Exhibit 10.11


 


EXECUTION COPY


 





 



 


 






 





THE
Industrial Development Board 


of
the Parish of Ascension, Louisiana, Inc.


 


AND


 


IMTT-GEISMAR


 





 






 


AMENDED AND RESTATED LEASE AGREEMENT


 





 






 


Dated as of May 1, 2015


 


The interest of THE INDUSTRIAL
DEVELOPMENT BOARD OF THE PARISH OF ASCENSION, LOUISIANA, INC. (the “Issuer”) in this Amended and Restated Lease Agreement
has been assigned (except for “Reserved Rights” defined in this Amended and Restated Lease Agreement) pursuant to the
Amended and Restated Indenture of Trust dated as of the date hereof from the Issuer to U.S. BANK NATIONAL ASSOCIATION, as trustee
(the “Trustee”), and is subject to the security interest of the Trustee thereunder.


 





 



 





 






 







    	 



    	 



    

  


AMENDED AND RESTATED LEASE AGREEMENT


 


TABLE OF CONTENTS


 


(This Table of Contents is not a part of
the Amended and Restated Lease Agreement and is only for convenience of reference.)


 


	ARTICLE I DEFINITIONS	1
	 	 	 
	Section 1.01	Definitions.	1
	Section 1.02	Uses of Phrases.	2
	 	 	 
	ARTICLE II REPRESENTATIONS, COVENANTS AND WARRANTIES	3
	 	 	 
	Section 2.01	Representations, Covenants and Warranties of the Issuer.	3
	Section 2.02	Representations, Covenants and Warranties of the Company.	3
	Section 2.03	Tax-Exempt Status of the Bonds.	4
	Section 2.04	Notice of Determination of Taxability.	4
	Section 2.05	State Bond Commission Reporting Requirements.	5
	 	 	 
	ARTICLE III ACQUISITION AND CONSTRUCTION OF THE PROJECT; ISSUANCE OF THE BONDS	6
	 	 	 
	Section 3.01	Agreement to Acquire, Construct, Improve and Equip the Project.	6
	Section 3.02	Agreement to Issue the Bonds; Application of Bond Proceeds.	6
	Section 3.03	Disbursements from the Project Fund.	6
	Section 3.04	Furnishing Documents to the Trustee.	6
	Section 3.05	Establishment of Completion Date.	7
	Section 3.06	Company Required to Pay in Event Project Fund Insufficient.	8
	Section 3.07	Special Arbitrage Certifications.	8
	 	 	 
	ARTICLE IV LEASE PROVISIONS; SUBSTITUTE CREDIT FACILITY	9
	 	 	 
	Section 4.01	Agreement to Acquire and Lease the Project.	9
	Section 4.02	Rental Payments.	9
	Section 4.03	Obligations of Company and ITT Holdings LLC Unconditional.	12
	Section 4.04	Substitute Credit Facility.	13
	Section 4.05	Exemption From Ad Valorem Tax.	13
	Section 4.06	Removal of Property.	13
	Section 4.07	Additional Property Constituting a Part of the Project.	14
	Section 4.08	Authority to Act on Behalf of the Issuer.	14
	Section 4.09	Substitute Confirming Letter of Credit.	15
	 	 	 
	ARTICLE V PREPAYMENT AND REDEMPTION	16
	 	 	 
	a.                 Prepayment and Redemption.	16
	 	 	 
	ARTICLE VI SPECIAL COVENANTS	17
	 	 	 
	Section 6.01	No Warranty of Condition or Suitability by Issuer.	17
	Section 6.02	Access to the Project.	17
	Section 6.03	Further Assurances and Corrective Instruments.	17


 




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	Section 6.04	Issuer and Company Representatives.	17
	Section 6.05	Financing Statements.	17
	Section 6.06	Covenant to Provide Ongoing Disclosure.	18
	Section 6.07	Notice of Control.	18
	Section 6.08	Acknowledgement and Covenant Regarding Commercial Paper or Long Term Period.	18
	Section 6.09	Environmental Matters.	18
	 	 	 
	ARTICLE VII ASSIGNMENT, SELLING, LEASING; INDEMNIFICATION; REDEMPTION	19
	 	 	 
	Section 7.01	Assignment, Selling and Leasing.	19
	Section 7.02	Release and Indemnification Covenants.	19
	Section 7.03	Issuer to Grant Security Interest to Trustee.	20
	Section 7.04	Indemnification of Trustee.	20
	 	 	 
	ARTICLE VIII DEFAULTS AND REMEDIES	21
	 	 	 
	Section 8.01	Defaults Defined.	21
	Section 8.02	Remedies on Default.	22
	Section 8.03	No Remedy Exclusive.	23
	Section 8.04	Agreement to Pay Attorneys’ Fees and Expenses.	23
	Section 8.05	No Additional Waiver Implied by One Waiver.	23
	 	 	 
	ARTICLE IX MISCELLANEOUS	24
	 	 	 
	Section 9.01	Term of Agreement.	24
	Section 9.02	Notices.	24
	Section 9.03	Binding Effect.	25
	Section 9.04	Severability.	26
	Section 9.05	Amounts Remaining in Funds.	26
	Section 9.06	Amendments, Changes and Modifications.	26
	Section 9.07	Execution in Counterparts.	26
	Section 9.08	Applicable Law.	26
	Section 9.09	Captions.	26


 


EXHIBIT A - Project Description


EXHIBIT B - Form of Requisition


EXHIBIT C - Certificate of Completion


 




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AMENDED AND RESTATED LEASE AGREEMENT


 


THIS AMENDED AND RESTATED
LEASE AGREEMENT, dated as of May 1, 2015, between The
Industrial Development Board of the Parish of Ascension, Louisiana, Inc., a public body corporate and politic and an
instrumentality of the State of Louisiana created and existing under the Constitution and Laws of the State of Louisiana (the “Issuer”)
and IMTT-Geismar, a partnership
organized and existing under the laws of the State of Delaware (the “Company”);


 


WITNESSETH:


 


WHEREAS, the
Issuer is authorized and empowered under the laws of the State of Louisiana, including particularly Chapter 7 of Title 51 of the
Louisiana Revised Statutes of 1950, as amended (the “Act”), and other constitutional and statutory authority supplemental
thereto, to acquire, own, lease, rent, repair, renovate, improve, finance, sell, and dispose of properties to the end that it
may be able to promote industry and develop trade by inducing manufacturing, industrial, commercial, and other enterprises to
locate in the State of Louisiana and further the use of its agricultural products and natural resources; and to acquire, own,
lease, rent, repair, renovate, improve, finance, sell, and dispose of properties to the end that it may be able to attract and
retain business and commercial enterprises to maintain and expand employment and the economy of the Parish of Ascension, Louisiana;
and


 


WHEREAS, pursuant
to the Act, the Issuer is authorized to issue its bonds to finance any land, easement, servitude, leasehold interest, or other
interest or right in land, and any building or other facility or improvement thereon, including a single or multiple occupant office
building or building complex, and all movable and immovable properties deemed necessary in connection therewith, including parking
garages, whether or not now in existence, which shall be suitable for use by the following or by any combination of two or more
thereof: any industry for the manufacturing, processing, or assembling of any raw, agricultural, semi-manufactured, or manufactured
products; any commercial enterprise in storing, warehousing, distributing, or selling any products of agriculture, fishing, forestry,
mining, or industry; business or professional offices; hotels; and any international, national, regional, or state offices of business
or industry, or any other facility that is determined by the Issuer to be instrumental to the removal of blight or the redevelopment
of distressed areas, or to promote economic development through the creation of jobs, or to enhance the tax base through the construction,
renovation, or rehabilitation of improvements and to pledge the revenues and receipts therefrom or from any source thereof to secure
such bonds; and


 




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WHEREAS, in
furtherance of the public purpose for which the Issuer was created, the Issuer issued its $165,000,000 in principal amount of its
Revenue Bonds (IMTT-Geismar Project) Series 2007 (the “Bonds”) pursuant to the Indenture of Trust dated as of June
1, 2007 between the Issuer and the Trustee, as amended and restated by the Amended and Restated Indenture of Trust dated as of
September 1, 2009 (collectively, the “Original Indenture”), to finance the acquisition, construction and equipping
of a liquid logistics center to be located in the Parish of Ascension (the “Project”) and has leased the Project to
IMTT-Geismar, a partnership organized and existing under the laws of the State of Delaware (the “Company”); and


