Amended and Restated Five-Year Senior Credit Agreement



 Exhibit 10.5 
 EXECUTION VERSION 
 Published CUSIP Number: 22303MAB5 
 AMENDED AND RESTATED FIVE-YEAR SENIOR CREDIT AGREEMENT 
 dated as of 
 June 4, 2009 
 among 
 COVIDIEN INTERNATIONAL FINANCE S.A., 
 Borrower 
 COVIDIEN LTD. and COVIDIEN PLC, 
 Guarantors 
 The Lenders Party Hereto 
 and 
 CITIBANK, N.A. 
 as Administrative Agent 
 CITIGROUP GLOBAL
MARKETS INC. and UBS SECURITIES LLC 
 as Joint Bookrunners and Joint Lead Arrangers 
 CITIGROUP GLOBAL MARKETS INC. 
 BANC OF AMERICA SECURITIES LLC 
 as Global Coordinators 







 TABLE OF CONTENTS 
  


							
	 	 	 	  	 	 	Page
	ARTICLE I        Definitions	 	1
		 	Section 1.01	  	Defined Terms	 	1
		 	Section 1.02	  	Classification of Loans and Borrowings	 	16
		 	Section 1.03	  	Terms Generally	 	16
		 	Section 1.04	  	Accounting Terms; GAAP	 	16
		
	ARTICLE II      The Credits	 	16
		 	Section 2.01	  	Commitments	 	16
		 	Section 2.02	  	Loans and Borrowings	 	17
		 	Section 2.03	  	Requests for Borrowings	 	17
		 	Section 2.04	  	[Intentionally Omitted]	 	18
		 	Section 2.05	  	Funding of Borrowings	 	18
		 	Section 2.06	  	Interest Elections	 	19
		 	Section 2.07	  	Termination and Reduction of Commitments	 	20
		 	Section 2.08	  	Repayment of Loans; Evidence of Debt	 	21
		 	Section 2.09	  	Prepayment of Loans	 	22
		 	Section 2.10	  	Fees	 	22
		 	Section 2.11	  	Interest	 	23
		 	Section 2.12	  	Calculation of Interest and Fees	 	24
		 	Section 2.13	  	Payments Generally; Pro Rata Treatment; Sharing of Set-offs	 	24
		
	ARTICLE III     Representations and Warranties	 	26
		 	Section 3.01	  	Organization; Powers	 	26
		 	Section 3.02	  	Authorization; Enforceability	 	26
		 	Section 3.03	  	Governmental Approvals; No Conflicts	 	26
		 	Section 3.04	  	Financial Condition; No Material Adverse Change	 	26
		 	Section 3.05	  	Litigation and Environmental Matters	 	27
		 	Section 3.06	  	Investment Company Status	 	27
		 	Section 3.07	  	Taxes	 	27
		 	Section 3.08	  	ERISA	 	27
		 	Section 3.09	  	Disclosure	 	28
		 	Section 3.10	  	Subsidiaries	 	28
		 	Section 3.11	  	Margin Regulations	 	28
		 	Section 3.12	  	Group Companies	 	28
		
	ARTICLE IV     Conditions	 	28
		 	Section 4.01	  	Effective Date	 	28
		 	Section 4.02	  	Each Borrowing	 	29
		
	ARTICLE V      Covenants	 	29
		 	Section 5.01	  	Financial Statements and Other Information	 	29

  

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		 	Section 5.02	  	Existence; Conduct of Business	 	31
		 	Section 5.03	  	Maintenance of Properties; Insurance	 	31
		 	Section 5.04	  	Books and Records; Inspection Rights	 	31
		 	Section 5.05	  	Compliance with Laws	 	32
		 	Section 5.06	  	Use of Proceeds	 	32
		 	Section 5.07	  	Liens	 	32
		 	Section 5.08	  	Fundamental Changes	 	34
		 	Section 5.09	  	Financial Covenant	 	35
		 	Section 5.10	  	Limitation on Restrictions on Subsidiary Dividends and Other Distributions	 	35
		 	Section 5.11	  	Transactions with Affiliates	 	36
		 	Section 5.12	  	Subsidiary Guarantors	 	38
		
	ARTICLE VI     Events of Default	 	38
		
	ARTICLE VII   The Administrative Agent	 	41
		
	ARTICLE VIII  Guarantee	 	43
		 	Section 8.01	  	The Guarantee	 	43
		 	Section 8.02	  	Guarantee Unconditional	 	44
		 	Section 8.03	  	Discharge Only upon Payment in Full; Reimbursement in Certain Circumstances	 	44
		 	Section 8.04	  	Waiver by the Guarantors	 	45
		 	Section 8.05	  	Subrogation	 	45
		 	Section 8.06	  	Stay of Acceleration	 	45
		
	ARTICLE IX    Yield Protection, Illegality and Taxes	 	45
		 	Section 9.01	  	Alternate Rate of Interest	 	45
		 	Section 9.02	  	Illegality	 	46
		 	Section 9.03	  	Increased Costs	 	46
		 	Section 9.04	  	Break Funding Payments	 	47
		 	Section 9.05	  	Taxes	 	47
		 	Section 9.06	  	Matters Applicable to all Requests for Compensation	 	49
		 	Section 9.07	  	Mitigation Obligations	 	49
		
	ARTICLE X      Miscellaneous	 	49
		 	Section 10.01	  	Notices	 	49
		 	Section 10.02	  	Waivers; Amendments	 	51
		 	Section 10.03	  	Expenses; Indemnity; Damage Waiver	 	52
		 	Section 10.04	  	Successors and Assigns	 	54
		 	Section 10.05	  	Survival	 	58
		 	Section 10.06	  	Counterparts; Integration; Effectiveness	 	58
		 	Section 10.07	  	Severability	 	59
		 	Section 10.08	  	Right of Setoff	 	59
		 	Section 10.09	  	Governing Law; Jurisdiction; Consent to Service of Process	 	59
		 	Section 10.10	  	Waiver of Jury Trial	 	60

  

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		 	Section 10.11	  	Waiver of Immunities	 	61
		 	Section 10.12	  	Judgment Currency	 	61
		 	Section 10.13	  	Headings	 	61
		 	Section 10.14	  	Confidentiality	 	61
		 	Section 10.15	  	Electronic Communications	 	63
		 	Section 10.16	  	USA PATRIOT Act Notice	 	64

  

			
	SCHEDULES:
	
	Schedule 1.01 - Pricing Grid
	
	Schedule 2.01 - Commitments
	
	Schedule 10.01 - Administrative Agent’s Office; Lender Notice Addresses
	
	EXHIBITS:
	
	Exhibit A - Form of Note
	
	Exhibit B - Form of Assignment and Assumption
	
	Exhibit C -1- Form of opinion of general counsel of Covidien Ltd.
	
	Exhibit C -2- Form of opinion of general counsel of Covidien plc
	
	Exhibit C-3 - Form of opinion of special Luxembourg counsel
	
	Exhibit C-4 - Form of opinion of special Bermuda counsel
	
	Exhibit C-5 - Form of opinion of special New York counsel
	
	Exhibit C-6 - Form of opinion of special Irish counsel
	
	Exhibit D - Form of Subsidiary Guaranty

  

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 AMENDED AND RESTATED FIVE-YEAR SENIOR CREDIT AGREEMENT (this “Agreement”) dated as of
June 4, 2009, among COVIDIEN INTERNATIONAL FINANCE S.A., a Luxembourg company (the “Borrower”), COVIDIEN LTD., a Bermuda company (“Covidien Ltd.”), COVIDIEN PLC, an Irish company (“Holdco”),
the LENDERS, and CITIBANK, N.A., as Administrative Agent. 
 RECITALS 
 The Borrower, Covidien Ltd. and the Lenders are party to the Five-Year Senior Credit Agreement (Healthcare Businesses) dated as of April 25, 2007,
as amended by Amendment No. 1 to Five-Year Senior Credit Agreement (Healthcare Businesses) dated as of November 6, 2007 (the “Original Credit Agreement”). 
 Covidien Ltd. intends to consummate a series of transactions which will result in the common shareholders of Covidien Ltd. becoming the ordinary
shareholders of Holdco and Covidien Ltd. becoming a Wholly-Owned Consolidated Subsidiary of Holdco. Such transactions are more particularly described in Covidien Ltd.’s Form Pre 14 A filed February 6, 2009 (the “Irish
Transaction”); 
 In connection with the Irish Transaction, the Borrower and Covidien Ltd. have requested that the Lenders agree to
certain amendments to the Original Credit Agreement; 
 Such amendments require the consent of all Lenders and all Lenders consented to the
amendments in Amendment No. 2 to Five-Year Senior Credit Agreement, dated as of March 27, 2009 among the Borrower, Covidien Ltd., the Lenders party thereto and the Administrative Agent (“Amendment No. 2”); 

The parties hereto agree to amend and restate the Original Credit Agreement to reflect such amendments as follows: 
 ARTICLE I 
 Definitions

 Section 1.01 Defined Terms. As used in this Agreement, the following terms have the meanings specified below: 

“ABR”, when used in reference to any Loan or Borrowing, means that such Loan, or the Loans comprising such Borrowing, bear interest
at a rate per annum equal to the Alternate Base Rate. 
 “Accumulated Other Comprehensive (Loss) Income” on any date means
the amount of “Accumulated Other Comprehensive (Loss) Income” of Holdco and its Subsidiaries as of the end of the most recently completed fiscal quarter of Holdco prior to such date of determination determined on a consolidated basis in
accordance with GAAP. 
  

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 “Administrative Agent” means Citibank, in its capacity as administrative agent for the
Lenders under this Agreement and the other Loan Documents, or any successor administrative agent. 
 “Administrative Agent’s
Office” means the office address, facsimile number, electronic mail address, telephone number and account information set forth on Schedule 10.01 with respect to the Administrative Agent or such other address, facsimile number, electronic
mail address, telephone number or account information as shall be designated by the Administrative Agent in a notice to the Borrower and the Lenders. 
 “Affiliate” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the
Person specified. For purposes of this definition, the term “control” (including the terms “controlling” and “under common control with”) means the possession, directly or indirectly, of the power
to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. 
 “Alternate Base Rate” means, for any day, a rate per annum equal to the greater
of (a) the Base Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus  1/2 of
1%. Any change in the Alternate Base Rate due to a change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Base Rate or the Federal Funds Effective Rate,
respectively. 
 “Amendment No. 2” has the meaning set forth in the recitals hereto. 
 “Applicable Margin” means, with respect to any Eurodollar Loan, the applicable CDS Spread; provided, if the CDS Spread is
unavailable as of the applicable date of determination, the Borrower and the Lenders will negotiate in good faith to agree on an alternative method for establishing the Applicable Margin; provided, further if the Borrower and the Lenders are unable
to negotiate on an alternate method within 30 days, the Applicable Margin shall be the “Applicable Cap” set forth on the Pricing Grid for the then applicable Index Debt Rating. 
 “Applicable Percentage” means, with respect to any Lender, the percentage (rounded to the ninth decimal) of the total Commitments in
effect at any given time represented by such Lender’s then applicable Commitment. If the Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the outstanding principal amounts of the Loans made by
the respective Lenders. 
 “Approved Fund” has the meaning assigned to such term in Section 10.04. 
 “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party
whose consent is required by Section 10.04), and accepted by the Administrative Agent, in the form of Exhibit B or any other form approved by the Administrative Agent. 
  

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 “Availability Period” means the period from and including the Initial Effective Date to
but excluding the earlier of the Maturity Date and the date of termination of the Commitments. 
 “Base Rate” means the rate
of interest per annum publicly announced from time to time by Citibank as its base rate or prime rate in effect at its principal office in New York City. 
 “Board” means the Board of Governors of the Federal Reserve System of the United States of America. 
 “Borrower” has the meaning set forth in the preamble hereto. 
 “Borrowing”
means Loans of the same Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect. 
 “Borrowing Request” means a request by the Borrower for a Borrowing in accordance with Section 2.03. 
 “Business Day” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used
in connection with a Eurodollar Loan, the term “Business Day” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market. 
 “CDS Spread” means the rate per annum equal to the five-year credit default swap mid-rate spread of the Borrower (or of Holdco if such
rate is not available for the Borrower), as provided by Markit Group Limited (or any successor thereto, or if Markit Group Limited or any successor thereto is no longer providing quotations of such spread, any other entity of recognized reputation
then providing such quotations as reasonably selected by the Administrative Agent and notified to the Borrower and the Lenders) as of the close of business, New York time, two Business Days prior to the commencement of the applicable Interest
Period; provided that the CDS Spread shall at no time be less than the rate per annum set forth on the Pricing Grid opposite the reference to the applicable Index Debt Rating under the heading “Applicable Floor” or greater than the
rate per annum set forth on the Pricing Grid opposite the reference to the applicable Index Debt Rating under the heading “Applicable Cap” as of the applicable date of determination. 
 “Change in Law” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any
law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 9.03(b), by any lending office of such
Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement. 
 “Citibank” means Citibank, N.A. 
  

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 “Code” means the Internal Revenue Code of 1986, as amended from time to time.

 “Commitment” means, with respect to each Lender at any time, the commitment of such Lender to make Loans hereunder,
expressed as an amount representing the maximum aggregate amount of such Lender’s Revolving Credit Exposure hereunder at such time, as such commitment may be (a) reduced from time to time pursuant to Section 2.07 and (b) reduced
or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 10.04. The amount of each Lender’s Commitment is set forth on Schedule 2.01, or in the Assignment and Assumption pursuant to which such Lender
shall have assumed its Commitment, as applicable. The aggregate amount of the Lenders’ Commitments as of the date hereof is $1,500,000,000. 
 “Commitment Fee” has the meaning assigned to such term in Section 2.10(a)(ii). 
 “Communications” has the meaning assigned to such term in Section 10.15. 
 “Compensation
Period” has the meaning assigned to such term in Section 2.05(b). 
 “Consolidated” refers to the
consolidation of accounts of Holdco and its consolidated Subsidiaries in accordance with GAAP. 
 “Consolidated EBITDA”
means, for any fiscal period, Consolidated Net Income for such period plus the following, to the extent deducted in calculating such Consolidated Net Income: (a) Consolidated Interest Expense, (b) income tax expense, (c) depreciation
and amortization expense (d) any extraordinary expenses or losses, (e) losses on sales of assets outside of the ordinary course of business and losses from discontinued operations, (f) any losses on the retirement of debt identified
in the Consolidated statements of cash flows and (g) any other nonrecurring or non-cash charges (including charges incurred with respect to the Transactions), and minus, to the extent included in calculating such Consolidated Net Income for
such period, the sum of (a) any extraordinary income or gains, (b) gains on the sales of assets outside of the ordinary course of business and gains from discontinued operations, (c) any gains on the retirement of debt identified in
the Consolidated statements of cash flows and (d) any other nonrecurring or non-cash income, all as determined on a Consolidated basis. If during such period Holdco or any Subsidiary shall have made an acquisition, Consolidated EBITDA for such
period shall be calculated after giving pro forma effect thereto as if such acquisition occurred on the first day of such period. 
 “Consolidated Interest Expense” means, for any fiscal period (without duplication), (a) the Consolidated interest expense of Holdco and its Consolidated Subsidiaries for such period plus (b) if a Permitted
Securitization Transaction outstanding during such period is accounted for as a sale of accounts receivable, chattel paper, general intangibles or the like under GAAP, the additional consolidated interest expense that would have accrued during such
period had such Permitted Securitization Transaction been accounted for as a borrowing during such period, determined on a Consolidated basis. 
  

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 “Consolidated Net Income” means, for any fiscal period, the Consolidated net income of
Holdco for such period. 
 “Consolidated Tangible Assets” means, at any time, the total assets less all Intangible Assets
appearing on the Consolidated balance sheet of Holdco as of the end of the most recently concluded fiscal quarter of Holdco. 
 “Consolidated Total Debt” means, as of any date of determination, the aggregate amount of Debt of Holdco determined on a Consolidated basis, as of such date; provided that Guarantees shall be valued at the amount
thereof, if any, reflected on the consolidated balance sheet of Holdco; provided, further that if a Permitted Securitization Transaction is outstanding at such date and is accounted for as a sale of accounts receivable, chattel paper,
general intangibles, or the like, under GAAP, Consolidated Total Debt determined as aforesaid shall be adjusted to include the additional Debt, determined on a consolidated basis as of such date, which would have been outstanding at such date had
such Permitted Securitization Transaction been accounted for as a borrowing at such date; provided, further, that Consolidated Total Debt shall not include Debt of a joint venture, partnership or similar entity which is Guaranteed by
Holdco or a Consolidated Subsidiary by virtue of the joint venture, partnership or similar arrangement with respect to such entity or by operation of applicable law (and not otherwise) except to the extent that the aggregate outstanding principal
amount of such excluded Debt at such date exceeds $50,000,000. 
 “Covidien Ltd.” has the meaning set forth in the preamble
hereto. 
 “Debt” of any Person means, at any date, without duplication, (a) the principal of all obligations of such
Person for borrowed money; (b) the principal of all obligations of such Person evidenced by bonds, debentures, notes or similar instruments; (c) all obligations of such Person in respect of the deferred purchase price of property or
services recorded on the books of such Person (except for (i) trade and similar accounts payable and accrued expenses, (ii) employee compensation, deferred compensation and pension obligations, and other obligations arising from employee
benefit programs and agreements or other similar employment arrangements, (iii) obligations in respect of customer advances received and (iv) obligations in connection with earnout and holdback agreements, in each case in the ordinary
course of business); (d) any obligation of such Person to reimburse the issuer of any letter of credit, performance bond, performance guaranty or bank guaranty issued for the account of such Person upon which, and only to the extent that, a
drawing has been made (or such reimbursement obligation is otherwise not contingent) and such non-contingent obligation is not reimbursed within five Business Days; (e) the net capitalized amount of all obligations of such person as lessee
which are capitalized on the books of such Person in accordance with GAAP; (f) all Debt of others secured by any Lien on property of such Person, whether or not the Debt secured thereby has been assumed, but only to the extent of the lesser of
the face amount of the obligation or the fair market value of the assets so subject to the Lien; and (g) all Guarantees by such Person of Debt of others (except any Guarantor or any Subsidiary); provided that the term “Debt”
shall not include: 
  

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 (A) Intercompany Debt (except that, for the purposes of Sections 5.10 and 5.11, Debt
shall include Intercompany Debt); or 
 (B) obligations in respect of trade letters of credit or bank guaranties supporting
trade and similar accounts payable arising in the ordinary course of business, or 
 (C) Nonrecourse Debt. 
 “Default” means any event or condition which constitutes an Event of Default or which upon notice, lapse of time or both would, unless
cured or waived, become an Event of Default. 
 “Defaulting Lender” means, at any time, a Lender (i) that has failed
for three or more Business Days to comply with its obligations under this Agreement to make a Loan (a “funding obligation”), (ii) that has notified the Administrative Agent, or has stated publicly, that it will not comply with any
such funding obligation hereunder, or has defaulted on its funding obligations under any other loan agreement or credit agreement or other similar agreement, (iii) that has, for three or more Business Days, failed to confirm in writing to the
Administrative Agent, in response to a written request of the Administrative Agent, that it will comply with its funding obligations hereunder, (iv) with respect to which a Lender Insolvency Event has occurred and is continuing or (v) that
has otherwise failed to pay over to the Administrative Agent or any Lender any other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good faith dispute; provided,
however that any determination that a Lender is a Defaulting Lender under clauses (i) through (v) above will be made by the Administrative Agent in its sole discretion acting in good faith; provided that the Administrative
Agent shall not unreasonably reject a request by the Borrower that a Lender be declared a Defaulting Lender. The Administrative Agent will promptly send to all parties hereto notice of any Lender being determined to be a Defaulting Lender.

 “Designated Officer” means the chief executive officer, president, chief financial officer or treasurer of Tyco
Healthcare Group LP. 
 “dollars” or “$” refers to lawful money of the United States of America.

 “Effective Date” means the date on which the conditions specified in Section 4.01 are satisfied or waived.

 “Environmental Laws” means all laws, rules, regulations, codes, ordinances, orders, decrees, judgments, injunctions,
notices or binding agreements issued, promulgated or entered into by any Governmental Authority, relating in any way to the environment, health, safety or Hazardous Materials. 
 “Environmental Liability” means any liability, contingent or otherwise (including any liability for damages, costs of environmental
remediation, fines, penalties or indemnities), of either Guarantor or any Subsidiary directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage,


  

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treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any Hazardous
Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 
 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time. 
 “ERISA Affiliate” means any Person, trade or business (whether or not incorporated) that, together with the Borrower, is treated as a
single employer under Section 414(b), (c), (m) or (o) of the Code or Section 4001(b)(3) of ERISA. 
 “ERISA
Event” means (a) any “reportable event”, as defined in Section 4043 of ERISA or the regulations issued thereunder with respect to a Plan; (b) the existence with respect to any Plan of an “accumulated
funding deficiency” (as defined in Section 412 of the Code or Section 302 of ERISA), whether or not waived; (c) the filing pursuant to Section 412(d) of the Code or Section 303(d) of ERISA of an application for a
waiver of the minimum funding standard with respect to any Plan; (d) the incurrence by either Guarantor or any of its ERISA Affiliates of any liability under Title IV of ERISA (other than payment of PBGC premiums) with respect to the
termination of any Plan; (e) the receipt by either Guarantor or any ERISA Affiliate from the PBGC or a plan administrator of any notice relating to the PBGC’s intention to terminate any Plan or Plans or to appoint a trustee to administer
any Plan; (f) the incurrence by the Borrower or any of its ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan; (g) the receipt by either Guarantor or any ERISA
Affiliate of any notice, or the receipt by any Multiemployer Plan from either Guarantor or any ERISA Affiliate of any notice, concerning the imposition of Withdrawal Liability or a determination that a Multiemployer Plan is, or is expected to be,
insolvent or in reorganization, within the meaning of Title IV of ERISA; or (h) the failure to timely make any required contribution or premium payment in respect of any Plan or contribution in respect of any Multiemployer Plan. 
 “Eurodollar Reserve Percentage” in respect of any Lender and for any day during any Interest Period, the reserve percentage (expressed
as a decimal) in effect on such day and applicable to such Lender under Regulation D promulgated by the Board of Governors of the Federal Reserve System for determining such Lender’s reserve requirement (including any emergency, supplemental or
other marginal reserve requirement) with respect to “Eurocurrency liabilities”, as in effect from time to time (“FRB Regulation D”). 
 “Eurodollar”, when used in reference to any Loan or Borrowing, means that such Loan, or the Loans comprising such Borrowing, bear interest at a rate per annum equal to the applicable LIBO Rate plus
the Applicable Margin. 
 “Event of Default” has the meaning assigned to such term in Article VI. 
 “Excluded Taxes” means, with respect to the Administrative Agent, any Lender or any other recipient of any payment to be made by or on
account of any obligation of any Obligor 

  

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hereunder, (a) income or franchise taxes imposed on (or measured by) its net income (other than Taxes withheld at the source) by the United States of
America, or by the jurisdiction under the laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable lending office is located, (b) any branch profits taxes
imposed by the United States of America or any similar tax imposed by any other jurisdiction in which the Borrower is located and (c) in the case of a Foreign Lender (other than an assignee pursuant to a request by the Borrower under
Section 10.04(e)), any United States withholding tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender becomes a party to this Agreement (or designates a new lending office) or is attributable to such
Foreign Lender’s failure to comply with Section 9.05(e) (except to the extent such failure is attributable to a Change in Law, except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation
of a new lending office (or assignment), to receive additional amounts from any Obligor with respect to such withholding tax pursuant to Section 9.05(a). 
 “Federal Funds Effective Rate” means, for any day, the weighted average of the rates on overnight Federal funds transactions with members of the Federal Reserve System arranged by Federal funds
brokers, as published on the next succeeding Business Day by the Federal Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for such day for such transactions received by
the Administrative Agent from three Federal funds brokers of recognized standing selected by it. 
 “Fee Letters” means each
of (i) the letter dated December 20, 2006 between the Borrower and the Administrative Agent, (ii) the letter dated December 20, 2006 between the Borrower and the Global Coordinators and (iii) the letter dated March 24,
2009 between the Borrower and the Administrative Agent. 
 “Fitch” means Fitch, Inc. 
 “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 Covidien Ltd. or of Holdco if such rating is unavailable for Covidien Ltd., by Fitch.

