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, 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 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