Exhibit 10.1
SECOND AMENDMENT TO FIVE-YEAR SENIOR CREDIT AGREEMENT
This SECOND AMENDMENT TO FIVE-YEAR SENIOR CREDIT AGREEMENT (this "Second
Amendment"), dated as of December 9, 2015, among TYCO ELECTRONICS GROUP S.A.
(the "Borrower"), TE CONNECTIVITY LTD. (the "Guarantor"), the Lenders party
hereto, DEUTSCHE BANK AG NEW YORK BRANCH, as Existing Administrative Agent (as
defined below), BANK OF AMERICA, N.A., as Successor Administrative Agent (as
defined below) (in such capacity, the "Administrative Agent"), MERRILL LYNCH,
PIERCE, FENNER & SMITH INCORPORATED, BNP PARIBAS SECURITIES CORP., CITIGROUP
GLOBAL MARKETS INC., DEUTSCHE BANK SECURITIES INC., and J.P. MORGAN SECURITIES
LLC, as Joint Lead Arrangers and Joint Bookrunners (in such capacity, each a
"Joint Lead Arranger"), DEUTSCHE BANK SECURITIES INC. and JPMORGAN CHASE BANK,
N.A., as Co-Syndication Agents (in such capacity, each a "Co-Syndication Agent")
and BNP PARIBAS SECURITIES CORP. and CITIBANK, N.A., as Co-Documentation Agents
(in such capacity, each a "Co-Documentation Agent").
Capitalized terms used
herein and not otherwise defined herein shall have the meanings given to them in
the Credit Agreement referred to below, as amended by this Second Amendment.
References to Sections or Schedules are references to Sections of, or Schedules
to, the Credit Agreement, as applicable, unless otherwise stated.
RECITALS
WHEREAS, the parties hereto are parties to that certain Five-Year Senior Credit
Agreement, dated as of June 24, 2011 and amended as of August 2, 2013 (as
amended, restated, amended and restated, modified and/or supplemented prior to,
but not including, the date hereof, the "Credit Agreement"), among the Borrower,
the Guarantor, the Lenders party thereto, Deutsche Bank AG New York Branch, as
Existing Administrative Agent (as defined in the Resignation and Appointment
Agreement described below, the "Existing Administrative Agent"), the Joint Lead
Arrangers, Bank of America, N.A. and JPMorgan Chase Bank N.A., as Co-Syndication
Agents and BNP Paribas and Citibank, N.A., as Co-Documentation Agents;
WHEREAS, pursuant to that certain Notice of Resignation as Administrative Agent,
dated as of the date hereof, Deutsche Bank AG New York Branch has delivered
notice of its resignation as the Existing Administrative Agent to the Borrower
and the Lenders in accordance with Article VII of the Credit Agreement;
WHEREAS, Bank of America, N.A. ("BofA") desires to be appointed, and the
Borrower wishes to appoint BofA, as the Successor Administrative Agent (as
defined in the Resignation and Appointment Agreement described below) under the
Credit Agreement and other Loan Documents, pursuant to that certain Resignation
and Appointment Agreement, dated as of the date hereof (the "Resignation and
Appointment Agreement"), among the Guarantor, the Borrower, the Existing
Administrative Agent and the Successor Administrative Agent; and
WHEREAS, the parties hereto desire to amend the Credit Agreement pursuant to the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the parties hereto
agree as follows:
1.
Amendments and Agreements With Respect
to the Credit Agreement.
(i)
The preamble to the Credit Agreement is
hereby amended by deleting the text "DEUTSCHE BANK AG