 “Foreign Lender” means any Lender that is organized under the laws of a jurisdiction other than the United States of
America, any State thereof or the District of Columbia. 
 “GAAP” means generally accepted accounting principles as in
effect from time to time in the United States of America. 
 “Global Coordinators” means Citigroup Global Markets Inc. and
Banc of America Securities LLC in their respective capacities as global coordinators. 
 “Governmental Authority” means the
government of the United States of America or any political subdivision thereof, any other nation or any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other


  

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entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any
supra-national bodies such as the European Union or the European Central Bank). 
 “Granting Lender” has the meaning
assigned to such term in Section 10.04(g). 
 “Guarantee” of or by any Person (the “guarantor”) means
any obligation, contingent or otherwise, of the guarantor guaranteeing or having the economic effect of guaranteeing any Debt or other obligation of any other Person (the “primary obligor”) in any manner, whether directly or
indirectly, and including any obligation of the guarantor, direct or indirect, (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Debt or other obligation or to purchase (or to advance or supply funds for
the purchase of) any security for the payment thereof, (b) to purchase or lease property, securities or services for the purpose of assuring the owner of such Debt or other obligation of the payment thereof, (c) to maintain working
capital, equity capital or any other financial statement condition or liquidity of the primary obligor so as to enable the primary obligor to pay such Debt or other obligation or (d) as an account party in respect of any letter of credit or
letter of guaranty issued to support such Debt or obligation; provided, that the term Guarantee shall not include endorsements for collection or deposit in the ordinary course of business. 
 “Guarantor” means each of Covidien Ltd. and Holdco. 
 “Guarantor Assumption Agreement” means the Guarantor Assumption Agreement dated as of June 29, 2007 between the Initial Guarantor and Covidien Ltd. 
 “Hazardous Materials” means all explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes or other
pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes. 
 “Holdco” has the meaning set forth in the preamble hereto. 
 “Indemnified
Taxes” means Taxes other than Excluded Taxes. 
 “Index Debt” means senior, unsecured, long-term indebtedness for
borrowed money of the Borrower that is not guaranteed by any other Person other than the Guarantors or subject to any other credit enhancement. 
 “Index Debt Rating” means the S&P Rating, the Moody’s Rating and the Fitch Rating. 
 “Index Debt
Rating Change” means a change in the S&P Rating, the Moody’s Rating or the Fitch Rating that results in a change from one Index Debt Rating category to another on the Pricing Grid in accordance with the provisions of Schedule 1.01,
each Index Debt Rating Change to be deemed to take effect on the date on which the relevant change in rating is first publicly announced by S&P, Moody’s or Fitch, as the case may be. 
 “Initial Closing Date” means April 25, 2007. 
  

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 “Initial Effective Date” means June 30, 2007. 
 “Initial Guarantor” means Tyco International Ltd., a Bermuda company. 
 “Intangible Assets” means, at any date, the amount (if any) stated under the heading “Goodwill and Other Intangible assets,
net” or under any other heading relating to intangible assets separately listed, in each case, on the face of a balance sheet of Holdco prepared on a Consolidated basis as of such date. 
 “Intercompany Debt” means (i) indebtedness of either Guarantor owed to a Subsidiary and (ii) indebtedness of a Subsidiary owed
to either Guarantor or another Subsidiary. 
 “Interest Election Request” means a request by the Borrower to convert or
continue a Borrowing in accordance with Section 2.06. 
 “Interest Payment Date” means (a) with respect to any ABR
Loan, the last Business Day of each March, June, September and December and (b) with respect to any Eurodollar Loan, the last day of the Interest Period applicable to the Borrowing of which such Loan is a part; provided that, if an
Interest Period for a Eurodollar Borrowing is of more than three months’ duration, each day within such Interest Period that occurs at intervals of three months’ duration after the first day of such Interest Period shall also be an
Interest Payment Date. 
 “Interest Period” means with respect to any Eurodollar Borrowing, the period commencing on the
date of such Borrowing and ending on the date that is one, two, three or six months thereafter, as the Borrower may elect, upon notice received by the Administrative Agent not later than 11:00 a.m. (New York City time) on the third Business Day
prior to the first day of such Interest Period, or such other period as requested by the Borrower and agreed to by all the Lenders in accordance with Section 2.03(b); provided, that 
 (i) if any Interest Period would end on a day other than a Business Day, such Interest Period shall be extended to the next succeeding
Business Day unless such next succeeding Business Day would fall in the next calendar month, in which case such Interest Period shall end on the next preceding Business Day; 
 (ii) any Interest Period of one or more whole months that commences on the last Business Day of a calendar month (or on a day for which
there is no numerically corresponding day in the last calendar month of such Interest Period) shall end on the last Business Day of the last calendar month of such Interest Period; and 
 (iii) the Borrower may not select any Interest Period that may end after the Maturity Date. 
 For purposes hereof, the date of a Borrowing initially shall be the date on which such Borrowing is made and thereafter shall be the effective date of the most recent
conversion or continuation of such Borrowing. 
  

 10 








 “Irish Transaction” has the meaning set forth in the recitals hereto. 
 “Lender Insolvency Event” means that (i) a Lender or its Parent Company is insolvent, or is generally unable to pay its debts as
they become due, or admits in writing its inability to pay its debts as they become due, or makes a general assignment for the benefit of its creditors, or (ii) such Lender or its Parent Company is the subject of a bankruptcy, insolvency,
reorganization, liquidation or similar proceeding, or a receiver, trustee, conservator, intervenor or sequestrator or the like has been appointed for such Lender or its Parent Company, or such Lender or its Parent Company has taken any action in
furtherance of or indicating its consent to or acquiescence in any such proceeding or appointment. 
 “Lenders” means the
Persons listed on Schedule 2.01 and any other Person that shall have become a party hereto pursuant to an Assignment and Assumption, other than any such Person that ceases to be a party hereto pursuant to an Assignment and Assumption. 
 “LIBO Rate” means, with respect to any Eurodollar Borrowing for any Interest Period, the British Bankers Association London Interbank
Offered Rate (“BBA LIBOR”), as it is published by Reuters or any successor to or substitute for such service, providing rate quotations of BBA LIBOR, as determined by the Administrative Agent from time to time for purposes of
providing quotations of interest rates applicable to dollar deposits in the London interbank market) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period, as the rate for dollar deposits with
a maturity comparable to such Interest Period. In the event that such rate is not available at such time for any reason, then the “LIBO Rate” with respect to such Eurodollar Borrowing for such Interest Period shall be the rate at
which dollar deposits of $10,000,000 and for a maturity comparable to such Interest Period are offered by the principal London office of the Administrative Agent in immediately available funds in the London interbank market at approximately 11:00
a.m., London time, two Business Days prior to the commencement of such Interest Period. 
 “Lien” means, with respect to any
asset, any mortgage, deed of trust, lien, pledge, hypothecation, encumbrance, charge or security interest in, on or of such asset, including the interest of a vendor or a lessor under any conditional sale agreement, capital lease or title retention
agreement. 
 “Loan Documents” means this Agreement, each Note (if any), the Guarantor Assumption Agreement, the Fee Letters
and each Subsidiary Guaranty (if any). 
 “Loans” means the loans made by the Lenders to the Borrower pursuant to this
Agreement. 
 “Material Adverse Effect” means a material adverse effect on (a) the Consolidated financial condition,
business or operations of Holdco and its Subsidiaries taken as a whole, (b) the ability of the Obligors to perform their obligations under the Loan Documents or (c) the rights and remedies of the Administrative Agent and the Lenders under
the Loan Documents. 
  

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 “Material Debt” means Debt (other than Loans or other Debt under this Agreement) of any
one or more of Holdco and its Subsidiaries in an aggregate principal amount exceeding $50,000,000. 
 “Maturity Date” means
April 25, 2012. 
 “Moody’s” means Moody’s Investors Service, Inc. and any successor to its business of
rating debt securities. 
 “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 Covidien Ltd. or of Holdco if such
rating is unavailable for Covidien Ltd., by Moody’s. 
 “Multiemployer Plan” means a multiemployer plan as defined in
Section 4001(a)(3) of ERISA. 
 “Nonrecourse Debt” means, at any time, all Debt of Subsidiaries (and all other Persons
which are consolidated on Holdco’s financial statements in accordance with GAAP (such Subsidiaries or other Persons a “Consolidated Person”)) of Holdco’s outstanding at such time incurred on terms that recourse may be had
to such Consolidated Person only by enforcing the lender’s default remedies with respect to specific assets which constitute collateral security for such Debt and not by way of action against such Consolidated Person (nor against Holdco or such
other Consolidated Person of Holdco) as a general obligor in respect of such Debt (subject to, for the avoidance of doubt, customary exceptions contained in non-recourse financings to the non-recourse nature of the obligations thereunder).

 “Note” means (i) a promissory note substantially in the form of Exhibit A made by the Borrower in favor of a Lender
evidencing Loans made by such Lender, to the extent requested by such Lender pursuant to Section 2.08(e) and (ii) any promissory note made by the Borrower pursuant to the Original Credit Agreement. 
 “Obligors” means the Borrower and the Guarantors. 
 “Original Credit Agreement” has the meaning set forth in the recitals hereto. 
 “Other Taxes” means any and all present or future, stamp or documentary taxes or any other excise or property taxes, charges or similar levies (together with any addition to tax, penalty, fine or interest thereon) arising
from any payment made under any Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, any Loan Document. 
 “Parent Company” means, with respect to a Lender, the bank holding company (as defined in Federal Reserve Board Regulation Y), if any, of such Lender, and/or any Person owning, beneficially or of record, directly or
indirectly, a majority of the shares of such Lender. 
  

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 “Participant” has the meaning assigned to such term in Section 10.04. 

“PBGC” means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor entity performing similar
functions. 
 “Permitted Securitization Transaction” means any sale or sales of any accounts receivable, general
intangibles, chattel paper or other financial assets and related rights and assets of Holdco and/or any of its Subsidiaries, and financing secured by the assets so sold, pursuant to which Holdco and its Subsidiaries realize aggregate net proceeds of
not more than $250,000,000, including, without limitation, any revolving purchase(s) of such assets where the maximum aggregate uncollected purchase price (exclusive of any deferred purchase price) therefor does not exceed $250,000,000. 

“Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership,
Governmental Authority or other entity. 
 “Plan” means any employee pension benefit plan (other than a Multiemployer Plan)
subject to the provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if such plan were terminated, would under Section 4069 of ERISA be
deemed to be) an “employer” as defined in Section 3(5) of ERISA. 
 “Platform” has the meaning assigned to
such term in Section 10.15. 
 “Preferred Stock” means any preferred and/or redeemable capital stock of either
Guarantor or any Subsidiary, as the case may be, that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder, in whole or in part, on or prior to the Maturity Date. 
 “Pricing Grid” means the Pricing Grid and the conventions for determining pricing as set forth on Schedule 1.01. 
 “Refinancing” means, with respect to any financing, any instrument or agreement amending, restating, supplementing, extending, renewing,
refunding, refinancing, replacing or otherwise modifying, in whole or in part, the documents governing such financing (and “Refinance” shall have a correlative meaning). 
 “Register” has the meaning assigned to such term in Section 10.04. 
 “Related Parties” means, with respect to any specified Person, such Person’s Affiliates and the respective directors, officers,
employees, agents and advisors of such Person and such Person’s Affiliates. 
 “Reportable Action” means any action,
suit or proceeding or investigation before any court, arbitrator or other governmental body against either Guarantor or any of their respective 

  

 13 








 
Subsidiaries or any ERISA Event, in each case in which there is a reasonable possibility of an adverse determination that could reasonably be expected to
have a Material Adverse Effect. 
 “Required Lenders” means, at any time, Lenders (not including the Borrower or any of its
Affiliates) having aggregate Applicable Percentages in excess of 50% at such time. 
 “Responsible Officer” means any of the
following: (i) the Chief Executive Officer, President, Vice President and Chief Financial Officer, Treasurer or Secretary of Covidien Ltd. (ii) the Chief Executive Officer, President, Vice President and Chief Financial Officer, Treasurer
or Secretary of the Borrower or a Managing Director of the Borrower or (iii) the Chief Executive Officer, President, Vice President and Chief Financial Officer, Treasurer or Secretary of Holdco. 
 “Revolving Credit Exposure” means, with respect to any Lender at any time the outstanding principal amount of such Lender’s Loans
at such time. 
 “S&P” means Standard & Poor’s Ratings Services, a division of The McGraw-Hill Companies,
Inc. and any successor to its business of rating debt securities. 
 “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
Covidien Ltd., or of Holdco if such rating is unavailable for Covidien Ltd., by S&P. 
 “SEC” means the Securities and
Exchange Commission, or any Governmental Authority succeeding to any of its principal functions. 
 “Significant Subsidiary”
means, at any date, any Subsidiary which, including its subsidiaries, meets any of the following conditions: 
 (i) the
proportionate share attributable to such Subsidiary of the total assets of Holdco (after intercompany eliminations) exceeds 15% of the total assets of Holdco, determined on a Consolidated basis as of the end of the most recently completed fiscal
year; or 
 (ii) Holdco’s and its Subsidiaries’ equity in the income of such Subsidiary from continuing operations
before income taxes, extraordinary items and cumulative effect of a change in accounting principles exceeds 15% of Consolidated income of Holdco from continuing operations before income taxes, any loss on the retirement of debt, extraordinary items,
cumulative effect of a change in accounting principles, and before any impairment charges, determined for the most recently completed fiscal year. 
 For the
avoidance of doubt, each of the Borrower and Covidien Ltd. shall at all times be deemed a “Significant Subsidiary”. 
 “SPC” has the meaning assigned to such term in Section 10.04(g). 
  

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 “Stock” means, with respect to any Person, any capital stock or equity securities of or
other ownership interests in such Person. 
 “Stock Equivalents” means, with respect to any Person, options, warrants, calls
or other rights entered into or issued by such Person to acquire any Stock of, or securities convertible into or exchangeable for Stock of, such Person. 
 “subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other entity of which a majority of the shares of securities or other interests having ordinary
voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise
controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. 
 “Subsidiary” means any
subsidiary of Covidien Ltd. or Holdco. 
 “Subsidiary Guarantor” means each Subsidiary that has executed a Subsidiary
Guaranty pursuant to Section 5.12. 
 “Subsidiary Guaranty” means a guaranty entered into by a Subsidiary in
substantially the form of Exhibit D, with any such modifications to such form as may be necessary or advisable and customary under the local law of the jurisdiction of organization of the relevant Subsidiary, in the judgment of the Obligors.

 “Taxes” means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings imposed
or asserted by any Governmental Authority, together with any addition to tax, penalty, fine or interest thereon. 
 “Transactions” means the execution, delivery and performance by the Obligors of this Agreement and the other Loan Documents, the borrowing of Loans and the use of the proceeds thereof. 
 “Type”, when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on the Loans comprising
such Borrowing, is determined by reference to the LIBO Rate or the Alternate Base Rate. 
 “Upfront Fee” has the meaning
assigned to such term in Section 2.10(a)(i). 
 “Wholly-Owned Consolidated Subsidiary” means any Consolidated
Subsidiary all of the shares of capital stock or other ownership interests of which (except directors’ qualifying shares and investments by foreign nationals mandated by applicable law) are at the time beneficially owned, directly or
indirectly, by Holdco. 
 “Withdrawal Liability” means liability to a Multiemployer Plan as a result of a complete or
partial withdrawal from such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA. 
  

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 Section 1.02 Classification of Loans and Borrowings. For purposes of this Agreement and the
other Loan Documents, Loans or Borrowings may be classified and referred to by Type (e.g., a “Eurodollar Loan” or an “ABR Borrowing”). 
 Section 1.03 Terms Generally. With reference to this Agreement and each other Loan Document, unless otherwise specified herein or in such other Loan Document: 
 The definitions of terms herein and therein shall apply equally to the singular and plural forms of the terms defined. Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase “without
limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall”. Unless the context requires otherwise (a) any definition of or reference to any agreement,
instrument or other document herein shall be construed as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or
modifications set forth herein), (b) any reference herein to any Person shall be construed to include such Person’s successors and assigns, (c) the words “herein”, “hereof” and
“hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references in a Loan Document to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in which such references appear and (e) the words “asset” and “property” shall be construed to
have the same meaning and effect and to refer to any and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 
 Section 1.04 Accounting Terms; GAAP. Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP, as in effect from time to
time; provided that, if the Borrower notifies the Administrative Agent that the Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof
on the operation of such provision, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then (i) the Administrative Agent, the Lenders and the Borrower shall negotiate in good faith
to amend such provision to preserve the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders) and (ii) such provision shall be interpreted on the basis of GAAP as in effect and applied
immediately before such change shall have become effective until such notice shall have been withdrawn or such provision amended in accordance herewith. 
 ARTICLE II 
 The Credits 
 Section 2.01 Commitments. Subject to the terms and conditions set forth herein, each Lender agrees to make Loans to the Borrower from time to
time during the Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Revolving Credit Exposure exceeding such Lender’s Commitment or (ii) the total Revolving 

  

 16 








 
Credit Exposures exceeding the total Commitments. Within the foregoing limits and subject to the terms and conditions set forth herein, the Borrower may
borrow, prepay and reborrow Loans. The Obligors and the Lenders acknowledge and agree that any Loans outstanding under the Original Credit Agreement as of the Effective Date shall be deemed made pursuant to the terms hereof, shall be subject to and
governed by the terms and conditions hereof and shall be considered Loans under this Agreement. 
 Section 2.02 Loans and
Borrowings. 
 (a) Each Loan shall be made as part of a Borrowing consisting of Loans made by the Lenders ratably in accordance with their
then applicable respective Commitments. The failure of any Lender to make any Loan required to be made by it shall not relieve any other Lender of its obligations hereunder. 
 (b) Subject to Section 9.03, each Borrowing shall be comprised entirely of ABR Loans or Eurodollar Loans as the Borrower may request in accordance
herewith. Each Lender at its option may make any Eurodollar Loan by causing any domestic or foreign branch or Affiliate of such Lender to make such Loan; provided that any exercise of such option shall not affect the obligation of the
Borrower to repay such Loan in accordance with the terms of this Agreement or result in any obligations of the Borrower to pay additional amounts under Section 9.03 or 9.05. 
 (c) At the commencement of each Interest Period for any Eurodollar Borrowing, and at the time each ABR Borrowing is made, such Borrowing shall be in an
aggregate amount that is an integral multiple of $1,000,000 and not less than $10,000,000 (except that any such Borrowing may be in the aggregate amount that is equal to the entire unused balance of the total Commitments). Borrowings of more than
one Type may be outstanding at the same time; provided that there shall not be more than a total of 10 Eurodollar Borrowings outstanding at the same time. 
 Section 2.03 Requests for Borrowings. 
 (a) To request a Borrowing, the Borrower shall notify the
Administrative Agent of such request by telephone, facsimile or electronic mail (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing (except as
provided in Section 2.03(b)) or (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing. Each Borrowing Request shall be irrevocable and if made telephonically, shall be
confirmed promptly, by hand delivery, facsimile or electronic mail of a written Borrowing Request in a form approved by the Administrative Agent, and be executed by a Managing Director of the Borrower or another authorized borrowing representative
of the Borrower, as notified by the Borrower to the Administrative Agent from time to time. Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.02: 
 (i) the aggregate amount of the requested Borrowing; 
  

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 (ii) the date of such Borrowing, which shall be a Business Day; 
 (iii) whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; 
 (iv) in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by
the definition of the term “Interest Period”; and 
 (v) the location and number of the Borrower’s
account to which funds are to be disbursed, which shall comply with the requirements of Section 2.05. 
 If no election as to the Type of Borrowing is
specified, then the requested Borrowing shall be an ABR Borrowing. If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s
duration. Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Loan to be made as part of the requested
Borrowing. 
 (b) The Borrower may request a Eurodollar Borrowing having an Interest Period other than one, two, three or six months in
duration as provided in the definition of “Interest Period” by notifying the Administrative Agent not later than 11:00 a.m., New York City time, four Business Days prior to the requested date of such Borrowing having such Interest
Period, whereupon the Administrative Agent shall give prompt notice to the Lenders of such request and determine whether the requested Interest Period is acceptable to all of them; and not later than 8:00 a.m., New York City time, on the
Business Day after receiving such request from the Borrower, the Administrative Agent shall notify the Borrower whether or not the requested Interest Period has been agreed to by all the Lenders. If such requested Interest Period is so approved by
all of the Lenders, the Borrower may thereafter from time to time elect to make Borrowing Requests under Section 2.03(a) and Interest Election Requests under Section 2.06(c) designating such Interest Period, until the Administrative Agent
notifies the Borrower that the Required Lenders have elected to revoke such approval. 
 Section 2.04 [Intentionally Omitted].

 Section 2.05 Funding of Borrowings. 
 (a) Each Lender shall make each Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds by 1:00 p.m., New York City time, to the account of the Administrative Agent
most recently designated by it for such purpose by notice to the Lenders. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such Borrowing is the initial Borrowing, Section 4.01), the Administrative Agent
will make all funds so received available to the Borrower in like funds as received by the Administrative Agent either by (i) crediting the amounts so received, in like funds, to an account of the Borrower maintained with the Administrative
Agent in New York City or (ii) wire transfer 

  

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of such funds, in each case in accordance with instructions provided to the Administrative Agent in the applicable Borrowing Request. 
 (b) Unless the Administrative Agent shall have received notice from a Lender prior to the proposed date of any Borrowing that such Lender will not make
available to the Administrative Agent such Lender’s share of such Borrowing, or by 12:00 p.m. New York City time on the proposed date of such Borrowing, in the case of ABR Borrowings, the Administrative Agent may assume that such Lender has
made such share available on such date in accordance with paragraph (a) of this Section and may, in reliance upon such assumption, make available to the Borrower a corresponding amount. If and to the extent that such Lender did not make
available such Lender’s share of such Borrowing, then such Lender shall forthwith on demand pay to the Administrative Agent the amount thereof in immediately available funds, together with interest thereon for the period from the date such
amount was made available by the Administrative Agent to the Borrower to the date such amount is recovered by the Administrative Agent (the “Compensation Period”) at a rate per annum equal to the Federal Funds Effective Rate from
time to time in effect plus the Administrative Agent’s standard processing fee for interbank compensation. If such Lender pays such amount to the Administrative Agent, then such amount shall constitute such Lender’s Loan included in the
applicable Borrowing. If such Lender does not pay such amount forthwith upon the Administrative Agent’s demand therefor, the Administrative Agent may make a demand therefor upon the Borrower, and the Borrower shall pay such amount to the
Administrative Agent, together with the interest thereon for the Compensation Period at a rate per annum equal to the rate of interest applicable to the applicable Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation
to fulfill its Commitment or to prejudice any rights which the Administrative Agent or the Borrower may have against any Lender as a result of any default by such Lender hereunder. 
 Section 2.06 Interest Elections. 
 (a) Each Borrowing initially shall be of the Type specified in the applicable Borrowing Request and, in the case of a Eurodollar Borrowing, shall have an initial Interest Period as specified in such Borrowing Request. Thereafter, the
Borrower may elect to convert such Borrowing to a different Type or to continue such Borrowing and, in the case of a Eurodollar Borrowing, may elect Interest Periods therefor, all as provided in this Section. The Borrower may elect different options
with respect to different portions of the affected Borrowing, in which case each such portion shall be allocated ratably among the Lenders holding the Loans comprising such Borrowing, and the Loans comprising each such portion shall be considered a
separate Borrowing. 
 (b) To make an election pursuant to this Section, the Borrower shall notify the Administrative Agent of such election
by telephone, facsimile or electronic mail by the time that a Borrowing Request would be required under Section 2.03 if the Borrower were requesting a Borrowing of the Type resulting from such election to be made on the effective date of such
election. Each such Interest Election Request shall be irrevocable and, if made telephonically, shall be confirmed promptly in a signed notice by hand delivery, facsimile or electronic mail to 

  

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the Administrative Agent of a written Interest Election Request in a form approved by the Administrative Agent. 
 (c) Each telephonic and written Interest Election Request shall specify the following information in compliance with Section 2.02: 
 (i) the Borrowing to which such Interest Election Request applies and, if different options are being elected with respect to different
portions thereof, the portions thereof to be allocated to each resulting Borrowing (in which case the information to be specified pursuant to clauses (iii) and (iv) below shall be specified for each resulting Borrowing); 
 (ii) the effective date of the election made pursuant to such Interest Election Request, which shall be a Business Day; 
 (iii) whether the resulting Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing; and 
 (iv) if the resulting Borrowing is a Eurodollar Borrowing, the Interest Period to be applicable thereto after giving effect to such
election, which shall be a period contemplated by the definition of the term “Interest Period”, subject to Section 2.03(b). 
 If any
such Interest Election Request requests a Eurodollar Borrowing but does not specify an Interest Period, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration. 
 (d) Promptly following receipt of an Interest Election Request, the Administrative Agent shall advise each Lender of the details thereof and of such
Lender’s portion of each resulting Borrowing. 
 (e) If the Borrower fails to deliver a timely Interest Election Request with respect to
a Eurodollar Borrowing prior to the end of the Interest Period applicable thereto, then, unless such Borrowing is repaid as provided herein, at the end of such Interest Period such Borrowing shall be converted to an ABR Borrowing. Notwithstanding
any contrary provision hereof, if an Event of Default under clause (a) or (b) of Article VI has occurred and is continuing and the Administrative Agent, at the request of the Required Lenders, so notifies the Borrower, then, so long as
such Event of Default is continuing (i) no outstanding Borrowing may be converted to or continued as a Eurodollar Borrowing and (ii) unless repaid, each Eurodollar Borrowing shall be converted to an ABR Borrowing at the end of the Interest
Period applicable thereto. 
 Section 2.07 Termination and Reduction of Commitments. 
 (a) Unless previously terminated, the Commitments shall terminate on the Maturity Date. 
  

