCE SUBROGATIVE

A:	WABCO FRANCE S.A.S.
De:	ABN AMRO BANK N.V., Amsterdam branch.
Date:	[Date: JJ/MM/AAAA]

CONFORMEMENT AUX STIPULATIONS D’UN CONTRAT INTITULE “RECEIVABLES SALE AGREEMENT” en date du 28 avril 2008 et établi entre, inter alia, Wabco France S.A.S. (le « Subrogé ») et AMRO Bank N.V., Amsterdam.

ABN AMRO Bank N.V., Amsterdam branch déclare par les présentes qu’en date du [Date JJ/MM/AAAA], ABN AMRO Bank N.V., Amsterdam branch a reçu du Subrogé le montant nominal total à échoir de chacune des Créances Subrogées spécifiées ci-après (“Créances Subrogées”) soit un montant total égal à […] (“Prix Total de Subrogation”).

A réception du paiement du Prix Total de Subrogation, le Subrogé est subrogé, conformément à l’Article 1250-1° du Code Civil français, dans tous les droits, sûretés et autres droits accessoires du ABN AMRO N.V., Amsterdam branch relatifs aux Créances Subrogées.

Cette quittance subrogative est régie par le droit français.

EN FOI DE QUOI cette quittance subrogative a été signée à [lieu] le [date].

ABN AMRO BANK N.V., AMSTERDAM BRANCH

Représenté par

[…],

son représentant dûment autorisé

- 54 -

FORM OF QUITTANCE SUBROGATIVE

(Translation for Information Purposes)

To:	WABCO FRANCE S.A.S.
From:	ABN AMRO Bank N.V., Amsterdam Branch.
Date:	[Date: DD/MM/YYYY]

IN ACCORDANCE WITH THE TERMS OF A CONTRACT ENTITLED “ONWARD SALE AGREEMENT” dated 28 April 2008 and enterd into between, inter alia, Wabco France S.A.S. and ABN AMRO Bank. N.V., Amsterdam branch.

ABN AMRO Bank N.V., Amsterdam branch hereby declares that on [Date: DD/MM/YYYY], ABN AMRO Bank N.V. received from ABN AMRO Bank N.V. (the “Receivables Subrogee”) the full outstanding nominal amount of each of the Subrogated Receivables specified below (the “Subrogated Receivables”), the aggregate amount of which is […] (the “Aggregate Subrogation Price”).

Upon such payment of the Aggregate Subrogation Price, the Receivables Subrogee is subrogated, in accordance with Article 1250 paragraph 1° of the French Civil Code, to all the rights, title, security interest and other accessory rights of ABN AMRO Bank N.V., Amsterdam branch relating to the Subrogated Receivables.

This quittance subrogative is governed by French law.

IN WITNESS WHEREOF this quittance subrogative has been executed at [place] on [date].

ABN AMRO BANK N.V., AMSTERDAM BRANCH

Represented by

[…],

its duly authorised representative

- 55 -

EX-10.4

Exhibit 10.4

CLIFFORD CHANCE

LIMITED LIABILITY PARTNERSHIP

28 April 2008

WABCO AUTOMOTIVE U.K. LIMITED

as Seller

and

WABCO FUNDING SPRL as Purchaser

RECEIVABLES SECURITISATION DEED

UK/1494628/08 224362/30-40334413

CONTENTS

Clause

Page

1. Definitions 1

2. Offer for Receivables 7

3, Acceptance, Purchase and Assignment 8

4. Payment of the Purchase Price 10

5. Perfection and Further Assurance 10

6. Appointment of Servicer 11

7. Insolvency Risk 12

8. Deemed Collections 12

9. Default Interest 13

10. Representations and Warranties of the Seller 13

11. Representations and Warranties of the Purchaser 14

12. Covenants 15

13. Termination and Default 16

14. Taxes, Increased Costs and Indemnities 18

15. Transfers 22

16. Disclosure of Information 22

17. No Liability and No Petition and limited recourse 23

18. Waiver 24

19. Partial Invalidity 24

20. Notices and Amendments 24

21. Contracts (Rights of Third Parties) Act 1999 25

22. Governing Law and Jurisdiction 25

SCHEDULE 1 General Terms and Conditions 27

SCHEDULE 2 Addresses for Notice 28

SCHEDULE 3 Form of Offer 29

SCHEDULE 4 Certificate of Officer 30

SCHEDULE 5 Conditions Precedent 31

UK/1494628/08 224362/30-40334413

THIS RECEIVABLES SECURITISATION DEED is made on 28 April 2008

BETWEEN:

(1) WABCO AUTOMOTIVE U.K. LIMITED an English company with its registered office at Beacon Works, Texas Street, Leeds, LS27 0HQ, United Kingdom (the “Seller”); and

(2) WABCO FUNDING SPRL, a Belgian company with its registered office at Rue de Genval 20, 1301 Bierges, Belgium (the “Purchaser”).

WHEREAS:

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.

The Seller acknowledges that the Purchaser may on-sell a number of the Receivables purchased under this Deed to Tulip Asset Purchase Company B.V. (the “Onward Purchaser” or “TAPCO”) under the RPA as part of a trade receivables securitisation transaction for certain European subsidiaries and affiliates of WABCO Holdings Inc.

IT HAS BEEN AGREED AS FOLLOWS:

I. DEFINITIONS

1.1 The expressions defined in the Receivables Purchase Agreement dated on or about the date hereof shall, except where the context otherwise requires and save where otherwise defined herein, have the same meanings in this Deed and in the recitals hereto.

1.2 In this Deed, except as the context otherwise requires:

“Advances” means all Advances and Same Day Advances made pursuant to the Liquidity Facility Agreement (as defined therein), all Drawings under the Euro Standby Letter of Credit Agreement and all drawings made under the Euro Programme Enhancement Facility Agreement (in each case as defined therein);

“Adverse Claim” means any charge, encumbrance, proprietary or security interest, right of retention, lien or other right or claim in, over or on any person’s assets or properties in favour of any other person (but excluding the rights of the Debtor under any Contract in respect of the use or possession of goods the subject of such Contract);

“Affiliate” means as to a specified entity, any entity that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the entity specified;

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“Aggregate Outstanding Nominal Amount” means at any time, with respect to all Sold Receivables, the aggregate Outstanding Nominal Amount of each Sold Receivable;

“Average Collection Period” means at any time the latest figure published by the Seller for the average number of days between the invoice date of its Receivables and the date of collection of such Receivables;

“Business Day” means any day (other than a Saturday or a Sunday) on which banks are open for business in London, Amsterdam, Brussels and New York and, if such reference relates to the date for the payment or purchase of any sum denominated in any currency not the lawful currency in London, Amsterdam, Brussels or New York, any day on which banks in the principal financial centre of the country of such currency are open for business;

“Collections” means, with respect to any Sold Receivable, all amounts received in respect of such Sold Receivable including the following:

(i) cash collections, finance, interest, late payment or similar charges;

(ii) payments made on any bill of exchange, promissory note or other negotiable instrument issued in respect of such Sold Receivable to any holder thereof;

(iii) all cash proceeds of Related Security with respect to such Sold Receivable; and

(iv) any Deemed Collections of such Sold Receivable;

“Conditions Precedent” means the conditions precedent to the valid delivery of an Offer set out in Schedule 5;

“Contract” means each of the agreements between the Seller and a Debtor which is subject to the General Terms and Conditions set out in Schedule 1, pursuant to which a Debtor shall be obliged to pay for goods purchased from or services provided by the Seller;

“Credit and Collection Policies” means the collection policies and practices from time to time applied by the Seller and notified in writing to the Purchaser and to the Onward Purchaser in relation to Receivables in accordance with the laws of the jurisdiction in which the Seller originates or administers Receivables;

“CP Programme” means the commercial paper programme established “by the Issuer pursuant to the Dealer Agreements;

“Debtor” means a person set out in the records of the Seller as being obliged to make payments for the provision of goods or services by the Seller evidenced by a Contract for which an invoice has been issued (or, if different, the person so obliged);

“Deemed Collection” has the meaning set out in Clause 8;

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“Defaulted Receivable” means any Sold Receivable (other than a Disputed Receivable or a Written-off Receivable) in respect of which:

(i) the Servicer has not been paid by the relevant Debtor (including, without limitation, payments made by third parties on behalf of the Debtor) by the end of the Collection Period (as defined in the RPA) during which such Sold Receivable becomes more than 90 days overdue for payment from its Receivable Due Date (as defined in the RPA); or

(ii) the related Debtor is subject to an Insolvency Event; or

(iii) a declaration has been made by the Seller or by the Servicer, if the Seller is no longer the Servicer, that such Sold Receivable is irrecoverable; or

(iv) legal proceedings have been commenced for its recovery; or

(v) the Servicer has transferred to the doubtful receivables account; or

(vi) payment rescheduling has occurred.

For these purposes, if a Sold Receivable is credit-insured with an insurance company acceptable to TAPCO only the uninsured portion of such Sold Receivables shall be deemed a Defaulted Receivable;

“Disputed Receivable” means any Receivable in respect of which payment is disputed in whole or in part, with or without justification, by the Debtor owing such Receivable whether by reason of any matter concerning the goods in respect of which the original invoice was issued or by reason of any other matter whatsoever or in respect of which a set-off or counterclaim is being claimed by such Debtor;

“EU Insolvency Regulation” means Council Regulation (EC) No. 1346/2000 of 29 May 2000;

“EURIBOR” means:

(a) the percentage rate per annum equal to the offered quotation which appears on the page of the Telerate Screen which displays the rate of Banking Federation of the European Union for the euro (being currently page 248) for such period as of 11.00 a.m. (Brussels time) on the relevant calculation date or, if such page or such service shall cease to be available, such other page or such other service for the purpose of displaying the rate of the Banking Federation of the European Union as ABN AMRO Bank N.V. shall select;

(b) (if no Screen Rate is available for the relevant period) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Purchaser at its request quoted by the Reference Bank to leading banks in the European interbank market,

UK/1494628/08 - 3 - 224362/30-40334413

as of 11.00 a.m. (Brussels time) on the quotation day for the offering of deposits in euro for a period comparable to the relevant term;

“Event of Default” has the meaning defined in Clause 13.2;

“Facilities” means each of the Liquidity Facility Agreement, the Euro Programme Enhancement Facility Agreement and the Euro Standby Letter of Credit Agreement;

“Funding Agreement” means the loan agreement between TAPCO and the Issuer under which the Issuer may agree from time to time to advance moneys to TAPCO for the purchase of receivables (or the funding of the purchase of receivables) and any other agreement whereby TAPCO acquires or may acquire funds for the purposes of purchasing Purchased Receivables (as defined in the RPA), but shall exclude the Facilities;

“Insolvency Event” means, in relation to any party, the occurrence of any one or more of the following: (a) such party is or would as a consequence of making an Offer and the acceptance of such Offer be unable to pay its debts as they fall due within the meaning of Section 123 of the Insolvency Act 1986, (b) the petition shall have been presented for the making of an administration order or a winding up order in relation to it or any reorganisation, arrangement, adjustment, protection, relief or composition of it or its debt under any law relating to bankruptcy, insolvency or reorganisation or relief of debtors shall have occurred, or seeking the entry of any order for relief for the appointment of a receiver or trustee for it or any substantial part of its property, or (c) any proceeding of the type described in the foregoing Clause (b) shall be instituted by such party and shall have remained undismissed for a period of sixty (60) consecutive days, or an order granting relief requested in any such proceeding shall be entered;

“Issuer” means Tulip Euro Funding Corporation Limited, a limited liability company incorporated in Jersey and having its registered office at 26 New Street, St Helier, Jersey, Channel Islands;

“Liquidity Facility Agreement” means the liquidity facility agreement dated on or about the date hereof between the Onward Purchaser, ABN AMRO Bank N.V. and the Banks (as defined therein) and any extension or renewal thereof;

“Loan Agreement” means the loan agreement made between the Purchaser as Borrower and Wabco Financial Services SPRL as Lender;

“Loans” means all outstanding loans or part thereof made to TAPCO pursuant to the Funding Agreement for the purpose of financing or refinancing any purchase under the Receivables Purchase Agreement;

“Matured Value” means, in respect of any Loan, the sum of (a) the principal amount thereof, (b) all unpaid interest which is scheduled to become due (whether or not then due) under such Loan and (c) all unpaid fees and other amounts which are then known and scheduled to become due (whether or not then due) on, or in connection with such Loan, in each case payable to, or for the benefit of the Issuer. For the purposes of

UK/1494628/08 - 4 - 224362/30-40334413

calculating whether the Aggregate Receivables Investment (as defined in the RPA) denominated in euro or Sterling exceeds the Matured Value of the Loans, as the case may be, the Outstanding Nominal Amount of each Receivable shall be converted into US dollars using the rate of exchange contracted in the Hedging Transaction (as defined in the RPA) entered into by TAPCO to hedge its exposure under the Funding Agreement in connection with the funding of the purchase of such Receivable for the delivery to TAPCO of US dollars against the delivery by TAPCO of euro or Sterling;

“Nominal Amount” means, with respect to any Receivable, the principal amount of such Receivable as reflected in the books of the Seller;

“Offer” means a written offer in substantially the form set out in Schedule 3; “Offer Date” means a day which is two Business Days prior to a Purchase Date; “Other Receivables Sale Agreements” means each of the following agreements:

(a) the Receivables Sale Agreements dated on or about the date hereof and made between the Purchaser and WABCO Fahrzeugsysteme GmbH;

(b) the Receivables Sale Agreements dated on or about the date hereof and made between ABN AMRO Bank N.V. (Amsterdam Branch) and WABCO France S.A.S.;

(c) the Onward Sale Agreement dated on or about the date hereof and made between ABN AMRO Bank N.V. (Amsterdam Branch) and Wabco Funding SPRL; and

(d) any other Receivables Sale Agreement to be entered into by the Purchaser and a Seller from time to time, with the prior written consent of the Onward Purchaser;

“Other Servicing Agreements” means each Servicing Agreement dated on or about the date hereof between TAPCO and each Servicer appointed pursuant to each such Servicing Agreement;

