Exhibit 10.1


 


EXECUTION COPY


 


AMENDMENT NO. 1 TO THE

CREDIT AGREEMENT


 


Dated as of September 30, 2015


 


AMENDMENT NO. 1 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 (the “Credit Agreement”).
Capitalized terms not otherwise defined in this Amendment have the same meanings as specified in the Credit Agreement.


 


(2) 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 2, hereby amended as follows:


 


(a) Section 2.01(a) is amended
by deleting in full the following sentence:


 


Notwithstanding anything herein
to the contrary, no Revolving Credit Borrowing may be made in a Major Currency if, after giving effect to the making of such Revolving
Credit Borrowing, the Equivalent in Dollars of the aggregate amount of outstanding Revolving Credit Advances denominated in Major
Currencies, together with the Equivalent in Dollars of the aggregate amount of outstanding Competitive Bid Advances denominated
in Foreign Currencies, would exceed $500,000,000.


 


(b) Section 2.03(a) is amended
by deleting in full the following sentence.


 


Notwithstanding anything herein
to the contrary, no Competitive Bid Borrowing may be made in a Foreign Currency if, after giving effect to the making of such Competitive
Bid Borrowing, the Equivalent in Dollars of the aggregate amount of outstanding Competitive Bid Advances denominated in Foreign
Currencies, together with the Equivalent in Dollars of the aggregate amount of outstanding Revolving Credit Advances denominated
in Major Currencies, would exceed $500,000,000.


 


(c) Section 2.10(b)(ii) is
deleted in full.




    	 



    	



    


SECTION
2. 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
3. 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
4. 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
5. 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
6. 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
7. 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 as a Lender
	 	 	 	 
	 	By:	/s/ Susan M. Olsen	 
	 	Name:	Susan M. Olsen	 
	 	Title:	Vice President	 
	 	 	 	 
	 	JPMORGAN CHASE BANK, N.A.
	 	 	 	 
	 	By:	/s/ Richard W. Duker	 
	 	Name:	Richard W. Duker	 
	 	Title:	Managing Director	 
	 	 	 	 
	 	BANK OF AMERICA, N.A.
	 	 	 	 
	 	By:	/s/ Lindsay Kim	 
	 	Name:	Lindsay Kim	 
	 	Title:	Vice President	 
	 	 	 	 
	 	BARCLAYS BANK PLC
	 	 	 	 
	 	By:	/s/ Christopher R. Lee	 
	 	Name:	Christopher R. Lee	 
	 	Title:	Vice President	 
	 	 	 	 
	 	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:	Director	 




    	 



    	



    

	 	GOLDMAN SACHS BANK USA
	 	 	 	 
	 	By:	/s/ Jamie Minieri	 
	 	Name:	Jamie Minieri	 
	 	Title:	Authorized Signatory	 
	 	 	 	 
	 	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
	 	 	 	 
	 	By:	/s/ Maria Iarriccio	 
	 	Name:	Maria Iarriccio	 
	 	Title:	Director	 
	 	 	 	 
	 	MORGAN STANLEY BANK, N.A.
	 	 	 	 
	 	By:	/s/ Jason Lipschitz	 
	 	Name:	Jason Lipschitz	 
	 	Title:	Authorized Signatory	 
	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION
	 	 	 	 
	 	By:	/s/ James Travagline	 
	 	Name:	James Travagline	 
	 	Title:	Director	 
	 	 	 	 
	 	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	 
	 	 	 	 
	 	BNP PARIBAS
	 	 	 	 
	 	By:	/s/ Angela Bentley Arnold	 
	 	Name:	Angela Bentley Arnold	 
	 	Title:	Managing Director	 
	 	 	 	 
	 	By:	/s/ Kwang Kyun Choi	 
	 	Name:	Kwang Kyun Choi	 
	 	Title:	Vice President	 




    	 



    	



    

	 	HSBC BANK USA, NATIONAL ASSOCIATION
	 	 	 	 
	 	By:	/s/ Patrick Mueller	 
	 	Name:	Patrick Mueller	 
	 	Title:	Director	 
	 	 	 	 
	 	INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH
	 	 	 	 
	 	By:	/s/ Peitao Chen	 
	 	Name:	Peitao Chen	 
	 	Title:	Deputy General Manager	 
	 	 	 	 
	 	INTESA SANPAOLO S.P.A., NEW YORK BRANCH
	 	 	 	 
	 	By:	/s/ Jordan Schweon	 
	 	Name:	Jordan Schweon	 
	 	Title:	Global Relationship Manager	 
	 	 	 	 
	 	By:	/s/ Francesco Di Mario	 
	 	Name:	Francesco Di Mario	 
	 	Title:	FVP, Credit Manager	 
	 	 	 	 
	 	MIZUHO BANK, LTD.
	 	 	 	 
