Exhibit 10.1


Conformed Copy


AMENDMENT NO. 1 TO 364-DAY SENIOR
BRIDGE LOAN AGREEMENT


(FIRE & SAFETY AND ENGINEERED
PRODUCTS BUSINESSES)


AMENDMENT NO. 1 TO 364-DAY SENIOR BRIDGE LOAN AGREEMENT (Fire &
Safety and Engineered Products Businesses)  (this “Amendment”), dated as
of May 25, 2007, among TYCO INTERNATIONAL GROUP S.A., a Luxembourg company (the “Initial Borrower”),
TYCO INTERNATIONAL LTD., a Bermuda company (the “Guarantor”), TYCO INTERNATIONAL FINANCE
S.A., a Luxembourg company (the “T Borrower”), each Person executing this
Amendment as a Lender, and CITIBANK, N.A., as Administrative Agent.


PRELIMINARY STATEMENTS


(1)           The
Initial Borrower, the Guarantor, the T Borrower, the Lenders and the
Administrative Agent are parties to the 364-Day Senior Bridge Loan Agreement,
dated as of April 25, 2007 (as amended, supplemented or otherwise modified from
time to time through the date of this Amendment, the “Bridge Loan  Agreement”).


(2)           On
May 14, 2007, the Guarantor entered into a memorandum of understanding (“Memorandum of Understanding”)
to settle certain securities class action lawsuits (“Securities Class Action Lawsuits”)
involving its stock and the conduct of its former management, stemming from a
consolidated securities class action complaint filed in January 2003 on behalf
of a class of shareholders who purchased or otherwise acquired publicly traded
securities of the Guarantor during the period from December 1999 to June
2002.  Under the terms of the Memorandum
of Understanding, the Guarantor will establish a $2.975 billion cash settlement
fund (the “Settlement
Fund”) for payment of plaintiffs’ claims in the consolidated
securities class action cases.


(3)           The
Initial Borrower, the Guarantor, the T Borrower, the Lenders party hereto and
the Administrative Agent desire to amend the Bridge Loan Agreement in certain
respects, including, inter alia,
to increase the Lenders’ commitments and provide for a second tranche of
Borrowings thereunder, the proceeds of which are to be used to fund the
redemption by the Initial Borrower of certain of its Capital Stock from the
Guarantor, the proceeds of which redemption are to be applied to fund the
Settlement Fund.


NOW, THEREFORE, in consideration of the
mutual covenants and agreements contained in this Amendment, and for other good
and valuable consideration, the receipt and sufficiency of which hereby are
acknowledged, the parties hereto agree as follows:


ARTICLE I


DEFINITIONS


Section
1.01.    Defined
Terms. 
Capitalized terms used but not defined in this Amendment shall have the
meaning set forth in the Bridge Loan Agreement.


Section
1.02.    Rules
of Construction.  The rules of construction set forth in
Section 1.03 of the Bridge Loan Agreement shall apply to this Amendment as if
fully set forth herein.













 


ARTICLE II

AMENDMENTS TO CREDIT AGREEMENT


Section
2.01.    Amendments
to Article I of the Bridge Loan Agreement.


(a)           The
defined terms contained in Section 1.01 of the Bridge Loan Agreement are hereby
amended as indicated in Annex I hereto.


Section
2.02.    Amendments
to Article II of the Bridge Loan Agreement.


(a)           Section
2.01 of the Bridge Loan Agreement is amended by deleting such section and
replacing it with the following:


“Section 2.01       Commitments.  Subject to the terms and conditions set forth
herein, each Lender agrees to (a) make Tranche A Loans to the Borrower from
time to time during the Tranche A Availability Period in an aggregate principal
amount that will not result in (i) such Lender’s Tranche A Credit Exposure
exceeding such Lender’s Tranche A Commitment or (ii) the total Tranche A Credit
Exposures exceeding the total Tranche A Commitments and (b) make Tranche B
Loans to the Borrower from time to time during the Tranche B Availability
Period in an aggregate principal amount that will not result in (i) such Lender’s
Tranche B Credit Exposure exceeding such Lender’s Tranche B Commitment or (ii)
the total Tranche B Credit Exposures exceeding the total Tranche B
Commitments.  The Commitments are not
revolving in nature and amounts repaid or prepaid may not be reborrowed.”


(b)           Section
2.03(a) of the Bridge Loan Agreement is hereby amended by deleting such section
and replacing it with the following:


“(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 the form attached as Exhibit F, 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. 
No more than a total of five Borrowing Requests with respect to Tranche
A Loans may be made by the Borrower during the Tranche A Availability Period
and no more than a total of two Borrowing Requests with respect to Tranche B
Loans may be made by the Borrower during the Tranche B Availability Period,
with each telephonic Borrowing Request specifying the information contained in
clauses (i), (ii), (iv) and (v) below and with each written Borrowing Request
specifying the information contained in clauses (i) through (vi) below, in each
case, 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
consist of Tranche A Loans or Tranche B Loans (or both) and with respect to
Tranche A Loans, (A) except for any portion of such Borrowing to be deposited
into the Special Repayment Account pursuant to Section 2.04(a), a list of the
Allocated Existing Indenture Debt and/or Allocated Existing Credit Agreement
Debt being repaid or redeemed, or with respect to which a consent fee is being
paid, in each case, with the proceeds of such Borrowing (either by direct
disbursement or advance deposit with the trustee, paying agent or fiscal agent
for such Debt), setting forth (x) a description of each series or tranche of
Allocated Existing Indenture Debt and/or Allocated Existing Credit Agreement
Debt then being repaid or redeemed or irrevocably called for redemption, or
with respect to which a consent fee is then being paid, (y) a reasonably
detailed description of the amounts payable (including premiums, if any,
consent fees and other related fees, costs and expenses, including professional
fees) in connection with such series or tranche of such Allocated Existing
Indenture Debt and/or Allocated Existing Credit Agreement Debt and (z) the
Person to which each such payment shall be made and (B) with respect to any
portion of such Borrowing to be deposited into the Special Repayment Account
pursuant to Section 2.04(a), (x) a description of each series or tranche of
Allocated Existing Indenture Debt intended to be repaid or redeemed or
irrevocably called for redemption, (y) to the extent known at the time of
delivery of the Borrowing Request for such Borrowing, a reasonably detailed description
of the amounts payable (including premiums, if any, consent fees and other
related fees, costs and expenses, including professional fees) in connection
with the repayment or redemption of such series or tranche of such Allocated
Existing Indenture Debt and (z) designating the Special Repayment Account as
the account to which the proceeds of such portion of such Borrowing are to be
disbursed;


(iv)          whether such Borrowing is to be
an ABR Borrowing or a Eurodollar Borrowing;


(v)           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


(vi)          the location and number of the
account or accounts to which funds are to be disbursed, which in the case of
any Tranche B Loan shall be the Settlement Escrow Account and, in any case,
shall otherwise comply with the requirements of 2.04 and/or 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 Tranche A Loan and/or  Tranche B
Loan to be made as part of the requested Borrowing.”



