EX-10.1



 








Exhibit 10.1




EXECUTION COPY






     ACCESSION AGREEMENT dated as of November 8, 2007, among the financial
institutions executing this Agreement as INCREASING LENDERS (collectively,
the “Increasing Lenders” ITT CORPORATION, an Indiana corporation
(the “Company”), and JPMORGAN CHASE BANK, N.A., as administrative
agent for the Lenders (in such capacity, the “Administrative
Agent”).



          A. Reference is made to the Amended and Restated Five-Year Competitive Advance
and Revolving Credit Facility Agreement dated as of November 10, 2005 (as amended, supplemented or otherwise modified from time to time, the
“Credit Agreement”), among the Company, the Lenders, JPMorgan Chase Bank, N.A.
(“JPMCB”), as Administrative Agent, Deutsche Bank Securities Inc., Citicorp USA Inc., and the
Bank of Tokyo-Mitsubishi Ltd., as Syndication Agents, and Societe Generale, as Documentation
Agent. Capitalized terms used and not otherwise defined herein shall have the meanings
assigned to such terms in the Credit Agreement.




          B. Pursuant to Section 2.12(e) of the Credit Agreement, the Company has requested the
Increasing Lenders to extend, and the Increasing Lenders have agreed to extend, effective
November 8, 2007, additional Commitments in accordance with the provisions of the Credit
Agreement (the “Incremental Commitments”).




          Accordingly, the Increasing Lenders, the Company and the Administrative Agent agree as
follows:




          SECTION 1. Incremental Commitments. Each Increasing Lender hereby agrees,
effective as of the Effective Date, to extend an Incremental Commitment in the amount set
forth opposite its name on Schedule 1A hereto.




          SECTION
2. Representations and Warranties, Agreements of Increasing Lenders,
etc. Each Increasing Lender represents and warrants that it has full power and authority,
and has taken all action necessary, to execute and deliver this Agreement.




          SECTION 3. Effectiveness. (a) This Agreement shall become effective as of
November 8, 2007, or such later date as shall be agreed upon by the Company and the
Administrative Agent and set forth in a notice delivered to the Increasing Lenders (the
“Effective Date”), subject to (i) the Administrative Agent’s receipt of counterparts
of this Agreement duly executed on behalf of each Increasing Lender and the Company; (ii) the
Administrative Agent’s receipt of a duly completed Administrative Questionnaire from each
Increasing Lender that was not previously a Lender; and (iii) the satisfaction, on and as of
the Effective Date, of the conditions set forth in Section 2.12(e) of the Credit Agreement.




 









 








          (b) Upon the effectiveness of this Agreement, the Administrative Agent shall give
prompt notice thereof to the Increasing Lenders.




          SECTION 4. Counterparts. This Agreement may be executed in multiple
counterparts, each of which shall constitute an original, but all of which, when taken
together, shall constitute a single instrument.




          SECTION 5. Governing Law. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.




          SECTION 6. Notices. All notices and other communications hereunder shall be in
writing and given as provided in Section 9.01 of the Credit Agreement. All communications and
notices hereunder to an Increasing Lender shall be given to it at the address set forth under
its signature hereto.




 









 








          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by
their respective authorized officers as of the date and year first above written.




	 	 	 	 	 	 	 
	 	 	ITT CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Donald Foley
 

	 	 
	 	 	Name: Donald Foley

Title: Sr. V. P. Treasurer and Director of Taxes	 	 
	 
	 	 	 	 	 	 
	 	 	JPMORGAN CHASE BANK, N.A., as Administrative
Agent and Increasing Lender,	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Anthony W. White
 

	 	 
	 	 	Name: Anthony W. White

Title: Vice President	 	 






 









 





Increasing Lender signature page to the




ITT Corporation Accession Agreement




To approve the Accession Agreement:




Name of Increasing Lender




	 	 	 	 	 	 	 
	 	 	CITICORP USA, INC.,	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Christopher M. Hartzell
 

Name: Christopher M. Hartzell
	 	 
	 

	 	 	 	Title: Vice President	 	 






 









 





Increasing Lender signature page to the




ITT Corporation Accession Agreement




To approve the Accession Agreement:




Name of Increasing Lender




	 	 	 	 	 	 	 
	 	 	The
Bank of Tokyo — Mitsubishi UFJ, Ltd.

