Exhibit








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