Exhibit 10.2


 





EXECUTION COPY


AMENDMENT NO. 3 TO THE

CREDIT AGREEMENT


Dated as of April 28, 2017


AMENDMENT NO. 3 TO THE CREDIT AGREEMENT
among HONEYWELL INTERNATIONAL INC. (the “Company”), the other borrowers parties to the Credit Agreement referred to
below, the banks, financial institutions and other institutional lenders parties to the Credit Agreement referred to below (collectively,
the “Lenders”) and CITIBANK, N.A., as agent (the “Agent”) for the Lenders.


PRELIMINARY STATEMENTS:


(1)       The
Company, the Lenders and the Agent have entered into an Amended and Restated Five Year Credit Agreement dated as of July 10, 2015,
as amended by Amendment No. 1 dated as of September 30, 2015 and by Amendment No. 2 dated as of April 29, 2016 (as so amended,
the “Credit Agreement”). Capitalized terms not otherwise defined in this Amendment have the same meanings as specified
in the Credit Agreement.


(2)       The
Company has requested that the Termination Date be extended from July 10, 2021 to April 28, 2022.


(3)       The
Company and the Majority Lenders have agreed to amend the Credit Agreement as hereinafter set forth.


SECTION 1.     
Amendments to Credit Agreement. The Credit Agreement is, effective as of the date hereof and subject to the satisfaction
of the conditions precedent set forth in Section 3, hereby amended as follows:


(a)The definition of “Issuing
Bank” in Section 1.01 is replaced in its entirety with the following:


“Issuing
Bank” means each Lender that expressly agrees to perform in accordance with their terms all of the obligations that by the
terms of this Agreement are required to be performed by it as an Issuing Bank and notifies the Administrative Agent of its Letter
of Credit Commitment and its Applicable Lending Office (which information shall be recorded by the Administrative Agent in the
Register), for so long as such Lender shall have a Letter of Credit Commitment.


(b)The definition of “Letter
of Credit Commitment” in Section 1.01 is replaced in its entirety with the following:


“Letter
of Credit Commitment” means, with respect to each Issuing Bank at any time, the obligation of such Issuing Bank to issue
Letters of Credit to any Borrower in the amount set forth for such Issuing Bank in the Register maintained by the Administrative
Agent pursuant to Section 9.06(c) as such Issuing Bank’s “Letter of Credit 



     


     


    

Commitment”, as such amount may
be reduced prior to such time pursuant to Section 2.06.


(c)The definition of “S&P”
in Section 1.01 is amended by deleting the first reference therein to “Standard & Poor’s” and substituting
therefor the phrase “S&P Global Ratings”.


(d)       Section
2.19(a) is amended by deleting the phrase “any anniversary of the Restatement Date” and substituting therefor the phrase
“any anniversary of April 28, 2017”.


(e)       Schedule
I is amended by deleting the column “Letter of Credit Commitment”.


SECTION 2.     
Consent to Extension Request. Each Lender so indicating on its signature page to this Amendment agrees to extend the Termination
Date with respect to its Commitment to April 28, 2022, effective as of the date first above written. This agreement to extend the
Termination Date is subject in all respects to the terms of the Credit Agreement, other than the provisions of Section 2.19 of
the Credit Agreement that specify (i) the date to which the Commitments are extended, (ii) the time frames in respect of the Company’s
request for an extension of the Termination Date and (iii) the date by which Consenting Lenders submit responses, which provisions
are hereby waived.


SECTION 3.     
Conditions of Effectiveness. This Amendment shall become effective as of the date first above written when, and only when,
the Administrative Agent shall have received counterparts of this Amendment executed by the Company and the Majority Lenders.


SECTION 4.     
Representations and Warranties of the Company. The Company represents and warrants that (i) the representations and warranties
of the Company set forth in Article 4 of the Credit Agreement are true and correct on and as of the date hereof and (ii) no Default
has occurred and is continuing.


SECTION 5.     
Reference to and Effect on the Loan Documents. (a) On and after the effectiveness of this Amendment, each reference in the
Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring
to the Credit Agreement, and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement”,
“thereunder”, “thereof” or words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, as amended by this Amendment.


(b)              
The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Amendment, are and
shall continue to be in full force and effect and are hereby in all respects ratified and confirmed.


(c)               
The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a
waiver of any right, power or remedy of any Lender or the Agent under any of the Loan Documents, nor constitute a waiver of any
provision of any of the Loan Documents.



     


     


    




(d)        This
Amendment is subject to the provisions of Section 9.01 of the Credit Agreement and constitutes a Loan Document.


