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INTELLECTUAL PROPERTY
LICENSE AGREEMENT
INTELLECTUAL PROPERTY LICENSE AGREEMENT ("IP Agreement") dated as of
November 1, 1995 between and among ITT CORPORATION, a Delaware corporation
("ITT Corporation"), ITT DESTINATIONS, INC., a Nevada corporation ("ITT
Destinations"), and ITT HARTFORD GROUP, INC., a Delaware corporation ("ITT
Hartford") (collectively the "Parties").
RECITALS
WHEREAS, in order to carry out the Distribution (as hereinafter
defined) whereby the holders of the shares of common stock of ITT Corporation
will receive all of the outstanding shares of common stock of ITT Destinations
(as hereinafter defined) and all the outstanding shares of common stock of ITT
Hartford (as hereinafter defined), it is necessary to license certain
intellectual property assets and rights between and among the Parties to
provide for the continued conduct of the Parties' respective businesses;
WHEREAS, a series of General Relations Agreements are in effect
between and among ITT Corporation and its Subsidiaries, including ITT
Destinations, ITT Hartford and their Subsidiaries, granting certain rights and
licenses under intellectual property in connection with the conduct of their
respective businesses; and
WHEREAS, the Parties desire that certain rights and licenses under
such intellectual property enjoyed by the Parties and their Subsidiaries prior
to the Distribution Date should continue after the Distribution Date as
specified herein.
NOW, THEREFORE, in consideration of the mutual agreements,
undertakings and covenants herein, the Parties hereby agree as follows:
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ARTICLE I. DEFINITIONS
Section 1.01 General. As used in this IP Agreement, the following
terms shall have the following meanings (such meanings to be equally applicable
to both the singular and plural forms of the terms defined):
"Intellectual Property" shall mean and include inventions, invention
disclosures, patents, patent applications, computer programs (including source
code, object code and data), copyrights, copyright registrations, copyright
registration applications, mask works, designs, technical information,
proprietary information, trade secrets, manufacturing processes, formulas,
algorithms, data, and all other kinds of intellectual property protected or
protectable under state, federal or foreign law owned by a Party or its
Subsidiaries as of the Distribution Date, except Trademarks (as hereinafter
defined).
"Distribution Agreement" shall mean the Distribution Agreement to be
entered into by ITT Corporation, ITT Destinations, and ITT Hartford relating to
the distribution of the shares of ITT Destinations and ITT Hartford to the
holders of ITT Corporation Common Stock.
"Distribution Date" shall mean such date as may hereafter be
determined by ITT Corporation's Board of Directors as the date on which the
Distribution shall be effected.
"Effective Time" shall mean 11:59 p.m., New York time, on the
Distribution Date.
"Distribution" shall mean the distribution on the Distribution Date to
holders of record of shares of ITT Corporation Common Stock as of the
Distribution Record Date of (i) the ITT Destinations Common Shares owned by ITT
Corporation on the basis of one ITT Destinations Common Share for each
outstanding share of ITT Corporation Common Stock, and (ii) the ITT Hartford
Common Shares owned by ITT Corporation on the basis of one ITT Hartford Common
Share for each outstanding share of ITT Corporation Common Stock.
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"Distribution Record Date" shall mean such date as may hereafter be
determined by ITT Corporation 's Board of Directors as the record date for the
Distribution.
"GRA" shall mean the General Relations Agreements in effect as of the
Distribution Date between and among ITT Corporation and its Subsidiaries,
including ITT Destinations, ITT Hartford and their Subsidiaries, pursuant to
ITT Corporation Administrative Practice 60.3.
"ITT Corporation" shall mean ITT Corporation, a Delaware corporation
and its predecessor Maryland corporation up to the Effective Time (to be merged
thereafter into ITT Indiana, Inc., an Indiana corporation which will be renamed
ITT Industries, Inc.).
"ITT Destinations" shall mean ITT Destinations, Inc., a Nevada
corporation, to be renamed "ITT Corporation" immediately prior to the Effective
Time.
"ITT Destinations Business" shall mean the principal businesses and
operations conducted by ITT Destinations and its Subsidiaries on the
Distribution Date, such businesses being hospitality, entertainment,
information and educational services as specifically described in Exhibit A1
annexed hereto and, in addition, shall also mean the Closely Related Businesses
described in Exhibit A1, provided that ITT Destinations Business does not
include the ITT Industries Business or the ITT Hartford Business.
"ITT Hartford" means ITT Hartford Group, Inc., a Delaware corporation.
