Exhibit 10.4


GUARANTOR ASSUMPTION
AGREEMENT


 


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 364-Day Senior Bridge Loan
Agreement (Healthcare Businesses) dated as of April 25, 2007 among Tyco
International Group S.A., 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
- Bridge Loan Agreement)]


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