Exhibit 10.2


 


EXECUTION COPY


 


AMENDMENT NO. 2 TO THE

CREDIT AGREEMENT


 


Dated as of April 29, 2016


 


AMENDMENT NO. 2 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 (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, 2020 to July 10, 2021.


 


(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)    Section 1.01 is amended by
inserting in the appropriate alphabetical location the new defined term:


 


“Bail-In Action”
has the meaning specified in Section 9.21.


 


(b)    The definition of “Lender
Insolvency Event” in Section 1.01 is amended by deleting the phrase “the subject of a proceeding under a bankruptcy,
insolvency, reorganization, liquidation or similar proceeding” and substituting therefor the phrase “the subject of
a proceeding under a bankruptcy, insolvency, reorganization, liquidation or similar proceeding or a Bail-In Action”.


 


(d) A new Section 9.21 is added
to read as follows:


 


SECTION 9.21. Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in this Agreement, any Loan
Document or in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any
liability of any EEA Financial



    	 



    	



    

Institution arising under any Loan
Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of an EEA Resolution
Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)    the application of any Write-Down
and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable to it by any
party hereto that is an EEA Financial Institution; and


 


(b)    the effects of any Bail-In
Action on any such liability, including, if applicable:


 


(i)    a reduction in full or in
part or cancellation of any such liability;


 


(ii)    a conversion of all, or
a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution, its parent undertaking,
or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or other instruments of ownership
will be accepted by it in lieu of any rights with respect to any such liability under this Agreement or any other Loan Document;
or


 


(iii)    the variation of the terms
of such liability in connection with the exercise of the write-down and conversion powers of any EEA Resolution Authority.


 


“Bail-In Action”
means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability
of an EEA Financial Institution.


 


“Bail-In Legislation”
means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of
the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the
EU Bail-In Legislation Schedule.


 


“EEA Financial Institution”
means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of
an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described
in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of
an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.


 


“EEA Member Country”
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA Resolution Authority”
means any public administrative authority or any Person entrusted with public administrative authority of any EEA Member Country
(including any delegee) having responsibility for the resolution of any EEA Financial Institution.



    	 



    	



    

“EU Bail-In Legislation
Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor Person),
as in effect from time to time.


 


“Write-Down and Conversion
Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution
Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion
powers are described in the EU Bail-In Legislation Schedule.


 


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 for a period of one year, expiring
July 10, 2021. 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 time frames in respect of the Company’s request
for an extension of the Termination Date and the date by which Consenting Lenders submit responses, which provisions are hereby
waived. For the avoidance of doubt, upon satisfaction of the applicable conditions set forth in Section 2.19 of the Credit Agreement,
the extension of the Termination Date of each Consenting Lender shall be effective on July 10, 2016.


 


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
	 	 	 	 
	 	By:	/s/ Susan M. Olsen	 
	 	Name: Susan M. Olsen
	 	Title:   Vice President






    	 



    	



    

SIGNATURE
PAGE


 


CONSENT to Amendment
No. 2 dated as of April 29, 2016, 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. 2 dated as of April 29, 2016, 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. 2 dated as of April 29, 2016, 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. 2 dated as of April 29, 2016, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


	BARCLAYS BANK PLC
	 	 	 
	  by	 	 
	 	/s/ Vanessa Kurbatskiy	 
	 	Name: Vanessa Kurbatskiy	 
	 	Title:   Vice President	 
	 	 	 
	CONSENT to extension of Termination Date:
	 	 	 
	BARCLAYS BANK PLC
	 	 	 
	  by	 	 
	 	/s/ Vanessa Kurbatskiy	 
	 	Name: Vanessa Kurbatskiy	 
	 	Title:   Vice President	 




    	 



    	



    

SIGNATURE
PAGE


 


CONSENT to Amendment
No. 2 dated as of April 29, 2016, 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	 
	 	 	 
	  by	 	 
	 	/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	 
	 	 	 
	  by	 	 
	 	/s/ Virginia Cosenza	 
	 	Name: Virginia Cosenza	 
	 	Title:   Vice President	 




    	 



    	



    

SIGNATURE
PAGE


 


CONSENT to Amendment
No. 2 dated as of April 29, 2016, 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/ Rebecca Kratz	 
	 	Name: Rebecca Kratz	 
	 	Title:   Authorized Signatory	 
	 	 	 
