Exhibit 10.2


Conformed Copy


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


(HEALTHCARE
BUSINESSES)


AMENDMENT NO. 1 TO 364-DAY SENIOR BRIDGE LOAN AGREEMENT (Healthcare 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 “Initial
Guarantor”), COVIDIEN INTERNATIONAL FINANCE S.A., a Luxembourg
company (the “H Borrower”), COVIDIEN LTD.,
a Bermuda company (the “H Guarantor”),
each Person executing this Amendment as a Lender, and CITIBANK, N.A., as
Administrative Agent.


PRELIMINARY STATEMENTS


(1)           The Initial Borrower, the Initial
Guarantor, the H Borrower, the H Guarantor, 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 Initial
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 Initial Guarantor during the period from December 1999 to
June 2002.  Under the terms of the Memorandum
of Understanding, the Initial 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 Initial
Guarantor, the H Borrower, the H Guarantor, 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 Initial 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 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;


(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 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.”


(c)           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




 3
 









 


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.”


(d)           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.”


(e)           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.


(f)            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).”


(g)           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.”


(h)           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 



 4
 









 


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.”


(i)            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 (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


(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 Initial 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:


“Section 5.13 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).



 5
 









 


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



 6
 









 


(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 Initial
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.


(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.



 7
 









 


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 (Healthcare)]


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

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Michelangelo F. Stefani

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  












 


	
  

  	
  COVIDIEN 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

  












 


	
  

  	
  COVIDIEN LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ John H. Masterson

  
	
   

  	
   

  	
  Name

  	
  John H. Masterson

  
	
   

  	
   

  	
  Title:

  	
  SVP & General Counsel

  












 


	
  

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Kevin A. Ege

  
	
   

  	
   

  	
  Name:

  	
  Kevin A. Ege

  
	
   

  	
   

  	
  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/ Mary E. Evans

  
	
   

  	
   

  	
  Name:

  	
  Mary E. Evans

  
	
   

  	
   

  	
  Title:

  	
  Associate Director Banking Products

  
	
   

  	
   

  	
   

  	
  Services US

  



 











 


	
  

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ Richard C. Hardison

  
	
   

  	
   

  	
  Name:

  	
  Richard C. Hardison

  
	
   

  	
   

  	
  Title:

  	
  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

  



 















 


	
  

  	
  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 H 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 H 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.


“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.



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“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 H Borrower.


“Borrower Assumption
Agreement” means an assignment and assumption agreement entered into
between the Initial Borrower and the H 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 H Borrower, substantially
in the form attached as Exhibit H-1 and (ii) Gibson, Dunn & Crutcher LLP,
special New York counsel of the H 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 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.



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“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 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



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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
(or portion thereof) ending on or prior to the Healthcare Spin Distribution,
Consolidated Net Income (and Consolidated EBITDA) shall be determined based on
the combined financial statements as described in Section 3.04(a)(ii) and
Section 5.01(b)(ii).


“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 Healthcare Spin Distribution, Consolidated Total Debt shall
only include Debt that would be reflected on the combined balance sheet as
described in Section 3.04(a)(ii) and Section 5.01(b)(ii); 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 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.



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


“Credit Agreement
(Topaz)” 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 Initial 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
T 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 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



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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 Healthcare Group LP.


“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.


“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



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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 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”).



 8
 









 


“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 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 Initial 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



 9
 









 


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 H 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 H
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.


“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.



 10















 


“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” means,
until the Guarantor Transition Time, the Initial Guarantor, and from and after
the Guarantor Transition Time, the H Guarantor.


“Guarantor Assumption
Agreement” means an assignment and assumption agreement entered into
between the Initial Guarantor and the H Guarantor substantially in the form of
Exhibit G.


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



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“Guarantor Transition
Time” means the time of the consummation of the Healthcare Spin
Distribution (provided that the conditions set forth in Section 5.08(c)
shall have been satisfied).


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


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


“H SARL” means
Tyco Group S.á r.l., a Luxembourg company.


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


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


“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.



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“Initial Guarantor”
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.


“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



 13
 









 


(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.


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


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



 14
 









 


“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.


“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.



 15
 









 


“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 Initial Guarantor
prior to the consummation of the Healthcare Spin Distribution 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 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 Initial 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 (Fire & Safety and Engineered Products
Businesses) dated as of 



 16
 









the date of this
Agreement among the Initial Borrower, the T Borrower, the Initial Guarantor,
the lenders party thereto, and Citibank, N.A., as Administrative Agent.


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


“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.


“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
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 $250,000,000, including, without limitation, any revolving
purchase(s) of such assets where the maximum aggregate uncollected purchase
price (exclusive of any deferred purchase price) therefor does not exceed
$250,000,000.


“Person” means any
natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other entity.


“Plan” means any
employee pension benefit plan (other than a Multiemployer Plan) subject to the
provisions of Title IV of ERISA or Section 412 of the Code or Section 302 of
ERISA, and in respect of which the Borrower or any ERISA Affiliate is (or, if
such plan were terminated, would under Section 4069 of ERISA be deemed to be)
an “employer” as defined in Section 3(5) of ERISA.



 17















 


“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 H Subsidiary
on or after the date of this Agreement of any equity securities (including
equity-linked or hybrid securities); or


(b)   any incurrence by the Guarantor, the Borrower
or any H 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 H 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 Guarantor Transition Time (provided
that the Credit Agreement (Electronics) shall cease to be considered in this
clause (B)(y) after the Electronics 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 H 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 H Guarantor, the 



 18
 









H Borrower or any H 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).


“Refinancing”
means, with respect to any financing, any instrument or agreement amending,
restating, supplementing, extending, renewing, refunding, refinancing,
replacing or otherwise modifying, in whole or in part, the documents governing
such financing (and “Refinance” shall have a correlative meaning).


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


“Related Parties”
means, with respect to any specified Person, such Person’s Affiliates and the
respective directors, officers, employees, agents and advisors of such Person
and such Person’s Affiliates.


“Reportable Action”
means any action, suit or proceeding or investigation before any court,
arbitrator or other governmental body against 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  



 19
 









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.


“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 Initial 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 



 20
 









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 Initial
Guarantor; and (ii) after the TIGSA Separation, the distributions by the Initial
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 Initial 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.


“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.



 21
 









 


(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.


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


“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” means
Tyco International Finance S.A., a Luxembourg company.



 22
 









 


“T Guarantor”
means the Initial Guarantor.


“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.


“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 consummation of the Healthcare Spin Distribution 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 $3,200,000,000.


“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  



 23
 









Electronics Spin
Distribution), or (iii) 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 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 $1,050,000,000.


“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 



 24
 









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 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).


“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.



 25