 


WHEREAS, the
Issuer originally issued the Bonds on July 10, 2007 and such Bonds are currently outstanding in the aggregate principal amount
of $165,000,000; and


 


WHEREAS, in
connection with the issuance of the Bonds, the Issuer acquired title to the Project from the Company and leased the Project back
to the Company pursuant to a Lease Agreement dated as of June 1, 2007, as amended by the First Amendment to Lease Agreement dated
as of September 1, 2009 (the “Original Agreement”), as amended and restated by this Agreement, pursuant to which the
Company agreed to make specified rental payments as described herein; and


 


WHEREAS, the
Company has requested that the Issuer and the Trustee amend and restate the Original Indenture and the Original Agreement for the
purpose of allowing for a bank rate mode and making certain related changes; and


 


WHEREAS, Section
12.02 of the Original Indenture and Section 9.06 of the Original Agreement provide that the Owners of a majority in aggregate principal
amount of the Outstanding Bonds may, under certain conditions, consent to any modification of the Original Agreement; and


 


WHEREAS, a copy
of the written consent of the Owners is attached to the Indenture as Exhibit D; and


 


WHEREAS, pursuant
to this Agreement, the Company has agreed to pay the Issuer amounts sufficient for the payment of the principal of and interest
on the Bonds, certain other payments thereunder; and


 


NOW, THEREFORE, THIS AGREEMENT WITNESSETH:


 




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ARTICLE I



DEFINITIONS


 


Section 1.01         Definitions.


 


All capitalized, undefined
terms used herein shall have the same meanings as used in Article I of the hereinafter defined Indenture. In
addition, the following words and phrases shall have the following meanings:


 


“Administrative
Agent” means Suntrust Bank, or its permitted assigns and successors, as Administrative Agent under the Revolving Credit
Agreement.


 


“Confirming
Bank” means the provider of a Confirming Letter of Credit or a Substitute Confirming Letter of Credit.


 


“Confirming
Letter of Credit” means a letter of credit issued by a Confirming Bank to the Trustee relating to the Bonds, including
any Substitute Confirming Letter of Credit provided by the Company in accordance with Section 4.05 of the Agreement.


 


“Cost”
with respect to the Project shall be deemed to include all items permitted to be financed under the provisions of the Code and
the Act.


 


“Default”
means any Default under this Agreement as specified in and defined by Section 8.01 hereof.


 


“Indenture”
means the Amended and Restated Indenture of Trust dated as of even date hereof between the Issuer and the Trustee, pursuant to
which the Bonds are authorized to be reissued, and any amendments and supplements thereto.


 


“Issuance Costs”
means all costs that are treated as costs of issuing or carrying the Bonds under existing Treasury Department regulations and rulings,
including, but not limited to, (a) commitment and origination fees payable to the Bondholders; (b) counsel fees (including
bond counsel, Issuer’s counsel, Bondholder’s counsel, Administrative Agent’s counsel and Company counsel, as
well as any other specialized counsel fees incurred in connection with the issuance of the Bonds); (c) financial advisory
fees incurred in connection with the issuance of the Bonds; (d) Trustee fees incurred in connection with the issuance of the
Bonds; (e) paying agent and certifying and authenticating agent fees related to issuance of the Bonds; (f) accountant
fees related to the issuance of the Bonds; (g) printing costs of the Bonds; (h) publication costs associated with the
financing proceedings; and (i) costs of engineering and feasibility studies necessary to the reissuance of the Bonds.


 


“Net Proceeds”
means the proceeds of the Bonds reduced by amounts in a reasonably required reserve or replacement fund.


 


“Project”
means the facilities described in Exhibit A hereto.


 




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“Qualified Project
Costs” means Costs and expenses of the Project which constitute land costs or costs for property of a character subject
to the allowance for depreciation excluding specifically working capital and inventory costs, provided, however, that (i) costs
or expenses paid (a) prior to the date of Hurricane Katrina, or (b) on or after December 31, 2009, and more than sixty (60) days
prior to the adoption by the Issuer of its resolution on May 11, 2010, declaring its intent to reimburse Project expenditures with
Bond proceeds, shall not be deemed to be Qualified Project Costs; (ii) Issuance Costs shall not be deemed to be Qualified
Project Costs; (iii) interest during the Construction Period shall be allocated between Qualified Project Costs and other
Costs and expenses to be paid from the proceeds of the Bonds; (iv) interest following the Construction Period shall not constitute
a Qualified Project Cost; (v) letter of credit fees and municipal bond insurance premiums which represent a transfer of credit
risk shall be allocated between Qualified Project Costs and other costs and expenses to be paid from the proceeds of the Bonds;
and (vi) letter of credit fees and municipal bond insurance premiums which do not represent a transfer of credit risk shall
not constitute Qualified Project Costs.


 


“Requisition”
means a written request for a disbursement from the Project Fund, signed by a Company Representative, substantially in the form
attached hereto as Exhibit B and satisfactorily completed as contemplated by said form.


 


“Reserved Rights”
means amounts payable to the Issuer under Sections 4.02(b), 6.09, 7.02 and 8.04 hereof.


 


“Revolving Credit
Agreement” means the Credit Agreement dated as of May 21, 2015, by and among ITT Holdings LLC, an affiliate of the Company,
as US borrower thereunder, IMTT-Quebec Inc. and IMTT-NTL, Ltd. as Canadian borrowers thereunder, the lenders party thereto and
the Administrative Agent, as amended, amended and restated, supplemented or otherwise modified from time to time.


 


“State”
means the State of Louisiana.


 


“Substitute
Confirming Letter of Credit” means a letter of credit, line of credit, insurance policy or other credit facility securing
the payment of the principal and Purchase Price of, redemption premium (if any) and interest on the Bonds, delivered to the Trustee
in accordance with Section 4.05 hereof.


 


“Term of Agreement”
means the duration of the leasehold interest created hereby as specified in Section 9.01 hereof.





  


Section 1.02         Uses
of Phrases.


 


Words of the masculine
gender shall be deemed and construed to include correlative words of the feminine and neuter genders. Unless the context shall
otherwise indicate, the words “Bond,” “Bondholder,” “Owner,” “registered owner”
and “person” shall include the plural as well as the singular number, and the word “person” shall include
corporations and associations, including public bodies, as well as persons. Any percentage of Bonds, specified herein for any purpose,
is to be figured on the unpaid principal amount thereof then Outstanding. All references herein to specific Sections of the Code
refer to such Sections of the Code and all successor or replacement provisions thereto.


 




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ARTICLE II



REPRESENTATIONS, COVENANTS AND WARRANTIES


 


Section 2.01         Representations,
Covenants and Warranties of the Issuer.


 


The Issuer represents,
covenants and warrants that:


 


(a)          The
Issuer is a public body corporate and politic and an instrumentality of the Parish of Ascension, State of Louisiana. Under the
provisions of the Act, the Issuer is authorized to enter into the transactions contemplated by this Agreement and the Indenture
and to carry out its obligations hereunder and thereunder. The Issuer has been duly authorized to execute and deliver this Agreement
and the Indenture.


 


(b)          The
Issuer covenants that it will not pledge the amounts derived from this Agreement other than as contemplated by the Indenture.


 


Section 2.02         Representations,
Covenants and Warranties of the Company.


 


The Company represents,
covenants and warrants that:


 


(a)          The
Company is a general partnership duly organized and validly existing under the laws of the State of Delaware. The Company is not
in violation of any provision of its Articles of Partnership, as amended, has the power to enter into this Agreement, and has duly
authorized the execution and delivery of this Agreement, and is qualified to do business and is in good standing under the laws
of the State.


 


(b)          The
Company agrees that during the Term of Agreement it will maintain its existence, will not dissolve or otherwise dispose of all
or substantially all of its assets and will not consolidate with or merge into another legal entity or permit one or more other
legal entities to consolidate with or merge into it, without (i) the prior written consent of the Credit Provider (during any Credit
Facility Period), the Administrative Agent (during any Bank Rate Period) or the Trustee (during any Interest Period that is not
a Credit Facility Period or a Bank Rate Period) and (ii) an opinion of Bond Counsel to the effect that such action, in and of itself,
will not adversely affect the excludability of interest on the Bonds from gross income for federal income tax purposes.