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(c)                               Section
2.04 of the Bridge Loan Agreement is hereby amended by deleting such section
and replacing it with the following:


“Section
2.04   Fundings to and Disbursements from
Special Payment Account.


(a)           During the Tranche A
Availability Period, the Borrower may request a Borrowing of Tranche A Loans in
accordance with the terms hereof to fund Special Repayments which are not due
and payable on the date for which such Borrowing is requested and are not being
irrevocably deposited with the trustee, paying agent or fiscal agent for the
related Allocated Existing Indenture Debt to pay the redemption price thereof,
and the proceeds of any such Borrowing shall be deposited into the Special
Repayment Account.


(b)           Subject to clause
(d) of this Section 2.04, funds on deposit in the Special Repayment Account
shall be utilized solely to make a Special Repayment, and the release of any
such funds from the Special Repayment Account shall be effectuated so long as
by 2:00 p.m. (New York City time) on the date of the requested release, the
Borrower shall have delivered to the Administrative Agent a release request in
the form of Exhibit G (each, a “Release Request”).


(c)           Each delivery of a
Release Request shall constitute a representation and warranty by the Borrower
that (i) the funds requested by such Release Request are being utilized to make
a Special Repayment, (ii) such Special Repayment is being applied toward
Allocated Existing Indenture Debt which has been specified in a Borrowing
Request as Allocated Existing Indenture Debt in respect of which a Special
Repayment is intended to be made and (iii) such Allocated Existing Indenture
Debt is due and payable on the date for which such release is requested.


(d)           Funds on deposit in
the Special Repayment Account may be invested in Permitted Investments as
directed by the Borrower.


(e)           On the Tranche A
Maturity Date, all funds on deposit in the Special Repayment Account shall be
released to the Administrative Agent and utilized to repay the outstanding
principal amount of the Tranche A Loans, together with accrued interest on the
amount so repaid.”


(d)          Section 2.07 of the Bridge Loan Agreement is hereby amended
by deleting such section and replacing it with the following:


“Section 2.07  Termination and Reduction of  Commitments.  (a)           The
unused Tranche A Commitments shall automatically terminate at the end of the
Tranche A Availability Period and the unused Tranche B Commitments shall
automatically terminate at the end of the Tranche B Availability Period.


(b)           The Borrower may at any time terminate,
or from time to time reduce, the Tranche A Commitments and/or the Tranche B
Commitments; provided that (i) each reduction of 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



 4
 









 


reduce any
Commitments if, after giving effect to any concurrent prepayment of Loans in
accordance with Section 2.09, the total Credit Exposures under the
relevant Tranche would exceed the total Commitments under the relevant Tranche.


(c)           The Borrower shall notify the
Administrative Agent of any election to terminate or reduce 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
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 Commitments
shall be permanent.  Each reduction of
the Commitments under either Tranche shall be made ratably among the Lenders in
accordance with their respective Commitments under such Tranche.”


(e)           Section
2.08(a) of the Bridge Loan Agreement is hereby amended by deleting such section
and replacing it with the following:


“(a)         The
Borrower hereby unconditionally promises to pay to the Administrative Agent for
the account of each Lender (i) the then unpaid principal amount of each Tranche
A Loan on the Tranche A Maturity Date and (ii) the then unpaid principal amount
of each Tranche B Loan on the Tranche B Maturity Date.”


(f)            Section
2.08(c) of the Bridge Loan Agreement is hereby amended by adding the words “Tranche
and” before the word “Type” in clause (i) of such Section.


(g)           Section
2.08(e) of the Bridge Loan Agreement is hereby amended by deleting such section
and replacing it with the following:


“(e)         Any Lender may request that Tranche A
Loans and/or Tranche B Loans made by it be evidenced by a Notes.  In such event, the Borrower shall prepare,
execute and deliver to such Lender a Tranche A Note and/or a Tranche B Note, as
applicable, 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).”


(h)           Section
2.09(c) of the Bridge Loan Agreement is hereby amended by adding, immediately
before the last sentence in such Section, the following sentence:  “Any such reduction of unused Commitments
shall be applied first to the unused Tranche A Commitments and then, if the
unused Tranche A Commitments have been reduced to zero, to the unused Tranche B
Commitments.”


(i)            Section
2.09(d) of the Bridge Loan Agreement is hereby amended by adding, immediately
before the last sentence in such Section, the following sentence:  “Any such



 5
 









 


required prepayment of Loans shall be applied first to the Tranche A
Loans and then, if the Tranche A Loans have been paid in full, to the Tranche B
Loans.”


(j)            Section
2.09(f) of the Bridge Loan Agreement is amended by deleting such section and
replacing it with the following:


“(d)         To the extent applicable, Tranche A
Loans shall be prepaid in accordance with Section 2.04(e).


(k)           Section
2.11(d) of the Bridge Loan Agreement is amended by deleting such section and
replacing it with the following:


“(d)         Accrued interest on each Loan shall be
payable in arrears on each Interest Payment Date for such Loan and upon
termination of the Tranche A Commitments or Tranche B Commitments, as
applicable; 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 Tranche A Availability Period or Tranche B Availability
Period,  as applicable), 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
2.03.    Amendments
to Article V of the Bridge Loan Agreement.


(a)           Section
5.06 of the Bridge Loan Agreement is amended by deleting such section and
replacing it with the following:


“Section 5.06. Use of Proceeds.  (a)
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.


(b)           The proceeds of the Tranche A Loans
made under this Agreement may be (x)(i) used to repay the amounts outstanding
under the Allocated Existing Credit Agreement Debt and/or (ii) used to repay
principal and accrued interest, premium (if any), consent fees and/or other
related fees, costs and expenses (including professional fees) payable on or
with respect to Allocated Existing Indenture Debt, which amounts (other than
amounts relating to Special Repayments and consent fees being paid in lieu of
repayment of Allocated Existing Indenture Debt) are payable upon the closing of
the tender offers commenced for the repurchase of Allocated Existing Indenture
Debt; and/or (y) deposited into the Special Repayment Account pursuant to
Section 2.04(a); and


(c)           The proceeds of the Tranche B Loans
may be used solely to fund the redemption of Capital Stock of the Initial
Borrower held by the Guarantor, the proceeds of which redemption are to be
applied to fund the Settlement Escrow Account.”


(b)           The following new sections are added
to the end of Article V:



 6
 









 


“Section 5.14   Settlement Notices.


