Exhibit
10.2


 


Execution
Copy


 


AMENDMENT
NO. 2


 


Amendment
No. 2, dated as of April 15, 2005, among TYCO INTERNATIONAL GROUP S.A., a
Luxembourg company (the “Borrower”), TYCO INTERNATIONAL LTD., a Bermuda
company (the “Parent”) (and together with the Borrower, the “Principal
Obligors”), each required lender party hereto (collectively, the “Required
Lenders” and individually, a “Required Lender”), and BANK OF
AMERICA, N.A. as Paying Agent (in such
capacity, the “Paying Agent”).


 


WITNESSETH


 


WHEREAS,
the Borrower, the Parent, the Required Lenders, the Paying Agent and certain
other financial institutions have entered into that certain U.S. $1,500,000,000
Three-Year Credit Agreement, dated as of December 22, 2003 (the “Agreement”);


 


WHEREAS,
the Borrower, the Parent, the Paying Agent and the Required Lenders desire to
amend the Agreement in certain respects;


 


NOW
THEREFORE, in consideration of the premises and the mutual agreements,
representations and warranties set forth herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:


 


SECTION
1.  Definitions and References.  Capitalized terms not otherwise defined
herein shall have the meanings attributed thereto in the Agreement.


 


SECTION
2.  Amendments.


 


(a)          Section 1.01 of the Agreement is
hereby amended by deleting the definition of “Affiliate”, and inserting the
following new definition in its place:


 


““Affiliate” means, as to any Person, (i) any other Person that directly,
or indirectly through one or more intermediaries, controls such first Person or (ii) any Person which is
controlled by or is under common control with such controlling Person, provided,
that (a) neither the Parent nor any Subsidiary shall be deemed to be an
Affiliate of a Principal Obligor, and (b) no Subsidiary shall be deemed to be
an Affiliate of any other Subsidiary.  As
used herein, the term “control” means possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person,
whether through the ownership of voting securities, by contract or otherwise.”


 


(b)          Section 6.08(ii) of the Agreement is
hereby amended by deleting that section in its entirety and inserting in its
place the following new Section 6.08(ii):


 


“(ii) Debt of any
Consolidated Subsidiary (other than the Borrower) outstanding as of the
Amendment Effective Date, and any Refinancings thereof or”


 


SECTION
3.  Representations True; No Event of
Default.   The Principal Obligors represent
and warrant on the Effective Date that:


 





















 


(a)  The representations and warranties contained
in Article V of the Agreement are correct on and as of the date of this
Amendment as though made on and as of the date hereof after giving effect to
this Amendment, except to the extent that any such representation or warranty
specifically refers to an earlier date, in which case it shall be true and
correct as of such earlier date.


 


(b)  No event has occurred and is continuing, or
would result from the execution and delivery of this Amendment, which
constitutes an Event of Default or which, with the giving of notice and/or the
passage of time, would constitute an Event of Default.


 


(c)  This Amendment has been duly authorized,
executed and delivered on behalf of each of the Principal Obligors.


 


(d)  Each of this Amendment and the Agreement, as
amended hereby, constitutes a legal, valid and binding obligation of the
Principal Obligors, enforceable against each of the Principal Obligors in
accordance with its terms, except as the enforceability thereof may be limited
by (i) applicable bankruptcy, insolvency, reorganization, moratorium,
fraudulent transfer or similar laws of general application relating to or
affecting the rights and remedies of creditors generally or (ii) general
principles of equity.


 


SECTION
4.  Ratification.  Except as amended hereby, the Agreement and
all other documents executed in connection therewith (including without
limitation, the Notes) shall remain in full force and effect.  The Agreement, as amended hereby, and all
rights and powers created thereby or thereunder and under such other documents
are in all respects ratified and confirmed.


