Letter Amendment No. 1 dated as of September 1, 2016 to the Multi-Year Senior Unsecured Credit Agreement, dated as of March 10, 2016, among Tyco International Holding S. r.l., each of the initial lenders named therein, Citibank, N.A., as administrative agent, and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Bank plc, Wells Fargo Securities, LLC and JPMorgan Chase Bank, N.A. as joint lead arrangers and joint bookrunners

Contract Categories: Business Finance - Credit Agreements
EX-10.5 4 ex1052017plc10-k.htm EXHIBIT 10.5 Exhibit

EXHIBIT 10.5


EXECUTION VERSION
LETTER AMENDMENT No. 1
Dated as of September 1, 2016
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 (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)Section 5.01(a) is amended by adding to the end thereof a proviso to read as follows:

provided, that (i) the fiscal year of the Borrower for 2016 shall be deemed to end on September 2, 2016 (and the audited financial statements for the fiscal year ended on such date shall consist of 11 months) and (ii) the fiscal year of the Borrower for 2017 and subsequent years shall end on September 30 of such year (and the audited financial statements for the fiscal year ending on September 30, 2017 shall consist of 13 months), it being understood that, as a result of the period changes set forth in this proviso, the previous fiscal year’s figures set forth in comparative form in any affected annual financial statements may reflect a fiscal year with a different number of months.
(b)Section 5.01(b) is amended by adding to the end thereof a proviso to read as follows:

provided, that (i) the fiscal quarter of the Borrower ending December 31, 2016 shall be deemed to begin on September 2, 2016 (and the financial statements for such fiscal quarter shall consist of four months), it being understood that, as a result of the period change set forth in this proviso, the figures set forth in comparative form for the applicable prior periods in the financial statements for such fiscal quarter, or in future quarterly financial statements containing comparative figures covering such fiscal quarter, may reflect a fiscal quarter with a different number of months; and (ii) the financial statements for the fiscal quarter ending December 31, 2016 shall be accompanied by a schedule, certified by the chief financial officer of the chief accounting officer of the Borrower or a Designated Officer, setting forth



the statement of operations, shareholders’ equity and cash flows for the Borrower for the period from September 2, 2016 to September 30, 2016. For the avoidance of doubt, the fiscal quarter of the Borrower deemed ended on September 2, 2016 shall consist of two months.
This Letter Amendment shall become effective as of the date first above written when, and only when, on or before September 1, 2016, 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 at least two counterparts of this Letter Amendment to Frank Oliver, Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York 10022, ***@***.
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/ Brian Reed
Name: Brian Reed
Title: Vice President
    





































SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 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/ Brian Reed
    Name: Brian Reed
    Title: Vice President



























SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 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/ Chris Dibiase
    Name: Chris Dibiase
    Title: Director



























SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 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/ Evan Moriarty
    Name: Evan Moriarty
    Title: Assistant Vice President










































SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 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/ Gene Riego de Dios
    Name: Gene Riego de Dios
    Title: Vice President









































SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 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, NATIONAL ASSOCIATION

By:    /s/ John D. Brady
    Name: John D. Brady
    Title: Managing Director










































SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 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 VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH

By:    /s/ Cristina Cignoli
    Name: Cristina Cignoli
    Title: Vice President


By:    /s/ Luca Sacchi
    Name: Luca Sacchi
    Title: Managing Director




































SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 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: Director


By:    /s/ Vanessa De La Ossa
    Name: Vanessa De La Ossa
    Title: Assistant Vice President





































SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 to the Multi-Year Unsecured Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
    

Name of Lender: CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK

By:    /s/ Kaye Ea
    Name: Kaye Ea
    Title: Managing Director


By:    /s/ Gordon Yip
    Name: Gordon Yip
    Title: Director





































SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 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/ Gert Carstens
    Name: Gert Carstens
    Title: Senior Loan Manager





































SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 to the Multi-Year Unsecured Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
    

Name of Lender: INDUSTRIAL AND COMMERCIAL BANK OF CHINA LIMITED, NEW YORK BRANCH

By:    /s/ Kan Chen
    Name: Kan Chen
    Title: Vice President


By:    /s/ Linjia Zhou
    Name: Linjia Zhou
    Title: Executive Director










































SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 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/ Shaun Hawley
    Name: Shaun Hawley
    Title: Director











































SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 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/ Cristiano Patalocchi
    Name: Cristiano Patalocchi
    Title: CRO





































SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 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

By:    /s/ David Wirl
    Name: David Wirl
    Title: Managing Director


















































SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 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. 1 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. 1 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. 1 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/ Thilo Huber
    Name: Thilo Huber
    Title: Director


By:    /s/ Betsy Hudson
    Name: Betsy Hudson
    Title: Associate Director










































SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 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/ Melissa Dykl
    Name: Melissa Dykl
    Title: Director


By:    /s/ Richard Pace
    Name: Richard Pace
    Title: Managing Director











































SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 to the Multi-Year Unsecured Credit Agreement dated as of March 10, 2016 of TYCO INTERNATIONAL HOLDING S.ÀR.L.
    

Name of Lender: DEUTSCHE BANK AG NEW YORK BRANCH

By:    /s/ Virginia Cosenza
    Name: Virginia Cosenza
    Title: Vice President


By:    /s/ Ross Levitsky
    Name: Ross Levitsky
    Title: Managing Director











































SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 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/ Steven Aloupis
    Name: Steven Aloupis A2388
    Title: Managing Director
Loan Syndications
    
















































SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 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/ Mauricio Saishio
    Name: Mauricio Saishio
    Title: Director
















































SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 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/ Peter J. Hallan
    Name: Peter J. Hallan
    Title: Vice President

















































SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 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/ Su-Lin Watson
    Name: Su-Lin Watson
    Title: Director