 


(c)          Neither
the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby and thereby, nor the
fulfillment of or compliance with the terms and conditions hereof or thereof conflicts with or results in a breach of the terms,
conditions, or provisions of any agreement or instrument to which the Company is now a party or by which the Company is bound,
or constitutes a default under any of the foregoing, or results in the creation or imposition of any lien, charge or encumbrance
whatsoever upon any of the property or assets of the Company under the terms of any such instrument or agreement.


 




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(d)          There
is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, known
to be pending or threatened against or affecting the Company or any of its officers, nor to the best knowledge of the Company is
there any basis therefor, wherein an unfavorable decision, ruling, or finding would materially adversely affect the transactions
contemplated by this Agreement or which would adversely affect, in any way, the validity or enforceability of the Bonds, this Agreement,
or any agreement or instrument to which the Company is a party, used or contemplated for use in the consummation of the transactions
contemplated hereby.


 


(e)          The
Project is of the type authorized and permitted by the Act, and its estimated Cost is not less than $165,000,000.


 


(f)          The
proceeds from the sale of the Bonds will be used only for payment of Costs of the Project.


 


(g)          The
Company will use due diligence to cause the Project to be operated in accordance with the laws, rulings, regulations and ordinances
of the State and the departments, agencies and political subdivisions thereof. The Company has obtained or will obtain all requisite
approvals of the State and of other federal, state, regional and local governmental bodies for the acquisition, construction, improving
and equipping of the Project.


 


(h)          The
Company will fully and faithfully perform all the duties and obligations which the Issuer has covenanted and agreed in the Indenture
to cause the Company to perform and any duties and obligations which the Company is required in the Indenture to perform. The foregoing
shall not apply to any duty or undertaking of the Issuer which by its nature cannot be delegated or assigned.


 


(i)          The
issuance of the Bonds by the Issuer to finance the acquisition, construction and installation of the Project has induced the Company
to locate the Project in the Parish of Ascension, Louisiana which will directly result in an increase in employment opportunities
in such Parish.


 


Section 2.03         Tax-Exempt
Status of the Bonds.


 


The Company hereby represents,
warrants and agrees that the Tax Regulatory Agreement executed and delivered by the Company concurrently with the reissuance and
delivery of the Bonds is true, accurate and complete in all material respects as of the date on which executed and delivered.


 


Section 2.04         Notice
of Determination of Taxability.


 


Promptly after the
Company first becomes aware of any Determination of Taxability, the Company shall give written notice thereof to the Issuer, the
Administrative Agent and the Trustee.


 




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Section 2.05         State
Bond Commission Reporting Requirements.


 


The Company hereby
covenants and agrees that it shall furnish to the Issuer and Bond Counsel such information as is necessary to satisfy the reporting
requirements of L.S.A. R.S. 39:1405.4, as amended from time to time. This information shall be delivered to the Issuer and Bond
Counsel not less than five (5) Business Days prior to the date such information is required to be reported to the Louisiana State
Bond Commission.


 




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ARTICLE III



ACQUISITION AND CONSTRUCTION

OF THE PROJECT;

ISSUANCE OF THE BONDS


 


Section 3.01         Agreement
to Acquire, Construct, Improve and Equip the Project.


 


The Company agrees to
make or cause to be made all contracts and do or cause to be done all things necessary for the acquisition, construction, improving,
and equipping of the Project. The Company further agrees that it will, or will cause a related entity to, acquire, construct, improve,
and equip the Project with all reasonable dispatch and use its best efforts to cause acquisition, construction, improving, equipping,
and occupancy of the Project. The Company expects the Project to be completed by December 31, 2008, or as soon thereafter as may
be practicable, delays caused by force majeure as defined in Section 8.01 hereof only excepted; but if for any
reason such acquisition, construction, improving and equipping is not completed by said date there shall be no resulting liability
on the part of the Company and no diminution in or postponement of the payments required in Section 4.02 hereof
to be paid by the Company.


 


Section 3.02         Agreement
to Issue the Bonds; Application of Bond Proceeds.


 


In order to provide funds
for the payment of the Cost of the Project, the Issuer, concurrently with the execution of this Agreement, will issue, sell, and
deliver the Bonds and deposit the net proceeds thereof with the Trustee in the Project Fund.


 


Section 3.03         Disbursements
from the Project Fund.


 


The Issuer has, in the
Indenture, authorized and directed the Trustee to make disbursements from the Project Fund to pay the Costs of the Project, or
to reimburse the Company for any Cost of the Project paid by the Company. Except with respect to payment of Issuance Costs on the
date of issuance of the Bonds, the Trustee shall not make any disbursement from the Project Fund until the Company shall have provided
the Trustee with a Requisition.


 


Section 3.04         Furnishing
Documents to the Trustee.


 


The Company agrees to
cause such Requisitions to be directed to the Trustee as may be necessary to effect payments out of the Project Fund in accordance
with Section 3.03 hereof.


 




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Section 3.05         Establishment
of Completion Date.


 


(a)          The
Completion Date shall be evidenced to the Issuer and the Trustee by a certificate signed by a Company Representative, as attached
as Exhibit C hereto stating that, except for amounts retained by the Trustee at the Company’s direction to
pay any Cost of the Project not then due and payable, (i) construction of the Project has been completed and all costs of labor,
services, materials and supplies used in such construction have been paid, (ii) all equipment for the Project has been installed,
such equipment so installed is suitable and sufficient for the operation of the Project, and all costs and expenses incurred in
the acquisition and installation of such equipment have been paid, and (iii) all other facilities necessary in connection with
the Project have been acquired, constructed, improved, and equipped and all costs and expenses incurred in connection therewith
have been paid. Notwithstanding the foregoing, such certificate shall state that it is given without prejudice to any rights against
third parties which exist at the date of such certificate or which may subsequently come into being. Forthwith upon completion
of the acquisition, construction, improving, and equipping of the Project, the Company agrees to cause such certificate to be furnished
to the Issuer and the Trustee. Upon receipt of such certificate, the Trustee shall retain in the Project Fund a sum equal to the
amounts necessary for payment of the Costs of the Project not then due and payable according to such certificate. If any such amounts
so retained are not subsequently used, prior to any transfer of said amounts to the General Account of the Bond Fund as provided
below, the Trustee shall give notice to the Company of the failure to apply said funds for payment of the Costs of the Project.
Any amount not to be retained in the Project Fund for payment of the Costs of the Project, and all amounts so retained but not
subsequently used, shall be transferred by the Trustee into the General Account of the Bond Fund.


 


(b)          If
at least ninety-five percent (95%) of the Net Proceeds of the Bonds have not been used to pay Qualified Project Costs, any amount
(exclusive of amounts retained by the Trustee in the Project Fund for payment of Costs of the Project not then due and payable)
remaining in the Project Fund shall be transferred by the Trustee into the General Account of the Bond Fund and used by the Trustee
(i) to redeem, or to cause the redemption of, Bonds on the earliest redemption date permitted by the Indenture without a premium,
or (ii) for any other purpose, provided that the Trustee is furnished with an opinion of Bond Counsel to the effect that such use
is lawful under the Act and will not require that interest on the Bonds be included in gross income for federal income tax purposes.
Until used for one or more of the foregoing purposes, such segregated amount may be invested as permitted by the Indenture provided
that prior to any such investment the Trustee is provided with an opinion of Bond Counsel to the effect that such investment will
not require that interest on the Bonds be included in gross income for federal income tax purposes.


 




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Section 3.06         Company
Required to Pay in Event Project Fund Insufficient.


