Exhibit






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