Amendment No. 1 to Five-Year Senior Credit Agreement



 Exhibit 10.19 
 AMENDMENT NO. 1 TO FIVE-YEAR SENIOR CREDIT AGREEMENT 
 (HEALTHCARE BUSINESSES) 
 AMENDMENT NO. 1 TO FIVE-YEAR SENIOR CREDIT AGREEMENT (Healthcare Businesses) (this “Amendment”), dated as of November 6, 2007, among
COVIDIEN INTERNATIONAL FINANCE S.A., a Luxembourg company (the “Borrower”), COVIDIEN LTD., a Bermuda company (the “Guarantor”), each Person executing this Amendment as a Lender, and CITIBANK, N.A., as
Administrative Agent. 
 PRELIMINARY STATEMENTS 
 (1) The Borrower, the Guarantor, the Lenders and the Administrative Agent are parties to the Five-Year Senior Credit Agreement, dated as of April 25, 2007 (as amended, supplemented or otherwise modified from time
to time through the date of this amendment, the “Credit Agreement”). 
 (2) The parties desire to amend the Credit
Agreement to clarify certain provisions relating to the ratings used to determine the interest rate margin and facility fee payable under the terms of the existing Credit Agreement. 
 NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Amendment, and for other good and valuable consideration, the
receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows: 
 ARTICLE I 
 DEFINITIONS 
 Section 1.01
Defined Terms. Capitalized terms used but not defined in this Amendment shall have the meaning set forth in the Credit Agreement. 
 Section 1.02 Rules of Construction. The rules of construction set forth in Section 1.03 of the Credit Agreement shall apply to this Amendment as if fully set forth herein. 
 ARTICLE II 
 AMENDMENTS TO CREDIT
AGREEMENT 
 Section 2.01 Amendment to the Section 1.01: Defined Terms. Section 1.01 of the Credit
Agreement is hereby amended by deleting the definitions for each of “Fitch Rating”, “Moody’s Rating” and “S&P Rating” and inserting the definitions set forth below for each of the defined terms: 
 “Fitch Rating” means, at any time, the rating published by Fitch of the Borrower’s Index Debt, or, if prior to the date that the
initial Index Debt ratings are available with respect to the Borrower, the ratings of the senior, unsecured long-term indebtedness for borrowed money of the Guarantor issued by Fitch. 
 “Moody’s Rating” means, at any time, the rating published by Moody’s of the Borrower’s Index Debt, or, if prior to the
date that the initial Index Debt ratings are available with respect to the Borrower, the ratings of the senior, unsecured long-term indebtedness for borrowed money of the Guarantor issued by Moody’s. 







 “S&P Rating” means, at any time, the rating published by S&P of the
Borrower’s Index Debt, or, if prior to the date that the initial Index Debt ratings are available with respect to the Borrower, the ratings of the senior, unsecured long-term indebtedness for borrowed money of the Guarantor issued by S&P.

 Section 2.02 Amendment to Schedule 1.01; Pricing Grid. Schedule 1.01 of the Credit Agreement is hereby amended
by deleting the text following the pricing grid contained on such schedule and inserting the text attached as Exhibit A hereto in lieu thereof. 
 ARTICLE III 
 REPRESENTATIONS AND WARRANTIES 
 Section 3.01 Representations and Warranties. Each Obligor represents and warrants to the Administrative Agent and each Lender that
this Amendment has been duly authorized, executed and delivered by each Obligor and constitutes the legal, valid and binding obligation of such Obligor enforceable against such Obligor in accordance with its terms, subject to applicable bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

 Section 3.02 No Default. Each of the Obligors represents and warrants to the Administrative Agent and each Lender that
as of the date hereof, and after giving effect to this Amendment, no Default has occurred and is continuing. 
 ARTICLE IV 

EFFECTIVENESS 
 Section 4.01 Conditions to Effectiveness. This Amendment shall be deemed effective as of the date of the Spin Distributions (the “Amendment Effective Date”) provided that the following conditions
precedent shall have been satisfied on or as of the date hereof (unless waived by the Required Lenders): 
 (a) The Administrative Agent (or
its counsel) shall have received this Amendment, duly executed and delivered by the Borrower, the Guarantor, the Administrative Agent and the Required Lenders. 
 (b) As of the date hereof, and after giving effect to this Amendment, the representations and warranties set forth in Section 3.01 of this Amendment are true and correct in all material respects on and as of the
date hereof with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct in all
material respects on and as of such earlier date. 
 (c) As of the date hereof, and after giving effect to this Amendment, no Default or
Event of Default shall have occurred and be continuing. 
 Section 4.02 References to Agreement. The Credit Agreement and
this Amendment shall be read, taken and construed as one and the same instrument from and after the Amendment Effective Date. Any references in the Credit Agreement to “this Agreement”, “hereunder”, 

  

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“herein” or words of like import, and each reference in any other document executed in connection with the Credit Agreement (including, without
limitation, the Notes), to “the Agreement”, “thereunder”, “therein” or words of like import, shall, from and after the Amendment Effective Date, mean and be a reference to the Credit Agreement as amended hereby.