“Outstanding Nominal Amount” means at any time, with respect to any Sold Receivable, the Nominal Amount of such Sold Receivable as determined by the most recent Monthly Report, less the amount of Collections received by TAPCO and applied to the Nominal Amount of such Sold Receivable, provided that such Outstanding Nominal Amount shall be restored in the amount and to the extent of any Collections so received and applied if at any time the distribution of such Collections is rescinded or must otherwise be returned for any reason. For these purposes, Collections shall not be treated as “received” by TAPCO until they have been credited to the Operating Account or applied to amounts due by TAPCO pursuant to Clause 9 of the RPA;

“Programme Limit” shall have the meaning ascribed to such term in the RPA;

UK/1494628/08 - 5 - 224362/30-40334413

“Purchase Date” means, with respect to any sale of Receivables, the date upon which such sale is completed in accordance with Clause 3 of this Deed;

“Purchase Price” shall have the meaning ascribed to such term in Clause 4;

“Purchaser’s Account” means the account number 720-5404858-30 in the name of the Purchaser with ABN AMRO Bank N.V, Belgium branch;

“Receivable” means any indebtedness owed or purported to be owed to the Seller by a Debtor as the price for goods or services supplied by the Seller to such Debtor;

“Receivables Purchase Agreement” or “RPA” means the receivables purchase agreement dated on or about the date hereof and made between the Purchaser and TAPCO providing for the on-sale by the Purchaser to TAPCO of certain Receivables purchased under this Deed;

“Records” means, in respect of any Receivable, all Contracts, correspondence, notes of dealings and other documents, books, books of account, registers, records and other information (including, without limitation, computer programmes, tapes, discs, data processing software and related property and rights) maintained (and recreated in the event of destruction of the originals thereof) with respect to such Receivable and the related Debtor;

“Related Security” means with respect to any Receivable:

(a) all Adverse Claims of the Seller on any property from time to time, if any, purporting to secure payment of such Receivable, whether pursuant to the Contract related to such Receivable or otherwise, together with all financing statements signed by a Debtor describing any collateral security securing such Receivables;

(b) all guarantees, insurance and other agreements or arrangements of whatever character from time to time supporting or securing payment of such Receivable whether pursuant to the Contract related to such Receivable or otherwise;

(c) all Records related to such Receivable; and

(d) all proceeds at any time howsoever arising out of the resale, redemption or other disposal of (net of collection costs), or dealing with, or judgements relating to, any of the foregoing, any debts represented thereby, and all rights of action against any person in connection therewith;

“Relevant Claim” means, in respect of any tax for which the Seller would be liable to pay, indemnify or make an additional payment to the Purchaser under Clause 14, any claim, assessment, notice, demand or other document issued or action taken by or on behalf of a tax authority by which the Purchaser is liable or is sought to be made liable

UK/1494628/08 - 6 - 224362/30-40334413

to make a payment to the tax authority or to another person or is denied or sought to be denied a Relief;

“Relief” means any loss, relief, allowance, exemption, set-off, deduction, right to repayment or credit or other relief of a similar nature granted by or available in relation to tax pursuant any legislation or otherwise;

“Sale Discount” means, on any Purchase Date, the product of (a) the aggregate Nominal Amount of all Receivables to be purchased on such Purchase Date, and (b) a fraction having as the numerator the Average Collection Period on such Purchase Date, and as denominator 360, and (c) EURIBOR for a duration equal to the Average Collection Period on such Purchase Date (calculated on an actual/360 basis);

“Sale Fee” means, on any Purchase Date, 0.1% of the Nominal Amount of all Receivables to be purchased on such Purchase Date, or such other percentage agreed between the parties;

“Securitisation Agreements” means

(i) this Deed and any Other Receivables Sale Agreement;

(ii) the RPA;

(iii) the Accounts Administration Agreement;

(iv) the Loan Agreement;

(v) the Facilities; and

(vi) the Servicing Agreement and any Other Servicing Agreement;

“Servicer” means such person so designated from time to time in accordance with the Servicing Agreement and being at the date hereof WABCO Automotive U.K. Limited;

“Servicing Agreement” means the servicing agreement dated on or about the date hereof between a Servicer and TAPCO;

“Sold Receivables” means any Receivable sold and purchased (or, if the context so requires, to be sold and purchased) under this Deed; and

“Written-Off Receivable” means any Receivable which has been written off as irrecoverable for accounting purposes by the Seller in accordance with the Seller’s general accounting practices.

2. OFFER FOR RECEIVABLES

2.1 On each Offer Date after the Conditions Precedent have been fulfilled to the satisfaction of, or waived by, the Purchaser but in any event before the Termination Date, the Seller may (but shall not be obliged to) offer to sell and to assign to the Purchaser Receivables and their Related Security by delivering to the Purchaser by facsimile an Offer meeting the requirements set forth below.

UK/1494628/08 - 7 - 224362/30-40334413

2.2 Each Offer delivered pursuant to Clause 2.1 shall:

(a) specify the aggregate Nominal Amount of the Receivables to be purchased on such Purchase Date, and the Purchase Price in relation to such Offer;

(b) identify in relation to each such Receivable:

(i) the name and account number of the Debtor owing such Receivable and its address;

(ii) the invoice date and invoice number;

(iii) the Receivable due date; and

(iv) the Nominal Amount of each such Receivable;

(c) specify the bank and account into which the Purchase Price is to be paid.

2.3 Delivery of an Offer pursuant to Clause 2.1 shall constitute an offer by the Seller binding upon it to sell, to transfer and to assign to the Purchaser with full title guarantee on the following Purchase Date each of the Receivables designated in such Offer and the Related Security.

3. ACCEPTANCE, PURCHASE AND ASSIGNMENT

3.1 Upon delivery of an Offer in accordance with Clause 2, the Purchaser may, but shall not be obliged to, accept such Offer in respect of all or any Receivables the subject of such Offer if:

(a) no Event of Default shall have occurred and be continuing as at the proposed Purchase Date;

(b) the Conditions Precedent have been fulfilled to the satisfaction of the Purchaser or waived by it;

(c) the Offer meets the requirements of Clause 2.2;

(d) the representations and warranties set out in Clause 10 are true in each and every respect;

(e) the proposed Purchase Date is a Purchase Date;

(f) on the proposed Purchase Date, assuming the Offer is accepted, the Aggregate Receivables Investment would be equal to or higher than the sum of (i) the aggregate of the Matured Value of the Loans outstanding from the Issuer to the Onwards Purchaser and (ii) all outstanding Advances (where applicable, such amounts to be converted to euro at the rate specified in the relevant hedging agreement);

UK/1494628/08 - 8 - 224362/30-40334413

by depositing not later than 2.15 p.m. (Brussels time), to the account specified in the Offer in immediately available funds on the relevant Purchase Date and without set off, netting or deduction, the sum of £1,000 whereupon such Receivables and Related Security shall be sold, transferred and assigned to the Purchaser and title thereto shall pass from the Seller to the Purchaser. Provided always that, if any of the conditions referred to above (save for those conditions which refer to the valid title of the Seller and the transferability of the relevant Receivable) are not met to any extent, then (whether or not the Purchaser is aware of the breach of such conditions) this shall affect neither the validity of the purchase contract (subject to the rights of the Purchaser thereunder) nor of the Purchaser’s title to the relevant Receivables nor any remedy the Purchaser may have for such breach whether under this Deed or at law.

3.2 Each Offer may be accepted only with respect to the Receivables specified in the relevant Offer and any purported form of acceptance of such Offer otherwise than in the manner specified above shall be null and void and of no effect (and for the avoidance of doubt nothing in this Deed or in any Offer or in any other document shall of itself operate so as to convey or transfer to any person any interest in any Receivables or Related Security).

3.3 The Seller shall indemnify the Purchaser against any loss or expense incurred by the Purchaser as a result of any purported revocation of an Offer or any failure by the Seller to complete the sale, purchase and assignment of the Receivables specified in an Offer other than any loss or expense resulting from the negligence or default on the part of the Purchaser in connection therewith, and in no event shall the Seller be liable for any special, punitive or consequential damages asserted by the Purchaser.

3.4 If any Receivable or the Related Security is not transferred for any reason following acceptance of an Offer in accordance with the terms of this Deed other than the Purchaser’s own negligence or default, the Seller shall be obliged to take all actions necessary for the transfer of such Receivable or Related Security without undue delay and its own expense. The Seller shall indemnify the Purchaser against any loss or expense reasonably incurred by the Purchaser as a result of the failure to transfer the same, other than any loss or expense resulting from the negligence or default on the part of the Purchaser in effecting such transfer.

3.5 The Seller may demand performance by the Purchaser of its obligations hereunder and enforce these obligations, but waives the right to demand rescission of the purchase of any Receivable. The Seller waives any unpaid seller’s lien that it may have.

3.6 If, at any time on or before the close of business on any Business Day of the Seller, the Aggregate Receivables Investment (as defined in the RPA) is less than the aggregate of the Matured Value of the Loans and all outstanding Advances (where applicable converted to U.S. dollars at the rate specified in the relevant Hedging Transaction (as defined in the RPA)), the Seller may offer to sell to the Purchaser an additional amount of Receivables at such Purchase Price as is necessary to reduce such deficiency to zero.

UK/1494628/08 - 9 - 224362/30-40334413

3.7 If the Seller shall fail to offer to sell Receivables pursuant to Clause 3.6, then the Purchaser shall be entitled to declare the occurrence of a Termination Event and the Purchaser shall have no right to any monetary compensation or to seek to compel the Seller to effect any such additional sales.

4. PAYMENT OF THE PURCHASE PRICE

4.1 On each Purchase Date on which the Purchaser accepts an Offer in accordance with clause 3.1, the Purchaser shall (in addition to the payment of the amount of £1,000 contemplated by Clause 3.1) pay to the Seller the purchase price for the Receivables sold on that date, calculated as follows (the “Purchase Price”):

(a) the Outstanding Nominal Amount of the Receivables sold on the relevant Purchase Date; minus

(b) the Sale Fee; minus

(c) the Sale Discount; minus

(d) £1,000.

4.2 The Nominal Amount of the Receivables, for the purposes of the above calculations, includes VAT if applicable.

4.3 On each date upon which this Deed requires an amount to be paid by either party hereunder, such party shall, save as expressly provided herein, make the same available to the payee by payment in the relevant currency and in immediately available, freely transferable, cleared funds to such account and bank as the relevant payee shall have specified for this purpose

4.4 All payments made by the Seller hereunder shall be made free and clear of and without any deduction for or on account of any set-off or counterclaim.

4.5 The Purchaser may, but need not, apply any sum at any time due from it to the Seller (in its capacity as Seller or Servicer) under this Deed or under the Servicing Agreement in or towards satisfaction of any amount then due from the Seller (in its capacity as Seller or Servicer) and, for this purpose, the Purchaser may apply the sum so due from it in or towards the purchase of such amounts of such other currencies as may be required to effect such application

5. PERFECTION AND FURTHER ASSURANCE

5.1 The Purchaser may do whatever is necessary to ensure that the sale of the Receivables is duly perfected against both the Seller and indirectly each Debtor. The Purchaser may in particular give notice of the sale of the Receivables to the Debtors at any time, and may require the Seller to do so. To this effect, the Seller shall deliver to the Purchaser simultaneously with the execution of this Deed a certificate in the form of Schedule 4, duly printed on its headed paper and executed by a duly authorised officer.

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Each notification made by the Purchaser in accordance with this Clause 5.1 may be accompanied by a photocopy of such certificate.

5.2 The Seller agrees that from time to time it will promptly execute and deliver all instruments and documents and take all action that the Purchaser may reasonably request in order to perfect or protect the assignment of the Receivables or to enable the Purchaser to exercise or enforce its rights under this Deed.

5.3 Any notice to the Debtors pursuant to this Clause 5 shall instruct the Debtors to pay the amount of the Sold Receivables directly to the Purchaser or TAPCO, as the case may be, and shall state the relevant bank account number.

5.4 If any Receivable or the Related Security is not transferred for any reason, the Seller shall be obliged to take all actions necessary for the transfer of such Receivable or Related Security without undue delay and at its own expense. The Seller shall indemnify the Purchaser against any loss or expense incurred by the Purchaser as a result of the failure to transfer the same, other than any loss or expense resulting from the negligence or default on the part of the Purchaser in effecting such transfer.

5.5 Without prejudice to the provisions of Clauses 13.1 to 13.4, the Seller irrevocably constitutes and appoints the Purchaser, with full power of substitution, as its true and lawful attorney and agent, with full power and authority in its name or otherwise, and in its place and stead, and for its use and benefit at any time after the occurrence of a Event of Default which has been notified to the Seller in writing and which has not been cured to the satisfaction of the Purchaser within 5 days of receipt of such notice to take such action as the Purchaser may deem necessary or desirable in order to protect, its own interests, the interests of TAPCO and/or the liquidity banks and/or the Purchaser under this Deed and/or to perfect title to any of the Sold Receivables, or Related Security, including the giving of notices of assignment, redirection of mail and the endorsement of drafts, cheques and other payment media, to perform any agreement or obligation of the Seller or the Servicer under or in connection with this Deed and to exercise all other remedies of the Seller under this Deed or existing at law. In furtherance of the power herein granted, the Purchaser and the Seller will assist and co-operate with the Purchaser and provide such facilities as the Purchaser may request. The power of attorney hereby granted is given by way of security, is coupled with an interest, and is irrevocable and will extend to and be binding upon the successors and assigns of the Seller.

6. APPOINTMENT OF SERVICER

6.1 The servicing, administering and collection of the Sold Receivables shall be conducted by the Servicer, pursuant to the Servicing Agreement.

6.2 In availing itself of its powers as an attorney of the Seller pursuant to Clause 5.5, the Purchaser may, inter alia, initiate legal proceedings against a Debtor for the collection of a Receivable in the name of the Seller. Before initiating legal proceedings, the Purchaser (unless it is prevented from doing so as a result of the sale of the Receivable

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to a third party) shall offer the Seller the possibility to buy back such Sold Receivable at its outstanding Nominal Amount.

7. INSOLVENCY RISK

7.1 For the avoidance of doubt, the parties confirm that the Purchaser shall bear the risk of insolvency of the Debtors of the Receivables purchased by it hereunder.”