(a)           Promptly following the effectiveness
of the Settlement Agreement, the Guarantor shall promptly notify the Administrative
Agent in writing of the same (which notice the Administrative Agent shall
promptly furnish to each Lender).


(b)           In the event the Settlement Unwind
Date occurs, the Guarantor shall, on such date, notify the Administrative Agent
in writing of such occurrence (which notice the Administrative Agent shall
promptly furnish to each Lender).”


Section
2.04.    Amendments
to Schedules and Exhibits.


(a)           Schedule
2.01 of the Bridge Loan Agreement is amended by deleting such schedule and
replacing with the schedule attached hereto as Schedule A.


(b)           Exhibit
A to the Bridge Loan Agreement shall be replaced with the exhibit set forth as
Annex B hereto.


(c)           The
document attached as Annex C hereto shall be added to the Bridge Loan Agreement
as Exhibit A-2.


(d)           Exhibit
B to the Bridge Loan Agreement shall be replaced with the document set forth as
Annex D hereto.


(e)           Exhibit
D to the Bridge Loan Agreement shall be replaced with the exhibit set forth as
Annex E hereto.


(f)            Exhibit
F to the Bridge Loan Agreement shall be replaced with the exhibit set forth as
Annex F hereto.


ARTICLE III

REPRESENTATIONS AND WARRANTIES


Section
3.01.    Representations
and Warranties.  


(a)           Each
Obligor represents and warrants to the Administrative Agent and each Lender
that this Amendment has been duly authorized, executed and delivered by each
Obligor and constitutes the legal, valid and binding obligation of such Obligor
enforceable against such Obligor in accordance with its terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors’ rights and remedies generally
and subject to general principles of equity, regardless of whether considered
in a proceeding in equity or at law.


(b)           Each
Obligor represents and warrants to the Administrative Agent and each Lender
that, as of the Amendment Effective Date, and after giving effect to this
Amendment, the representations and warranties set forth in Article III of the
Bridge Loan Agreement 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 are true and correct in all material respects
on and as of the Amendment Effective Date (as defined below) with the same effect
as though made on and as of such date, except to the extent such
representations and warranties expressly relate to an earlier date, in which
case such



 7
 









 


representations and warranties were true and correct in all material
respects on and as of such earlier date.


(c)           Each
Obligor represents and warrants to the Administrative Agent and each Lender
that, on and as of the Amendment Effective Date (as defined below), (i) the
Memorandum of Understanding is in full force and effect and (ii) the Guarantor
has not delivered or received any notice terminating the Memorandum of
Understanding.


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


ARTICLE IV

EFFECTIVENESS


Section
4.01.    Conditions
to Effectiveness.  This Amendment will become effective on and
as of the first date (the “Amendment
Effective Date”) on which all of the following conditions
precedent shall have been first satisfied (unless waived by the Required
Lenders, including each Lender whose Commitment is increased by this
Amendment):


(a)           The
Administrative Agent (or its counsel) shall have received each of the following,
each dated as of the Amendment Effective Date unless otherwise indicated or
agreed to by the Administrative Agent, in form and substance satisfactory to
the Administrative Agent:


(i)            this Amendment, duly executed and delivered by the
Borrower, each Guarantor, the Administrative Agent and each of the Required
Lenders (including each Lender whose Commitment is increased by this
Amendment);


(ii)           a Tranche A Note and a Tranche B Note executed by
the Initial Borrower in favor of any requesting Lender, it being understood
that any existing Note issued on the Effective Date shall be canceled
simultaneously upon delivery of the respective Tranche A Note and Tranche B
Note; and


(iii)          such other assurances, certificates and documents as
the Administrative Agent shall have reasonably requested reasonably in advance
of the scheduled Amendment Effective Date in connection with this Amendment.


(b)           There
shall have been paid to the Administrative Agent, for the account of the
Administrative Agent and the Lenders, as applicable, all fees due and payable
on or before the Amendment Effective Date, and all expenses due and payable on
or before the Amendment Effective Date.


(c)           As
of the Amendment Effective Date, and after giving effect to this Amendment, the
representations and warranties set forth in Section 3.01 of this Amendment are
true and correct in all material respects on and as of the Amendment Effective
Date with the same effect as though made on and as of such date, except to the
extent such representations and warranties expressly relate to an earlier date,
in which case such representations and warranties were true and correct in all
material respects on and as of such earlier date.



 8
 









 


(d)           As
of the Amendment Effective Date, and after giving effect to this Amendment, no
Default or Event of Default shall have occurred and be continuing.


Section
4.02.    References
to Agreement.  The Bridge Loan Agreement and this Amendment
shall be read, taken and construed as one and the same instrument from and
after the Amendment Effective Date.  Any
references in the Bridge Loan Agreement to “this Agreement”, “hereunder”, “herein”
or words of like import, and each reference in any other document executed in
connection with the Bridge Loan Agreement (including, without limitation, the
Notes), to “the Agreement”, “thereunder”, “therein” or words of like import,
shall, from and after the Amendment Effective Date, mean and be a reference to
the Bridge Loan Agreement as amended hereby.


Section
4.03.    Continued
Effectiveness; Ratification of Loan Documents.  The Bridge Loan Agreement and the other Loan
Documents, each as modified by this Amendment, are and shall continue to be in
full force and effect and are hereby ratified and confirmed in all respects.


ARTICLE V

MISCELLANEOUS


Section
5.01.    Execution
in Counterparts.  This Amendment may be executed in
counterparts (and by different parties hereto on different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract.  Delivery of an executed counterpart of a
signature page of this Amendment by facsimile or any electronic means that
reproduces an image of the actual executed signature page shall be effective as
delivery of a manually executed counterpart of this Amendment.


Section
5.02.    Fees,
Costs and Expenses.  The Borrower agrees to pay all reasonable out
of pocket expenses incurred by the Administrative Agent, including the
reasonable fees, charges and disbursements of counsel for the Administrative
Agent, in connection with the preparation, negotiation, execution, delivery and
administration of this Amendment and the other Loan Documents or any
amendments, modifications or waivers of the provisions hereof and thereof
(whether or not the transactions contemplated hereby or thereby shall be
consummated).


Section
5.03.    Loan
Document. 
This Amendment shall be deemed to be a Loan Document.


Section
5.04.    Binding
Effect. 
Upon the Amendment Effective Date, this Amendment shall be binding upon
and inure to the benefit of the Initial Borrower, the Guarantor, the Lenders
and the Administrative Agent and, in each case, their respective successors and
assigns.


