Exhibit 10.27


CONFORMED COPY


AMENDMENT NO. 2 TO 364-DAY SENIOR
BRIDGE LOAN AGREEMENT 

(FIRE & SAFETY AND ENGINEERED PRODUCTS BUSINESS)


AMENDMENT
NO. 2 TO 364-DAY SENIOR BRIDGE LOAN AGREEMENT (FIRE & SAFETY AND ENGINEERED
PRODUCTS BUSINESS) (this “Amendment”),
dated as of November 27, 2007, among TYCO INTERNATIONAL LTD., a Bermuda company
(the “Guarantor”), TYCO
INTERNATIONAL FINANCE S.A., a Luxembourg company (the “Borrower”),
each Person executing this Amendment as a Lender and CITIBANK, N.A., as
Administrative Agent.


PRELIMINARY
STATEMENTS


(1)           The Borrower, the 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)           The Borrower, the Guarantor, the
Lenders party hereto and the Administrative Agent desire to amend the Bridge
Loan Agreement in certain respects, including, inter alia,
to provide for a third tranche of Borrowings thereunder, the proceeds of
which would be available, in accordance with the terms and conditions of the
Bridge Loan Agreement to (a) repay, redeem or purchase any Indenture Debt (as
defined in Annex A) and pay amounts owing in connection therewith, whether
after an acceleration of Indenture Debt arising from an Existing Indenture
Covered Default or otherwise or (b) pay any amounts payable pursuant to a
judgment, settlement or agreement in respect of the BONY Litigation (as defined
in Annex A).


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 on Annex A hereto:


 





















 


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


(a)           The 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 make Tranche C Loans to the Borrower from time to
time during the Tranche C Availability Period in an aggregate principal amount
that will not result in (a) such Lender’s Tranche C Credit Exposure exceeding
such Lender’s Tranche C Commitment or (b) the total Tranche C Credit Exposures
exceeding the total Tranche C 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 seven Borrowing Requests with respect to Tranche
C Loans may be made by the Borrower during the Tranche C 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;


(ii)           the date of such Borrowing,
which shall be a Business Day;


(iii)          a list of the Indenture Debt
being repaid, redeemed or purchased, or the amounts payable in respect of a
judgment, settlement or agreement with respect to the BONY Litigation being
paid, with the proceeds of such Borrowing (either by direct disbursement or
advance deposit with the trustee, paying agent or fiscal agent for such Indenture
Debt, or in the case of payment in connection with a judgment, compromise, settlement
or agreement with respect to the BONY Litigation, as required by the terms of
such judgment, compromise, settlement or agreement, as applicable), setting
forth (x) as applicable, a description of each series or tranche of Indenture
Debt then being repaid,


 


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redeemed or repurchased (or
deemed to be repaid as a result of such judgment, compromise, settlement or
agreement), (y) a reasonably detailed description of the amounts payable
(including principal, accrued and unpaid interest, premiums, if any, and any other
related fees, costs and expenses, including professional fees) in connection
with such series or tranche of such Indenture Debt or in connection with such
judgment, compromise, settlement or agreement, as applicable and (z) the Person
to which each such payment shall be made; provided that the Borrower
shall not request Borrowings for amounts other than principal and accrued interest
on the Indenture Debt (or corresponding payments in respect of any such
judgment, settlement or agreement to the extent that such payments serve to
reduce the principal and interest due on such Indenture Debt in an equivalent
amount) in excess of $500,000,000 in the aggregate;


(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, 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 automatically terminated at the end of
the Tranche A Availability Period and the unused Tranche B Commitments
automatically terminated at the end of the Tranche B Availability Period.  The unused Tranche C Commitments shall
automatically terminate at the end of the Tranche C Availability Period.


(b)           The Borrower may at any time
terminate, or from time to time reduce, the 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 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.


 


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(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 any 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, (ii) the then unpaid principal amount of each Tranche B Loan on
the Tranche B Maturity Date and (iii) the then unpaid principal amount of each
Tranche C Loan on the Tranche C Maturity Date.”


(e)           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, Tranche B Loans and/or Tranche C Loans made by it be evidenced by a
Note.  In such event, the Borrower shall
prepare, execute and deliver to such Lender a Tranche A Note, Tranche B Note
and/or a Tranche C 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).”