8. DEEMED COLLECTIONS

8.1 If on any day:

(a) a Receivable becomes a Disputed Receivable;

(b) the Nominal Amount of any Receivable is reduced by reason of any set-off or counterclaim or any discount or other trade credit;

(c) the effectively collectible amount of a Receivable is reduced by reason of any deduction on account of tax; or

(d) the Seller is entitled to claim from any tax authorities a refund of any amount of VAT included in a Receivable;

the Seller shall be deemed to have received on such day a “Deemed Collection” in an amount equal to the nominal amount of such Receivable plus any reasonable expenses that the Purchaser has already incurred in connection with the administration or attempted collection of such Receivable (in the case of paragraphs (a) to (c)), or the amount of such collection, reduction or refund (in the case of paragraphs (d).

8.2 If on any day the Seller is deemed to have received a Deemed Collection, the Seller shall promptly pay an amount equal to such Deemed Collection to the Purchaser by transfer of such amount to the Purchaser’s Account.

8.3 If any Receivable which is or is purported to be sold and assigned to the Purchaser hereunder shall have been collected in whole or in part prior to the Purchase Date without such Collection having been deducted from the face amount of such Receivable prior to the Purchase Date, then the portion thereof which shall have been so collected shall be treated for the purposes of this Deed as a Deemed Collection thereof which has been received on the date of the Purchase Date.

8.4 Upon receipt of the payment referred to in Clause 8.2 on account of a Deemed Collection, the Purchaser shall re-assign to the Seller (without recourse or warranty on the part of the Purchaser and at the sole cost of the Seller) the relevant Receivable’or fraction thereof. To the extent, however, that the Purchaser has transferred such Receivable to any third party, such re-assignment of the Receivable to the Seller shall be subject to the rights of such third party and shall only take place if and when the Purchaser is able itself to obtain a re-assignment from such third party.

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9. DEFAULT INTEREST

If any sum due and payable by either party under this Deed or under any judgement rendered in connection therewith is not paid on the due date therefor, such sum shall bear interest as of right and without notice at EURIBOR (three months) determined for the period selected by the Purchaser plus 2%, on a actual/360 basis, from the due date thereof until actual payment.

10. REPRESENTATIONS AND WARRANTIES OF THE SELLER

10.1 The Seller represents and warrants to the Purchaser that:

(a) it is a corporation duly incorporated under the laws of its jurisdiction of incorporation, is not subject to any legal proceedings for an Insolvency Event and has not filed an application for an Insolvency Event, its annulment as a legal entity or the appointment of an Insolvency Officer;

(b) its execution, delivery and performance of this Deed and the transactions contemplated hereby are within its corporate powers and have been duly authorised by all necessary corporate action, require no action by or in respect of, or any filing, recording or enrolling with, any governmental body, agency court official or other authority, and do not contravene, or constitute a default under, any provision of applicable law or regulation, order, decree or other instrument binding upon the Seller or result in the creation or imposition of any Adverse Claim on the assets of the Seller) other than in favour of the Purchaser pursuant to this Deed;

(c) this Deed constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms;

(d) this Deed does not violate any contractual or other obligation binding upon the Seller;

(e) there is no floating charge in existence on the business of the Seller;

(f) all information furnished by it to the Purchaser for the purposes of or in connection with this Deed is true and accurate in every material respect at and as of the time furnished; and

(g) it has its “centre of main interests”, as that term is used in Article 3(1) of the EU Insolvency Regulation, in England and Wales.

10.2 In addition, the Seller represents and warrants to the Purchaser that:

(a) none of the Sold Receivables have been subject to any attachment or are the subject of any encumbrance;

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(b) the amount, due date and other details of each Sold Receivable as set out in the report delivered by the Seller to the Purchaser under Clause 2.2 are true and correct;

(c) each Receivable purported to be sold hereunder is subject to the Seller’s General Terms and Conditions of sale set out in Schedule 1; and

(d) upon each Purchase Date hereunder the Purchaser shall acquire the ownership of each Sold Receivable assigned on such Purchase Date and the Related Security with respect thereto each such Sold Receivable shall be free and clear of any Adverse Claim (other than in favour of the Purchaser) excluding for the avoidance of doubt (i) any general preferences arising in the ordinary course of business on the assets of the Seller and (ii) any set-off rights arising by operation of law.

10.3 The Purchaser contemplates reselling to a third party all or part of the Receivables purchased from the Seller, in the context of a securitisation of Receivables of certain European subsidiaries and Affiliates of WABCO Holdings Inc. In this connection, the Purchaser may from time to time provide the Seller with a copy of the representations, warranties, eligibility criteria and other relevant requirements of the proposed securitisation programme, and request that the Seller correspondingly to make additional representations and warranties and undertake additional covenants in respect of those Receivables sold hereunder which may be eligible for resale under the securitisation programme. The Seller undertakes to use reasonable efforts to comply with this request and to offer its full co-operation in this respect.

10.4 The representations and warranties made in Clauses 10.1 and 10.2 shall be given by the Seller to the Purchaser on the date hereof and on each Purchase Date. The representations and warranties made in accordance with Clauses 10.1 and 10.2 shall be given as soon as practicable after the Purchaser’s request to that effect and on each subsequent Purchase Date.

10.5 The Seller shall promptly indemnify the Purchaser against any losses resulting from the inaccuracy of any representation made in Clauses 10.1 and 10.2 or in accordance with Clause 10.4 other than any loss or expense resulting from negligence or fraud on the part of the Purchaser in connection therewith and in no event shall the Seller be liable for any special, punitive or consequential damages asserted by the Purchaser.

11. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

The Purchaser represents and warrants to the Seller that:

(a) it is a corporation duly incorporated under Belgian law, is not subject to any legal proceedings for an Insolvency Event and has not filed an application for a bankruptcy;

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(b) its execution, delivery and performance of this Deed and the transactions contemplated hereby are within its corporate powers and have been duly authorised by all necessary corporate action;

(c) this Deed does not violate any contractual or other obligation binding upon the Purchaser; and

(d) there is no floating charge in existence on the business of the Purchaser.

12. COVENANTS

12.1 At all times from the date hereof until all Receivables have been duly paid by the relevant Debtors to the Purchaser:

(a) the Seller shall provide the Purchaser upon request with a copy of its latest audited annual accounts;

(b) the Seller shall comply in all respects with all laws, rules, regulations, orders, writs, judgements, injunctions, decrees or awards to which, to the best of its knowledge, it may be subject, and which could reasonably be regarded as material in the context of the transactions contemplated by this Deed;

(c) the Seller shall provide the Purchaser with all information to which the Purchaser is reasonably and properly entitled pursuant to this Deed;

(d) upon request, the Seller shall provide the Purchaser with a copy of the invoices relating to the Receivables sold;

(e) the Seller shall furnish to or notify the Purchaser of:

(i) prior to implementation, any change in or amendment to the Credit and Collection Policies which the Seller does not in its reasonable opinion consider to be material;

(ii) any material change in or amendment to the Credit and Collection Policies for approval prior to implementation, such approval not to be unreasonably withheld; if such approval is not given by the Purchaser, no such change or amendment of the Credit or Collection Policies will be implemented; and

(iii) such other information (including non-financial information) as the Purchaser may from time to time reasonably request;

(f) the Seller shall keep and maintain adequate Records on a Receivable by Receivable basis. The Seller shall give the Purchaser notice of any material change to its administrative and operating procedures in relation to the keeping and maintaining of Records;

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(g) the Seller shall, at its expense, in a timely and commercially reasonable manner fully perform and comply with all provisions, covenants and other promises required to be observed by it under the contracts related to the Sold Receivables as if interests in the Sold Receivables had not been assigned and sold hereunder;

(h) the Seller shall comply with the Credit and Collection Policies with regard to all Receivables, any Related Security and the related Contract as if interests in the Receivables had not been or were not to be sold hereunder;

(i) the Seller shall not sell, assign or otherwise dispose of, or create or suffer to exist any encumbrance upon or with respect to any goods the subject of any Sold Receivable, any Sold Receivable or related Contract or security, or assign any right to receive income in respect thereof or attempt, purport or agree to do any of the foregoing; and

(j) except as otherwise permitted hereunder, the Seller shall not extend, amend or otherwise modify the material terms of any Sold Receivable or amend, modify or waive any material term or condition of any Contract related thereto.

(k) the Seller shall assist the Purchaser’s auditors and provide information to them upon request;

(1) the Seller shall not change the nature of its business.

13. TERMINATION AND DEFAULT

13.1 The Seller may at any time terminate this Deed with 5 days notice.

13.2 An Event of Default shall occur if:

(a) any party fails to pay any sum due from it hereunder at the time, in the currency and in the manner specified herein, subject to a 5 day grace period;

(b) (in respect of the Seller) any representation or warranty made by the Seller in Clauses 10.1, 10.2 or 10.3 is or proves to have been materially incorrect or misleading when given;

(c) (in respect of the Purchaser) any representation or warranty made by the Purchaser in Clause 11 is or proves to have been materially incorrect when given;

(d) any party fails duly to perform or comply with any other obligation expressed to be assumed by it in this Deed and such failure is not remedied within three days after the other party has given notice thereof to such party;

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(e) any indebtedness of any party in an aggregate amount of at least USD 1,000,000 is not paid when due, any such indebtedness is declared to be or otherwise becomes due and payable prior to its specified maturity, or any creditor or creditors become entitled to declare any such indebtedness due and payable prior to its specified maturity;

(f) any party is unable to pay its debts as they fall due, commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its indebtedness, or makes a general assignment for the benefit of or a composition with its creditors;

(g) any party is subject to legal proceedings for an Insolvency Event, is dissolved or enters in liquidation, or an Insolvency Officer is appointed in relation to it, or any similar event occurs under the laws of any jurisdiction;

(h) any party takes any corporate or other action with a view to any of the events set out in the preceding paragraph;

(i) the Termination Date occurs or a Termination Event occurs under the RPA

(j) an Event of Default has occurred under the Loan Agreement (as defined thereunder);

(k) any material adverse change occurs in the financial position or the collection procedures of the Seller;

(1) there is a default by the Seller in respect of any of its payment obligations to third parties in aggregate in excess of USD 1,000,000 or its equivalent at any time; and

(m) the Seller is no longer a Subsidiary (directly or indirectly) of WABCO Holdings Inc.

13.3 This Deed shall automatically terminate upon the occurrence of any Event of Default referred to under paragraphs (e) or (f) of Clause 13.2. If any other Event of Default shall occur and be continuing in respect of either party, the other party may terminate this Deed by simple notice to such party. Additionally, the Seller shall have the right to terminate this Deed immediately upon written notice to the Purchaser if a court or taxing authority in the jurisdiction in which the Seller is organised or primarily does business determines that this Deed or any arrangement substantially similar to this Deed either (a) constitutes a security arrangement rather than a true sale or (b) otherwise involves an actual or deemed payment by the Seller upon which a withholding tax is due. In such an event, the outstanding Nominal Amount of all Sold Receivables shall be considered to be a Deemed Collection and the provisions of Clauses 8.1, 8.2 and 8.4 shall apply.

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13.4 The termination of this Deed means that no further sales of Receivables may take place, but, except as otherwise provided in Clause 13.3 above, shall not otherwise affect the rights and obligations of the parties hereunder.

14. TAXES, INCREASED COSTS AND INDEMNITIES

14.1 The Seller shall pay all stamp duty, registration and other taxes excluding income taxes and franchise taxes other than such taxes resulting solely from the activities of the Seller under the Securitisation Agreements, to which this Deed or any judgement given in connection herewith or therewith may at any time become subject subsequent to the date of this Deed and, from time to time on demand of the Purchaser, immediately indemnify the Purchaser against any liabilities, costs, claims and expenses resulting from any failure to pay or any delay in paying any such tax, except those penalties and interest charges that are due to the negligence of the Purchaser or its agents provided that, in the case of any payment relating to the Euro Standby Letter of Credit Agreement, the Seller shall only be required to pay (a) amounts payable solely in respect of, or as a result of the transaction contemplated by this Deed and the funding thereof and (b) such proportion of any general cost equal to the proportion which the L/C Portion relating to the transaction contemplated in this Deed bears to the then Available L/C Portion (both terms as defined in the Euro Standby Letter of Credit Agreement). In the case of any payment relating to the Euro Programme Enhancement Facility Agreement, the Seller shall only be required to pay (i) amounts payable solely in respect of, or as a result of, the transactions contemplated by this Deed and the funding thereof and (ii) such proportion of any general cost equal to the proportion which the Euro Programme Enhancement Facility Portion relating to the transactions contemplated in this Deed bears to the then Available Programme Enhancement Facility Portion. The Purchaser shall, as soon as it becomes aware that any such stamp duty, registration or other taxes may become due, inform the Seller of the same. If the Seller shall request, Purchaser shall contest, or permit Seller to contest on Purchaser’s behalf (in either case at the expense of Seller) any such stamp duty, registration or other taxes that the Seller reasonably believes is not lawfully owed. The Purchaser and the Seller shall cooperate to the extent practicable, and the Purchaser shall endeavour to take such measures as shall be practicable, with a view to lawfully mitigate any such stamp duty, registration or other taxes and expenses. In the event that the Purchaser receives a refund of any stamp duty, registration or other taxes for which the Seller has made an indemnification payment to the Purchaser under this Clause 14.1, the Purchaser will immediately pay such refund to the Seller, inclusive of any interest thereon received from the relevant taxing authority.

14.2 All payments to be made by the Seller to the Purchaser hereunder shall be made free and clear of and without deduction for or on account of tax unless the Seller is required to make such a payment subject to the deduction or withholding of tax, in which case the sum payable by the Seller in respect of which such deduction or withholding is required to be made shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Purchaser receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the

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sum which it would have received and so retained had no such deduction or withholding been made or required to be made. If the Purchaser shall be entitled to exemption from or reduction of an applicable withholding tax, the Purchaser will provide to the Seller such documentation as is required under the laws of the relevant taxing jurisdiction to avail of said withholding tax exemption or reduction.

