EX-4.2



 Exhibit 4.2 

EXECUTION VERSION 
 SECOND
AMENDMENT dated as of September 2, 2015 (this “Amendment”), to the AMENDED AND RESTATED CREDIT AGREEMENT dated as of October 3, 2014, as amended by the First Amendment dated as of August 28, 2015 (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 and 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 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. Definitions. Each capitalized definitional term used but not otherwise defined herein has the
meaning assigned to it in the Credit Agreement as amended hereby. For purposes of this Amendment: 
 “Existing
Lender” means each Person that is a Lender immediately prior to the effectiveness of this Amendment. 

“Increasing Lender” means any Lender the Commitment of which will increase as a result of the effectiveness of
this Amendment. 
 “New Lender” means any financial institution party hereto not a Lender immediately prior
to the effectiveness of this Amendment that will become a Lender as a result of the effectiveness of this Amendment. 
 SECTION 2.
Amendment. The Credit Agreement is hereby amended, effective as of the Effective Date (as defined in Section 3 below), as follows: 

(a) The definition of “Aggregate Commitments” is amended by deleting the amount “US$2,100,000,000” and
inserting in its place “US$2,500,000,000”. 
 (b) Schedule 2.1 to the Credit Agreement (“Commitments and Pro
Rata Shares”) is replaced by Schedule 2.1 hereto. 
 (c) The definition of “EBITDA” in Section 1.1 is
amended by deleting the word “and” immediately before clause “(e)” and inserting the following immediately after clause (e): 

“and (f) in addition to (but without duplication of) the fees, costs and expenses referred to in clause
(d) above, any fees, costs and expenses, in an aggregate amount not to exceed $50,000,000, incurred in connection with the ERICO Acquisition and any related incurrence, issuance, repayment or refinancing of Debt” 

(d) The definition of “Interest Period” in Section 1.1 is amended by replacing the phrase “one, three or
six months thereafter” with the phrase “one week, one month, three months or six months thereafter”. 







 SECTION 3. Effective Date Transactions. On the Effective Date: 

(a) Each financial institution party hereto that is not a party to the Credit Agreement immediately prior to the effectiveness
of this Amendment will become, and acquire all the rights and obligations of, a “Lender” for all purposes of the Credit Agreement with the Commitment set forth opposite its name in Schedule 2.1 hereto, and will have a participating
interest in each outstanding Swing Line Loan, and in the undrawn amount of each outstanding Letter of Credit, equal to its Pro Rata Share thereof. 

(b) In the event that any Committed Loans, L/C Borrowings or funded participations in Swing Line Loans shall be outstanding on
the Effective Date, (i) each Lender shall transfer to the Administrative Agent in same day funds an amount equal to the excess, if any, of (A) its Pro Rata Share (based on its Commitment after giving effect to this Amendment) of the
aggregate outstanding Committed Loans, L/C Borrowings and funded participations in Swing Line Loans over (B) the aggregate amount of its Committed Loans, L/C Borrowings and funded participations in Swing Line Loans immediately prior to the
effectiveness of this Amendment; (ii) the Administrative Agent will apply the funds received from Lenders pursuant to the preceding clause (i) to pay to each other Lender an amount equal to the excess of (A) the aggregate amount of
its Committed Loans, L/C Borrowings and funded participations in Swing Line Loans immediately prior to the effectiveness of this Amendment over (B) its Pro Rata Share (based on its Commitment after giving effect to this Amendment) of the
aggregate outstanding Committed Loans, L/C Borrowings and funded participations in Swing Line Loans, and the amounts so paid to each such other Lender will be applied to reduce the principal amounts of the Committed Loans, L/C Borrowings and funded
participations in Swing Line Loans of such Lender; and (iii) the Borrowers will pay (A) to the Administrative Agent, for the accounts of the Lenders, all interest and fees accrued under the Credit Agreement to the Effective Date (and the
Administrative Agent shall pay the amounts so received to the Lenders as their interests may appear) and (B) to each Lender referred to in clause (ii) above, the amount of any funding losses for which it demands compensation pursuant to
Section 3.5 of the Credit Agreement (and, solely for purposes of determining such amounts, the payment received by each such Lender in respect of its Committed Loans will be deemed to be a prepayment of such Loans on the Effective Date). 