	CONSENT to extension of Termination Date:
	 	 	 
	GOLDMAN SACHS BANK USA
	 	 	 
	  by	 	 
	 	/s/ Rebecca Kratz	 
	 	Name: Rebecca Kratz	 
	 	Title:   Authorized Signatory	 




    	 



    	



    

SIGNATURE
PAGE


 


CONSENT to Amendment
No. 2 dated as of April 29, 2016, 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. 2 dated as of April 29, 2016, 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. 2 dated as of April 29, 2016, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


	WELLS FARGO BANK, N.A.
	 	 	 
	  by	 	 
	 	/s/ James Travagline	 
	 	Name: James Travagline	 
	 	Title:   Director	 
	 	 	 
	CONSENT to extension of Termination Date:
	 	 	 
	WELLS FARGO BANK, N.A.
	 	 	 
	  by	 	 
	 	/s/ James Travagline	 
	 	Name: James Travagline	 
	 	Title:   Director	 




    	 



    	



    

SIGNATURE
PAGE


 


CONSENT to Amendment
No. 2 dated as of April 29, 2016, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


	BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH
	 	 	 
	  by	 	 
	 	/s/ Brian Crowley	 
	 	Name: Brian Crowley	 
	 	Title:   Managing Director	 
	 	 	 
	  by	 	 
	 	/s/ Luca Sacchi	 
	 	Name: Luca Sacchi	 
	 	Title:   Managing Director	 
	 	 	 
	CONSENT to extension of Termination Date:
	 	 	 
	BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH
	 	 	 
	  by	 	 
	 	/s/ Brian Crowley	 
	 	Name: Brian Crowley	 
	 	Title:   Managing Director	 
	 	 	 
	  by	 	 
	 	/s/ Luca Sacchi	 
	 	Name: Luca Sacchi	 
	 	Title:   Managing Director	 




    	 



    	



    

SIGNATURE
PAGE


 


CONSENT to Amendment
No. 2 dated as of April 29, 2016, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


	BNP PARIBAS
	 	 	 
	  by	 	 
	 	/s/ Tony Baratta	 
	 	Name: Tony Baratta	 
	 	Title:   Managing Director	 
	 	 	 
	  by	 	 
	 	/s/ Todd Grossnickle	 
	 	Name: Todd Grossnickle	 
	 	Title:   Director	 
	 	 	 
	CONSENT to extension of Termination Date:
	 	 	 
	BNP PARIBAS
	 	 	 
	  by	 	 
	 	/s/ Tony Baratta	 
	 	Name: Tony Baratta	 
	 	Title:   Managing Director	 
	 	 	 
	  by	 	 
	 	/s/ Todd Grossnickle	 
	 	Name: Todd Grossnickle	 
	 	Title:   Director	 




    	 



    	



    

SIGNATURE
PAGE


 


CONSENT to Amendment
No. 2 dated as of April 29, 2016, 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/ Paul L. Hatton	 
	 	Name: Paul L. Hatton	 
	 	Title:   Managing Director	 
	 	 	 
	CONSENT to extension of Termination Date:
	 	 	 
	HSBC BANK USA, N.A.
	 	 	 
	  by	 	 
	 	/s/ Paul L. Hatton	 
	 	Name: Paul L. Hatton	 
	 	Title:   Managing Director	 




    	 



    	



    

SIGNATURE
PAGE


 


CONSENT to Amendment
No. 2 dated as of April 29, 2016, 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/ Kan Chen	 
	 	Name: Kan Chen	 
	 	Title:   Vice President	 
	 	 	 
	  by	 	 
	 	/s/ Linjia Zhou	 
	 	Name: Linjia Zhou	 
	 	Title:   Executive Director	
	 	 	 
	CONSENT to extension of Termination Date:
	 	 	 
	INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH
	 	 	 
	  by	 	 
	 	/s/ Kan Chen	 
	 	Name: Kan Chen	 
	 	Title:   Vice President	
	 	 	 
	  by	 	 
	 	/s/ Linjia Zhou	 
	 	Name: Linjia Zhou	 
	 	Title:   Executive Director	




    	 



    	



    

SIGNATURE
PAGE


 