14.3 If the Seller makes any deduction or withholding and an increased payment becomes payable under Clause 14.2 then, if the Purchaser has been granted by any relevant tax authority a credit or refund in respect of such payment, the Purchaser shall (to the extent that it can do so without prejudice to the retention of the amount of that credit or refund or any other credit or refund and to the extent that it is not unlawful or contrary to any official directive of the government (or any taxing or other authority or agency thereof) of the country concerned with such credit or refund for it to do so and to the extent that an actual pecuniary benefit is acquired by the Purchaser from such credit or refund) pay to the Seller such sum as the Purchaser shall in its absolute discretion determine and notify to the Seller to be equal to the proportion of that credit or refund which will leave the Purchaser (after such payment) in no better or worse position than it would have been in had no such deduction or withholding been required. The Purchaser shall have an absolute discretion as to the order and manner in which it claims any credits or refunds available to it and the manner in which it arranges its tax affairs and it shall not be obliged to disclose to the Seller any information regarding its tax affairs or computations nor to take any action to procure any such credit or refund. Any payment made under this Clause 14.3 shall be conclusive evidence of the amount due to the Seller and shall, in the absence of any manifest or material error, be accepted by the Seller in full and final settlement of its rights or reimbursement hereunder in respect of the relevant payment, deduction or withholding.

14.4 If the Seller is required to pay a withholding tax and the Purchaser determines that (i) a tax credit is attributable to that withholding tax payment; and (ii) it has obtained and utilised that tax credit, the Purchaser shall pay an amount to the Seller which the Purchaser determines will leave it (after that payment) in the same after-tax position as it would have been in had said withholding tax not been payable.

14.5 The Seller shall from time to time on demand of the Purchaser indemnify and reimburse the Purchaser for all sums payable by the Purchaser to the Onwards Purchaser under clause 13.4 of the RPA. The Purchaser shall, as soon as it becomes aware that any amounts referred to in the previous sentence may become due, inform the Seller of the same. The Purchaser and the Seller shall co-operate to the extent practicable with a view to lawfully mitigating liability for such amounts.

14.6 If the Purchaser receives an inquiry from or is notified of an examination by any taxing authority (“Tax Audit”) or becomes aware of any matter (whether or not such matter is a Tax Audit) which might give rise to a Relevant Claim;

14.6.1 it shall immediately give notice to the Seller of the matter and shall consult with the Seller with respect to the matter, and with respect to a Tax Audit, permit the Seller to participate in the Tax Audit, provided that such

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participation shall be limited only to matters that might give rise to a Relevant Claim;

14.6.2 it shall:

(a) take any action and institute any proceedings, and give any information and assistance, as the Seller may reasonably request to avoid, dispute, resist, appeal, compromise, defend, remedy or mitigate the matter at all stages before and after such matter gives rise to a Relevant Claim; or

(b) in connection with proceedings related to the matter or Relevant Claim, use advisers nominated by the Seller and, if the Seller requests, allow the Seller the exclusive conduct of the proceedings,

(c) in each case on the basis that the Seller shall fully indemnify the Purchaser on demand against all reasonable costs incurred as a result of a request or nomination by the Seller; and

(d) it shall not admit liability in respect of, or compromise or settle, the matter or Relevant Claim without the prior written consent of the Seller (not to be unreasonably withheld or delayed).

14.7 Any demand made by the Purchaser under this Clause 14 shall be accompanied by a statement, duly certified by an officer of the Purchaser, giving reasonable particulars of the claim for reimbursement which shall be relied upon and agreed as authoritative by the Seller.

14.8 The Purchaser hereby agrees promptly to notify the Seller if it becomes aware of any circumstances which could reasonably be expected to lead to a claim on the part of the Purchaser under this Clause 14.

14.9 Without limiting any other rights which the Purchaser may have hereunder or under any applicable law, the Seller hereby agrees to immediately indemnify the Purchaser, TAPCO and their respective officers, directors and agents or any assignee from and against any and all damages, losses, claims, liabilities, reasonably incurred costs and expenses (excluding, for the avoidance of doubt, any tax on income or profits and any franchise taxes, other than such taxes resulting solely from the activities of the Seller under the Securitisation Agreements), including, without limitation, reasonably incurred attorneys’ fees (if any), and disbursements including any irrecoverable value added tax thereon (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them resulting as a consequence of

(i) reliance on any representation or warranty made by the Seller (or any officer

of the Seller) under or in connection with this Deed, any Monthly Report or any other information or report delivered by the Seller, which shall have been materially false, incorrect or omitting of any material fact at the time made or deemed made;

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(ii) the failure by the Seller (or any officer of the Seller) to comply with any applicable law, rule or regulation with respect to any Sold Receivable, Related Security or the related Contract, or the non-conformity of any Sold Receivable, Related Security or the related Contract with any such applicable law, rule or regulation;

(iii) any dispute, claim, offset or defence of the Debtor (other than the effects of the bankruptcy of the Debtor) to the payment of a Sold Receivable, including, without limitation, a defence based on such Sold Receivable, Related Security or the related Contract not being a legal, valid and binding obligation of such Debtor enforceable against it in accordance with its terms, or any claim resulting from the Receivables being governed by the general business terms of the Debtor, or any other claim resulting from the sale of goods related to such Receivable or the failure to perform any obligations related to such goods or the failure to perform any obligations related to any applicable laws, rules or regulations in respect thereof;

(iv) any material product liability claims or material personal injury or property damage suit or other similar or related claims or action of whatever sort arising out of or in connection with the goods which are the subject of any Sold Receivable;

(v) any disclosure of false, misleading or incomplete information regarding the Debtors by the Seller to the Purchaser or TAPCO or the supply of any Contracts, Records and all other related documents to the Purchaser or TAPCO, provided that there shall be no obligation to indemnify with respect to information, contracts or records not generated by the Seller or any of its affiliates;

(vi) any related indemnities given by TAPCO in each of the Facilities, to the extent that the same relate to the Sold Receivables or the transactions contemplated in this Deed; and

(vii) any claim arising from collection activities conducted by the manner in which the Seller or the Servicer conducts itself in the collection of Receivables including, without limitation, any failure by the Seller, whether as Seller or in its capacity as Servicer, to transfer any Collection to the Operating Account,

excluding, however, (i) Indemnified Amounts to the extent resulting from the negligence or wilful misconduct, fraud, illegal act, breach of contract or fiduciary duty on the part of the Purchaser or TAPCO or their agents, (ii) Indemnified Amounts arising out of the failure of any Debtor to pay amounts lawfully owed in respect of a Sold Receivable and (iii) Indemnified Amounts resulting from the re-characterisation of the purchase of the Sold Receivables as another type of transaction or the absence of a true sale of the Sold Receivables;

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14.10 Promptly after receipt by the Purchaser of notice of any claim or the commencement of any action or proceedings with respect to which an amount described in Clause 14.1 or 14.2 or an Indemnified Amount may become payable, the Purchaser will notify the Seller in writing of such a claim or commencement of such action. The Seller shall be entitled at its own expense to assume, in the name of the Purchaser, the defence of any claim, action or proceeding of which it has received notice (whether such notice is received from the Purchaser, a taxing jurisdiction or other claimant or a third party) with respect to which an amount described in Clause 14.1 or 14.2 or an Indemnified Amount may become payable and shall be entitled (at its own expense) to take, in the name of the Purchaser, such action as the Seller shall see fit to defend or avoid liability for any such amount described in Clause 14.1 or 14.2 or Indemnified Amount or to recover the same from any third party. The Purchaser shall cooperate fully with the Seller to bring to fruition the rights granted by the Purchaser in the previous sentence, including without limitation, providing all authorizations and powers of attorney required for the Seller to carry out the actions described therein.

15. TRANSFERS

15.1 The Seller shall not be entitled to assign or transfer all or any of its rights, benefits and obligations hereunder unless with the prior written consent of the Purchaser and TAPCO, such consent not to be unreasonably withheld.

15.2 The Purchaser may at any time transfer all or part of its rights under this Deed and the Receivables purchased by it to any third party, upon prompt written notice to the Seller.

16. DISCLOSURE OF INFORMATION

16.1 None of the parties hereto shall, during the continuance of this Deed or after its termination, disclose to any person, firm or company whatsoever (except with the authority of the other parties hereto) any information which that other party has acquired under or in connection with this Deed other than:

16.1.1 to employees, officers or agents of any of TAPCO, ABN AMRO Bank N.V., the Banks under the Facilities, the Issuer, Standard & Poor’s, Moody’s and the Dealers under the Dealer Agreements (but not, for the avoidance of doubt, holders of commercial paper issued thereunder);

16.1.2 in connection with any proceedings arising out of, or in connection with, this Deed, the Servicing Agreement, the Funding Agreement, and each of the Facilities or the preservation or maintenance of its rights thereunder;

16.1.3 if required to do so by an order of a court of competent jurisdiction whether in pursuance of any procedure for discovering documents or otherwise;

16.1.4 pursuant to any law or regulation or requirement of any governmental agency in accordance with which that party is required or accustomed to act;

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16.1.5 to the disclosure of any information disclosed to a prospective successor Servicer (as the case may be) on the basis that the recipient will hold such information confidential upon substantially the same terms as this paragraph;

16.1.6 to any governmental, banking or taxation authority of competent jurisdiction subject to prior notice to the Sellers; or

16.1.7 to its auditors or legal or other professional advisers. 16.2 The restriction in Clause 16.1 above shall not apply to:

16.2.1 employees or officers or agents of any of the parties referred to in Clause 16.1 above, any part of whose functions are or may be in any way related to this Deed;

16.2.2 information already known to a recipient otherwise than in breach of this Clause 16;

16.2.3 information also received from another source on terms not requiring it to be kept confidential; and

16.2.4 information which is or becomes publicly available otherwise than in breach of this Clause 16.

17. NO LIABILITY AND NO PETITION AND LIMITED RECOURSE

17.1 No recourse under any obligation, covenant, or agreement of the Purchaser contained in this Deed shall be had against any shareholder, officer or director of the Purchaser or the Issuer as such, by the enforcement of any assessment or by any proceeding, by virtue of any statute or otherwise; it being expressly agreed and understood that this Deed is a corporate obligation of the Purchaser and no liability shall attach to or be incurred by the shareholders, officers, agents or directors of the Purchaser or the Issuer, or any of them, under or by reason of any of the obligations, covenants or agreements of such Purchaser contained in this Deed, or implied therefrom, and that any and all personal liability for breaches by the Purchaser of any of such obligations, covenants or agreements, either at law or by statute or constitution, of every such shareholder, officer, agent or director is hereby expressly waived by the Seller as a condition of and consideration for the execution of this Deed.

17.2 The Seller hereby agrees that it shall not, until the expiry of one year and one day after the payment of all sums outstanding and owing under the latest maturing note under the CP Programme:

(a) take any corporate action or other steps or legal proceedings for the winding-up, dissolution or re-organisation of, or for the appointment of a receiver, administrator, administrative receiver, trustee, liquidator, sequestrator or similar officer of the Purchaser or Issuer or of any or all the Purchaser’s or Issuer’s revenues and assets; or

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(b) have any right to take any steps for the purpose of obtaining payment of any amounts payable to it under this Deed by the Purchaser or the Issuer and shall not until such time take any steps to recover any debts whatsoever owing to it by the Purchaser or Issuer.

17.3 Without prejudice and subject to Clauses 17.1 and 17.2, the Seller acknowledges that its recourse against the Purchaser in respect of any matter provided herein shall always be limited at any time to the assets of the Purchaser, and subject to the orders of priority (if any) set out in agreements the Purchaser entered into in the context of the purchase of Receivables hereunder or the financing of such purchase

18. WAIVER

No failure on the part of the Purchaser to exercise, or delay on its part in exercising, any right shall operate as a waiver thereof, nor shall any single or partial exercise by the Purchaser of any right preclude any further or other exercise of such right or the exercise by the Purchaser of any other right.

19. PARTIAL INVALIDITY

Without prejudice to any other provision hereof, if one or more provisions hereof is or becomes invalid, illegal or unenforceable in any respect in any jurisdiction or with respect to any party such invalidity, illegality or unenforceability in such jurisdiction or with respect to such party or parties shall not, to the fullest extent permitted by applicable law, render invalid, illegal or unenforceable such provision or provisions in any other jurisdiction or with respect to any other party or parties hereto. Such invalid, illegal or unenforceable provision shall be replaced by the parties with a provision which comes as close as reasonably possible to the commercial intentions of the invalid, illegal or unenforceable provision.

20. NOTICES AND AMENDMENTS

20.1 Each communication to be made hereunder shall, (except expressly permitted otherwise) be made in writing but, unless otherwise stated, may be made by facsimile or letter.

20.2 Any communication or document to be made or delivered by any one person to another pursuant to this Deed shall (unless that other person has by fifteen days’ written notice to the other specified another address) be made or delivered to that other person at the address identified in Schedule 2 to this Deed and shall be deemed to have been made or delivered (in the case of any communication made by facsimile) when despatched or (in the case of any communication made by letter) when left at that address. Any communication sent by facsimile shall be promptly confirmed by letter but the non-delivery or non-receipt of any such letter shall not affect the validity of the original facsimile communication.

20.3 Each communication and document made or delivered hereunder shall be in English.

UK/1494628/08 - 24 - 224362/30-40334413

21. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999

A person who is not a party to this Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Deed.

22. GOVERNING LAW AND JURISDICTION

22.1 This Deed and all matters arising from or connected with it shall be governed by, and construed in accordance with, the laws of England and Wales.

22.2 Each of the parties hereto irrevocably agrees that:

22.2.1 the courts of England and Wales shall have jurisdiction to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Deed and, for such purposes, irrevocably submits to the jurisdiction of such courts;

22.2.2 the submission to the jurisdiction of the courts referred to in Clause 22.2.1 shall not (and shall not be construed so as to) limit the right of either party to take proceedings against the other in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not if and to the extent permitted by applicable law;

22.2.3 it hereby irrevocably waives any objection which it might now or hereafter have to the courts referred to in Clause 22.2.1 being nominated as the forum to hear and determine any suit, action or proceeding, and to settle any disputes, which may arise out of or in connection with this Deed and agrees not to claim that any such court is not a convenient or appropriate forum; and

22.3 Each Party irrevocably appoints the person described as process agent (if any) specified in the Schedule 2 to receive on its behalf service of any action, suit or proceedings in connection with this Agreement. If any person appointed as process agent ceases to act for any reason the appointing Party shall notify the other Party and shall promptly appoint another person incorporated within England and Wales to act as its process agent.

UK/1494628/08 - 25 - 224362/30-40334413

IN WITNESS WHEREOF the parties hereto have caused this Deed to be duly executed and delivered the day and year first above written.