New York Branch	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Kenneth K. Eguea
 

Name: Kenneth K. Eguea
	 	 
	 

	 	 	 	Title: Authorized Signatory	 	 
	 
	 	 	 	 	 	 
	For any Increasing
Lender that requires a second signature line:
	 
	 	 	 	 	 	 
	 
	 	by	 	 	 	 
	 

	 	 	 	 

Name:

Title:
	 	 






 









 





Increasing Lender signature page to the




ITT Corporation Accession Agreement




To approve the Accession Agreement:




Name of Increasing Lender




	 	 	 	 	 	 	 
	 	 	SOCIETE GENERALE	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	/s/ Maria Iarriccio
 

Maria Iarriccio

Vice President
	 	 






 









 





Increasing
Lender signature page to the




ITT Corporation Accession Agreement




To approve the Accession Agreement:




Name of Increasing Lender




	 	 	 	 	 	 	 
	 	 	UBS LOAN FINANCE LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Mary E. Evans
 

Name: Mary E. Evans
	 	 
	 

	 	 	 	Title: Associate Director	 	 
	 
	 	 	 	 	 	 
	For any Increasing Lender that requires a second signature line:
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Irja R. Otsa
 

Name: Irja R. Otsa
	 	 
	 

	 	 	 	Title: Associate Director	 	 






 









 





Increasing Lender signature page to the




ITT Corporation Accession Agreement




To approve the Accession Agreement:




Name of Increasing Lender




	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK, N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Jordan Fragiacomo
 

Name: Jordan Fragiacomo
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	For any Increasing Lender that requires a second signature line:
	 
	 	 	 	 	 	 
	 

	 	by	 	 	 	 
	 

	 	 	 	 

Name:

Title:
	 	 






 









 





Increasing Lender signature page to the




ITT Corporation Accession Agreement




To approve the Accession Agreement:




Name of Increasing Lender




	 	 	 	 	 	 	 
	 	 	ING CAPITAL LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ John Kippax
 

Name: John Kippax

Title: Managing Director
	 	 
	 
	 	 	 	 	 	 
	For any Increasing Lender that requires a second signature line:
	 
	 	 	 	 	 	 
	 

	 	by	 	 	 	 
	 

	 	 	 	 

Name:

Title:
	 	 






 









 





Increasing
Lender signature page to the



ITT Corporation Accession Agreement




To approve the Accession Agreement:




Name of Increasing Lender




	 	 	 	 	 	 	 
	 	 	THE NORTHERN TRUST COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Peter J. Hallan
 

	 	 
	 

	 	 	 	Name: Peter J. Hallan	 	 
	 

	 	 	 	Title: Vice President	 	 





For any
Increasing Lender that requires a second signature line:




	 	 	 	 	 	 	 
	 

	 	by	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






 









 






Increasing Lender signature page to the




ITT Corporation Accession Agreement




To approve the Accession Agreement:




Name of Increasing Lender




	 	 	 	 	 	 	 
	 	 	THE ROYAL BANK OF
SCOTLAND PLC	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ L. Peter Yetman
 

Name: L. Peter Yetman
	 	 
	 

	 	 	 	Title: SVP	 	 






 









 






Increasing Lender signature page to the




ITT Corporation Accession Agreement




To approve the Accession Agreement:




Name of Increasing Lender




	 	 	 	 	 	 	 
	 	 	BNP PARIBAS	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Rick Pace
 

Name: Rick Pace
	 	 
	 

	 	 	 	Title: Managing Director	 	 





For any Increasing Lender that requires a second signature line:




	 	 	 	 	 	 	 
	 

	 	by
	 	/s/ Melissa Balley
 

	 	 
	 

	 	 	 	Name: Melissa Balley	 	 
	 

	 	 	 	Title: Vice President	 	 






 









