Articles of Amendment of the Articles of Incorporation of ITT Corporation (November 4th, 2011)
The undersigned officer of ITT Corporation (hereinafter referred to as the Corporation), existing pursuant to the provisions of the Indiana Business Corporation Law as amended (hereinafter referred to as the IBCL), desiring to give notice of corporate action amending its Articles of Incorporation of the Corporation, certifies the following facts:
FOUR-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT Dated as of October 25, 2011 Among ITT CORPORATION THE LENDERS NAMED HEREIN, JPMORGAN CHASE BANK, N.A., as Administrative Agent and CITIBANK, N.A., as Syndication Agent BARCLAYS BANK PLC SOCIETE GENERALE THE ROYAL BANK OF SCOTLAND PLC THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. And WELLS FARGO BANK N.A., as Documentation Agents CITIGROUP GLOBAL MARKETS INC., THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., as Lead Arrangers and Joint Bookrunners (October 28th, 2011)
FOUR-YEAR COMPETITIVE ADVANCE AND REVOLVING CREDIT FACILITY AGREEMENT (as it may be amended, supplemented or otherwise modified, the Agreement) dated as of October 25, 2011, among ITT CORPORATION, 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).
Itt Transitional Trademark License Agreement Exelis (October 28th, 2011)
This ITT TRANSITIONAL TRADEMARK LICENSE AGREEMENT- EXELIS (this Agreement) dated as of October 25, 2011 by and between ITT MANUFACTURING ENTERPRISES LLC, a Delaware limited liability company (formerly known as ITT Manufacturing Enterprises, Inc.) (ITTME) and EXELIS INC., an Indiana corporation (Exelis; and together with ITTME, the Parties, and each individually a Party) shall become effective as of the Distribution Date.
Master Transition Services Agreement (October 28th, 2011)
This Master Transition Services Agreement (this Agreement) is entered into as of October 25, 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).