EXECUTED as a Deed

for and on behalf of

WABCO AUTOMOTIVE U.K. LIMITED

by an attorney in the presence of:

Signature of Witness:

EXECUTED as a Deed by

WABCO FUNDING SPRL

acting by two directors or one

director and the company secretary /s/ Paul Chardome Paul Chardome Manager

(director)

(director/company secretary)

UK/1494628/08 - 26 - 224362/30-40334413

SCHEDULE 1

General Terms And Conditions

UK/1494628/08 - 27 - 224362/30-40334413

SCHEDULE 2

Addresses For Notice

TO THE SELLER:

WABCO AUTOMOTIVE U.K. LIMITED

c/o WABCO Europe Sprl

Att Malcolm Gilbert/Jef Van Osta

Chaussee de Wavre 1789

1160 Bruxelles

Belgium

fax: +32 2 663 98 95

attention:

TO THE PURCHASER:

WABCO FUNDING SPRL

Rue de Genval 20,

1301 Bierges,

Belgium.

fax: +32 1 620 0820

attention: Paul Chardome

Process Agent: WABCO Automotive U.K. Limited

WITH A COPY TO:

ABN AMRO BANK N.V.

Gustav Mahlerlaan 10

1082 PP Amsterdam

The Netherlands

fax : +31 20 628 46 66

attention : Nicole Grootveld-Sandig

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SCHEDULE 3

Form Of Offer

Form of Offer

To: WABCO Funding SPRL

From: WABCO Automotive U.K. Limited

Dated: [•]

Dear Sirs,

1. We refer to a receivables securitisation deed (such deed, as from time to time amended, supplemented or novated being herein called the “Receivables Securitisation Deed”) dated on or about [•] and originally made between yourselves as Purchaser and ourselves as Seller.

2. Terms defined in the Receivables Securitisation Deed shall bear the same meaning herein.

3. We hereby offer to sell, to assign and to transfer to you, pursuant to the Receivables Securitisation Deed, the Receivables listed in the Schedule hereto and the Related Security at a Purchase Price calculated in accordance with the Receivables Securitisation Deed and notify you that:

3.1 the aggregate Nominal Amount of all the offered Receivables, calculated as at the date hereof, is [•];

3.2 the Purchase Price in respect of all the offered Receivables, calculated as at the date hereof, is [•]; and

3.3 the Purchase Price is to be paid into account no. [specify number] in the name of [specify account name] at [specify bank name and address].

This Offer constitutes an offer by us to assign and to sell to you the ownership interest in the Receivables and Related Security referred to in this Offer.

This offer letter does not record the existence of a contract at the date hereof and the offerer has no intention to enter into a contract at anytime prior to acceptance (if any) of its offer in accordance with its terms of the Receivables Securitisation Deed.

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SCHEDULE 4 Certificate of Officer

[headed paper of the Seller]

[date] TO WHOM IT MAY CONCERN

This is to certify that we have, pursuant to a Receivables Securitisation Deed dated on or about [•], sold our receivables to WABCO Funding SPRL.

If you receive notification of the sale of receivables pursuant to the above mentioned Deed, please follow the instructions of WABCO Funding, SPRL and make any payments owed by you to us as directed by them.

Made on [•] .

WABCO Automotive U.K. Limited

name:

title :

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SCHEDULE 5 Conditions Precedent

The following are conditions precedent to the valid delivery of an Offer:

1. copies of a resolution of each of the Seller’s and the Servicer’s board of directors, and any other necessary corporate documents, approving this Deed, the Servicing Agreement and the other documents to be delivered by it and the transactions contemplated hereunder;

2. certified copies of the constitutional documents relating to the Seller and the Servicer;

3. a certificate of an authorised officer of each of the Seller and the Servicer certifying:

(i) the names and signatures of the officers authorised on behalf of the Seller to

execute this Deed, the Servicing Agreement and any other documents to be delivered by such persons hereunder, on which certificate the Purchaser may conclusively rely until such time as the Purchaser shall receive from such persons a revised certificate meeting the requirements of this paragraph;

(ii) the authenticity of the constitutional documents relating to the Seller and the Servicer; and

(iii) the resolutions referred to in (i) above have not been amended, modified, revoked or rescinded;

4. complete executed copies of each Securitisation Agreement;

5. a legal opinion from legal counsel to the Seller opining on the corporate capacity of the Seller and the Servicer addressed to the Purchaser;

6. any legal opinion considered necessary in the opinion of the Purchaser;

7. a copy of the latest audited financial statements and a copy of the latest semi-annual unaudited consolidated financial statements of the Seller;

8. a copy of the Monthly Report for the most recently expired Collection Period;

9. copy of any other statements or contracts the Purchaser deem necessary with regard to any Receivables;

10. all representations and warranties made by the Seller and the Servicer in any Securitisation Agreement being true and accurate in all material respects;

11. confirmation from each of the Rating Agencies that upon execution of the Securitisation Agreements, the Euro CP Notes will maintain their then current rating;

12. confirmation from ABN AMRO Bank N.V. of receipt by it of the structuring fee in terms of the Global Fee and Settlement Letter and confirmation from all other parties thereto that all fees payable to them have been paid;

UK/1494628/08 - 31 - 224362/30-40334413

13. confirmation that the Seller has established the Collection Account(s) and the arrangements for the collection of the Sold Receivables are satisfactory in the opinion of ABN AMRO Bank N.V. and the Purchaser;

14. delivery of a solvency certificate by each of the Seller and the Servicer; and

15. satisfaction of “Know Your Client” requirements of ABN AMRO Bank N.V. and Cooperatieve Centrale Raiffeisen-Boerenleenbank B.A.

UK/1494628/08 - 32 - 224362/30-40334413

EX-10.5

Exhibit 10.5

CLIFFORD   CHANCE CLIFFORD CHANCE LLP

28 APRIL 2008

GUARANTEE AGREEMENT

WABCO HOLDINGS INC.

as Guarantor

TULIP ASSET PURCHASE COMPANY B.V.

and

ABN AMRO BANK N.V.

as Beneficiaries

CONTENTS

Clause		Page
1.	Definitions	2
2.	Guarantee	3
3.	Representations And Warranties	5
4.	Undertakings	6
5.	Guarantee Event	6
6.	Payments	6
7.	Currency Conversion	6
8.	Notices	6
9.	Costs And Expenses	7
10.	Assignments And Successors	7
11.	Partial Invalidity	7
12.	Governing Law	7
13.	Jurisdiction	7
SCHEDULE 1 REPRESENTATIONS AND WARRANTIES		9
SCHEDULE 2 AFFIRMATIVE COVENANTS		11
SCHEDULE 3 NEGATIVE COVENANTS		14
SCHEDULE 4 DEFINITIONS OF THE TERMS USED IN SCHEDULES 1 AND 2		15

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GUARANTEE AGREEMENT

BETWEEN:

BETWEEN:

(1) WABCO HOLDINGS INC., a US company having its registered office at One Centennial Avenue, Piscataway, New Jersey 088855-6820, USA (the “Guarantor”);

(2) TULIP ASSET PURCHASE COMPANY B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands and having its corporate seat (statutaire zetel) in Amsterdam and its registered office at Claude Debussylaan 24, 1082 MD Amsterdam, The Netherlands (“TAPCO”) and registered with the trade register (handelsregistef) of the chamber of commerce (kamer van koophandel) in Amsterdam, The Netherlands under the number 33274907 (“Tapco”); and

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”).

IT IS AGREED as follows:

WHEREAS:

(A) Wabco Funding SPRL (the “Purchaser”) has agreed to purchase Receivables from the Sellers or ABN AMRO, as the case may be, pursuant to the Receivables Sale Agreements.

(B) The Purchaser and Tapco have agreed, upon the terms and subject to the conditions of the Receivables Purchase Agreement referred to below, that the Purchaser will from time to time offer to sell and to assign Receivables to Tapco and Tapco shall accept any such offer upon the terms thereof.

(C) The Servicers are willing to act for Tapco and ABN AMRO, as the case may be, in the performance of certain services in relation to the Receivables upon the terms and subject to the conditions contained in the Servicing Agreements.

(D) The Insurance Servicer is willing to act for Tapco in the performance of certain services in relation to the Insurance Policy upon the terms and subject to the conditions contained in the Insurance Servicing Agreement.

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IT IS HEREBY AGREED as follows:

1. DEFINITIONS

1.1 Unless otherwise defined in this Agreement or the context requires otherwise, words and expressions used:

(a) in this Agreement have the meanings and constructions ascribed to them in the Receivables Purchase Agreement, the Servicing Agreements, the Insurance Servicing Agreement and the Receivables Sale Agreements; and

(b) in Schedule 1 and 2 of this Agreement have the meanings and constructions ascribed to them in Schedule 4 (Definitions of the Terms used in Schedules 1 and 2).

1.2 In addition and unless otherwise defined in this Agreement or the context requires otherwise, the following terms have the meaning described hereunder.

“Beneficiaries” means ABN AMRO and Tapco.

“Credit Agreement” means the five-year credit agreement dated 31 May 2007 and made between the Guarantor, JPMorgan Chase Bank, N.A. as Administrative Agent, Issuing Bank and 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, and others.

“Guarantee Event” means any event or circumstance specified as such in Clause 5.

“Guarantor Covenants” means the covenants of the Guarantor set out in Schedule 2 (Affirmative Covenants) and Schedule 3 (Negative Covenants) of this Agreement.

“Guarantor Warranties” means the representations and warranties given by the Guarantor and set out in Schedule 1 (Representations and Warranties) of this Agreement.

“Insurance Policy” shall have the meaning ascribed to such term in the Insurance Servicing Agreement.

“Insurance Servicer” shall have the meaning ascribed to such term in the Insurance Servicing Agreement.

“Insurance Servicing Agreement” means the insurance servicing agreement dated on or about the date hereof between Wabco Europe SPRL, Wabco Funding SPRL, Tulip Asset Purchase Company B.V., ABN AMRO Bank N.V., Wabco Fahrzeugsysteme GmbH, Wabco Automotive U.K. Limited, Wabco France S.A.S. and others.

“Receivables Purchase Agreement” or “RPA” means the receivables purchase agreement dated on or about the date hereof and made between the Purchaser and Tulip Asset Purchase Company B.V. providing for the on-sale by the Purchaser to Tulip Asset Purchase Company B.V. of certain Receivables purchased under the Receivables Sale Agreements.

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“Receivables Sale Agreements” means each of the following agreements:

(a) the Receivables Sale Agreement dated on or about the date hereof and made between the Purchaser and WABCO Fahrzeugsysteme GmbH;

(b) the Receivables Securitisation Deed dated on or about the date hereof and made between the Purchaser and WABCO Automotive U.K. Limited;

(c) the Receivables Sale Agreement dated on or about the date hereof and made between ABN AMRO and Wabco France S.A.S.;

(d) the Onward Sale Agreement dated on or about the date hereof and made between ABN AMRO and Wabco Funding SPRL;

(e) any other Receivables Sale Agreement to be entered into by the Purchaser and a Seller from time to time, with the prior written consent of Tapco.

“Servicer” shall have the meaning ascribed to such term in the Servicing Agreements.

“Servicing Agreements” means each of the following agreements:

(a) the Servicing Agreements dated on or about the date hereof and made between Tapco and each of WABCO Fahrzeugsysteme GmbH, Wabco Automotive U.K. Limited and Wabco France S.A.S. respectively;

(b) any other Servicing Agreement to be entered into by Tapco and a Seller from time to time.

2. GUARANTEE

2.1 The Guarantor irrevocably and unconditionally guarantees as a primary and independent obligation (and not a cautionnement) to the Beneficiaries the due and punctual observance and performance of all obligations, conditions and covenants on the part of each Servicer contained in each Servicing Agreement and agrees to pay from time to time on first demand any and every sum or sums of money which any Servicer is at any time liable to pay to Tapco or to ABN AMRO under or pursuant to the Servicing Agreements and which has become due and payable but has not been paid at the time such demand is made.

2.2 The Guarantor irrevocably and unconditionally guarantees as a primary and independent obligation (and not a cautionnement) to the Beneficiaries the due and punctual observance and performance of all obligations, conditions and covenants on the part of the Insurance Servicer contained in the Insurance Servicing Agreement.

2.3 The Guarantor irrevocably and unconditionally agrees as a primary and independent obligation to indemnify the Beneficiaries from time to time on demand from and against any loss incurred by Tapco or ABN AMRO as a result of any of the obligations of any Servicer under or pursuant to the Servicing Agreements being or becoming void, voidable, unenforceable or ineffective as against the relevant Servicer for any reason whatsoever, save for any reason which is a consequence of the Beneficiaries

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being negligent or acting fraudulently, whether or not known to Tapco or ABN AMRO or any other person, the amount of such loss being the amount which Tapco or ABN AMRO would otherwise have been entitled to recover from the Servicers.

2.4 The Guarantor irrevocably and unconditionally agrees as a primary and independent obligation to indemnify the Beneficiaries from time to time on demand from and against any loss incurred by Tapco or ABN AMRO as a result of any of the obligations of the Insurance Servicer under or pursuant to the Insurance Servicing Agreement being or becoming void, voidable, unenforceable or ineffective as against the Insurance Servicer for any reason whatsoever, save for any reason which is a consequence of the Beneficiaries being negligent or acting fraudulently, whether or not known to Tapco or ABN AMRO or any other person.

2.5 The obligations of the Guarantor herein contained shall constitute and be continuing obligations notwithstanding any settlement of account or other matter or thing whatsoever and shall not be considered satisfied by any intermediate payment or satisfaction of all or any of the obligations of the Servicers under the Servicing Agreements or the Insurance Servicer under the Insurance Servicing Agreement and shall continue in full force and effect until final payment in full of all amounts owing by the Servicers under the Servicing Agreements and the Insurance Servicer under the Insurance Servicing Agreement and total satisfaction of all the actual and contingent obligations of the Servicers under the Servicing Agreements and the Insurance Servicer under the Insurance Servicing Agreement.

