Exhibit 10.2


 


AMENDMENT NO. 2 TO FIVE-YEAR
SENIOR CREDIT AGREEMENT 

(FIRE & SAFETY AND ENGINEERED PRODUCTS BUSINESS)


 


AMENDMENT NO. 2 TO FIVE-YEAR SENIOR CREDIT AGREEMENT (FIRE &
SAFETY AND ENGINEERED PRODUCTS BUSINESS) (this “Amendment”),
dated as of June 25, 2008, among TYCO INTERNATIONAL LTD., a Bermuda
company (the “Guarantor”), TYCO
INTERNATIONAL FINANCE S.A., a Luxembourg company (the “Borrower”),
each Person executing this Amendment as a Lender and CITIBANK, N.A., as
Administrative Agent.


 


PRELIMINARY STATEMENTS


 


(1)           The Borrower, the
Guarantor, the Lenders and the Administrative Agent are parties to the
Five-Year Senior Credit Agreement, dated as of April 25, 2007 (as amended,
supplemented and otherwise modified through the date hereof, the “Credit  Agreement”).


 


(2)           The Borrower, the
Guarantor, the Lenders party hereto and the Administrative Agent desire to
amend the Credit Agreement in certain respects.


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements contained in this Amendment,
and for other good and valuable consideration, the receipt and sufficiency of
which hereby are acknowledged, the parties hereto agree as follows:


 


ARTICLE I

DEFINITIONS


 


Section 1.01.        Defined Terms. 
Capitalized terms used but not defined in this Amendment shall have the
meaning set forth in the Credit Agreement.


 


Section 1.02.        Rules of Construction.  The rules of construction set forth in Section 1.03
of the Credit Agreement shall apply to this Amendment as if fully set forth
herein.


 


ARTICLE II

AMENDMENTS TO CREDIT AGREEMENT


 


Section 2.01.        Amendment to Article I of the Credit Agreement.


 


(a)           Section 1.01
of the Credit Agreement is hereby amended by inserting the following new
definition in the appropriate alphabetical order:


 


“‘Three-Year
Credit Agreement’ means that certain Three-Year Senior Unsecured Credit
Agreement dated as of June 24, 2008, among the Borrower, the Guarantor,
the lenders party thereto and Citibank, N.A., as Administrative Agent, as the
same may be amended, supplemented or otherwise modified from time to time.”


 

















 


(b)           The
definition of “Material Debt” set forth in Section 1.01 of the Credit
Agreement is hereby amended and restated in its entirety to read as follows:


 


“‘Material
Debt’ means Debt (other than Loans or other Debt under this Agreement) of
any one or more of the Guarantor and its Subsidiaries in an aggregate principal
amount exceeding $100,000,000.”


 


Section 2.02.        Amendments to Section 5.10 of the Credit Agreement.


 


(a)           The
introductory paragraph to Section 5.10 of the Credit Agreement is hereby
amended and restated in its entirety to read as follows:


 


“Section 5.10       Limitation on Restrictions
on Subsidiary Dividends and Other Distributions.  The Guarantor will not, and will not permit
any Subsidiary to, directly or indirectly, create or otherwise cause or suffer
to exist or become effective any encumbrance or restriction on the ability of
any Subsidiary, other than the Borrower, to (a) pay dividends or make any
other distributions on its capital stock or any other interest or participation
in its profits, owned by the Guarantor or any Subsidiary, or pay any Debt owed
by any Subsidiary to the Guarantor or any Subsidiary that is a direct or
indirect parent of such former Subsidiary, (b) make loans or advances to
the Guarantor or any Subsidiary that is a direct or indirect parent of such
former Subsidiary or (c) transfer any of its properties or assets to the
Guarantor or any such Subsidiary that is a direct or indirect parent of such
former Subsidiary (or, solely in the case of clause (xii) hereof, any
other Consolidated Person in respect of such Nonrecourse Debt), except for such
encumbrances or restrictions existing under or by reason of:


 


(b)           Subclause
(ii) of Section 5.10 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:


 


“(ii)         this Agreement, the
Three-Year Credit Agreement and any other agreement or instrument governing
Debt containing only such encumbrances and/or restrictions that are on terms
substantially similar in all material respects to, and in no event more
restrictive than, any such encumbrances and/or restrictions under this
Agreement,”


 


(c)           Subclause
(xi) of Section 5.10 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:


 


“(xi)         provisions governing
Preferred Stock issued by a Subsidiary or Debt issued or incurred by a
Subsidiary that is owed to the Guarantor or another Subsidiary,”


 


2

















 


Section 2.03.        Amendment to Section 10.01 of the Credit Agreement.  Section 10.01(a)(i) of the Credit
Agreement is hereby amended by deleting the notice information for Tyco
International Finance S.A. set forth therein and replacing it with the
following:


 


Tyco International Finance S.A.