(f)            Section 2.09(c) of the Bridge Loan Agreement is hereby
amended by deleting the penultimate sentence therein and replacing it with the
following sentence:  “Any such reduction
of unused Commitments shall be applied to the unused Tranche C Commitments.”


(g)           Section 2.09(d) of the Bridge Loan Agreement is hereby
amended by deleting the penultimate sentence therein and replacing it with the
following sentence::  “Any


 


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


(h)           The following new subsection (c) is added to Section 2.10
of the Bridge Loan Agreement and the current subsection (c) shall become
subsection (d):


“(c)            The Borrower agrees to pay to the
Administrative Agent for the account of each Lender a facility fee, which shall
accrue on the daily amount of the Tranche C Commitment of such Lender (whether
used or unused) during the period from and including November 27, 2007, to but
excluding the Tranche C Maturity Date, at the rate per annum set forth on the
Tranche C Pricing Grid opposite the reference to the applicable Index Debt Rating
under the heading “Applicable Facility Fee Rate” (the “Tranche C Facility
Fee”); provided that, if such Lender continues to have any Tranche C
Credit Exposure after the Tranche C Maturity Date, then such Tranche C Facility
Fee shall continue to accrue on the daily amount of such Lender’s Tranche C
Credit Exposure from and including the Tranche C Maturity Date to but excluding
the date on which such Lender ceases to have any Tranche C Credit
Exposure.  Tranche C Facility Fees
accrued through and including the last Business Day of March, June, September
and December of each year shall be payable on each such last day, commencing on
the first such date to occur after November 27, 2007; provided that all
such fees shall be payable on the Tranche C Maturity Date and any such fees
accruing after the Tranche C Maturity Date shall be payable on demand.”


(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, the Tranche B Commitments or the
Tranche C 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, the
Tranche B Availability Period or the Tranche C 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 III of the Bridge Loan
Agreement.


Section 3.04(a) of the
Bridge Loan Agreement is amended by deleting such section and replacing it with
the following:


 


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“The Guarantor has
heretofore furnished to the Administrative Agent (i) its Consolidated balance
sheet and statements of income, shareholders’ equity and cash flows as of and
for the fiscal year ended September 29, 2006, reported on by Deloitte &
Touche LLP, independent public accountants and (ii) its Consolidated balance
sheet and statements of income, shareholders’ equity and cash flows as of and
for the nine month period ended on June 29, 2007, certified by a Responsible
Officer.  Such financial statements,
present fairly, in all material respects, the Consolidated financial position
and results of operations and cash flows of the Guarantor as of such date and
for such periods in accordance with GAAP, subject to year-end audit adjustments
and the absence of footnotes in the case of the statements referred to in
clause (ii) above.


Section 2.04.        Amendments to Article IV of the Bridge Loan Agreement.


(a)           Subsection (d) of Section 4.02 of the Bridge Loan
Agreement is amended by deleting the text of such section and replacing it with
the following:  “[Intentionally Omitted]”


(b)           Subsection (e) of Section 4.02 of the Bridge Loan
Agreement is amended by deleting such section and replacing it with the
following:


“(e)         The Administrative Agent shall have
received evidence reasonably satisfactory to it that (i) the Indenture Debt
which is being repaid, redeemed or purchased with the proceeds of such
Borrowing (w) has been accelerated due to an Existing Indenture Covered Default
or is otherwise due and payable, (x) is being purchased by the Borrower as a
result of the consummation of a tender offer for such Indenture Debt, in the
open market, or otherwise, (y) is permitted to be prepaid or (z) is being
irrevocably called for redemption in connection with such Borrowing and in each
case is being paid in cash through a direct disbursement of the proceeds of
such Borrowing or with money irrevocably deposited with the trustee, paying
agent or fiscal agent for such Indenture Debt (through a direct disbursement of
the proceeds of such Borrowing) for payment of such Indenture Debt upon
expiration of the relevant notice period for such redemption, if applicable; or
(ii) a compromise, settlement or other agreement has been reached or a judgment
has been entered in connection with the BONY Litigation and amounts are
required to be paid pursuant thereto by the Borrower or the Guarantor in
connection with the Indenture Debt or otherwise with respect to the BONY
Litigation and that such amounts are being paid in cash through a direct
disbursement of the proceeds of such Borrowing.”