"ITT Hartford Business" shall mean the principal businesses and
operations conducted by ITT Hartford and its Subsidiaries on the Distribution
Date, such businesses being the insurance services in the fields of property,
casualty, life and reinsurance as specifically described in Exhibit A2 annexed
hereto and, in addition, shall also mean the Closely Related Businesses
described in Exhibit A2, provided that ITT Hartford
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Business does not include the ITT Industries Business or the ITT Destinations
Business.
"ITT Industries" shall mean (i) ITT Industries, Inc., an Indiana
corporation and the legal successor after the Distribution to ITT Corporation,
or (ii) ITT Corporation, after giving legal effect to the transactions
contemplated by Section 2.01 of the Distribution Agreement or as if such
transactions had occurred, in each case as the context requires.
"ITT Industries Business" shall mean the principal businesses and
operations conducted by ITT Industries and its Subsidiaries on the Distribution
Date, such businesses being the design, manufacture, sale, and servicing of
automotive products, defense products, electronic component products, fluid
handling products, and management services for military and space satellite
launch facilities as specifically described in Exhibit A3 annexed hereto and,
in addition, shall also mean the Closely Related Businesses described in
Exhibit A3, provided that ITT Industries Business does not include ITT
Destinations Business or ITT Hartford Businesses.
"Proxy Statement" shall mean the Proxy Statement sent to the holders
of shares of ITT Corporation Common Stock in connection with the Distribution,
including any amendment or supplement thereto.
"Subsidiary", with respect to any Party, shall mean any corporation,
partnership, joint venture or other entity of which such Party, directly or
indirectly, owns an interest sufficient to elect a majority of the Board of
Directors (or persons performing similar functions) (irrespective of whether at
the time any other class or classes of ownership interests of such corporation,
partnership or other entity shall or might have such voting power upon the
occurrence of any contingency). Irrespective of this definition and for
purposes of this IP Agreement, Madison Square Garden, L.P., and ITT-Dow ▇▇▇▇▇
Television and their respective Subsidiaries are Subsidiaries of ITT
Destinations.
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"Trademarks" shall mean and include trademarks, trade names, company
names, service marks, trade dress, the registrations thereof, the applications
therefor and the goodwill associated therewith.
ARTICLE II. OWNERSHIP OF INTELLECTUAL PROPERTY ASSETS
Section 2.01 The Parties agree that ITT Hartford and the ITT Hartford
Subsidiaries own all right, title, and interest, including the right to ▇▇▇ and
collect past and future damages, in any Intellectual Property which: (i)
originated with ITT Hartford or the ITT Hartford Subsidiaries in the conduct of
ITT Hartford Business; (ii) was obtained by, or exclusively or primarily for,
ITT Hartford or the ITT Hartford Subsidiaries for the conduct of ITT Hartford
Business; (iii) was developed exclusively or primarily for ITT Hartford or the
ITT Hartford Subsidiaries for the conduct of ITT Hartford Business; (iv) arose
from funding by, or exclusively or primarily for the benefit of, ITT Hartford
or the ITT Hartford Subsidiaries in the conduct of ITT Hartford Business; or,
(v) as of the Distribution Date is used or held for use exclusively by ITT
Hartford or the ITT Hartford Subsidiaries solely for the conduct of ITT
Hartford Business. If a conflict exists
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between any of the subsections (i) through (iv) of this Section on the one hand
and subsection (v) of this Section on the other hand, then subsection (v) shall
prevail.
Section 2.02 The Parties agree that ITT Destinations and the ITT
Destinations Subsidiaries own all right, title, and interest, including the
right to ▇▇▇ and collect past and future damages, in any Intellectual Property
which: (i) originated with ITT Destinations or the ITT Destinations
Subsidiaries in the conduct of ITT Destinations Business; (ii) was obtained by,
or exclusively or primarily for, ITT Destinations or the ITT Destinations
Subsidiaries for the conduct of ITT Destinations Business; (iii) was developed
exclusively or primarily for ITT Destinations or the ITT Destinations
Subsidiaries for the conduct of ITT Destinations Business; (iv) arose from
funding by, or exclusively or primarily for the benefit of, ITT Destinations or
the ITT Destinations Subsidiaries in the conduct of ITT Destinations Business;
or, (v) as of the Distribution Date is used or held for use exclusively by ITT
Destinations or the ITT Destinations Subsidiaries solely for the conduct of ITT
Destinations Business. If a conflict exists between any of the subsections (i)
through (iv) of this Section on the one hand and subsection (v) of this Section
on the other hand, then subsection (v) shall prevail.