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


[Remainder of page intentionally left blank]



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[Signature Page to Amendment No. 1 to 364-Day Senior
Bridge Loan Agreement

(Fire & Safety and Engineered Products)]


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


	
  

  	
  TYCO INTERNATIONAL GROUP S.A.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Michelangelo F. Stefani

  
	
   

  	
   

  	
  Name:

  	
  Michelangelo F. Stefani

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
					



 











 


	
  

  	
  TYCO INTERNATIONAL FINANCE S.A.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Michelangelo F. Stefani

  
	
   

  	
   

  	
  Name:

  	
  Michelangelo F. Stefani

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
					



 











 


	
  

  	
  TYCO INTERNATIONAL LTD.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Christopher J. Coughlin

  
	
   

  	
   

  	
  Name:

  	
  Christopher J. Coughlin

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
					



  









	
  

  	
  CITIBANK, N.A., as a Lender and as Administrative
  Agent

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Kevin A. Ege

  
	
   

  	
   

  	
  Name:

  	
  Kevin A. Ege

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



    









	
  

  	
  BANK OF AMERICA, N.A.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ John Pocalyko

  
	
   

  	
   

  	
  Name:  

  	
  John Pocalyko

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  
					



   









	
  

  	
  DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Frederick W. Laird

  
	
   

  	
   

  	
  Name:

  	
  Frederick W. Laird

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Ming K. Chu

  
	
   

  	
   

  	
  Name:

  	
  Ming K. Chu

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



    















 


	
  

  	
  UBS LOAN FINANCE LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Irja R. Otsa

  
	
   

  	
   

  	
  Name: 

  	
  Irja R. Otsa

  
	
   

  	
   

  	
  Title:

  	
  Associate Director Banking Products

  
	
   

  	
   

  	
   

  	
  Services US

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Richard L. Tavrow

  
	
   

  	
   

  	
  Name: 

  	
  Richard L. Tavrow

  
	
   

  	
   

  	
  Title:

  	
  Director Banking Products

  
	
   

  	
   

  	
   

  	
  Services, US

  



 











 


	
  

  	
  GOLDMAN SACHS CREDIT PARTNERS L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Walter A. Jackson

  
	
   

  	
   

  	
  Name:

  	
  Walter A. Jackson

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  












 


	
  

  	
  MORGAN STANLEY SENIOR FUNDING, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Daniel Twenge

  
	
   

  	
   

  	
  Name:

  	
  Daniel Twenge

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  












 


	
  

  	
  BARCLAYS BANK PLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Nicholas A. Bell

  
	
   

  	
   

  	
  Name:

  	
  Nicholas A. Bell

  
	
   

  	
   

  	
  Title:

  	
  Director

  












 


	
  

  	
  BNP PARIBAS

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Rick Pace

  
	
   

  	
   

  	
  Name:

  	
  Rick Pace

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Berangere Allen

  
	
   

  	
   

  	
  Name:

  	
  Berangere Allen

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  












 


	
  

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Anthony W. White

  
	
   

  	
   

  	
  Name:

  	
  Anthony W. White

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  












 


	
  

  	
  LEHMAN BROTHERS BANK, FSB

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Janine M. Shugan

  
	
   

  	
   

  	
  Name:

  	
  Janine M. Shugan

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 
















Annex I


 


Definitions


“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 the Guarantor and its Subsidiaries as of
the end of the most recently completed fiscal quarter of the Guarantor prior to
such date of determination determined on a consolidated basis in accordance
with GAAP.


“Administrative Agent”
means Citibank, N.A., 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.


“Allocated Existing
Credit Agreement Debt” means the portion of the Debt under the Existing
Tyco Credit Agreements to be allocated to the T Borrower in connection with the
Separation Transactions, and which may be repaid with the proceeds of the Tranche
A Loans.


“Allocated Existing
Indenture Debt” means the portion of the Existing Indenture Debt to be
allocated to the T Borrower in connection with the Separation Transactions, and
which may be repaid with the proceeds of the Tranche A Loans.


“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.


“Applicable Margin”
means, with respect to any Eurodollar Loan, either (i) at any time during which
less than 50% of the aggregate Commitments are being utilized, the rate per
annum set forth on the Pricing Grid opposite the reference to the applicable
Index Debt Rating under the heading “Applicable Margin” and under the
sub-heading “Less than 50% of the Commitments Utilized”, or (ii) at any time
during which 50% or more of the then applicable aggregate Commitments are being
utilized, the rate per annum set forth on the Pricing Grid opposite the
reference to the applicable Index Debt Rating under the heading “Applicable
Margin” and under the sub-heading “50% or More of the Commitments Utilized”;
any change in the Applicable Margin resulting from an Index Debt Rating Change
or an aggregate Commitment utilization change shall be determined in accordance
with Schedule 1.01 and shall be effective on the date of such Index Debt Rating
Change or utilization change, as the case may be.


“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 Commitment; provided that if (a) the Tranche A Commitments have
terminated or expired, the Applicable Percentages shall be determined based
upon the outstanding principal amounts of the Tranche A Loans made by the
respective Lenders and (b) if the Tranche B Commitments have terminated or
expired, the Applicable Percentages shall be determined based upon the
outstanding principal amount of the Tranche B 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.



 2
 









“Base Rate” means
the rate of interest per annum publicly announced from time to time by
Citibank, N.A. 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” means,
until the Borrower Transition Time, the Initial Borrower, and from and after
the Borrower Transition Time, the T Borrower.


“Borrower Assumption
Agreement” means an assignment and assumption agreement entered into
between the Initial Borrower and the T Borrower substantially in the form of
Exhibit D.


“Borrower Assumption
Opinions” means a written opinion (addressed to the Administrative Agent
and the Lenders and dated the date of the Borrower Assumption Agreement) of (i)
Allen & Overy, special Luxembourg counsel of the T Borrower, substantially
in the form attached as Exhibit H-1 and (ii) Gibson, Dunn & Crutcher LLP,
special New York counsel of the T Borrower, substantially in the form attached
as Exhibit H-2, in each case with such changes to such forms as may be approved
by the Administrative Agent.


“Borrower Transition
Time” means the time of the consummation of the TIGSA Separation (provided
that the conditions set forth in Section 5.08(b) shall have been satisfied).


“Borrowing” means
Loans of the same Tranche, 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.


“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 



 3
 









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.


“Closing Date”
means the date of this Agreement.


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


“Commitment”
means, with respect to each Lender, such Lender’s Tranche A Commitment and
Tranche B Commitment, collectively.


“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 the Guarantor 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 



 4
 









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; provided
that in calculating Consolidated EBITDA the effect of the Cross Guarantees
shall be disregarded.  If during such
period the Guarantor 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 the Guarantor 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.


“Consolidated Net
Income” means, for any fiscal period, the Consolidated net income of the
Guarantor for such period.  For purposes
of calculating Consolidated Net Income (and Consolidated EBITDA) for any period
with respect to which Consolidated financial statements reflecting the
businesses spun off in the Separation Transactions as discontinued operations
and assets/liabilities held for sale, as applicable, have not yet been filed
with the SEC, Consolidated Net Income (and Consolidated EBITDA) shall be
determined based on the Separation Pro Formas as described in Section
3.04(a)(ii) and any pro forma
financial statements for subsequent periods as described in the proviso of
Section 5.01(b).