29 Avenue de la Porte Neuve


L2227 Luxembourg

Attn:  Enrica Maccarini


Tel: +352 266 378 1


Fax: +352 266 378 91


email:
emaccarini@tyco.com


 


Section 2.04.        Amendment to Section 10.02(b) of the Credit Agreement.  Section 10.02(b) of the Credit
Agreement is hereby amended by inserting the following new sentence at the end
thereof:


 


“Notwithstanding
the foregoing provisions of this Section 10.02(b), to the extent that the
Borrower or any of its Affiliates shall have acquired Commitments or Loans, the
consent of the Borrower or any of its Affiliates (solely in its capacity as a
Lender) otherwise required under this Section 10.02(b) for any
waiver, amendment or modification shall not be required.”


 


Section 2.05.        Amendment to Section 10.04(b)(ii) of the Credit Agreement.  Section 10.04(b)(ii) of the Credit
Agreement is hereby amended by inserting a new subclause (D) immediately
after subclause (C) to read as follows:


 


“(D)        in the case of a proposed assignment to a
non-U.S. Affiliate of a Lender or a non-U.S. Approved Fund, for which the Borrower’s
consent is not required, the assigning Lender shall provide three Business Days’
written notice to the Borrower of such proposed assignment.”


 


Section 2.06.        Amendment to Section 10.04(c) of the Credit Agreement.  Section 10.04(c) of the Credit Agreement
is hereby amended and restated in its entirety to read as follows:


 


“(c)         (i)            Any
Lender may, without the consent of, or notice to, the Borrower or the
Administrative Agent, sell participations to any Person (other than a natural
Person or the Borrower or any of the Borrower’s Affiliates or subsidiaries)
(each a “Participant”) in all or a portion of such Lender’s rights and
obligations under this Agreement (including all or a portion of its Commitment
and the Loans owing to it); provided that (A) such Lender’s obligations
under this Agreement shall remain unchanged, (B) such Lender shall remain
solely responsible to the other parties hereto for the performance of such
obligations and (C) the Borrower, the Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in
connection with such Lender’s 


 


3

















 


rights and obligations under this
Agreement.  Any agreement or instrument
pursuant to which a Lender sells such a participation shall provide that such
Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; provided
that such agreement or instrument may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, modification or
waiver described in the first proviso to Section 10.02(b) that
affects such Participant.  Subject to
paragraph (d) of this Section, the Borrower agrees that each Participant
shall be entitled to the benefits of Sections 9.03, 9.04 and 9.05 to the same
extent as if it were a Lender and had acquired its interest by assignment
pursuant to paragraph (b) of this Section (except that, although the
selling Lender shall have a direct claim against the Borrower for amounts
arising under such Sections in respect of the Participant’s interest
(calculated as if the Participant held such interest directly), the Participant
shall have no direct claim against the Borrower pursuant to such
Sections).  To the extent permitted by
law, each Lender shall be entitled to exercise rights under Section 10.08
with respect to deposits held by or obligations owing by any Participant in
such Lender’s Loans or Commitments, provided that, for the avoidance of doubt,
such exercise shall be subject to the obligations of such Lender under Section 2.13(c).  For the avoidance of doubt, no Participant
shall have any contractual claim against the Borrower, and the Borrower shall
have no obligation to any Participant, under this Agreement or the other Loan
Documents. Furthermore, no Lender shall be treated under this Agreement as an
agent of any Participant with respect to any obligations of the Borrower to
such Lender under this Agreement or the other Loan Documents.”


 


Section 2.07.        Amendments to Section 10.14 of the Credit Agreement.


 


(a)           Subclause
(a) of Section 10.14 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:


 


“(a) to
their and their Affiliates’ directors, officers, managers, administrators,
trustees, partners, advisors, employees and agents whom they determine need to
know such Information in connection with matters relating directly to this
Agreement, the other Loan Documents and the Transactions, including
accountants, legal counsel and other advisors (it being understood that the
Persons to whom such disclosure is made will be informed of the confidential
nature of such Information and instructed to keep such Information confidential
and the Administrative Agent or the applicable Lenders shall be responsible for
breach of this Section by any such Person to whom it disclosed such
Information),”


 


(b)           Subclause
(f) of Section 10.14 of the Credit Agreement is hereby amended and
restated in its entirety to read as follows:


 


4

















 


“(f) subject
to an agreement in writing to be bound by the provisions of this Section (and
of which the Guarantor shall be a third party beneficiary) or in the case of a
repurchase arrangement (“repo transaction”) subject to an arrangement to be
bound by provisions at least as restrictive as this Section, to (i) any
assignee of or Participant in, or any prospective assignee of or Participant
in, any of its rights or obligations under this Agreement or any other Loan
Document or (ii) any actual or prospective counterparty (or its managers,
administrators, trustees, partners, directors, officers, employees, agents,
advisors and other representatives) to any swap or derivative or similar transaction
under which payments are made by reference to the Borrower and its obligations,
this Agreement or payments hereunder, (iii) any rating agency or (iv) the
CUSIP Service Bureau or any similar organization,”


 


ARTICLE III

REPRESENTATIONS AND WARRANTIES


 


Section 3.01.        Representations and Warranties.


 


(a)           Each
Obligor represents and warrants to the Administrative Agent and each Lender
that this Amendment has been duly authorized, executed and delivered by each
Obligor and constitutes the legal, valid and binding obligation of such Obligor
enforceable against such Obligor in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors’ rights and remedies generally
and subject to general principles of equity, regardless of whether considered
in a proceeding in equity or at law.


 


(b)           Each
Obligor represents and warrants to the Administrative Agent and each Lender
that, as of the Amendment Effective Date (as defined below), and after giving
effect to this Amendment, the representations and warranties set forth in Article III
of the Credit Agreement (other than Section 3.04, Section 3.05(a)(i) or
(b) or Section 3.09) or any other Loan Document or which are
contained in any certificate or notice delivered at any time by any Obligor
under or in connection herewith or therewith are true and correct in all
material respects on and as of the Amendment Effective Date with the same
effect as though made on and as of such date, except to the extent such
representations and warranties expressly relate to an earlier date, in which
case such representations and warranties were true and correct in all material
respects on and as of such earlier date.


 


Section 3.02.        No Default.  Each
of the Obligors represents and warrants to the Administrative Agent and each
Lender that as of the Amendment Effective Date, and after giving effect to this
Amendment, no Default has occurred and is continuing.


 


5

















 


ARTICLE IV

EFFECTIVENESS


 


Section 4.01.        Conditions to Effectiveness.  This Amendment will become effective on and
as of the first date (the “Amendment
Effective Date”) on which all of the following conditions
precedent shall have been first satisfied (unless waived by the Required
Lenders):


 


(a)           The
Administrative Agent (or its counsel) shall have received this Amendment, duly
executed and delivered by the Borrower, the Guarantor, the Administrative Agent
and each of the Required Lenders.


 


(b)           As
of the Amendment Effective Date, and after giving effect to this Amendment, the
representations and warranties set forth in Section 3.01 of this Amendment
are true and correct in all material respects on and as of the Amendment
Effective Date with the same effect as though made on and as of such date,
except to the extent such representations and warranties expressly relate to an
earlier date, in which case such representations and warranties were true and
correct in all material respects on and as of such earlier date.


 


(c)           As
of the Amendment Effective Date, and after giving effect to this Amendment, no
Default or Event of Default shall have occurred and be continuing.


 


Section 4.02.        References to Agreement. 
The Credit Agreement and this Amendment shall be read, taken and
construed as one and the same instrument from and after the Amendment Effective
Date.  Any references in the Credit
Agreement to “this Agreement”, “hereunder”, “herein” or words of like import,
and each reference in any other document executed in connection with the Credit
Agreement (including, without limitation, the Notes), to “the Agreement”, “thereunder”,
“therein” or words of like import, shall, from and after the Amendment
Effective Date, mean and be a reference to the Credit Agreement as amended
hereby.


 


Section 4.03.        Continued Effectiveness; Ratification of Loan Documents.  The Credit Agreement and the other Loan
Documents, each as modified by this Amendment, are and shall continue to be in
full force and effect and are hereby ratified and confirmed in all respects.


 


ARTICLE V

MISCELLANEOUS


 


Section 5.01.        Execution in Counterparts.  This Amendment may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract. 
Delivery of an executed counterpart of a signature page of this
Amendment by facsimile or any electronic means that reproduces an image of the
actual executed signature page shall be effective as delivery of a
manually executed counterpart of this Amendment.