SECTION 4. Representations and Warranties. The Company and the Guarantors, as applicable, hereby represents and warrants to the
Administrative Agent and the Lenders (including the parties hereto that will become Lenders on the Effective Date) that: 

(a) (i) the execution, delivery and performance of this Amendment, and of the Credit Agreement as amended hereby, by the
Company and the Guarantors have been duly authorized by all required corporate and stockholder action, (ii) this Amendment has been duly executed and delivered by the Company and the Guarantors and (iii) the Credit Agreement, as amended
hereby, constitutes the legal, valid and binding obligation of the Loan Parties, enforceable against the 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); 

  
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 (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 Loan Parties 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 5. Effectiveness. This Amendment shall become effective on the date (the “Effective Date”) on which each of
the following conditions is satisfied: 
 (a) The Administrative Agent shall have received counterparts hereof duly executed
and delivered by the Company, each Guarantor, each Increasing Lender, each New Lender and Existing Lenders constituting at least the Required Lenders (based on the Commitments in effect immediately prior to the effectiveness of this Amendment), and
the Administrative Agent shall have acknowledged this Amendment. 
 (b) The Administrative Agent shall have received such
documents and certificates as the Administrative Agent or its counsel may reasonably request relating to the organization, existence and good standing of the Company and each other Loan Party, the authorization of the transactions contemplated
hereby and any other legal matters relating to the Loan Parties or such transactions, all in form and substance reasonably satisfactory to the Administrative Agent and its counsel. 

(c) The Administrative Agent shall have received a favorable written opinion (addressed to the Administrative Agent, the
Lenders and the Issuing Banks and dated the Effective Date) of each of (i) Angela D. Lageson, Senior Vice President and General Counsel of the Company, (ii) Foley & Lardner LLP, New York counsel for the Loan Parties, and
(iii) Allen & Overy société en commandite simple, Luxembourg counsel for the Company, in each case in a form reasonably satisfactory to the Administrative Agent and covering such matters relating to this Amendment,
the Credit Agreement as amended hereby and the transactions contemplated hereby as the Administrative Agent or the Required Lenders shall reasonably request. Each Loan Party hereby requests such counsel to deliver such opinions. 

  
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 (d) The Administrative Agent shall have received a certificate of a Financial
Officer of Parent confirming the accuracy of the representations and warranties set forth in Section 4(b) and 4(c). 

(e) The Administrative Agent shall have received reimbursement or payment of all out-of-pocket expenses required to be
reimbursed or paid by the Company under Section 9, to the extent invoiced to the Company at least two Business Days prior to the Effective Date. 
 The
Administrative Agent shall notify the Company and the Lenders of the Effective Date, and such notice shall be conclusive and binding. 

SECTION 6. Fees for Increased Commitments. In consideration of the increased Commitments provided for herein, the Company agrees to pay
to the Administrative Agent, for the account of each Increasing Lender and New Lender, an upfront fee equal to 0.125% of the amount by which the Commitment of such Increasing Lender or New Lender immediately after the effectiveness of this Amendment
exceeds its Commitment (if any) immediately prior to such effectiveness. 
 SECTION 7. 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 8. 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 9. 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 10. 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, 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 Loan Parties to a
consent to, or an amendment, modification or other change of, any of the terms, conditions, obligations, covenants 

  
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or agreements contained in the Credit Agreement in similar or different circumstances. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement, and
the representations and warranties set forth herein shall be deemed for all purposes to be representations and warranties in the Credit Agreement. 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 11. Reaffirmation. By executing this
Amendment, each Guarantor reaffirms its Guarantee under Article X of the Credit Agreement and agrees that it will apply to the obligations of the Borrowers under the Credit Agreement as amended hereby. 

SECTION 12. 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] 

  
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 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., individually and as Administrative Agent and Issuing Bank,
			
		 	by	 	 /s/ Christopher Wozniak

		 		 	Name:	 	Christopher Wozniak
		 		 	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


  

							
	JPMORGAN CHASE BANK, N.A., individually and as Issuing Bank,
			
		 	by	 	 /s/ Suzanne Ergastolo

		 		 	Name:	 	Suzanne Ergastolo
		 		 	Title:	 	Vice President


  

							
	CITIBANK, N.A., individually and as Issuing Bank,
			
		 	by	 	 /s/ Susan M. Olsen

		 		 	Name:	 	Susan M. Olsen
		 		 	Title:	 	Vice President


  

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

		 		 	Name:	 	Edward B. Hanson
		 		 	 Title:
	 	Vice President



  
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	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD., individually and as Issuing Bank,
			
		 	by	 	 /s/ Mark Maloney

		 		 	Name:	 	Mark Maloney
		 		 	Title:	 	Authorized Signatory



  
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 SIGNATURE PAGE TO 

SECOND AMENDMENT TO THE AMENDED AND 

RESTATED CREDIT AGREEMENT OF PENTAIR 

FINANCE S.A. 
  

