Second Amendment to Term Loan Agreement, dated as of January 26, 2018 among Xylem Europe GmbH, as borrower, Xylem Inc., as parent guarantor and ING Bank, as lender (including Form of Parent Guarantee)

Swiss Guidelines means all relevant guidelines or explanatory notes issued by the Swiss Federal Tax Administration as amended, replaced or issued from time to time, including the established practice of the Swiss Federal Tax Administration and any court decision relating thereto.

Swiss Qualifying Bank means:

which, in each case, exercises as its main purpose a true banking activity, having bank personnel, premises, communication devices of its own and authority of decision making, all in accordance with the meaning of the Swiss Guidelines.

Swiss Twenty Non-Bank Rule means the rule that the aggregate number of creditors (including the Bank but excluding, as per article 14a of the Swiss Withholding Tax Ordinance, members of the Group), other than Swiss Qualifying Banks, of the Borrower under all outstanding borrowings (including under the Finance Documents), made or deemed to be made by the Borrower must not at any time exceed 20, all in accordance with the Swiss Guidelines.

Swiss Withholding Tax means any taxes imposed under the Swiss Withholding Tax Act.

Swiss Withholding Tax Act means the Swiss Federal Act on the Withholding Tax of 13 October 1965 (Bundesgesetz über die Verrechnungssteuer), together with the related ordinances, regulations and guidelines, all as amended and applicable from time to time.

Swiss Withholding Tax Ordinance means the Swiss Federal Ordinance on the Withholding Tax of 19 December 1966 (Verordnung über die Verrechnungssteuer), as amended and applicable from time to time.

Extended Final Maturity Date means 28 February 2020 or such other later date as agreed between the Bank and the Borrower in writing.

(1)    By entering into this Agreement, the Parties have assumed that the interest payable at the rates specified in this Agreement is not and will not be subject to any tax deduction on account of Swiss Withholding Tax. Nevertheless, if a tax deduction is required by law to be made by the Borrower on account of Swiss Withholding Tax in respect of any interest payable by it under a Loan and should it be unlawful for the Borrower to comply with Clause 17.3. Gross up for any reason (where this would otherwise be required by the terms of such Clause), and if the gross-up is effectively not paid:

(2)    To the extent that interest payable by the Borrower under this Agreement becomes subject to Swiss Withholding Tax, the Bank and the Borrower shall promptly cooperate in completing any procedural formalities (including submitting forms and documents required by the appropriate tax authority) to the extent possible and necessary (i) for the Borrower to obtain authorisation to make interest payments without them being subject to Swiss Withholding Tax or to reduce the applicable withholding tax rate and (ii) to ensure that any person which is entitled to a full or partial refund under any applicable double taxation treaty is so refunded.

The Borrower shall at all times during the term of this Agreement and for so long as any amount is outstanding under the Finance Documents be in compliance with the Swiss Twenty Non-Bank Rule.

The Borrower is in compliance with the Swiss Twenty Non-Bank Rule.

The Borrower hereby confirms that no Event of Default has occurred and is continuing or would result from the amendment set out in this Second Amendment Agreement on the date of this Second Amendment Agreement and on the Effective Date, and in each case by reference to the facts and circumstances then existing.

The Borrower makes the representations and warranties as set out in this Clause on the date of this Second Amendment Agreement and on the Effective Date, and in each case by reference to the facts and circumstances then existing:

It is a corporation, duly incorporated and validly existing under the law of its jurisdiction of incorporation. It has the power to own its assets and carry on its business as it is being conducted.

Subject to applicable insolvency and other laws generally affecting the rights or remedies of creditors the obligations expressed to be assumed by it in each Finance Document to which it is a party are legal, valid, binding and enforceable obligations.

The entry into and performance by it of, and the transaction contemplated by, the Finance Documents to which it is a party do not and will not conflict in any material respect with (i) any law or regulation applicable to it, (ii) any constitutional documents or (iii) any agreement or instrument binding upon it or any member of the Group or any of its or any member of the Group’s assets.

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents to which it is a party.

All Authorisations required (i) to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents to which it is a party, and (ii) to make the Finance Documents to which it is a party admissible in evidence in its jurisdiction of incorporation, have been obtained or effected and are in full force and effect.

The choice of governing law of the Finance Documents to which it is a party will be recognised and enforced in its jurisdiction of incorporation. Any judgment obtained in relation to a Finance Document to which it is a party in the jurisdiction

of the governing law of that Finance Document to which it is a party will be recognised and enforced in its jurisdiction of incorporation.

No Event of Default is continuing or is reasonably likely to result from the utilisation of the Facility or the entry into, the performance of, or any transaction contemplated by, any Finance Document to which it is a party.

All the information supplied to the Bank were and continue to be true and accurate in any material respect; in particular, the financial statements furnished to the Bank fairly and completely reflect the financial status of the Borrower as on the date of and for the period to which they refer and are not affected by any material change since the date these accounts were drawn up.

No litigation, attachment, arbitration, administrative procedure, which has or might have an adverse effect on its financial condition or its ability to perform its obligations under the Finance Documents to which it is a party, or a reorganization or bankruptcy procedure, is pending or resolved save for those disclosed upon the signing of this Second Amendment Agreement.

XYLEM EUROPE GMBH                    

By: Tomas Brannemo

By: Samir Patel

Title: Vice Pesident & Treasurer

__/s/ Nikola Kopp                 __/s/ Ingo Steen

By: Nikola Kopp                        By: Ingo Steen