EX-4.1



 Exhibit 4.1 

EXECUTION VERSION 
 FIRST AMENDMENT
dated as of August 28, 2015 (this “Amendment”), to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 3, 2014 (the “Credit Agreement”), among PENTAIR FINANCE S.A., a public limited liability
company (société anonyme) incorporated under the laws of Luxembourg, with its registered office at 26, boulevard Royal L-2449 Luxembourg and registered with the Luxembourg trade companies register under number B 166.305 (the
“Company”), PENTAIR PLC, an Irish public limited company (the “Parent”), PENTAIR INVESTMENTS SWITZERLAND GmbH, a Swiss Gesellschaft mit beschränkter Haftung (the “Swiss Parent”), the LENDERS
from time to time party thereto, and BANK OF AMERICA, N.A., as administrative agent for the Lenders (the “Administrative Agent”). 

The Company has requested that the Lenders (such term and each other capitalized definitional term used but not defined herein having the
meaning assigned to it in the Credit Agreement) agree, and the Lenders whose signatures appear below have agreed, to amend the Credit Agreement on the terms and subject to the conditions set forth herein. Accordingly, in consideration of the
agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 

SECTION 1. Amendment. The Credit Agreement is hereby amended, effective as of the Effective Date (as defined in Section 3
below), as follows: 
 (a) The following definition is added in the appropriate alphabetical order to Section 1.1: 

“ERICO Acquisition” means the acquisition of ERICO Global Company (“ERICO”) provided for in
the Agreement and Plan of Merger dated as of August 15, 2015, among the Parent, Pentair Lionel Acquisition Co., Pentair Lionel Merger Sub, Inc. and ERICO. 

(b) The definition of “Swing Line Sublimit” in Section 1.1 is amended and restated as follows: 

“Swing Line Sublimit” means the lesser of (a) US$150,000,000 and (b) the Aggregate Commitments. 

(c) Section 2.3.1(a)(B) is amended to read as follows: 

“(B) the aggregate Dollar Equivalent principal amount of all Swing Line Loans denominated in Euros shall not exceed
US$45,000,000.” 
 (d) Section 6.2 is amended to read as follows: 

“6.2 Maximum Leverage Ratio. The Parent shall not permit the Leverage Ratio on the last day of any period of four
consecutive fiscal quarters of the Parent to exceed 3.50 to 1.00; provided, however, that, after the closing of the ERICO Acquisition, such ratio may not exceed: (a) 4.50 to 1.00 as of the last day of any period of four
consecutive fiscal quarters of the Parent ending on or prior 







 
to June 30, 2016; (b) 4.25 to 1.00 as of the last day of the period of four consecutive fiscal quarters of the Parent ending on September 30, 2016; (c) 4.00 to 1.00 as of the
last day of the period of four consecutive fiscal quarters of the Parent ending on December 31, 2016; (d) 3.75 to 1.00 as of the last day of any period of four consecutive fiscal quarters of the Parent ending after December 31, 2016,
but on or prior to June 30, 2017; and (e) 3.50 to 1.00 as of the last day of any period of four consecutive fiscal quarters of the Parent ending thereafter.” 

(e) Section 6.14 is amended by changing the heading thereof to “Swiss Parent Guarantee; Subsidiary
Guarantees”; by inserting “(a)” immediately before the text thereof; by changing the reference to “$25,000,000” therein to “$75,000,000”; and by inserting at the end thereof the following new
paragraph (b): 
 “(b) Any Subsidiary of the Parent (other than the Company) that shall at any time have in effect
a Guarantee of the Senior Notes and/or any other Debt of the Company or the Parent (other than Debt under this Agreement) in an aggregate outstanding principal amount that exceeds $75,000,000 shall promptly execute and deliver to the Administrative
Agent a Guarantee of the Obligations, on substantially the terms set forth in Article X and otherwise reasonably satisfactory in form and substance to the Administrative Agent, together with such evidence (including, if requested, one or
more legal opinions) of its authority to enter into such Guarantee and of the enforceability thereof as the Administrative Agent shall reasonably request. Unless the Company elects otherwise, any such Guarantee shall provide that (i) it will
terminate at such time as (A) such Subsidiary shall no longer have in effect a Guarantee of the Senior Notes or of any other Debt of the Company or the Parent (other than Debt under this Agreement) in an aggregate outstanding principal amount
that exceeds $75,000,000 and (B) no Default or Event of Default shall have occurred and be continuing, and (ii) it will terminate if such Subsidiary ceases to be a Subsidiary of the Parent as the result of a transaction not prohibited
hereby. Notwithstanding any provision hereof to the contrary, this Section 6.14(b) shall not apply to any Subsidiary with respect to which, in the reasonable judgment of the Administrative Agent and the Company, the cost or other
consequences of causing such Subsidiary to deliver such a Guarantee would be excessive in view of the benefits to be obtained by the Lenders therefrom.” 

