1 Exhibit 4(xviii) AMERICAN STANDARD COMPANIES INC. AMERICAN STANDARD INC. CERTAIN SUBSIDIARIES OF AMERICAN STANDARD INC. U.S. $1,750,000,000 AMENDED AND RESTATED CREDIT AGREEMENT Dated as of January 31, 1997 THE LENDERS NAMED HEREINCredit Agreement • February 5th, 1997 • American Standard Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
andIndenture • March 30th, 2000 • American Standard Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
Synthetic Lease" shall mean any synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing product where the transaction is considered indebtedness for borrowed money for Federal income tax purposes...Credit Agreement • March 30th, 2000 • American Standard Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
AMENDMENT NO. 3 TO RIGHTS AGREEMENT AMENDMENT NO. 3, dated August 20, 2003 ("Amendment No. 3"), to Rights Agreement dated as of January 5, 1995, as amended by Amendment No. 1 thereto, dated as of January 13, 2003 and Amendment No. 2 thereto, dated as...Rights Agreement • August 21st, 2003 • American Standard Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
Confidential Business" means Business Information which is not generally known concerning Information" the Baltic Group's business, customers,financial or other affairs; "Covenantors" means the covenantors named in the Tax Covenant; "Disclosure...Agreement • February 12th, 1999 • American Standard Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • London
1 EXHIBIT 10(I) STOCK DISPOSITION AGREEMENTWarrant Agreement • December 17th, 1996 • American Standard Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 31st, 1995 • American Standard Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
as IssuerIndenture • November 13th, 1998 • American Standard Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
as IssuerIndenture • September 19th, 1997 • American Standard Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
andAmerican Standard Companies Inc • March 30th, 2000 • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
1 DRAFT DATED JANUARY 24, 1997 AMERICAN STANDARD COMPANIES INC. 8,600,000 SHARES COMMON STOCK ($.01 PAR VALUE) ------------------------ UNDERWRITING AGREEMENT (U.S. VERSION) ------------------------ February , 1997 Goldman, Sachs & Co. Morgan Stanley...American Standard Companies Inc • January 24th, 1997 • Air-cond & warm air heatg equip & comm & indl refrig equip
EX 10 (VII) TRUST AGREEMENT FOR AMERICAN STANDARD COMPANIES INC. LONG-TERM INCENTIVE COMPENSATION PLAN AND AMERICAN STANDARD COMPANIES INC. SUPPLEMENTAL INCENTIVE COMPENSATION PLAN (As Amended and Restated in its Entirety As of May 4, 2000) This Trust...Trust Agreement • March 30th, 2001 • American Standard Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
as IssuerIndenture • September 19th, 1997 • American Standard Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
and CITIBANK, N.A. Rights AgentRights Agreement • March 31st, 1995 • American Standard Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
FIRST AMENDMENT (this "Amendment") dated as of May 22, 1997 to the Amended and Restated Credit Agreement dated as of January 31, 1997 (the "Credit Agreement"), among American Standard Companies Inc. ("Holding"); American Standard Inc. ("ASI"); the...First Amendment • October 27th, 1997 • American Standard Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
November 2, 2001 Mr. James Schultz One Centennial Avenue Piscataway, NJ 08855 Dear Jim: This letter constitutes the entire agreement between American Standard Companies and you regarding the separation of your employment with the Company. Please read...American Standard Companies Inc • March 25th, 2002 • Air-cond & warm air heatg equip & comm & indl refrig equip
Ex 10 (xii) AMERICAN STANDARD COMPANIES INC. CORPORATE OFFICER SEVERANCE PLAN (As Amended and Restated as of May 4, 2000) Section I. Purpose. The purpose of the Plan is to provide elected officers of the Company with severance benefits should their...American Standard Companies Inc • March 30th, 2001 • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
FOURTH AMENDMENT (this "Amendment") dated as of December 22, 1998 to the Amended and Restated Credit Agreement dated as of January 31, 1997 (as amended, the "Credit Agreement"; capitalized terms used and not otherwise defined herein shall have the...Fourth Amendment • February 12th, 1999 • American Standard Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
