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 SecuritiesXylem Inc. • September 26th, 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.
FOUR-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT Dated as of [ ], 2011 among XYLEM INC. THE LENDERS NAMED HEREIN, JPMORGAN CHASE BANK, N.A., as Administrative Agent and CITIBANK, N.A., as Syndication Agent BARCLAYS BANK PLC...Assignment and Assumption • September 26th, 2011 • Xylem Inc. • Pumps & pumping equipment • New York
FOUR-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT (as it may be amended, supplemented or otherwise modified, the “Agreement”) dated as of [ ], 2011, among XYLEM INC., an Indiana corporation (the “Company”); each Borrowing Subsidiary party hereto; the lenders listed in Schedule 2.01 (together with their successors and permitted assigns, the “Lenders”); and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the “Administrative Agent”).
MASTER TRANSITION SERVICES AGREEMENTThe Agreement • September 26th, 2011 • Xylem Inc. • Pumps & pumping equipment • New York
This Master Transition Services Agreement (this “Agreement”) is entered into as of [•], 2011, by and among ITT Corporation, an Indiana corporation (“ITT”), Exelis Inc., an Indiana corporation (“Exelis”) and Xylem Inc., an Indiana corporation (“Xylem”). Each of ITT, Exelis and Xylem is sometimes referred to herein as a “Party” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined herein have the meanings given to such terms in the Distribution Agreement of even date herewith, by and among ITT, Exelis and Xylem (as such may be amended from time to time, the “Distribution Agreement”).
BENEFITS AND COMPENSATION MATTERS AGREEMENT DATED AS OF [ ], 2011, AMONG ITT CORPORATION, XYLEM INC. AND EXELIS INC.Benefits and Compensation Matters Agreement • September 26th, 2011 • Xylem Inc. • Pumps & pumping equipment • Indiana
Individuals listed on Schedule 1(a)(i) are listed as of 9/22/11, which will be adjusted to the date coincident with, or the end of the month following, the Distribution Date.
GOULDS TRADEMARK LICENSE AGREEMENTGoulds Trademark License Agreement • September 26th, 2011 • Xylem Inc. • Pumps & pumping equipment • New York
This GOULDS TRADEMARK LICENSE AGREEMENT (this “Agreement”) dated as of [ ], 2011, by and between GOULDS PUMPS INCORPORATED, a Delaware corporation (“GPI”) and Xylem Inc., an Indiana corporation (“Xylem”, and together with GPI, the “Parties”).
MASTER LEASE AGREEMENTPrime Lease • September 26th, 2011 • Xylem Inc. • Pumps & pumping equipment
THIS MASTER LEASE AGREEMENT (this “Lease”), made as of the day of , 2011, between each of the landlords (each a “Landlord”) identified on ScheduleI attached hereto and made a part hereof and each of the tenants (each a “Tenant”) identified on Schedule I.