 


In the event the moneys
in the Project Fund available for payment of the Costs of the Project should not be sufficient to pay the Costs of the Project
in full, the Company agrees to complete the Project or cause the Project to be completed and to pay that portion of the Costs of
the Project in excess of the moneys available therefor in the Project Fund. The Issuer does not make any warranty, either express
or implied, that the moneys paid into the Project Fund and available for payment of the Costs of the Project will be sufficient
to pay all of the Costs of the Project. The Company agrees that if after exhaustion of the moneys in the Project Fund, the Company
should pay any portion of the Costs of the Project pursuant to the provisions of this Section, the Company shall not be entitled
to any reimbursement therefor from the Issuer, the Trustee or the Owners of any of the Bonds, nor shall the Company be entitled
to any diminution of the amounts payable under Section 4.02 hereof.


 


Section 3.07         Special
Arbitrage Certifications.


 


The Company and the Issuer
covenant not to cause or direct any moneys on deposit in any fund or account to be used in a manner which would cause the Bonds
to be classified as “arbitrage bonds” within the meaning of Section 148 of the Code, and the Company certifies and
covenants to and for the benefit of the Issuer and the Owners of the Bonds that so long as there are any Bonds Outstanding, moneys
on deposit in any fund or account in connection with the Bonds, whether such moneys were derived from the proceeds of the sale
of the Bonds or from any other sources, will not be used in a manner which will cause the Bonds to be classified as “arbitrage
bonds” within the meaning of Section 148 of the Code.




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ARTICLE I


ARTICLE IV



LEASE PROVISIONS; SUBSTITUTE

CREDIT FACILITY


 


Section 4.01         Agreement
to Acquire and Lease the Project.


 


The Company has sold
the Project to the Issuer for and in consideration of the Issuer, issuing the Bonds and making the proceeds available to pay the
cost of the Project. The Issuer hereby demises and leases to the Company, and the Company hereby leases from the Issuer, for and
during the term of the Agreement, the Project, including the building, the Project Equipment and the Project Land, described in
Exhibit A hereto.


 


Section 4.02         Rental
Payments.


 


(a)          The
Company hereby covenants and agrees to pay base rental for the use and occupancy of the Project, as follows: on or before any Interest
Payment Date for the Bonds or any other date that any payment of interest, premium, if any, or principal or Purchase Price is required
to be made in respect of the Bonds pursuant to the Indenture, until the principal of, premium, if any, and interest on the Bonds
shall have been fully paid or provision for the payment thereof shall have been made in accordance with the Indenture, in immediately
available funds, a sum which, together with any other moneys available for such payment in any account of the Bond Fund, will enable
the Trustee to pay the amount payable on such date as Purchase Price or principal of (whether at maturity or upon redemption or
acceleration or otherwise), premium, if any, and interest on the Bonds as provided in the Indenture; provided, however, that the
obligation of the Company to make any rental payment hereunder shall be deemed satisfied and discharged to the extent of the corresponding
payment made by the Credit Provider (if any) to the Trustee under the Credit Facility (if any) or by the Confirming Bank (if any)
under the Confirming Letter of Credit (if any). While the Bonds bear interest at a Bank Rate, each of the Company and ITT Holdings
LLC agrees to pay (or cause to pay) the Purchase Price on the Bonds when due pursuant to Sections 4.01 and 4.02 of the Indenture.


 


It is understood
and agreed that all payments payable by or on behalf of the Company under subsection (a) of this Section 4.02
are assigned by the Issuer to the Trustee for the benefit of the Owners of the Bonds. Each of the Company and ITT Holdings LLC
assents to such assignment. The Issuer hereby directs the Company and ITT Holdings LLC and the Company and ITT Holdings LLC hereby
agree, to pay to the Trustee at the Principal Office of the Trustee all payments payable by or on behalf of the Company and/or
ITT Holdings LLC pursuant to this subsection.


 


(b)          Each
of the Company and ITT Holdings LLC agrees that it will also pay:


 


(i)          on
or before the effective date of this Agreement, the sum of $25,000 for its closing fee. The Company shall also pay all of the Issuer’s
reasonable actual out-of-pocket expenses and costs of issuance in connection with the Bonds. In the event the Company should fail
to pay such administrative expenses then due, the payment shall continue as an obligation of the Company until the amount shall
have been fully paid, and the company agrees to pay the same with interest thereon (to the extent legally enforceable) at a rate
per annum equal to the interest rate in effect from time to time on the Bonds, until paid; and


 




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(ii)         the
reasonable fees and expenses of such accountants, consultants, attorneys and other experts as may be engaged by the Issuer, the
Administrative Agent or the Trustee to prepare such audits, financial statements or opinions or provide such other services as
are reasonably required under this Agreement, the Indenture or the Tax Regulatory Agreement; and


 


(iii)        all
taxes and assessments of any type or character charged to the Issuer, the Administrative Agent or to the Trustee affecting the
amount available to the Issuer, the Administrative Agent or the Trustee from payments to be received hereunder or in any way arising
due to the transactions contemplated hereby (including taxes and assessments assessed or levied by any public agency or governmental
authority of whatever character having power to levy taxes or assessments) but excluding any taxes based upon the capital and/or
income of the Trustee, the Administrative Agent or any other person other than the Company; provided, however, that the Company
shall have the right to protest any such taxes or assessments assessed or levied upon them and that the Company shall have the
right to withhold payment of any such taxes or assessments pending disposition of any such protest or contest unless such withholding,
protest or contest would materially adversely affect the rights or interests of the Issuer, the Administrative Agent or the Trustee.


 


The forgoing payments shall be
billed to the Company and/or ITT Holdings LLC by the Issuer, the Administrative Agent or the Trustee from time to time, together
with (x) a statement executed by a duly authorized officer or agent of the Issuer, the Administrative Agent or the Trustee, as
the case may be, certifying that the amount billed has been incurred or paid by the Issuer, the Administrative Agent or the Trustee
for one or more of the above items, and (y) a copy of the invoice or statement for the amount so incurred or paid. Amounts so billed
shall be paid by the Company and ITT Holdings LLC within thirty (30) days after receipt of the bill by the Company or ITT Holdings
LLC unless, in the case of expenditures described under clause (iii) above, the Company or ITT Holdings LLC is contesting such
amounts in good faith.


 


(c)          Each
of the Company and ITT Holdings LLC will also pay the reasonable fees and expenses of the Trustee under the Indenture and all other
amounts which may be payable to the Trustee under Section 10.02 of the Indenture, such amounts to be paid directly
to the Trustee for the Trustee’s own account as and when such amounts become due and payable.


 




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(d)          Each
of the Company and ITT Holdings LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid, to the Trustee,
such amounts as shall be necessary to enable the Trustee to pay the Purchase Price of Bonds delivered to it for purchase, all as
more particularly described in Sections 4.01 and 4.02 of the Indenture; provided, however, that
the obligation of the Company and ITT Holdings LLC to make any such payment under this Section 4.02(d) shall
be reduced by the amount of moneys available for such payment described in Section 4.03(a) of the Indenture; and
provided, further, that the obligation of the Company and ITT Holdings LLC to make any payment under this subsection
(d) shall be deemed to be satisfied and discharged to the extent of the corresponding payment made by a Credit Provider (if any)
under a Credit Facility (if any) or by the Confirming Bank (if any) under the Confirming Letter of Credit (if any).


 


(e)          The
Company shall promptly notify the Owners and any Prior Owners of any Determination of Taxability. Each of the Company and ITT Holdings
LLC covenants, for the benefit of the Owners of the Bonds, to pay or cause to be paid to the Trustee when due any other amounts
payable under the Bonds, including, but not limited to the following while the Bonds bear interest at a Bank Rate:


 


(i)          In
the event of a Determination of Taxability (as defined in the Indenture), and upon demand of the Owner or any prior Owner, the
Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional amount as shall be necessary to provide
that interest on the Bonds shall have been payable at the Taxable Adjusted LIBOR Rate (as defined in the Indenture) from the Date
of Taxability (as defined in the Indenture). The Company shall promptly notify the Owners and any Prior Owners of any Determination
of Taxability.


 


(ii)         Reserved.


 


(iii)        Upon
a Determination of Taxability, the Company and ITT Holdings LLC shall also pay or cause to be paid to the Trustee upon demand of
such Owner or prior Owner any taxes, interest, penalties or other charges assessed against or payable by such Owner or prior Owner
and attributable to such Determination of Taxability and all reasonable administrative, out of pocket and other expenses incurred
by such Owner or prior Owner which are attributable to such event, including, without limitation, the costs incurred by such Owner
or prior Owner to amend any of its tax returns, notwithstanding the repayment of the entire principal amount of the Bonds or any
transfer or assignment of the Bonds.


