EX-10.3 3 ex1032017plc10k.htm EXHIBIT 10.3
EXHIBIT 10.3
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 Term Loan 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 (b) 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 Term Loan Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: CHINA CITIC BANK INTERNATIONAL LTD., LOS ANGELES BRANCH
By: /s/ Chun Ye (by Desmond Chan)
Name: Chun Ye
Title: Branch Manager/Deputy Country Head U.S.A.

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Term Loan 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 Term Loan 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 Term Loan 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 Term Loan 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 Term Loan 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 Term Loan 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 Term Loan 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/ Paolo Enrico Pernice
Name: Paolo Enrico Pernice
Title: Chief Financial Officer

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Term Loan 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 Term Loan 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 Term Loan 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 Term Loan 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 Term Loan Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: BANCO BILBAO VIZCAYA ARGENTARIA, 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 Term Loan 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 Term Loan 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 Term Loan 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 Term Loan 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 Term Loan Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: BANK OF CHINA, NEW YORK BRANCH
By: /s/ Raymond Qiao
Name: Raymond Qiao
Title: Managing Director

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Term Loan Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: ING BANK, A BRANCH OF ING-DIBA AG
By: /s/ Berthold
Name: Berthold
Title: Director

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Term Loan Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: TD BANK, N.A.
By: /s/ Steve Levi
Name: Steve Levi
Title: Senior Vice President

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Term Loan Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: STATE BANK OF INDIA, NEW YORK
By: /s/ Manoranjan Panda
Name: Manoranjan Panda
Title: VP and Head (CMC)

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Term Loan Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: AGRICULTURAL BANK OF CHINA LTD., NEW YORK BRANCH
By: /s/ Jian Zhang
Name: Jian Zhang
Title: Head of Corporate Banking

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Term Loan Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: IBERIABANK, AS SUCCESSOR BY MERGER TO SABADELL UNITED BANK
By: /s/ Mark S. Long
Name: Mark S. Long
Title: Vice President

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Term Loan Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: KFW IPEX BANK GMBH
By: /s/ Sebastian Eberle
Name: Sebastian Eberle
Title: Director
By: /s/ Nergiz Selmo
Name: Nergiz Selmo
Title: Vice President

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Term Loan Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: BANQUE INTERNATIONALE À LUXEMBOURG
By: /s/ Jeffrey Dentzer
Name: Jeffrey Dentzer
Title: Managing Director
By: /s/ Gilles Prim
Name: Gilles Prim
Title: Vice President

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Term Loan Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: CITY NATIONAL BANK
By: /s/ Diane Morgan
Name: Diane Morgan
Title: Vice President

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Term Loan Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: FIRST HAWAIIAN BANK
By: /s/ Jeffrey Inouye
Name: Jeffrey Inouye
Title: Vice President

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Term Loan Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: CHINA CONSTRUCTION BANK (LONDON) LIMITED
By: /s/ Li Biao
Name: Li Biao
Title: CEO

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Term Loan Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: PT. BANK NEGARA INDONESIA (PERSERO) TBK, NEW YORK AGENCY
By: /s/ Jerry Phillips
Name: Jerry Phillips
Title: Relationship Manager
By: /s/ Oswald Tambunan
Name: Oswald Tambunan
Title: General Manager

SIGNATURE PAGE
CONSENT to Letter Amendment No. 2 to the Term Loan Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
Name of Lender: FIRST NATIONAL BANK
By: /s/ Nathan Johns
Name: Nathan Johns
Title: Vice President