TRANSITION SERVICES AGREEMENT BY AND AMONG UNITED TECHNOLOGIES CORPORATION, CARRIER GLOBAL CORPORATION AND OTIS WORLDWIDE CORPORATIONTransition Services Agreement • April 3rd, 2020 • Otis Worldwide Corp • Electronic & other electrical equipment (no computer equip) • Delaware
This TRANSITION SERVICES AGREEMENT, dated as of April 2, 2020 (as it may be amended and in effect from time to time, this “Agreement”), is by and among United Technologies Corporation, a Delaware corporation (“UTC”), Carrier Global Corporation, a Delaware corporation (“Carrier”) and Otis Worldwide Corporation, a Delaware corporation (“Otis”).
TAX MATTERS AGREEMENT BY AND AMONG UNITED TECHNOLOGIES CORPORATION, CARRIER GLOBAL CORPORATION AND OTIS WORLDWIDE CORPORATION DATED AS OF APRIL 2, 2020Tax Matters Agreement • April 3rd, 2020 • Otis Worldwide Corp • Electronic & other electrical equipment (no computer equip) • Delaware
This TAX MATTERS AGREEMENT, dated as of April 2, 2020 (this “Agreement”), is by and among United Technologies Corporation, a Delaware corporation (“UTC”), Carrier Global Corporation, a Delaware corporation and a wholly owned subsidiary of UTC (“Carrier”) and Otis Worldwide Corporation, a Delaware corporation and a wholly owned subsidiary of UTC (“Otis” and, together with Carrier, the “SpinCos” and each, a “SpinCo”) (collectively, the “Companies” and each a “Company”).
EMPLOYEE MATTERS AGREEMENTEmployee Matters Agreement • April 3rd, 2020 • Otis Worldwide Corp • Electronic & other electrical equipment (no computer equip)
This EMPLOYEE MATTERS AGREEMENT, dated as of April 2, 2020 (this “Agreement”), is by and among United Technologies Corporation, a Delaware corporation (“UTC”), Carrier Global Corporation, a Delaware corporation (“Carrier”), and Otis Worldwide Corporation, a Delaware corporation (“Otis”). UTC, Otis and Carrier are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
INTELLECTUAL PROPERTY AGREEMENT by and among UNITED TECHNOLOGIES CORPORATION, OTIS WORLDWIDE CORPORATION and CARRIER GLOBAL CORPORATION Dated as of April 2, 2020Intellectual Property Agreement • April 3rd, 2020 • Otis Worldwide Corp • Electronic & other electrical equipment (no computer equip) • Delaware
This INTELLECTUAL PROPERTY AGREEMENT (this “Agreement”), dated as of April 2, 2020, is by and among United Technologies Corporation, a Delaware corporation (“UTC”), Otis Worldwide Corporation, a Delaware corporation (“Otis”), and Carrier Global Corporation, a Delaware corporation (“Carrier”) (each, a “Party” and together, the “Parties”).
