AMENDMENT NO. 3 TO THE CREDIT AGREEMENT
Exhibit 10.2
EXECUTION COPY
AMENDMENT NO. 3 TO THE
CREDIT AGREEMENT
Dated as of April 28, 2017
AMENDMENT NO. 3 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 and by Amendment No. 2 dated as of April 29, 2016 (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, 2021 to April 28, 2022.
(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) The definition of “Issuing Bank” in Section 1.01 is replaced in its entirety with the following:
“Issuing Bank” means each Lender that expressly agrees to perform in accordance with their terms all of the obligations that by the terms of this Agreement are required to be performed by it as an Issuing Bank and notifies the Administrative Agent of its Letter of Credit Commitment and its Applicable Lending Office (which information shall be recorded by the Administrative Agent in the Register), for so long as such Lender shall have a Letter of Credit Commitment.
(b) The definition of “Letter of Credit Commitment” in Section 1.01 is replaced in its entirety with the following:
“Letter of Credit Commitment” means, with respect to each Issuing Bank at any time, the obligation of such Issuing Bank to issue Letters of Credit to any Borrower in the amount set forth for such Issuing Bank in the Register maintained by the Administrative Agent pursuant to Section 9.06(c) as such Issuing Bank’s “Letter of Credit
Commitment”, as such amount may be reduced prior to such time pursuant to Section 2.06.
(c) The definition of “S&P” in Section 1.01 is amended by deleting the first reference therein to “Standard & Poor’s” and substituting therefor the phrase “S&P Global Ratings”.
(d) Section 2.19(a) is amended by deleting the phrase “any anniversary of the Restatement Date” and substituting therefor the phrase “any anniversary of April 28, 2017”.
(e) Schedule I is amended by deleting the column “Letter of Credit Commitment”.
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 to April 28, 2022, effective as of the date first above written. 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 (i) the date to which the Commitments are extended, (ii) the time frames in respect of the Company’s request for an extension of the Termination Date and (iii) the date by which Consenting Lenders submit responses, which provisions are hereby waived.
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 and an Initial Lender
By: /s/ Susan M. Olsen
Name: Susan M. Olsen
Title: Vice President
SIGNATURE PAGE
CONSENT to Amendment No. 3 dated as of April 28, 2017, 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. 3 dated as of April 28, 2017, 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. 3 dated as of April 28, 2017, 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. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.
BARCLAYS BANK PLC
by
/s/ Craig Malloy
Name: Craig Malloy
Title: Director
CONSENT to extension of Termination Date:
BARCLAYS BANK PLC
by
/s/ Craig Malloy
Name: Craig Malloy
Title: Director
SIGNATURE PAGE
CONSENT to Amendment No. 3 dated as of April 28, 2017, 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
/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
/s/ Virginia Cosenza
Name: Virginia Cosenza
Title: Vice President
SIGNATURE PAGE
CONSENT to Amendment No. 3 dated as of April 28, 2017, 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/ Ryan Durkin
Name: Ryan Durkin
Title: Authorized Signatory
CONSENT to extension of Termination Date:
GOLDMAN SACHS BANK USA
by
/s/ Ryan Durkin
Name: Ryan Durkin
Title: Authorized Signatory
SIGNATURE PAGE
CONSENT to Amendment No. 3 dated as of April 28, 2017, 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. 3 dated as of April 28, 2017, 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. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.
WELLS FARGO BANK, NATIONAL ASSOCIATION
by
/s/ Ashley Walsh
Name: Ashley Walsh
Title: Director
CONSENT to extension of Termination Date:
WELLS FARGO BANK, NATIONAL ASSOCIATION
by
/s/ Ashley Walsh
Name: Ashley Walsh
Title: Director
SIGNATURE PAGE
CONSENT to Amendment No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.
BANCO BILBAO VISCAYA ARGENTARIA, S.A. NEW YORK BRANCH
by
/s/ Brian Crowley
Name: Brian Crowley
Title: Managing Director
by
/s/ Cara Younger
Name: Cara Younger
Title: Director
CONSENT to extension of Termination Date:
BANCO BILBAO VISCAYA ARGENTARIA, S.A. NEW YORK BRANCH
by
/s/ Brian Crowley
Name: Brian Crowley
Title: Managing Director
by
/s/ Cara Younger
Name: Cara Younger
Title: Director
SIGNATURE PAGE
CONSENT to Amendment No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.
BNP PARIBAS
by
/s/ Nader Tannous
Name: Nader Tannous
Title: Managing Director
CONSENT to extension of Termination Date:
BNP PARIBAS
by
/s/ Todd Grossnickle
Name: Todd Grossnickle
Title: Director
SIGNATURE PAGE
CONSENT to Amendment No. 3 dated as of April 28, 2017, 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/ Patrick Mueller
Name: Patrick Mueller
Title: Director
CONSENT to extension of Termination Date:
HSBC BANK USA, N.A.
by
/s/ Patrick Mueller
Name: Patrick Mueller
Title: Director
SIGNATURE PAGE
CONSENT to Amendment No. 3 dated as of April 28, 2017, 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/ Pin-Yen Shih
Name: Pin-Yen Shih
Title: Executive Director
by
/s/ Michael D’Anna
Name: Michael D’Anna
Title: Executive Director
CONSENT to extension of Termination Date:
INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH
by
/s/ Pin-Yen Shih
Name: Pin-Yen Shih
Title: Executive Director
by
/s/ Michael D’Anna
Name: Michael D’Anna
Title: Executive Director
SIGNATURE PAGE
CONSENT to Amendment No. 3 dated as of April 28, 2017, 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. 3 dated as of April 28, 2017, 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/ Brij Grewal
Name: Brij Grewal
Title: Authorized Signatory
CONSENT to extension of Termination Date:
ROYAL BANK OF CANADA
by
/s/ Brij Grewal
Name: Brij Grewal
Title: Authorized Signatory
SIGNATURE PAGE
CONSENT to Amendment No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.