Section 2.03 The Parties agree that ITT Industries and the ITT
Industries Subsidiaries own all right, title, and interest, including the right
to ▇▇▇ and collect past and future damages, in any Intellectual Property which:
(i) originated with ITT Industries or the ITT Industries Subsidiaries in the
conduct of ITT Industries Business; (ii) was obtained by, or exclusively or
primarily for, ITT Industries or the ITT Industries Subsidiaries for the
conduct of ITT Industries Business; (iii) was developed exclusively or
primarily for ITT Industries or the ITT Industries Subsidiaries for the conduct
of ITT Industries Business; (iv) arose from funding by, or exclusively or
primarily for the benefit of, ITT Industries or the ITT Industries Subsidiaries
in the conduct of ITT Industries Business; or, (v) as of the Distribution Date
is used or held for use exclusively by ITT Industries or the ITT Industries
Subsidiaries solely for the conduct of ITT Industries Business. If a conflict
exists between any of the subsections (i) through (iv) of this Section on the
one hand and subsection (v) of this Section on the other hand, then subsection
(v) shall prevail.
Section 2.04 Except as otherwise specifically provided for in this IP
Agreement or the Distribution Agreement, the Parties agree that no Party shall
be obligated to provide any technical assistance, or to transfer any technical
information or documentation associated therewith.
Section 2.05 The confirmation of ownership of the Intellectual
Property rights provided for under Sections 2.01-2.03 are subject to all
pre-existing third party rights, obligations and restrictions as of the
Distribution Date.
ARTICLE III. INTELLECTUAL PROPERTY LICENSES
Section 3.01 ITT Industries, on behalf of itself and the ITT
Industries Subsidiaries, hereby grants as of the Distribution Date to ITT
Hartford, ITT Destinations and their respective Subsidiaries a non-assignable,
worldwide,
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perpetual, paid up, royalty free, non-exclusive license, without right to grant
sublicenses except to future Subsidiaries and except as provided in Section
3.06, under Intellectual Property owned by ITT Industries or the ITT Industries
Subsidiaries as of the Distribution Date to manufacture, have manufactured,
use, offer to sell, and sell any and all methods, processes, compositions, and
products and offer and provide any services in connection with all fields of
activity other than the fields of activity of the ITT Industries Business.
Section 3.02 ITT Destinations, on behalf of itself and the ITT
Destinations Subsidiaries, hereby grants as of the Distribution Date to ITT
Industries, ITT Hartford and their Subsidiaries a non-assignable, worldwide,
perpetual, paid up, royalty free, non-exclusive license, without right to grant
sublicenses except to future Subsidiaries and except as provided in Section
3.06, under Intellectual Property owned by ITT Destinations or the ITT
Destinations Subsidiaries as of the Distribution Date to manufacture, have
manufactured, use, offer to sell, and sell any and all methods, processes,
compositions, and products and offer and provide any services in connection
with all fields of activity other than the fields of activity of the ITT
Destinations Business.
Section 3.03 ITT Hartford, on behalf of itself and the ITT Hartford
Subsidiaries, hereby grants as of the Distribution Date to ITT Industries, ITT
Destinations and their Subsidiaries a non-assignable, worldwide, perpetual,
paid up, royalty free, non- exclusive license, without right to grant
sublicenses except to future Subsidiaries and except as provided in Section
3.06, under Intellectual Property owned by ITT Hartford or the ITT Hartford
Subsidiaries as of the Distribution Date to manufacture, have manufactured,
use, offer to sell, and sell any and all methods, processes, compositions, and
products and offer and provide any services in connection with all fields of
activity other than the fields of activity of the ITT Hartford Business.
Section 3.04 The rights granted by the Parties under Sections
3.01-3.03 are subject to all pre-existing third party rights, obligations and
restrictions as of the Distribution Date.
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Section 3.05 Any GRA between a Party and its Subsidiaries on the one
hand and any other Party and/or its Subsidiaries on the other hand will be
terminated as of the Effective Time. To the extent that residual rights under
Section 10.4 of the GRAs are in conflict with the rights and licenses granted
under this Article III, then this IP Agreement controls.
Section 3.06 Each Party may sublicense the rights granted to such
Party under Sections 3.01 - 3.03 hereof to third parties, provided, however,
the scope of such sublicenses shall be in writing and shall be expressly
limited to the scope of the license granted to such Party.