 


(iv)        If
there is any Change in Law (as defined in the Revolving Credit Agreement) that increases the cost to the Bank holding the Bonds,
then the Company and ITT Holdings LLC shall pay or cause to be paid to the Trustee such additional costs incurred or reduction
suffered in accordance with Section 4.11 of the Revolving Credit Agreement, which section is incorporated herein by reference.


 


(v)         Reserved.


 


(vi)        The
Company and ITT Holdings LLC will pay or cause to be paid to the Trustee on demand all amounts required under the Bonds to be paid
during any contest of a Determination of Taxability.


 




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(vii)       The
obligations of the Company and ITT Holdings LLC contained in this subparagraph (e) shall survive the termination of this Agreement
and the payment in full of the Bonds.


 


(f)          In
the event the Company or ITT Holdings LLC should fail to make any of the payments required in this Section 4.02,
the item or installment so in default shall continue as an obligation of the Company or ITT Holdings LLC as applicable, until the
amount in default shall have been fully paid, and each of the Company and ITT Holdings LLC agrees to pay the same with interest
thereon, to the extent permitted by law, from the date when such payment was due, at the rate of interest equal to the Default
Rate.


 


(g)          The
Company shall pay as additional rent any amounts due and payable under Section 4.05 hereof.


 


(h)          In
addition to all other rentals provided hereunder, the Company shall make a payment annually directly to the Issuer on or before
December 31 of each year, commencing December 31, 2015, in the amount of $25,000 to be used by the Issuer to further economic development
efforts in Ascension Parish, Louisiana


 


Section 4.03         Obligations
of Company and ITT Holdings LLC Unconditional.


 


The obligations of the
Company and ITT Holdings LLC to make the payments required in Section 4.02 and to perform and observe the other agreements
contained herein shall be absolute and unconditional and shall not be subject to any defense or any right of setoff, counterclaim
or recoupment arising out of any breach by the Issuer, the Administrative Agent, the Owner or the Trustee of any obligation to
the Company or ITT Holdings LLC, whether hereunder or otherwise, or out of any indebtedness or liability at any time owing to the
Company or ITT Holdings LLC by the Issuer, the Administrative Agent, the Owner or the Trustee, and, until such time as the principal
of, premium, if any, and interest on the Bonds shall have been fully paid or provision for the payment thereof shall have been
made in accordance with the Indenture, the Company and ITT Holdings LLC (i) will not suspend or discontinue any payments provided
for in Section 4.02 hereof, (ii) will perform and observe all other agreements contained in this Agreement
and (iii) except as otherwise provided herein, will not terminate the Term of Agreement for any cause, including, without
limiting the generality of the foregoing, failure of the Company to complete the acquisition, construction, improving and equipping
of the Project, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive
eviction, destruction of or damage to the Project, the taking by eminent domain of title to or temporary use of any or all of the
Project, commercial frustration of purpose, any change in the tax or other laws of the United States of America or of the State
or any political subdivision of either thereof or any failure of the Issuer, the Administrative Agent, the Owner or the Trustee
to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected
with this Agreement. Nothing contained in this Section shall be construed to release the Issuer from the performance of any of
the agreements on its part herein contained, and in the event the Issuer or the Trustee should fail to perform any such agreement
on its part, the Company may institute such action against the Issuer or the Trustee as the Company may deem necessary to compel
performance so long as such action does not abrogate the obligations of the Company or ITT Holdings LLC contained in the first
sentence of this Section.


 




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Section 4.04         Substitute
Credit Facility.


 


Subject to the conditions
set forth in this Section 4.04, the Company may provide for the delivery to the Trustee of a Substitute Credit Facility.
The Company shall furnish written notice to the Trustee, not less than twenty days prior to the Mandatory Purchase Date, (a) notifying
the Trustee that the Company is exercising its option to provide for the delivery of a Substitute Credit Facility to the Trustee,
(b) setting forth the Mandatory Purchase Date in connection with the delivery of such Substitute Credit Facility, which shall
in any event be an Interest Payment Date that is not less than two Business Days prior to the expiration date of the Credit Facility
then in effect with respect to the Bonds, and (c) instructing the Trustee to furnish notice to the Bondholders regarding the
Mandatory Purchase Date at least fifteen days prior to the Mandatory Purchase Date, as more fully described in Section 4.01(b)
of the Indenture and Exhibit B thereto. Any Substitute Credit Facility shall be delivered to the Trustee prior
to such Mandatory Purchase Date and shall be effective on and after such Mandatory Purchase Date. On or before the date of such
delivery of a Substitute Credit Facility to the Trustee, the Company shall furnish to the Trustee (a) a written opinion of
Bond Counsel stating that the delivery of such Substitute Credit Facility will not adversely affect the exclusion from gross income
of interest on the Bonds for federal income tax purposes; and (b) a written opinion of counsel to the Substitute Credit Provider
to the effect that the Substitute Credit Facility is a legal, valid, binding and enforceable obligation of the Substitute Credit
Provider in accordance with its terms.


 


Section 4.05         Exemption
From Ad Valorem Tax.


 


It is the intent and
agreement of the Company and Issuer that the Project shall be owned by the Issuer and exempt from ad valorem taxes and that the
Company make payments in lieu of taxes related to the Project, aggregating a capital expenditure of up to $500,000,000, in the
manner described in Section 3 of the Agreement to Issue Bonds dated September 15, 2009 by and between the Issuer and the Company
which provisions are hereby incorporated and made a part hereof.


 


Section 4.06         Removal
of Property.


 


The Issuer shall not
be under any obligation to renew, repair or replace any item of inadequate, obsolete, worn out, unsuitable, undesirable or unnecessary
equipment, fixtures or furnishings comprising a part of the Project. In any instance where the Company in its sound discretion
determines that any items of the Project have become inadequate, obsolete, worn out, unsuitable, undesirable or unnecessary, the
Company may remove such items of the Project, and (on behalf of the Issuer) sell, trade-in, exchange or otherwise dispose of them
(as a whole or in part) without any responsibility or accountability to the Issuer or the Trustee therefor.


  




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The removal of any portion
of the Project pursuant to the provisions of this Section shall not entitle the Company to any abatement or diminution of the rents
payable under Section 4.02 hereof.


 


Section 4.07         Additional
Property Constituting a Part of the Project.


 


Notwithstanding any provision
of this Agreement to the contrary, the Company may elect to have any real or personal property, machinery, equipment, furniture
or fixtures acquired at the sole cost of the Company included as part of the Project by delivering to the Trustee and the Issuer
written notice of the Company’s election to have such property included as part of the Project. Upon the filing of such written
notice with the Trustee and the Issuer, such property specified in said notice shall become a part of the Project, up to a total
aggregate cost of $500,000,000.


 


Section 4.08         Authority
to Act on Behalf of the Issuer.


 


The Company shall,
without further consent of or action by the Issuer, have the full right and authority to act for and on behalf of, and in the name,
place and stead of Issuer, as the Company in its sole discretion may deem appropriate or necessary in the connection with the Company's
use, occupancy and/or operation of the Project, including, without limitation:


 


(i)          exercise
of all rights at law in the capacity of owner of the Project;


 


(ii)         contract
with third parties in the capacity of owner of the Project;


 


(iii)        execute
and deliver, in the capacity of owner of the Project, any and all applications, requests, consents and /or understandings with
all governmental and regulatory authorities having jurisdiction over the Project;


 


(iv)        appear,
in the capacity of owner of the Project, before all boards, authorities and other governmental and regulatory bodies having jurisdiction
over the Project; and


 


(v)         generally
to do and perform all and every other act, matter and thing in the capacity of owner of the Project as fully and effectively, and
to all intents and purposes with the same validity, as if all and every such act, matter or thing, were or had been particularly
stated, expressed and specifically provided herein, or as the Issuer could or might do if acting on its own behalf.