 






Increasing Lender signature page to the




ITT Corporation Accession Agreement



To approve the Accession Agreement:



Name of Increasing Lender




BARCLAYS BANK PLC




	 	 	 	 	 	 	 
	 

	 	by
	 	/s/ Nicholas Bell
 

Name: Nicholas Bell
	 	 
	 

	 	 	 	Title: Director	 	 





For any Increasing Lender that requires a second signature line:




	 	 	 	 	 	 	 
	 

	 	by	 	 	 	 
	 

	 	 	 	 

Name:
	 	 
	 

	 	 	 	Title:	 	 






 









 






Increasing Lender signature page to the




ITT Corporation Accession Agreement




To approve the Accession Agreement:




Name of Increasing Lender




	 	 	 	 	 	 	 
	 

	 	 	 	INTESA SANPAOLO SPA	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Frank Maffei
 

Name: Frank Maffei
	 	 
	 

	 	 	 	Title: Vice President	 	 





For any Increasing Lender that requires a second signature line:




	 	 	 	 	 	 	 
	 

	 	by
	 	/s/ Nicholas Matacchieri
 

Name: Nicholas Matacchieri
	 	 
	 

	 	 	 	Title: Director	 	 






 









 






Increasing
Lender signature page to the




ITT Corporation Accession Agreement



To approve the Accession Agreement:



Name of Increasing Lender




	 	 	 	 	 	 	 
	 	 	Sveusha Handelsbanhen AB (Public)	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Marcus Ronnestam
 

	 	 
	 

	 	 	 	Name: Marcus Ronnestam	 	 
	 

	 	 	 	Title: Vice President	 	 





For any Increasing Lender that requires a second signature line:




	 	 	 	 	 	 	 
	 

	 	by
	 	/s/ Richard Johnson
 

Name: Richard Johnson
	 	 
	 

	 	 	 	Title: Senior Vice President	 	 






 









 






Increasing Lender signature page to the




ITT Corporation Accession Agreement



To approve the Accession Agreement:



Name of Increasing Lender




	 	 	 	 	 	 	 
	 	 	U.S. BANK N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	By
	 	/s/ Michael P. Dickman
 

Name: Michael P. Dickman
	 	 
	 

	 	 	 	Title: U.S. Bank N.A.	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Michael P. Dickman

Vice President

U.S. Bank, N.A.	 	 






 









 






Increasing Lender signature page to the




ITT Corporation Accession Agreement



To approve the Accession Agreement:



CREDIT INDUSTRIEL ET COMMERCIAL




	 	 	 	 	 	 	 
	 
	 	 	 	  
	 	 
	 
	 

	 	by	 	/s/ Eric Dulot
 

Name: Eric Dulot
	 	 
	 

	 	 	 	Title: Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	by
	 	/s/ Eric Longuet
 

	 	 
	 

	 	 	 	Name: Eric Longuet	 	 
	 

	 	 	 	Title: Vice President	 	 






 









 






SCHEDULE 1A




INCREMENTAL COMMITMENTS




	 	 	 	 	 
	Increasing Lender	 	Incremental Commitment
	JPMorgan Chase Bank, N.A.
	 	$	55,000,000	 
	Citicorp USA, Inc.
	 	$	45,000,000	 
	The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	 	$	45,000,000	 
	Societe Generale
	 	$	45,000,000	 
	UBS Loan Finance LLC
	 	$	45,000,000	 
	Wells Fargo Bank, N.A.
	 	$	45,000,000	 
	ING Bank N.V.
	 	$	45,000,000	 
	The Northern Trust Company
	 	$	30,000,000	 
	The Royal Bank of Scotland PLC
	 	$	30,000,000	 
	BNP Paribas
	 	$	25,000,000	 
	Barclays Bank PLC
	 	$	20,000,000	 
	Intesa Sanpaolo SpA
	 	$	20,000,000	 
	Svenska Handelsbanken AB
	 	$	20,000,000	 
	US Bank, N.A.
	 	$	20,000,000	 
	Credit Industrial et Commercial
	 	$	10,000,000