 Section 4.03 Continued Effectiveness; Ratification of Loan Documents. The Credit Agreement and the other Loan
Documents, each as modified by this Amendment, are and shall continue to be in full force and effect and are hereby ratified and confirmed in all respects. 
 ARTICLE V 
 MISCELLANEOUS 
 Section 5.01 Execution in Counterparts. This Amendment may be executed in counterparts (and by different parties hereto on different
counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any electronic means that
reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment. 
 Section 5.02 Fees, Costs and Expenses. The Borrower agrees to pay all reasonable out of pocket expenses incurred by the Administrative Agent, including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent, in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof and thereof (whether or
not the transactions contemplated hereby or thereby shall be consummated). 
 Section 5.03 Loan Document. This Amendment
shall be deemed to be a Loan Document. 
 Section 5.04 Binding Effect. Upon the satisfaction of the conditions set forth
in Section 4.01, this Amendment shall be binding upon and inure to the benefit of the Borrower, the Guarantor, the Lenders and the Administrative Agent and, in each case, their respective successors and assigns. 
 Section 5.05 Governing Law. This Amendment shall be governed by, and construed in accordance with, the law of the State
of New York. 
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 [Signature Page to Amendment No. 1 to Revolving Credit Agreement] 
 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year
first above written. 
  

			
	 COVIDIEN INTERNATIONAL FINANCE S.A.

		
	 By:
	 	 /s/ Michelangelo F. Stefani

	 Name:
	 	Michelangelo F. Stefani
	 Title:
	 	Managing Director









 [Signature Page to Amendment No. 1 to Revolving Credit Agreement] 
  

			
	 COVIDIEN LTD.

		
	 By:
	 	 /s/ Charles J. Dockendorff

	 Name:
	 	Charles J. Dockendorff
	 Title:
	 	Executive Vice President and Chief Financial Officer









 [Signature Page to Amendment No. 1 to Revolving Credit Agreement] 
  

			
	CITIBANK, N.A., as a Lender and as Administrative Agent
		
	 By:
	 	 /s/ Kevin A. Ege

	 Name:
	 	Kevin A. Ege
	 Title:
	 	Vice President









 [Signature Page to Amendment No. 1 to Revolving Credit Agreement] 
  

			
	 UBS LOAN FINANCE LLC

		
	 By:
	 	 /s/ Irja R. Otsa

	 Name:
	 	Irja R. Otsa
	 Title:
	 	Associate Director
		
	 By:
	 	 /s/ Richard L. Tavrow

	 Name:
	 	Richard L. Tavrow
	 Title:
	 	Director









 [Signature Page to Amendment No. 1 to Revolving Credit Agreement] 
  

			
	 BANK OF AMERICA, N.A.

		
	 By:
	 	 /s/ Gabriela B. Millhorn

	 Name:
	 	Gabriela B. Millhorn
	 Title:
	 	Senior Vice President









 [Signature Page to Amendment No. 1 to Revolving Credit Agreement] 
  

			
	 BNP PARIBAS

		
	 By:
	 	 /s/ Richard Pace

	 Name:
	 	Richard Pace
	 Title:
	 	Managing Director
		
	 By:
	 	 /s/ Berangere Allen

	 Name:
	 	Berangere Allen
	 Title:
	 	Vice President









 [Signature Page to Amendment No. 1 to Revolving Credit Agreement] 
  

			
	 DEUTSCHE BANK AG NEW YORK BRANCH

		
	 By:
	 	 /s/ Ming K. Chu

	 Name:
	 	Ming K. Chu
	 Title:
	 	Vice President
		
	 By:
	 	 /s/ Heidi Sandquist

	 Name:
	 	Heidi Sandquist
	 Title:
	 	Vice President









 [Signature Page to Amendment No. 1 to Revolving Credit Agreement] 
  

			
	 MORGAN STANLEY SENIOR FUNDING, INC.

