LETTER AMENDMENT No. 2
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 Xxxxx X. Xxxxxx, xxxxxxx@xxxxxxxx.xxx.
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/ Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx 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 Xxxxxxx Xxxx)
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/ Xxxxxxxxxxx Xxxxxxx
Name: Xxxxxxxxxxx Xxxxxxx
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/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
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: XXXXX FARGO BANK, N.A.
By: /s/ Xxxxxxx X. Xxxx
Name: Xxxxxxx X. Xxxx
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/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Managing Director
By: /s/ Xxx Xxxxx
Name: Xxx Xxxxx
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/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Director
By: /s/ Xxxxxx Xxx
Name: Xxxxxx Xxx
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/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
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/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Head of Corporate & Financial Institutions
By: /s/ Paolo Xxxxxx Xxxxxxx
Name: Paolo Xxxxxx Xxxxxxx
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/ Xxxxxx Xxxxxx
Name: Xxxxxx Xxxxxx
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/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
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/ Xxxxxx X. Xxxxxxx
Name: Xxxxxx X. Xxxxxxx
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/ Xxxxx Xxxxxxxxxxx
Name: Xxxxx Xxxxxxxxxxx
Title: Associate Director
By: /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
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/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Director
By: /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
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/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
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/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
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/ Xxxxx Kyun Xxxx
Name: Xxxxx Kyun Xxxx
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/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
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/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
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/ Xxxxx Xxxx
Name: Xxxxx Xxxx
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/ Xxxxxxxxxx Panda
Name: Xxxxxxxxxx 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/ Xxxx Xxxxx
Name: Xxxx Xxxxx
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/ Xxxx X. Xxxx
Name: Xxxx X. Xxxx
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/ Xxxxxxxxx Xxxxxx
Name: Xxxxxxxxx Xxxxxx
Title: Director
By: /s/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
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/ Xxxxxxx Xxxxxxx
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
By: /s/ Xxxxxx Xxxx
Name: Xxxxxx Xxxx
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/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
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/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
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/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: Relationship Manager
By: /s/ Xxxxxx Xxxxxxxx
Name: Xxxxxx Xxxxxxxx
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/ Xxxxxx Xxxxx
Name: Xxxxxx Xxxxx
Title: Vice President
