Exhibit
10.3


GUARANTOR ASSUMPTION
AGREEMENT


(Electronics Businesses)


This Assignment and Assumption Agreement (Electronics
Businesses) (this “Agreement”)
is made and dated as of June 29, 2007, by and between Tyco International Ltd.,
a Bermuda company (the “Assignor”),
and Tyco Electronics Ltd., a Bermuda company (the “Assignee”).


RECITALS


A.            The Assignor is a party to the Five-Year Senior Credit
Agreement dated as of April 25, 2007 among Tyco Electronics Group S.A., the
Assignor, the Assignee, the lenders party thereto and Bank of America, N.A., as
administrative agent for such lenders (as amended, supplemented or otherwise
modified from time to time, the “Credit Agreement”).


B.            The Credit Agreement contemplates that the Assignor and
the Assignee shall execute and deliver this Agreement.


NOW, THEREFORE, in accordance with the foregoing
premises and for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:


1.  Assignment and Assumption.  Assignor
hereby assigns and transfers to the Assignee and the Assignee hereby accepts
and assumes from the Assignor, all of the right, title, interest, obligations
and duties of the Assignor in, to and under the Credit Agreement, effective as
of the date of this Agreement (the “Effective Date”).


2.  Guarantor.  The
Assignee hereby confirms that, as of the Effective Date, automatically and
without further action of any party (i) the Assignee shall be a party to the
Credit Agreement in place of the Assignor in all respects, (ii) the Assignee
shall assume, in full, all of the obligations and duties of the “Guarantor”
under the Credit Agreement, (iii) the Assignor shall relinquish its rights and
be released from its obligations under the Credit Agreement and (iv) all of the
terms and conditions of the Guarantee set forth in Article VIII of the Credit
Agreement are ratified and confirmed in all respects.


3.  Representations and Warranties.  The
Assignee hereby represents and warrants to the Assignor and the Credit
Agreement Parties that the representations and warranties set forth in Sections
3.01, 3.02, 3.03, 3.06 and 3.11 of the Credit Agreement are true and correct as
of the Effective Date with respect to it as an Obligor.


4.  Governing Law.  This
Agreement shall be governed by, and construed in accordance with, the law of
the State of New York.













5.  Beneficiaries.  This
Agreement is intended to be solely for the benefit of the parties hereto and
the parties to the Credit Agreement and their respective successors and assigns
(collectively, the “Credit
Agreement Parties”) and is not intended to confer any benefits
upon, or create any rights in favor of, any person other than the parties
hereto and the Credit Agreement Parties.


6.  Website.  The Assignee
hereby designates www.tycoelectronics.com as its website for the purposes of
Section 5.01 of the Credit Agreement.


7.  Counterparts.  This
Agreement may be executed in any number of counterparts and by the 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 instrument.


[Remainder of page intentionally left blank; Signature
pages follow.]



 2














[Signature
Page to Guarantor Assumption Agreement (Electronics Revolver)]


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


 


	
  

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TYCO INTERNATIONAL LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher Coughlin

  	
   

  
	
   

  	
   

  	
  Name:  Christopher
  Coughlin

  
	
   

  	
   

  	
  Title:    EVP
  & CFO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TYCO ELECTRONICS LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 











[Signature
Page to Guarantor Assumption Agreement (Electronics Revolver)]


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


 


	
  

  	
  ASSIGNOR:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TYCO INTERNATIONAL LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TYCO ELECTRONICS LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terrence R. Curtin

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Terrence R. Curtin

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice
  President and

  Chief Financial Officer