		
	 By:
	 	 /s/ Daniel Twenge

	 Name:
	 	Daniel Twenge
	 Title:
	 	Vice President









 [Signature Page to Amendment No. 1 to Revolving Credit Agreement] 
  

			
	 WILLIAM STREET COMMITMENT CORPORATION

		
	 By:
	 	 /s/ Mark Walton

	 Name:
	 	Mark Walton
	 Title:
	 	Assistant Vice President









 [Signature Page to Amendment No. 1 to Revolving Credit Agreement] 
  

			
	 BARCLAYS BANK PLC

		
	 By:
	 	 /s/ David Barton

	 Name:
	 	David Barton
	 Title:
	 	Associate Director









 [Signature Page to Amendment No. 1 to Revolving Credit Agreement] 
  

			
	 JPMORGAN CHASE BANK, N.A.

		
	 By:
	 	 /s/ Stephanie Parker

	 Name:
	 	Stephanie Parker
	 Title:
	 	Executive Director









 [Signature Page to Amendment No. 1 to Revolving Credit Agreement] 
  

			
	 LEHMAN BROTHERS BANK, FSB

		
	 By:
	 	 /s/ Janine M. Shugan

	 Name:
	 	Janine M. Shugan
	 Title:
	 	Authorized Signatory









 [Signature Page to Amendment No. 1 to Revolving Credit Agreement] 
  

			
	 ABN AMRO BANK N.V.

		
	 By:
	 	 /s/ Alexander M. Bloo

	 Name:
	 	Alexander M. Bloo
	 Title:
	 	Managing Director
		
	 By:
	 	 /s/ Marc Brandylee

	 Name:
	 	Marc Brandylee
	 Title:
	 	Associate









 [Signature Page to Amendment No. 1 to Revolving Credit Agreement] 
  

			
	 MIZUHO CORPORATE BANK (USA)

		
	 By:
	 	 /s/ Raymond Ventura

	 Name:
	 	Raymond Ventura
	 Title:
	 	Deputy General Manager









 [Signature Page to Amendment No. 1 to Revolving Credit Agreement] 
  

			
	 SUMITOMO MITSUI BANKING CORPORATION, NEW YORK

		
	 By:
	 	 /s/ Yoshihiro Hyakutome

	 Name:
	 	Yoshihiro Hyakutome
	 Title:
	 	General Manager









 [Signature Page to Amendment No. 1 to Revolving Credit Agreement] 
  

			
	 BAYERISCHE LANDESBANK, NEW YORK BRANCH

		
	 By:
	 	 /s/ Matthew DeCarlo

	 Name:
	 	Matthew DeCarlo
	 Title:
	 	Vice President
		
	 By:
	 	 /s/ Nikolai von Mengden

	 Name:
	 	Nikolai von Mengden
	 Title:
	 	Senior Vice President









 [Signature Page to Amendment No. 1 to Revolving Credit Agreement] 
  

			
	 ING CAPITAL LLC

		
	 By:
	 	 /s/ John Kippax

	 Name:
	 	John Kippax
	 Title:
	 	Managing Director









 [Signature Page to Amendment No. 1 to Revolving Credit Agreement] 
  

			
	 INTESA SANPAOLO S.P.A., NEW YORK BRANCH (AS SUCCESSOR TO SANPAOLO IMI S.P.A.)

		
	 By:
	 	 /s/ Luca Sacchi

	 Name:
	 	Luca Sacchi
	 Title:
	 	Vice President
		
	 By:
	 	 /s/ D. Mara Lowenstein

	 Name:
	 	D. Mara Lowenstein
	 Title:
	 	General Counsel









 [Signature Page to Amendment No. 1 to Revolving Credit Agreement] 
  

			
	MELLON BANK, N.A.
		
	By:	 	 /s/ Daniel J. Lenckos

	Name:	 	Daniel J. Lenckos
	Title:	 	First Vice President









 [Signature Page to Amendment No. 1 to Revolving Credit Agreement] 
  

			
	 SOCIETE GENERALE

		
	By:	 	 /s/ Nigel Elvey

	Name:	 	Nigel Elvey
	Title:	 	Vice President









 [Signature Page to Amendment No. 1 to Revolving Credit Agreement] 
  

			
	THE BANK OF NOVA SCOTIA
		
	By:	 	 [signature illegible]

	Name:	 	
	Title:	 	









 [Signature Page to Amendment No. 1 to Revolving Credit Agreement] 
  

			
	 BANCO BILBAO VIZCAYA ARGENTARIA, S.A.