SEPARATION AND DISTRIBUTION AGREEMENT BY AND AMONG UNITED TECHNOLOGIES CORPORATION, CARRIER GLOBAL CORPORATION AND OTIS WORLDWIDE CORPORATION DATED AS OF APRIL 2, 2020Separation and Distribution Agreement • April 3rd, 2020 • Otis Worldwide Corp • Electronic & other electrical equipment (no computer equip) • Delaware
This SEPARATION AND DISTRIBUTION AGREEMENT, dated as of April 2, 2020 (this “Agreement”), is by and among United Technologies Corporation, a Delaware corporation (“UTC”), Carrier Global Corporation, a Delaware corporation (“Carrier”) and Otis Worldwide Corporation, a Delaware corporation (“Otis”). Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
OTIS WORLDWIDE CORPORATION $750,000,000 5.250% NOTES DUE 2028 UNDERWRITING AGREEMENTUnderwriting Agreement • August 16th, 2023 • Otis Worldwide Corp • Electronic & other electrical equipment (no computer equip) • New York
ContractEmployment Contract • February 2nd, 2024 • Otis Worldwide Corp • Electronic & other electrical equipment (no computer equip)
EMPLOYMENT CONTRACT（FOREIGN NATIONAL OR HONG KONG, MACAO OR TAIWAN RESIDENT） 劳动合同(外籍员工或港澳台员工适用) This Contract (“Contract”) is entered into by and between: 本合同 (“合同”)由以下双方签订： Otis Elevator Management (Shanghai) Co.,Ltd. (the“Company”), a company with its registered address at 402,Building 5, No. 3000, Longdong Avenue, China (Shanghai) Pilot Free Trade Zone, the current legal representative being Peiming Zheng; and 奥的斯电梯管理（上海）有限公司（“公司”），一家法定地址在中国（上海）自由贸易试验区龙东大道3000号5号楼402室，当前的法定代表人是郑培明；及 Loh Siow Lee, Passport Number XXXXXXXXX, having the residential address XXXXXXXXXXXXXX (the “Employee”). Loh Siow Lee，护照号码XXXXXXXXX，居住地址：XXXXXXXXXXXXXX （“员工”）。 The Company and the Employee are referred to collectively as the “Parties” and each individually as a “Party”. 公司和员工以下共同称作“双方”，单独称作“一方”。 The Company hereby employs the Employee to render full-time services to the Company in accordance with the Regulations for the Administration of Employment of Foreigners in China and applicable Shanghai regulatio
EXECUTIVE LEADERSHIP GROUP AGREEMENT United Technologies CorporationLeadership Group Agreement • February 7th, 2020 • Otis Worldwide Corp • Electronic & other electrical equipment (no computer equip)
This Executive Leadership Group Agreement (the “ELG Agreement”) is entered into between Judith Marks (hereinafter the “Executive”) and United Technologies Corporation (“UTC”), a Delaware corporation, with an office and place of business at 10 Farm Springs Road, Farmington, Connecticut (UTC and all its subsidiaries, divisions and affiliates are hereinafter referred to as the “Company”).
HIGHLAND HOLDINGS S.À R.L., as the Company OTIS WORLDWIDE CORPORATION, as the Guarantor AND THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as the Trustee Indenture Dated as of November 12, 2021Otis Worldwide Corp • November 12th, 2021 • Electronic & other electrical equipment (no computer equip) • New York
INDENTURE, dated as of November 12, 2021, among HIGHLAND HOLDINGS S.À R.L., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of Grand Duchy of Luxembourg (“Luxembourg”), having its registered office at 6, rue Jean Monnet, L-2180 Luxembourg, and registered with Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg) under number B237108 (herein called the “Company”), OTIS WORLDWIDE CORPORATION, a Delaware corporation (herein called the “Guarantor”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (herein called the “Trustee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 11th, 2020 • Otis Worldwide Corp • Electronic & other electrical equipment (no computer equip) • New York
This REGISTRATION RIGHTS AGREEMENT dated February 27, 2020 (this “Agreement”) is entered into by and among Otis Worldwide Corporation, a Delaware corporation (the “Company”), United Technologies Corporation, a Delaware Corporation (the “Guarantor”), and BofA Securities, Inc., Citigroup Global Markets Inc. and Goldman Sachs & Co. LLC as representatives (collectively, the “Representatives”) of the initial purchasers listed in Schedule I to the Purchase Agreement (as defined below) (the “Initial Purchasers”).
OPAL SPANISH HOLDINGS, S.A.U. AS BIDDER AND MORGAN STANLEY BANK AG AS CNMV GUARANTEE PROVIDER MORGAN STANLEY SENIOR FUNDING, INC. AS ADMINISTRATIVE AGENTGuarantees Issuance Agreement • September 23rd, 2021 • Otis Worldwide Corp • Electronic & other electrical equipment (no computer equip)
The Bidder, the CNMV Guarantee Providers and the Administrative Agent hereinafter also individually referred to as a “Party” and together as the “Parties”.