2.6 The obligations of the Guarantor herein contained shall not be discharged, impaired or otherwise affected by:

(a) the bankruptcy, winding-up, dissolution, administration or re-organisation of any Servicer, the Insurance Servicer or any other person or any change in its status, function, control or ownership;

(b) any of the obligations of any Servicer, the Insurance Servicer or any other person hereunder being or becoming illegal, invalid, unenforceable or ineffective in any respect;

(c) time or other indulgence being granted or agreed to be granted to any Servicer, the Insurance Servicer or any other person in respect of its obligations under the Servicing Agreement to which such Servicer is a party, the Insurance Servicing Agreement or any other agreement;

(d) any amendment to, or any variation, waiver or release of, any obligations of any Servicer, the Insurance Servicer or any other person under any Servicing Agreement, the Insurance Servicing Agreement or any other agreement;

(e) any failure to take, or fully to take, any security contemplated hereby or otherwise agreed to be taken in respect of the obligations of the Servicers under the Servicing Agreements or the Insurance Servicer under the Insurance Servicing Agreement;

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(f) any other act, event or omission which, but for this Clause 2.4, might operate to discharge, impair or otherwise affect any of the obligations of the Guarantor herein contained or any other rights, power or remedies conferred upon Tapco and ABN AMRO by this Agreement.

2.7 The Guarantor agrees that, so long as any amounts are or may be owed by any Servicer or the Insurance Servicer under any Servicing Agreement or the Insurance Servicing Agreement, or any Servicer or the Insurance Servicer is under any actual or contingent obligations hereunder or under the Servicing Agreements or the Insurance Servicing Agreement, the Guarantor shall not exercise any rights which the Guarantor may at any time have, by reason of the performance by it of its obligations hereunder:

(a) to be indemnified by any Servicer or the Insurance Servicer; or

(b) to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of Tapco or ABN AMRO hereunder.

2.8 Any settlement or discharge given by the Beneficiaries to the Guarantor in respect of the Guarantor’s obligations under this Guarantee or any other agreement reached between the Beneficiaries and the Guarantor in relation to it shall be, and be deemed always to have been, void if any act on the faith of which the Beneficiaries gave the Guarantor that settlement or discharge or entered into that agreement is subsequently avoided by or in pursuance of any provision of law.

2.9 The Beneficiaries shall not be obliged before exercising any of the rights, powers or remedies conferred upon them in respect of the Guarantor by this Guarantee or by law:

(a) to make any demand of any Servicer or the Insurance Servicer;

(b) to take any action or obtain judgment in any court against any Servicer or the Insurance Servicer;

(c) to make or file any claim or proof in a bankruptcy of any Servicer or the Insurance Servicer; or

(d) to enforce or seek to enforce any security taken in respect of any of the obligations of any Servicer under any Servicing Agreement or the Insurance Servicer under the Insurance Servicing Agreement.

2.10 For the avoidance of doubt the Servicers and the Insurance Servicer shall have no liability for any obligation of a Debtor under any Purchased Receivables and nothing herein shall constitute a guarantee, or similar obligation, by the Servicers or the Insurance Servicer of any Purchased Receivables or any Debtor.

3. REPRESENTATIONS AND WARRANTIES

3.1 The Guarantor represents and warrants to the Beneficiaries, as at the date of this Agreement on the terms of the Guarantor Warranties.

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3.2 The Guarantor Warranties shall remain in force until the Termination Date but without prejudice to any right or remedy of the Beneficiary arising from any breach of the Guarantor Warranties prior to such date.

4. UNDERTAKINGS

4.1 The Guarantor covenants as at the date of this Agreement to the Beneficiaries, on the terms of the Guarantor Covenants.

4.2 The Guarantor Covenants shall remain in force until the Termination Date but without prejudice to any right or remedy of the Beneficiaries arising from the breach of the Guarantor Covenants prior to such date.

5. GUARANTEE EVENT

Each of the events or circumstances set out in-this Clause 5 shall constitute a Guarantee Event:

(a) The Guarantor shall default in the observance or performance of any provision of this Agreement which default is not remedied within 30 days (or 60 days if (x) such default is capable of being cured, (y) a cure of such default will require more than 30 days and (z) the Guarantor is proceeding to effect a cure of such default) after notice thereof to the Guarantor by any Beneficiary.

(b) Any representation or warranty made (or deemed made) herein, or in any statement or certificate furnished by the Guarantor pursuant hereto proves untrue in any material respect as of the date of the making (or deemed making) thereof.

(c) The Guarantor fails to pay any amount due under this Agreement.

(d) An Event of Default (as defined in the Credit Agreement) occurs.

6. PAYMENTS

The provisions of the Servicing Agreements and the Insurance Servicing Agreement relating to the payments to be made under these agreements shall apply mutatis mutandis to payments to be made under this Guarantee.

7. CURRENCY CONVERSION

Each Beneficiary may convert any money received or realised by it under or pursuant to this Guarantee which is not in the currency in which such sums are due and payable under the Servicing Agreements from that currency into the currency in which such sum is due at the then prevailing commercial rate of exchange.

8. NOTICES

Any notice in connection herewith shall be made by letter, emails, telex or telefax, and shall be deemed made when received by the addressee (or, if received outside of the addressee’s normal business hours, at its next normal time of opening of business).

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9. COSTS AND EXPENSES

All the Beneficiaries’ costs and expenses (including legal fees, stamp duties and any value added tax) incurred in connection with the execution or enforcement of this Guarantee or otherwise in relation to it, shall be reimbursed by the Guarantor on demand on a full indemnity basis together with interest from the date such costs and expenses were incurred to the date of payment at such rates as the Beneficiaries may reasonably determine.

10. ASSIGNMENTS AND SUCCESSORS

Each Beneficiary may at any time assign all or any of its rights and benefits under this Guarantee and this Guarantee shall remain in effect despite any amalgamation or merger (however effected) relating to any Beneficiary. References to such Beneficiary shall be deemed to include any assignee or successor in title of such Beneficiary and any person who, under the laws of its jurisdiction of incorporation or domicile, has assumed the rights and obligations of such Beneficiary under this Guarantee or to which under such laws the same have been transferred.

11. PARTIAL INVALIDITY

If at any time, any provision of this Guarantee is or becomes illegal, invalid or unenforceable in any respect under the law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this Guarantee nor of such provisions under the law of any other jurisdiction shall in any way be affected or impaired thereby.

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the law of Belgium.

13. JURISDICTION

Any dispute in connection with this Agreement shall be subject to the jurisdiction of the courts of Brussels, without prejudice however to the rights of the Beneficiaries to initiate litigation before any other court of competent jurisdiction.

Made in three originals the day and year first before written.

ABN AMRO BANK N.V.

Name:

Title:

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TULIP ASSET PURCHASE COMPANY B.V.
Name:
Title:
WABCO HOLDINGS INC.
Name:	MALCOLM GILBERT
Title:	TREASURER

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SCHEDULE 1

REPRESENTATIONS AND WARRANTIES

(a) Organisation and qualification

The Guarantor is duly organised, validly existing and in good standing under the laws of its jurisdiction, has full and adequate corporate power to carry on its business as now conducted and is duly licensed or qualified and, to the extent relevant, in good standing in each jurisdiction in which the nature of the business transacted by it or the nature of the Property owned or leased by it makes such licensing or qualification necessary, except where such failure to be so licensed or qualified and in good standing does not constitute and would not result in a Material Adverse Effect.

(b) Corporate authority and validity of obligations

The Guarantor has the corporate, company or partnership power and authority to enter into this Agreement. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate, company or partnership action of the Guarantor, and this Agreement constitutes valid and binding obligations of the Guarantor, enforceable in accordance with its terms, subject to bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights generally. This Agreement (i) will not contravene any charter or by-law provision of the Guarantor, (ii) will not contravene any provision of law or any regulation or order of any Governmental Authority or any judgement, or any material covenant, indenture, or agreement of or affecting the Guarantor or a substantial portion of the Properties of the Guarantor where such contravention referred to in this paragraph (ii) would reasonably be expected to result in a Material Adverse Effect or to affect materially and adversely the rights or interests of any Beneficiary, or (iii) result in the creation of any Lien upon any material Property or asset of the Guarantor.

(c) Financial reports

(i) The audited consolidated financial statements of the Guarantor for the financial year ended 31 December 2007 (the “Original Financial Statements”) were prepared in accordance with GAAP consistently applied.

(ii) The Original Financial Statements fairly represent the Guarantor’s financial condition and operations (consolidated) during the relevant financial year.

(iii) There has been no Material Adverse Effect in the business or financial condition of the Guarantor (or the business or consolidated financial condition of its subsidiaries), since 31 December 2007.

(d) Approvals

No authorisation, consent, license, exemption, filing or registration with any court or governmental department, agency or instrumentality, or any other Person, is necessary to the consummation of the transactions in the Securitisation Agreements or the valid

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execution, delivery or performance by the Guarantor of this Agreement except for those obtained on or before the date of this Agreement or those the failure of which would not individually or in the aggregate reasonably be expected to result in a Material Adverse Effect.

(e) Disclosure

None of the other reports, financial statements, certificates or other information furnished in writing by or on behalf of the Guarantor to any Beneficiary in connection with the negotiation of this Agreement or delivered hereunder, as of the date furnished and taken together with all other information so furnished or included in reports filed by the Guarantor with the SEC on or prior to such date, contained or will contain any material misstatement of fact or omitted or will omit to state any material fact necessary to make the statements herein, in the light of the circumstances under which they were made, not materially misleading. All projections and other forward looking information contained in the reports, financial statements, certificates or other information furnished by or on behalf of the Guarantor to any Beneficiary in connection with the negotiation of this Agreement (as modified or supplemented from time to time by other information so furnished) have been prepared by the Guarantor in good faith based upon assumptions that were reasonable at the time made and at the time such projections and other information were furnished.

(f) Credit Agreement

The Guarantor hereby makes the representations and warranties set out in Article III (Representations and Warranties) of the Credit Agreement (as amended from time to time) as if such representations and warranties were set out in full in this Agreement, provided that if the Credit Agreement is terminated or is no longer in full force and affect, the representations and warranties of the Guarantor pursuant to this Paragraph shall be on the terms of the provisions of Article III (Representations and Warranties) of the Credit Agreement immediately prior to such termination or such agreement ceasing to be in full force and effect.

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SCHEDULE 2

AFFIRMATIVE COVENANTS

(a) Corporate existence

The Guarantor will preserve and maintain its corporate existence.

(b) Financial reports and other information

The Guarantor will maintain a standard system of accounting substantially in accordance with GAAP and will furnish to the Beneficiaries and their respective duly authorized representatives such information respecting the business and financial condition of the Guarantor as they may reasonably request; and without any request will furnish to the Beneficiaries or will make available by means of electronic posting to each Beneficiary

(i) within 15 days of each date the Guarantor is required to file a report on Form 10-K for any fiscal year with the SEC, its audited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such year, setting forth in each case in comparative form the figures for the previous fiscal year, all reported on by Ernst & Young LLP or other independent public accountants of recognized national standing (without “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit) to the effect that such consolidated financial statements present fairly in all material respects the financial condition and results of operations of the Guarantor and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied;

(ii) within 15 days of each date the Guarantor is required to file a report Form 10-Q for any fiscal quarter with the Securities and Exchange Commission, its consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Guarantor and its consolidated subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(iii) concurrently with any delivery of financial statements under paragraph (i) or (ii) above, a certificate of a Financial Officer of the Guarantor (a) certifying as to whether a Guarantee Event has occurred since the date of the most recent certificate delivered under this paragraph and, if a Guarantee Event has occurred, specifying the details thereof and any action taken or proposed to be

11

taken with respect thereto, and (b) stating whether any change in GAAP or in the application thereof has occurred since the date of the Original Financial Statements (as defined in Schedule 1) and, if any such change has occurred, specifying the effect of such change on the financial statements accompanying such certificate;

(iv) promptly after the same become publicly available, copies of all periodic and other reports (including all reports on Form 10-K, Form 10-Q and Form 8-K), proxy statements and other materials filed by the Guarantor with the SEC, or any Governmental Authority succeeding to any or all of the functions of the SEC, or with any national securities exchange, distributed by the Guarantor to its shareholders generally, as the case may be;

(v) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Guarantor, or compliance with the terms of this Agreement, as any Beneficiary may reasonably request; and

(vi) prompt written notice (including a description in reasonable detail) of (a) the occurrence of any Guarantee Event; (b) the filing or commencement of any action, suit or proceeding by or before any arbitrator or Governmental Authority against the Guarantor that could reasonably be expected to result in a Material Adverse Effect; and (c) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect. Each notice delivered under this paragraph shall be accompanied by a statement of a Financial Officer or other executive officer of the Guarantor setting forth a summary in reasonable detail of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Information required to be delivered pursuant to the paragraphs above shall be deemed to have been delivered if such information, or one or more annual or quarterly reports containing such information, shall have been posted on the Guarantor’s website on the Internet at http://www.wabco-auto.com (or such other address as the Guarantor shall provide to the Beneficiaries) or on an IntraLinks or similar site to which the Beneficiaries have been granted access or shall be available on the website of the Securities and Exchange Commission at http://www.sec.gov (and a confirming electronic correspondence shall have been delivered or caused to be delivered to each Beneficiary providing notice of such posting or availability).

Each of the financial statements, documents, certificates, reports and information furnished to the Beneficiaries pursuant to the Credit Agreement shall be delivered simultaneously to the Beneficiaries.

(c) Books and records; inspection rights

The Guarantor will permit any representatives designated by any Beneficiary, upon reasonable prior notice, to visit and inspect its properties, to examine and make

- 12 -

extracts from its books and records, and to discuss its affairs, finances and condition with its officers and independent accountants, all on reasonable terms and conditions and during normal business hours.

(d) Credit Agreement

The Guarantor hereby undertakes to the Beneficiaries to comply with all the affirmative covenants set out in Article V (Affirmative Covenants) of the Credit Agreement (as amended from time to time) as if such covenants were set out in full in this Agreement, provided that if the Credit Agreement is terminated or is no longer in full force and affect, the undertaking of the Guarantor pursuant to this Paragraph shall be on the terms of the provisions of Article V (Affirmative Covenants) of the Credit Agreement immediately prior to such termination or such agreement ceasing to be in full force and effect.

(e) Amendments to the Credit Agreement subject to prior notice

The Guarantor undertakes not to amend, or agree to an amendment to, Article III (Representations and Warranties), Article V (Affirmative Covenants), Article VI (Negative Covenants) or Article VII (Events of Default) of the Credit Agreement unless the Guarantor has notified such amendment to the Beneficiaries prior to such amendment entering into effect.