 


Provided, however; in
its exercise of the rights granted hereunder, the Company shall take no action in derogation or violation of this Agreement, the
Remarketing Agreement and/or the Credit Agreement, nor shall the Company create any additional liability or responsibility for
or on behalf of the Issuer beyond that presently imposed upon the Issuer by this Agreement, the Remarketing Agreement and/or the
Credit Agreement. 


 




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Section 4.09         Substitute
Confirming Letter of Credit.


 


Subject to the conditions
set forth in this Section 4.09, the Company may provide for the delivery to the Trustee of a Substitute Confirming
Letter of Credit. The Company shall furnish written notice to the Trustee, not less than twenty days prior to the Mandatory Purchase
Date, (a) notifying the Trustee that the Company is exercising its option to provide for the delivery of a Substitute Confirming
Letter of Credit to the Trustee, (b) setting forth the Mandatory Purchase Date in connection with the delivery of such Substitute
Confirming Letter of Credit, which shall in any event be an Interest Payment Date that is not less than two Business Days prior
to the expiration date of the Confirming Letter of Credit then in effect with respect to the Bonds, and (c) instructing the
Trustee to furnish notice to the Bondholders regarding the Mandatory Purchase Date at least fifteen days prior to the Mandatory
Purchase Date, as more fully described in Section 4.01(b) of the Indenture and Exhibit B thereto.
Any Substitute Confirming Letter of Credit shall be delivered to the Trustee prior to such Mandatory Purchase Date and shall be
effective on and after such Mandatory Purchase Date. On or before the date of such delivery of a Substitute Confirming Letter of
Credit to the Trustee, the Company shall furnish to the Trustee (a) a written opinion of Bond Counsel stating that the delivery
of such Substitute Confirming Letter of Credit will not adversely affect the exclusion from gross income of interest on the Bonds
for federal income tax purposes; and (b) a written opinion of counsel to the Substitute Confirming Letter of Credit Provider
to the effect that the Substitute Confirming Letter of Credit is a legal, valid, binding and enforceable obligation of the Substitute
Confirming Letter of Credit Provider in accordance with its terms.




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ARTICLE V



PREPAYMENT AND REDEMPTION


 


Section 5.01         Prepayment
and Redemption.


 


The Company and ITT Holdings
LLC shall have the option to prepay its obligations hereunder at the times and in the amounts as necessary to exercise its option
to cause the Bonds to be redeemed in whole or in part as set forth in the Indenture and in the Bonds. Each of the Company and ITT
Holdings LLC hereby agrees that it shall prepay its obligations hereunder at the times and in the amounts as necessary to accomplish
the mandatory redemption of the Bonds as set forth in the Indenture and in the Bonds. The Issuer, at the request of the Company,
shall forthwith take all steps (other than the payment of the money required for such redemption) necessary under the applicable
redemption provisions of the Indenture to effect redemption of all or part of the Outstanding Bonds, as may be specified by the
Company or ITT Holdings LLC, on the date established for such redemption.


 




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ARTICLE VI



SPECIAL COVENANTS


 


Section 6.01         No
Warranty of Condition or Suitability by Issuer.


 


THE ISSUER MAKES NO WARRANTY,
EITHER EXPRESS OR IMPLIED, AS TO THE PROJECT OR THE CONDITION THEREOF, OR THAT THE PROJECT WILL BE SUITABLE FOR THE PURPOSES OR
NEEDS OF THE COMPANY. THE ISSUER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, THAT THE COMPANY WILL HAVE QUIET AND
PEACEFUL POSSESSION OF THE PROJECT. THE ISSUER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY,
CONDITION OR WORKMANSHIP OF ANY PART OF THE PROJECT OR ITS SUITABILITY FOR THE COMPANY’S PURPOSES.


 


Section 6.02         Access
to the Project.


 


The Company agrees that
the Issuer, the Credit Provider (if any) and the Trustee and their duly authorized agents, attorneys, experts, engineers, accountants
and representatives shall have the right to inspect the Project at all reasonable times and on reasonable notice. The Issuer, the
Credit Provider (if any) and the Trustee and their duly authorized agents shall also be permitted, at all reasonable times, to
examine the books and records of the Company with respect to the Project.


 


Section 6.03         Further
Assurances and Corrective Instruments.


 


The Issuer and the Company
agree that they will, from time to time, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered,
such supplements hereto and such further instruments as may reasonably be required for carrying out the expressed intention of
this Agreement.


 


Section 6.04         Issuer
and Company Representatives.


 


Whenever under the provisions
of this Agreement the approval of the Issuer or the Company is required or the Issuer or the Company is required to take some action
at the request of the other, such approval or such request shall be given for the Issuer by an Issuer Representative and for the
Company by a Company Representative. The Trustee shall be authorized to act on any such approval or request.


 


Section 6.05         Financing
Statements.


 


The Company agrees to
execute and file or cause to be executed and filed any and all financing statements or amendments thereof or continuation statements
necessary to perfect and continue the perfection of the security interests granted in the Indenture. The Company shall pay all
costs of filing such instruments. If the Company fails to file such statements, then the Trustee shall make such filings.


 




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Section 6.06         Covenant
to Provide Ongoing Disclosure.


 


The Company hereby covenants
and agrees that, in the event the hereinafter defined Rule becomes applicable to the Bonds, the Company shall enter into a written
undertaking for the benefit of the holders of the Bonds, as required by Section (b)(5)(i) of Securities and Exchange Commission
Rule 15c2-12 under the Securities Exchange Act of 1934, as amended (17 CFR Part 240, §240.15c2-12) (the “Rule”);
provided, however, that the Company shall not be obligated to enter into such written undertaking if the Company shall furnish
to the Trustee, prior to the exercise of the Conversion Option, an opinion of Bond Counsel that, notwithstanding such election
by the Company, the Rule is not applicable to the Bonds.


 


Section 6.07         Notice
of Control.


 


The Company shall provide
written notice to the Trustee and the Remarketing Agent (if any) 30 days prior to the consummation of any transaction that would
result in the Company controlling the Credit Provider (if any) or the Confirming Bank (if any) or being controlled by the Credit
Provider (if any) or the Confirming Bank (if any) within the meaning of Section 2(a)(9) of the Investment Company Act of 1940.


 


Section 6.08         Acknowledgement
and Covenant Regarding Commercial Paper or Long Term Period.


 


The Company acknowledges
that the Bonds shall initially be rated only while the Interest Period for the Bonds is a Daily Period, a Two-Day Period or a Weekly
Period. Further, the Company acknowledges that in the event that it shall select a Commercial Paper Period or Long Term Period
as the Interest Period, it shall be required to provide a Substitute Credit Facility or an amendment to the Credit Facility in
accordance with Section 2.08 of the Indenture. The Company covenants that, in the event that it shall select a Commercial
Paper Period or Long Term Period, it shall amend or cause the amendment of, and supplement or cause the supplementation of, this
Agreement and the Indenture, respectively, such that the Bonds shall continue to be rated as investment grade by Moody’s,
Fitch or S&P.


 


Section 6.09         Environmental
Matters.


 


The Company shall be
solely responsible for, and shall indemnify and hold harmless the Issuer, the Owners and the Trustee from and against, any loss,
damage, costs, expense, or liability, directly or indirectly, arising out of or attributable to the use, generation, storage, release,
threatened release, discharge, disposal, or presence of Hazardous Material on, under or about the Project, including without limitation:
(i) all foreseeable consequential damages; (ii) the cost of any required or necessary repair, clean-up or detoxification of the
Project, and the preparation and implementation of any closure, remedial, or other required plans; and (iii) all reasonable costs
and expenses incurred by the Issuer and the Trustee in connection with clauses (i) and (ii), including but not limited to reasonable
attorney’s fees. The Company shall, at its expense, take all necessary remedial action(s) in response to the presence of
any Hazardous Material on, under or about the Project.


  


The said release and
indemnification covenants of the Company shall apply equally to the officers and employees of the Issuer and to its Board of Directors.


 




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ARTICLE VII



ASSIGNMENT, SELLING, LEASING;

INDEMNIFICATION; REDEMPTION


 


Section 7.01         Assignment,
Selling and Leasing.


