EX-10.6 5 ex1062017plc10-k.htm EXHIBIT 10.6
EXHIBIT 10.6
EXECUTION COPY
LETTER AMENDMENT No. 2
Dated as of August 10, 2017
To the banks, financial institutions and other institutional lenders (collectively, the “Lenders”) parties to the Credit Agreement referred to below and to Citibank, N.A., as agent (the “Administrative Agent”) for the Lenders
Ladies and Gentlemen:
We refer to the Multi-Year Senior Unsecured Credit Agreement dated as of March 10, 2016 (as amended by Letter Amendment No. 1 dated as of September 1, 2016, the “Credit Agreement”) among the undersigned and you. Capitalized terms not otherwise defined in this Letter Amendment have the same meanings as specified in the Credit Agreement.
It is hereby agreed by you and us as follows:
The Credit Agreement is, effective as of the date of this Letter Amendment, hereby amended as follows:
(a)The definition of “Interest Period: in Section 1.01 is amended by (i) by deleting the phrase “ending on the date that is one, two, three or six months” and substituting therefor the phrase “ending on the date that is one week or one, two, three or six months” and (ii) by adding in clause (a) thereof immediately after the phrase “the next succeeding Business Day unless” the phrase “, in the case of an Interest Period of one or more whole months,”.
(b)Section 5.01(a) is amended by deleting the phrase “setting forth in each case in comparative form the figures for the previous fiscal year,”.
This Letter Amendment shall become effective as of the date first above written when, and only when, on or before August 10, 2017, the Administrative Agent shall have received counterparts of this Letter Amendment executed by the undersigned and the Required Lenders. This Letter Amendment is a Loan Document and is subject to the provisions of Section 9.02 of the Credit Agreement.
On and after the effectiveness of this Letter 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 Letter Amendment.
The Credit Agreement, the Notes and each of the other Loan Documents, as specifically amended by this Letter Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Letter Amendment

shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.
If you agree to the terms and provisions hereof, please evidence such agreement by executing and returning a counterpart of this Letter Amendment to Susan L. Hobart, shobart@shearman.com.
This Letter 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 one and the same agreement. Delivery of an executed counterpart of a signature page to this Letter Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Letter Amendment.

This Letter Amendment shall be governed by, and construed in accordance with, the laws of the State of New York.
Very truly yours,
TYCO INTERNATIONAL HOLDING S.ÀR.L.

By: | /s/ Peter Schieser Name: Peter Schieser Title: General Manager

CITIBANK, N.A., as Administrative Agent
By: /s/ Sameer Nanabhai
Name: Sameer Nanabhai
Title: Vice President

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Multi-Year Unsecured Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: CITIBANK, N.A.
By: /s/ Sameer Nanabhai
Name: Sameer Nanabhai
Title: Vice President

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Multi-Year Unsecured Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: BANK OF AMERICA N.A.
By: /s/ Christopher Wozniak
Name: Christopher Wozniak
Title: Director

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Multi-Year Unsecured Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: JPMORGAN CHASE BANK, N.A.
By: /s/ Robert P. Kellas
Name: Robert P. Kellas
Title: Executive Director

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Multi-Year Unsecured Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: WELLS FARGO BANK, N.A.
By: /s/ Charles W. Reed
Name: Charles W. Reed
Title: Managing Director

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Multi-Year Unsecured Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: BARCLAYS BANK PLC
By: /s/ Vanessa Kurbatskiy
Name: Vanessa Kurbatskiy
Title: Assistant Vice President

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Multi-Year Unsecured Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: COMMERZBANK AG, NEW YORK BRANCH
By: /s/ Michael Ravelo
Name: Michael Ravelo
Title: Managing Director
By: /s/ Tak Cheng
Name: Tak Cheng
Title: Assistant Vice President

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Multi-Year Unsecured Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: CRÉDIT AGRICOLE CORPORATE AND INVESTMENT BANK
By: /s/ Jill Wong
Name: Jill Wong
Title: Director
By: /s/ Gordon Yip
Name: Gordon Yip
Title: Director

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Multi-Year Unsecured Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: DANSKE BANK A/S
By: /s/ Merete Ryvald
Name: Merete Ryvald
Title: Chief Loan Manager
By: /s/ Jørgen Linnet
Name: Jørgen Linnet
Title: Chief Loan Manager

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Multi-Year Unsecured Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: INTESA SANPAOLO BANK LUXEMBOURG S.A.
By: /s/ Antonio Greppi
Name: Antonio Greppi
Title: Head of Corporate & Financial Institutions
By: /s/ Paulo Enrico Pernice
Name: Paulo Enrico Pernice
Title: Chief Financial Officer

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Multi-Year Unsecured Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: THE BANK OF NEW YORK MELLON CORPORATION
By: /s/ Daniel Koller
Name: Daniel Koller
Title: Authorized Signatory

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Multi-Year Unsecured Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.
By: /s/ Thomas Danielson
Name: Thomas Danielson
Title: Authorized Signatory

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Multi-Year Unsecured Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: U.S. BANK NATIONAL ASSOCIATION
By: /s/ Monica A. Stariha
Name: Monica A. Stariha
Title: Vice President

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Multi-Year Unsecured Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: UNICREDIT BANK AG, NEW YORK BRANCH
By: /s/ Peter Daugavietis
Name: Peter Daugavietis
Title: Associate Director
By: /s/ Ken Hamilton
Name: Ken Hamilton
Title: Managing Director

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Multi-Year Unsecured Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: BANCO BILBAO VIZAYA ARTENTARIA, S.A. NEW YORK BRANCH
By: /s/ Cristina Cignoli
Name: Cristina Cignoli
Title: Director
By: /s/ Mauricio Benitez
Name: Mauricio Benitez
Title: Executive Director

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Multi-Year Unsecured Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: GOLDMAN SACHS BANK USA
By: /s/ Chris Lam
Name: Chris Lam
Title: Authorized Signatory

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Multi-Year Unsecured Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: ING BANK N.V., DUBLIN BRANCH
By: /s/ Sean Hassett
Name: Sean Hassett
Title: Director
By: /s/ Padraig Matthews
Name: Padraig Matthews
Title: Director

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Multi-Year Unsecured Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: TORONTO DOMINION (TEXAS) LLC
By: /s/ Annie Dorval
Name: Annie Dorval
Title: Authorized Signatory

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Multi-Year Unsecured Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: THE BANK OF NOVA SCOTIA
By: /s/ Diane Emanuel
Name: Diane Emanuel
Title: Managing Director & Co-Head

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Multi-Year Unsecured Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: THE NORTHERN TRUST COMPANY
By: /s/ Carol Zatorski
Name: Carol Zatorski
Title: Senior Vice President

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Multi-Year Unsecured Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: BNP PARIBAS
By: /s/ Pawel Zelezik
Name: Pawel Zelezik
Title: Vice President
By: /s/ Kwang Kyun Choi
Name: Kwang Kyun Choi
Title: Vice President

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Multi-Year Unsecured Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: WESTPAC BANKING CORPORATION
By: /s/ Richard Yarnold
Name: Richard Yarnold
Title: Director

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Multi-Year Unsecured Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: DEUTESCHE BANK AG NEW YORK BRANCH
By: /s/ Ming K. Chu
Name: Ming K. Chu
Title: Director
By: /s/ Virginia Cosenza
Name: Virginia Cosenza
Title: Vice President

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Multi-Year Unsecured Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: STANDARD CHARTERED BANK
By: /s/ Daniel Mattern
Name: Daniel Mattern
Title: Associate Director