“Consolidated Tangible
Assets” means, at any time, the total assets less all Intangible Assets
appearing on the Consolidated balance sheet of the Guarantor as of the end of
the most recently concluded fiscal quarter of the Guarantor.


“Consolidated Total
Debt” means, as of any date of determination, the aggregate amount of Debt
of the Guarantor 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 the Guarantor; provided, further
that prior to the Spin Distributions, Consolidated Total Debt shall only
include Debt that would be reflected in the Separation Pro Formas as described
in Section 3.04(a)(ii) and any pro forma
financial statements for subsequent periods as described in the proviso of
Section 5.01(b); provided 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 



 5
 









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 the Guarantor 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; and provided,
further, that Consolidated Total Debt shall not include Cross
Guarantees.


“Credit Agreement”
means the Five-Year Senior Credit Agreement (Fire & Safety and Engineered
Products Businesses) dated as of the date of this Agreement among the T
Borrower, the Guarantor, the lenders party thereto, and Citibank, N.A., as
Administrative Agent.


“Credit Agreement
(Electronics)” means the Five-Year Senior Credit Agreement (Electronics
Businesses) dated as of the date of this Agreement among the E Borrower, the
Guarantor, the E Guarantor, the lenders party thereto, and Bank of America,
N.A., as Administrative Agent.


“Credit Agreement
(Healthcare)” means the Five-Year Senior Credit Agreement (Healthcare
Businesses) dated as of the date of this Agreement among the H Borrower, the Guarantor,
the H Guarantor, the lenders party thereto, and Citibank, N.A., as
Administrative Agent.


“Credit Exposure”
means, with respect to any Lender at any time, such Lender’s Tranche A Credit
Exposure and Tranche B Credit Exposure, collectively, at such time.


“Cross Guarantees”
means the Guarantees by the Guarantor or its Subsidiaries of obligations of the
H Borrower or the E Borrower or their respective subsidiaries that are listed
on Schedule 5.09, to the extent that the direct obligor with respect to the
obligations covered by such Guarantee guarantees or is otherwise obligated to
the payments of such guaranteed obligations for the benefit of the Guarantor or
such Subsidiary.


“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 



 6
 









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 the Guarantor or any Subsidiary); provided that the term “Debt”
shall not include:


(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.


“Designated Officer”
means the chief executive officer, president, chief financial officer or
treasurer of Tyco International Management Company.


“dollars” or “$”
refers to lawful money of the United States of America.


“E Borrower” means
Tyco Electronics Group S.A., a Luxembourg company.


“E Guarantor”
means Tyco Electronics Ltd., a Bermuda company.


“Effective Date”
means the date on which the conditions specified in Section 4.01, and the
conditions specified in Section 4.02 with respect to the initial Loans to be
made under this Agreement,  are satisfied
or waived.



 7
 









“Electronics Spin
Distribution” has the meaning set forth in the definition of “Separation
Transactions”.


“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 the 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, 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 the 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 the
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 the
Guarantor or any ERISA Affiliate of any notice, or the receipt by any
Multiemployer Plan from the 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 



 8
 









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 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 either Obligor with respect to such withholding tax
pursuant to Section 9.05(a).


“Existing Indenture
Covered Default” means any default or event of default under any of the
indentures or notes evidencing the Existing Indenture Debt (i) that results
solely from the Separation Transactions and (ii) for which the Tranche A
Commitments would be available (and at the time continue to be available) under
this Agreement or similar commitments would be available (and at the time
continue to be available) under the Other Bridge Loan Agreements to pay in full
(a) such Existing Indenture Debt if such Existing Indenture Debt were
accelerated as a result 



 9
 









of such default and (b)
any other Existing Indenture Debt which could be accelerated as a result of
such default.


“Existing Indenture
Debt” means the Debt of the Initial Borrower, the Guarantor and
Subsidiaries of the Initial Borrower, which Debt is outstanding on the date of
this Agreement and is more particularly described on Schedule A, which, among
other things, sets forth the aggregate amount of each series or tranche of such
Debt.


“Existing Tyco Credit
Agreements” means each of (i) the $1,500,000,000 Three-Year Credit
Agreement dated as of December 22, 2003, as amended, among the Initial
Borrower, the T Guarantor, Bank of America, N.A., as paying agent, and the
other lenders party thereto, and (ii) the $1,000,000,000 Five-Year Credit
Agreement dated as of December 16, 2004, as amended, among the Initial
Borrower, the T Guarantor, Bank of America, N.A., as paying agent, and the
other lenders party thereto.


“Facility Fee” has
the meaning assigned to such term in Section 2.10(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 Initial
Borrower (or, on and after assignment of such letter in connection with the
TIGSA Separation, the T Borrower) and the Administrative Agent and (ii) the
letter dated December 20, 2006 between the Initial Borrower (or, on and after
assignment of such letter in connection with the TIGSA Separation, the T
Borrower) and the Global Coordinators.


“Fitch” means
Fitch Investor’s Service, Inc.


“Fitch Rating”
means, at any time, the rating published by Fitch of the Borrower’s Index Debt.


“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.



 10















 


“Form-10s” means
(i) the Form 10 filed by the H Guarantor with the SEC on January 18, 2007, as
amended by the amendment thereto filed with the SEC on April 20, 2007 and (ii)
the Form 10 filed by the E Guarantor with the SEC on January 18, 2007, as
amended by the amendment thereto filed with the SEC on April 20, 2007.


“Funded Debt”
means any Debt described in clause (a) or (b) of the definition of Debt (for
the avoidance of doubt not including items carved out of the definition of Debt
pursuant to the proviso to such definition).


“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 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” has
the meaning set forth in the preamble hereto.



 11
 









 


“H Borrower” means
Covidien International Finance S.A., a Luxembourg company.


“H Guarantor”
means Covidien Ltd., a Bermuda company.


“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.


“Healthcare Spin
Distribution” has the meaning set forth in the definition of “Separation
Transactions”.


“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 Guarantor 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 Borrower”
has the meaning set forth in the preamble hereto.


“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 the
Guarantor prepared on a Consolidated basis as of such date.


“Intercompany Debt”
means (i) indebtedness of the Guarantor owed to a Subsidiary and (ii)
indebtedness of a Subsidiary owed to the 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.



 12
 









 


“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)        with respect to Tranche A Loans, the
Borrower may not select any Interest Period that may end after the Tranche A
Maturity Date and with respect to Tranche B Loans, the Borrower may not select
an Interest Period that may end after the Tranche B Maturity Date.


