CONSENT TO COMMITMENT INCREASE
Exhibit 10.1
CONSENT TO COMMITMENT INCREASE
Dated as of March 23, 2018
Citibank, N.A.,
as Administrative Agent
0000 Xxxxx Xxxx, Xxxxxxxx #0
New Castle, Delaware 19720
Attention: Bank Loan Syndications Department
Tyco International Holding S.a.r.l.
Ladies and Gentlemen:
Reference is made to the Multi-Year Senior Unsecured Credit Agreement dated as of March 10, 2016 (as amended or modified from time to time, the “Credit Agreement”) among Tyco International Holding S.à x.x., a private limited liability company incorporated under the laws of Luxembourg (the “Borrower”), the Lenders (as defined in the Credit Agreement) party thereto and Citibank, N.A., as administrative agent for the Lenders (the “Administrative Agent”). Terms defined in the Credit Agreement are used herein with the same meaning unless otherwise defined herein, and all references to Sections herein are references to Sections of the Credit Agreement.
Pursuant to Section 2.15 of the Credit Agreement, the Borrower delivered to the Administrative Agent a Commitment Increase Notice dated as of March 1, 2018 (the “Commitment Increase Notice”), requesting that the aggregate amount of the Commitments be increased, and, subject to the terms and conditions of this consent (this “Consent”), the Borrower and the Lenders party hereto hereby agree to increase the aggregate amount of the Commitments to $1,250,000,000.
Each Lender executing this Consent agrees to increase its Commitment to the amount so indicated on the attached Schedule I. This agreement to increase the Commitments is subject in all respects to the terms of the Credit Agreement and is irrevocable.
The increase of Commitments shall become effective as of the date first above written when, and only when, the Administrative Agent shall have received counterparts of this Consent executed by the Borrower and each of the Increasing Lenders. The increase of Commitments is further subject to the delivery to the Administrative Agent of (a) a certified copy of resolutions of the board of managers of the Borrower approving the Commitment Increase and (b) a certificate of the Borrower (which may take the form of the certifications set forth in the Commitment Increase Notice) certifying that as of the date of this Consent (i) the representations and warranties of the Borrower set forth in Article III of the Credit Agreement or any other Loan Document, or which are contained in any certificate or notice delivered at any time by the Borrower under or in connection therewith, and the representations and warranties of each Subsidiary Guarantor set forth in Article III of its Subsidiary Guaranty, were true and correct in all material respects on and as of the date of the Commitment Increase Notice and are true and correct in all material respects on the Increase Date, before and after giving effect to the Commitment Increase, or, if any such representation or warranty was made as of a specific date, such representation and warranty was
NYDOCS02/1136971 TSaRL Consent to Commitment Increase
true and correct in all material respects on and as of such date and (ii) at the time of and immediately after giving effect to the Commitment Increase, no Default shall have occurred and be continuing.
This Consent 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 but one and the same agreement. Delivery of an executed counterpart of a signature page to this Consent by facsimile or electronic communication (.pdf file) shall be effective as delivery of a manually executed counterpart of this Consent.
This Consent shall be governed by, and construed in accordance with, the laws of the State of New York.
NYDOCS02/1136971 TSaRL Consent to Commitment Increase
IN WITNESS WHEREOF, the parties hereto have caused this Consent to be executed by their respective officers thereunto duly authorized, as of the date first above written.
TYCO INTERNATIONAL HOLDING S.À X.X.
By /s/ Xxxxx Xxxxxxxx
Name: Xxxxx Xxxxxxxx
Title: General Manager
CITIBANK, N.A., as Administrative Agent
By /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
NYDOCS02/1136971 TSaRL Consent to Commitment Increase
Consent to the forgoing Consent:
CITIBANK, N.A.
By /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: Vice President
Lender’s Incremental Commitment Amount: $16,250,000
NYDOCS02/1136971 TSaRL Consent to Commitment Increase
Consent to the forgoing Consent:
Xxxxx Fargo Bank, National Association
By /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Managing Director
Lender’s Incremental Commitment Amount: $40,000,000
NYDOCS02/1136971 TSaRL Consent to Commitment Increase
Consent to the forgoing Consent:
Bank of America, N.A.