Section 3.07 Each of the Parties hereto understands and agrees that,
except as otherwise expressly provided, no party hereto is, in this IP
Agreement or in any other agreement or document contemplated by this IP
Agreement or otherwise, making any representation or warranty whatsoever,
including, without limitation, as to title, value or legal sufficiency. It is
also agreed and understood that any and all assets either transferred or
licensed to or retained or licensed by the Parties, as the case may be, shall
be "as is, where is".
ARTICLE IV. UNDERTAKINGS
Section 4.01 To the extent that the grants of Intellectual Property
rights and licenses under Articles II and III herein would violate or be
prohibited by any agreement with a third party, and such Intellectual Property
is actually used by the grantee Party, then the granting Party undertakes to
use reasonable efforts to obtain the necessary consent(s) from such third party
so as to be permitted to make such grants. However, each Party hereto
understands and agrees that no Party hereto is, in this IP Agreement or in any
other agreement or document contemplated by this IP Agreement or otherwise,
representing or warranting in any way that the obtaining of any consents or
approvals, the execution and delivery of any amendatory agreements and the
making of any filings or applications, possibly contemplated by this IP
Agreement will satisfy the provisions of any and all applicable agreements or
the requirements of any or all applicable laws or judgments.
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Section 4.02 To the extent a Party or its Subsidiaries shall require
technical assistance in connection with technology, technical information or
software transferred or licensed from another Party, then that technical
assistance shall be provided pursuant to a separate agreement entered into by
the Parties pursuant to terms agreed to by the Parties.
ARTICLE V. DISPUTE RESOLUTION
In the event of a controversy, dispute or claim arising out of, in
connection with, or in relation to the interpretation, performance,
nonperformance, validity or breach of this IP Agreement or otherwise arising
out of, or in any way related to this IP Agreement, including, without
limitation, any claim based on contract, tort, statute or constitution
(collectively, "Agreement Disputes"), the general counsels of the relevant
parties shall negotiate in good faith for a reasonable period of time to settle
such Agreement Dispute.
If after such reasonable period such general counsels are unable to
settle such Agreement Dispute (and in any event after 60 days have elapsed from
the time the relevant parties began such negotiations), such Agreement Dispute
shall be determined, at the request of any relevant party, by arbitration
conducted in New York City, before and in accordance with the then-existing
Rules for Commercial Arbitration of the American Arbitration Association (the
"Rules"), and any judgment or award rendered by the arbitrator shall be final,
binding and unappealable (except upon grounds specified in 9 U.S.C., Section
10(a) as in effect on the date hereof), and judgment may be entered by any
state or Federal court having jurisdiction thereof in accordance with Section
6.16 hereof. Unless the arbitrator otherwise determines, the pre- trial
discovery of the then-existing Federal Rules of Civil Procedure and the
then-existing Federal Rules of Civil Procedure and the then-existing Rules 46
and 47 of the Civil Rules for the United States District Court for the Southern
District of New York shall apply to any arbitration hereunder. Any controversy
concerning whether an Agreement Dispute is an arbitrable Agreement Dispute,
whether arbitration has been waived, whether an assignee of this IP Agreement
is bound to
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arbitrate, or as to the interpretation of enforceability of this Article shall
be determined by the arbitrator. The arbitrator shall be a retired or former
judge of any United States District Court or Court of Appeals or such other
qualified person as the relevant parties may agree to designate, provided such
individual has had substantial professional experience with regard to settling
sophisticated commercial disputes. The parties intent that the provisions to
arbitrate set forth herein be valid, enforceable and irrevocable. The
designation of a situs or a governing law for this IP Agreement or the
arbitration shall not be deemed an election to preclude application of the
Federal Arbitration Act, if it would be applicable. In his award the
arbitrator shall allocate, in his discretion, among the parties to the
arbitration all costs of the arbitration, including, without limitation, the
fees and expenses of the arbitrator and reasonable attorneys' fees, costs and
expert witness expenses of the parties. The undersigned agree to comply with
any award made in any such arbitration proceedings that has become final in
accordance with the Rules and agree to the entry of a judgment in any
jurisdiction upon any award rendered in such proceedings becoming final under
the Rules. The arbitrator shall be entitled, if appropriate, to award any
remedy in such proceedings, including, without limitation, monetary damages,
specific performance and all other forms of legal and equitable relief;
provided, however, the arbitrator shall not be entitled to award punitive
damages.
ARTICLE VI. MISCELLANEOUS
Section 6.01 Complete Agreement; Construction. This IP Agreement,
including the Exhibits, together with the Distribution Agreement and the other
Ancillary Agreements (as defined in the Distribution Agreement), shall
constitute the entire agreement between the Parties with respect to the subject
matter hereof and shall supersede all previous negotiations, commitments and
writings with respect to such subject matter. Notwithstanding any other
provisions in this IP Agreement to the contrary, in the event and to the extent
that there shall be a conflict between the provisions of this IP Agreement as it
relates to Intellectual Property rights and obligations and the provisions of
the Distribution Agreement or any other Ancillary Agreement, this IP Agreement
shall control.