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 (b) The Borrower may at any time terminate, or from time to time reduce, the Commitments; provided
that (i) each reduction of the Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or reduce the Commitments if, after giving effect to any
concurrent prepayment of the Loans in accordance with Section 2.09, the total Revolving Credit Exposures would exceed the total Commitments. 
 (c) The Borrower shall notify the Administrative Agent of any election to terminate or reduce the Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or
reduction, specifying such election and the effective date thereof, provided that a notice of termination of the Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit
facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied. Promptly following receipt of any notice, the Administrative
Agent shall advise the Lenders of the contents thereof. Any termination or reduction of the Commitments shall be permanent. Each reduction of the Commitments shall be made ratably among the Lenders in accordance with their respective Commitments.

 (d) The Borrower may terminate the unused amount of the Commitment of a Defaulting Lender upon not less than three (3) Business
Days’ prior notice to the Administrative Agent (which will promptly notify the Lenders thereof), and in such event the provisions of Section 2.13(b) will apply to all amounts thereafter paid by the Borrower for the account of such
Defaulting Lender under this Agreement (whether on account of principal, interest, fees, indemnity or other amounts), provided that such termination will not be deemed to be a waiver or release of any claim the Borrower, the Administrative Agent or
any Lender may have against such Defaulting Lender. 
 Section 2.08 Repayment of Loans; Evidence of Debt. 
 (a) The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender the then unpaid principal amount of
each Loan on the Maturity Date. 
 (b) Each Lender shall maintain in accordance with its usual practice an account or accounts evidencing the
indebtedness of the Borrower to such Lender resulting from each Loan made by such Lender, including the amounts of principal and interest payable and paid to such Lender from time to time hereunder. 
 (c) The Administrative Agent shall maintain accounts in which it shall record (i) the amount of each Loan made hereunder, the Type thereof and the
Interest Period applicable thereto, (ii) the amount of any principal or interest due and payable or to become due and payable from the Borrower to each Lender hereunder and (iii) the amount of any sum received by the Administrative Agent
hereunder for the account of the Lenders and each Lender’s share thereof. 
  

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 (d) The entries made in the accounts maintained pursuant to paragraph (b) or (c) of this
Section shall be prima facie evidence of the existence and amounts of the obligations recorded therein; provided that the failure of any Lender or the Administrative Agent to maintain such accounts or any error therein shall not in any
manner affect the obligation of the Borrower to repay the Loans in accordance with the terms of this Agreement or the other Loan Documents. 
 (e) Any Lender may request that Loans made by it be evidenced by a Note. In such event, the Borrower shall prepare, execute and deliver to such Lender a Note payable to the order of such Lender (or, if requested by such Lender, to such
Lender and its registered assigns). Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (including after assignment pursuant to Section 10.04) be represented by one or more Notes payable to the order of the
payee named therein (or, if such Note is a registered note, to such payee and its registered assigns). 
 Section 2.09 Prepayment of
Loans. 
 (a) The Borrower shall have the right at any time and from time to time to prepay any Borrowing in whole or in part subject to
prior notice in accordance with paragraph (b) of this Section. 
 (b) The Borrower shall notify the Administrative Agent by telephone
(confirmed in a signed notice sent by facsimile or electronic mail) of any prepayment hereunder (i) in the case of prepayment of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of
prepayment, or (ii) in the case of prepayment of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of prepayment. Each such notice shall specify the prepayment date and the principal amount of each Borrowing or
portion thereof to be prepaid provided that, if a notice of optional prepayment is given in connection with a conditional notice of termination of the Commitments as contemplated by Section 2.07(c), then such notice of prepayment may be
revoked if such notice of termination is revoked in accordance with Section 2.07(c). Promptly following receipt of any such notice relating to a Borrowing, the Administrative Agent shall advise the Lenders of the contents thereof. Each partial
prepayment of any Borrowing shall be in an amount that would be permitted in the case of an advance of a Borrowing of the same Type as provided in Section 2.02(c). Each prepayment of a Borrowing shall be applied ratably to the Loans included in
the prepaid Borrowing. Prepayments shall be accompanied by accrued interest to the extent required by Section 2.11 and break funding payments to the extent required by Section 9.04. 
 Section 2.10 Fees. 
 (a) The
Borrower agrees to pay to the Administrative Agent the following fees: 
 (i) for the account of each Lender which has
delivered to the Administrative Agent an executed counterpart of Amendment No. 2, on the Effective Date, an upfront fee in an amount equal to the product of (x) such Lender’s Commitment amount, multiplied by (y) 0.05% (the
“Upfront Fee”). 
  

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 (ii) for the account of each Lender, a commitment fee, which shall accrue on the daily
amount of the then applicable unused Commitment of such Lender during the period from and including the Effective Date to but excluding the date on which such Commitment terminates, at the rate per annum set forth on the Pricing Grid opposite the
reference to the applicable Index Debt Rating under the heading “Applicable Commitment Fee Rate” (the “Commitment Fee”); provided that, if such Lender continues to have any Revolving Credit Exposure after its
Commitment terminates, then such Commitment Fee shall continue to accrue on the daily amount of such Lender’s Revolving Credit Exposure from and including the date on which its Commitment terminates to but excluding the date on which such
Lender ceases to have any Revolving Credit Exposure. Commitment Fees accrued through and including the last Business Day of March, June, September and December of each year shall be payable on each such last day, commencing on the first such date to
occur after the date hereof; provided that all such fees shall be payable on the date on which the Commitments terminate and any such fees accruing after the date on which the Commitments terminate shall be payable on demand. 
 (b) The Borrower agrees to pay to the Administrative Agent and the Global Coordinators, for their own accounts, the fees payable in the amounts and at
the times agreed in the Fee Letters. Such fees shall be fully earned when paid and shall not be refundable for any reason whatsoever. 
 (c)
All fees payable hereunder shall be paid on the dates due, in immediately available funds, to the Administrative Agent for distribution, in the case of Upfront Fees and Commitment Fees, to the Lenders. Fees paid shall not be refundable under any
circumstances. 
 (d) Anything herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, such Defaulting
Lender will not be entitled to any fees accruing during such period pursuant to Section 2.10(a)(ii) (without prejudice to the rights of the Lenders other than Defaulting Lenders in respect of fees under such Section). 
 Section 2.11 Interest. 
 (a) The
Loans comprising each ABR Borrowing shall bear interest at the Alternate Base Rate. 
 (b) The Loans comprising each Eurodollar Borrowing
shall bear interest at the LIBO Rate for the Interest Period in effect for such Borrowing plus the Applicable Margin. 
 (c) Notwithstanding
the foregoing, if any principal of or interest on any Loan or any fee or other amount payable by the Borrower under any Loan Document is not paid when due, whether at stated maturity, upon acceleration or otherwise, such overdue amount shall bear
interest, after as well as before judgment, at a rate per annum equal to (i) in the case of overdue principal of any Loan, 2% plus the rate otherwise applicable to such Loan as provided in the preceding paragraphs of this Section or
(ii) in the case of any other amount, 2% plus the rate applicable to ABR Loans as provided in paragraph (a) of this Section. 
  

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 (d) Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan
and upon termination of the Commitments; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a
prepayment of an ABR Loan prior to the end of the Availability Period), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any
Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion. 
 Section 2.12 Calculation of Interest and Fees. 
 (a) All interest hereunder shall be computed on
the basis of a year of 360 days, except that interest computed by reference to the Alternate Base Rate at times when the Alternate Base Rate is based on the Base Rate shall be computed on the basis of a year of 365 days (or 366 days in a leap year),
and in each case shall be payable for the actual number of days elapsed (including the first day but excluding the last day). The applicable Alternate Base Rate or LIBO Rate shall be determined by the Administrative Agent, and such determination
shall be conclusive absent manifest error. 
 (b) All fees hereunder shall be computed on the basis of a year of 360 days and shall be
payable for the actual number of days elapsed (including the first day but excluding the last day). 
 Section 2.13 Payments
Generally; Pro Rata Treatment; Sharing of Set-offs. 
 (a) The Borrower shall make each payment required to be made by it hereunder
(whether of principal, interest or fees, or of amounts payable under Section 9.03, 9.04 or 9.05, or otherwise) prior to 2:00 p.m., New York City time, on the date when due, in immediately available funds, without set off or counterclaim. Any
amounts received after such time on any date may, in the discretion of the Administrative Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest thereon; provided that no amount shall
be deemed to have been received on the next succeeding Business Day if the Borrower provides the Administrative Agent with written confirmation of a Federal Reserve Bank reference number no later than 4:00 p.m. on the date when due. All such
payments shall be made to the Administrative Agent at the Administrative Agent’s Office, except that payments pursuant to Sections 9.03, 9.04, 9.05 and 10.03 shall be made directly to the Persons entitled thereto. The Administrative Agent shall
distribute any such payments received by it for the account of any other Person to the appropriate recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for payment shall be
extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon shall be payable for the period of such extension. All payments under this Agreement and the other Loan Documents shall be made in
dollars in New York, New York. 
 (b) If at any time insufficient funds are received by and available to the Administrative Agent to pay
fully all amounts of principal, interest and fees then due hereunder, 

  

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such funds shall be applied (i) first, towards payment of interest and fees then due hereunder, ratably among the parties entitled thereto in accordance
with the amounts of interest and fees then due to such parties, and (ii) second, towards payment of principal then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of principal then due to such parties.

 (c) If any Lender shall, by exercising any right of set off or counterclaim or otherwise, obtain payment in respect of any principal of or
interest on any of its Loans or other obligations hereunder resulting in such Lender receiving payment of a proportion of the aggregate amount of its Loans and accrued interest thereon or such other obligations greater than its pro rata share
thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify the Administrative Agent of such fact, and (b) purchase (for cash at face value) participations in the Loans and such other obligations of the
other Lenders, or make such other adjustments that shall be equitable so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of principal of and accrued interest on their respective
Loans and other amounts owing them; provided that (i) if any such participations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored
to the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment made by the Borrower pursuant to and in accordance with the express terms of this Agreement or any
payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee or participant, other than to the Borrower or any Subsidiary thereof (as to which the provisions of this paragraph
shall apply). The Borrower and each Guarantor each consent to the foregoing and each agree, to the extent it may effectively do so under applicable law, that any Lender acquiring a participation pursuant to the foregoing arrangements may exercise
against the Borrower and each Guarantor rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of the Borrower or either Guarantor in the amount of such participation. 
 (d) Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative
Agent for the account of the Lenders hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption,
distribute to the Lenders the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender
with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the
Administrative Agent in accordance with banking industry rules on interbank compensation. 
 (e) If any Lender shall fail to make any payment
required to be made by it pursuant to Section 2.05(b) or 2.13(d), then the Administrative Agent may, in its discretion (notwithstanding any contrary provision hereof), apply any amounts thereafter received by the Administrative Agent for the
account of such Lender to satisfy such Lender’s obligations under such Sections until all such unsatisfied obligations are fully paid. 
  

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 ARTICLE III 
 Representations and Warranties 
 Each Obligor represents and warrants to the Administrative Agent and
the Lenders that: 
 Section 3.01 Organization; Powers. Each Obligor is a company duly organized or formed and validly existing under
the laws of its jurisdiction of organization or formation. Each Obligor has all corporate powers and all governmental licenses, authorizations, consents and approvals required to carry on its business as now conducted, except to the extent that
failure to have any such power or governmental license, authorization, consent or approval could not, based upon the facts and circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to
have a Material Adverse Effect. 
 Section 3.02 Authorization; Enforceability. The Transactions are within such Obligor’s
corporate powers and have been duly authorized by all necessary corporate and, if required, stockholder action. This Agreement and each other Loan Document to which such Obligor is a party has been duly executed and delivered by such Obligor and
constitutes a legal, valid and binding obligation of such Obligor, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and
subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law. 
 Section 3.03
Governmental Approvals; No Conflicts. The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full
force and effect, (b) will not violate, contravene, or constitute a default under any provision of (i) any applicable law or regulation, (ii) the charter, by-laws or other organizational or constitutional documents of such Obligor,
(iii) any order, judgment, decree or injunction of any Governmental Authority, (iv) any agreement or instrument evidencing or governing Debt of such Obligor, except for any contravention or default under any such agreement or instrument
evidencing or governing such Debt in an aggregate principal amount, individually or in the aggregate for all such agreements or instruments in respect of which there is a contravention or default, not in excess of $25,000,000 or (v) any other
material agreement or instrument binding upon such Obligor or its assets. 
 Section 3.04 Financial Condition; No Material Adverse
Change. 
 (a) Covidien Ltd. has heretofore furnished to the Administrative Agent its Consolidated balance sheet and statements of income,
shareholders equity and cash flows, as and for the fiscal year ended September 26, 2008, reported on by Deloitte & Touche LLP, independent public accountants. Such financial statements present fairly, in all material respects, the
consolidated financial position and results of operations and cash flows of Covidien Ltd. as of such date and for such period in accordance with GAAP. 
  

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 (b) Since September 26, 2008, there has been no material adverse change in the consolidated
financial condition, business or operations of Covidien Ltd. and its Subsidiaries, taken as a whole. 
 Section 3.05 Litigation and
Environmental Matters. 
 (a) There are no actions, suits, investigations or proceedings by or before any arbitrator or Governmental
Authority pending against or, to the knowledge of the Obligors, threatened against or affecting Holdco or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination which could, based upon the facts
and circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to result in a Material Adverse Effect, other than the matters described in, prior to June 29, 2007, the Initial
Guarantor’s filings of Forms 10, 10K, 10Q or 8K, and as of and after June 29, 2007, Covidien Ltd.’s filings of Forms 10K, 10Q or 8K, in each case on or before the date hereof (the “Existing Litigation”), and other
than shareholders’ derivative litigation or shareholders’ class actions based on the same facts and circumstances as the Existing Litigation, or (ii) that could reasonably be expected to adversely affect the validity or enforceability
of any of the Loan Documents or the Transactions. 
 (b) Except with respect to any matters that could not, based upon the facts and
circumstances in existence at the time this representation and warranty is made or deemed made, reasonably be expected to result in a Material Adverse Effect and except for the matters described in, prior to June 29, 2007, the Initial
Guarantor’s filings of Forms 10, 10K, 10Q or 8K, and as of and after June 29, 2007, Covidien Ltd.’s filings of Forms 10K, 10Q or 8K, in each case on or before the date hereof, neither Guarantor nor any of their respective Subsidiaries
(i) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license or other approval required under any Environmental Law or (ii) has become subject to any Environmental Liability. 
 Section 3.06 Investment Company Status. No Obligor is an “investment company” as defined in, or subject to regulation under, the
Investment Company Act of 1940. 
 Section 3.07 Taxes. Each of Holdco and its Significant Subsidiaries has timely filed or caused
to be filed all Tax returns and reports required to have been filed and has paid or caused to be paid all Taxes required to have been paid by it, except (a) Taxes that are being contested in good faith by appropriate proceedings and for which
Holdco or such Significant Subsidiary, as applicable, has set aside on its books adequate reserves or (b) to the extent that the failure to do so could not, based upon the facts and circumstances in existence at the time this representation and
warranty is made or deemed made, reasonably be expected to result in a Material Adverse Effect. 
 Section 3.08 ERISA. No ERISA
Event has occurred or is reasonably expected to occur that, when taken together with all other such ERISA Events for which liability is reasonably expected to occur, could, based upon the facts and circumstances in existence at the time this
representation and warranty is made or deemed made, reasonably be expected to result in a Material Adverse Effect. The present value of all accumulated benefit obligations of all 

  

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underfunded Plans (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most
recent financial statements reflecting such amounts, exceed the fair market value of the assets of all such underfunded Plans by an amount which could based upon the facts and circumstances existing at the time this representation and warranty is
made or deemed made, reasonably be expected to result in a Material Adverse Effect. 
 Section 3.09 Disclosure. All information
heretofore furnished by or on behalf of the Obligors to the Administrative Agent or the Lenders in connection with this Agreement or the other Loan Documents, when taken as a whole, does not contain any untrue statement of material fact or omit to
state any material fact necessary to make the statements contained herein or therein, in light of the circumstances under which they were made, not misleading; provided that with respect to projections and other forward-looking information,
the Obligors represent and warrant only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time made, it being understood that projections and forward-looking information are subject to
significant uncertainties and contingencies, many of which are beyond the control of the Obligors and that no assurance can be given that such projections will be realized. 
 Section 3.10 Subsidiaries. Each of Holdco’s Subsidiaries is duly organized or formed, validly existing and (to the extent such concept
is applicable to it) in good standing under the laws of its jurisdiction of organization or formation, except where the failure to be so organized, existing or in good standing could not, based upon the facts and circumstances existing at the time
this representation and warranty is made or deemed made, reasonably be expected to have a Material Adverse Effect. Each such Subsidiary has all legal powers and all governmental licenses, authorizations, consents and approvals required to carry on
its business as now conducted, except to the extent that failure to have any such power or governmental license, authorization, consent or approval could not, based upon the facts and circumstances in existence at the time this representation and
warranty is made or deemed made, reasonably be expected to have a Material Adverse Effect. 
 Section 3.11 Margin Regulations. No
Obligor is engaged principally or as one of its important activities in the business of buying or carrying margin stock within the meaning of Regulation U of the Board. 
 Section 3.12 Group Companies. That Holdco and the Borrower (or any permitted successor pursuant to Section 5.08(a)) together comprise a
“group” for the purposes of section 35 of the Irish Companies Act 1990. 
 ARTICLE IV 
 Conditions 
 Section 4.01
Effective Date. This Agreement shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 10.02): 
  

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 (a) The Administrative Agent (or its counsel) shall have received on or before the date of this Agreement
from each Obligor and the Administrative Agent either (i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile transmission of a
signed signature page of this Agreement) that such party has signed a counterpart of this Agreement. 
 (b) Amendment No. 2 shall have
become effective. 
 Section 4.02 Each Borrowing. The obligation of each Lender to make a Loan on the occasion of any Borrowing
is subject to the satisfaction of the following conditions: 
 (a) The representations and warranties of the Obligors set forth in Article
III of this Agreement (other than Section 3.04, Section 3.05(a)(i) or (b), or Section 3.09) or any other Loan Document, or which are contained in any certificate or notice delivered at any time by any Obligor under or in
connection herewith or therewith, shall be true and correct in all material respects on and as of the date of such Borrowing, before and after giving effect to such Borrowing, or if any such representation or warranty was made as of a specific date,
such representation and warranty was true and correct in all material respects on and as of such date. 
 (b) At the time of and immediately
after giving effect to such Borrowing, no Default shall have occurred and be continuing. 
 (c) The Borrower shall have delivered a Borrowing
Request in accordance with Section 2.03. 
 Each Borrowing Request shall be deemed to constitute a representation and warranty by the Obligors on the
date of such Borrowing Request and the date of the Borrowing requested thereunder as to the matters specified in paragraphs (a) and (b) of this Section. 
 ARTICLE V 
 Covenants 
 From and after the Effective Date, until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees
payable under the Loan Documents shall have been paid in full, Holdco (and the Borrower and/or Covidien Ltd., where applicable) covenants and agrees with the Lenders that: 
 Section 5.01 Financial Statements and Other Information. Holdco will furnish to the Administrative Agent (which, except as otherwise provided
below with respect to subsections (a), (b) or (e), the Administrative Agent shall promptly furnish to each Lender): 
 (a) within 120
days after the end of each fiscal year of Holdco, its audited Consolidated balance sheet and related statements of operations, shareholders’ equity and cash flows as of the end of and for such fiscal year, setting forth in each case in
comparative form the figures for the previous fiscal year, all reported on by Deloitte & Touche LLP or other 

  

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independent public accountants of internationally recognized standing in a manner complying with the applicable rules and regulations promulgated by the SEC;

 (b) (i) within 60 days after the end of each of the first three fiscal quarters of each fiscal year of Holdco, its Consolidated balance
sheet and related statements of operations and cash flows for such fiscal quarter and the related statements of operations and cash flows for the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for
the corresponding period or periods of the previous fiscal year, all certified as to GAAP (subject to the absence of footnotes, audit and normal year-end adjustments) on behalf of Holdco by the chief financial officer or the chief accounting officer
of Holdco or a Designated Officer and (ii) as and when filed with the SEC, for any of the first three fiscal quarters of each fiscal year of Holdco, the statement of income of Holdco for such fiscal quarter, certified as to GAAP (subject to the
absence of footnotes, audit and normal year-end adjustments) on behalf of Holdco by the chief financial officer or the chief accounting officer of Holdco or a Designated Officer; 
 (c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate on behalf of Holdco signed by the chief
financial officer or the chief accounting officer of Holdco or a Designated Officer (i) certifying as to whether a Default has occurred and, if a Default has occurred, specifying the details thereof and any action taken or proposed to be taken
with respect thereto, and (ii) setting forth reasonably detailed calculations demonstrating whether Holdco was in compliance with Section 5.09; 
 (d) within five Business Days after any Responsible Officer obtains knowledge of any Default, if such Default is then continuing, a certificate on behalf of Holdco signed by a Responsible Officer of Holdco or a
Designated Officer setting forth, in reasonable detail, the nature thereof and the action which Holdco is taking or proposes to take with respect thereto; 
 (e) promptly upon the filing thereof, copies of all final registration statements (other than the exhibits thereto and any registration statements on Form S-8 or its equivalent), final reports on Forms 10-K, 10-Q and
8-K (or their equivalents) and proxy statements which Covidien Ltd., Holdco or the Borrower shall have filed with the SEC; 
 (f) promptly
upon any Responsible Officer obtaining knowledge of the commencement of any Reportable Action, a certificate on behalf of Holdco specifying the nature of such Reportable Action and what action Holdco or the applicable Subsidiary is taking or
proposes to take with respect thereto; and 
 (g) from time to time, upon reasonable notice, such other information regarding the financial
position or business of Holdco and its Subsidiaries, or compliance with the terms of this Agreement, as any Lender through the Administrative Agent may reasonably request. 
 Information required to be delivered pursuant to subsections (a), (b) or (e) above may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date 