SECTION 2. Representations and Warranties. The Company hereby represents and warrants to the Administrative Agent and the Lenders that:

 (a) (i) the execution, delivery and performance of this Amendment, and of the Credit Agreement as amended hereby, by
the Company have been duly authorized by all corporate and stockholder action required to be obtained by the Company, (ii) this Amendment has been duly executed and delivered by the Company and (iii) the Credit Agreement, as amended
hereby, constitutes the legal, valid and binding obligation of the Company and the other Loan Parties party thereto, enforceable against the Company and such Loan Parties in accordance with its terms, except as enforceability may be limited by
bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting 







 
creditors’ rights generally and except as enforceability may be limited by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or
at law); 
 (b) on and as of the Effective Date, no Default or Event of Default has occurred and is continuing; and 

(c) on and as of the Effective Date and after giving effect to this Amendment, the representations and warranties of the
Company set forth in the Credit Agreement are true and correct in all material respects, except to the extent such representations and warranties expressly relate to an earlier date; provided that any representation and warranty that is
qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates. 

SECTION 3. Effectiveness. This Amendment shall become effective on the date (the “Effective Date”) on which the
Administrative Agent shall have received counterparts hereof duly executed and delivered by the Company, Parent, Swiss Parent and Lenders constituting the Required Lenders. 

The Administrative Agent shall notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding. 

SECTION 4. Amendment Fee. In consideration of the Lenders’ agreements set forth herein, the Company agrees to pay to the
Administrative Agent, for the account of each Consenting Lender (as defined below), an amendment fee (the “Amendment Fee”) in an amount equal to 2.5 basis points (0.025%) of the amount of such Lender’s Commitment as in effect
at the time this Amendment becomes effective on the Effective Date. The Amendment Fee shall be fully-earned as of the Effective Date, payable on the first Business Day after the Effective Date and non-refundable. As used herein, “Consenting
Lender” means a Lender that executes and delivers to the Administrative Agent a signature page to this Amendment prior to 11:59 p.m. New York City time on August 28, 2015. 

SECTION 5. Applicable Law. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR
OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. 

SECTION 6. Counterparts. This Amendment may be executed in two or more counterparts, each of which shall constitute an original but all
of which when taken together shall constitute but one contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or electronic transmission shall be effective as delivery of a manually executed counterpart of
this Amendment. 
 SECTION 7. Expenses. The Company agrees to reimburse the Administrative Agent for all reasonable and documented
out-of-pocket expenses incurred by it in connection 







 
with this Amendment, including the reasonable fees, charges and disbursements of Cravath, Swaine & Moore LLP. 

SECTION 8. No Other Amendments; Confirmation. Except as expressly set forth herein, this Amendment shall not by implication or
otherwise limit, impair, constitute an amendment of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement, and shall not alter, modify, amend or in any way affect any of the terms,
conditions, obligations, guarantees, covenants or agreements contained in the Credit Agreement, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle the Company
to a consent to, or an amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement in similar or different circumstances. This Amendment shall apply and be
effective only with respect to the provisions of the Credit Agreement specifically referred to herein and shall constitute a Loan Document. 

SECTION 9. Headings. The Section headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect
the meaning hereof. 
 [Remainder of page intentionally left blank] 







 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. 
  

							
	PENTAIR FINANCE S.A.,
			
		 	by	 	 /s/ Benjamin Peric

		 		 	Name:	 	Benjamin Peric
		 		 	Title:	 	Director
	
	PENTAIR PLC,
			
		 	by	 	 /s/ Christopher Rush Oster

		 		 	Name:	 	Christopher Rush Oster
		 		 	Title:	 	Authorized Signatory
	
	PENTAIR INVESTMENTS SWITZERLAND GmbH,
			
		 	by	 	 /s/ Henning Wistorf

		 		 	Name:	 	Henning Wistorf
		 		 	Title:	 	Managing Director
			
		 	by	 	 /s/ Irena Kulis

		 		 	Name:	 	Irena Kulis
		 		 	Title:	 	Authorized Signatory
	
	BANK OF AMERICA, N.A., as Administrative Agent,
			
		 	by	 	 /s/ Anthea Del Bianco

		 		 	Name:	 	Anthea Del Bianco
		 		 	Title:	 	Vice President



  
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	BANK OF AMERICA MERRILL LYNCH INTERNATIONAL LIMITED, as Euro Swing Line Lender,
			
		 	by	 	 /s/ Gary Saint

		 		 	Name:	 	Gary Saint
		 		 	Title:	 	Director



  
 First Amendment 








 SIGNATURE PAGE TO 

FIRST AMENDMENT TO THE AMENDED AND 

RESTATED CREDIT AGREEMENT OF PENTAIR 

FINANCE S.A. 
  

