Exhibit






Exhibit 10.2
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 Term Loan 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. 
(c)The first sentence of Section 5.06 is amended and restated in its entirety to read as follows:


The proceeds of the Loans made to the Borrower under this Agreement will be used, directly or indirectly, to pay all or a portion of the cash consideration payable under the Merger Agreement, and to pay fees and expenses incurred in connection with the Merger and/or the Transactions.
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, frank.oliver@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/ Brian Reed
        Name:  Brian Reed
        Title: Vice President 
    















































































SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 to the Term Loan 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 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/ Chris DiBiase
            Name: Chris DiBiase
            Title: Director


  













































































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

























































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


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

























































SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 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/ Cara Younger
            Name: Cara Younger
            Title: Director


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



















































SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 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/ Haifeng Xu
            Name: Haifeng Xu
            Title:  Executive Vice President























































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





















































































SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 to the Term Loan 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 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/ W. Jansen
            Name: W. Jansen
            Title: Director


  By:    /s/ Berthold
            Name: Berthold
            Title: Director





















































































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

















































SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 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/ Jason Siewert
            Name: Jason Siewert
            Title: Senior Vice President



















































































SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 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


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


  



















































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



































































































SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 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/ 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 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 Pahda
            Name: Manoranjan Pahda
            Title: VP & Head (CMC)























































SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 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 EAST ASIA, LIMITED, NEW YORK BRANCH


  By:    /s/ James Hua
            Name: James Hua
            Title: SVP


By:    /s/ Danny Leung
            Name: Danny Leung
            Title: SVP

















































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























































SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 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/ Zhang Jian
            Name: Zhang Jian
            Title: Head of Corporate Banking Department


  





























































































SIGNATURE PAGE
 
CONSENT to Letter Amendment No. 1 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. 1 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