  

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(i) on which Holdco posts such documents, or provides a link thereto on Holdco’s website on the Internet at www.covidien.com, or at
sec.gov/edaux/searches.htm; or (ii) on which such documents are posted on Holdco’s behalf, or delivered to the Administrative Agent by Holdco in accordance with Section 10.15. 
 Section 5.02 Existence; Conduct of Business. Each of Covidien Ltd. and Holdco will: 
 (a) not engage in any material business other than the holding of stock and other investments in its Subsidiaries and activities reasonably related
thereto; 
 (b) cause the Borrower and subsidiaries of the Borrower to not engage in any business other than businesses of the same general
type as conducted by the subsidiaries of Covidien Ltd. as of the Initial Effective Date, or which are related thereto or extensions thereof, and other than businesses which are not in the aggregate material to Holdco and its Subsidiaries taken as a
whole; and 
 (c) preserve, renew and keep in full force and effect, and will cause each Significant Subsidiary to preserve, renew and keep
in full force and effect (i) their respective legal existence and (ii) their respective rights, privileges and franchises necessary or desirable in the normal conduct of business, unless in the case of either the failure of either
Guarantor to comply with subclause (c)(ii) of this Section 5.02 or the failure of a Significant Subsidiary to comply with clause (c) of this Section 5.02, such failure could not, based upon the facts and circumstances existing at
the time, reasonably be expected to have a Material Adverse Effect; 
 provided that nothing in this Section 5.02 shall prohibit any transaction
permitted by Section 5.08. 
 Section 5.03 Maintenance of Properties; Insurance. Each Guarantor will, and will cause each of
its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance
companies, insurance in such amounts and against such risks as are customarily maintained by and commercially available to companies engaged in the same or similar businesses operating in the same or similar locations, except in the case of each of
clause (a) and (b) to the extent that the failure to do so could not, based upon the facts and circumstances existing at the time, reasonably be expected to have a Material Adverse Effect. 
 Section 5.04 Books and Records; Inspection Rights. Each Guarantor will keep, and will cause each Consolidated Subsidiary to keep, proper
books of record and account in which true and correct entries shall be made of its business transactions and activities so that financial statements of such Guarantor that fairly present its business transactions and activities can be properly
prepared in accordance with GAAP. Each Guarantor will, and will cause each Significant Subsidiary to, permit any representatives designated by the Administrative Agent or by any Lender through the Administrative Agent, upon reasonable prior notice,
at all reasonable times and as and to the extent permitted by applicable law and regulation, and at the 

  

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Administrative Agent’s or such Lender’s expense, to visit and inspect its properties, to examine and make extracts from its books and records, and
to discuss its affairs, finances, accounts and condition with its officers, employees (in the presence of its officers) and independent accountants (in the presence of its officers); provided that (i) such designated representatives
shall be reasonably acceptable to the Borrower, shall agree to any reasonable confidentiality obligations proposed by the Borrower, and shall follow the guidelines and procedures generally imposed upon like visitors to Borrower’s facilities and
(ii) unless a Default shall have occurred and be continuing, such visits and inspections shall occur not more than once in any Fiscal Year. 
 Section 5.05 Compliance with Laws. Each Guarantor will, and will cause each Significant Subsidiary to, comply with all laws, rules, regulations and orders of any Governmental Authority applicable to it or its property, except
where the failure to do so could not, based upon the facts and circumstances existing at the time, reasonably be expected to result in a Material Adverse Effect. 
 Section 5.06 Use of Proceeds. The proceeds of each Borrowing made under this Agreement will be used by the Borrower for working capital, capital expenditures and other lawful corporate purposes of the
Borrower, including to repay other Debt of Holdco and its Subsidiaries. No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including
Regulations T, U and X. 
 Section 5.07 Liens. Each Guarantor will not, and will not permit any Subsidiary to, create, incur,
assume or permit to exist any Lien on any property or asset now owned or hereafter acquired by it, except: 
 (a) any Lien existing on any
asset on the Initial Closing Date; 
 (b) any Lien on any asset securing the payment of all or part of the purchase price of such asset upon
the acquisition thereof by any Guarantor or a Subsidiary or securing Debt (including any obligation as lessee incurred under a capital lease) incurred or assumed by any Guarantor or a Subsidiary prior to, at the time of or within one year after such
acquisition (or in the case of real property, the completion of construction (including any improvements on an existing property) or the commencement of full operation of such asset or property, whichever is later), which Debt is incurred or assumed
for the purpose of financing all or part of the cost of acquiring such asset or, in the case of real property, construction or improvements thereon; provided, that in the case of any such acquisition, construction or improvement, the Lien
shall not apply to any asset theretofore owned by any Guarantor or a Subsidiary, other than assets so acquired, constructed or improved; 
 (c) any Lien existing on any asset or Stock of any Person at the time such Person is merged or consolidated with or into any Guarantor or a Subsidiary which Lien was not created in contemplation of such event; 
 (d) any Lien existing on any asset at the time of acquisition thereof by any Guarantor or a Subsidiary, which Lien was not created in contemplation of
such acquisition; 
  

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 (e) any Lien arising out of the Refinancing of any Debt secured by any Lien permitted by any of the
subsections (a) through (d) of this Section 5.07, provided that the principal amount of Debt is not increased (except as grossed-up for the customary fees and expenses incurred in connection with such Refinancing and except as
a result of the capitalization or accretion of interest) and is not secured by any additional assets, except as provided in the last sentence of this Section 5.07; 
 (f) any Lien to secure Intercompany Debt; 
 (g) sales of accounts receivable or promissory notes to factors
or other third-parties in the ordinary course of business for purposes of collection; 
 (h) any Lien in favor of any country or any
political subdivision of any country (or any department, agency or instrumentality thereof) securing obligations arising in connection with partial, progress, advance or other payments pursuant to any contract, statute, rule or regulation or
securing obligations incurred for the purpose of financing all or any part of the purchase price (including the cost of installation thereof or, in the case of real property, the cost of construction or improvement or installation of personal
property thereon) of the asset subject to such Lien (including, but not limited to, any Lien incurred in connection with pollution control, industrial revenue or similar financings); 
 (i) Liens arising in the ordinary course of its business which (i) do not secure Debt, and (ii) do not in the aggregate materially detract from
the value of its assets or materially impair the use thereof in the operation of its business; 
 (j) any Lien securing only Nonrecourse
Debt; 
 (k) Liens incurred and pledges or deposits in the ordinary course of business in connection with workers’ compensation, old age
pensions, unemployment insurance or other social security legislation, other than any Lien imposed by ERISA; 
 (l) Liens created pursuant to
a Permitted Securitization Transactions; 
 (m) Liens for taxes, assessments and governmental charges or levies which are not yet due or are
payable without penalty or of which the amount, applicability or validity is being contested by any Guarantor or a Subsidiary whose property is subject thereto in good faith by appropriate proceedings as to which adequate reserves are being
maintained; 
 (n) Liens securing judgments that have not resulted in the occurrence of an Event of Default under clause (k) of Article
VI in an aggregate principal amount at any time outstanding not to exceed $100,000,000; and 
 (o) Liens not otherwise permitted by the
foregoing clauses (a) through (n) of this Section 5.07 securing Debt or other obligations (without duplication) in an aggregate principal amount at any time outstanding not to exceed an amount equal to 7.5% of Consolidated Tangible
Assets at such time. 
  

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 It is understood that any Lien permitted to exist on any asset pursuant to the foregoing provisions of
this Section 5.07 may attach to the proceeds of such asset and, with respect to Liens permitted pursuant to subsections (a), (b), (d), (e) (but only with respect to the Refinancing of Debt secured by a Lien permitted pursuant to
subsections (a), (b), (d)) or (f) of this Section 5.07, may attach to an asset acquired in the ordinary course of business as a replacement of such former asset. 
 Section 5.08 Fundamental Changes. 
 (a) No Obligor will consolidate, amalgamate or merge with or into any other Person or sell, lease or otherwise transfer all or substantially all of the Consolidated assets to any other Person, unless 
 (i) such Obligor is the surviving corporation, or the Person (if other than such Obligor) formed by such consolidation or amalgamation or
into which such Obligor is merged or amalgamated, or the Person which acquires by sale or other transfer, or which leases, all or substantially all of the assets of such Obligor (any such Person, the “Successor”), shall be organized
and existing under the laws of (A) in the case of a Successor to the Borrower, Luxembourg or the United States, any state thereof or the District of Columbia, (B) in the case of a Successor to either Guarantor, Bermuda, Ireland or the
United States, any state thereof or the District of Columbia or, subject to the receipt of an opinion of Swiss counsel acceptable in form and substance to the Administrative Agent, Switzerland and shall expressly assume, in a writing executed and
delivered to the Administrative Agent for delivery to each of the Lenders, in form reasonably satisfactory to the Administrative Agent, the due and punctual payment of the principal of and interest on the Loans and the performance of the other
obligations under this Agreement and the other Loan Documents on the part of such Obligor to be performed or observed, as fully as if such Successor were originally named as such Obligor in this Agreement or such other Loan Document; and 

(ii) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and 
 (iii) such Obligor has delivered to the Administrative Agent a certificate on behalf of such Obligor signed by one of its Responsible
Officers and an opinion of counsel, each stating that all conditions provided in this Section 5.08 relating to such transaction have been satisfied. 
 Upon the satisfaction (or waiver) of the conditions set forth in this Section 5.08(a), a Successor to the Borrower or the applicable Guarantor shall succeed, and may exercise every right and power of, the Borrower or the applicable
Guarantor shall under this Agreement and the other Loan Documents with the same effect as if such Successor had been originally named as the Borrower, Covidien Ltd. or Holdco herein, and the Borrower or the applicable Guarantor shall, as the case
may be, shall be relieved of and released from its obligations under this Agreement and the other Loan Documents. 
  

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 (b) The Borrower shall not be incorporated in any jurisdiction other than Luxembourg or the United
States, any state thereof or the District of Columbia and neither Guarantor shall be incorporated in any other jurisdiction other than Bermuda, Ireland, the United States or any state thereof or the District of Columbia or, subject to the receipt of
an opinion of Swiss counsel acceptable in form and substance to the Administrative Agent, Switzerland. 
 Section 5.09 Financial
Covenant. 
 (a) Leverage. Holdco will not permit at any time the ratio of (x) Consolidated Total Debt at such time to
(y) Consolidated EBITDA for the then most recently concluded period of four consecutive fiscal quarters of Holdco to exceed 3.50 to 1.00. 
 Section 5.10 Limitation on Restrictions on Subsidiary Dividends and Other Distributions. Holdco will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become
effective any encumbrance or restriction on the ability of any Subsidiary, other than the Borrower, to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by Holdco
or any Subsidiary, or pay any Debt owed by any Subsidiary to Holdco or any Subsidiary, (b) make loans or advances to Holdco or any Subsidiary or (c) transfer any of its properties or assets to Holdco or any Subsidiary (or, solely in the
case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt), except for such encumbrances or restrictions existing under or by reason of: 
 (i) applicable laws and regulations, judgments and orders and other legal requirements, agreements with non-U.S. governments with respect
to assets or businesses located in their jurisdiction, or condemnation or eminent domain proceedings, 
 (ii) this Agreement,

 (iii) (A) customary provisions restricting subletting or assignment of any lease governing a leasehold interest of any
Guarantor or a Subsidiary, or (B) customary restrictions imposed on the transfer of trademarked, copyrighted or patented materials or provisions in agreements that restrict the assignment of such agreements or any rights thereunder, 

(iv) provisions contained in the instruments evidencing or governing Debt or other obligations or agreements, in each case existing on
the date hereof, 
 (vi) provisions contained in instruments evidencing or governing Debt or other obligations or agreements
of any Person, in each case, at the time such Person (A) shall be merged or consolidated with or into any Guarantor or any Subsidiary, (B) shall sell, transfer, assign, lease or otherwise dispose of all or substantially all of such
Person’s assets to any Guarantor or a Subsidiary, or (C) otherwise becomes a Subsidiary, provided that in the case of clause (A), (B) or (C), such Debt, obligation or agreement was not incurred or entered into, or any such
provisions adopted, in contemplation of such transaction, 
  

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 (vii) provisions contained in Refinancings, so long as such provisions are, in the good
faith determination of Holdco’s board of directors, not materially more restrictive than those contained in the respective instruments so Refinanced, 
 (viii) provisions contained in any instrument evidencing or governing Debt or other obligations of a Subsidiary Guarantor, 
 (ix) any encumbrances and restrictions with respect to a Subsidiary imposed in connection with an agreement which has been entered into for the sale or disposition of such Subsidiary or its assets, provided
such sale or disposition otherwise complies with this Agreement, 
 (x) the subordination (pursuant to its terms) in right and
priority of payment of any Debt owed by any Subsidiary (the “Indebted Subsidiary”) to Holdco or any other Subsidiary, to any other Debt of such Indebted Subsidiary, provided that (A) such Debt is permitted under this
Agreement and (B) Holdco’s board of directors has determined, in good faith, at the time of the creation of such encumbrance or restriction, that such encumbrance or restriction could not, based upon the facts and circumstances in
existence at the time, reasonably be expected to have a Material Adverse Effect, 
 (xi) provisions governing Preferred Stock
issued by a Subsidiary, 
 (xii) provisions contained in instruments or agreements evidencing or governing
(A) Nonrecourse Debt or (B) other Debt of a Subsidiary incurred to finance the acquisition or construction of fixed or capital assets to the extent, in the case of sub-clause (B), such instrument or agreement prohibits transfers of the
assets financed with such Debt, and 
 (xiii) provisions contained in debt instruments, obligations or other agreements of any
Subsidiary which are not otherwise permitted pursuant to clauses (i) through (xii) of this Section 5.10, provided that the aggregate investment of Holdco in all such Subsidiaries (determined in accordance with GAAP) shall at no
time exceed the greater of (a) $300,000,000 or (b) 3% of Consolidated Tangible Assets. 
 The provisions of this Section 5.10 shall not
prohibit (x) Liens not prohibited by Section 5.07 or (y) restrictions on the sale or other disposition of any property securing Debt of any Subsidiary, provided such Debt is otherwise permitted by this Agreement. 
 Section 5.11 Transactions with Affiliates. Each Guarantor will not, and will not permit any Subsidiary to, directly or indirectly, pay any
funds to or for the account of, make any investment (whether by acquisition of Stock or indebtedness, by loan, advance, transfer of property, guarantee or other agreement to pay, purchase or service, directly or indirectly, any Debt, or otherwise)
in, lease, sell, transfer or otherwise dispose of any assets, tangible or intangible, to, or participate in, or effect any transaction in connection with any joint enterprise or other joint arrangement with, any Affiliate (collectively,
“Affiliate Transactions”); provided, 

  

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however, that the foregoing provisions of this Section 5.11 shall not prohibit either Guarantor or any of its Subsidiaries from: 
 (i) engaging in any Affiliate Transaction between or among (x) the Guarantors, (y) either Guarantor and any Subsidiary or
Subsidiaries or (z) two or more Subsidiaries, 
 (ii) declaring or paying any dividends and distributions on any shares
of either Guarantor’s Stock, including any dividend or distribution payable in shares of either Guarantor’s Stock or Stock Equivalents, 
 (iii) making any payments on account of the purchase, redemption, retirement or acquisition of (x) any shares of either Guarantor’s Stock or (y) any option, warrant or other right to acquire shares of
either Guarantor’s Stock, including any payment payable in shares of either Guarantor’s Stock or Stock Equivalents, 
 (iv) declaring or paying any dividends or distributions on Stock of any Subsidiary held by either Guarantor or another Subsidiary, 
 (v) making sales to or purchases from any Affiliate and, in connection therewith, extending credit or making payments, or from making payments for services rendered by any Affiliate, if such sales or purchases are
made or such services are rendered in the ordinary course of business and on terms and conditions at least as favorable to such Guarantor or such Subsidiary as the terms and conditions which such Guarantor would reasonably expect to be obtained in a
similar transaction with a Person which is not an Affiliate at such time, 
 (vi) making payments of principal, interest and
premium on any Debt of such Guarantor or such Subsidiary held by an Affiliate if the terms of such Debt are at least as favorable to such Guarantor or such Subsidiary as the terms which such Guarantor would reasonably expect to have been obtained at
the time of the creation of such Debt from a lender which was not an Affiliate, 
 (vii) participating in, or effecting any
transaction in connection with, any joint enterprise or other joint arrangement with any Affiliate if such Guarantor or such Subsidiary participates in the ordinary course of its business and on a basis no less advantageous than the basis on which
such Affiliate participates, 
 (viii) paying or granting reasonable compensation, indemnities, reimbursements and benefits to
any director, officer, employee or agent of either Guarantor or any Subsidiary, or 
 (ix) engaging in any Affiliate
Transaction not otherwise addressed in subsections (i) through (ix) of this Section 5.11, the terms of which are not less favorable to such Guarantor or such Subsidiary than those that such Guarantor or such 

  

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Subsidiary would reasonably expect to be obtained in a comparable transaction at such time with a Person which is not an Affiliate. 
 Section 5.12 Subsidiary Guarantors. The Borrower will cause each Subsidiary of the Borrower that now or hereafter Guarantees any Material
Debt of the Borrower for or in respect of borrowed money (other than Debt of the Borrower to any other Subsidiary) to promptly thereafter (and in any event within 30 days of executing such Guarantee) cause such Subsidiary to (a) become a
Subsidiary Guarantor by executing and delivering to the Administrative Agent a Subsidiary Guaranty, and (b) deliver to the Administrative Agent documents of the types referred to in Section 4.01(d) and favorable opinions of counsel to such
Subsidiary (which shall cover, among other things, the legality, validity, binding effect and enforceability of the Subsidiary Guaranty of such Subsidiary), all in form, content and scope reasonably satisfactory to the Administrative Agent.

 ARTICLE VI 
 Events
of Default 
 If any of the following events (“Events of Default”) shall occur: 
 (a) the Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable, whether at the due date thereof or at a
date fixed for prepayment thereof or otherwise; 
 (b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount
(other than an amount referred to in clause (a) of this Article) payable under this Agreement or the other Loan Documents, when and as the same shall become due and payable, and such failure shall continue unremedied for a period of five
Business Days; 
 (c) any representation or warranty made or deemed made by or on behalf of any Obligor or any Subsidiary in or in connection
with this Agreement or the other Loan Documents or any amendment or modification hereof or thereof or waiver hereunder or thereunder, or in any report, certificate or financial statement furnished pursuant to or in connection with this Agreement or
any other Loan Document or any amendment or modification hereof or thereof or waiver hereunder or thereunder, shall prove to have been incorrect in any material respect when made or deemed made; 
 (d) any Obligor shall fail to observe or perform any covenant, condition or agreement contained in (i) Section 5.06, 5.07, 5.08, 5.10, 5.11 or
5.12 and such failure shall not be remedied within five Business Days after any Responsible Officer obtains knowledge thereof or (ii) Section 5.09; 
 (e) any Obligor shall fail to observe or perform any covenant, condition or agreement contained in this Agreement or the other Loan Documents (other than those specified in clause (a), (b) or (d) of this
Article), and such failure shall continue unremedied for a period of 

  

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30 days after notice thereof from the Administrative Agent to Holdco (which notice will be given at the request of any Lender); 
 (f) any Obligor or any Subsidiary shall fail to make any payment in respect of any Material Debt, when and as the same shall become due and payable, and
such failure shall continue beyond any applicable grace period (but in any event, in the case of interest, fees or other amounts other than principal, for a period of at least five Business Days); 
 (g) any event or condition occurs that results in any Material Debt becoming due prior to its scheduled maturity; provided that this clause
(g) shall not apply to (i) secured Debt that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Debt, (ii) any conversion, repurchase or redemption of any Material Debt scheduled by the
terms thereof to occur on a particular date, any conversion of any Material Debt initiated by a holder thereof pursuant to the terms thereof or any optional prepayment, repurchase or redemption of any Material Debt, in each case not subject to any
contingent event or condition related to the creditworthiness, financial performance or financial condition of any Obligor or any Subsidiary or (iii) any repurchase or redemption of any Material Debt pursuant to any put option exercised by the
holder of such Material Debt; provided that such put option is exercisable at times specified in the terms of the Material Debt and not by its terms solely as a result of any contingent event or condition related to the creditworthiness, financial
performance or financial condition of any Guarantor or the applicable Subsidiaries; 
 (h) an involuntary proceeding shall be commenced or an
involuntary petition shall be filed seeking (i) liquidation, winding up, reorganization, examinership or other relief in respect of any Obligor or any Significant Subsidiary or its debts, or of a substantial part of its assets, under any
bankruptcy, insolvency, receivership or similar law of any jurisdiction now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, examiner, conservator or similar official for any Obligor or any
Significant Subsidiary or for a substantial part of its respective assets, and, in any such case, such proceeding or petition shall continue undismissed for 60 days or an order or decree approving or ordering any of the foregoing shall be entered;

 (i) any Obligor or any Significant Subsidiary shall (i) voluntarily commence any proceeding or file any petition seeking liquidation,
winding up, reorganization, examinership or other relief under any bankruptcy, insolvency, receivership or similar law of any jurisdiction now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and
appropriate manner, any proceeding or petition described in clause (h) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, examiner, conservator or similar official for any
Obligor or any Significant Subsidiary or for a substantial part of its respective assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the
benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing; 
 (j) any Obligor or any Significant
Subsidiary shall admit in writing its inability or fail generally to pay its debts as they become due; 
  

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 (k) one or more judgments or orders for the payment of money in an aggregate amount in excess of
$30,000,000 (after deducting amounts covered by insurance, except to the extent that the insurer providing such insurance has declined such coverage or indemnification) shall be rendered against any Obligor or any Subsidiary or any combination
thereof and, within 60 days after entry thereof, such judgment or order is not discharged or execution thereof stayed pending appeal, or within 60 days after the expiration of any such stay, such judgment or order is not discharged; 
 (l) an ERISA Event shall have occurred that, when taken together with all other ERISA Events that have occurred, could reasonably be expected to result
in a Material Adverse Effect; 
 (m) (x) any person or group of persons (within the meaning of Section 13 or 14 of the Securities
Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the SEC under said Act) of 40% or more of the outstanding shares of common stock of Holdco; or (y) on the last day of
any period of twelve consecutive calendar months, a majority of members of the board of directors of Holdco shall no longer be composed of individuals (i) who were members of said board of directors on the first day of such twelve consecutive
calendar month period or (ii) whose election or nomination to said board of directors was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of said board of
directors; 
 (n) any Loan Document shall cease to be valid and enforceable against any Obligor or Subsidiary Guarantor party thereto (except
for the termination of a Subsidiary Guaranty in accordance with its terms), or any Obligor or Subsidiary Guarantor shall so assert in writing; or 
 (o) (x) the Borrower (or any permitted successor pursuant to Section 5.08(a)) shall cease to be a Wholly-Owned Consolidated Subsidiary of Covidien Ltd.; or (y) Covidien Ltd. (or any permitted successor pursuant to
Section 5.08(a)) shall cease to be a Wholly-Owned Consolidated Subsidiary of Holdco; 
 then, and in every such event (other than an event described in
clause (h) or (i) of this Article with respect to the Borrower or either Guarantor), and at any time thereafter during the continuance of such event, the Administrative Agent shall, at the request of, or may, with the consent of, the
Required Lenders, by notice to the Borrower, take either or both of the following actions, at the same or different times: (i) terminate the Commitments, and thereupon the Commitments shall terminate immediately, and (ii) declare the
unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be immediately due and payable, and thereupon the principal amount of all
such outstanding Loans together with all such interest and other amounts so declared to be due and payable, shall become due and payable immediately, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived by the Obligors; and in case of any event described in clause (h) or (i) of this Article with respect to the Borrower or either Guarantor, the Commitments shall automatically 