							
	Name of Lender: Bank of America, N.A.
			
		 	by	 	 /s/ Christopher Wozniak

		 		 	Name:	 	Christopher Wozniak
		 		 	Title:	 	Vice President



  
 First Amendment 









 SIGNATURE PAGE TO 

FIRST AMENDMENT TO THE AMENDED AND 

RESTATED CREDIT AGREEMENT OF PENTAIR 

FINANCE S.A. 
  

 
							
	U.S. BANK NATIONAL ASSOCIATION, as US Swing Line Lender,
			
		 	by	 	 /s/ Edward B. Hanson

		 		 	Name:	 	Edward B. Hanson
		 		 	Title:	 	Vice President



  
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 SIGNATURE PAGE TO 

FIRST AMENDMENT TO THE AMENDED AND 

RESTATED CREDIT AGREEMENT OF PENTAIR 

FINANCE S.A. 
  

 
							
	Name of Lender: U.S. Bank National Association
			
		 	by	 	 /s/ Edward B. Hanson

		 		 	Name:	 	Edward B. Hanson
		 		 	Title:	 	Vice President



  
 First Amendment 









 SIGNATURE PAGE TO 

FIRST AMENDMENT TO THE AMENDED AND 

RESTATED CREDIT AGREEMENT OF PENTAIR 

FINANCE S.A. 
  

 
							
	Name of Lender: JPMORGAN CHASE BANK, N.A.
			
		 	by	 	 /s/ Suzanne Ergastolo

		 		 	Name:	 	Suzanne Ergastolo
		 		 	Title:	 	Vice President



  
 First Amendment 









 SIGNATURE PAGE TO 

FIRST AMENDMENT TO THE AMENDED AND 

RESTATED CREDIT AGREEMENT OF PENTAIR 

FINANCE S.A. 
  

 
							
	CITIBANK, N.A., Individually and as Issuing Bank,
			
		 	by	 	 /s/ Richard Rivera

		 		 	Name:	 	Richard Rivera
		 		 	Title:	 	Vice President



  
 First Amendment 









 SIGNATURE PAGE TO 

FIRST AMENDMENT TO THE AMENDED AND 

RESTATED CREDIT AGREEMENT OF PENTAIR 

FINANCE S.A. 
  

 
							
	Name of Lender: The Bank of Tokyo-Mitsubishi UFJ, Ltd.,
			
		 	by	 	 /s/ Mark Maloney

		 		 	Name:	 	Mark Maloney
		 		 	Title:	 	Authorized Signatory
			
		 	by1	 	  

		 		 	Name:	 	
		 		 	Title:	 	


  

	1 	For any Lender requiring a second signature line. 


  
 First Amendment 









 SIGNATURE PAGE TO 

FIRST AMENDMENT TO THE AMENDED AND 

RESTATED CREDIT AGREEMENT OF PENTAIR 

FINANCE S.A. 
  

 
							
	Name of Lender: WELLS FARGO BANK, NATIONAL ASSOCIATION,
			
		 	by	 	 /s/ Keith Luettel

		 		 	Name:	 	Keith Luettel
		 		 	Title:	 	Vice President



  
 First Amendment 









 SIGNATURE PAGE TO 

FIRST AMENDMENT TO THE AMENDED AND 

RESTATED CREDIT AGREEMENT OF PENTAIR 

FINANCE S.A. 
  

 
							
	DEUTSCHE BANK AG NEW YORK BRANCH, as a lender,
			
		 	by	 	 /s/ Ming K. Chu

		 		 	Name:	 	Ming K. Chu
		 		 	Title:	 	Vice President
			
		 	by	 	 /s/ Heidi Sandquist

		 		 	Name:	 	Heidi Sandquist
		 		 	Title:	 	Director



  
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 SIGNATURE PAGE TO 

FIRST AMENDMENT TO THE AMENDED AND 

RESTATED CREDIT AGREEMENT OF PENTAIR 

FINANCE S.A. 
  

 
							
	SANTANDER BANK, N.A.,
			
		 	by	 	 /s/ Thomas J. Devitt

		 		 	Name:	 	Thomas J. Devitt
		 		 	Title:	 	Senior Vice President



  
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 SIGNATURE PAGE TO 

FIRST AMENDMENT TO THE AMENDED AND 

RESTATED CREDIT AGREEMENT OF PENTAIR 

FINANCE S.A. 
  

 
							
	Name of Lender: BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH,
			
		 	by	 	 /s/ Luca Sacchi

		 		 	Name:	 	Luca Sacchi
		 		 	Title:	 	Managing Director
			
		 	by1	 	 /s/ Cristina Cignoli

		 		 	Name:	 	Cristina Cignoli
		 		 	Title:	 	Vice President


  

	1 	For any Lender requiring a second signature line. 


  
 First Amendment 









 SIGNATURE PAGE TO 

FIRST AMENDMENT TO THE AMENDED AND 

RESTATED CREDIT AGREEMENT OF PENTAIR 

FINANCE S.A. 
  