SOCIETE GENERALE
by
/s/ Shelley Yu
Name: Shelley Yu
Title: Director
CONSENT to extension of Termination Date:
SOCIETE GENERALE
by
/s/ Shelley Yu
Name: Shelley Yu
Title: Director
SIGNATURE PAGE
CONSENT to Amendment No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.
STANDARD CHARTERED BANK
by
/s/ Daniel Mattern
Name: Daniel Mattern
Title: Associate Director
CONSENT to extension of Termination Date:
STANDARD CHARTERED BANK
by
/s/ Daniel Mattern
Name: Daniel Mattern
Title: Associate Director
SIGNATURE PAGE
CONSENT to Amendment No. 3 dated as of April 28, 2017, 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/ Katsuyuki Kubo
Name: Katsuyuki Kubo
Title: Managing Director
CONSENT to extension of Termination Date:
SUMITOMO MITSUI BANKING CORPORATION
by
/s/ Katsuyuki Kubo
Name: Katsuyuki Kubo
Title: Managing Director
SIGNATURE PAGE
CONSENT to Amendment No. 3 dated as of April 28, 2017, 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. 3 dated as of April 28, 2017, 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/ Simon Hamill
Name: Simon Hamill
Title: Director
CONSENT to extension of Termination Date:
THE ROYAL BANK OF SCOTLAND PLC
by
/s/ Simon Hamill
Name: Simon Hamill
Title: Director
SIGNATURE PAGE
CONSENT to Amendment No. 3 dated as of April 28, 2017, 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. 3 dated as of April 28, 2017, 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. 3 dated as of April 28, 2017, 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. 3 dated as of April 28, 2017, 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/ Raymond Qiao
Name: Raymond Qiao
Title: Managing Director
CONSENT to extension of Termination Date:
BANK OF CHINA, NEW YORK BRANCH
by
/s/ Raymond Qiao
Name: Raymond Qiao
Title: Managing Director
SIGNATURE PAGE
CONSENT to Amendment No. 3 dated as of April 28, 2017, 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. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
by
/s/ Michael Madnick
Name: Michael Madnick
Title: Managing Director
by
/s/ Alistair Anderson
Name: Alistair Anderson
Title: Vice President
CONSENT to extension of Termination Date:
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
by
/s/ Michael Madnick
Name: Michael Madnick
Title: Managing Director
by
/s/ Alistair Anderson
Name: Alistair Anderson
Title: Vice President
SIGNATURE PAGE
CONSENT to Amendment No. 3 dated as of April 28, 2017, 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/ Christian Roed Christensen
Name: Christian Roed Christensen
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/ Christian Roed Christensen
Name: Christian Roed Christensen
Title: Senior Loan Manager
SIGNATURE PAGE
CONSENT to Amendment No. 3 dated as of April 28, 2017, 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. 3 dated as of April 28, 2017, 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/ Alejandro Zela
Name: Alejandro Zela
Title: Associate
by
/s/ Paloma Garcia
Name: Paloma Garcia
Title: Vice President
CONSENT to extension of Termination Date:
BANCO SANTANDER, S.A.
by
/s/ Alejandro Zela
Name: Alejandro Zela
Title: Associate
by
/s/ Paloma Garcia
Name: Paloma Garcia
Title: Vice President
SIGNATURE PAGE
CONSENT to Amendment No. 3 dated as of April 28, 2017, 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/ Daniel Koller
Name: Daniel Koller
Title: Authorized Signatory
CONSENT to extension of Termination Date:
THE BANK OF NEW YORK MELLON CORPORATION
by
/s/ Daniel Koller
Name: Daniel Koller
Title: Authorized Signatory
SIGNATURE PAGE
CONSENT to Amendment No. 3 dated as of April 28, 2017, 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. 3 dated as of April 28, 2017, 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/ Eleni Athanasatos
Name: Eleni Athanasatos
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/ Eleni Athanasatos
Name: Eleni Athanasatos
Title: Associate Director
SIGNATURE PAGE
CONSENT to Amendment No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH
by
/s/ Andrew R. Campbell
Name: Andrew R. Campbell
Title: Authorized Signatory
by
/s/ Dominic Sorresso
Name: Dominic Sorresso
Title: Associate Director
CONSENT to extension of Termination Date:
CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK BRANCH
by
/s/ Andrew R. Campbell
Name: Andrew R. Campbell
Title: Authorized Signatory
by
/s/ Dominic Sorresso
Name: Dominic Sorresso
Title: Associate Director
SIGNATURE PAGE
CONSENT to Amendment No. 3 dated as of April 28, 2017, to the Amended and Restated Five Year Credit Agreement dated as of July 10, 2015 of HONEYWELL INTERNATIONAL INC.
WESTPAC BANKING CORPORATION
by
/s/ Richard Yarnold
Name: Richard Yarnold
Title: Director
CONSENT to extension of Termination Date:
WESTPAC BANKING CORPORATION
by
/s/ Richard Yarnold
Name: Richard Yarnold
Title: Director