- 13 -

SCHEDULE 3

NEGATIVE COVENANTS

The Guarantor hereby undertakes to the Beneficiaries to comply with the negative covenants set out in Article VI of the Credit Agreement (as amended from time to time) as if such negative covenants were set out in full in this Agreement.

- 14 -

SCHEDULE 4

DEFINITIONS OF THE TERMS USED IN SCHEDULES 1 AND 2

“Financial Officer” means the chief financial officer, principal accounting officer, treasurer, assistant treasurer or controller of the Guarantor.

“Form 10” shall have the meaning ascribed to such term in the Credit Agreement.

“GAAP” means generally accepted accounting principles in the United States of America.

“Lien” means, with respect to any asset, (a) any mortgage, deed of trust, lien, pledge, encumbrance, charge or security interest in or on such asset and (b) the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention agreement relating to such asset.

“Material Adverse Effect” means any event or condition not disclosed in writing to the Beneficiaries prior to the date of this Agreement, that (a) has resulted or could reasonably be expected to result in a material adverse change in the business, assets, operations or financial condition of the Guarantor or (b) has materially impaired or could reasonably be expected to materially impair the ability of the Guarantor to perform any of its obligations under this Agreement, it being understood that the Spin-Off shall not be deemed to constitute a Material Adverse Effect.

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity.

“Property” means any interest in any kind of property or asset, whether real, personal or mixed, or tangible or intangible, whether now owned or hereafter acquired.

“SEC” means the United States Securities and Exchange Commission or any successor Governmental Authority.

“Spin-Off” shall have the meaning ascribed to such term in the Credit Agreement.

“subsidiary” means, with respect to any person (herein referred to as the “parent”), any person of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, at the time any determination is being made, owned, controlled or held by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.

- 15 -

EX-99.1

Exhibit 99.1

(Our) AFTERMARKET continued to expand its service offering, bringing training to more than 10,000 people in 2007 through WABCO University.

(Our)SIX SIGMA LEAN (pilot site in)

Qingdao, China, became the highest quality producer of ABS valves in the WABCO network, with annual output approaching 1.5 million units. A compressor line, commissioned in June 2007, is producing 10,000 units per month in the most efficient way.

Driveline Controls celebrated the

(sale of its) ONE MILLIONTH

transmission automation system.

During 2007 we were granted

160 NEW PATENTS.

We also launched 135 major development projects and conducted 300 common design process (CDP) phase reviews.

Pilot lines for WABCO’s new third generation Electronic Braking System (EBS 3) due to start production in 2011 were commissioned in 2007 in Hanover, Germany and Wroclaw, Poland. The target for the pilot line is to reach

(a) QUALITY (level of 99.9 percent Rolled)

Throughput Yield (RTY) and 9 ppm – nine defects out of every million units produced –before series production begins.

TRANSFORMING the way we do business to prepare for tomorrow’s world of opportunity requires passion. Honoring our 138 year history of PIONEERING the technologies that make commercial vehicles safer and more EFFICIENT requires constant innovation. The technology that helped us grow in Europe and North America over the last century positions us strongly to serve emerging markets as their needs mature for SAFER, more efficient and more ENVIRONMENT FRIENDLY trucks, buses and trailers. Our passion for innovation means anticipating the industry’s needs, and providing for them whenever and wherever they arise.

On August 1, 2007, WABCO marked a new milestone when it became an independent public company. We took full responsibility for a solid business that we began transforming in 2004 using continuous change management concepts pioneered by the Japanese automotive industry.

Our vision is always to move faster than the industry and constantly enhance all elements of the value chain: from connecting and partnering with our global customers to designing, developing, manufacturing and supporting the products they need with the quality, reliability, efficiency and delivery performance they expect.

The success of WABCO is rooted in the late 20th century when it flourished by anticipating and satisfying the technology needs of the commercial vehicle industry in Europe and North America. In the 21st century, the full potential of WABCO will be realized as technology, globalization and continuous change converge to enable us to anticipate and satisfy the needs of all customers in all markets.

OUR MARKET In recent years, WABCO has benefited from strong growth in global demand for commercial vehicles. This trend is linked to increased economic and industrial activity, particularly in the developing regions of the world.

Sales in Europe, our largest market, have expanded over the last five years at a compound annual growth rate (CAGR) of approximately 10 percent, driven by rising content per vehicle and fast growth in Eastern Europe. In North America, our second largest market, sales through our joint ventures with ArvinMeritor Inc. and Cummins Inc. have grown at a 7 percent CAGR over the same period.

Growth in Asia has been accelerating at a 17 percent CAGR over the last five years. In 2007 our sales across the region exceeded $225 million, excluding more than $100 million of additional unconsolidated sales from our joint venture with the TVS Group in India.

WABCO 2007 Annual Report 1

In China, we doubled our revenues in 2007 versus 2006. In South America our revenues have swiftly expanded at a more than 20 percent CAGR over the past five years, propelled by continued strong growth in Brazil.

Differences in regional market requirements are reflected in the average content per vehicle for our products and systems. In Western Europe, which leads the world in the adoption of advanced technology, WABCO’s applicable content per vehicle exceeds $3,000. In North America, where technology lags Western Europe due to less stringent regulations and differing market requirements, the applicable WABCO content per vehicle is under $1,000. In China and India, penetration of advanced technology has been limited to a niche of high-end truck and bus platforms, resulting in an average applicable content per vehicle for our technologies under $300.

However, these manufacturers in emerging countries are progressively adopting new technologies to comply with increasingly stricter regulations, support their export strategy and differentiate their products in highly competitive local markets. In addition, more trucks were built in China in 2007 than in Europe or North America. All of these market differences represent significant opportunities for continued growth at WABCO.

TECHNOLOGY WABCO has consistently outperformed the growth in global commercial vehicle production. Such success is driven by our PASSION FOR GROWTH.

We owe our success to our exceptional engineering capabilities that have pioneered many of the fundamental innovations in commercial vehicles related to systems that generate, manage and utilize compressed air, as well as other electronics and controls. For example, almost 30 years ago, passion pushed our engineers to deliver safety breakthroughs such as Anti-Lock Braking Systems (ABS) that later led to developments like Electronic Braking Systems (EBS) and Electronic Stability Control (ESC).

Our PASSION FOR TECHNOLOGY continues to drive us as we constantly enhance existing technologies and break new ground in exciting areas such as Vehicle Electronic Architecture (VEA) and Driver Assistance Systems (DAS).

We will maintain our focus on technology – the foundation of our business – while we continue our transformation to become a global and lean enterprise.

THE WORLD European commercial vehicle manufacturers are developing footholds in emerging markets and will need strategic partners to support them in their growth ambitions. In parallel, Asian manufacturers are not only growing locally but some are also expanding regionally, even globally. Our PASSION FOR THE WORLD allows us to more rapidly adapt to this fast evolving environment and better serve this diverse set of customers. We are investing the appropriate resources, especially in management capabilities, to develop our manufacturing, sourcing and engineering footprint in emerging countries while focusing our European resources on more complex and leading edge technologies.

WABCO 2007 Annual Report 2

For example, in 2007 we inaugurated our new factory in Qingdao, China. With the support of our lean manufacturing specialists, we are capitalizing on this greenfield development to achieve the highest standards of process capability and performance. Already more than 1.5 million ABS valves have been manufactured there to satisfy demand both in Asia and North America. Quality performance is world class: 6 ppm or six defects out of every million parts produced. In 2007 we also established production of a new high-performance compressor in Qingdao for the local market, achieving productivity and quality at the highest level of any of our factories.

In addition, we leverage our regional presence to provide flexibility in optimizing our manufacturing, sourcing and engineering activities. In 2007 nearly half of our direct workforce was located in developing countries from which we also sourced over one third of our material. Around one fourth of our engineering resources are based in emerging countries.

In the 21st century, the full POTENTIAL of WABCO will be realized as technology, globalization and continuous change converge to enable us to anticipate and satisfy the needs of all customers in all markets.

THE AFTERMARKET Our AFTERMARKET team has intensified its focus to expand its global reach and ability to serve customers everywhere in the world. Serving aftermarket customers requires an extensive and efficient distribution network to provide a broad range of product offerings as well as increased service, support and technical training.

We have been passionate about aftermarket growth: expanding distribution channels beyond our traditional markets in Western Europe, enriching our product offerings, and adding new services such as training and diagnostic capabilities. The result has been a 10 percent CAGR over the last three years.

EXECUTION

Our growth initiatives require a PASSION FOR EXECUTION. This is the purpose of our WABCO Operating System. It defines a path to transform every aspect of our business by:

Structuring our organization to maximize the flow of accountability, starting with our customers right through to our operations

Adopting Six Sigma Lean philosophies across our supply chain

Improving our product development processes through adoption of advanced tools and methodologies

Enhancing our connectivity to customers and building true partnerships

Creating and implementing advanced management systems

In 2007 we executed 52 major Kaizen events – a Japanese improvement method –in our factories resulting in improvements in capacity, space utilization, productivity and quality. We have also taken initiatives with our supply chain partners, including 24 key materials and logistics suppliers, to expand our lean efforts into their operations.

We are committed to intensify our management focus to significantly improve the way we do things, particularly in driving our PASSION FOR RESULTS to meet customer and shareholder expectations. In 2007, we already reduced our warranty cost rate by more than 30 percent.

We have realized major achievements since embarking on our transformation path, thanks to the talent and dedication of more than 7,700 employees. This is reflected in the solid results of our first year as an independent company. Powered by our passion, we will maximize our long term growth opportunities and continue to convert them into increasing revenues and higher profits.

We look forward to a great year in 2008!

Jacques Esculler

Chief Executive Officer

WABCO 2007 Annual Report 3

PASSION FOR GROWTH

OUTPERFORMING a growing industry consistently requires excellence to execute our growth strategy everywhere commercial vehicles are built and used in the world. European commercial vehicle manufacturers are developing stronger footholds in strategically important EMERGING MARKETS such as China, India and Eastern Europe. Domestic original equipment manufacturers (OEMs) in these regions are also seeking to strengthen their own positions by increasing TECHNOLOGY content on trucks, buses and trailers. AFTERMARKET opportunities continue to grow as the number of trucks in use expands.

At WABCO, we are passionate about growth. Since 2002 we have increased our sales in local currencies by more than 10 percent per year. Our growth strategy focuses on continually introducing new technologies, further expanding geographically and extending development of our aftermarket.

Every year, WABCO introduces new products and technologies into the commercial vehicle market. This flow of innovation enables us to continually increase our content per vehicle in all regions of the world. In Europe, for example, our sales to truck and bus manufacturers have outpaced the average vehicle production growth rate by more than 3 percent annually over the last five years.

We have also succeeded in introducing some of the technologies developed for commercial vehicles to new customers such as passenger car manufacturers and container carrier makers. Growth in our niche automotive products exceeded 40 percent in 2007.

Globalization is also a powerful growth lever for WABCO. Our ability to rapidly increase resources in developing markets, adapt our products to local needs, and expand our flexible and competitive supply chain puts us in the sweet spot of a growing industry.

Demand for technology in emerging markets is growing, driven by increasing safety and environmental standards. WABCO is well positioned to capture these opportunities. For instance, WABCO ABS has become the system of choice in China, partly because we were first to market. We are following the same strategy in India where a phased introduction of an ABS mandate began in 2006.

Beyond ABS, customers in emerging markets are increasingly interested in adopting advanced technologies such as transmission automation systems, air disc brakes, and modern air compressors.

We are creating further aftermarket opportunities as we continue to expand where and how we serve customers. Leveraging our far-reaching distribution channels and fleet support capabilities, we are introducing new aftermarket products and services, such as training and diagnostic tools. Aftermarket sales have grown at a 10 percent CAGR over the last three years.

WABCO 2007 Annual Report 4

Shipping terminal owner Hesse-Noord Natie says 20 percent of the OPERATING COSTS of the 100 ton container carriers are tire-related. WABCO’s Integrated Vehicle Tire Monitoring system (IVTM) helps reduce these costs.?

Expert Diagnostics, a multi-purpose, multi-brand AFTERMARKET diagnostics system.

WABCO PIONEERED Electronic Stability Control (ESC) in 2001. The European Union is expected to mandate the technology starting in 2010.

WABCO ABS is the SYSTEM OF CHOICE on commercial vehicles in China.

WABCO ABS systems are featured on all FIRE TRUCKS manufactured by Pierce, Spartan and E-One in the US.

WABCO 2007 Annual Report 5

BRINGING MAJOR NEW TECHNOLOGIES TO LIFE

Pneumatic Transmission Automation System Electronically Controlled Air Suspension (ECAS)

Electronic Braking System (EBS)

Electronic Stability Control (ESC) Adaptive Cruise Control (ACC) ECAS for cars, SUVs, light commercial vehicles

Air Disk Brake new generation

Air System Protector (ASP) Hydraulic Transmission Automation System

Collision Mitigation System OnGuard™ Roll Mitigation System RSSplus™

19811986 1988 1996 2000 20012003 2004 2006 2007>

Anti-Lock Braking System (ABS)

Traction Control System

Roll Stability Support (RSS) for trailers

Integrated Vehicle Tire Monitoring (IVTM)

Two Stage Compressor Trailer EBS-E

Pneumatic Extension Module

The Smart Board trailer system allows FLEETS to constantly monitor a range of trailer functions and conditions.

Trailer EBS-E, WABCO’s new generation electronic braking system for TRAILERS, was nominated for a number of awards in 2007.

OnGuard™ is a radar-based adaptive cruise control SAFETY system with active braking for commercial vehicles launched in North America in early 2008.

6 WABCO 2007 Annual Report

PASSION FOR TECHNOLOGY

PIONEERING technologies has defined us for the last three decades. It started in 1981 with the introduction of an Anti-Lock Braking System (ABS) on board a commercial vehicle, followed by the introduction of pneumatic transmission automation systems, a technology that is still EXCLUSIVELY supplied by WABCO today. We then INNOVATED Electronically Controlled Air Suspension (ECAS) for buses, trucks and trailers. We advanced our ABS technology and introduced Electronic Braking System (EBS) technology in 1996 which allowed us to be the FIRST company to introduce the concept of full Electronic Stability Control (ESC) in 2001. ESC is anticipated to become mandatory on heavy trucks and buses in Europe by 2010.