  

 40 








 
terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrower accrued
under any Loan Document, shall automatically become due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Obligors. 
 ARTICLE VII 
 The Administrative Agent 
 Each of the Lenders hereby irrevocably appoints the Administrative Agent as its agent and authorizes the Administrative Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Administrative Agent by the terms hereof, together with such actions and powers as are reasonably incidental thereto. 
 The Person serving as the Administrative Agent hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may
exercise the same as though it were not the Administrative Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the
Administrative Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with
Holdco or any Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder and without any duty to account therefor to the Lenders. 
 The Administrative Agent shall not have any duties or obligations except those expressly set forth herein. Without limiting the generality of the foregoing, (a) the Administrative Agent shall not be subject to
any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing, (b) the Administrative Agent shall not have any duty to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby that the Administrative Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for
in Section 10.02), provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is contrary to this
Agreement, the other Loan Documents or applicable law, and (c) except as expressly set forth herein, the Administrative Agent shall not have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to
Holdco or any of its Subsidiaries or any of their respective Affiliates that is communicated to or obtained by the Person serving as the Administrative Agent or any of its Affiliates in any capacity. The Administrative Agent shall not be liable for
any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be
necessary, under the circumstances as provided in Section 10.02) or (ii) in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until
notice describing such Default is given to the Administrative Agent by the Borrower or a Lender and the Administrative Agent shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, 

  

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warranty or representation made in or in connection with this Agreement or the other Loan Documents, (ii) the contents of any certificate, report or
other document delivered hereunder or in connection herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement or any other agreement, instrument or document or (v) the satisfaction of any condition set forth in Article IV or elsewhere herein, other than to confirm receipt of
items expressly required to be delivered to the Administrative Agent. 
 The Administrative Agent shall be entitled to rely upon, and shall
not incur any liability for relying upon, any notice, request, certificate, consent, statement, instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be
genuine and to have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall
not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled to the satisfaction of a Lender, the Administrative Agent may presume that such condition
is satisfactory to such Lender unless the Administrative Agent shall have received notice to the contrary from such Lender prior to the making of such Loan. The Administrative Agent may consult with legal counsel (who may be counsel for the
Borrower), independent accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 
 The Administrative Agent may perform any and all of its duties and exercise its rights and powers hereunder by or through any one or more sub-agents
appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The exculpatory provisions of this
Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided for herein
as well as activities as Administrative Agent. 
 The Administrative Agent may at any time give notice of its resignation to the Lenders and
the Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with the Borrower, to appoint a successor, which shall be a commercial bank with an office in New York, New York, or an
Affiliate of any such commercial bank with an office in New York, New York. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within 30 days after the retiring Administrative
Agent gives notice of its resignation, then the retiring Administrative Agent may on behalf of the Lenders, appoint a successor Administrative Agent meeting the qualifications set forth above, provided that if the Administrative Agent shall notify
the Borrower and the Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Administrative Agent shall be discharged from its
duties and obligations hereunder and under the other Loan Documents and (2) all payments, communications and determinations provided to be 

  

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made by, to or through the Administrative Agent shall instead be made by or to each Lender directly, until such time as the Required Lenders appoint a
successor Administrative Agent as provided for above in this paragraph. The successor shall be consented to by the Borrower at all times other than during the existence of an Event of Default (which consent of the Borrower shall not be unreasonably
withheld or delayed). Upon the acceptance of a successor’s appointment as Administrative Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired)
Administrative Agent, and the retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder (if not already discharged therefrom as provided above in this paragraph). The fees payable by the Borrower to a
successor Administrative Agent shall be the same as those payable to its predecessor unless otherwise agreed between the Borrower and such successor. After the retiring Administrative Agent’s resignation hereunder and under the other Loan
Documents, the provisions of this Article and Section 10.03 shall continue in effect for the benefit of such retiring Administrative Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be
taken by any of them while the retiring Administrative Agent was acting as Administrative Agent. 
 Each Lender acknowledges that it has,
independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into
this Agreement. Each Lender also acknowledges that it will, independently and without reliance upon the Administrative Agent or any other Lender or any of their Related Parties and based on such documents and information as it shall from time to
time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement or any related agreement or any document furnished hereunder or thereunder. 
 The Lenders hereby irrevocably authorize the Administrative Agent, at its option and in its discretion, to release any Subsidiary Guarantor from its
obligations under such Subsidiary Guarantor’s Subsidiary Guaranty (i) if such Person ceases to exist or to be a Subsidiary (or substantially contemporaneously with such release will cease to exist or to be a Subsidiary), in each case as a
result of a transaction permitted hereunder, or (ii) otherwise in accordance with Section 4.06(b) of the relevant Subsidiary Guaranty. 
 Anything herein to the contrary notwithstanding, none of the Global Coordinators, Joint Bookrunners or Joint Lead Arrangers listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement, except in
its capacity, as applicable, as the Administrative Agent or a Lender hereunder. 
 ARTICLE VIII 
 Guarantee 
 Section 8.01 The
Guarantee. Each Guarantor hereby unconditionally and irrevocably, jointly and severally, guarantees the full and punctual payment when due (whether at stated maturity, by mandatory prepayment, by acceleration or otherwise) of the principal of


  

 43 








 
and interest on the Loans, the Notes and all other amounts whatsoever at any time or from time to time payable or becoming payable under this Agreement or
the other Loan Documents. This is a continuing guarantee and a guarantee of payment and not merely of collection. Upon failure by the Borrower to pay punctually any such amount when due as aforesaid, each Guarantor shall forthwith on demand pay the
amount not so paid at the place and in the manner specified in this Agreement. 
 Section 8.02 Guarantee Unconditional. The
obligations of the Guarantors hereunder shall be unconditional and absolute, and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected, at any time by: 
 (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of the Borrower under any Loan Document, by operation
of law or otherwise; 
 (b) any modification or amendment of or supplement to any Loan Document; 
 (c) any release, impairment, non-perfection or invalidity of any direct or indirect security for any obligation of the Borrower under any Loan Document;

 (d) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other
similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any obligation of either Guarantor or the Borrower contained in any Loan Document; 
 (e) the existence of any claim, set-off or other rights which either Guarantor may have at any time against the Borrower, the Administrative Agent, any
Lender or any other Person, whether in connection herewith or any unrelated transactions, provided that nothing herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; 
 (f) any invalidity or unenforceability relating to or against the Borrower for any reason of any Loan Document, or any provision of applicable law or
regulation purporting to prohibit the payment by the Borrower, in the currency and funds and at the time and place specified herein, of any amount payable by it under any Loan Document; or 
 (g) any other act or omission to act or delay of any kind by the Borrower, the Administrative Agent, any Lender or any other Person, or any other
circumstance whatsoever which might, but for the provisions of this paragraph, constitute a legal or equitable discharge or defense of a guarantor or surety. 
 Section 8.03 Discharge Only upon Payment in Full; Reimbursement in Certain Circumstances. The guarantee and other agreements in this Article VIII shall remain in full force and effect until the Commitments
shall have terminated and the principal of and interest on the Loans, the Notes and all other amounts whatsoever payable by the Borrower under any Loan Document shall have been finally paid in full. If at any time any payment of any such amount
payable by the Borrower under any Loan Document is rescinded or must be 

  

 44 








 
otherwise restored or returned upon the insolvency, bankruptcy or reorganization of the Borrower or otherwise, the Guarantors’ obligations hereunder
with respect to such payment shall be reinstated at such time as though such payment had been due but not made at such time. 
 Section 8.04 Waiver by the Guarantors. Each Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any notice not provided for herein, as well as any requirement that at any time any action be taken by
any Person against the Borrower or any other Person. 
 Section 8.05 Subrogation. Upon making any payment hereunder with respect
to the Borrower, the Guarantors shall be subrogated to the rights of the payee against the Borrower with respect to such payment; provided that the Guarantors shall not enforce any payment by way of subrogation until all amounts of principal
of and interest on the Loans and all other amounts payable by the Borrower under any Loan Document has been paid in full and the Commitments have been terminated. 
 Section 8.06 Stay of Acceleration. In the event that acceleration of the time for payment of any amount payable by the Borrower under any Loan Document is stayed upon insolvency, bankruptcy or
reorganization of the Borrower, all such amounts otherwise subject to acceleration under the terms of this Agreement shall nonetheless be payable by the Guarantors hereunder forthwith on demand by the Required Lenders. 
 ARTICLE IX 
 Yield Protection,
Illegality and Taxes 
 Section 9.01 Alternate Rate of Interest. If prior to the commencement of any Interest Period for a
Eurodollar Borrowing: 
 (a) the Administrative Agent determines (which determination shall be conclusive absent manifest error) that
adequate and reasonable means do not exist for ascertaining the LIBO Rate for such Interest Period; or 
 (b) the Administrative Agent is
advised by the Required Lenders that the LIBO Rate for such Interest Period (together with any amounts payable pursuant to Section 9.03 or 9.05) will not adequately and fairly reflect the cost to such Lenders of making or maintaining their
Loans included in such Borrowing for such Interest Period; 
 then the Administrative Agent shall give notice thereof to the Borrower and the Lenders by
telephone or facsimile or electronic mail as promptly as practicable thereafter and, until the Administrative Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no longer exist, (i) any Interest
Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a Eurodollar Borrowing shall be ineffective and (ii) if any Borrowing Request requests a Eurodollar Borrowing, such Borrowing shall be made
as an ABR Borrowing. In the case of clause (b) above, during any such period of suspension each Lender shall, from time to time upon request from the Borrower, certify its cost 

  

 45 








 
of funds for each Interest Period to the Borrower and the Administrative Agent as soon as practicable (but in any event not later than 10 Business Days after
any such request). 
 Section 9.02 Illegality. Notwithstanding any other provision of any Loan Document, if any Lender shall
notify the Administrative Agent (and provide to the Borrower an opinion of counsel to the effect) that the introduction of or any change in or in the interpretation of any law or regulation makes it unlawful, or any central bank or other
governmental authority asserts that it is unlawful, for such Lender or its lending office for Eurodollar Borrowings to perform its obligations hereunder to make Eurodollar Loans or to fund or maintain Eurodollar Loans hereunder, (i) each
Eurodollar Loan of such Lender will automatically, upon such demand, convert into an ABR Loan that bears interest at the rate set forth in Section 2.12(a) and (ii) the obligation of such Lender to make or continue, or to convert ABR Loans
into, Eurodollar Loans shall be suspended until the Administrative Agent shall notify the Borrower and such Lender that the circumstances causing such suspension no longer exist and such Lender shall make the ABR Loans in the amount and on the dates
that it would have been requested to make Eurodollar Loans had no such suspension been in effect. 
 Section 9.03 Increased
Costs. 
 (a) If any Change in Law shall: 
 (i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of, deposits with or for the account of, or credit extended by, any Lender; or 
 (ii) impose on any Lender or the London interbank market any other condition affecting any Loan Document or Eurodollar Loans made by such
Lender; 
 and the result of any of the foregoing has been to increase the cost to such Lender of making or maintaining any Eurodollar Loan (or of
maintaining its obligation to make any such Loan) or to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise) (excluding any such increased costs or reduction in amount resulting
from Taxes or Other Taxes, as to which Section 9.05 shall govern, or resulting from reserve commitments contemplated by Section 9.03(c)), then from time to time within 30 days of written demand therefor (subject to Section 9.06) the
Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered. 
 (b) If any Lender determines that any Change in Law regarding capital requirements has the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company,
if any, as a consequence of any Loan Document or the Loans made by such Lender, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such
Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy), then from time to time within 30 days of written demand therefor (subject to 

  

 46 








 
Section 9.06) the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding
company for any such reduction suffered. 
 (c) At any time that any Lender is required to establish or maintain reserves in respect of its
Eurodollar Loans under FRB Regulation D, such Lender may require the Borrower to pay, contemporaneously with each payment of interest on a Eurodollar Loan made by such Lender, additional interest on such Eurodollar Loan at a rate per annum
determined by such Lender to be sufficient to compensate it for the cost to it of maintaining, or the reduction in its total return in respect of, such Eurodollar Loan, up to but not exceeding the excess of (i) (A) the applicable LIBO Rate
divided by (B) one minus the Eurodollar Reserve Percentage, minus (ii) the applicable LIBO Rate. Any Lender wishing to require payment of such additional interest (x) shall so notify the Borrower and the Administrative Agent, in which
case such additional interest on the Eurodollar Loans of such Lender shall be payable to such Lender at the time and place indicated at which interest otherwise is payable on such Eurodollar Loan, with respect to each Interest Period commencing at
least three Business Days after the giving of such notice and (y) shall notify the Borrower at least five Business Days prior to each date on which interest is payable on the Eurodollar Loans of the amount then due it under this Section.

 (d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a waiver of such
Lender’s right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender pursuant to this Section for any increased costs or reductions incurred more than 90 days prior to the date that
such Lender notifies the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s intention to claim compensation therefor. 
 Section 9.04 Break Funding Payments. In the event of (a) the payment of any principal of any Eurodollar Loan other than on the last day
of an Interest Period applicable thereto (including as a result of an Event of Default), (b) the conversion of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto, (c) the failure to borrow, convert,
continue or prepay any Eurodollar Loan on the date specified in any oral or written notice given pursuant hereto or (d) the assignment of any Eurodollar Loan other than on the last day of the Interest Period applicable thereto as a result of a
request by the Borrower pursuant to Section 10.04(e), then, in any such event, the Borrower shall compensate each Lender for the loss, cost and expense attributable to such event (including any loss or expense arising from the redeployment of
funds obtained by it to maintain such Eurodollar Loan or from fees payable to terminate the deposits from which such funds were obtained, but excluding any loss of anticipated profits) within 10 days of written demand therefor (subject to
Section 9.06). 
 Section 9.05 Taxes. 
 (a) Any and all payments by or on account of any obligation of the Borrower under any Loan Document shall be made free and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that
if the Borrower shall be required to deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent or applicable 

  

 47 








 
Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) the Borrower shall make
such deductions and (iii) the Borrower shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law. 
 (b) In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. 
 (c) The Borrower shall pay and indemnify, defend and hold harmless the Administrative Agent and each Lender within 30 days after written demand therefor (subject to Section 9.06), for the full amount of any
Indemnified Taxes or Other Taxes required to be paid by the Administrative Agent or such Lender, as the case may be, on or with respect to any payment by or on account of any obligation of the Borrower under any Loan Document (including Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes
were correctly or legally imposed or asserted by the relevant Governmental Authority. As soon as practicable after any payment of Indemnified Taxes or Other Taxes to a Governmental Authority by the Administrative Agent or such Lender, the
Administrative Agent or such Lender, as the case may be, shall deliver to the Borrower the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment or other evidence of such payment reasonably
satisfactory to the Borrower. 
 (d) As soon as practicable after any payment of Indemnified Taxes or Other Taxes by the Borrower to a
Governmental Authority, the Borrower shall deliver to the Administrative Agent the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment or other evidence of such payment reasonably satisfactory to
the Administrative Agent. 
 (e) Any Foreign Lender that is entitled to an exemption from or reduction of United States withholding tax with
respect to payments under this Agreement shall deliver to the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law, such properly completed and executed documentation prescribed by applicable law or
reasonably requested by the Borrower as will permit such payments to be made without withholding or at a reduced rate. 
 (f) If the
Administrative Agent or a Lender determines, in its good faith judgment, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by the Borrower or with respect to which the Borrower has paid additional amounts
pursuant to this Section 9.05, it shall pay over such refund to the Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by the Borrower under this Section 9.05 with respect to the Taxes or Other Taxes
giving rise to such refund), net of all out-of-pocket expenses of the Administrative Agent or such Lender and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund); provided that the
Borrower, upon the request of the Administrative Agent or such Lender, agrees to repay the amount paid over to the Borrower (plus any penalties, interest or other charges imposed by 

  

 48 








 
the relevant Governmental Authority) to the Administrative Agent or such Lender in the event the Administrative Agent or such Lender is required to repay
such refund to such Governmental Authority. This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to its taxes which it deems confidential) to
the Borrower or any other Person. 
 Section 9.06 Matters Applicable to all Requests for Compensation. If any Lender or the
Administrative Agent is claiming compensation under Section 9.03, 9.04 or 9.05, it shall deliver to the Administrative Agent, who shall deliver to the Borrower contemporaneously with the demand for payment, a certificate setting forth in
reasonable detail the calculation of any additional amount or amounts to be paid to it hereunder and the basis used to determine such amounts and such certificate shall be conclusive in the absence of manifest error. In determining such amount, such
Lender or the Administrative Agent may use any reasonable averaging and attribution methods. In any such certificate claiming compensation under Section 9.03(b), such Lender shall certify that the claim for additional amounts referred to
therein is generally consistent with such Lender’s treatment of similarly situated customers of such Lender whose transactions with such Lender are similarly affected by the change in circumstances giving rise to such payment, but such Lender
shall not be required to disclose any confidential or proprietary information therein. This Section shall not be construed to require the Administrative Agent or any Lender to make available its tax returns (or any other information relating to
its taxes which it deems confidential) to the Borrower or any other Person. 
 Section 9.07 Mitigation Obligations. If any Lender
requests compensation under Section 9.03, or if the Borrower is required to pay any additional amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 9.05, then such Lender shall use reasonable
efforts to designate a different lending office for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender, such designation or
assignment (i) would eliminate or reduce amounts payable pursuant to Section 9.03 or 9.05, as the case may be, in the future and (ii) would not subject such Lender to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender. The Borrower hereby agrees to pay all reasonable costs and expenses incurred by any Lender in connection with any such designation or assignment. 
 ARTICLE X 
 Miscellaneous 
 Section 10.01 Notices. 
 (a)
Except in the case of notices and other communications expressly permitted to be given by telephone or by other means of communication (and subject to paragraph (b) below), all notices and other communications provided for herein shall be in
writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by facsimile or electronic mail, as follows: 
  


 49 









	 	(i)	if to the Borrower 

 Covidien International Finance S.A.

 3b, boulevard du Prince Henri 
 L-1724 Luxembourg 
 Attn: Michelangelo Stefani 
 Tel: +352 266 379 3046 
 Fax: +352 266 379 92 
 email: michelangelo.stefani@covidien.com 
 if to Covidien Ltd. 
 Covidien Ltd. 
 c/o Covidien Plc 
 1st Floor, Block G 
 Cherrywood Science & Technology Park 
 Loughlinstown Co Dublin 
 Ireland 
 Phone: 353 1 4393000 
  

	 	(ii)	if to Holdco 

 Covidien Plc 
 1st Floor, Block G 
 Cherrywood
Science & Technology Park 
 Loughlinstown Co Dublin 
 Ireland 
 Phone: 353 1 4393000 
  

	 	(iii)	if to the Administrative Agent, to its applicable address set forth on Schedule 10.01; 

 and 
 (iv) if to any other Lender, to it at its address (or facsimile number or electronic
mail address telephone number) set forth on Schedule 10.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party to this Agreement or to such other address, facsimile number, electronic mail address or telephone number as
shall be designated by such party in a notice to the Borrower and the Administrative Agent. 
 (b) Notices and other communications to the
Administrative Agent and the Lenders hereunder may be delivered or furnished by electronic communications. In addition to provisions of this Agreement expressly specifying that notices and other commitments may be delivered telephonically or
electronically, each of the Administrative Agent or the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by 

  

 50 








 
electronic communications; provided that approval of such procedures may be limited to particular notices or communications. 
 (c) Any party hereto may change its address or facsimile number or electronic mail address for notices and other communications hereunder by notice to
the other parties hereto. All notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have been given on the date of receipt. 
 (d) The Administrative Agent and the Lenders shall be entitled to rely and act upon any notices (including telephonic Borrowing Requests and Interest
Election Requests) purportedly given by or on behalf of the Borrower. 
 Section 10.02 Waivers; Amendments. 
 (a) No failure or delay by the Administrative Agent or any Lender in exercising any right or power hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The rights and
remedies of the Administrative Agent and the Lenders hereunder are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or any other Loan Document or consent to any
departure by any Obligor therefrom shall in any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for
which given. Without limiting the generality of the foregoing, the making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Administrative Agent or any Lender may have had notice or knowledge of such Default at
the time. 
 (b) Neither this Agreement nor the Notes, or any Subsidiary Guaranty or any provision hereof or thereof may be waived, amended
or modified except pursuant to an agreement or agreements in writing entered into by the Obligors, the Subsidiary Guarantors (to the extent applicable) and the Required Lenders or by the Obligors, the Subsidiary Guarantors (to the extent applicable)
and the Administrative Agent with the consent of the Required Lenders; provided that no such agreement shall (i) increase the Commitment of any Lender without the written consent of such Lender, (ii) reduce the principal amount of
any Loan or reduce the rate of interest thereon, or reduce any fees payable hereunder, without the written consent of each Lender directly affected thereby, (iii) postpone the scheduled date of payment of the principal amount of any Loan or any
interest thereon, or any fees payable hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without the written consent of each Lender directly affected thereby,
(iv) change Section 2.13(b) or (c) in a manner that would alter the pro rata sharing of payments required thereby, without the written consent of each Lender, (v) release either Guarantor from its obligations under Article VIII
or any Subsidiary Guarantor which is a Significant Subsidiary from its obligations under its Subsidiary Guaranty, without the written consent of each Lender, (vi) change any of the provisions of this Section or the definition of
“Required Lenders” or any other provision hereof specifying the number or percentage of 

  

 51 








 
Lenders required to waive, amend or modify any rights hereunder or make any determination or grant any consent hereunder, without the written consent of each
Lender; provided further that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent under any Loan Document without the prior written consent of the Administrative Agent. Anything
herein to the contrary notwithstanding, during such period as a Lender is a Defaulting Lender, to the fullest extent permitted by applicable law, such Lender will not be entitled to vote in respect of amendments and waivers hereunder and the
Commitment and the outstanding Loans or other extensions of credit of such Lender hereunder will not be taken into account in determining whether the Required Lenders have approved any such amendment or waiver (and the definition of
“Required Lenders” will automatically be deemed modified accordingly for the duration of such period); provided, that any such amendment or waiver that would increase the Commitment of such Defaulting Lender, reduce the
principal amount of any Loan of such Defaulting Lender or reduce the rate of interest thereon, or reduce any fees payable owing to such Defaulting Lender hereunder, postpone the scheduled date of payment of the principal amount of any Loan of such
Defaulting Lender or any interest thereon, or any fees payable to such Defaulting Lender hereunder, or reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment of such Defaulting Lender,
or alter the terms of this proviso, will require the consent of such Defaulting Lender. 
 Section 10.03 Expenses; Indemnity; Damage
Waiver. 
 (a) The Borrower shall pay (i) all reasonable out of pocket expenses incurred by the Administrative Agent, the Global
Coordinators and their Affiliates, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation,
execution, delivery and administration of this Agreement 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), and (ii) while a Default has occurred and is continuing, all out-of-pocket expenses incurred by the Administrative Agent and the Lenders, including reasonable fees, charges and disbursements of counsel in connection with the
enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents, including its rights under this Section, or (B) in connection with the Loans made hereunder, including all such out-of-pocket
expenses incurred during any workout, or restructuring negotiations in respect of such Loans. 
 (b) The Borrower shall indemnify the
Administrative Agent and each Lender, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities and related expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of any actual or
prospective claim, litigation, investigation or proceeding (whether based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto) relating to (A) the execution or delivery of this Agreement or any
other Loan Document or any agreement or instrument contemplated hereby or thereby, the performance by the parties hereto of their respective obligations hereunder or the consummation of the Transactions or any other transactions contemplated hereby,
(B) any Loan 