Internal CorrespondenceOtis Worldwide Corp • February 7th, 2020 • Electronic & other electrical equipment (no computer equip)
Agreement, all of which shall continue in accordance with this Agreement following the Executive’s receipt of such payments. The Executive further acknowledges that the Executive is not otherwise entitled to these payments. These payments are not to...6 Separation Agreement • July 31st, 2020 • Otis Worldwide Corp • Electronic & other electrical equipment (no computer equip) • Connecticut
ContractRevolving Credit Agreement • April 27th, 2022 • Otis Worldwide Corp • Electronic & other electrical equipment (no computer equip)
SECOND AMENDMENT dated as of April 20, 2022 (this “Agreement”), to the Revolving Credit Agreement dated as of February 10, 2020 (as heretofore amended, the “Existing Revolving Credit Agreement”), among OTIS WORLDWIDE CORPORATION, a Delaware corporation (the “Company”), the SUBSIDIARY BORROWERS party thereto, the LENDERS party thereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent.
SUPPLEMENTAL INDENTURE NO. 2Supplemental Indenture • March 11th, 2021 • Otis Worldwide Corp • Electronic & other electrical equipment (no computer equip) • New York
SUPPLEMENTAL INDENTURE No. 2, dated as of March 11, 2021 (the “Supplemental Indenture”), between OTIS WORLDWIDE CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).
THE PARTIESOtis Worldwide Corp • February 2nd, 2024 • Electronic & other electrical equipment (no computer equip)
SUSPENSION OF RIGHTS AGREEMENTSuspension of Rights Agreement • October 26th, 2021 • Otis Worldwide Corp • Electronic & other electrical equipment (no computer equip)
Reference is made to the Revolving Credit Agreement dated as of February 10, 2020, as heretofore amended (the “Credit Agreement”), among Otis Worldwide Corporation, a Delaware corporation (the “Company”), Otis Intercompany Lending Designated Activity Company, a designated activity company organized under the laws of Ireland (together with the Company, the “Borrowers”, “we” or “us”), each other Subsidiary Borrower party thereto, the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
EXECUTIVE LEADERSHIP GROUP AGREEMENT United Technologies CorporationExecutive Leadership Group Agreement • January 16th, 2020 • Otis Worldwide Corp • Electronic & other electrical equipment (no computer equip)
This Executive Leadership Group Agreement (the “ELG Agreement”) is entered into between Judith Marks (hereinafter the “Executive”) and United Technologies Corporation (“UTC”), a Delaware corporation, with an office and place of business at 10 Farm Springs Road, Farmington, Connecticut (UTC and all its subsidiaries, divisions and affiliates are hereinafter referred to as the “Company”).
COMPANY GUARANTEE AGREEMENTCompany Guarantee Agreement • September 23rd, 2021 • Otis Worldwide Corp • Electronic & other electrical equipment (no computer equip)
The Guarantor and the Administrative Agent hereinafter also individually referred to as a “Party” and together as the “Parties”.
SUPPLEMENTAL INDENTURE No. 1Supplemental Indenture • March 11th, 2020 • Otis Worldwide Corp • Electronic & other electrical equipment (no computer equip) • New York
SUPPLEMENTAL INDENTURE No. 1, dated as of February 27, 2020 (the “Supplemental Indenture”), between OTIS WORLDWIDE CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).
SUPPLEMENTAL INDENTURE No. 1Supplemental Indenture • November 12th, 2021 • Otis Worldwide Corp • Electronic & other electrical equipment (no computer equip) • New York
SUPPLEMENTAL INDENTURE No. 1, dated as of November 12, 2021 (the “Supplemental Indenture”), among HIGHLAND HOLDINGS S.À R.L., a private limited liability company (société à responsabilité limitée) incorporated and existing under the laws of Grand Duchy of Luxembourg (“Luxembourg”), having its registered office at 6, rue Jean Monnet, L-2180 Luxembourg, and registered with Luxembourg Trade and Companies Register (Registre de Commerce et des Societes, Luxembourg) under B237108 (the “Company”), OTIS WORLDWIDE CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (the “Guarantor”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).