 


6

















 


Section 5.02.        Fees, Costs and Expenses.  The Borrower agrees to pay all reasonable out
of pocket expenses incurred by the Administrative Agent, including the
reasonable fees, charges and disbursements of counsel for the Administrative
Agent, in connection with the preparation, negotiation, execution, delivery and
administration of this Amendment and the other Loan Documents or any amendments,
modifications or waivers of the provisions hereof and thereof (whether or not
the transactions contemplated hereby or thereby shall be consummated).


 


Section 5.03.        Loan Document. 
This Amendment shall be deemed to be a Loan Document.


 


Section 5.04.        Binding Effect. 
Upon the Amendment Effective Date, this Amendment shall be binding upon
and inure to the benefit of the Borrower, the Lenders and the Administrative
Agent and, in each case, their respective successors and assigns.


 


Section 5.05.        Governing Law. 
This Amendment shall be governed by, and construed in accordance with,
the law of the State of New York.


 


[Remainder of page intentionally left blank]


 


7
















 


[Signature Page to Amendment No. 2
to Five-Year Senior Credit Agreement


(Fire &
Safety and Engineered Products)]


 


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


 


 


	
   

  	
  TYCO INTERNATIONAL FINANCE S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ ENRICA MACCARINI

  
	
   

  	
   

  	
  Name: Enrica Maccarini

  
	
   

  	
   

  	
  Title: Managing Director

  



 

















 


[Signature Page to Amendment No. 2
to Five-Year Senior Credit Agreement


(Fire &
Safety and Engineered Products)]


 


 


	
   

  	
  TYCO INTERNATIONAL LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ CHRISTOPHER J. COUGHLIN

  
	
   

  	
   

  	
  Name: Christopher J. Coughlin

  
	
   

  	
   

  	
  Title: EVP & CFO

  



 

















 


[Signature Page to Amendment No. 2
to Five-Year Senior Credit Agreement


(Fire & Safety
and Engineered Products)]


 


 


	
   

  	
  CITIBANK, N.A., as a Lender and as 

  Administrative Agent

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ KEVIN A. EGE

  
	
   

  	
   

  	
  Name: Kevin A. Ege

  
	
   

  	
   

  	
  Title: Vice President

  



 

















 


[Signature Page to Amendment No. 2
to Five-Year Senior Credit Agreement


(Fire & Safety
and Engineered Products)]


 


 


	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ EDWIN B. COX, JR.

  
	
   

  	
   

  	
  Name: Edwin B. Cox, Jr.

  
	
   

  	
   

  	
  Title: Senior Vice President

  



 

















 


[Signature Page to Amendment No. 2
to Five-Year Senior Credit Agreement


(Fire & Safety
and Engineered Products)]


 


 


	
   

  	
  DEUTSCHE BANK AG NEW YORK BRANCH

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ MING K. CHU

  
	
   

  	
   

  	
  Name: Ming K. Chu

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ HEIDI SANDQUIST

  
	
   

  	
   

  	
  Name: Heidi Sandquist

  
	
   

  	
   

  	
  Title: Vice President

  



 

















 


[Signature Page to Amendment No. 2
to Five-Year Senior Credit Agreement


(Fire & Safety
and Engineered Products)]


 


 


	
   

  	
  UBS LOAN FINANCE LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ IRJA R. OTSA

  
	
   

  	
   

  	
  Name: Irja R. Otsa

  
	
   

  	
   

  	
  Title: Associate Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ MARY E. EVANS

  
	
   

  	
   

  	
  Name: Mary E. Evans

  
	
   

  	
   

  	
  Title: Associate Director

  



 

















 


[Signature Page to Amendment No. 2
to Five-Year Senior Credit Agreement


(Fire & Safety
and Engineered Products)]


 


 


	
   

  	
  BARCLAYS BANK PLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ ALICIA BORYS

  
	
   

  	
   

  	
  Name: Alicia Borys

  
	
   

  	
   

  	
  Title: Manager

  



 

















 


[Signature Page to Amendment No. 2
to Five-Year Senior Credit Agreement


(Fire & Safety
and Engineered Products)]


 


 


	
   

  	
  BNP PARIBAS

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ RICHARD PACE

  
	
   

  	
   

  	
  Name: Richard Pace

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ MELISSA BALLEY

  
	
   

  	
   

  	
  Name: Melissa Balley

  
	
   

  	
   

  	
  Title: Vice President

  



 

















 


[Signature Page to Amendment No. 2
to Five-Year Senior Credit Agreement


(Fire & Safety
and Engineered Products)]


 


 


	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ ANTHONY WHITE

  
	
   

  	
   

  	
  Name: Anthony White

  
	
   

  	
   

  	
  Title: Vice President

  



 
















 


[Signature Page to Amendment No. 2
to Five-Year Senior Credit Agreement


(Fire & Safety
and Engineered Products)]