							
	Name of Lender:
			
		 	By:	 	HSBC Bank USA, N.A.
			
		 		 	 /s/ Fik Durmus

		 		 	Name:	 	Fik Durmus
		 		 	Title:	 	Senior Vice President



  
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 SIGNATURE PAGE TO 

SECOND 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



  
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 SIGNATURE PAGE TO 

SECOND 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 

SECOND 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 

SECOND 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. 


  
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 SIGNATURE PAGE TO 

SECOND 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 

SECOND 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. 


  
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 SIGNATURE PAGE TO 

SECOND 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



  
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 SIGNATURE PAGE TO 

SECOND 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 

SECOND 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 

SECOND 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 

SECOND AMENDMENT TO THE AMENDED AND 

RESTATED CREDIT AGREEMENT OF PENTAIR 

FINANCE S.A. 
  

 
							
	Name of Lender: INTESA SANPAOLO S.p.A.
			
		 	by	 	 /s/ Manuela Insana

		 		 	Name:	 	Manuela Insana
		 		 	Title:	 	Vice President
			
		 	by1	 	 /s/ Francesco Di Mario

		 		 	Name:	 	Francesco Di Mario
		 		 	Title:	 	First Vice President


  

	1	For any Lender requiring a second signature line. 


  
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 SIGNATURE PAGE TO 

SECOND 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. 


  
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 SIGNATURE PAGE TO 

SECOND 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



  
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 SIGNATURE PAGE TO 

SECOND 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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 Schedule 2.1 
  

									
	 Lender
	  	Commitment	 	  	Pro Rata Share	 
	 Bank of America, N.A.
	  	$	242,000,000	  	  	 	9.7	% 
	 JPMorgan Chase, N.A.
	  	$	242,000,000	  	  	 	9.7	% 
	 U.S. Bank National Association
	  	$	242,000,000	  	  	 	9.7	% 
	 Citibank, N.A.
	  	$	242,000,000	  	  	 	9.7	% 
	 The Bank of Tokyo-Mitsubishi UFJ, Ltd.
	  	$	242,000,000	  	  	 	9.7	% 
	 HSBC Bank USA, N.A.
	  	$	150,000,000	  	  	 	6.0	% 
	 Wells Fargo Bank, National Association
	  	$	150,000,000	  	  	 	6.0	% 
	 Deutsche Bank AG, New York Branch
	  	$	110,000,000	  	  	 	4.4	% 
	 Santander Bank, N.A.
	  	$	110,000,000	  	  	 	4.4	% 
	 Banco BilbaoVizcaya Argentaria, S.A. New York Branch
	  	$	90,000,000	  	  	 	3.6	% 
	 Bank of Montreal, London Branch
	  	$	90,000,000	  	  	 	3.6	% 
	 BNP Paribas
	  	$	90,000,000	  	  	 	3.6	% 
	 ING Bank N.V., Dublin Branch
	  	$	90,000,000	  	  	 	3.6	% 
	 Australia and New Zealand Banking Group Limited
	  	$	60,000,000	  	  	 	2.4	% 
	 Bank of China, Los Angeles Branch
	  	$	60,000,000	  	  	 	2.4	% 
	 Intesa Sanpaolo S.p.A., New York Branch
	  	$	60,000,000	  	  	 	2.4	% 
	 The Northern Trust Company
	  	$	60,000,000	  	  	 	2.4	% 
	 PNC Bank, National Association
	  	$	60,000,000	  	  	 	2.4	% 
	 Sumitomo Mitsui Banking Corporation
	  	$	60,000,000	  	  	 	2.4	% 
	 Barclays Bank PLC
	  	$	50,000,000	  	  	 	2.0	% 
		  	  
	  
	 	  	  
	  
	 
	 Total
	  	$	2,500,000,000	  	  	 	100.00	% 
		  	  
	  
	 	  	  
	  
	 


  
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