Throughout our history, we have always upheld our commitment to supply technology and systems to make commercial vehicles safer, more efficient and more comfortable while reducing their operating cost and environmental impact.

WABCO products and systems generate, manage, and utilize compressed air, and they also cover other electronics and controls. They integrate with the engine, interface with the transmission, or control and perform the air suspension as well as braking functions. Furthermore, they cover a broad range of technologies from purely mechanical systems to complex electronic devices. In particular, WABCO specializes in “mechatronics,” the synergistic engineering and integration of precision mechanics and electronic technologies.

WABCO was the first to develop and introduce these advanced technologies in Europe, and later in North America. We were also the first to apply them in other parts of the world such as China, India and Brazil.

Our innovation continued with the development of Adaptive Cruise Control (ACC) in 2001, Integrated Vehicle Tire Monitoring (IVTM) in 2003 and new generation Air Disc Brakes in 2004, a breakthrough technology that uses 40 percent fewer parts and creates weight savings of up to 110 lbs per truck.

In 2007 we developed the OnGuard™ collision mitigation system and introduced it to the North American market. OnGuard interfaces with the truck’s braking, engine and retardation systems to initiate actions that help drivers avoid collisions. Also in North America, we launched RSSplus™, a roll mitigation system for trailers that integrates ABS and provides Info Link™ data communication between the tractor and trailer.

The exceptional talents and capabilities of our 800 engineers worldwide remain the foundation of our ability to continually innovate and satisfy the rising need for technologies in the world of commercial vehicles.

WABCO 2007 Annual Report 7

PASSION FOR THE WORLD

We are GLOBALIZING constantly, growing, leveraging and optimizing our network of capabilities in manufacturing, sourcing and engineering. This translates into increased speed, adaptability, quality and lowest cost structure to benefit our CUSTOMERS around the world. Over the past few years, we have been focusing on establishing talented local teams, manufacturing facilities, suppliers and engineering resources EVERYWHERE trucks, buses and trailers are manufactured in the world.

Our continued success is linked to our ability to grow as a “company of the world” that is intimately connected to local customers. This means we value adaptability across our organization to understand and satisfy specific needs and requirements of customers in every corner of the world.

To drive our passion for the world, we have built a senior leadership team consisting of 8 nationalities from 4 continents. This diversity from the top of our organization enables us to understand market opportunities globally, develop appropriate strategies and put in place necessary resources.

We have established local teams mobilized by local leaders to integrate WABCO on the ground and connect with customers in their language and native culture. Today, WABCO covers the world with the knowledge and skills of more than 7,700 talented and dedicated employees in 31 countries.

Resources have been developed in all regions to design, manufacture and support products for local markets and customers. Our 800 engineers work from 3 different continents. Our 12 manufacturing sites span the

globe in 9 countries, with 3 additional factories managed by our joint venture in India. We reach out to the world’s aftermarket through more than 1,400 distribution partners.

These resources are being integrated into an optimized network of engineering, manufacturing and sourcing capabilities with the objective to maximize our service level while minimizing our cost base.

For example, ABS valves sold in Asia are manufactured in our state-of-the-art facility in Qingdao, China. We further leverage this low cost and high quality capability to serve the North American market, producing so far more than 1.5 million ABS valves. Our first double-diaphragm spring brake actuators to be launched in Europe in 2008 were fully developed in Chennai, India and will be manufactured there too.

By networking our resources and opportunities across the world’s regions, we can adapt more effectively to economic cycles and better balance our approach to changes in local market conditions. The diversity and networking of our people on the ground contribute to the richness and reach of WABCO around the world.

WABCO 2007 Annual Report 7

Engineers in our joint venture in Chennai, India, develop a double diaphragm spring brake (DDSB) for EXPORT.

Operators in our facility in Poland produce ABS valves on a LEAN mixed model line. They build six different valves on a single line. ?

Compressors produced at our facility in

Campinas, Brazil, are destined for DOMESTIC truck production as well as export to North America and China.

The Six Sigma Lean pilot facility in Qingdao, China, officially commissioned in 2007, has produced more than 1.5 million ABS valves to world-class QUALITY levels of 6 ppm – or six defects out of every million units produced.

WABCO 2007 Annual Report 9

A Japanese SENSEI, or expert, guides a team at our Hanover facility through a week-long improvement program called Kaizen to further enhance the performance of the assembly line for transmission automation systems.

WABCO OPERATING SYSTEM

Product Development Process

Design for Six Sigma (DFSS) driving speed and flexibility

Six Sigma Lean

Integrated supply chain through Lean processes from suppliers to customers

Organizational Development

Accountability and alignment across the value chain

Customer Partnerships

Connectivity with customers for true partnership and competitive differentiation

Total Employee Involvement

Advanced change management systems

10 WABCO 2007 Annual Report

PASSION FOR EXECUTION

PERSEVERING is essential to drive our business transformation. The WABCO Operating System is our roadmap and one of the most ADVANCED management environments in our industry. This means WABCO customers are increasingly benefiting from the performance ADVANTAGES that we deliver across the value chain.

Execution is an increasingly powerful growth lever and we strive to use it to differentiate WABCO in a fast changing, complex and competitive landscape.

The accelerating globalization of the commercial vehicle industry underscores why excellence in execution is becoming central to our continued success. It calls for more than technology; it demands continuous change. Our response is to transform how we do business through an integrated operating system: change management involving all employees, organizational development across the value chain, true customer partnerships, fast and flexible product development, and Six Sigma Lean processes from suppliers to customers.

A case in point: in Wroclaw, Poland, we have achieved a breakthrough by introducing the first group of “mixed model” assembly lines. This means 6 different product families are now built using 3 mixed model lines that replace 9 conventional lines. This innovation has resulted in significantly increased flexibility and efficiency.

In Europe, our new collaborative product development platform is designing our next generation of EBS systems to be launched in 2011. The connection among our engineers, manufacturing experts, customers and suppliers has successfully optimized the products and systems design and lowered the number of parts on key components by 20 percent. Moreover, our pilot assembly line established in 2007 – 4 years ahead of volume production – will allow full optimization of processes to deliver breakthrough performance.

Supported by excellence in supply chain management and product development, we strengthen our capabilities to shorten time to market, improve reliability and lower costs. In 2007, we decreased our warranty cost rate by more than 30 percent.

The perseverance of more than 7,700 employees around the world truly propels WABCO’s passion for execution.

PASSION FOR RESULTS

WABCO had an outstanding year in 2007 DELIVERING excellent results. We demonstrated yet again our ability to continuously OUTPERFORM the growing global market for commercial vehicles. Through the WABCO Operating System, we achieved PRODUCTIVITY gains that more than offset the effects of pricing pressure, as well as the inefficiencies caused by much higher market demand in Europe than anticipated by the industry.

In 2007 we grew sales to a record $2.4 billion, up 20 percent year on year, or up 11 percent after adjusting for foreign exchange. We continued to outperform commercial vehicle production in every major market. For example, in Western Europe, our most important market, we grew by 12 percent whereas truck and bus production went up by 10 percent. In North America, where the market fell by 37 percent, we were able to contain our sales decline at 22 percent.

We faced headwinds throughout the year. Industry experts did not anticipate the market’s overall growth, particularly in Europe. We had to stretch our factories and those of our suppliers to help support our customers in facing their challenges. Sales price pressure also continued due to competitive conditions and commitments to customers in long-term agreements.

By transforming how we do business –through the WABCO Operating System – we increased productivity during 2007 and, as a result, we more than overcame the challenges.

In 2007 we increased operating income to $242 million, up 8 percent year on year in accordance with U.S. GAAP. On a performance basis, excluding spin-off related and

operational streamlining costs, we increased operating income to $282 million, up 22 percent. This represents an operating margin improvement of 20 basis points year on year on a performance basis. However, when excluding the negative impact of currency exchange, we achieved an operating margin improvement of 60 basis points year on year.

We also continue to invest in our future. In 2007 we spent $10 million more than the previous year for product engineering and new development programs.

In 2007 our reported diluted earnings per share decreased to $1.81, down 9 percent year on year. On a performance basis, however, diluted earnings per share increased to $3.01, up 45 percent.

We returned $132 million in cash to our shareholders by paying dividends and buying back 2.6 million shares since August 1, 2007 when we became an independent public company.

Moving forward, we will continue to maximize growth and enhance productivity, enabling us to improve operating margin and mitigate the adverse effects of industry challenges.

12 WABCO 2007 Annual Report

RECONCILIATION OF NON-GAAP MEASURES TO GAAP MEASURES

Twelve Months Ended December 31,

(Amounts in millions)

2007 % of Sales

2006

% Change vs. % of Sales 2006

Sales

Reported Foreign exchange translational effects

$2,415.9 (189.0)

$2,015.2

19.9%

Adjusted Sales (at Comparable Exchange Rates)

$2,226.9

$2,015.2

10.5%

Gross Profit

Reported Streamlining costs Separation costs

$651.7 27.0% 2.5 0.8

$551.7

1.1

27.4% 18.1%

Performance Gross Profit

$655.0 27.1%

$552.8

27.4% 18.5%

Selling, Administrative, Product Engineering Expenses and Other

Reported Streamlining costs Separation costs

$409.9 17.0% (10.2) (26.2)

$328.8 (71)

16.3% 24.7%

Performance Selling, Administrative, Product Engineering Expenses and Other

$373.5 15.5%

$321.7

16.0% 16.1%

Operating Income

Reported Streamlining costs Separation costs

$241.8 10.0% 12.7 27.0

$222.9 8.2

11.1% 8.5%

Performance Operating Income

$281.5 11.7%

$231.1

11.5% 21.8%

Net Income

Reported Streamlining costs, net of tax Tax items Separation costs, net of tax and separation related taxes

$125.4 5.2% 8.4 1.2

73.5

$137.8 4.9 1.4

6.8% -9.0%

Performance Net Income

$208.5 8.6%

$144.1

7.2% 44.7%

EPS (Earnings Per Share)

Diluted EPS Reported Streamlining costs, net of tax Tax items Separation costs, net of tax and separation related taxes

$1.81 0.12 0.02

1.06

$1.98 0.07 0.02

-8.6%

Performance Diluted EPS (Earnings Per Share)

$3.01

$2.07

45.4%

Note: This presentation contains certain non-GAAP financial measures as that term is defined by the SEC. Non-GAAP financial measures in this presentation are generally identified by the terms “adjusted” or “performance.” Sales excluding the effects of foreign exchange is a non-GAAP financial measure. Additionally, operating income, net income and net income per diluted share on a “performance basis” are non-GAAP financial measures that exclude separation costs, operational streamlining expenses and one-time and discrete tax items. These measures should be considered in addition to, not as a substitute for, GAAP measures.

Separation (spin-off) costs include all the incremental costs to establish WABCO as a stand-alone separate independent company. It also includes the costs associated with certain liabilities, including contingent liabilities, that have been assumed by WABCO from American Standard in the separation but are not related to the Vehicle Controls Business. These costs would include the (i) periodic adjustments to the carrying values of the liability, (ii) interest on certain liabilities and (iii) costs to defend certain of these assumed liabilities.

Streamlining costs are those costs that help adjust the company’s workforce and other resources to changing market requirements.

[Insert WABCO Annual Report on Form 10-K]

BOARD OF DIRECTORS

James Hardymon

Non executive Chairman

Of the Board

Former Chairman and

Chief Executive Officer of

Textron. Inc

Jacques Esculier

Chief Executive Officer of

WABCO

G. Peter D’Aloia

Senior Vice President and Chief

Financial Officer of Trane Inc

John F. Fiedler

Former Chairman of

The Board of Directors of

Borgwarner, Inc

Juergen W. Gromer

Board Member of

Tyco Electronics

Former President of

Tyco Electronics

Global Headquarters

WABCO Europe BVBA

Chaussee de Wavre, 1789

1160 Brussets

Belgium

Tel: +3226639800

Web site address

www.wabco-auto.com

Annual Shareholders

Meeting

WABCO Holdings Inc

Will be held:

May 28 2008 10:00 am

Eastern Daylight Time (EDI)

340 Madison Avenue

New York, NY

10173-1922

USA

T: +12125475400

F: +12125475444

Kenneth J. Martin

Former Chief Financial Officer

And Vice Chairman of Wyeth Chairman.

Michael T. Smith

Former Chairman of the

Board and Chief Executive

Officer of Hughes

Electronics Corporation Chairman

Donald J. Stebbins

President and Chief Operating

Officer of Visteon Corporation

Board Committees

Transfer Agent and

Registrar

Eliesee (EL) Guardiola

Assistant Treasurer

Bank of New York Mellon

Shareowner Services

480 Washington Blvd – 26th FI

Jersey City. NJ 07310

T: +12016802429

F: +12016804605

Eliesee guardiola bnymellon.com

Stock Exchange Listing

New York Stock Exchange

Ticker Symbol. WBC

Jacques Esculier

Chief Executive Officer*

Ulrich Michel

Senior Vice President

And Chief Financial Officer*

Peter Bal

Vice President and

Chief Information Officer

Jean-Francois Barth

Vice President

Aftermarket

Pratip Dastidar

Vice President

Six Sigma and Quality

Robert Farrell

General Auditor

Jean-Christophe Figueroa

Vice President

Vehicle Dynamics and Controls*

Malcolm Gilbert

Treasurer

And Corporate Secretary

Harald Kaess

Vice President

Original Equipment Sales

Leion Liu

President

Asia Pacific

Ekkehard Petzold

Vice President

Global Structuring and Purchasing

Pascale Rahman

Vice President

General Counsel

Nick Rens

Vice President

Trailer Systems

Daniel Samson

Vice President

Manufacturing and Logistics

Vice President

Car Systems and Products

Hans-Jurgen Sander

Vice President

Driveline Controls

Kevin Tarrant

Senior Vice President

Human Resources*

Michael E. Thompson

Vice President

Strategy and Investor Relations

Nikhil Varty

Vice President

Compression and Braking*

Todd Weinblatt

Vice President and Controller*

Christian Wiehen

Vice President

Product Development

This annual report and Form 10 K

Are available from the Securities

And Exchange Commission. You may

Also print a copy from the company’s Web site c request

One from

Investor Relations

WABCO Holdings Inc

1 Centennial Avenue

Piscataway

New Jersey 08855

1 -17323697450