SECOND AMENDMENT (this "Amendment") dated as of August 20, 1997 to the Amended and Restated Credit Agreement dated as of January 31, 1997 (as amended, the "Credit Agreement"; capitalized terms used and not otherwise defined herein shall have the...Second Amendment • October 27th, 1997 • American Standard Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
WHEREAS, all things necessary to make this First Supplemental Indenture a valid agreement of the Issuer, the Guarantor and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture have been done; 3 -2-American Standard Companies Inc • March 30th, 1998 • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
1 Exhibit 10 (ix) AMERICAN STANDARD COMPANIES INC. CORPORATE OFFICER SEVERANCE PLAN (As Amended and Restated as of December 2, 1999) Section I. Purpose. The purpose of the Plan is to provide elected officers of the Company with severance benefits...American Standard Companies Inc • March 30th, 2000 • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
INDEMNIFICATION AGREEMENTIndemnification Agreement • July 19th, 2006 • American Standard Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
Indemnification Agreement, dated as of July 17, 2006, between American Standard Companies Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 15, 2007 AMONG INGERSOLL-RAND COMPANY LIMITED, INDIAN MERGER SUB, INC. AND TRANE INC.Agreement and Plan of Merger • December 17th, 2007 • Trane Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 15, 2007, among INGERSOLL-RAND COMPANY LIMITED, a Bermuda corporation (“Parent”), INDIAN MERGER SUB, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and TRANE, INC., a Delaware corporation (the “Company”).
February 7, 2002 AMENDED AND RESTATED EMPLOYMENT AGREEMENT AMENDED AND RESTATED EMPLOYMENT AGREEMENT, dated as of February 7, 2002, by and between American Standard Companies Inc., a Delaware corporation (the "Company"), and Frederic M. Poses (the...Employment Agreement • March 25th, 2002 • American Standard Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New Jersey
TRUST AGREEMENT FOR AMERICAN STANDARD COMPANIES INC. LONG-TERM INCENTIVE COMPENSATION PLAN AND AMERICAN STANDARD COMPANIES INC. SUPPLEMENTAL INCENTIVE COMPENSATION PLAN (Restated to include all amendments through October 4, 2007)Trust Agreement for American • October 30th, 2007 • American Standard Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
This Trust Agreement dated as of January 1, 1993, and as amended and restated in its entirety through October 4, 2007, by and between American Standard Companies Inc., a Delaware corporation, and Leo Mierzwicki, as Trustee, provides, on the terms and conditions set forth below, for the establishment and administration of a trust to hold shares of Common Stock issued as payouts under the American Standard Companies Inc. Long -Term Incentive Compensation Plan and the American Standard Companies Inc. Supplemental Incentive Compensation Plan.
TRANE INC. CORPORATE OFFICER SEVERANCE PLAN (Restated to include all amendments through May 8, 2008)Corporate Officer Severance Plan • May 9th, 2008 • Trane Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
REGISTRATION RIGHTS AGREEMENT April 1, 2005 among AMERICAN STANDARD INC. as Issuer AMERICAN STANDARD COMPANIES INC. and AMERICAN STANDARD INTERNATIONAL INC. as Guarantors and CITIGROUP GLOBAL MARKETS INC. J.P. MORGAN SECURITIES INC. AND THE OTHER...Registration Rights Agreement • April 1st, 2005 • American Standard Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
This Agreement is made pursuant to the Purchase Agreement dated March 29, 2005 by and among the Company, the Guarantors and the Initial Purchasers (the “Purchase Agreement”), which provides for the sale by the Company to the Initial Purchasers of $200,000,000 aggregate principal amount of the Company’s 51/2 % Notes due 2015, (the “Notes”). The Notes will be fully and unconditionally guaranteed (the “Guarantees,” and together with the Notes, the “Securities”) by the Guarantors. In order to induce the Initial Purchasers to enter into the Purchase Agreement and in satisfaction of a condition to the Initial Purchasers’ obligations thereunder, the Company has agreed to provide to the Initial Purchasers and their respective direct and indirect transferees and assigns the registration rights set forth in this Agreement.
FIVE-YEAR CREDIT AGREEMENT dated as of May 31, 2007 among WABCO HOLDINGS INC. The Borrowing Subsidiaries Party Hereto The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, Issuing Bank and Swingline Lender J.P. MORGAN EUROPE...Year Credit Agreement • June 5th, 2007 • American Standard Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
FIVE-YEAR CREDIT AGREEMENT dated as of May 31, 2007, among WABCO HOLDINGS INC., a Delaware corporation (the “Company”); the BORROWING SUBSIDIARIES from time to time party hereto (the “Borrowing Subsidiaries”, and, together with the Company, the “Borrowers”); the LENDERS from time to time party hereto; JPMORGAN CHASE BANK, N.A., as Administrative Agent, as Issuing Bank and as Swingline Lender; J.P. MORGAN EUROPE LIMITED, as London Agent, ABN AMRO BANK N.V., as Syndication Agent, and BANK OF AMERICA, N.A., BNP PARIBAS, and CITIBANK, N.A., as Documentation Agents.
TRUST AGREEMENT FOR THE AMERICAN STANDARD COMPANIES INC. SUPPLEMENTAL COMPENSATION PLAN FOR OUTSIDE DIRECTORS Restated to include all amendments through October 4, 2007Trust Agreement • October 30th, 2007 • American Standard Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip
This Trust Agreement, as amended and restated in its entirety through October 4, 2007, by and between American Standard Companies Inc., a Delaware corporation, and Leo Mierzwicki, as Trustee, provides, on the terms and conditions set forth below, for the establishment and administration of a trust to hold shares of Common Stock issued as payouts under the American Standard Companies Inc. Supplemental Compensation Plan for Outside Directors.
EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN AMERICAN STANDARD COMPANIES, INC. AND WABCO HOLDINGS INC.Employee Matters Agreement • July 20th, 2007 • American Standard Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
This EMPLOYEE MATTERS AGREEMENT (this “Agreement”), dated as of July 16, 2007 is by and between American Standard Companies Inc., a Delaware corporation (“ASD”), and WABCO Holdings Inc., a Delaware corporation (“WABCO”) (each a Party, and together the “Parties”).
AMENDMENT NO. 4 TO RIGHTS AGREEMENTRights Agreement • December 17th, 2007 • Trane Inc. • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
AMENDMENT NO. 4 (this “Amendment”), dated as of December 15, 2007, to the Rights Agreement, dated as of January 5, 1995 and amended as of January 13, 2003, February 6, 2003 and August 20, 2003 (the “Rights Agreement”), between Trane Inc. (formerly known as American Standard Companies Inc.), a Delaware corporation (the “Company”), and The Bank of New York, as Rights Agent (the “Rights Agent”). Capitalized terms used herein without definition shall have the meanings given to them in the Rights Agreement.
SEPARATION AND DISTRIBUTION AGREEMENT by and between AMERICAN STANDARD COMPANIES INC. and WABCO HOLDINGS INC. Dated as of July 16, 2007Separation and Distribution Agreement • July 20th, 2007 • American Standard Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), is entered into as of July 16, 2007, by and between American Standard Companies Inc., a Delaware corporation (“ASD”), and WABCO Holdings Inc., a Delaware corporation (WABCO”) (each a “Party” and together, the “Parties”).
AMERICAN STANDARD COMPANIES INC. CORPORATE OFFICER SEVERANCE PLAN (As Amended and Restated as of July 10, 2003)Officer Severance Plan • March 3rd, 2004 • American Standard Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
CREDIT DOCUMENTS AMENDMENT AGREEMENT dated as of February 9, 1995, among AMERICAN STANDARD COMPANIES INC., formerly known as ASI Holding Corporation, a Delaware corporation ("Holding"); AMERICAN STANDARD INC., a Delaware corporation ("ASI"); the...Credit Documents Amendment Agreement • March 31st, 1995 • American Standard Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
AMERICAN STANDARD COMPANIES INC. CORPORATE OFFICER SEVERANCE PLAN (As Amended and Restated as of July 8, 2004)American Standard Companies • July 29th, 2004 • American Standard Companies Inc • Air-cond & warm air heatg equip & comm & indl refrig equip • Delaware