	 	By:	/s/ Donna DeMagistris	 
	 	Name:	Donna DeMagistris	 
	 	Title:	Authorized Signatory	 
	 	 	 	 
	 	ROYAL BANK OF CANADA
	 	 	 	 
	 	By:	/s/ Kevin Flynn	 
	 	Name:	Kevin Flynn	 
	 	Title:	Authorized Signatory	 
	 	 	 	 
	 	SOCIETE GENERALE
	 	 	 	 
	 	By:	/s/ Linda Tam	 
	 	Name:	Linda Tam	 
	 	Title:	Director	 




    	 



    	



    

	 	STANDARD CHARTERED BANK
	 	 	 	 
	 	By:	/s/ Felipe Macia	 
	 	Name:	Felipe Macia	 
	 	Title:	Managing Director	 
	 	 	 	 
	 	By:	/s/ Hsing H. Huang	 
	 	Name:	Hsing H. Huang	 
	 	Title:	Associate Director	 
	 	 	 	 
	 	SUMITOMO MITSUI BANKING CORPORATION
	 	 	 	 
	 	By:	/s/ David W. Kee	 
	 	Name:	David W. Kee	 
	 	Title:	Managing Director	 
	 	 	 	 
	 	THE NORTHERN TRUST COMPANY
	 	 	 	 
	 	By:	/s/ Andrew Holtz	 
	 	Name:	Andrew Holtz	 
	 	Title:	Senior Vice President	 
	 	 	 	 
	 	THE ROYAL BANK OF SCOTLAND PLC
	 	 	 	 
	 	By:	/s/ Jeannine Pascal	 
	 	Name:	Jeannine Pascal	 
	 	Title:	Vice President	 
	 	 	 	 
	 	TORONTO DOMINION (TEXAS) LLC
	 	 	 	 
	 	By:	/s/ Rayan Karim	 
	 	Name:	Rayan Karim	 
	 	Title:	Authorized Signatory	 
	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION
	 	 	 	 
	 	By:	/s/ Mark Irey	 
	 	Name:	Mark Irey	 
	 	Title:	Vice President	 




    	 



    	



    

	 	AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED
	 	 	 	 
	 	By:	/s/ Robert Grillo	 
	 	Name:	Robert Grillo	 
	 	Title:	Director	 
	 	 	 	 
	 	BANK OF CHINA, NEW YORK BRANCH
	 	 	 	 
	 	By:	/s/ Haifeng Xu	 
	 	Name:	Haifeng Xu	 
	 	Title:	Executive Vice President	 
	 	 	 	 
	 	BAYERISCHE LANDESBANK, NEW YORK BRANCH
	 	 	 	 
	 	By:	/s/ Matthew DeCarlo	 
	 	Name:	Matthew DeCarlo	 
	 	Title:	Senior Director	 
	 	 	 	 
	 	By:	/s/ Elke Videgain	 
	 	Name:	Elke Videgain	 
	 	Title:	Vice President	 
	 	 	 	 
	 	CREDIT AGRICOLE CORPORATE & INVESTMENT BANK
	 	 	 	 
	 	By:	/s/ Mark Koneval	 
	 	Name:	Mark Koneval	 
	 	Title:	Managing Director	 
	 	 	 	 
	 	By:	/s/ Gordon Yip	 
	 	Name:	Gordon Yip	 
	 	Title:	Director	 
	 	 	 	 
	 	DANSKE BANK A/S
	 	 	 	 
	 	By:	/s/ Bjarne Madsen	 
	 	Name:	Bjarne Madsen	 
	 	Title:	Senior Loan Manager	 
	 	 	 	 
	 	By:	/s/ Gert Carstens	 
	 	Name:	Gert Carstens	 
	 	Title:	Senior Loan Manager	 




    	 



    	



    

	 	DBS BANK LTD.
	 	 	 	 
	 	By:	/s/ Jacqueline Tan	 
	 	Name:	Jacqueline Tan	 
	 	Title:	Senior Vice President	 
	 	 	 	 
	 	LLOYDS BANK PLC
	 	 	 	 
	 	By:	/s/ Erin Doherty	 
	 	Name:	Erin Doherty	 
	 	Title:	Assistant Vice President	 
	 	 	 	 
	 	By:	/s/ Julia R. Franklin	 
	 	Name:	Julia R. Franklin	 
	 	Title:	Vice President	 
	 	 	 	 
	 	SANTANDER BANK, N.A.
	 	 	 	 
	 	By:	/s/ William Maag	 
	 	Name:	William Maag	 
	 	Title:	Managing Director	 
	 	 	 	 
	 	THE BANK OF NEW YORK MELLON
	 	 	 	 
	 	By:	/s/ David Wirl	 
	 	Name:	David Wirl	 
	 	Title:	Managing Director	 
	 	 	 	 
	 	THE BANK OF NOVA SCOTIA
	 	 	 	 
	 	By:	/s/ Michelle Phillips	 
	 	Name:	Michelle Phillips	 
	 	Title:	Director	 
	 	 	 	 
	 	UNICREDIT BANK AG, NEW YORK BRANCH
	 	 	 	 
	 	By:	/s/ Ken Hamilton	 
	 	Name:	Ken Hamilton	 
	 	Title:	Managing Director	 
	 	 	 	 
	 	By:	/s/ Betsy Hudson	 
	 	Name:	Betsy Hudson	 
	 	Title:	Associate Director	 




    	 



    	



    

	 	WESTPAC BANKING CORPORATION
	 	 	 	 
	 	By:	/s/ Richard Yarnold	 
	 	Name:	Richard Yarnold	 
	 	Title:	Senior Relationship Manager