CONSENT to Amendment
No. 2 dated as of April 29, 2016, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


	INTESA SANPAOLO S.P.A – NEW YORK BRANCH
	 	 	 
	  by	 	 
	 	/s/ John J. Michalisin	 
	 	Name: John J. Michalisin	 
	 	Title:   First Vice President	 
	 	 	 
	  by	 	 
	 	/s/ Francesco Di Mario	 
	 	Name: Francesco Di Mario	 
	 	Title:   First Vice President & Head of Credit
	 	 	 
	CONSENT to extension of Termination Date:
	 	 	 
	INTESA SANPAOLO S.P.A – NEW YORK BRANCH
	 	 	 
	  by	 	 
	 	/s/ John J. Michalisin	 
	 	Name: John J. Michalisin	 
	 	Title:   First Vice President	 
	 	 	 
	  by	 	 
	 	/s/ Francesco Di Mario	 
	 	Name: Francesco Di Mario	 
	 	Title:   First Vice President & Head of Credit




    	 



    	



    

SIGNATURE
PAGE


 


CONSENT to Amendment
No. 2 dated as of April 29, 2016, 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. 2 dated as of April 29, 2016, 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/ Scott Umbs	 
	 	Name: Scott Umbs	 
	 	Title:   Authorized Signatory	
	 	 	 
	CONSENT to extension of Termination Date:
	 	 	 
	ROYAL BANK OF CANADA
	 	 	 
	  by	 	 
	 	/s/ Scott Umbs	 
	 	Name: Scott Umbs	 
	 	Title:   Authorized Signatory	




    	 



    	



    

SIGNATURE
PAGE


 


CONSENT to Amendment
No. 2 dated as of April 29, 2016, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


	SOCIÉTÉ GÉNÉRALE
	 	 	 
	  by	 	 
	 	/s/ Linda Tam	 
	 	Name: Linda Tam	 
	 	Title:   Director	 
	 	 	 
	CONSENT to extension of Termination Date:
	 	 	 
	SOCIÉTÉ GÉNÉRALE
	 	 	 
	  by	 	 
	 	/s/ Linda Tam	 
	 	Name: Linda Tam	 
	 	Title:   Director	 




    	 



    	



    

SIGNATURE
PAGE


 


CONSENT to Amendment
No. 2 dated as of April 29, 2016, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


	STANDARD CHARTERED BANK
	 	 	 
	  by	 	 
	 	/s/ Steven Aloupis	 
	 	Name: Steven Aloupis	 
	 	Title:   Managing Director	 
	 	 	 
	CONSENT to extension of Termination Date:
	 	 	 
	STANDARD CHARTERED BANK
	 	 	 
	  by	 	 
	 	/s/ Steven Aloupis	 
	 	Name: Steven Aloupis	 
	 	Title:   Managing Director	 




    	 



    	



    

SIGNATURE
PAGE


 


CONSENT to Amendment
No. 2 dated as of April 29, 2016, 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/ James D. Weinstein	 
	 	Name: James D. Weinstein	 
	 	Title:   Managing Director	 
	 	 	 
	CONSENT to extension of Termination Date:
	 	 	 
	SUMITOMO MITSUI BANKING CORPORATION
	 	 	 
	  by	 	 
	 	/s/ James D. Weinstein	 
	 	Name: James D. Weinstein	 
	 	Title:   Managing Director	 




    	 



    	



    

SIGNATURE
PAGE


 


CONSENT to Amendment
No. 2 dated as of April 29, 2016, 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. 2 dated as of April 29, 2016, 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/ Jonathan Eady	 
	 	Name: Jonathan Eady	 
	 	Title:   Vice President	 
	 	 	 
	CONSENT to extension of Termination Date:
	 	 	 
	THE ROYAL BANK OF SCOTLAND PLC
	 	 	 
	  by	 	 
	 	/s/ Jonathan Eady	 
	 	Name: Jonathan Eady	 
	 	Title:   Vice President	 




    	 



    	



    

SIGNATURE
PAGE


 


CONSENT to Amendment
No. 2 dated as of April 29, 2016, 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. 2 dated as of April 29, 2016, 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. 2 dated as of April 29, 2016, 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. 2 dated as of April 29, 2016, 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/ Haifeng Xu	 
	 	Name: Haifeng Xu	 
	 	Title:   Executive Vice President	 
	 	 	 
