Exhibit 10.5


GUARANTOR ASSUMPTION
AGREEMENT


(Healthcare Businesses)


This Assignment and Assumption Agreement (Healthcare
Businesses) (this “Agreement”)
is made and dated as of June 29, 2007, by and between Tyco International Ltd.,
a Bermuda company (the “Assignor”),
and Covidien 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 Covidien International Finance S.A.,
the Assignor, the Assignee, the lenders party thereto and Citibank, 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.covidien.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 (Healthcare 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.


	
  

  	
  ASS1GNOR:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TYCO INTERNATIONAL LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher Coughlin

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Christopher Coughlin

  
	
   

  	
   

  	
  Title:

  	
  EVP & CFO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ASSIGNEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COVIDIEN LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Charles J. Dockendorff

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Charles J. Dockendorff

  
	
   

  	
   

  	
  Title:

  	
  EVP & CFO