By /s/ Xxxxxxx Xxxxxxxxx
Name: Xxxxxxx Xxxxxxxxx
Title: Vice President
Lender’s Incremental Commitment Amount: $15,625,000
NYDOCS02/1136971 TSaRL Consent to Commitment Increase
Consent to the forgoing Consent:
BARCLAYS BANK PLC
By /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Director
Lender’s Incremental Commitment Amount: $15,625,000
NYDOCS02/1136971 TSaRL Consent to Commitment Increase
Consent to the forgoing Consent:
JPMORGAN CHASE BANK, N.A.
By /s/ Xxxxxx X. Xxxxxx
Name: Xxxxxx X. Xxxxxx
Title: Executive Director
Lender’s Incremental Commitment Amount: $15,625,000
NYDOCS02/1136971 TSaRL Consent to Commitment Increase
Consent to the forgoing Consent:
BANCO BILBAO VIZCAYA ARGENTARIA, S.A. NEW YORK BRANCH
By /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Managing Director
By /s/ Xxxxxx Xxxxxxxxx
Name: Xxxxxx Xxxxxxxxx
Title: Senior Vice President
Lender’s Incremental Commitment Amount: $10,625,000
NYDOCS02/1136971 TSaRL Consent to Commitment Increase
Consent to the forgoing Consent:
Commerzbank AG, New York Branch, as a Lender
By /s/ Xxxxxxx Xxxxxx
Name: Xxxxxxx Xxxxxx
Title: Managing Director
By /s/ Xxxx Xxxxxxxxx
Name: Xxxx Xxxxxxxxx
Title: Associate
Lender’s Incremental Commitment Amount: $10,625,000
NYDOCS02/1136971 TSaRL Consent to Commitment Increase
Consent to the forgoing Consent:
CREDIT AGRICOLE CORPORATE AND INVESTMENT BANK
By /s/ Xxxx Xx
Name: Xxxx Xx
Title: Managing Director
By /s/ Xxxxxx Xxx
Name: Xxxxxx Xxx
Title: Director
Lender’s Incremental Commitment Amount: $10,625,000
NYDOCS02/1136971 TSaRL Consent to Commitment Increase
Consent to the forgoing Consent:
Danske Bank A/S
By /s/ Xxxxxxxx Xxxxx
Name: Xxxxxxxx Xxxxx
Title: Director
Lender’s Incremental Commitment Amount: $10,625,000
NYDOCS02/1136971 TSaRL Consent to Commitment Increase
Consent to the forgoing Consent:
XXXXXXX XXXXX BANK USA
By /s/ Xxxx Xxxxxx
Name: Xxxx Xxxxxx
Title: Authorized Signatory
Lender’s Incremental Commitment Amount: $10,625,000
NYDOCS02/1136971 TSaRL Consent to Commitment Increase
Consent to the forgoing Consent:
For and on behalf of
ING Bank N.V., Dublin Branch
Lender’s Incremental Commitment Amount: $10,625,000 increase
$53,125,000 total commitment amount
By /s/ Xxxx Xxxxxxx
Name: Xxxx Xxxxxxx
Title: Director
By /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Director
NYDOCS02/1136971 TSaRL Consent to Commitment Increase
Consent to the forgoing Consent:
The Bank of New York Mellon
By /s/ Xxxx Xxxxxxxx
Name: Xxxx Xxxxxxxx
Title: Director
Lender’s Incremental Commitment Amount: $10,625,000
NYDOCS02/1136971 TSaRL Consent to Commitment Increase
Consent to the forgoing Consent:
The Bank of Tokyo-Mitsubishi UFJ, Ltd.