 


This Agreement may be
assigned and the Project may be sold or leased, as a whole or in part, with the prior written consent of the Credit Provider (during
any Credit Facility Period), the Administrative Agent (during any Bank Rate Period) or the Trustee (during any period other than
a Credit Facility Period or a Bank Rate Period); provided, further, that no such sale or lease shall, in the opinion of Bond Counsel,
result in interest on any of the Bonds becoming includable in gross income for federal income tax purposes, or shall otherwise
violate any provisions of the Act; provided further, however, that no such sale or lease shall relieve the Company
or ITT Holdings LLC of any of their respective obligations under this Agreement unless such obligations shall have been legally
and validly assumed by the acquiring party.


 


Section 7.02         Release
and Indemnification Covenants.


 


(a)          The
Company shall and hereby agrees to indemnify and save the Issuer and the Trustee harmless against and from all expenses, damages
and claims by or on behalf of any person, firm, corporation or other legal entity arising from the conduct or management of, or
from any work or thing done on, the Project, or any reason whatsoever in connection with the Project and/or the Bonds, including
without limitation, (i) any condition of the Project, (ii) any breach or default on the part of the Company in the performance
of any of its obligations under this Agreement, (iii) any act or negligence of the Company or of any of its agents, contractors,
servants, employees or licensees or (iv) any act or negligence of any assignee or lessee of the Company, or of any agents, contractors,
servants, employees or licensees of any assignee or lessee of the Company. The Company shall indemnify and save the Issuer and
the Trustee harmless from any such claim arising as aforesaid, or in connection with any action or proceeding brought thereon,
and upon notice from the Issuer or the Trustee, the Company shall defend them or either of them in any such action or proceeding.


 


(b)          Notwithstanding
the fact that it is the intention of the parties hereto that the Issuer shall not incur any pecuniary liability by reason of the
terms of this Agreement or the undertakings required of the Issuer hereunder, by reason of the issuance of the Bonds, by reason
of the execution of the Indenture or by reason of the performance of any act requested of the Issuer by the Company, including
all claims, liabilities or losses arising in connection with the violation of any statutes or regulation pertaining to the foregoing;
nevertheless, if the Issuer should incur any such pecuniary liability, then in such event the Company shall indemnify and hold
the Issuer harmless against all claims, demands or causes of action whatsoever, by or on behalf of any person, firm or corporation
or other legal entity arising out of the same or out of any offering statement or lack of offering statement in connection with
the sale or resale of the Bonds and all costs and expenses incurred in connection with any such claim or in connection with any
action or proceeding brought thereon, and upon notice from the Issuer, the Company shall defend the Issuer in any such action or
proceeding. All references to the Issuer in this Section 7.02 shall be deemed to include its trustees, directors,
officers, employees, and agents.


 




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(c)          The
provisions of this Section 7.02 shall survive the termination of this Agreement and the redemption of the Bonds.


 


Section 7.03         Issuer
to Grant Security Interest to Trustee.


 


The parties hereto agree
that pursuant to the Indenture, the Issuer shall assign to the Trustee, in order to secure payment of the Bonds, all of the Issuer’s
right, title and interest in and to this Agreement, except for Reserved Rights.


 


Section 7.04         Indemnification
of Trustee.


 


The Company shall and
hereby agrees to indemnify the Trustee for, and hold the Trustee harmless against, any loss, liability or expense (including the
costs and expenses of defending against any claim of liability) incurred without gross negligence or willful misconduct by the
Trustee and arising out of or in connection with its acting as Trustee under the Indenture.


 




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ARTICLE VIII



DEFAULTS AND REMEDIES


 


Section 8.01         Defaults
Defined.


 


The following shall be
“Defaults” under this Agreement and the term “Default” shall mean, whenever it is used in this Agreement,
any one or more of the following events:


 


(a)          Failure
by the Company or ITT Holdings LLC, as applicable, to pay any amount required to be paid under Section 4.02(a), (d)
or (e) hereof.


 


(b)          At
any time other than a Credit Facility Period or a Bank Rate Period, failure by the Company to observe and perform any covenant,
condition or agreement on its part to be observed or performed, other than as referred to in Section 8.01(a)
hereof, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied shall
have been given to the Company by the Issuer or the Trustee, unless the Issuer and the Trustee shall agree in writing to an extension
of such time prior to its expiration; provided, however, if the failure stated in the notice cannot be corrected within
the applicable period, the Issuer and the Trustee will not unreasonably withhold their consent to an extension of such time if
corrective action is instituted by the Company within the applicable period and diligently pursued until such failure is corrected.


 


(c)          At
any time other than a Credit Facility Period or a Bank Rate Period, the dissolution or liquidation of the Company, except as authorized
by Section 2.02 hereof, or the voluntary initiation by the Company of any proceeding under any federal or state
law relating to bankruptcy, insolvency, arrangement, reorganization, readjustment of debt or any other form of debtor relief, or
the initiation against the Company of any such proceeding which shall remain undismissed for sixty (60) days, or failure by the
Company to promptly have discharged any execution, garnishment or attachment of such consequence as would impair the ability of
the Company to carry on its operations at the Project, or assignment by the Company for the benefit of creditors, or the entry
by the Company into an agreement of composition with its creditors or the failure generally by the Company to pay its debts as
they become due.


 


i.            The
occurrence of a Default under the Indenture.


 


ii.         At
any time during any Credit Facility Period, the occurrence of any “Default” or “Event of Default” under
any Credit Agreement.


 


iii.         At
any time during any Bank Rate Period, the occurrence of an “Event of Default” (as defined thereunder) under the Revolving
Credit Agreement and the receipt by the Trustee of written notice thereof from the Administrative Agent (at the direction of the
requisite lenders pursuant to the terms of the Revolving Credit Agreement).


 




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The provisions of subsection
(b) of this Section are subject to the following limitation: if by reason of force majeure the Company is unable
in whole or in part to carry out any of its agreements contained herein (other than its obligations contained in Article IV
hereof), the Company shall not be deemed in Default during the continuance of such inability. The term “force majeure”
as used herein shall mean, without limitation, the following: acts of God; strikes or other industrial disturbances; acts of public
enemies; orders or restraints of any kind of the government of the United States of America or of the State or of any of their
departments, agencies or officials, or of any civil or military authority; insurrections; riots; landslides; earthquakes; fires;
storms; droughts; floods; explosions; breakage or accident to machinery, transmission pipes or canals; and any other cause or event
not reasonably within the control of the Company. The Company agrees, however, to remedy with all reasonable dispatch the cause
or causes preventing the Company from carrying out its agreement, provided that the settlement of strikes and other industrial
disturbances shall be entirely within the discretion of the Company and the Company shall not be required to settle strikes, lockouts
and other industrial disturbances by acceding to the demands of the opposing party or parties when such course is in the judgment
of the Company unfavorable to the Company.


 


Section 8.02         Remedies
on Default.


 


Whenever any Default
referred to in Section 8.01 hereof shall have happened and be continuing, the Trustee, or the Issuer with the
written consent of the Trustee, may take one or any combination of the following remedial steps:


 


(a)          If
the Trustee has declared the Bonds immediately due and payable pursuant to Section 9.02 of the Indenture, by written
notice to the Company, declare an amount equal to all amounts then due and payable on the Bonds and hereunder, whether by acceleration
of maturity (as provided in the Indenture) or otherwise, to be immediately due and payable as liquidated damages under this Agreement
and not as a penalty, whereupon the same shall become immediately due and payable;


 


(b)          Have
reasonable access to and inspect, examine and make copies of the books and records and any and all accounts, data and income tax
and other tax returns of the Company during regular business hours of the Company if reasonably necessary in the opinion of the
Trustee; or


 


(c)          Take
whatever action at law or in equity as may appear necessary or desirable to collect the amounts then due and thereafter to become
due, or to enforce performance and observance of any obligation, agreement or covenant of the Company under this Agreement.


 


Any amounts collected
pursuant to action taken under this Section shall be paid into the Bond Fund and applied in accordance with the provisions of the
Indenture.


 




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Section 8.03         No
Remedy Exclusive.