(i)    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.


(ii)           “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.



 13
 









 


“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 Borrower Assumption Agreement,
the Fee Letters and each Subsidiary Guaranty (if any).


“Loans” means
Tranche A Loans and Tranche B Loans.


“Material Adverse
Effect” means a material adverse effect on (a) the Consolidated financial
condition, business or operations of the Guarantor 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.


“Material Debt”
means Debt (other than Loans or other Debt under this Agreement) of any one or
more of the Guarantor and its Subsidiaries in an aggregate principal amount
exceeding $50,000,000.



 14
 









 


“Memorandum of
Understanding” means the Memorandum of Understanding dated May 14, 2007
entered into by Tyco International Ltd., Michael A. Ashcroft, Mark A. Belnick
and plaintiffs’ counsel in connection with the settlement of 32 purported class
action lawsuits filed against Tyco International Ltd. which had been
consolidated and transferred by the Judicial Panel on Multidistrict Litigation
to the U.S. District Court for the District of New Hampshire pursuant to which
the plaintiffs in such lawsuits (the “Settlement Plaintiffs”) have agreed to
release all claims against Tyco International Ltd. in consideration for, among
other things, the payment of the Settlement Amount.


“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.


“Multiemployer Plan”
means a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


“Net Cash Proceeds”
means, with respect to any Reduction Event, (a) the cash proceeds received in
respect thereof (including any cash received in respect of any non-cash
proceeds, but only when and as received), in each case net of (b) the sum of
(i) all reasonable fees and out-of-pocket expenses paid or payable by the
Guarantor and its Subsidiaries to third parties (other than Affiliates) in
connection with such Reduction Event, and (ii) the amount of all taxes paid (or
reasonably estimated to be payable) by the Guarantor and its Subsidiaries that
are directly attributable to such Reduction Event (as determined reasonably and
in good faith by the Guarantor); provided that with respect to any
Reduction Event under clause (b) of the definition of “Reduction Event”
occurring as a result of the incurrence of Funded Debt by the Guarantor prior
to the consummation of the Healthcare Spin Distribution or the Electronics Spin
Distribution, whichever is earlier, or the Initial Borrower prior to the
consummation of the TIGSA Separation, the “Net Cash Proceeds” thereof shall be
deemed to be an amount equal to the net amount described above multiplied by a
fraction, the numerator of which is the aggregate 



 15
 









 


Commitments hereunder
(whether used or unused) and the denominator of which is the sum of the
aggregate Commitments hereunder (whether used or unused) and the aggregate “Commitments”
under each of the Other Bridge Loan Agreements (whether used or unused).


“Nonrecourse Debt”
means, at any time, all Debt of Subsidiaries (and all other Persons which are
consolidated on the Guarantor’s financial statements in accordance with GAAP
(such Subsidiaries or other Persons a “Consolidated Person”)) of the
Guarantor 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 the
Guarantor or such other Consolidated Person of the Guarantor) 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 a
Tranche A Note or a Tranche B Note.


“Obligors” means
the Borrower and the Guarantor.


“Other Bridge Loan
Agreements” means (a) the 364-Day Senior Bridge Loan Agreement (Electronics
Businesses) dated as of the date of this Agreement among the Initial Borrower,
the E Borrower, the Guarantor, the E Guarantor, the lenders party thereto, and
Bank of America, N.A., as Administrative Agent and (b) the 364-Day Senior
Bridge Loan Agreement (Healthcare Businesses) dated as of the date of this
Agreement among the Initial Borrower, the H Borrower, the Guarantor, the H
Guarantor, the lenders party thereto, and Citibank, N.A., as Administrative
Agent.


“Other Credit
Agreements” means the Credit Agreement (Electronics) and the Credit
Agreement (Healthcare).


“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.


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



 16
 









 


“PBGC” means the
Pension Benefit Guaranty Corporation referred to and defined in ERISA and any
successor entity performing similar functions.


“Permitted Acquired
Debt” means Debt of a Person that exists at the time such Person becomes a
Subsidiary or at the time the Guarantor or a Subsidiary acquires all or
substantially all of the assets of such Person if such Debt is assumed by the
Guarantor or such Subsidiary and was not created in contemplation of any such
event (“Acquired Debt”) and any Refinancing thereof; provided if
such Acquired Debt is Refinanced, it shall constitute Permitted Acquired Debt
only if the Borrower is the obligor thereunder.


“Permitted Investments”
means, as to any Person:


(i)            securities issued or directly and fully guaranteed or
insured by the United States or any agency or instrumentality thereof (provided
that the full faith and credit of the United States is pledged in support
thereof) and direct obligations of any member of the European Union or any
agency thereof or obligations guaranteed by any member of the European Union or
any agency thereof, in each case, having maturities of not more than six months
from the date of acquisition;


(ii)           marketable direct obligations issued by any state of the
United States or any political subdivision or public instrumentality of such
state, in each case having maturities of not more than six months from the date
of acquisition and, at the time of acquisition thereof, having one of the two
highest ratings obtainable from either S&P or Moody’s;


(iii)          time deposit accounts, certificates of deposit and money
market deposits maturing within 180 days of the date of acquisition thereof
issued by a bank or trust company that is organized under the laws of the
United States, any state thereof or any foreign country recognized by the
United States having capital, surplus and undivided profits having a dollar
equivalent that is in excess of $500,000,000 and whose long-term debt, or whose
parent company’s long-term debt, is rated A (or such similar equivalent rating
or higher by at least one nationally recognized statistical rating organization
(as defined in Rule 436 under the Securities Act of 1933, as amended);


(iv)          repurchase obligations with a term of not more than seven
days for underlying securities of the types described in clause (i) above
entered into with any bank meeting the qualifications specified in clause (iii)
above;


(v)           commercial paper issued by a corporation (other than the
Borrower or any Affiliate of the Borrower) organized and in existence under the
laws of the United States or any foreign country recognized by the United
States with a rating at the time as of 



 17
 









 


which any investment therein is
made of at least A-1 by S&P or at least P-1 by Moody’s and in each case
maturing not more than six months after the date of acquisition by such Person;
and


(vi)          investments in money market funds substantially all of
whose assets are comprised of securities of the types described in clauses (i)
through (v) above.


“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 the Guarantor
and/or any of its Subsidiaries, and financing secured by the assets so sold,
pursuant to which the Guarantor and its Subsidiaries realize aggregate net
proceeds of not more than $1,000,000,000 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 $1,000,000,000.


“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 the 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.


