SEPARATION AND DISTRIBUTION AGREEMENT by and among TYCO INTERNATIONAL LTD., TYCO FLOW CONTROL INTERNATIONAL LTD., and THE ADT CORPORATION Dated as of March 27, 2012Separation and Distribution Agreement • May 8th, 2012 • Tyco Flow Control International Ltd. • New York
SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of March 27, 2012, by and among TYCO INTERNATIONAL LTD., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Trident”), TYCO FLOW CONTROL INTERNATIONAL LTD., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Fountain”) and, solely for the purposes of the Specified Sections of this Agreement, THE ADT CORPORATION, a Delaware corporation (“Athens NA”).
TAX SHARING AGREEMENT by and among TYCO INTERNATIONAL LTD., TYCO FLOW CONTROL INTERNATIONAL LTD. and THE ADT CORPORATION, Dated as of [ ]Tax Sharing Agreement • July 18th, 2012 • Tyco Flow Control International Ltd. • Special industry machinery (no metalworking machinery) • New York
THIS TAX SHARING AGREEMENT (this “Agreement”) is made and entered into as of the day of September, 2012, by and among Tyco International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Trident”), The ADT Corporation, a Delaware corporation (“Athens NA”), and Tyco Flow Control International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Fountain”). Each of Trident, Athens NA and Fountain is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
MERGER AGREEMENT among TYCO INTERNATIONAL LTD., TYCO FLOW CONTROL INTERNATIONAL LTD., PANTHRO ACQUISITION CO., PANTHRO MERGER SUB, INC. and PENTAIR, INC. dated as of March 27, 2012Merger Agreement • May 8th, 2012 • Tyco Flow Control International Ltd. • New York
THIS MERGER AGREEMENT, dated as of March 27, 2012 (this “Agreement”), is among Tyco International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Trident”), Tyco Flow Control International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland and presently a direct wholly-owned Subsidiary of Trident (“Fountain”), Panthro Acquisition Co., a Delaware corporation and a direct wholly-owned Subsidiary of Fountain (“AcquisitionCo”), Panthro Merger Sub, Inc., a Minnesota corporation and a direct wholly-owned Subsidiary of AcquisitionCo (“Merger Sub”), and Pentair, Inc., a Minnesota corporation (“Patriot”). Capitalized terms used herein shall have the meanings given to them in Section 9.01 or in the Sections of this Agreement referenced in Section 9.01.
AMENDMENT NO. 1 TO THE SEPARATION AND DISTRIBUTION AGREEMENTSeparation and Distribution Agreement • July 26th, 2012 • Tyco Flow Control International Ltd. • Special industry machinery (no metalworking machinery) • New York
THIS AMENDMENT NO. 1, dated as of July 25, 2012 (this “Amendment”), to the Separation and Distribution Agreement, dated as of March 27, 2012 (the “Separation Agreement”), is among Tyco International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Trident”), Tyco Flow Control International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland and presently a direct wholly-owned Subsidiary of Trident (“Fountain”), and The ADT Corporation, a Delaware corporation and a direct wholly-owned subsidiary of Trident (“Athens”, and together with Trident and Fountain, the “Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Separation Agreement.
AMENDMENT NO. 1 TO THE MERGER AGREEMENTThe Merger Agreement • July 26th, 2012 • Tyco Flow Control International Ltd. • Special industry machinery (no metalworking machinery) • New York
THIS AMENDMENT NO. 1, dated as of July 25, 2012 (this “Amendment”), to the Merger Agreement, dated as of March 27, 2012 (the “Merger Agreement”), is among Tyco International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Trident”), Tyco Flow Control International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland and presently a direct wholly-owned Subsidiary of Trident (“Fountain”), Panthro Acquisition Co., a Delaware corporation and a direct wholly-owned Subsidiary of Fountain (“AcquisitionCo”), Panthro Merger Sub, Inc., a Minnesota corporation and a direct wholly-owned Subsidiary of AcquisitionCo (“Merger Sub”), and Pentair, Inc., a Minnesota corporation (“Patriot” and, together with Trident, Fountain, AcquisitionCo and MergerSub, the “Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement.
TRANSITIONAL TRADEMARK LICENSE AGREEMENTTransitional Trademark License Agreement • July 26th, 2012 • Tyco Flow Control International Ltd. • Special industry machinery (no metalworking machinery) • New York
This license agreement (this “Agreement”) is entered into and effective this day of , 2012 (the “Effective Date”). This Agreement is made by and between Tyco International Services Holding GmbH (“Licensor”), with a registered seat at Freier Platz 10, in 8200 Schaffhausen, Switzerland, and Tyco Flow Control International Ltd. (t/b/k/a Pentair Ltd.), a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland with an address at c/o Pentair, Inc., 5500 Wayzata Boulevard, Suite 800 Golden Valley, Minnesota 55416 (“Licensee”) (each individually a “Party” and collectively, the “Parties”) and, solely for purposes of Section 12(p) herein, Tyco International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Licensor Parent”).
TRANSITION SERVICES AGREEMENT BETWEEN TYCO INTERNATIONAL LTD. AND TYCO FLOW CONTROL INTERNATIONAL LTD. DATED AS OF [—], 2012Transition Services Agreement • July 18th, 2012 • Tyco Flow Control International Ltd. • Special industry machinery (no metalworking machinery) • New York
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of [—], 2012, by and among Tyco International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Tyco”), and Tyco Flow Control International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Flow Control”). Each of Tyco and Flow Control is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
TYCO FLOW CONTROL INTERNATIONAL FINANCE S.A., as Issuer AND PENTAIR LTD. as Guarantor AND PENTAIR, INC. AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of September 24, 2012 $350,000,000 of 1.875% Notes due...First Supplemental Indenture • September 24th, 2012 • Pentair Ltd. • Special industry machinery (no metalworking machinery) • New York
THIS FIRST SUPPLEMENTAL INDENTURE is dated as of September 24, 2012 among TYCO FLOW CONTROL INTERNATIONAL FINANCE S.A., a Luxembourg public limited liability company (société anonyme) with registered office at 29, avenue de la Porte Neuve, L-2227 Luxembourg and registered with the Luxembourg Trade and Companies Register under number B 166305 (the “Company”), PENTAIR LTD., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland and formerly known as Tyco Flow Control International Ltd. (“Parent”), PENTAIR, INC., a Minnesota corporation (“Pentair”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Trustee”).