THE PARTIESOtis Worldwide Corp • April 28th, 2021 • Electronic & other electrical equipment (no computer equip)
This Contract is based on the mutual trust of the parties, who will exercise their rights and comply with their obligations in good faith. Mr. Calleja undertakes to perform his duties with the utmost interest, loyalty, dedication and professionalism.
ContractEmployment Contract • February 5th, 2021 • Otis Worldwide Corp • Electronic & other electrical equipment (no computer equip)
EMPLOYMENT CONTRACT （FOREIGN NATIONAL OR HONG KONG, MACAO OR TAIWAN RESIDENT） 劳动合同(外籍员工或港澳台员工适用) This Contract (“Contract”) is entered into by and between: 本合同 (“合同”)由以下双方签订： Otis Elevator Management (Shanghai) Co., Ltd. (the “Company”), a company with its registered address at Room 402, Building 5, No. 3000, Longdong Avenue, China (Shanghai) Pilot Free Trade Zone, the current legal representative being Peiming Zheng; and 奥的斯电梯管理（上海）有限公司（“公司”），一家法定地址在中国（上海）自由贸易试验区龙东大道3000号5号楼402室，当前的法定代表人是郑培明；及 Peiming Zheng, a national of China, Passport Number ***, having the residential address at *** (the “Employee”). 郑培明，中国籍，护照号码 ***（“员工”） The Company and the Employee are referred to collectively as the “Parties” and each individually as a “Party”. 公司和员工以下共同称作“双方”，单独称作“一方”。 The Company hereby employs the Employee to render full-time services to the Company in accordance with the Regulations for the Administration of Employment of Foreigners in China and applicable Shanghai regulations. 根据《外国人在中国就业
PERSONAL & CONFIDENTIALLetter of Assignment • February 5th, 2021 • Otis Worldwide Corp • Electronic & other electrical equipment (no computer equip)
This Letter of Assignment (“LOA” or “Agreement”), including Appendices, describes the general terms and conditions applicable to your extended Assignment, as summarized below:
EMPLOYMENT CONTRACT BetweenEmployment Contract • February 4th, 2022 • Otis Worldwide Corp • Electronic & other electrical equipment (no computer equip)
TITLE: President, Otis EMEA GRADE: Executive Leadership Group (ELG) of Otis Worldwide Corporation ACTIVITY RATIO: Full time (100%) CONTRACT PERIOD: Open-ended START DATE: November 15, 2021 TRANSPORT MODE: Company vehicle GROSS ANNUAL BASE SALARY: 540’000 CHF (paid in 13 installments) BONUS (STI) AT TARGET: 80% of base salary in effect at year end TRANSITION ALLOWANCE: 360'000 CHF (paid in installments over 3 years) SCHOOLING ALLOWANCE: 108'000 CHF (paid in installments over 2 years) TAX PREPARATION ALLOWANCE: 16’200 CHF per year MEDICAL COVERAGE 1 year of medical NON-COMPETE CLAUSE PERIOD: 2 years GEOGRAPHIC REACH OF THE NON-COMPETE CLAUSE: Worldwide
SUPPLEMENTAL INDENTURE NO. 3Supplemental Indenture • August 16th, 2023 • Otis Worldwide Corp • Electronic & other electrical equipment (no computer equip) • New York
SUPPLEMENTAL INDENTURE No. 3, dated as of August 16, 2023 (the “Supplemental Indenture”), between OTIS WORLDWIDE CORPORATION, a corporation duly organized and existing under the laws of the State of Delaware (the “Company”), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).
AMENDMENT AGREEMENT TO THE SERVICE AGREEMENT DATED JANUARY 26TH, 2021Service Agreement • April 28th, 2021 • Otis Worldwide Corp • Electronic & other electrical equipment (no computer equip)