 
							
	Name of Lender: Bank of Montreal, London Branch,
			
		 	by	 	 /s/ Anthony Ebdon

		 		 	Name:	 	Anthony Ebdon
		 		 	Title:	 	Managing Director
			
		 	by1	 	 /s/ Lisa Rodriguez

		 		 	Name:	 	Lisa Rodriguez
		 		 	Title:	 	Managing Director


  

	1 	For any Lender requiring a second signature line. 


  
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 SIGNATURE PAGE TO 

FIRST AMENDMENT TO THE AMENDED AND 

RESTATED CREDIT AGREEMENT OF PENTAIR 

FINANCE S.A. 
  

 
							
	Name of Lender: BNP PARIBAS,
			
		 	by	 	 /s/ Brendan Heneghan

		 		 	Name:	 	Brendan Heneghan
		 		 	Title:	 	Director
			
		 	by1	 	 /s/ Ade Adedeji

		 		 	Name:	 	Ade Adedeji
		 		 	Title:	 	Vice President


  

	1 	For any Lender requiring a second signature line. 


  
 First Amendment 









 SIGNATURE PAGE TO 

FIRST AMENDMENT TO THE AMENDED AND 

RESTATED CREDIT AGREEMENT OF PENTAIR 

FINANCE S.A. 
  

 
							
	Name of Lender: ING Bank N.V., Dublin Branch,
			
		 	by	 	 /s/ Sean Hassett

		 		 	Name:	 	Sean Hassett
		 		 	Title:	 	Director
			
		 	by	 	 /s/ Shaun Hawley

		 		 	Name:	 	Shaun Hawley
		 		 	Title:	 	Vice President



  
 First Amendment 









 SIGNATURE PAGE TO 

FIRST AMENDMENT TO THE AMENDED AND 

RESTATED CREDIT AGREEMENT OF PENTAIR 

FINANCE S.A. 
  

 
							
	Name of Lender: Australia and New Zealand Banking Group Limited,
			
		 	by	 	 /s/ Robert Grillo

		 		 	Name:	 	Robert Grillo
		 		 	Title:	 	Director



  
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 SIGNATURE PAGE TO 

FIRST AMENDMENT TO THE AMENDED AND 

RESTATED CREDIT AGREEMENT OF PENTAIR 

FINANCE S.A. 
  

 
							
	Name of Lender: Bank of China, Los Angeles Branch,
			
		 	by	 	 /s/ Ruisong Zhao

		 		 	Name:	 	Ruisong Zhao
		 		 	Title:	 	Senior Vice President and Branch Manager
			
		 	by1	 	  

		 		 	Name:	 	
		 		 	Title:	 	


  

	1 	For any Lender requiring a second signature line. 


  
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 SIGNATURE PAGE TO 

FIRST AMENDMENT TO THE AMENDED AND 

RESTATED CREDIT AGREEMENT OF PENTAIR 

FINANCE S.A. 
  

 
							
	BARCLAYS BANK PLC,
			
		 	by	 	 /s/ Marguerite Sutton

		 		 	Name:	 	Marguerite Sutton
		 		 	Title:	 	Vice President



  
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 SIGNATURE PAGE TO 

FIRST AMENDMENT TO THE AMENDED AND 

RESTATED CREDIT AGREEMENT OF PENTAIR 

FINANCE S.A. 
  

 
							
	Name of Lender: The Northern Trust Company,
			
		 	by	 	 /s/ Molly Drennan

		 		 	Name:	 	Molly Drennan
		 		 	Title:	 	Senior Vice President
			
		 	by1	 	  

		 		 	Name:	 	
		 		 	Title:	 	


  

	1 	For any Lender requiring a second signature line. 


  
 First Amendment 









 SIGNATURE PAGE TO 

FIRST AMENDMENT TO THE AMENDED AND 

RESTATED CREDIT AGREEMENT OF PENTAIR 

FINANCE S.A. 
  

 
							
	Name of Lender: PNC Bank, National Association,
			
		 	by	 	 /s/ Michael Cortese

		 		 	Name:	 	Michael Cortese
		 		 	Title:	 	Vice President



  
 First Amendment 









 SIGNATURE PAGE TO 

FIRST AMENDMENT TO THE AMENDED AND 

RESTATED CREDIT AGREEMENT OF PENTAIR 

FINANCE S.A. 
  

 
							
	Name of Lender: Sumitomo Mitsui Banking Corporation,
			
		 	by	 	 /s/ James D. Weinstein

		 		 	Name:	 	James D. Weinstein
		 		 	Title:	 	Managing Director



  
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