  

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or the use of the proceeds therefrom, (C) any actual or alleged presence or release of Hazardous Materials on or from any property owned or operated by
Holdco or any of its Subsidiaries, or any Environmental Liability related in any way to Holdco or any of its Subsidiaries; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses (x) have resulted from the gross negligence or willful misconduct of such Indemnitee, as determined by a court of competent jurisdiction by final and nonappealable judgment (y) resulted from a
breach of the confidentiality provisions contained in Section 10.14 by such Indemnitee or (z) resulted from a dispute solely among the Lenders that does not arise from any Obligor’s or Subsidiary Guarantor’s breach of its
obligations under any Loan Document or applicable law. If any claim, litigation, investigation or proceeding is asserted against any Indemnitee, such Indemnitee shall, to the extent permitted by applicable law or regulation in the opinion of its
counsel, notify the Borrower as soon as reasonably practicable, but the failure to so promptly notify the Borrower shall not affect the Borrower’s obligations under this Section unless such failure materially prejudices the Borrower’s
right to participate in the contest of such claim, litigation, investigation or proceeding, as hereinafter provided. If requested by the Borrower in writing, such Indemnitee shall make reasonable good faith efforts to contest the validity,
applicability and amount of such claim, litigation, investigation or proceeding and, except to the extent prohibited by applicable law or regulations or as would otherwise be unreasonable in the circumstances or contrary to the internal policies of
the Indemnitee as generally applied, shall permit the Borrower to participate in such contest. Any Indemnitee that proposes to settle or compromise any claim, litigation, investigation or proceeding for which the Borrower may be liable for payment
of indemnity hereunder shall give the Borrower written notice of the terms of such proposed settlement or compromise reasonably in advance of settling or compromising such claim or proceeding and shall obtain the Borrower’s prior written
consent (not to be unreasonably withheld). 
 (c) To the extent that the Borrower fails to pay any amount required to be paid by it to the
Administrative Agent or any Related Party thereof under paragraph (a) or (b) of this Section, each Lender severally agrees to pay to the Administrative Agent or such Related Party, as the case may be, such Lender’s Applicable
Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed expense or indemnified loss, claim, damage, liability or related expense, as
the case may be, was incurred by or asserted against the Administrative Agent in its capacity as such, or against any Related Party acting for the Administrative Agent in connection with such capacity. 
 (d) To the fullest extent permitted by applicable law, the Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory
of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any other Loan Document or any agreement or instrument
contemplated hereby or thereby, the Transactions, any Loan or the use of the proceeds thereof. No Indemnitee referred to in paragraph (b) above shall be liable for any damages arising from the use by unintended recipients of any information or
other materials distributed by it through telecommunications, electronic or other information 

  

 53 








 
transmission systems in connection with this Agreement or the other Loan Documents or the Transactions. 
 (e) All amounts due under this Section shall be payable not later than 10 Business Days after written demand therefor. 
 Section 10.04 Successors and Assigns. 
 (a) The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) other than as contemplated by Section 5.08,
none of Covidien Ltd., Holdco or the Borrower may assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender (and any attempted assignment or transfer by
Covidien Ltd, Holdco or the Borrower without such consent shall be null and void) and (ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section. Nothing in this Agreement,
expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the extent provided in paragraph (c) of this Section) and, to the
extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent, and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement. 
 (b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (other than a natural Person)
all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld) of: 
 (A) the Borrower, provided that no consent of the Borrower shall be required for an assignment to a Lender, an Affiliate of a
Lender, an Approved Fund or, if an Event of Default under clause (a), (b), (h), (i) or (j) of Article VI has occurred and is continuing, any other Person (other than a natural person); and 
 (B) the Administrative Agent, provided that no consent of the Administrative Agent shall be required for an assignment to a Lender,
an Affiliate of a Lender or for an assignment by a Lender to an Approved Fund with respect to such Lender. 
 (ii) Assignments
shall be subject to the following additional conditions: 
 (A) except in the case of an assignment to a Lender or an
Affiliate of a Lender or an assignment of the entire remaining amount of the assigning Lender’s Commitment or Loans, the amount of the Commitment or Loans of the assigning Lender subject to each such assignment, and the amount of the Commitment
or Loans of the assigning Lender remaining after each such assignment (in each case 

  

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determined as of the date the Assignment and Assumption with respect to such assignment is delivered to the Administrative Agent), in each case shall not be
less than $10,000,000 unless each of the Borrower and the Administrative Agent otherwise consent (each such consent not to be unreasonably withheld or delayed), provided that no such consent of the Borrower shall be required if an Event of
Default under clause (a), (b), (h), (i) or (j) of Article VI has occurred and is continuing; 
 (B) each partial
assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; and 
 (C) the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500. 
 For the purposes of this Section 10.04(b), the term “Approved Fund” has the following meaning: 
 “Approved Fund” means any Person (other than a natural person) that is (or will be) engaged in making, purchasing, holding or investing
in bank loans and similar extensions of credit in the ordinary course of its business and that is administered or managed by (a) a Lender, (b) an Affiliate of a Lender or (c) an entity or an Affiliate of an entity that administers or
manages a Lender. 
 (iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(iv) of this Section, from and
after the effective date specified in each Assignment and Assumption, the assignee thereunder shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a
Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption
covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 9.03, 9.04, 9.05 and 10.03). Upon request, the
Borrower (at its expense) shall execute and deliver a Note to the assignee Lender, and the Note theretofore held by the assignor Lender shall be returned to the Borrower in exchange for a new Note, payable to the assignee Lender and reflecting its
retained interest (if any) hereunder. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.04 shall be treated for purposes of this Agreement as a sale by such Lender of
a participation in such rights and obligations in accordance with paragraph (c) of this Section. 
 (iv) The
Administrative Agent, acting solely for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses 

  

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of the Lenders, and the Commitment of, and principal amount of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the
“Register”). The entries in the Register shall be conclusive, and the Borrower, the Administrative Agent and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder
for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice. 
 (v) Upon its receipt of a duly completed Assignment and Assumption executed by an assigning Lender and an assignee, the processing and
recordation fee referred to in paragraph (b) of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such Assignment and Assumption and record the
information contained therein in the Register. No assignment shall be effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph. 
 (c) (i) Any Lender may, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a
natural Person or the Borrower or any of the Borrower’s Affiliates or subsidiaries) (each a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its
Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of
such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this Agreement. Any agreement
or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement;
provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 10.02(b) that affects such
Participant. Subject to paragraph (d) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 9.03, 9.04 and 9.05 to the same extent as if it were a Lender and had acquired its interest by
assignment pursuant to paragraph (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided such Participant agrees to be subject to
Section 2.13(c) as though it were a Lender. 
 (d) A Participant shall not be entitled to receive any greater payment under Sections
9.03 or 9.05 than the applicable Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s prior written consent.
A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 9.05 unless the Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of
the Borrower, to comply with Section 9.05(e) as though it were a Lender. 
  

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 (e) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights
under this Agreement (including under its Note, if any) to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a Federal Reserve Bank, and this Section shall not apply to any such
pledge or assignment of a security interest; provided that no such pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party
hereto. 
 (f) If (w) any Lender requests compensation under Section 9.03, (x) the Borrower is required to pay any additional
amount to any Lender or any Governmental Authority for the account of any Lender pursuant to Section 9.05, (y) if any Lender defaults in its obligation to fund Loans hereunder or (z) if any Lender refuses to consent to any amendment
or waiver under this Agreement which pursuant to the terms of Section 10.02 requires the consent of all Lenders or all affected Lenders and with respect to which the Required Lenders shall have granted their consent, then the Borrower may, at
its sole expense and effort, upon notice to such Lender and the Administrative Agent, require such Lender to assign and delegate, without recourse (in accordance with and subject to the restrictions contained above in Section 10.04), all its
interests, rights and obligations under this Agreement to an assignee that shall assume such obligations (which assignee may be another Lender, if a Lender accepts such assignment); provided that (i) such assigning Lender shall have
received payment of an amount equal to the outstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it hereunder, from the assignee (to the extent of such outstanding principal and accrued interest
and fees) or the Borrower (in the case of all other amounts) and (ii) in the case of any such assignment resulting from a claim for compensation under Section 9.03 or payments required to be made pursuant to Section 9.05, such
assignment will result in a reduction in such compensation or payments. A Lender shall not be required to make any such assignment and delegation if, prior thereto, as a result of a waiver by such Lender or otherwise, the circumstances entitling the
Borrower to require such assignment and delegation cease to apply. 
 (g) Notwithstanding anything to the contrary contained herein, any
Lender (a “Granting Lender”) may grant to a special purpose funding vehicle identified as such in writing from time to time by the Granting Lender to the Administrative Agent and the Borrower (an “SPC”) the option
to provide all or any part of any Loan that such Granting Lender would otherwise be obligated to make pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any SPC to fund any Loan, and
(ii) if an SPC elects not to exercise such option or otherwise fails to make all or any part of such Loan, the Granting Lender shall be obligated to make such Loan pursuant to the terms hereof. Each party hereto hereby agrees that
(i) neither the grant to any SPC nor the exercise by any SPC of such option shall increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its obligations under
Section 9.03), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this Agreement for which a Lender would be liable, and (iii) the Granting Lender shall for all purposes, including the approval of any
amendment, waiver or other modification of any provision of any Loan Document, remain the lender of record hereunder. The making of a Loan by an SPC hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such
Loan were made by such 

  

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Granting Lender. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this Agreement) that,
prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other senior debt of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency, or liquidation proceeding under the laws of the United States or any State thereof. Notwithstanding anything to the contrary contained herein, any SPC may (i) with notice to, but without prior consent of
the Borrower and the Administrative Agent and with the payment of a processing fee of $3,500, assign all or any portion of its right to receive payment with respect to any Loan to the Granting Lender and (ii) disclose on a confidential basis
any non-public information relating to its funding of Loans to any rating agency, commercial paper dealer or provider of any surety or Guarantee or credit or liquidity enhancement to such SPC. 
 (h) Notwithstanding anything to the contrary contained herein, any Lender that is a Fund may create a security interest in all or any portion of the
Loans owing to it and the Note, if any, held by it to the trustee for holders of obligations owed, or securities issued, by such Fund as security for such obligations or securities, provided that unless and until such trustee actually becomes
a Lender in compliance with the other provisions of this Section 10.04, (i) no such pledge shall release the pledging Lender from any of its obligations under the Loan Documents and (ii) such trustee shall not be entitled to exercise
any of the rights of a Lender under the Loan Documents even though such trustee may have acquired ownership rights with respect to the pledged interest through foreclosure or otherwise. 
 Section 10.05 Survival. All covenants, agreements, representations and warranties made by the Obligors herein and in the other Loan Documents
and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or the other Loan Documents shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery
of this Agreement and the making of any Loans, regardless of any investigation made by any such other party or on its behalf and notwithstanding that the Administrative Agent or any Lender may have had notice or knowledge of any Default or incorrect
representation or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any accrued interest on any Loan or any fee or any other amount payable under this Agreement or the
other Loan Documents is outstanding and unpaid and so long as the Commitments have not expired or terminated. The provisions of Sections 9.03, 9.04, 9.05 and 10.03 and Article VII shall survive and remain in full force and effect regardless of the
consummation of the transactions contemplated hereby, the repayment of the Loans, the expiration or termination of the Commitments or the termination of this Agreement, any other Loan Document or any provision hereof or thereof. 
 Section 10.06 Counterparts; Integration; Effectiveness. This Agreement 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. This Agreement replaces and supersedes the Original Credit Agreement, as amended through the Effective
Date, in its entirety. As of the Effective Date this Agreement and the other Loan Documents constitute the entire contract among the parties relating to the subject matter hereof and thereof and supersede any and all previous agreements and
understandings, oral or 

  

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written, relating to the subject matter hereof or thereof. In the event of any conflict between the provisions of this Agreement and those of any other Loan
Document, the provisions of this Agreement shall control; provided that the inclusion of supplemental rights or remedies in favor of the Administrative Agent or the Lenders in any other Loan Document shall not be deemed a conflict with this
Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof. Except as provided in
Section 4.01, this Agreement shall become effective when it shall have been executed by the Administrative Agent and when the Administrative Agent shall have received counterparts hereof which, when taken together, bear the signatures of each
of the other parties hereto, and thereafter shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. Delivery of an executed counterpart of a signature page of this Agreement by facsimile
shall be effective as delivery of a manually executed counterpart of this Agreement. 
 Section 10.07 Severability. If any
provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and the other Loan Documents shall not be
affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the
illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 
 Section 10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, upon the making of the request, or the granting
of the consent, if required under Article VI to authorize the Administrative Agent to declare the Loans due and payable, each Lender and each of its Affiliates is hereby authorized at any time and from time to time, to the fullest extent permitted
by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in whatever currency) at any time owing by such Lender or Affiliate
to or for the credit or the account of the Borrower or either Guarantor against any and all of the obligations of the Borrower or either Guarantor now or hereafter existing under this Agreement or the other Loan Documents to such Lender,
irrespective of whether or not such Lender shall have made any demand under this Agreement or any other Loan Document and although such obligations of the Borrower or either Guarantor may be contingent or unmatured or are owed to a branch or office
of such Lender different from the branch or office holding such deposit or obligated on such indebtedness. The rights of each Lender and its Affiliates under this Section are in addition to other rights and remedies (including other rights of
setoff) that such Lender or its Affiliates may have. Each Lender agrees to notify the Borrower and the Administrative Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the
validity of such setoff and application. 
 Section 10.09 Governing Law; Jurisdiction; Consent to Service of Process. 

(a) This Agreement and the Notes shall be governed by, and construed in accordance with, the law of the State of New York. 
  

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 (b) Each Obligor hereby irrevocably and unconditionally submits, for itself and its property, to the
nonexclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding
arising out of or relating to this Agreement or the other Loan Documents, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action
or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any
action or proceeding relating to this Agreement or any other Loan Document against the Obligors or their respective properties in the courts of any jurisdiction. 
 (c) Each Obligor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action
or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the
defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. 
 (d) Each Obligor hereby irrevocably
designates and appoints CT Corporation System, having an office on the date hereof at 111 Eighth Avenue, New York, New York 10011 as its authorized agent, to accept and acknowledge on its behalf, service of any and all process which may be served in
any suit, action or proceeding of the nature referred to in paragraph (b) hereof in any Federal or New York State court sitting in New York City. Each Obligor represents and warrants that such agent has agreed in writing to accept such
appointment and that a true copy of such designation and acceptance has been delivered to the Administrative Agent. If such agent shall cease so to act, each Obligor covenants and agrees to designate irrevocably and appoint without delay another
such agent satisfactory to the Administrative Agent and to deliver promptly to the Administrative Agent evidence in writing of such other agent’s acceptance of such appointment. 
 (e) Each Lender and the Administrative Agent irrevocably consents to service of process in the manner provided for notices in Section 10.01.

 (f) Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any
other manner permitted by law. 
 Section 10.10 Waiver of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER
BASED ON CONTRACT, TORT OR ANY OTHER THEORY). 

  

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EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER
PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE
MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION. 
 Section 10.11 Waiver of Immunities. TO THE EXTENT PERMITTED BY APPLICABLE
LAW, IF ANY OBLIGOR HAS OR HEREAFTER MAY ACQUIRE ANY IMMUNITY (SOVEREIGN OR OTHERWISE) FROM ANY LEGAL ACTION, SUIT OR PROCEEDING, FROM JURISDICTION OF ANY COURT OR FROM SET-OFF OR ANY LEGAL PROCESS (WHETHER SERVICE OR NOTICE, ATTACHMENT PRIOR TO
JUDGMENT, ATTACHMENT IN AID OF EXECUTION OF JUDGMENT, EXECUTION OF JUDGMENT OR OTHERWISE) WITH RESPECT TO ITSELF OR ANY OF ITS PROPERTY, SUCH OBLIGOR HEREBY IRREVOCABLY WAIVES AND AGREES NOT TO PLEAD OR CLAIM SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT. EACH OBLIGOR AGREES THAT THE WAIVERS SET FORTH ABOVE SHALL BE TO THE FULLEST EXTENT PERMITTED UNDER THE FOREIGN SOVEREIGN IMMUNITIES ACT OF 1976 OF THE UNITED STATES OF AMERICA AND ARE
INTENDED TO BE IRREVOCABLE AND NOT SUBJECT TO WITHDRAWAL FOR PURPOSES OF SUCH ACT. 
 Section 10.12 Judgment Currency. If, under
any applicable law and whether pursuant to a judgment being made or registered against any Obligor or for any other reason, any payment under or in connection with this Agreement or any other Loan Document, is made or satisfied in a currency (the
“Other Currency”) other than that in which the relevant payment is due (the “Required Currency”) then, to the extent that the payment (when converted into the Required Currency at the rate of exchange on the date of
payment or, if it is not practicable for the party entitled thereto (the “Payee”) to purchase the Required Currency with the Other Currency on the date of payment, at the rate of exchange as soon thereafter as it is practicable for
it to do so) actually received by the Payee falls short of the amount due under the terms of this Agreement or any other Loan Document, such Obligor shall, to the extent permitted by law, as a separate and independent obligation, indemnify and hold
harmless the Payee against the amount of such shortfall. For the purpose of this Section, “rate of exchange” means the rate at which the Payee is able on the relevant date to purchase the Required Currency with the Other Currency
and shall take into account any premium and other costs of exchange. 
 Section 10.13 Headings. Article and Section headings
and the Table of Contents used herein and in the other Loan Documents are for convenience of reference only, are not part of this Agreement or any other Loan Document and shall not affect the construction of, or be taken into consideration in
interpreting, this Agreement or any other Loan Document. 
 Section 10.14 Confidentiality. Each of the Administrative Agent and
the Lenders shall maintain the confidentiality of the Information (as defined below) and shall not use 

  

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the Information except for purposes relating directly to this Agreement, the other Loan Documents and the Transactions, except that Information may be
disclosed by the Administrative Agent and the Lenders (a) to their and their Affiliates’ directors, officers, employees and agents whom they determine need to know such Information in connection with matters relating directly to this
Agreement, the other Loan Documents and the Transactions, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information
and instructed to keep such Information confidential and the Administrative Agent or the applicable Lenders shall be responsible for breach of this Section by any such Person to whom it disclosed such Information), (b) to the extent
requested by any governmental authority or regulatory agency (including any self-regulatory authority, such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations or upon order of
any court or administrative agency of competent jurisdiction, to the extent required by such order and not effectively stayed on appeal or otherwise, or as otherwise required by law; provided that in the case of any intended disclosure under
this clause (c), the recipient thereof shall (unless otherwise required by applicable law) give Holdco not less than five Business Days’ prior notice (or such shorter period as may, in the good faith discretion of the recipient, be reasonable
under the circumstances or may be required by any court or agency under the circumstances), specifying the Information involved and stating such recipient’s intention to disclose such Information (including the manner and extent of such
disclosure) in order to allow Holdco an opportunity to seek an appropriate protective order, (d) to any other party hereto, (e) in connection with the exercise of any remedies under this Agreement, any other Loan Document or any action or
proceeding relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or thereunder, (f) subject to an agreement in writing to be bound by the provisions of this Section (and of which Holdco shall be a third
party beneficiary) or in the case of a repurchase arrangement (“repo transaction”) subject to an arrangement to be bound by provisions at least as restrictive as this Section, to (i) any assignee of or Participant in, or any
prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any other Loan Document, (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to the
Borrower and its obligations, (iii) any rating agency or (iv) the CUSIP Service Bureau or any similar organization, (g) with the written consent of the Borrower referencing this Section 10.14, or (h) to the extent such
Information (x) becomes publicly available other than as a result of a breach of this Section, a breach of another confidentiality agreement to which the Administrative Agent or such Lender is a party or any other legal or fiduciary obligation
of the Administrative Agent or such Lender or (y) becomes available to the Administrative Agent or any Lender on a nonconfidential basis from a source other than the Borrower. For purposes of this Section, “Information” means
all information received from or on behalf of any Obligor or Subsidiary Guarantor relating to any Obligor or any Subsidiary Guarantor or any of their respective businesses, other than any such information that the Administrative Agent or any Lender
proves is available to the Administrative Agent or any Lender on a nonconfidential basis prior to disclosure by any Obligor or any Subsidiary Guarantor from a source which is not, to the knowledge of the recipient, prohibited from disclosing such
information by a confidentiality agreement or other legal or fiduciary obligation to the Obligors or Subsidiary Guarantors. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered to have
complied with its obligation to do so if such 
  

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Person has taken normal and reasonable precautions and exercised due care to maintain the confidentiality of such Information. In addition to other remedies,
the Obligors shall be entitled to specific performance and injunctive and other equitable relief for breach of this Section 10.14. 
 Section 10.15 Electronic Communications. 
 (a) Each Obligor hereby agrees that except to the extent provided in clause
(i) of the final sentence of Section 5.01, it will provide to the Administrative Agent all information, documents or other materials that it is obligated to furnish to the Administrative Agent pursuant to this Agreement or any other Loan
Document, including, without limitation, all notices, requests, financial statements, financial and other reports, certificates and other information materials, but excluding any such communication that (i) relates to a request for a new, or a
conversion of an existing, borrowing or other extension of credit (including any election of an interest rate or interest period relating thereto), (ii) relates to the payment of any principal or other amount due under this Agreement or any
other Loan Document prior to the scheduled date therefor, (iii) provides notice of any Default or Event of Default, (iv) is required to be delivered to satisfy any condition precedent to the effectiveness of this Agreement and/or any
Borrowing hereunder or (v) initiates or responds to legal process (all such non-excluded information being referred to herein collectively as the “Communications”) by transmitting the Communications in an electronic/soft medium
(provided such Communications contain any required signatures) in a format acceptable to the Administrative Agent to oploanswebadmin@citigroup.com (or such other e-mail address designated by the Administrative Agent from time to time). 

(b) Each party hereto agrees that the Administrative Agent may make the Communications available to the Lenders by posting the Communications on
IntraLinks or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent) (the “Platform”). Nothing in
this Section 5.01 shall prejudice the right of the Administrative Agent to make the Communications available to the Lenders in any other manner specified in this Agreement. 
 (c) Each Obligor hereby acknowledges that certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive
material non-public information with respect to Obligors or their securities) (each, a “Public Lender”). The Obligors hereby agree that (i) Communications that are to be made available on the Platform to Public Lenders shall be
clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof, (ii) by marking Communications “PUBLIC,” each Obligor shall be
deemed to have authorized the Administrative Agent and the Lenders to treat such Communications as either publicly available information or not material information (although it may be sensitive and proprietary) with respect to the Obligors or their
securities for purposes of United States Federal and state securities laws, (iii) all Communications marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Lender,” and
(iv) the Administrative Agent shall be entitled to treat any Communications that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Lender.” 
  