SECTION 6.     
Costs and Expenses. The Company agrees to pay on demand all costs and expenses of the Administrative Agent in connection
with the preparation, execution, delivery and administration, modification and amendment of this Amendment (including, without
limitation, the reasonable fees and expenses of counsel for the Administrative Agent) in accordance with the terms of Section 9.04
of the Credit Agreement.


SECTION 7.     
Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto
in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall
constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier
shall be effective as delivery of a manually executed counterpart of this Amendment.


SECTION 8.     
Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.




     


     


    


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


HONEYWELL INTERNATIONAL
INC.


 


By: /s/ John J. Tus                                            


Name: John J. Tus


Title: Vice President and Treasurer


 


 


CITIBANK, N.A., as Administrative
Agent and an Initial Lender


 


By: /s/ Susan M. Olsen                                     


Name: Susan M. Olsen


Title: Vice President




     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


CITIBANK, N.A.


 


by


/s/ Susan M. Olsen



Name: Susan M. Olsen


Title: Vice President


 


 


CONSENT to extension
of Termination Date:


 


 


CITIBANK, N.A.


 


by


/s/ Susan M. Olsen



Name: Susan M. Olsen


Title: Vice President



     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


JPMORGAN CHASE BANK, N.A.


 


by


/s/ Robert D. Bryant



Name: Robert D. Bryant


Title: Executive Director


 


 


CONSENT to extension
of Termination Date:


 


 


JPMORGAN CHASE BANK, N.A.


 


by


/s/ Robert D. Bryant



Name: Robert D. Bryant


Title: Executive Director




     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


BANK OF AMERICA, N.A.


 


by


/s/ Lindsay Kim



Name: Lindsay Kim


Title: Vice President


 


 


CONSENT to extension
of Termination Date:


 


 


BANK OF AMERICA, N.A.


 


by


/s/ Lindsay Kim



Name: Lindsay Kim


Title: Vice President




     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


BARCLAYS BANK PLC


 


by


/s/ Craig Malloy



Name: Craig Malloy


Title: Director


 


 


CONSENT to extension
of Termination Date:


 


 


BARCLAYS BANK PLC


 


by


/s/ Craig Malloy



Name: Craig Malloy


Title: Director




     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


DEUTSCHE BANK AG NEW YORK BRANCH


 


by


/s/ Ming K. Chu



Name: Ming K. Chu


Title: Director


 


/s/ Virginia Cosenza



Name: Virginia Cosenza


Title: Vice President


 


 


CONSENT to extension
of Termination Date:


 


 


DEUTSCHE BANK AG NEW YORK BRANCH


 


by


/s/ Ming K. Chu



Name: Ming K. Chu


Title: Director


 


/s/ Virginia Cosenza



Name: Virginia Cosenza


Title: Vice President




     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


GOLDMAN SACHS BANK USA


 


by


/s/ Ryan Durkin



Name: Ryan Durkin


Title: Authorized Signatory


 


 


 


CONSENT to extension
of Termination Date:


 


 


GOLDMAN SACHS BANK USA


 


by


/s/ Ryan Durkin



Name: Ryan Durkin


Title: Authorized Signatory


 




     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.


 


by


/s/ Maria Iarriccio



Name: Maria Iarriccio


Title: Director


 


 


CONSENT to extension
of Termination Date:


 


 


THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.


 


by


/s/ Maria Iarriccio



Name: Maria Iarriccio


Title: Director



     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


MORGAN STANLEY BANK, N.A.


 


by


/s/ Michael King



Name: Michael King


Title: Authorized Signatory


 


 


CONSENT to extension
of Termination Date:


 


 


MORGAN STANLEY BANK, N.A.


 


by


/s/ Michael King



Name: Michael King


Title: Authorized Signatory




     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


 


by


/s/ Ashley Walsh



Name: Ashley Walsh


Title: Director


 


 


CONSENT to extension
of Termination Date:


 


 


WELLS FARGO BANK, NATIONAL ASSOCIATION


 


by


/s/ Ashley Walsh



Name: Ashley Walsh


Title: Director




     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


BANCO BILBAO VISCAYA ARGENTARIA, S.A. NEW YORK BRANCH


 


by


/s/ Brian Crowley



Name: Brian Crowley


Title: Managing Director


 


by


/s/ Cara Younger



Name: Cara Younger


Title: Director


 


 


 


CONSENT to extension
of Termination Date:


 


 


BANCO BILBAO VISCAYA ARGENTARIA, S.A. NEW YORK BRANCH


 


by


/s/ Brian Crowley



Name: Brian Crowley


Title: Managing Director


 


by


/s/ Cara Younger



Name: Cara Younger


Title: Director



     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


BNP PARIBAS


 


by


/s/ Nader Tannous



Name: Nader Tannous


Title: Managing Director


 


 


CONSENT to extension
of Termination Date:


 


 


BNP PARIBAS


 


by


/s/ Todd Grossnickle



Name: Todd Grossnickle


Title: Director




     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


HSBC BANK USA, N.A.