“Reduction Event”
means any of the following:


(a)   except as issued pursuant to the Separation
Transactions, any issuance by the Guarantor, the Borrower or any T Subsidiary
on or after the date of this Agreement of any equity securities (including
equity-linked or hybrid securities); or



 18
 









 


(b)   any incurrence by the Guarantor, the Borrower
or any T Subsidiary on or after the date of this Agreement of any Funded Debt,
including without limitation pursuant to a public offering, private placement
or a syndicated bank financing, except


(A)  Debt incurred under this
Agreement and the Other Bridge Loan Agreements or assigned to the T Borrower
pursuant to the Separation Transactions;


(B)   so long as the proceeds of
any of the following are not used to Refinance or repay any portion of the Allocated
Existing Indenture Debt, Debt incurred under (x) the Credit Agreement at any
time and (y) the Other Credit Agreements, if (in the case of this clause (y))
such incurrence occurs before the consummation of the Spin Distributions
(provided that the Credit Agreement (Electronics) shall cease to be considered
in this clause (B)(y) after the Electronics Spin Distribution and the Credit
Agreement (Healthcare) shall cease to be considered in this clause (B)(y) after
the Healthcare Spin Distribution), or Refinancings of any of the foregoing;


(C)   Debt incurred in the
ordinary course of business under bilateral lines of credit available to the
Guarantor, the Borrower or any T Subsidiary on the Effective Date, or
Refinancings thereof, or otherwise incurred in the ordinary course of business;


(D)  commercial paper issued in
the ordinary course of business;


(E)   Debt, in the case of this
clause (E) up to an aggregate principal amount of $200,000,000, incurred to
finance acquisitions by the T Guarantor, the T Borrower or any T Subsidiary of
all or substantially all the assets of a Person, a division or line of business
of a Person, or the capital stock, partnership interests or limited liability
company interests of a Person, or Refinancings of any of the foregoing, so long
as (x) such Refinancing does not result in the amount of Debt described in this
clause (E) exceeding an aggregate principal amount of $200,000,000 (plus an
additional amount to cover any accrued interest on the Debt being Refinanced
and any prepayment penalties or premiums and customary fees and expenses
incurred in connection with such Refinancing) and (y) the Borrower is the
obligor under such Refinanced Debt; and


(F)   Refinancings of other Debt
outstanding on the Effective Date (other than Refinancings of any portion of
the Allocated Existing Indenture Debt, including issuances of Funded Debt for
which the proceeds are held for the purpose of Refinancing Allocated Existing
Indenture Debt).



 19















 


“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.


“Release Request”
has the meaning assigned to such term in Section 2.04(b).


“Reportable Action”
means any action, suit or proceeding or investigation before any court,
arbitrator or other governmental body against the Guarantor or any of its
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.


“Repurchase Documentation”
means the offering circulars for the tender offers and consent solicitations
circulars commenced prior to the Effective Date for the repurchase of Allocated
Existing Indenture Debt and, to the extent not so repurchased, the modification
of the documentation evidencing Allocated Existing Indenture Debt.


“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; provided, however, (a) with respect to matters affecting only the Tranche
A Loans or the Tranche A Commitments (and not the Tranche B Loans or the
Tranche B Commitments), “Required Lenders” means Lenders (not including the
Borrower or any of its Affiliates) having in excess of 50% of the aggregate
amount of the Tranche A Commitments or, if the Tranche A Commitments have
terminated or expired, Lenders (not including the Borrower or any of its
Affiliates) holding in excess of 50% of the aggregate unpaid principal amount
of the Tranche A Loans and (b) with respect to matters affecting only the
Tranche B Loans or the Tranche B Commitments (and not the Tranche A Loans or
the Tranche A Commitments), “Required Lenders” means Lenders (not including the
Borrower or any of its Affiliates) having in excess of 50% of the aggregate
amount of the Tranche B Commitments or, if the Tranche B Commitments have
terminated or expired, Lenders (not including the Borrower or any of its
Affiliates) holding in excess of 50% of the aggregate unpaid principal amount
of the Tranche B Loans.



 20
 









 


“Responsible Officer”
means any of the following:  (i) the
Chief Executive Officer, President, Vice President and Chief Financial Officer,
Treasurer or Secretary of the Guarantor or (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.


“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.


“SEC” means the
Securities and Exchange Commission, or any Governmental Authority succeeding to
any of its principal functions.


“Separation Pro Formas”
has the meaning assigned to such term in Section 3.04(a).


“Separation
Transactions” means the series of transactions pursuant to which the
assets, liabilities and businesses owned, directly or indirectly, by the
Guarantor and the Initial Borrower are being allocated among the T Guarantor
and its Subsidiaries (including the T Borrower), the E Guarantor and its
Subsidiaries (including the E Borrower) and the H Guarantor and its
Subsidiaries (including the H Borrower). 
The steps of the Separation Transactions will include, among others, (i)
the contribution of the assets, liabilities and businesses of the Initial
Borrower to the H Borrower (in the case of the healthcare businesses of the
Initial Borrower and assets and liabilities relating thereto), the E Borrower
(in the case of the electronics businesses of the Initial Borrower and assets
and liabilities relating thereto) and the T Borrower (in the case of the fire
& security and engineered products businesses of the Initial Borrower and
assets and liabilities relating thereto) (such transactions, the “TIGSA
Separation”), and the liquidation of the Initial Borrower and liquidating
distribution in connection therewith of the shares of the H Guarantor, the E
Guarantor and the T Borrower to the Guarantor; and (ii) after the TIGSA
Separation, the distributions by the Guarantor to its shareholders of the
shares of (x) the H Guarantor (the “Healthcare Spin Distribution”) and
the E Guarantor (the “Electronics Spin Distribution”; and together with
the Healthcare Spin Distribution, the “Spin Distributions”), with the
Guarantor to remain the direct parent of the T Borrower.


“Settlement Agreement”
means the definitive settlement agreement setting forth the terms of the
Memorandum of Understanding.


“Settlement Amount”
means $2,975,000,000.



 21
 









 


“Settlement Escrow
Account” means the escrow account established pursuant to the Memorandum of
Understanding to hold the Settlement Amount together with interest thereon.


“Settlement Plaintiffs”
has the meaning assigned to such term in the definition of “Memorandum of
Understanding”.


“Settlement Unwind
Date” means the date on which the Settlement Amount is returned to the
Guarantor as a result of the Settlement Agreement and/or the Memorandum of
Understanding becoming null and void or otherwise terminated prior to the
disbursement of funds to the Settlement Plaintiffs.


“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 the Guarantor
(after intercompany eliminations) exceeds 15% of the total assets of the
Guarantor, determined on a Consolidated basis as of the end of the most
recently completed fiscal year; or


(ii)         the Guarantor’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 the Guarantor 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.


(iii)  For the avoidance of doubt, the
Borrower shall at all times be deemed a “Significant Subsidiary”.


“SPC” has the
meaning assigned to such term in Section 10.04(g).