 


SECTION
5.  Conditions Precedent.  Pursuant to Section  10.01 of
the Agreement, this Amendment will become effective on and as of the first date
(the “Effective  Date”) on which the Paying Agent has received, in
form and substance satisfactory to the Paying Agent and the Required Lenders, a
counterpart of this Amendment duly executed by the Required Lenders and the
Principal Obligors and acknowledged by the Paying Agent.  Until the occurrence of the Effective Date,
the Agreement, without giving effect to this Amendment, shall continue in full
force and effect in accordance with the provisions thereof and the rights and
obligations of the parties thereto shall not be affected hereby, all
Commitments and Loans thereunder shall continue as set forth therein and all
interest accruing and other amounts payable under the Agreement shall continue
to accrue and be payable as provided for therein.


 


SECTION
6.  Miscellaneous.


 


(a)  The Agreement and this Amendment shall be
read, taken and construed as one and the same instrument from and after the
Effective Date.


 


(b)  This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.


 


(c)  Any references in the Agreement to “this
Agreement”, “hereunder”, “herein” or words of like import, and each reference
in any other document executed in connection with the Agreement (including
without limitation, the Notes), to “the Agreement”, “thereunder”, “therein”


 


2





















 


or
words of like import, shall, from and after the Effective Date, mean and be a
reference to the Agreement as amended hereby.


 


(d)  The Borrower agrees to reimburse the Paying
Agent for its reasonable out-of-pocket expenses in connection with this
Amendment including the reasonable fees, charges and disbursements of
Chadbourne & Parke LLP, counsel for the Paying Agent.


 


(e)  This 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 an original and all of which taken
together shall constitute one and the same agreement.


 


[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]


 


3





















 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their respective officers thereunto duly authorized, as of the date first
above written.


 


 


	
   

  	
  TYCO INTERNATIONAL GROUP S.A.,

  as Borrower

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ KEVIN O'KELLY-LYNCH

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Kevin O'Kelly-Lynch

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
						



 


 


	
   

  	
  TYCO
  INTERNATIONAL LTD., as

  Parent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ CHRISTOPHER J.
  COUGHLIN

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Christopher J. Coughlin

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice President
  & Chief Financial Officer

  	
   

  
						



 


[Signature Page to the Amendment
to the Three Year Credit Agreement]


 


S-1





















 


	
   

  	
  BANK OF AMERICA, N.A., as Paying

  Agent

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN POCALYKO

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  John Pocalyko

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
						



 


S-2





















 


	
   

  	
  BANK OF AMERICA, N.A., as a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN POCALYKO

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  John Pocalyko

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
						



 


S-3





















 


	
   

  	
  CITICORP
  NORTH AMERICA, INC., as

  a Lender

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DIANE L. POCKAJ

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Diane L. Pockaj

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 


S-4





















 


	
   

  	
  ABN AMRO
  BANK N.V.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ERIC OPPENHEIMER

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Eric Oppenheimer

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ KEVIN LEGALLO

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Kevin Legallo

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Assistant Vice President

  	
   

  
						



 


S-5





















 


	
   

  	
  AUSTRALIA
  AND NEW ZEALAND

  BANKING GROUP LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


S-6





















 


	
   

  	
  BANCO
  BILBAO VIZCAYA

  ARGENTARIA S.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


S-7





















 


	
   

  	
  THE BANK
  OF N.T. BUTTERFIELD

  & SON LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


S-8





















 


	
   

  	
  THE BANK
  OF NOVA SCOTIA

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ WILLIAM E. ZARRETT

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  William E. Zarrett

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
						



 


S-9





















 


	
   

  	
  BANK ONE

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


S-10





















 


	
   

  	
  BARCLAYS
  BANK PLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ NICHOLAS A. BELL

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Nicholas A. Bell

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
						



 


S-11





















 


	
   

  	
  BAYERISCHE
  HYPO-UND

  VEREINSBANK AG, New York Branch

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MARIANNE WEINZINGER

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Marianne Weinzinger

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ PATRICIA GRIEVE

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Patricia Grieve

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
						



 


S-12





















 


	
   