 


by


/s/ Patrick Mueller



Name: Patrick Mueller


Title: Director


 


 


CONSENT to extension
of Termination Date:


 


 


HSBC BANK USA, N.A.


 


by


/s/ Patrick Mueller



Name: Patrick Mueller


Title: Director




     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH


 


by


/s/ Pin-Yen Shih



Name: Pin-Yen Shih


Title: Executive Director


 


by


/s/ Michael D’Anna



Name: Michael D’Anna


Title: Executive Director


 


 


CONSENT to extension
of Termination Date:


 


 


INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH


 


by


/s/ Pin-Yen Shih



Name: Pin-Yen Shih


Title: Executive Director


 


by


/s/ Michael D’Anna



Name: Michael D’Anna


Title: Executive Director



     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


MIZUHO BANK, LTD.


 


by


/s/ Donna DeMagistris



Name: Donna DeMagistris


Title: Authorized Signatory


 


 


CONSENT to extension
of Termination Date:


 


 


MIZUHO BANK, LTD.


 


by


/s/ Donna DeMagistris



Name: Donna DeMagistris


Title: Authorized Signatory




     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


ROYAL BANK OF CANADA


 


by


/s/ Brij Grewal



Name: Brij Grewal


Title: Authorized Signatory


 


 


CONSENT to extension
of Termination Date:


 


 


ROYAL BANK OF CANADA


 


by


/s/ Brij Grewal



Name: Brij Grewal


Title: Authorized Signatory




     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


SOCIETE GENERALE


 


by


/s/ Shelley Yu



Name: Shelley Yu


Title: Director


 


 


CONSENT to extension
of Termination Date:


 


 


SOCIETE GENERALE


 


by


/s/ Shelley Yu



Name: Shelley Yu


Title: Director




     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


STANDARD CHARTERED BANK


 


by


/s/ Daniel Mattern



Name: Daniel Mattern


Title: Associate Director


 


 


CONSENT to extension
of Termination Date:


 


 


STANDARD CHARTERED BANK


 


by


/s/ Daniel Mattern



Name: Daniel Mattern


Title: Associate Director



     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


SUMITOMO MITSUI BANKING CORPORATION


 


by


/s/ Katsuyuki Kubo



Name: Katsuyuki Kubo


Title: Managing Director


 


 


CONSENT to extension
of Termination Date:


 


 


SUMITOMO MITSUI BANKING CORPORATION


 


by


/s/ Katsuyuki Kubo



Name: Katsuyuki Kubo


Title: Managing Director



     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


THE NORTHERN TRUST COMPANY


 


by


/s/ Andrew Holtz



Name: Andrew Holtz


Title: Senior Vice President


 


 


CONSENT to extension
of Termination Date:


 


 


THE NORTHERN TRUST COMPANY


 


by


/s/ Andrew Holtz



Name: Andrew Holtz


Title: Senior Vice President




     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


THE ROYAL BANK OF SCOTLAND PLC


 


by


/s/ Simon Hamill



Name: Simon Hamill


Title: Director


 


 


CONSENT to extension
of Termination Date:


 


 


THE ROYAL BANK OF SCOTLAND PLC


 


by


/s/ Simon Hamill



Name: Simon Hamill


Title: Director




     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


TORONTO DOMINION (TEXAS) LLC


 


by


/s/ Annie Dorval



Name: Annie Dorval


Title: Authorized Signatory


 


 


CONSENT to extension
of Termination Date:


 


 


TORONTO DOMINION (TEXAS) LLC


 


by


/s/ Annie Dorval



Name: Annie Dorval


Title: Authorized Signatory



     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


U.S. BANK NATIONAL ASSOCIATION


 


by


/s/ Mark Irey



Name: Mark Irey


Title: Vice President


 


 


CONSENT to extension
of Termination Date:


 


 


U.S. BANK NATIONAL ASSOCIATION


 


by


/s/ Mark Irey



Name: Mark Irey


Title: Vice President




     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED


 


by


/s/ Robert Grillo



Name: Robert Grillo


Title: Director


 


 


CONSENT to extension
of Termination Date:


 


 


AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED


 


by


/s/ Robert Grillo



Name: Robert Grillo


Title: Director



     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


BANK OF CHINA, NEW YORK BRANCH


 


by


/s/ Raymond Qiao



Name: Raymond Qiao


Title: Managing Director


 


 


CONSENT to extension
of Termination Date:


 


 


BANK OF CHINA, NEW YORK BRANCH


 


by


/s/ Raymond Qiao



Name: Raymond Qiao


Title: Managing Director




     


     


    

SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


BAYERISCHE LANDESBANK, NEW YORK BRANCH


 


by


/s/ Rolf Siebert



Name: Rolf Siebert


Title: Executive Director


 


by


/s/ Matthew DeCarlo



Name: Matthew DeCarlo


Title: Senior Director


 


 


CONSENT to extension
of Termination Date:


 


 


BAYERISCHE LANDESBANK, NEW YORK BRANCH


 


by


/s/ Rolf Siebert



Name: Rolf Siebert


Title: Executive Director


 


by


/s/ Matthew DeCarlo



Name: Matthew DeCarlo


Title: Senior Director




     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK


 


by


/s/ Michael Madnick



Name: Michael Madnick


Title: Managing Director


 


by


/s/ Alistair Anderson



Name: Alistair Anderson


Title: Vice President


 


 


CONSENT to extension
of Termination Date:


 


 


CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK


 


by


/s/ Michael Madnick



Name: Michael Madnick


Title: Managing Director


 


by


/s/ Alistair Anderson



Name: Alistair Anderson


Title: Vice President




     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


DANSKE BANK A/S


 


by


/s/ Merete Ryvald



Name: Merete Ryvald


Title: Chief Loan Manager


 


by


/s/ Christian Roed Christensen



Name: Christian Roed Christensen


Title: Senior Loan Manager


 


 


CONSENT to extension
of Termination Date:


 


 


DANSKE BANK A/S


 


by


/s/ Merete Ryvald



Name: Merete Ryvald


Title: Chief Loan Manager


 


by


/s/ Christian Roed Christensen



Name: Christian Roed Christensen


Title: Senior Loan Manager




     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


DBS BANK LTD.


 


by


/s/ Yeo How Ngee



Name: Yeo How Ngee


Title: Managing Director


 


 


CONSENT to extension
of Termination Date:


 


 


DBS BANK LTD.


 


by


/s/ Yeo How Ngee



Name: Yeo How Ngee


Title: Managing Director




     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


BANCO SANTANDER, S.A.


 


by


/s/ Alejandro Zela



Name: Alejandro Zela


Title: Associate


 


by


/s/ Paloma Garcia



Name: Paloma Garcia


Title: Vice President


 


 


CONSENT to extension
of Termination Date:


 


 


BANCO SANTANDER, S.A.


 


by


/s/ Alejandro Zela



Name: Alejandro Zela


Title: Associate


 


by


/s/ Paloma Garcia



Name: Paloma Garcia


Title: Vice President




     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


THE BANK OF NEW YORK MELLON CORPORATION


 


by


/s/ Daniel Koller



Name: Daniel Koller


Title: Authorized Signatory


 


 


CONSENT to extension
of Termination Date:


 


 


THE BANK OF NEW YORK MELLON CORPORATION


 


by


/s/ Daniel Koller



Name: Daniel Koller


Title: Authorized Signatory




     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


THE BANK OF NOVA SCOTIA


 


by


/s/ Mauricio Saishio



Name: Mauricio Saishio


Title: Director


 


 


CONSENT to extension
of Termination Date:


 


 


THE BANK OF NOVA SCOTIA


 


by


/s/ Mauricio Saishio



Name: Mauricio Saishio


Title: Director




     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


UNICREDIT BANK AG, NEW YORK BRANCH


 


by


/s/ Ken Hamilton



Name: Ken Hamilton


Title: Managing Director


 


by


/s/ Eleni Athanasatos



Name: Eleni Athanasatos


Title: Associate Director


 


 


CONSENT to extension
of Termination Date:


 


 


UNICREDIT BANK AG, NEW YORK BRANCH


 


by


/s/ Ken Hamilton



Name: Ken Hamilton


Title: Managing Director


 


by


/s/ Eleni Athanasatos



Name: Eleni Athanasatos


Title: Associate Director




     


     


    


SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH


 


by


/s/ Andrew R. Campbell



Name: Andrew R. Campbell


Title: Authorized Signatory


 


by


/s/ Dominic Sorresso



Name: Dominic Sorresso


Title: Associate Director


 


 


CONSENT to extension
of Termination Date:


 


 


CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH


 


by


/s/ Andrew R. Campbell



Name: Andrew R. Campbell


Title: Authorized Signatory


 


by


/s/ Dominic Sorresso



Name: Dominic Sorresso


Title: Associate Director




     


     


    

SIGNATURE
PAGE


 


CONSENT to Amendment
No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


 


WESTPAC BANKING CORPORATION


 


by


/s/ Richard Yarnold



Name: Richard Yarnold


Title: Director


 


 


CONSENT to extension
of Termination Date:


 


 


WESTPAC BANKING CORPORATION


 


by


/s/ Richard Yarnold




Name: Richard Yarnold


Title: Director