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 (d) Each Lender agrees that e-mail notice to it (at the address provided pursuant to the next sentence
and deemed delivered as provided in the next paragraph) specifying that Communications have been posted to the Platform shall constitute effective delivery of such Communications to such Lender for purposes of this Agreement. Each Lender agrees
(i) to notify the Administrative Agent in writing (including by electronic communication) from time to time to ensure that the Administrative Agent has on record an effective e-mail address for such Lender to which the foregoing notice may be
sent by electronic transmission and (ii) that the foregoing notice may be sent to such e-mail address. 
 (e) Each party hereto agrees
that any electronic communication referred to in this Section 10.15 shall be deemed delivered upon the posting of a record of such communication (properly addressed to such party at the e-mail address provided to the Administrative Agent) as
“sent” in the e-mail system of the sending party or, in the case of any such communication to the Administrative Agent, upon the posting of a record of such communication as “received” in the e-mail system of the Administrative
Agent; provided that if such communication is not so received by any party during the normal business hours of the Administrative Agent, such communication shall be deemed delivered at the opening of business on the next Business Day for the
Administrative Agent. 
 (f) Each party hereto acknowledges that (i) the distribution of material through an electronic medium is not
necessarily secure and that there are confidentiality and other risks associated with such distribution, (ii) the Communications and the Platform are provided “as is” and “as available,” (iii) none of the Administrative
Agent, its affiliates nor any of their respective officers, directors, employees, agents, advisors or representatives (collectively, the “Agent Parties”) warrants the adequacy, accuracy or completeness of the Communications or the
Platform , and each Agent Party expressly disclaims liability for errors or omissions in any Communications or the Platform, and (iv) no warranty of any kind, express, implied or statutory, including, without limitation, any warranty of
merchantability, fitness for a particular purpose, non-infringement of third party rights or freedom from viruses or other code defects, is made by any Agent Party in connection with any Communications or the Platform. 
 Section 10.16 USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and the Administrative Agent (for
itself and not on behalf of any Lender) hereby notifies the Obligors that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to
obtain, verify and record information that identifies the Obligors, which information includes the name and address of the Obligors and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the
Obligors in accordance with the Act. 
 [Remainder of page intentionally left blank] 
  

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 [Signature Page to Amended and Restated Five-Year Senior Credit Agreement 
 (Covidien International Finance S.A.)] 
 IN
WITNESS WHEREOF, the parties hereto have caused this Agreement 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/ Anton Stadtbaumer

	Name:	 	Anton Stadtbaumer
	Title:	 	Managing Director










 [Signature Page to Amended and Restated Five-Year Senior Credit Agreement 
 (Covidien International Finance S.A.)] 
  


	
	PRESENT when the COMMON SEAL of COVIDIEN PLC was affixed hereto
	
	 /s/ Richard J. Meelia

	 Richard J. Meelia
 Director

	
	 /s/ John W. Kapples

	 John W. Kapples
 Secretary











 [Signature Page to Amended and Restated Five-Year Senior Credit Agreement 
 (Covidien International Finance S.A.)] 
  


			
	COVIDIEN LTD.
		
	By	 	 /s/ Charles J. Dockendorff

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












 [Signature Page to Amended and Restated Five-Year Senior Credit Agreement 
 (Covidien International Finance S.A.)] 
  


			
	CITIBANK, N.A., as Administrative Agent
		
	By	 	 /s/ Kevin A. Ege

	Name:	 	Kevin A. Ege
	Title:	 	Authorized Signatory









 SCHEDULE 1.01 
 PRICING GRID 
  

							
	 Index Debt Rating1
	  	 Applicable
Commitment
Fee Rate
	  	 Applicable Floor
	  	 Applicable Cap

	 > A+/A1/A+
	  	6.0 bps	  	50.0 bps	  	250.0 bps
	 A/A2/A
	  	8.0 bps	  	50.0 bps	  	250.0 bps
	 A-/A3/A-
	  	10.0 bps	  	50.0 bps	  	250.0 bps
	 BBB+/Baa1/BBB+
	  	15.0 bps	  	100.0 bps	  	275.0 bps
	 BBB/Baa2/BBB
	  	25.0 bps	  	100.0 bps	  	300.0 bps
	 BBB-/Baa3/BBB- or lower
	  	37.5 bps	  	150.0 bps	  	400.0 bps

 The Commitment Fee, and the Applicable Floor and Applicable Cap, 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 Covidien Ltd. or of Holdco if such rating is unavailable for Covidien Ltd. (“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 Commitment 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 Commitment Fee, and the Applicable Floor and Applicable Cap, 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 Commitment Fee, and the Applicable Floor and Applicable Cap, 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 Commitment Fee, and the Applicable 
  

	 1
	 Index Debt Ratings are shown in the order of S&P/Moody’s/Fitch. 









 
Floor and Applicable Cap, 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 Commitment Fee, and the Applicable Floor and Applicable Cap, 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 Commitment Fee, and the Applicable Floor and Applicable Cap, 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 Commitment Fee, and the Applicable Floor and Applicable Cap, shall be determined based on the
higher rating and if the ratings differ by more than one level, the Commitment Fee, and the Applicable Floor and Applicable Cap, 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 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 Commitment Fee, and the Applicable Floor and Applicable Cap, for each period commencing during the 30 days following the time there ceased to be at least two such
ratings available shall be the Commitment Fee, and the Applicable Floor and Applicable Cap, 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 Commitment Fee, and the Applicable Floor and Applicable Cap, 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 Commitment Fee, and the Applicable Floor and Applicable Cap, in effect immediately prior to such cessation or (b) otherwise, the
Commitment Fee, and the Applicable Floor and Applicable Cap, 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 Floor,
Applicable Cap and Commitment 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. 
  

 2 








 SCHEDULE 2.01 
 COMMITMENTS AND COMMITMENT PERCENTAGES 
  

							
	 Lender
	  	Commitment	  	Commitment
Percentage	 
	 Citibank, N.A.
	  	$	112,500,000	  	7.500000000	%
	 UBS Loan Finance LLC
	  	$	102,500,000	  	6.833333333	%
	 Bank of America, N.A.
	  	$	100,000,000	  	6.666666667	%
	 BNP Paribas
	  	$	100,000,000	  	6.666666667	%
	 Deutsche Bank AG New York Branch
	  	$	100,000,000	  	6.666666667	%
	 Morgan Stanley Senior Funding, Inc.
	  	$	100,000,000	  	6.666666667	%
	 William Street Commitment Corporation
	  	$	100,000,000	  	6.666666667	%
	 Barclays Bank PLC
	  	$	75,000,000	  	5.000000000	%
	 JPMorgan Chase Bank, N.A.
	  	$	75,000,000	  	5.000000000	%
	 Covidien International Finance S.A.
	  	$	75,000,000	  	5.000000000	%
	 ABN AMRO Bank N.V.
	  	$	60,000,000	  	4.000000000	%
	 Mizuho Corporate Bank (USA)
	  	$	60,000,000	  	4.000000000	%
	 Sumitomo Mitsui Banking Corporation, New York
	  	$	60,000,000	  	4.000000000	%
	 Bayerische Landesbank, New York Branch
	  	$	52,500,000	  	3.500000000	%
	 ING Bank N.V. Dublin Branch
	  	$	42,500,000	  	2.833333333	%
	 Intesa Sanpaolo S.p.A., New York Branch (as successor to SANPAOLO IMI S.p.A.)
	  	$	42,500,000	  	2.833333333	%
	 The Bank of New York Mellon.
	  	$	42,500,000	  	2.833333333	%
	 Societe Generale
	  	$	42,500,000	  	2.833333333	%
	 The Bank of Nova Scotia
	  	$	42,500,000	  	2.833333333	%
	 Banco Bilbao Vizcaya Argentaria, S.A.
	  	$	30,000,000	  	2.000000000	%
	 The Northern Trust Company
	  	$	30,000,000	  	2.000000000	%
	 Westpac Banking Corporation
	  	$	30,000,000	  	2.000000000	%
	 The Governor and Company of the Bank of Ireland
	  	$	25,000,000	  	1.666666667	%
	 TOTAL
	  	$	1,500,000,000	  	100.000000000	%
		  	 	 	  	 	 








 SCHEDULE 10.01 
 ADMINISTRATIVE AGENT’S OFFICE; LENDER NOTICE ADDRESSES 
 Administrative Agent’s Office 
 (For Payments and Borrowing Requests/Interest Election Requests): 
 Citibank,
N.A. 
 2 Penn’s Way 
 New Castle, DE 19720 
 Attention: Dennis Banfield 
 Tel: +302-894-6109 
 Fax: +212-994-0847 
 email: dennis1.banfield@citigroup.com 
 Account No.: 3042-4445 
 Account Name: Gen Corp Concentration 
 Ref: Tyco 
 ABA# 021000089 
 Other Notices as Administrative Agent: 
 Citibank, N.A. 
 2 Penn’s Way 
 New Castle, DE 19720 
 Attention: Dennis Banfield 
 Tel: +1 302 894 6109 
 Fax: +1 212 994 0847 
 email: dennis1.banfield@citigroup.com 
 Other Lenders 
 UBS Loan Finance LLC 
 677 Washington Boulevard 
 Stamford, CT 06901 
 Attention: Brian Gross 
 Tel: +1 203 719 2814 
 Fax: +1 203 719 3888 
 email: brian.gross@ubs.com 







 Bank of America, N.A. 
 100 N
Tryon Street 
 Charlotte, NC 28255 
 Attention: Richard Hardison
(Credit) 
 Tel: +1 704 386 1185 
 Fax: +1 704 388 6002

 email: Richard.c.hardison@bankofamerica.com 
 2001 Clayton Road

 Concord, CA 94520 
 Attention: Lynne O. Famularcano
(Operations) 
 Tel: +1 925 675 7659 
 Fax: +1 888 969 9230

 email: erlinda.o.famularcano@bankofamerica.com 
 Deutsche Bank
AG, New York Branch 
 60 Wall Street 
 New York, NY, 10005

 Attention: Frederick W. Laird (Credit) 
 Tel: +1 212 250 8215

 Fax: +1 212 797 4344 
 email: frederick.laird@db.com

 100 Plaza One 
 Jersey City, NJ, 07311-3901 
 Attention: Joe Cusmai (Loan Administration) 
 Tel: +1 201 593 2202 

Fax: +1 201 593 2313 
 email: joe.cusmai@db.com 
 BNP Paribas 
 787 Seventh Avenue 
 New York, NY 10019 
 Attention: Rick Pace 
 Tel: +1 212 841-3266 
 Fax: +1 212 841-2747 
 email: rick.pace@americas.bnpparibas.com 
 Attention: Lawrence Magloire
(Administrative contact) 
 Tel: +1 212 471-6645 
 Fax: +1 212
471-6603 
 email: lawrence.magloire@americas.bnpparibas.com 
  

 2 








 Morgan Stanley Senior Funding, Inc. 
 One Pierrepont Plaza, 7th Floor 
 300 Cadman Plaza West 
 Brooklyn, NY 11201 
 Attention: Erma Dell’Aquila/Marta Folio (Documentation) 
 Tel: +1 718-754-7286/7434 
 Fax: +1 718-754-7249/7250 
 email: docs4loans@morganstanley.com 
 Attention: Dmitrijs Nahajs/Merrie Wellesley (Loan Administration) 
 Tel: +1 718-754-4061 / 7287 
 Fax: +1 718 233 2140 
 email: Dmitrijs.Nahajs@morganstanley.com/ 
 Merrie.Wellesley@morganstanley.com

 William Street Commitment Corporation 
 30 Hudson Street, 17th
Floor 
 Jersey City, NJ 07302 
 Attention: Michael Tanney (Loan
Activity) 
 Tel: +1 212 357 9719 
 Fax: +1 212 256 4855

 email: ficc-lstops-ny@gs.com 
 Attention: Pedro Ramirez
(Financials, Amendments, Credit Documentation, Voting) 
 Tel: +1 917 343 8319 
 Fax: +1 212 428 1243 
 email: gsd.link@gs.com 
 Barclays Bank PLC 
 200 Park Avenue, 4th Floor 
 New York, NY, 10166 
 Attention: Nicholas Bell (Credit) 
 Tel: +1 212 412 4029 
 Fax: +1 212 412 7600 
 email: nicholas.bell@barcap.com 
 200 Cedar Knolls Road 
 Whippany, NJ 07981 
 Attention: Jan Becker (Administrative) 
 Tel: +1 973 576 3795 
 Fax: +1 973 576 3014 
 email: jan.becker@barcap.com 
  

 3 








 JPMorgan Chase Bank, N.A. 
 210 Park Avenue, 4th Floor 
 New York, NY 10017-2014 
 Attention: Anthony W. White (Credit) 
 Tel: +1 212 270 1051 
 Fax: +1 212 270 3279 
 email: anmony.w.white@jpmorgan.com 
 1111 Fannin, 10th Floor 
 Houston, TX 77002 
 Attention:
Claudia Correa (Operations) 
 Tel: +1 713 750 2128 
 Fax: +1 713
750 2782 
 email: claudia.x.correa@jpmchase.com. 
 Covidien
International Finance S.A. 
 3b, boulevard du Prince Henri 
 L-1724 Luxembourg 
 Attn: Michelangelo Stefani 
 Tel:
+352 266 379 3046 
 Fax: +352 266 379 92 
 email:
michelangelo.stefani@covidien.com 
 ABN Amro Bank N.V. 
 540
West Madison Street, Suite 2621 
 Chicago, IL 60661 
 Attention:
Credit Administration 
 Fax: +1 617 737 3629 
 email:
kymm.recht@abnamro.com 
 Attention: Loan Administration 
 Tel: +1
312 992 5152 
 Fax: +1 312 992 5157 
 Mizuho Corporate Bank
(USA) 
 1251 Avenue of the Americas 
 New York, NY, 10020

 Attention: Vadim Mulodzhanov (Credit) 
 Tel: +1 212 282 3559

 Fax: +1 212 282 4488 
 email: vadim.mulodzhanov@mizuhocbus.com

 1800 Plaza Ten 
 Jersey City, NJ, 07311 
 Attention: Sophia Hwang (Operations) 
 Tel: +1 201 626 9416 
 Fax: +1 212 626 9941 
 email: hyunsook.hwang@mizuhocbus.com 
  

 4 








 Sumitomo Mitsui Banking Corporation 
 277 Park Avenue 
 New York, NY 10172 
 Attention: Kenji
Irie (Credit) 
 Tel: +1 212 224-5366 
 Fax: +1 212 224-4384

 email: Kenji_Irie@smbcgroup.com 
 Attention: Kristen M. Lee
(Administrative) 
 Tel: +1 212 224-4314 
 Fax: +1 212 224-5197

 email: KristenMyungHee_Lee@smbcgroup.com 
 Bayerische
Landesbank, New York Branch 
 560 Lexington Avenue, 
 New York,
NY 10022 
 Attention: Matthew DeCarlo (Credit) 
 Tel: +1 212 230
9036 
 Fax: +1 212 230 9166 
 email: mdecarlo@bayernlbny.com

 Attention: Carol Dussie (Operations) 
 Tel: +1 212 310 9846

 Fax: +1 212 310 9930 
 email: cdussie@bayernlbny.com

 ING Capital LLC 
 1325 Avenue of the Americas 
 New York, NY, 10019 
 Attention: James Patten (Credit) 
 Tel: +1 646 424 8613 
 Fax: +1 646 424 7229 
 email: james.patten@americas.ing.com 
 Attention: Barbara Moore (Operations)

 Tel: +1 646 424 8242 
 Fax: +1 646 424 8251 
 email: barbara.moore@americas.ing.com 
 Intesa Sanpaolo SpA, New York Branch

 245 Park Avenue, 35th Floor 
 New York, NY 101675 

Attention: Luca Sacchi (Credit) 
 Tel: +1 212 692 3130 
 Fax: +1 212 692 3178 
 email: luca.sacchi@intesasanpaolo.com 
 Attention: Robert Mancini (Operations) 
  

 5 








 Tel: +1 212 692 3163 
 Fax:
+1 212 692 3178 
 email: robert.mancini@intesasanpaolo.com 
 The
Bank of New York Mellon 
 1 Mellon Center - Room 4530 
 Pittsburgh, PA 15258-0001 
 Attention: Daniel J. Lenckos (Credit) 
 Tel: +1 412 234 0733 
 Fax: +1 412 236 1914 
 email: lenckos.dj@mellon.com 
 500 Ross Street 
 Pittsburgh, PA 15262 
 Attention: Frank Whitley (Operations) 
 Tel: +1 412 234 4087 
 Fax: +1 412 209 6145 
 Société Générale 
 1221 Avenue of the Americas, 10th Floor 
 New York, NY 10020 
 Attention: Nigel Elvey (Credit) 
 Tel: +1 212 278 6516 
 Fax: +1 212 278 7862 
 email: nigel.elvey@sgcib.com 
 1221 Avenue of the Americas, 12th Floor

 New York, NY 10020 
 Attention: Arlene Tellerman (Operations)

 Tel: +1 212 278 6086 
 Fax: +1 212 278 7490 
 The Bank of Nova Scotia 
 1100 Louisiana Street, Suite 3000 
 Houston, TX 77002 
 Attention: Pat Brown (Credit) 
 Tel: +1 713 759 3439 
 Fax: +1 713 752 2425 
 email: Pat_Brown@scotiacapital.com 
 720 King St. west 
 2nd Floor, Toronto, Ontario 
 M5V-1T3 
 Attention: Jeannie Fan (Operations) 
 Tel: +1 212 225 5705 
 Fax: +1 212 225 5709 
 email: Jeannie_Fan@scotiacapital.com 
  

 6 








 Banco Bilbao Vizcaya Argentina 
 1345 Avenue of the Americas, 45th Floor 
 New York, NY 10105 
 Attention: Jay Levit (Credit) 
 Tel: +1 212 728 1590 
 Fax: +1 212 333 2904 
 email: jay.levit@bbvany.com 
 Attention: Patricia Kunert (Operations) 
 Tel: +1 212 728 2396 
 Fax: +1 212 333 2926 
 email: patricia.kunert@bbvany.com 
 The Northern Trust Company 
 50 South LaSalle Street 
 Chicago, IL 60675 
 Attention: Reid Acord 
 Tel: +1 312
444 5676 
 Fax: +1 312 444 4906 
 Attention: Sharon Jackson

 Tel: +1 312 630 1609 
 Fax: +1 312 630 1566 
 Westpac Banking Corporation 
 575 Fifth Avenue, 39th Floor 
 New York, NY 10017 
 Attention: Bradley Scammell (Credit) 
 Tel: +1 212 551 1915 
 Fax: +1 212 551 1995 
 email: bscammell@westpac.com.au 
 68-80 George St. Level 2 
 Parramatta, NSW 2150 
 Australia 
 Attention: GMO Nightshift Operations (Operations) 
 Tel: +612 9806 4022

 Fax: +44 207 621 7608 
 email: peterhooper@westpac.oom.au

  

 7 








 The Governor and Company of the Bank of Ireland 
 B2, Head Office 
 Lower Baggot Street, 
 Dublin 2, Ireland 
 Attention: Emer Haughey (Credit) 
 Tel: +353 1 604 4183 
 Fax: +353 1 604 4240 
 Attention:
Orla Hoyne (Operations) 
 Tel: +353 1 604 4413 
 Fax: +353 1 604
4793 
 email: corporateloansadmin@boimail.com 
  

 8 








 EXHIBIT A 
 [FORM OF] NOTE 
 New York, New York 
                             , 20    

 FOR VALUE RECEIVED, the undersigned (the “Borrower”), hereby promises to pay to
                                        or
registered assigns (the “Lender”), in accordance with the provisions of the Agreement (as hereinafter defined), the principal amount of each Loan from time to time made by the Lender to the Borrower under that certain Amended and
Restated Five-Year Senior Credit Agreement, dated as of June 4, 2009 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein
as therein defined), among the Borrower, Covidien plc, Covidien Ltd., the Lenders from time to time party thereto, and Citibank, N.A., as Administrative Agent. 
 The Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such principal amount is paid in full, at such interest rates and at such times as provided in the
Agreement. All payments of principal and interest shall be made to the Administrative Agent for the account of the Lender in dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due
hereunder, such unpaid amount shall bear interest, to be paid upon demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. 
 This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the
terms and conditions provided therein. This Note is also entitled to the benefits of the Guarantee in Article VIII of the Agreement and each Subsidiary Guaranty. Upon the occurrence and continuation of one or more of the Events of Default specified
in the Agreement, all amounts then remaining unpaid on this Note shall become, or may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or
records maintained by the Lender in the ordinary course of business. The Lender may also attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. 
 Except as otherwise provided in the Agreement, the Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and
demand and notice of protest, demand, dishonor and non-payment of this Note. 







 THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. 
  

			
	COVIDIEN INTERNATIONAL FINANCE S.A.
		
	By:	 	  

	Name:	 	  

	Title:	 	  



  

 2 








 LOANS AND PAYMENTS WITH RESPECT THERETO 
  

															
	 	  	 Date
	  	 Type of
Loan Made
	  	 Amount of
Loan Made
	  	 End of
Interest Period
	  	 Amount of
Principal or
Interest Paid This
Date

	  	 Outstanding
Principal Balance
This Date
	  	 Notation Made By

		  		  		  		  		  		  		  	
		  	 	  	 	  	 	  	 	  	 	  	 	  	 
		  		  		  		  		  		  		  	
		  	 	  	 	  	 	  	 	  	 	  	 	  	 
		  		  		  		  		  		  		  	
		  	 	  	 	  	 	  	 	  	 	  	 	  	 
		  		  		  		  		  		  		  	
		  	 	  	 	  	 	  	 	  	 	  	 	  	 
		  		  		  		  		  		  		  	
		  	 	  	 	  	 	  	 	  	 	  	 	  	 
		  		  		  		  		  		  		  	
		  	 	  	 	  	 	  	 	  	 	  	 	  	 
		  		  		  		  		  		  		  	
		  	 	  	 	  	 	  	 	  	 	  	 	  	 
		  		  		  		  		  		  		  	
		  	 	  	 	  	 	  	 	  	 	  	 	  	 
		  		  		  		  		  		  		  	
		  	 	  	 	  	 	  	 	  	 	  	 	  	 
		  		  		  		  		  		  		  	
		  	 	  	 	  	 	  	 	  	 	  	 	  	 
		  		  		  		  		  		  		  	
		  	 	  	 	  	 	  	 	  	 	  	 	  	 
		  		  		  		  		  		  		  	
		  	 	  	 	  	 	  	 	  	 	  	 	  	 
		  		  		  		  		  		  		  	
		  	 	  	 	  	 	  	 	  	 	  	 	  	 
		  		  		  		  		  		  		  	
		  	 	  	 	  	 	  	 	  	 	  	 	  	 
		  		  		  		  		  		  		  	
		  	 	  	 	  	 	  	 	  	 	  	 	  	 
		  		  		  		  		  		  		  	
		  	 	  	 	  	 	  	 	  	 	  	 	  	 
		  		  		  		  		  		  		  	
		  	 	  	 	  	 	  	 	  	 	  	 	  	 

  

 3 








 EXHIBIT B 
 [FORM OF] ASSIGNMENT AND ASSUMPTION 
 This Assignment and Assumption (this “Assignment and
Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard
Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby
irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date
inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to
the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including, without limitation, Guarantees included in such facilities) and
(ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection
with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort
claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses
(i) and (ii) above being referred to herein collectively as, the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption,
without representation or warranty by the Assignor. 
  

	1.	Assignor:                      

  

	2.	Assignee:                     [and is an Affiliate/Approved Fund of [identify
Lender]2] 

  

	3.	Borrower:                      

  

	4.	Administrative Agent: Citibank, N.A., as the Administrative Agent under the Credit Agreement 

  

	5.	Credit Agreement: Amended and Restated Five-Year Senior Credit Agreement, dated as of June 4, 2009 among Covidien International Finance S.A., as 


 

	 2
	 Select as applicable. 










	 	 
Borrower, Covidien plc, Covidien Ltd., the Lenders parties thereto, and Citibank, N.A., as Administrative Agent, as amended, supplemented or otherwise
modified from time to time. 