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Section 6.02 Counterparts. This IP Agreement may be executed in one or
more counterparts, all of which shall be considered one and the same agreement,
and shall become effective when one or more such counterparts have been signed
by each of the parties and delivered to the other parties.
Section 6.03 Survival of Agreements. Except as otherwise contemplated
by this IP Agreement, all covenants and agreements of the Parties contained in
this IP Agreement shall survive the Distribution Date.
Section 6.04 Notices. All notices and other communications hereunder
shall be in writing and hand delivered or mailed by registered or certified mail
(return receipt requested) or sent by any means of electronic message
transmission with delivery confirmed (by voice or otherwise) to the Parties at
the following addresses (or at such other addresses for a party as shall be
specified by like notice) and will be deemed given on the date on which such
notice is received:
To ITT Destinations, Inc. (ITT Corporation after the
Distribution):
ITT Corporation
1330 Avenue of the Americas
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: General Counsel
To ITT Corporation (ITT Industries, Inc. after the
Distribution):
ITT Industries, Inc.
▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: General Counsel
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To ITT Hartford Group, Inc.:
ITT Hartford Group, Inc.
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: General Counsel
Section 6.05 Waivers. The failure of any Party to require strict
performance by any other Party of any provision in this IP Agreement will not
waive or diminish the first Party's right to demand strict performance
thereafter of that or any other provision hereof.
Section 6.06 Amendments. This IP Agreement may not be modified or
amended except by an agreement in writing signed by the Parties.
Section 6.07 Assignment. This IP Agreement shall be assignable in whole
in connection with a merger or consolidation or the sale of all or substantially
all the assets of a Party hereto or in part in connection with a Party's sale or
other divestiture of a Subsidiary whose field of activity is within the scope of
rights granted to such Party by this IP Agreement. Otherwise this IP Agreement
shall not be assignable, in whole or in part, directly or indirectly, by any
Party hereto without the prior written consent of the others, and any attempt to
assign any rights or obligations arising under this IP Agreement without such
consent shall be void.
Section 6.08 Successors and Assigns. The provisions of this IP
Agreement shall be binding upon, inure to the benefit of and be enforceable by
the Parties and their respective successors and permitted assigns.
Section 6.09 Termination. This IP Agreement may be terminated at any
time prior to the Distribution by and in the sole discretion of ITT Corporation
without the approval of ITT Destinations or ITT Hartford or the shareholders of
ITT Corporation. In the event of such termination, no party shall have any
liability of any kind to any other party or any other person.
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After the Distribution Date, this IP Agreement may not be terminated except by
an agreement in writing signed by the Parties.
Section 6.10 Subsidiaries. Each of the Parties hereto shall cause to be
performed, and hereby guarantees the performance of, all actions, agreements and
obligations set forth herein to be performed by any Subsidiary of such Party or
by any entity that becomes a Subsidiary of such Party on and after the
Distribution Date.
Section 6.11 Third Party Beneficiaries. This IP Agreement is solely for
the benefit of the Parties hereto and their respective Subsidiaries and should
not be deemed to confer upon third parties any remedy, claim, liability,
reimbursement, claim of action or other right in excess of those existing
without reference to this IP Agreement.
Section 6.12 Title and Headings. Titles and headings to sections herein
are inserted for the convenience of reference only and are not intended to be a
part of or to affect the meaning or interpretation of this Agreement.
Section 6.13 Specific Performance. Each of the Parties hereto
acknowledges that there is no adequate remedy at law for failure by such Parties
to comply with the provisions of this Agreement and that such failure would
cause immediate harm that would not be adequately compensable in damages, and
therefore agree that their agreements contained herein may be specifically
enforced without the requirement of posting a bond or other security, in
addition to all other remedies available to the Parties hereto under this IP
Agreement.
Section 6.14 Governing Law. This IP Agreement shall be governed by and
construed in accordance with the laws of the State of New York applicable to
contracts executed in and to be performed in that State.