“Special Repayment”
means a redemption or other repayment of Allocated Existing Indenture Debt
other than pursuant to the closing of a tender offer.


“Special Repayment
Account” means the following account maintained by Citibank, N.A.:  Account#: 
3066-0886, ABA#:  021000089, Name:
Citibank, N.A. f/b/o Tyco International Finance S.A..


“Spin Distributions”
has the meaning set forth in the definition of “Separation Transactions”.



 22
 









 


“Spin-off Agreements”
means (a) the Separation and Distribution Agreement to be entered into among
the T Guarantor, the H Guarantor and the E Guarantor and (b) the Tax Sharing
Agreement to be entered into among the T Guarantor, the H Guarantor and the E
Guarantor, of which final forms shall be publicly filed with the SEC.


“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 the Guarantor.


“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 E, 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.


“T Borrower” has
the meaning set forth in the preamble hereto.


“T Guarantor”
means the Guarantor.


“T SARL” means
Topaz Group S.á r.l., a Luxembourg company.


“T Subsidiary”
means, until the Borrower Transition Time, T SARL and any Subsidiary that is a
subsidiary of T SARL, and from and after the Borrower Transition Time, any
subsidiary of the T Borrower.


“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.



 23
 









 


“TIGSA Separation”
has the meaning set forth in the definition of “Separation Transactions”.


“Tranche”, when
used in reference to any Loan or Borrowing, refers to whether such Loan is a
Tranche A Loan or a Tranche B Loan or whether such Borrowing is a Borrowing of
Tranche A Loans or Tranche B Loans, as the case may be.


“Tranche A
Availability Period” means the period from and including the Effective Date
to but excluding the earliest of (a) the Tranche A Maturity Date, (b) the date
of the Healthcare Spin Distribution or the Electronics Spin Distribution,
whichever is later; provided, however, that if upon consummation of the Spin
Distributions, there remain unused Commitments hereunder, then such date shall
automatically be extended to October 1, 2007; and (c) the date of any earlier
termination of the Tranche A Commitments.


“Tranche A Commitment”
means, with respect to each Lender, the commitment of such Lender to make
Tranche A Loans hereunder, expressed as an amount representing the maximum
aggregate amount of such Lender’s Tranche A Credit Exposure hereunder, as such
Tranche A 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 initial amount of each Lender’s Tranche A Commitment is set forth on
Schedule 2.01, or in the Assignment and Assumption pursuant to which such
Lender shall have assumed its Tranche A Commitment, as applicable.  The initial aggregate amount of the Lenders’
Tranche A Commitments is $4,000,000,000.


“Tranche A Credit
Exposure” means, with respect to any Lender at any time, the outstanding
principal amount of such Lender’s Tranche A Loans at such time.


“Tranche A Loans”
means loans made by the Lenders to the Borrower pursuant to this Agreement for
the purposes described in Section 5.06(b).


“Tranche A Maturity
Date” means the earliest to occur of (i) April 23, 2008, (ii) the date of
any voluntary termination or reduction of commitments under (x) the Credit
Agreement or (y) any of the Other Credit Agreements, if (in the case of this
clause (y)) such date is prior to the Guarantor Transition Time (provided that
the Credit Agreement (Electronics) shall cease to be considered in this clause
(ii)(y) after the Electronics Spin Distribution and the Credit Agreement
(Healthcare) shall cease to be considered in this clause (ii)(y) after the
Healthcare Spin Distribution), or (iii) the date of any voluntary prepayment of
any non-revolving Debt of the Guarantor or any Subsidiary 



 24
 









 


(other than the Existing
Indenture Debt) in an aggregate outstanding principal amount exceeding
$100,000,000; provided that if such day is not a Business Day, the Tranche A
Maturity Date shall be the next succeeding Business Day (excluding any day on
which banks are not open for dealings in dollar deposits in the London
interbank market); and provided  further
that any transaction solely among the Guarantor and its Subsidiaries or solely
among Subsidiaries shall be disregarded for purposes of clause (iii) above.


“Tranche A Note”
means a promissory note substantially in the form of Exhibit A-1 made by the
Borrower in favor of a Lender evidencing Tranche A Loans made by such Lender,
to the extent requested by such Lender pursuant to Section 2.08(e).


“Tranche B
Availability Period” means the period from and including the Effective Date
to but excluding the earliest of (a) June 15, 2007; (b) the Settlement Unwind
Date and (c) the date of any earlier termination of the Tranche B Commitments.


“Tranche B Commitment”
means, with respect to each Lender, the commitment of such Lender to make
Tranche B Loans hereunder, expressed as an amount representing the maximum
aggregate amount of such Lender’s Tranche B Credit Exposure hereunder, as such
Tranche B 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 initial amount of each Lender’s Tranche B Commitment is set forth on
Schedule 2.01, or in the Assignment and Assumption pursuant to which such
Lender shall have assumed its Tranche B Commitment, as applicable.  The initial aggregate amount of the Lenders’
Tranche B Commitments is $675,000,000.


“Tranche B Credit
Exposure” means, with respect to any Lender at any time, the outstanding
principal amount of such Lender’s Tranche B Loans at such time.


“Tranche B Loans”
means loans made by the Lenders to the Borrower pursuant to this Agreement for
the purpose described in Section 5.06(c).


“Tranche B Maturity
Date” means the earliest to occur of (i) December 31, 2007, (ii) three
Business Days following the Settlement Unwind Date, (iii) the date of any
voluntary termination or reduction of commitments under (x) the Credit
Agreement or (y) any of the Other Credit Agreements, if (in the case of this
clause (y) such date is prior to the consummation of the Spin Distributions
(provided that the Credit Agreement (Electronics) shall cease to be considered
in this clause (iii)(y) after the Electronics Spin Distribution and the Credit
Agreement (Healthcare) shall 



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cease to be considered in
this clause (iii)(y) after the Healthcare Spin Distribution), or (iv) the date
of any voluntary prepayment of any non-revolving Debt of the Guarantor or any
Subsidiary (other than the Existing Indenture Debt) in an aggregate outstanding
principal amount exceeding $100,000,000; provided that if such day is not a Business
Day, the Tranche B Maturity Date shall be the next succeeding Business Day
(excluding any day on which banks are not open for dealings in dollar deposits
in the London interbank market); and provided further that any transaction
solely among the Guarantor and its Subsidiaries or solely among Subsidiaries
shall be disregarded for purposes of clause (iv) above.


“Tranche B Note”
means a promissory note substantially in the form of Exhibit A-2 made by the
Borrower in favor of a Lender evidencing Tranche B Loans made by such Lender,
to the extent requested by such Lender pursuant to Section 2.08(e).


“Topaz Registration
Statement” has the meaning set forth in Section 3.04(a).


“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.


“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 the
Guarantor.


“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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