		
	By:	 	 /s/ Jay Levit

	Name:	 	Jay Levit
	Title:	 	Vice President
		
	By:	 	 /s/ John Martini

	Name:	 	John Martini
	Title:	 	Vice President









 [Signature Page to Amendment No. 1 to Revolving Credit Agreement] 
  

			
	THE NORTHERN TRUST COMPANY
		
	By:	 	 /s/ Courtney L. O’Connor

	Name:	 	Courtney L. O’Connor
	Title:	 	2nd Vice President









 [Signature Page to Amendment No. 1 to Revolving Credit Agreement] 
  

			
	WESTPAC BANKING CORPORATION
		
	By:	 	 /s/ H. Jensen

	Name:	 	H. Jensen
	Title:	 	Vice President









 [Signature Page to Amendment No. 1 to Revolving Credit Agreement] 
  

			
	 THE GOVERNOR AND COMPANY OF THE BANK OF IRELAND

		
	By:	 	 /s/

	Name:	 	
	Title:	 	









 Exhibit A 
 The Facility Fee and the Applicable Margin for Eurodollar Loans shall be, at any time, the rate per annum set forth in the Pricing Grid opposite the Index Debt Rating of the Borrower By: S&P, Moody’s and
Fitch; provided, however that prior to the date that initial Index Debt Ratings are available from each of S&P, Moody’s and Fitch with respect to the Borrower, the rating of the senior, unsecured long-term indebtedness for
borrowed money of the Guarantor (“Guarantor Debt”) issued by S&P, Moody’s and Fitch (which may be called the “corporate credit rating”, “issuer rating”, “issuer default rating”, or some similar
term) and not the Index Debt Rating shall be used to determine the Facility Fee and Applicable Margin for Eurodollar Loans (and for such period all references in the body of this Agreement to an Index Debt Rating or a rating of Index Debt shall be
deemed to be references instead to such ratings of the Guarantor Debt as applicable); provided, however, that if the S&P Rating, the Moody’s Rating and the Fitch Rating fall within different levels, then (i) if two of the
ratings are at the same level and the other rating is one level higher or one level lower than the two same ratings, then the Facility Fee and the Applicable Margin will be based on the two ratings at the same level, (ii) if two of the ratings
are at the same level and the other rating is two or more levels above the two same ratings, then the Facility Fee and the Applicable Margin will be based on the rating that is one level above the two same ratings, (iii) if two of the ratings
are at the same level and the other rating is two or more levels below the two same ratings, then the Facility Fee and the Applicable Margin will be based on the rating that is one level below the two same ratings, and (iv) if each of the three
ratings fall within different levels, then the Facility Fee and the Applicable Margin will be determined based on the rating level that is in between the highest and the lowest ratings. If, at any time, a rating of the Borrower’s Index Debt (or
Guarantor Debt, if applicable) is available from only two of S&P, Moody’s and Fitch, then the Facility Fee and the Applicable Margin shall be based on the Index Debt Rating available from such two rating agencies. If the immediately
preceding sentence is applicable and the two available ratings referred to in such preceding sentence fall within different levels, the Facility Fee and the Applicable Margin shall be determined based on the higher rating and if the ratings differ
by more than one level, the Facility Fee and the Applicable Margin shall be determined based on the rating one level lower than the higher rating. If, at any time, a rating of the Borrower’s Index Debt (or the Guarantor Debt, if applicable as
provided above) is available from only one of or none of S&P, Moody’s, Fitch or any other nationally recognized statistical rating organization designated by the Borrower and approved in writing by the Required Lenders (an “Approved
Agency”), then the Facility Fee and the Applicable Margin for each period commencing during the 30 days following the time there ceased to be at least two such ratings available shall be the Facility Fee and the Applicable Margin in effect
immediately prior to such cessation. Thereafter, the rating to be used until ratings from at least two of S&P, Moody’s, Fitch or such other Approved Agency become available shall be as agreed between the Borrower and the Required Lenders,
and the Borrower and the Required Lenders shall use good faith efforts to reach such agreement within such 30-day period; provided, however, that if no such agreement is reached within such 30-day period, then the Facility Fee and the Applicable
Margin 








 
thereafter, until such agreement is reached, shall be (a) if any such rating has become unavailable as a result of S&P, Moody’s, Fitch or any
other Approved Agency ceasing its business as a rating agency, the Facility Fee and the Applicable Margin in effect immediately prior to such cessation or (b) otherwise, the Facility Fee and the Applicable Margin as set forth opposite the Index
Debt Rating “(BBB-/Baa3/BBB- or lower)” on the Pricing Grid. If the rating of the Guarantor Debt is used to determine the Applicable Margin and the Facility Fee, the provisions set forth in the second proviso hereof through the end of this
paragraph shall apply with respect to any split rating or lack of any rating of the Guarantor Debt to the same effect as such provisions apply to the Borrower’s Index Debt.