 


 


	
   

  	
  MORGAN STANLEY SENIOR FUNDING, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Janine Haas

  
	
   

  	
   

  	
  Name: Janine Haas

  
	
   

  	
   

  	
  Title: Vice President

  



 

















 


[Signature Page to Amendment No. 2
to Five-Year Senior Credit Agreement


(Fire & Safety
and Engineered Products)]


 


 


	
   

  	
  WILLIAM STREET COMMITMENT 

  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Mark Walton

  
	
   

  	
   

  	
  Name: Mark Walton

  
	
   

  	
   

  	
  Title: Assistant Vice President

  



 

















 


[Signature Page to Amendment No. 2
to Five-Year Senior Credit Agreement


(Fire & Safety
and Engineered Products)]


 


 


	
   

  	
  LEHMAN BROTHERS BANK, FSB

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ JANINE M. SHUGAN

  
	
   

  	
   

  	
  Name: Janine M. Shugan

  
	
   

  	
   

  	
  Title: Authorized Signatory

  



 

















 


[Signature Page to Amendment No. 2
to Five-Year Senior Credit Agreement


(Fire & Safety
and Engineered Products)]


 


 


	
   

  	
  ING CAPITAL LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ EMMA CONDON

  
	
   

  	
   

  	
  Name: Emma Condon

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ AIDAN NEILL

  
	
   

  	
   

  	
  Name: Aidan Neill

  
	
   

  	
   

  	
  Title: Vice President

  



 

















 


[Signature Page to Amendment No. 2
to Five-Year Senior Credit Agreement


(Fire & Safety
and Engineered Products)]


 


 


	
   

  	
  MELLON BANK, N.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ DANIEL J. LENCKOS

  
	
   

  	
   

  	
  Name: Daniel J. Lenckos

  
	
   

  	
   

  	
  Title: First Vice President

  



 

















 


[Signature Page to Amendment No. 2
to Five-Year Senior Credit Agreement


(Fire & Safety
and Engineered Products)]


 


 


	
   

  	
  MIZUHO CORPORATE BANK, LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ ROBERT GALLAGHER

  
	
   

  	
   

  	
  Name: Robert Gallagher

  
	
   

  	
   

  	
  Title: Authorized Signatory

  



 

















 


[Signature Page to Amendment No. 2
to Five-Year Senior Credit Agreement


(Fire & Safety
and Engineered Products)]


 


 


	
   

  	
  THE BANK OF NOVA SCOTIA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ TODD MELLER

  
	
   

  	
   

  	
  Name: Todd Meller

  
	
   

  	
   

  	
  Title: Managing Director

  



 
















 


[Signature Page to
Amendment No. 2 to Five-Year Senior Credit Agreement


(Fire & Safety
and Engineered Products)]


 


 


	
   

  	
  WESTPAC BANKING CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ BRADLEY SCAMMELL

  
	
   

  	
   

  	
  Name: Bradley Scammell

  
	
   

  	
   

  	
  Title: Head of Corporate and Institutional

  
	
   

  	
   

  	
  Banking, Americas

  



 

















 


[Signature Page to Amendment No. 2
to Five-Year Senior Credit Agreement


(Fire &
Safety and Engineered Products)]


 


 


	
   

  	
  AUSTRALIA AND NEW ZEALAND BANKING

  GROUP LIMITED

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Damodar Menon

  
	
   

  	
   

  	
  Name: Damodar Menon

  
	
   

  	
   

  	
  Title: Director

  



 

















 


[Signature Page to
Amendment No. 2 to Five-Year Senior Credit Agreement


(Fire & Safety
and Engineered Products)]


 


 


	
   

  	
  INTESA SANPAOLO S.P.A., NEW YORK

  BRANCH (AS SUCCESSOR TO SANPAOLO

  IMI S.P.A.)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/  LUCA SACCHI

  
	
   

  	
   

  	
  Name: Luca Sacchi

  
	
   

  	
   

  	
  Title: VP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ FRANCESCO DI MARIO

  
	
   

  	
   

  	
  Name: Francesco Di Mario

  
	
   

  	
   

  	
  Title: FVP, Credit Manager

  



 

















 


[Signature Page to
Amendment No. 2 to Five-Year Senior Credit Agreement


(Fire & Safety
and Engineered Products)]


 


 


	
   

  	
  THE NORTHERN TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By

  	
  /s/ PETER J. HALLAN

  
	
   

  	
   

  	
  Name: Peter J. Hallan

  
	
   

  	
   

  	
  Title: Vice President