Section 6.15 Consent to Jurisdiction. Without limiting the provisions
of Article V hereof, each of the Parties irrevocably submits to the exclusive
jurisdiction of (a) the Supreme Court of the State of New York, New York
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County, and (b) the United States District Court for the Southern District of
New York, for the purposes of any suit, action or other proceeding arising out
of this IP Agreement or any transaction contemplated hereby. Each of the
Parties agrees to commence any action, suit or proceeding relating hereto
either in the United States District Court for the Southern District of New
York or if such suit, action or other proceeding may not be brought in such
court for jurisdictional reasons, in the Supreme Court of the State of New
York, New York County. Each of the Parties further agrees that service of any
process, summons, notice or document by U.S. registered mail to such Party's
respective address set forth above shall be effective service of process for
any action, suit or proceeding in New York with respect to any matters to which
it has submitted to jurisdiction in this Section 6.15. Each of the Parties
irrevocably and unconditionally waives any objection to the laying of venue of
any action, suit or proceeding arising out of this IP Agreement or the
transactions contemplated hereby in (i) the Supreme Court of the State of New
York, New York County, or (ii) or the United States District Court for the
Southern District of New York, and hereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that
any such action, suit or proceeding brought in any such court has been brought
in an inconvenient forum.
Section 6.16 Severability. In the event any one or more of the
provisions contained in this IP Agreement should be held invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of the
remaining provisions contained herein shall not in any way be affected or
impaired thereby. The Parties shall endeavor in good-faith negotiations to
replace the invalid, illegal or unenforceable provisions with valid provisions,
the economic effect of which comes as close as possible to that of the invalid,
illegal or unenforceable provisions.
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IN WITNESS WHEREOF, the Parties have caused this IP Agreement to be
duly executed as of the day and year first above written.
ITT CORPORATION
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Attorney-in-fact
ITT DESTINATIONS, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title: Executive Vice President
and General Counsel
ITT HARTFORD GROUP, INC.
By /s/ ▇▇▇▇▇▇▇ ▇.▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Senior Vice President
and General Counsel
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EXHIBIT A1
ITT DESTINATIONS BUSINESS
I. Hospitality, Entertainment and Gaming
A. Scope of Business:
Hospitality, entertainment and gaming services, facilities,
and content of all types including, sports teams and
franchises, television, theatrical studios, networks,
broadcasting, arenas, theaters and other performance
facilities, television programs, resort and destination
facilities, hotels, gaming operations, lodging,
transportation, and related marketing, distribution,
promotion, advertising and licensing.
B. Major Businesses and Service Groupings
1. ITT Sheraton and Ciga S.p.A. Hotels
a. Hotel operations
(1) reservation services
(2) national marketing
(3) promotional services
b. Hotel management
c. Hotel ownership
2. ▇▇▇▇▇▇▇ ▇▇▇▇▇, Inc.
a. resorts/hotels
b. casinos/gaming operations
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c. merchandising of Caesars branded products
(fragrances, clothing, accessories, gift
items w/Caesars' name)
3. Madison Square Garden
a. New York Knicks
(1) ticket revenues
(2) merchandising
b. New York Rangers
(1) ticket revenues
(2) merchandising
▇. ▇▇▇▇▇▇▇ Square Garden Arena
(1) sports events
(2) concerts
(3) family shows
(4) trade shows - conventions
d. The Paramount Theater
e. WNYC-TV (Nationally broadcast business and
sports TV station in a joint venture with Dow
▇▇▇▇▇)
f. Supply and distribution of television
programming for cable
g. Rights to New York Yankees' games
h. MSG Network-Advertiser supported cable
television entertainment program service
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II. Information Services
A. Scope of Business
Information services, facilities, and content, in connection
with information training and educational services, electronic
and print publication of informational and educational
materials, collection, creation, production, compilation,
storage and translation of informational and educational
materials.
B. Major Businesses and Services Groupings
1. ITT World Directories, Inc.
a. publishing traditional telephone directories
internationally
b. contracts for the publication of telephone
directories with monopoly providers of
telecommunications services
2. ITT Educational Services, Inc.
a. ITT Technical Institutes
III. Closely Related Businesses:
A. Acquisition, management, ownership and operation of:
1. Entertainment services, facilities and content of all
types, including, without limitation: sports teams
and franchises, television, theatrical studios,
networks, broadcasting, theme parks, arenas, theaters
and other performance facilities, musical recordings,
merchandizing, movies, television programs,
magazines,
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electronic entertainment, interactive media and
related marketing, distribution, promotion,
advertising and licensing;
2. Hospitality, tourism, recreation and gaming services,
including, without limitation, resort and destination
facilities, services, hotels, gaming operations,
lodging and transportation; and
3. Information services facility and content, including,
without limitation
(a) training and educational services, electronic
and print publication of informational and
educational materials;
(b) collection, creation, production,
compilation, storage and transmission,
including interactive services, of
informational and educational materials;
(c) commercial communication equipment, services
and facilities including, without limitation,
telecommunications, satellites, cable and all
other storage, access and transmission means.