  	
  BAYERISCHE
  LANDESBANK, NEW

  YORK BRANCH

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DIETMAR RIEG

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Dietmar Rieg

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ NORMAN MCCLAVE

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Norman McClave

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  First Vice President

  	
   

  
						



 


S-13





















 


	
   

  	
  BEAR
  STEARNS CORPORATE

  LENDING INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ KEITH BARNIUSH

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Keith Barniush

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Executive Vice President

  	
   

  
						



 


S-14





















 


	
   

  	
  BNP
  PARIBAS

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RICHARD PACE

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Richard Pace

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  NANETTE BAUDON

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Nanette Baudon

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 


S-15





















 


	
   

  	
  CITIBANK, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


S-16





















 


	
   

  	
  COMMERZBANK AG, New York and

  Grand Cayman Branches

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


S-17





















 


	
   

  	
  CREDIT
  SUISSE FIRST BOSTON,

  acting through its Cayman Islands

  Branch

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


S-18





















 


	
   

  	
  DEUTSCHE
  BANK AG NEW YORK

  BRANCH

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ BELINDA WHEELER

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Belinda Wheeler

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MING K. CHU

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Ming K. Chu

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 


S-19





















 


	
   

  	
  GOLDMAN
  SACHS CREDIT

  PARTNERS L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


S-20





















 


	
   

  	
  THE GOVERNOR AND COMPANY

  OF THE BANK OF IRELAND

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


S-21





















 


	
   

  	
  ING
  BELGIUM NV/SA

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ YVES ADLER

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Yves Adler

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Directeur Adjoint

  	
   

  
						



 


S-22





















 


	
   

  	
  JPMORGAN
  CHASE BANK, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERT T. SACKS

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Robert T. Sacks

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Managing Director

  	
   

  
						



 


S-23





















 


	
   

  	
  LEHMAN
  COMMERCIAL PAPER INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JANINE M. SHUGAN

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Janine M. Shugan

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Authorized Signatory

  	
   

  
						



 


S-24





















 


	
   

  	
  MANUFACTURERS
  AND TRADERS

  TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOSHUA C. BECKER

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Joshua C. Becker

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Assistant Vice President

  	
   

  
						



 


S-25





















 


	
   

  	
  MELLON
  BANK, N.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DANIEL J. LENCKOS

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Daniel J. Lenckos

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  First Vice President

  	
   

  
						



 


S-26





















 


	
   

  	
  MERRILL
  LYNCH BANK USA

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ LOUIS ALDER

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Louis Alder

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Director

  	
   

  
						



 


S-27





















 


	
   

  	
  MIZUHO
  CORPORATE BANK, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


S-28





















 


	
   

  	
  MORGAN
  STANLEY BANK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DANIEL TWENGE

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Daniel Twenge

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 


S-29





















 


	
   

  	
  THE
  NORTHERN TRUST COMPANY

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN A. KONSTANTOS

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  John A. Konstantos

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 


S-30





















 


	
   

  	
  THE ROYAL
  BANK OF SCOTLAND,

  PLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MARIA AMARAL-LEBLANC

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Maria Amaral Le-Blanc

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President

  	
   

  
						



 


S-31





















 


	
   

  	
  SAN PAOLO
  IMI S.p.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RENATO CARDUCCI

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Renato Carducci

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  General Manager

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ LUCA SACCHI

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Luca Sacchi

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 


S-32





















 


	
   

  	
  SOCIETE
  GENERALE

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ MARIA IARRICCIO

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Maria Iarriccio

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 


S-33





















 


	
   

  	
  SUMITOMO MITSUI BANKING

  CORP., NEW YORK

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Y. HIRO HYAKUTOME

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Y. Hiro Hyakutome

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Deputy General Manager

  	
   

  
						



 


S-34





















 


	
   

  	
  UBS LOAN
  FINANCE LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


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  WESTPAC BANKING CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ ROBERT BOSSÉ

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  	
  Robert Bossé

  	
   

  
	
   

  	
   

  
	
   

  	
  Title:

  	
  Vice President

  	
   

  
						



 


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