Section 2.05.        Amendments to Article V of the Bridge Loan Agreement.


(a)           Subsection (c) of Section 5.06 of the Bridge Loan Agreement
is amended by deleting the “.”at the end thereof and replacing with “; and”.


(b)           The following new subsection (d) is added to the end of
Section 5.06 of the Bridge Loan Agreement:


 


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“(d)         The proceeds of the Tranche C Loans
made under this Agreement may be used solely to pay principal, accrued
interest, premium (if any), related fees, costs and expenses (including
professional fees) due and payable or otherwise owing on or with respect to the
Indenture Debt or due and payable pursuant to any judgment, compromise, agreement
or settlement in respect of the BONY Litigation; provided that not more
than an aggregate of $500,000,000 of Tranche C Loans shall be used to pay
amounts other than principal and accrued interest on the Indenture Debt (or
corresponding payments in respect of any such judgment, compromise, settlement
or agreement to the extent that such payments serve to reduce the principal and
interest due on such Indenture Debt in an equivalent amount).”


Section 2.06.        Amendments to Schedules and Exhibits.


(a)           The schedule attached as Annex B hereto shall be added to
the Bridge Loan Agreement as Schedule A-2.


(b)           The schedule attached as Annex C hereto shall be added to
the Bridge Loan Agreement as Schedule 1.02.


(c)           Schedule 2.01 of the Bridge Loan Agreement is amended by inserting
the schedule attached hereto as Annex D immediately after the schedule of Tranche
B Commitments set forth on the existing Schedule 2.01.


(d)           The document attached as Annex E hereto shall be added to
the Bridge Loan Agreement as Exhibit A-3.


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


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


 


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(b)           Each Obligor represents and warrants to the Administrative
Agent and each Lender that, as of the Amendment Effective Date (as defined
below), 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
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.


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):


(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, the Guarantor, the Administrative Agent
and each of the Required Lenders;


(ii)           the Administrative Agent
shall have received a favorable written opinion (addressed to the
Administrative Agent and the Lenders) of (a) Allen & Overy, special
Luxembourg counsel of the Borrower, (b) Appleby Hunter Bailhache, special
Bermudian counsel of the Guarantor and (c) Gibson, Dunn & Crutcher LLP,
special New York counsel of the Obligors, each in form and substance reasonably
satisfactory to the Administrative Agent;


(iii)          the Administrative Agent
shall have received certified copies of the charter, by-laws and other
constitutive documents of each Obligor (or a certificate of a Responsible
Officer certifying that the copies of such constitutive documents delivered as
of the Closing Date have not been amended or modified since the Closing Date)
and of resolutions of the Board of Directors of each Obligor authorizing this
Amendment, together with incumbency certificates dated the date of this
Agreement evidencing the identity, authority and capacity of each Person
authorized to execute and deliver this Amendment and the Notes, if any, all in
form and substance reasonably satisfactory to the Administrative Agent and its
counsel;


 


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(iv)          the Administrative Agent
shall have received a certificate, signed by a Responsible Officer, confirming
that (a) the representations and warranties of each Obligor set forth in
Article III of this Amendment are true and correct and (b) after giving effect
to this Amendment, no Default has occurred and is continuing; and


(v)           the Administrative Agent (or
its counsel) shall have received a Tranche C Note executed by the Borrower in
favor of any Lender that requested a Tranche C Note prior to the date hereof in
accordance with Section 2.08(e) of the Bridge Loan Agreement.


(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 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.


 


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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 Borrower, 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.


Section
5.06.        Certain
Amendments to Existing Tyco Revolver.  Reference is made to
that certain Five-Year Senior Credit Agreement, dated as of April 25, 2007, as
amended or otherwise modified (the “Existing Tyco Revolver”), among Tyco
International Finance S.A., as borrower, Tyco International Ltd., as guarantor,
the lenders from time to time party thereto, and Citibank, N.A., as
administrative agent.  Each of the Lenders party to this Amendment that is
also a lender under the Existing Tyco Revolver collectively constitute the
Required Lenders under and as defined in the Existing Tyco Revolver (the “Revolver
Required Lenders”).  By executing
this Amendment, the Borrower, the Guarantor, and each of the Revolver Required
Lenders hereby agrees that it will (i) consent, and cause its respective assignees,
if any, to consent, to an amendment to the Existing Tyco Revolver to amend and
restate the following defined terms in Section 1.01 of the Existing Tyco
Revolver to read in their respective entirety as follows and (ii) cause (and
cause its respective assignees to cause) such amendment to become effective no
later than the earlier of (x) the completion of the primary syndication of the
Tranche C Commitments (as defined in the Bridge Loan Agreement after giving
effect to this Amendment)) and (y) December 31, 2007 (the “Applicable Date”):


