To the Borrower 1: Xylem Holdings S.a r.l 11, Breedewues, L-1259 Senningerberg Attention: Board of Managers to the Borrower 2: Xylem International S.a r.l. 11, Breedewues, L-1259 Senningerberg Attention: Board of Managers to the Guarantor: Xylem Inc

by Xylem
July 30th, 2015



EXHIBIT 10.2


To the Borrower 1:

Xylem Holdings S.à r.l
11, Breedewues, L-1259 Senningerberg

Attention: Board of Managers


To the Borrower 2:

Xylem International S.à r.l.
11, Breedewues, L-1259 Senningerberg

Attention: Board of Managers

To the Guarantor:

Xylem Inc
1 International Drive,
Rye Brook, NY 10573, USA
Attention: General Counsel
DHL


Luxembourg, 20th April 2015         JUOps/MB/CAJ/jw/2015-1094



Subject:
XYLEM WATER TECHNOLOGIES (RSFF) (Serapis Nº 2012-0216, FI N° 81.921)

Finance contract between the European Investment Bank (the “Bank”) and Xylem Holdings S.à r.l. (as “Borrower 1”) and Xylem International S.à r.l. (as “Borrower 2”) and Xylem Inc. (as “Guarantor”), dated 14 December 2012 and as first amended and restated on 4 December 2013 and as amended on 28 June 2014 (the “Finance Contract”).

(Borrower 1, Borrower 2 and the Guarantor, collectively the “Parties”.)

Amendment




Dear Sirs,

Reference is made to your request to extend by a further 6 months the Final Availabilty Date.
Unless otherwise defined in this letter, defined terms used in the Finance Contract shall have the same meaning when used herein.
1.
Amendments
The Bank and the Parties agree that the definition of the Final Availability Date in the Finance Contract shall be amended to be 14 December 2015.






2.
Governing law
Articles 11.01 and 11.02 of the Finance Contract shall apply to this letter, mutatis mutandis, as if they were set out herein.

In order to indicate your agreement to the above, we kindly request you to initial each page of the five originals of this Letter (other than the signatory page) and to date and duly sign each of the five originals. Please return to us two originals at your earliest convenience, including evidence of authorisation of the signatories of the Parties to sign and execute this letter. You may each retain one original for your records.



Yours faithfully,
EUROPEAN INVESTMENT BANK


/s/ Hanna Karczewska            /s/Timo Kiiha
Hanna Karczewska            Timo Kiiha
Head of Division             Deputy Head of Division










Agreed and accepted for and on behalf of:
Xylem Holdings S.à r.l. (as Borrower 1)

    
/s/ Samir Patel     /s/ Danielle Kolbach    
Title: Manager        Manager
Date: May 4, 2015


Agreed and accepted for and on behalf of:
Xylem International S.à r.l. (as Borrower 2)


/s/ Samir Patel     /s/ Danielle Kolbach    
Title: Manager        Manager
Date: May 4, 2015


Agreed and accepted for and on behalf of:
Xylem Inc. (as Guarantor)


/s/ Samir Patel
Title: Corporate Vice President & Treasurer
Date: May 4, 2015