  

	6.	Assigned Interest: 

  

									
	 Aggregate
 Amount of Initial
 Commitments/Loans
 For all Lenders
	  	 Aggregate
 Amount of Increased
 Commitments3/Loans
 For all Lenders4
	  	Amount of Initial
Commitment/Loans
Assigned	  	Amount of Increased
Commitment5/Loans
Assigned6	  	Percentage
Assigned of
Commitment/Loans
					
	 $            
	  	$            	  	$            	  	$            	  	            %
					
	 $            
	  	$            	  	$            	  	$            	  	            %
					
	 $            
	  	$            	  	$            	  	$            	  	            %

  

	 [7.
	 Trade
Date:                    ]7



 Effective Date:            , 20    [TO BE INSERTED BY
ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 
 The terms set forth in this Assignment
and Assumption are hereby agreed to: 
  

			
	ASSIGNOR
	
	[NAME OF ASSIGNOR]
		
	By:	 	  

	Title:	 	
	
	ASSIGNEE
	
	[NAME OF ASSIGNEE]


  

	 3
	 Such amount to inclusive of the aggregate Initial Commitment of all of the Lenders. 



	 4
	 If applicable in accordance with the definition of the term “Commitment” in the Credit Agreement.




	 5
	 Such amount to inclusive of the Initial Commitment of the Assignor assigned. 



	 6
	 If applicable in accordance with the definition of the term “Commitment” in the Credit Agreement.




	 7
	 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the
Trade Date. 


  

 2 









			
	By:	 	  

	Title:	 	


  

			
	[Consented to and]8 Accepted:
	CITIBANK, N.A., as
	 Administrative Agent

		
	By:	 	  

	Title:	 	
	
	[Consented to:]9
		
	By:	 	  

	Title:	 	

  

	 8
	 To be added only if the consent of the Administrative Agent is required by the terms of the Credit Agreement.




	 9
	 To be added only if the consent of the Borrower and/or other parties is required by the terms of the Credit Agreement.



  

 3 








 ANNEX 1 TO ASSIGNMENT AND ASSUMPTION 
 AMENDED AND RESTATED FIVE-YEAR SENIOR CREDIT AGREEMENT DATED AS OF JUNE 4, 2009 AMONG COVIDIEN INTERNATIONAL FINANCE S.A., AS BORROWER, COVIDIEN PLC,
COVIDIEN LTD., THE LENDERS PARTIES THERETO, AND CITIBANK, N.A., AS ADMINISTRATIVE AGENT 
 STANDARD TERMS AND CONDITIONS FOR 
 ASSIGNMENT AND ASSUMPTION 
 1.
Representations and Warranties. 
 1.1. Assignor. The Assignor (a) represents and warrants that (i) it is the legal
and beneficial owner of the Assigned Interest, (ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and
deliver this Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit
Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of the Borrower, any of its
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by the Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations
under any Loan Document. 
 1.2. Assignee. The Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all requirements of an
eligible assignee under the Credit Agreement (subject to receipt of such consents as may be required under the Credit Agreement), (iii) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender
thereunder and, to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it has received a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to
Section 5.01 thereof, as applicable, and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase the Assigned Interest on the
basis of which it has made such analysis and decision independently and without reliance on the Administrative or any other Lender, and (b) agrees that (i) it will, independently and without reliance on the Administrative, the Assignor or
any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan Documents, and (ii) it will perform in accordance
with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 
  

 4 








 2. Payments. From and after the Effective Date, the Administrative shall make all payments in
respect of the Assigned Interest (including payments of principal, interest, fees and other amounts) to the Assignee whether such amounts have accrued prior to or on or after the Effective Date. The Assignor and the Assignee shall make all
appropriate adjustments in payments by the Administrative for periods prior to the Effective Date or with respect to the making of this assignment directly between themselves. 
 3. General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto and their respective
successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption by
telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be governed by, and construed in accordance with, the laws of the State of New York. 
  

 5 








 EXHIBIT C-1 
 [FORM OF] OPINION OF GENERAL COUNSEL OF GUARANTOR 







 EXHIBIT C-2 
 [FORM OF] OPINION OF GENERAL COUNSEL OF COVIDIEN PLC 







 EXHIBIT C-3 
 [FORM OF] OPINION OF SPECIAL LUXEMBOURG COUNSEL 







 EXHIBIT C-4 
 [FORM OF] OPINION OF SPECIAL BERMUDA COUNSEL 







 EXHIBIT C-5 
 [FORM OF] OPINION OF SPECIAL NEW YORK COUNSEL 







 EXHIBIT C-6 
 [FORM OF] OPINION OF SPECIAL IRISH COUNSEL 







 EXHIBIT D 
 [FORM OF] SUBSIDIARY GUARANTY] 
 Dated as
of                     
 WHEREAS,
Covidien International Finance S.A. (the “Borrower”), Covidien plc, Covidien Ltd., the Lenders parties thereto, and Citibank, N.A., as Administrative Agent have entered into the Amended and Restated Five-Year Senior Credit
Agreement, dated as of June 4, 2009 (as amended, supplemented or otherwise modified from time to time, (as the same may be amended from time to time, the “Credit Agreement”), pursuant to which the Borrower is or may be
entitled, subject to certain conditions, to borrow loans thereunder; 
 WHEREAS, in conjunction with the transactions contemplated by the
Credit Agreement and in consideration of the financial and other support that the Borrower has provided, and such financial and other support as the Borrower may in the future provide, to the undersigned (together with its successors, the
“Guarantor”) and in order to induce the Lenders and the Administrative Agent to enter into the Credit Agreement and to make extensions of credit thereunder, the Guarantor is willing to guarantee the obligations of the Borrower under
the Credit Agreement and the Notes issued thereunder; 
 NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Guarantor hereby agrees as follows: 
 ARTICLE I

 DEFINITIONS 
 Section 1.01 Definitions. Terms defined in the Credit Agreement and not otherwise defined herein are used herein as therein defined, and the provisions of Sections 1.03 and 1.04 of the Credit Agreement shall apply to this
Subsidiary Guaranty. In addition, the following terms, as used herein, have the following meanings: 
 “Guaranteed
Obligations” means (i) all obligations of the Borrower in respect of principal of and interest on the Loans and the Notes, (ii) all other amounts payable by the Borrower under the Credit Agreement or any Note and (iii) all
renewals or extensions of the foregoing, in each case whether now outstanding or hereafter arising. The Guaranteed Obligations shall include, without limitation, any interest, costs, fees and expenses which accrue on or with respect to any of the
foregoing and are payable by the Borrower pursuant to the Credit Agreement or any Note, whether before or after the commencement of any case, proceeding or other action relating to the bankruptcy, insolvency, examinership or reorganization of any
one or more than one of the Obligors, and any such interest, costs, fees and expenses that would have accrued thereon or with 








 
respect thereto and would have been payable by the Borrower pursuant to the Credit Agreement or Note but for the commencement of such case, proceeding or
other action. 
 “Obligors” means, at any time, collectively, the Borrower, the Guarantors (as defined in the Credit
Agreement) and each Subsidiary Guarantor at such time. 
 ARTICLE II 
 GUARANTEE 
 Section 2.01 The Guarantee. Subject to
Section 2.03, the Guarantor hereby unconditionally and irrevocably guarantees to the Lenders and the Administrative Agent and to each of them, the due and punctual payment of all Guaranteed Obligations as and when the same shall become due and
payable, whether at maturity, by declaration or otherwise, according to the terms thereof. This is a continuing guarantee and a guarantee of payment and not merely of collection. In case of failure by the Borrower punctually to pay the indebtedness
guaranteed hereby, the Guarantor, subject to Section 2.03, hereby unconditionally agrees to cause such payment to be made punctually as and when the same shall become due and payable, whether at maturity or by declaration or otherwise, and as
if such payment were made by the Borrower. 
 Section 2.02 Guarantee Unconditional. The obligations of the Guarantor under
this Article 2 shall be unconditional and absolute and, without limiting the generality of the foregoing, shall not be released, discharged or otherwise affected by: 
 (a) any extension, renewal, settlement, compromise, waiver or release in respect of any obligation of any other Obligor under any Loan Document, by operation of law or otherwise; 
 (b) any modification or amendment of or supplement to any Financing Document (other than as specified in an amendment or waiver of this Subsidiary
Guaranty effected in accordance with Section 2.03); 
 (c) any modification, amendment, waiver, release, non-perfection or invalidity of
any direct or indirect security, or of any guaranty or other liability of any third party, for any obligation of any other Obligor under any Loan Document; 
 (d) any change in the corporate existence, structure or ownership of any other Obligor, or any insolvency, examinership, bankruptcy, reorganization or other similar proceeding affecting any other Obligor or its assets
or any resulting release or discharge of any obligation of any other Obligor contained in any Loan Document; 
 (e) the existence of any
claim, set-off or other rights which the Guarantor may have at any time against any other Obligor, the Administrative Agent, any Lender or any other Person, whether or not arising in connection with the Loan Document; provided that nothing
herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim; 
  

 2 








 (f) any invalidity or unenforceability relating to or against any other Obligor for any reason of any
Loan Document, or any provision of applicable law or regulation purporting to prohibit the payment by any other Obligor of the principal of or interest on any Loan or any other amount payable by any other Obligor under any Loan Document; or

 (g) any other act or omission to act or delay of any kind by any other Obligor, the Administrative Agent, any Lender or any other Person
or any other circumstance whatsoever that might, but for the provisions of this paragraph, constitute a legal or equitable discharge of the obligations of the Guarantor under this Article 2. 
 Section 2.03 Limit of Liability. The Guarantor shall be liable under this Subsidiary Guaranty only for amounts aggregating up to the
largest amount that would not render its obligations hereunder subject to avoidance under Section 548 of the United States Bankruptcy Code or any comparable provisions of any other applicable law. To the extent that the Guarantor shall be
required hereunder to pay a portion of the Guaranteed Obligations which shall exceed the greater of (i) the amount of the economic benefit actually received by the Guarantor from the incurrence of the Loans under the Credit Agreement and
(ii) the amount which the Guarantor would otherwise have paid if the Guarantor had paid the aggregate amount of the Guaranteed Obligations (excluding the amount thereof repaid by the Borrower and any other Subsidiary Guarantors) in the same
proportion as the Guarantor’s net worth at the date enforcement hereunder is sought bears to the aggregate net worth of all the Subsidiary Guarantors at the date enforcement hereunder is sought (the “Contribution Percentage”),
then the Guarantor shall have a right of contribution against each other Subsidiary Guarantor who has made payments in respect of the Guaranteed Obligations to and including the date enforcement hereunder is sought in an aggregate amount less than
such other Subsidiary Guarantor’s Contribution Percentage of the aggregate payments made to and including the date enforcement hereunder is sought by all Subsidiary Guarantors in respect of the Guaranteed Obligations; provided that no
Subsidiary Guarantor may take any action to enforce such right until the Guaranteed Obligations (other than contingent indemnification obligations with respect to unasserted claims) have been indefeasibly paid in full and the Commitments have been
terminated, it being expressly recognized and agreed by all parties hereto that the Guarantor’s right of contribution arising pursuant to this Section 2.03 against any other Subsidiary Guarantor shall be expressly junior and subordinate to
such other Subsidiary Guarantor’s obligations and liabilities in respect of the Guaranteed Obligations and any other obligations owing under any Subsidiary Guaranty. All parties hereto recognize and agree that, except for any right of
contribution arising pursuant to this Section 2.03, each Subsidiary Guarantor who makes any payment in respect of the Guaranteed Obligations shall have no right of contribution or subrogation against any other Subsidiary Guarantor in respect of
such payment. The Guarantor recognizes and acknowledges that the rights to contribution arising hereunder shall constitute an asset in favor of the party entitled to such contribution. In this connection, the Guarantor has the right to waive its
contribution right against any other Subsidiary Guarantor to the extent that after giving effect to such waiver the Guarantor would remain solvent, in the determination of the Required Lenders. 
 Section 2.04 Discharge; Reinstatement in Certain Circumstances. Subject to Section 4.06, the Guarantor’s obligations under
this Article II shall remain in full force and effect 

  

 3 








 
until the Commitments are terminated and the principal of and interest on the Loans and all other amounts payable by the Borrower under the Loan Documents
shall have been paid in full. If at any time any payment of the principal of or interest on any Loan or any other amount payable by the Borrower under any Loan Document is rescinded or must be otherwise restored or returned upon the insolvency,
bankruptcy or reorganization of any other Obligor or otherwise, the Guarantor’s obligations under this Article II with respect to such payment shall be reinstated at such time as though such payment had become due but had not been made at such
time. 
 Section 2.05 Waiver. The Guarantor irrevocably waives acceptance hereof, presentment, demand, protest and any
notice not provided for herein, as well as any requirement that at any time any action be taken by any Person against any other Obligor or any other Person. 
 Section 2.06 Subrogation and Contribution. (a) The Guarantor irrevocably waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment
hereunder (i) to be subrogated to the rights of the payee against the Borrower with respect to such payment or otherwise to be reimbursed, indemnified or exonerated by any other Obligor in respect thereof or (ii) to receive any payment, in
the nature of contribution or for any other reason, from any other Obligor with respect to such payment. 
 (b) Notwithstanding the provision
of subsection (a) of this Section 2.06, the Guarantor shall have and be entitled to (i) all rights of subrogation or contribution otherwise provided by law in respect of any payment it may make or be obligated to make under this
Subsidiary Guaranty and (ii) all claims (as defined under Chapter 11 of Title 11 of the United States Code, as amended, or any successor statute (the “Bankruptcy Code”)) it would have against any Obligor or any other Subsidiary
Guarantor (each an “Other Party”) in the absence of subsection (a) of this Section 2.06 and to assert and enforce the same, in each case on and after, but at no time prior to, the date (the “Subrogation Trigger
Date”) which is one year and five days after the Maturity Date if, but only if, (x) no Default or Event of Default of the type described in Article VI of the Credit Agreement with respect to the relevant Other Party has existed at any
time on and after the Subrogation Trigger Date and (y) the existence of the Guarantor’s rights under this clause (b) would not make the Guarantor a creditor (as defined in the Bankruptcy Code) of such Other Party in any insolvency,
bankruptcy, reorganization or similar proceeding commenced on or prior to the Subrogation Trigger Date. 
 Section 2.07 Stay of
Acceleration. If acceleration of the time for payment of any amount payable by the Borrower under the Loan Documents is stayed upon the insolvency, bankruptcy or reorganization of the Borrower, all such amounts otherwise subject to
acceleration under the terms of the Loan Documents shall nonetheless be payable by the Guarantor hereunder forthwith on demand by the Administrative Agent made at the request of the Required Lenders. 
 ARTICLE III 
 REPRESENTATIONS AND
WARRANTIES 
 The Guarantor represents and warrants to the Administrative Agent and the Lenders that: 
  

 4 








 Section 3.01 Corporate Existence and Power. The Guarantor is a corporation duly incorporated,
validly existing and in good standing under the laws of                     . 
 Section 3.02 Corporate and Governmental Authorization; No Contravention. The execution, delivery and performance by the Guarantor of
this Subsidiary Guaranty: 
 (a) are within the Guarantor’s corporate powers; 
 (b) have been duly authorized by all necessary corporate action on the part of the Guarantor; 
 (c) require no action by or in respect of, or filing with, any Governmental Authority on the part of the Guarantor; and 
 (d) do not contravene, or constitute a default by the Guarantor under, any provision of (i) applicable law or regulation, (ii) the
constitutional documents of the Guarantor, or (iii) any agreement or instrument evidencing or governing Debt of the Guarantor or any other material agreement, judgment, injunction, order, decree or other instrument binding upon the Guarantor.

 Section 3.03 Binding Effect. This Subsidiary Guaranty constitutes a valid and binding obligation of the Guarantor.

 Section 3.04 Not an Investment Company. The Guarantor is not an “investment company” as defined in, or
subject to regulation under, the Investment Company Act of 1940. 
 ARTICLE IV 
 MISCELLANEOUS 
 Section 4.01 Notices. All notices, requests
and other communications to be made to or by the Guarantor hereunder shall be in writing (including, without limitation, bank wire, telex, facsimile transmission or similar writing) and shall be given: (a) if to the Guarantor, to it at its
address or facsimile number set forth on the signature pages hereof or such other address or facsimile number as the Guarantor may hereafter specify for the purpose by notice to the Administrative Agent and (b) if to any party to the Credit
Agreement, to it at its address or facsimile number for notices specified in or pursuant to the Credit Agreement. Each such notice, request or other communication shall be effective (i) if given by facsimile, when such facsimile is transmitted
to the facsimile transmission number specified in this Section 4.01 and electronic, telephonic or other appropriate confirmation of receipt thereof is received by the sender, (ii) if given by mail, 72 hours after such communication is
deposited in the mails with first class postage prepaid, addressed as aforesaid or (ii) if given by any other means, when delivered at the address specified in this Section 4.01. 
  

 5 








 Section 4.02 No Waiver. No failure or delay by the Administrative Agent or any Lender
in exercising any right, power or privilege under this Subsidiary Guaranty or any other Loan Document shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies herein and therein provided shall be cumulative and not exclusive of any rights or remedies provided by law. 
 Section 4.03 Amendments and Waivers. Any provision of this Subsidiary Guaranty may be amended or waived if, and only if, such
amendment or waiver is entered into in accordance with Section 10.02 of the Credit Agreement. 
 Section 4.04 Successors and
Assigns. This Subsidiary Guaranty is for the benefit of the Lenders and the Administrative Agent and their respective successors and assigns and in the event of an assignment of the Loans, the Notes or other amounts payable under the Loan
Documents, the rights hereunder, to the extent applicable to the indebtedness so assigned, shall be transferred with such indebtedness. All the provisions of this Subsidiary Guaranty shall be binding upon the Guarantor and its successors and
assigns. 
 Section 4.05 Taxes. All payments by the Guarantor hereunder shall be made free and clear of Taxes and
otherwise in accordance with Section 9.05 of the Credit Agreement (which Section, including but not limited to the indemnification provisions contained therein) is hereby incorporated by reference as if set forth herein, provided that
each reference contained therein to an Obligor shall be a reference to the Guarantor). 
 Section 4.06 Effectiveness.
(a) This Subsidiary Guaranty shall become effective when the Administrative Agent shall have received a counterpart hereof signed by the Guarantor. 
 (b) The Guarantor may at any time elect to terminate this Subsidiary Guaranty and its obligations hereunder if (i) after giving effect thereto, no Default shall have occurred and be continuing and (ii) at
such time the Guarantor does not have in effect a guarantee the effect of which would require the Guarantor to be a Subsidiary Guarantor under the terms of Section 5.12 of the Credit Agreement. If the Guarantor so elects to terminate this
Subsidiary Guaranty, it shall give the Administrative Agent notice to such effect, which notice shall be accompanied by a certificate of a Responsible Officer to the effect that, after giving effect to such termination, no Default shall have
occurred and be continuing. The Administrative Agent may if it so elects conclusively rely on such certificate. Upon receipt of such notice and such certificate, unless the Administrative Agent determines that a Default shall have occurred and be
continuing, the Administrative Agent shall promptly deliver to the Guarantor the counterpart of this Subsidiary Guaranty delivered to the Administrative Agent pursuant to Section 4.06(a), and upon such delivery this Subsidiary Guaranty shall
terminate and the Guarantor shall have no further obligations hereunder. In addition to the foregoing, this Subsidiary Guaranty may be terminated and released in accordance with the terms of the penultimate paragraph of Article VII of the Credit
Agreement. 
 Section 4.07 GOVERNING LAW; SUBMISSION TO JURISDICTION. (a) THIS SUBSIDIARY GUARANTY SHALL BE GOVERNED BY AND
CONSTRUED IN 

  

 6 








 
ACCORDANCE WITH THE LAW OF THE STATE OF NEW YORK. THE GUARANTOR HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE
SOUTHERN DISTRICT OF NEW YORK AND OF ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS SUBSIDIARY GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY. THE GUARANTOR IRREVOCABLY
WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN
BROUGHT IN AN INCONVENIENT FORUM. 
 (b) If the Guarantor is not organized under the laws of the United States of America or a State thereof:

 (i) Appointment of Agent for Service of Process. The Guarantor hereby irrevocably designates and appoints CT
Corporation System having an office on the date hereof at 111 Eighth Avenue, New York, New York 10011 as its authorized agent, to accept and acknowledge on its behalf, service or any and all process which may be served in any suit, action or
proceeding of the nature referred to in subsection (a) above in any federal or New York State court sitting in New York City. The Guarantor represents and warrants that such agent has agreed in writing to accept such appointment and that a true
copy of such designation and acceptance has been delivered to the Administrative Agent. Such designation and appointment shall be irrevocable until all principal and interest and all other amounts payable hereunder shall have been paid in full in
accordance with the provisions hereof. If such agent shall cease so to act, the Guarantor covenants and agrees to designate irrevocably and appoint without delay another such agent satisfactory to the Administrative Agent and to deliver promptly to
the Administrative Agent evidence in writing of such other agent’s acceptance of such appointment. 
 (ii) Service of
Process. The Guarantor hereby consents to process being served in any suit, action, or proceeding of the nature referred to in subsection (a) above in any federal or New York State court sitting in New York City by service of process
upon the agent of the Guarantor, as the case may be, for service of process in such jurisdiction appointed as provided in subsection (b)(i) above; provided that, to the extent lawful and possible, written notice of said service upon such
agent shall be mailed by registered airmail, postage prepaid, return receipt requested, to the Guarantor at its address specified on the signature pages hereof or to any other address of which the Guarantor shall have given written notice to the
Administrative Agent. The Guarantor irrevocably waives, to the fullest extent permitted by law, all claim of error by reason of any such service and agrees that such service shall be deemed in every respect effective service of process upon the
Guarantor in any such suit, action or proceeding and shall, to the fullest extent permitted by law, be taken and held to be valid and personal service upon and personal delivery to the Guarantor. 
  

 7 








 (iii) No Limitation on Service or Suit. Nothing in this Section 4.07 shall
affect the right of the Administrative Agent or any Lender to serve process in any other manner permitted by law or limit the right of the Administrative Agent or any Lender to bring proceedings against the Guarantor in the courts of any
jurisdiction or jurisdictions. 
 (iv) Waiver of Immunities. To the extent permitted by applicable law, if the
Guarantor has or hereafter may acquire any immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, attachment prior to judgment,
attachment in aid of execution of judgment, execution of judgment or otherwise) with respect to itself or any of its property, the Guarantor hereby irrevocably waives and agrees not to plead or claim such immunity in respect of its obligations under
this Subsidiary Guaranty. The Guarantor agrees that the waivers set forth above shall be to the fullest extent permitted under the Foreign Sovereign Immunities Act of 1976 of the United States of America and are intended to be irrevocable and not
subject to withdrawal for purposes of such Act. 
 Section 4.08 WAIVER OF JURY TRIAL. THE GUARANTOR HEREBY IRREVOCABLY
WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUBSIDIARY GUARANTY OR THE TRANSACTIONS CONTEMPLATED HEREBY. 
 Section 4.09 Judgment Currency. If, under any applicable law and whether pursuant to a judgment being made or registered against the Guarantor or for any other reason, any payment under or in connection
with this Subsidiary Guaranty, is made or satisfied in a currency (the “Other Currency”) other than that in which the relevant payment is due (the “Required Currency”) then, to the extent that the payment (when
converted into the Required Currency at the rate of exchange on the date of payment or, if it is not practicable for the party entitled thereto (the “Payee”) to purchase the Required Currency with the other Currency on the date of
payment, at the rate of exchange as soon thereafter as it is practicable for it to do so) actually received by the Payee falls short of the amount due under the terms of this Subsidiary Guaranty, the Guarantor shall, to the extent permitted by law,
as a separate and independent obligation, indemnify and hold harmless the Payee against the amount of such shortfall. For the purpose of this Section, “rate of exchange” means the rate at which the Payee is able on the relevant date to
purchase the Required Currency with the Other Currency and shall take into account any premium and other costs of exchange. 
  

 8 








 IN WITNESS WHEREOF, the Guarantor has caused this instrument to be duly executed by its authorized
officer as of the date first above written. 
  

			
	[GUARANTOR]
		
	By:	 	  

	Title:	 	
	
	[Address]
	
	Facsimile Number: