BENEFITS AND COMPENSATION MATTERS AGREEMENT DATED AS OF OCTOBER 25, 2011, AMONG ITT CORPORATION, XYLEM INC. AND EXELIS INC.Benefits and Compensation Matters Agreement • October 28th, 2011 • ITT Corp • 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.
MASTER TRANSITION SERVICES AGREEMENTThe Agreement • October 28th, 2011 • ITT Corp • Pumps & pumping equipment • New York
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”).
TAX MATTERS AGREEMENT by and among ITT CORPORATION, XYLEM INC., and EXELIS INC. Dated as of October 25, 2011Tax Matters Agreement • October 28th, 2011 • ITT Corp • Pumps & pumping equipment • Indiana
THIS TAX MATTERS AGREEMENT (this “Agreement”) is made and entered into as of the day of October 25, 2011, by and among ITT Corporation, an Indiana corporation (“ITT”), Xylem Inc., an Indiana corporation (“Water”), and Exelis Inc., an Indiana corporation (“Defense”). Each of ITT, Water, and Defense is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
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...Credit Facility Agreement • October 28th, 2011 • ITT Corp • 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 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 — EXELISItt Transitional Trademark License Agreement — Exelis • October 28th, 2011 • ITT Corp • Pumps & pumping equipment • Delaware
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 LEASE AGREEMENTPrime Lease • October 28th, 2011 • ITT Corp • Pumps & pumping equipment
THIS MASTER LEASE AGREEMENT (this “Lease”), made as of the 25th day of October, 2011, between each of the landlords (each a “Landlord”) identified on Schedule I attached hereto and made a part hereof and each of the tenants (each a “Tenant”) identified on Schedule I.