 


Subject to Section
9.02 of the Indenture, no remedy herein conferred upon or reserved to the Issuer or the Trustee is intended to be exclusive
of any other available remedy or remedies, but each and every such remedy shall be cumulative and shall be in addition to every
other remedy given under this Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any
right or power accruing upon any Default shall impair any such right or power or shall be construed to be a waiver thereof, but
any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle the Issuer
or the Trustee to exercise any remedy reserved to it in this Article, it shall not be necessary to give any notice, other than
such notice as may be required in this Article. Such rights and remedies as are given the Issuer hereunder shall also extend to
the Trustee, and the Trustee and the Owners of the Bonds, subject to the provisions of the Indenture, shall be entitled to the
benefit of all covenants and agreements herein contained.


 


Section 8.04         Agreement
to Pay Attorneys’ Fees and Expenses.


 


In the event the Company
should default under any of the provisions of this Agreement and the Issuer or the Trustee should employ attorneys or incur other
expenses for the collection of payments required hereunder or the enforcement of performance or observance of any obligation or
agreement on the part of the Company herein contained, the Company agrees that it will on demand therefor pay to the Issuer and
the Trustee the reasonable fee of such attorneys and such other expenses so incurred by the Issuer.


 


Section 8.05         No
Additional Waiver Implied by One Waiver.


 


In the event any agreement
contained in this Agreement should be breached by either party and thereafter waived by the other party, such waiver shall be limited
to the particular breach so waived and shall not be deemed to waive any other breach hereunder.








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ARTICLE IXMISCELLANEOUS


 


Section 9.01         Term
of Agreement.


 


This Agreement shall
remain in full force and effect from the date hereof to and including June 1, 2043, or until such time as all of the Bonds and
the fees and expenses of the Issuer, the Administrative Agent and the Trustee shall have been fully paid or provision made for
such payments, whichever is later; provided, however, that this Agreement may be terminated prior to such date pursuant
to Article V of this Agreement, but in no event before all of the obligations and duties of the Company and
ITT Holdings LLC hereunder have been fully performed, including, without limitation, the payments of all costs and fees mandated
hereunder.


 


If the Company pays the
rentals herein required, or if provision is made for payment of the Bonds in accordance with the provisions of the Indenture, the
Company shall have the right and option, herein granted by the Issuer, to purchase the Project from the Issuer at any time during
the term of the Agreement after or simultaneously with payment (or provision for payment in accordance with the Indenture) in full
of the principal of and the interest and premium (if any) on the Bonds and all fees, charges and disbursements of the Trustee,
accrued and to accrue until the date of such full payment, at and for a purchase price of $1000 plus the related costs and expenses
(including reasonable attorneys’ fees) incurred by the Issuer in connection with the Company’s exercise of such option.
To exercise any such purchase option, the Company shall notify the Issuer in writing not less than thirty (30) days prior to the
date on which it proposes to effect such purchase and, on the date of such purchase, shall pay the aforesaid purchase price to
the Issuer in cash, whereupon the Issuer will, by bills of sale and deed or other appropriate instruments, transfer and convey
the Project (in its then condition, whatever that may be) to the Company, subject only to such liens, encumbrances and exceptions
to which title thereto was subject when this Agreement was delivered, those to the creation or suffering of which the Company consented
(except for this Agreement and the Indenture) and those resulting from the failure of the Company to perform or observe any of
the agreements or covenants on its part herein contained. Nothing herein contained shall be construed to give the Company any right
to any rebate to or refund of any rental paid by it hereunder prior to the exercise by it of the purchase option hereinabove granted,
even though such rental may have been wholly or partially prepaid.


 


Section 9.02         Notices.


 


All notices, certificates
or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by registered
mail, postage prepaid, addressed as follows:


 


		If to the Issuer:	The Industrial Development Board of the



Parish of Ascension, Louisiana,
Inc.


6967 Highway 22-A


Sorrento, Louisiana 70778


Attention: President


 




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		If to the Trustee:	US
Bank National Association






1349
West Peachtree, NW


Two
Midtown Plaza, Suite 1050


Atlanta,
Georgia 30309


Attention:
Corporate Trust Department


 


		If to the Company:	IMTT-Geismar



321 St. Charles Ave.


New Orleans, Louisiana 70130


Attention: John
Siragusa


 


		If to the Administrative Agent:	SunTrust
Bank



333 Peachtree Road,
NE


Atlanta, Georgia 30326


Attention: David Edge


 


		If to Fitch:	Fitch,
Inc.One State Street Plaza



New York, New York 10004


Attention: Structured Finance


 


		If to Moody’s:	Moody’s
Investors Service, Inc.



99 Church Street


New York, New York 10007


Attention: Corporate
Department, Structured Finance Group


 





	 	If to S&P:	Standard
& Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business








55 Water Street


New York, New York 10041


Attention:
Corporate Finance Department


 


A duplicate copy of
each notice, certificate or other communication given hereunder by the Issuer or the Company or ITT Holdings LLC shall also be
given to the Trustee and the Credit Provider (if any). The Issuer, the Company, ITT Holdings LLC, the Trustee, the Credit Provider
(if any) and the Confirming Bank (if any), may, by written notice given hereunder, designate any further or different addresses
to which subsequent notices, certificates or other communications shall be sent.


 


Section 9.03         Binding
Effect.


 


This Agreement shall
inure to the benefit of and shall be binding upon the Issuer, the Company, ITT Holdings LLC the Credit Provider (if any), the Confirming
Bank (if any), the Trustee, the Administrative Agent, the Owners of Bonds and their respective successors and assigns, subject,
however, to the limitations contained in Section 2.02(b) hereof.


 




    	25



    	 



    

  


Section 9.04         Severability.


 


In the event any provision
of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate
or render unenforceable any other provision hereof.


 


Section 9.05         Amounts
Remaining in Funds.


 


Subject to the provisions
of Section 6.11 of the Indenture, it is agreed by the parties hereto that any amounts remaining in any account of
the Bond Fund, the Project Fund, or any other fund (other than the Rebate Fund) created under the Indenture upon expiration or
earlier termination of this Agreement, as provided in this Agreement, after payment in full of the Bonds (or provision for payment
thereof having been made in accordance with the provisions of the Indenture) and the fees and expenses of the Trustee in accordance
with the Indenture, shall belong to and be paid to the Company by the Trustee.


 


Section 9.06         Amendments,
Changes and Modifications.


 


Subsequent to the issuance
of Bonds and prior to their payment in full (or provision for the payment thereof having been made in accordance with the provisions
of the Indenture), and except as otherwise herein expressly provided, this Agreement may not be effectively amended, changed, modified,
altered or terminated without the written consent of the Trustee and, prior to a Credit Facility Termination Date (if any) and
payment of all amounts payable to the Credit Provider (if any) under a Credit Agreement (if any), the consent of the Credit Provider
(if any), in accordance with the provisions of the Indenture.


 


Section 9.07         Execution
in Counterparts.


 


This Agreement may be
simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and
the same instrument.


 


Section 9.08         Applicable
Law.


 


This Agreement shall
be governed by and construed in accordance with the laws of the State.


 


Section 9.09         Captions.


 


The captions and headings
in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Sections
of this Agreement.


 




    	26



    	 



    

  


[signature page to Amended and Restated
Lease Agreement]


 


IN WITNESS WHEREOF,
the Issuer and the Company have caused this Agreement to be executed in their respective corporate names and their respective corporate
seals to be hereunto affixed and attested by their duly authorized officers, all as of the date first above written.


 


	(SEAL)	THE Industrial Development Board of the Parish of Ascension, Louisiana, Inc.
	 	 	 	 
	Attest:	 	 	 
	 	 	By:	 
	 	 	 	President
	 	 	 
	By:	 	 	 
	 	Secretary-Treasurer	 	 
	 	IMTT-GEISMAR
	 	 	 
	 	 	By:	 
	 	 	Name:  	John Siragusa
	 	 	Title:	Chief Banking Officer
	 	 	 	 
	 	 	 	 
	 	 	By:	 
	 	 	Name:	James May
	 	 	Title:	Senior Vice President-Treasurer and Chief Financial Officer


 


JOINDER OF ITT HOLDINGS LLC


 


ITT HOLDINGS LLC executes this Joinder
solely for the purposes of agreeing to the agreements, covenants and terms contained in this Agreement where it is expressly referenced.


 





	 	ITT HOLDINGS LLC
	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 
	 	By:	 
	 	Name:	 
	 	Title