By /s/ Xxxx Xxxx
Name: Xxxx Xxxx
Title: Authorized Signatory
Lender’s Incremental Commitment Amount: $10,625,000
NYDOCS02/1136971 TSaRL Consent to Commitment Increase
Consent to the forgoing Consent:
TORONTO DOMINION (TEXAS) LLC
By /s/ Xxxxx Xxxxxx
Name: Xxxxx Xxxxxx
Title: Authorized Signatory
Lender’s Incremental Commitment Amount: $10,625,000
NYDOCS02/1136971 TSaRL Consent to Commitment Increase
Consent to the forgoing Consent:
U.S. Bank National Association
By /s/ Xxxxxxxx X. Xxxxxx
Name: Xxxxxxxx X. Xxxxxx
Title: Senior Vice President
Lender’s Incremental Commitment Amount: $10,625,000
NYDOCS02/1136971 TSaRL Consent to Commitment Increase
Consent to the forgoing Consent:
UniCredit Bank AG, New York Branch
By /s/ Xxx Xxxxxxxx
Name: Xxx Xxxxxxxx
Title: Managing Director
By /s/ Xxxxx Xxxxxxx
Name: Xxxxx Xxxxxxx
Title: Associate Director
Lender’s Incremental Commitment Amount: $10,625,000
NYDOCS02/1136971 TSaRL Consent to Commitment Increase
Consent to the forgoing Consent:
BNP PARIBAS
By /s/ Xxxxx Kyun Xxxx
Name: Xxxxx Kyun Xxxx
Title: Vice President
By /s/ Xxxxxxx Xxxx
Name: Xxxxxxx Xxxx
Title: Director
Lender’s Incremental Commitment Amount: $7,500,000
NYDOCS02/1136971 TSaRL Consent to Commitment Increase
Consent to the forgoing Consent:
DEUTSCHE BANK AG NEW YORK BRANCH
By /s/ Xxxx X. Xxx
Name: Xxxx X. Xxx
Title: Director
By /s/ Sanjeev Punjabi
Name: Sanjeev Punjabi
Title: Managing Director
Lender’s Incremental Commitment Amount: $5,625,000
NYDOCS02/1136971 TSaRL Consent to Commitment Increase
Consent to the forgoing Consent:
Standard Chartered Bank
By /s/ Xxxxxx Xxxxxxx
Name: Xxxxxx Xxxxxxx
Title: Associate Director
Lender’s Incremental Commitment Amount: $5,625,000
NYDOCS02/1136971 TSaRL Consent to Commitment Increase
Consent to the forgoing Consent:
THE BANK OF NOVA SCOTIA
By /s/ Xxxxxxxx Xxxxxxx
Name: Xxxxxxxx Xxxxxxx
Title: Director
Lender’s Incremental Commitment Amount: $5,625,000
NYDOCS02/1136971 TSaRL Consent to Commitment Increase
Consent to the forgoing Consent:
WESTPAC BANKING CORPORATION
By /s/ Xx-Xxx Xxxxxx
Name: Xx-Xxx Xxxxxx
Title: Director
Lender’s Incremental Commitment Amount: $5,625,000
NYDOCS02/1136971 TSaRL Consent to Commitment Increase
Schedule I
Commitments
Citibank, N.A. | $78,750,000 |
Xxxxx Fargo Bank, National Association | $102,500,000 |
Bank of America, N.A. | $78,125,000 |
Barclays Bank PLC | $78,125,000 |
JPMorgan Chase Bank, N.A. | $78,125,000 |
Banco Bilbao Vizcaya Argentaria, S.A. New York Branch | $53,125,000 |
Commerzbank AG New York Branch | $53,125,000 |
Credit Agricole Corporate and Investment Bank | $53,125,000 |
Danske Bank A/S | $53,125,000 |
Xxxxxxx Xxxxx Bank USA | $53,125,000 |
ING Bank N.V., Dublin Branch | $53,125,000 |
The Bank of New York Mellon | $53,125,000 |
The Bank of Tokyo-Mitsubishi UFJ, Ltd. | $53,125,000 |
Toronto Dominion (Texas) LLC | $53,125,000 |
U.S. Bank National Association | $53,125,000 |
UniCredit Bank AG, New York Branch | $53,125,000 |
Intesa Sanpaolo Bank Luxembourg SA | $42,500,000 |
Industrial and Commercial Bank of China Limited, New York Branch | $35,000,000 |
BNP Paribas | $30,000,000 |
Deutsche Bank AG New York Branch | $28,125,000 |
NYDOCS02/1136971 TSaRL Consent to Commitment Increase
Standard Chartered Bank | $28,125,000 |
The Bank of Nova Scotia | $28,125,000 |
Westpac Banking Corporation | $28,125,000 |
The Northern Trust Company | $22,500,000 |
First Hawaiian Bank | $7,500,000 |
TOTAL | $1,250,000,000 |
NYDOCS02/1136971 TSaRL Consent to Commitment Increase