REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 21st, 2011 • ITT Corp • Pumps & pumping equipment • New York
This REGISTRATION RIGHTS AGREEMENT dated September 20, 2011, (this “Agreement”) is entered into by and among Exelis Inc., an Indiana corporation (the “Company”), ITT Corporation, an Indiana corporation (the “Initial Guarantor”), and Barclays Capital Inc., Citigroup Global Markets Inc., and J.P. Morgan Securities LLC (the “Representatives”), as representatives of the initial purchasers listed on Schedule 1 (the “Initial Purchasers”) to the Purchase Agreement dated as of September 15, 2011 among the Company, the Initial Guarantor and the Representatives (the “Purchase Agreement”).
XYLEM INC., ITT CORPORATION, as Guarantor and UNION BANK, N.A., as Trustee Indenture Dated as of September 20, 2011 Providing for Issuance of Debt SecuritiesITT Corp • September 21st, 2011 • Pumps & pumping equipment • New York
THIS INDENTURE, between Xylem Inc., an Indiana corporation (hereinafter called the “Company”) having its principal office at 1133 Westchester Avenue, Suite 2000, White Plains, New York 10604, ITT Corporation, an Indiana corporation, as guarantor (hereinafter called “ITT” or the “Guarantor”), and Union Bank, N.A., a national banking association, as trustee (hereinafter called the “Trustee”), is made and entered into as of this 20th day of September, 2011.
ContractITT Corp • September 21st, 2011 • Pumps & pumping equipment • New York
THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS SECURITY, BY ITS ACCEPTANCE HEREOF, AGREES ON ITS OWN BEHALF AND ON BEHALF OF ANY INVESTOR ACCOUNT FOR WHICH IT HAS PURCHASED SECURITIES, TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE “RESALE RESTRICTION TERMINATION DATE”) THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF, THE ORIGINAL ISSUE DATE OF THE ISSUANCE OF ANY ADDITIONAL NOTES AND THE LAST DATE ON WHICH THE ISSUER OR ANY AFFILIATE OF THE ISSUER WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMP