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EXHIBIT A2
ITT HARTFORD BUSINESS
A. ITT Hartford is engaged in:
1. All lines of property and casualty insurance
2. All lines of life company business, including without
limitation all lines of life, disability, health, stop-loss
and special risk (accidental death and dismemberment, blanket
lines, and Medicare Supplements) insurance and annuities (the
"Life Company Business")
3. Ceded and assumed reinsurance in all lines of
property and casualty insurance and life Company
Business
4. The following services related to property and
casualty insurance and Life Company Business and reinsurance:
a. Underwriting
b. Loss control
c. Premium collection, audit and financing
d. Actuarial
e. Administrative (including without limitation,
benefit plan administration and consulting)
f. Claim administration (including without
limitation, processing)
g. Reinsurance consulting
h. Catastrophe evaluation
i. Reinsurance and insurance market research and
assistance
j. Runoff of liabilities for discontinued
insurance operations
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k. Servicing or administration of voluntary and
residual market plans, pools and other
residual market mechanisms
l. Establishing and maintaining risk retention
and purchasing group
m. Insurance-related information management
5. Surety and fidelity/burglary bonds including, but not
limited to, contract, miscellaneous and financial guarantee
bonds and credit insurance.
6. The providing of investment advisory services to
mutual funds and/or the operation of mutual funds and/or any
other pooled investment vehicles and/or the distribution of
interests in such funds or other vehicles
B. Closely Related Businesses:
1. Any insurance-related business permitted to be
conducted by a company under applicable regulatory authority
and any other business which may only be conducted by
companies regulated by the applicable insurance regulatory
authorities
2. Investment banking activities, including but not
limited to the underwriting of securities and stock brokerage
activities
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EXHIBIT A3
ITT INDUSTRIES BUSINESS
I. Automotive Group
A. Scope of Business: Supplier of systems and components to
automotive vehicle manufacturers worldwide and related
automotive aftermarket products
B. Major Automotive Product/Service Groupings:
1. Brake and Chassis Systems
(a) antilock brake systems and components
(b) traction control system and components
(c) chassis systems and components
(d) foundation brake system and components
(e) fluid handling systems and components
(f) shock absorbers
(g) brake activation systems and components
(h) friction products
2. Body and Electrical Systems
(a) electric motors and motor controllers
(b) wiper system and components
(c) activator systems and components
(d) switches and lamps
(e) body hardware
(f) seat sub-systems
(g) precision die cast products
(h) structural stampings
(i) door systems and components
(j) air management systems and components
(k) modular chassis systems
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3. Front and Rear Corner Modules
(a) brake sub-systems and components
(b) suspension sub-systems and components
(c) bearings
(d) complete axle assemblies and sub-assemblies
(e) vehicle stability management systems and
components
(f) steering systems and components
II. Defense & Electronics Group
A. Scope of Business: Develop, manufacture and support high
technology electronic systems and components specifically
designed for military and defense application on a worldwide
basis.
B. Major Products/Service Groupings for Military and Defense
Application:
1. communications systems, equipment, and components:
(a) military communications equipment;
(b) tactical radios and components;
(c) air traffic control radio equipment;
(d) networking equipment;
(e) air traffic control radio equipment;
(f) switches;
(g) military Private Mobile Radio equipment;
(h) communications software;
(i) wireless LANS;
(j) tactical data systems and components;
(k) communications security devices and software;
(l) computer security products;
(m) INFOSEC products;
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(n) biometric authentication products;
(o) speech and speaker recognition, identification
and verification systems and components;
(p) communication intelligence workstation
components and subsystems;
(q) language and dialect identification products;
(r) Communications-Navigation-Identification
systems and components;
(s) secure voice/data communications systems and
components;
(t) command and control systems and components;
(u) communications and signal intelligence systems
and components;
(v) satellite payload systems and components;
(w) military Personal Communications Services
radios
2. electronic warfare systems including:
(a) Advanced Threat Radar Jammar and components;
(b) Airborne Self-Protection Jammer and
components;
(c) electronic countermeasures and
counter-countermeasures systems and
components;
(d) decoy systems and components;
(e) electro-optical and infrared systems and
components;
3. night vision devices incorporating image intensifiers
including:
(a) infantrymen's night vision devices and
components;
(b) aviator's night vision devices and components;
(c) image intensifier tubes;
(d) night vision weapon sights and components;
(e) special purpose photosensitive devices;
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(f) vehicle mounted night vision devices and
components;
4. radar systems including:
(a) shipboard radars and components;
(b) air-traffic radars and components;
(c) coastal defense radars and components;
(d) transmit/receive modules;
(e) bistatic radar systems and components;
5. space payload products including:
(a) navigation payloads;
(b) meteorological instruments;
(c) suites of meteorological and navigation
instruments;
(d) RF/microware/millimeter wave sensor systems
and components;
(e) control segment integration software;
6. navigation systems including:
(a) global positioning satellite systems and
components;
(b) TACAN systems and components;
(c) tactical navigation systems and components;
7. semiconductor IC devices:
(a) Gallium Arsenide integrated circuits;
(b) MMIC products;
(c) RF products;
(d) Silicon based integrated circuit semiconductor
devices;
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8. connectors and cable assemblies
C. Defense and Electronics Products for Commercial Application
1. night vision devices incorporating image
intensifiers:
(a) personal image identifier night vision devices
and components;
(b) commercial image intensifier tubes;
(c) vehicle-mounted image identifier night vision
devices and components;
(d) Retinitis Pigmentosa image intensifier night
vision devices and components;
2. Manufacture of Gallium Arsenide semiconductor IC
devices and circuits
3. biometric authentication products
4. speech and speaker recognition, identification and
verification systems and devices
5. language and dialect identification products
6. Security Access Control Systems for accessing
computer systems having application in computer and
financial networks
7. global positioning satellite products
8. connectors and cable assemblies
9. integrated circuit cards and components
10. switches
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D. Services:
1. Gallium Arsenide discrete and integrated circuit
design and foundry services.
2. System integration, engineering, maintenance and
repair of radar systems, military and government
communications and information systems, and
electronic warfare systems.
3. Current principal business lines* of ITT Defense,
Inc. and ITT Federal Services Corporation, including,
but not limited to, management and operation of:
a. military base operations support, equipment
and maintenance and training services;
b. U.S. Government Job Corps Program Centers,
including administration, placement,
recruiting and training;
c. space and missile support operations and
facilities;
d. system integration engineering and management
of satellite payloads;
e. commercial satellite launch facilities;
f. government and semi-government sponsored
training services; and
g. other current businesses of ITT Federal
Services Corporation.
*Any overlap or commonality with the businesses in ITT
Destinations Business will coexist.
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III. Fluid Technology Group
A. Business: Engaged in the design, development, production,
marketing and sale of products, systems and services used to
move, handle, transfer, control and contain fluids. The
principal markets are water and wastewater treatment,
industrial and process, and construction. The other markets
consist of chemical processing, pharmaceutical and biotech
sectors, selected segments of oil and gas and mining markets,
HVAC, commercial and leisure marine aerospace and power
industry markets.
B. Major Product/Service Products:
1. Pump products including drivers, controllers,
accessories and components thereof for use in the
markets specified in IIIA above.
2. Mixer products including drivers, controllers,
accessories and components thereof for use in the
markets specified in IIIA above.
3. Valve products including drivers, actuators and
components thereof for use in the markets specified
in IIIA above.
4. Instrument and control products including drivers,
actuators, sensors, microprocessors, accessories and
components thereof for use in the markets specified
in IIIA above.
5. Regulators, transducers, seals including drivers,
actuators, sensors, microprocessors, accessories and
components thereof for use in the markets specified
in IIIA above.
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6. Boiler and condensate equipment and products
including drivers, controllers, accessories and
components thereof for use in the markets specified
in IIIA above.
7. Switches including actuators, sensors, controllers,
and components thereof for use in the markets
specified in IIIA above.
8. Heat transfer products and components thereof for use
in the markets specified in IIIA above.
9. Lighting and sanitary products and components thereof
for use in markets specified in IIIA above.
10. Software programs for the selection and design of
above specified products.
IV. Closely Related Businesses:
A. Transportation Products: The design, manufacture, sale,
marketing and servicing of OEM and aftermarket automotive,
truck, train and other such transportation products.
B. Fluid Products: The design, manufacture, sale, marketing and
servicing of fluid handling products related to the types of
products/service products set out in III B above.
C. Military and Defense Products/Services: The design,
manufacture, sale, marketing and servicing of products,
systems and operations specially designed for the military and
defense application.
D. Components: The design, manufacture, sale, marketing and
servicing of components consisting of connectors, cable
assemblies, integrated circuit cards and components thereof,
and switches.