	CONSENT to extension of Termination Date:
	 	 	 
	BANK OF CHINA, NEW YORK BRANCH
	 	 	 
	  by	 	 
	 	/s/ Haifeng Xu	 
	 	Name: Haifeng Xu	 
	 	Title:   Executive Vice President	 




    	 



    	



    

SIGNATURE
PAGE


 


CONSENT to Amendment
No. 2 dated as of April 29, 2016, 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. 2 dated as of April 29, 2016, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


	CREDIT AGRICOLE CORPORATE & INVESTMENT BANK
	 	 	 
	  by	 	 
	 	/s/ Gordon Yip	 
	 	Name: Gordon Yip	 
	 	Title:   Director	 
	 	 	 
	  by	 	 
	 	/s/ Mark Koneval	 
	 	Name: Mark Koneval	 
	 	Title:   Managing Director	 
	 	 	 
	CONSENT to extension of Termination Date:
	 	 	 
	CREDIT AGRICOLE CORPORATE & INVESTMENT BANK
	 	 	 
	  by	 	 
	 	/s/ Gordon Yip	 
	 	Name: Gordon Yip	 
	 	Title:   Director	 
	 	 	 
	  by	 	 
	 	/s/ Mark Koneval	 
	 	Name: Mark Koneval	 
	 	Title:   Managing Director	 




    	 



    	



    

SIGNATURE
PAGE


 


CONSENT to Amendment
No. 2 dated as of April 29, 2016, 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/ Gert Carstens	 
	 	Name: Gert Carstens	 
	 	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/ Gert Carstens	 
	 	Name: Gert Carstens	 
	 	Title:   Senior Loan Manager	 




    	 



    	



    

SIGNATURE
PAGE


 


CONSENT to Amendment
No. 2 dated as of April 29, 2016, 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. 2 dated as of April 29, 2016, 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/ Federico Robin Delfino	 
	 	Name: Federico Robin Delfino	 
	 	Title:   Executive Director	 
	 	 	 
	  by	 	 
	 	/s/ Paloma Garcia Castro	 
	 	Name: Paloma Garcia Castro	 
	 	Title:   Associate	 
	 	 	 
	CONSENT to extension of Termination Date:
	 	 	 
	BANCO SANTANDER, S.A.
	 	 	 
	  by	 	 
	 	/s/ Federico Robin Delfino	 
	 	Name: Federico Robin Delfino	 
	 	Title:   Executive Director	 
	 	 	 
	  by	 	 
	 	/s/ Paloma Garcia Castro	 
	 	Name: Paloma Garcia Castro	 
	 	Title:   Associate	 




    	 



    	



    

SIGNATURE
PAGE


 


CONSENT to Amendment
No. 2 dated as of April 29, 2016, 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/ David Wirl	 
	 	Name: David Wirl	 
	 	Title:   Managing Director	 
	 	 	 
	CONSENT to extension of Termination Date:
	 	 	 
	THE BANK OF NEW YORK MELLON CORPORATION
	 	 	 
	  by	 	 
	 	/s/ David Wirl	 
	 	Name: David Wirl	 
	 	Title:   Managing Director	 




    	 



    	



    

SIGNATURE
PAGE


 


CONSENT to Amendment
No. 2 dated as of April 29, 2016, 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. 2 dated as of April 29, 2016, 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/ Sneha Joshi	 
	 	Name: Sneha Joshi	 
	 	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/ Sneha Joshi	 
	 	Name: Sneha Joshi	 
	 	Title:   Associate Director	 




    	 



    	



    

SIGNATURE
PAGE


 


CONSENT to Amendment
No. 2 dated as of April 29, 2016, to the Amended and Restated Five Year Credit Agreement
dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.


 


	WESTPAC BANKING CORPORATION
	 	 	 
	  by	 	 
	 	/s/ David Arthurson	 
	 	Name: David Arthurson	 
	 	Title:   Relationship Manager	 
	 	 	 
	CONSENT to extension of Termination Date:
	 	 	 
	WESTPAC BANKING CORPORATION
	 	 	 
	  by	 	 
	 	/s/ David Arthurson	 
	 	Name: David Arthurson	 
	 	Title:   Relationship Manager