“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, but, for the purposes of Article III hereof,
in any event not including any such material adverse effect to the extent
resulting solely and directly from any Existing


 


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Indenture Covered Default,
the acceleration of the Indenture Debt (as defined in the Bridge Loan
Agreement) due to any Existing Indenture Covered Default or otherwise from the
BONY Litigation (as defined in the Bridge Loan Agreement).


“Existing Indenture
Covered Default” means any default or event of default or alleged default
or event of default  under any of the
indentures or notes evidencing the Indenture Debt (as defined in the Bridge
Loan Agreement) (i) that results solely from the Separation Transactions (it being
understood, for the avoidance of doubt, that the alleged defaults asserted in
the BONY Litigation (as defined in the  Bridge Loan Agreement) result
solely from the Separation Transactions) and (ii) for which borrowings would
(after the effective date of Amendment No. 2 to the Bridge Loan Agreement) be
available (and at the time are available) under the Bridge Loan Agreement or
any credit facility that replaces or refinances the Bridge Loan Agreement to
pay in full (a) such Indenture Debt (as defined in the Bridge Loan Agreement)
if such Indenture Debt (as defined in the Bridge Loan Agreement) were
accelerated as a result of such default or alleged default and (b) any other
Indenture Debt (as defined in the Bridge Loan Agreement) which could be
accelerated as a result of such default or alleged default.


By executing this Amendment, each of the Revolver
Required Lenders agrees that it will not assign or otherwise transfer any
interest in its commitments, loans or other obligations under the Existing Tyco
Revolver to any Person unless such assignee or other transferee agrees to
consent to the foregoing amendments and to cause such amendments to become
effective on or before the Applicable Date, and any such assignment or other
transfer that does not contain such an agreement from the assignee or other
transferee shall be null and void..


[Remainder
of page intentionally left blank]


 


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[Signature
Page to Amendment No. 2 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 FINANCE
  S.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ ENRICA MACCARINI

  
	
   

  	
   

  	
  Name:

  	
  Enrica Maccarini

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  TYCO INTERNATIONAL LTD.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ JUDITH A. REINSDORF

  
	
   

  	
   

  	
  Name:

  	
  Judith A. Reinsdorf

  
	
   

  	
   

  	
  Title:

  	
  Executive Vice President
  and General Counsel

  



 


 


 

















 


[Signature Page to Amendment No. 2 to 364-Day Senior Bridge Loan Agreement

(Fire & Safety and Engineered Products)]


 


	
   

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

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ KEVIN EGE

  
	
   

  	
   

  	
  Name:

  	
  Kevin Ege

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


 


 

















 


[Signature Page to Amendment No. 2
to 364-Day Senior Bridge Loan Agreement

(Fire & Safety and Engineered Products)]


 


	
   

  	
  BANK OF AMERICA, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  COLLEEN M. BRISCOE

  
	
   

  	
   

  	
  Name:

  	
  Colleen M. Briscoe

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President

  



 


 


 


 

















 


[Signature Page to Amendment No. 2
to 364-Day Senior Bridge Loan Agreement

(Fire & Safety and Engineered Products)]


 


	
   

  	
  DEUTSCHE BANK AG CAYMAN
  ISLANDS BRANCH

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ MING K. CHU

  
	
   

  	
   

  	
  Name:

  	
  Ming K. Chu

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ HEIDI SANDQUIST

  
	
   

  	
   

  	
  Name:

  	
  Heidi Sandquist

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


 


 


 

















 


[Signature Page to Amendment No. 2
to 364-Day Senior Bridge Loan Agreement

(Fire & Safety and Engineered Products)]


 


	
   

  	
  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

  



 


 


 


 

















 


[Signature Page to Amendment No. 2
to 364-Day Senior Bridge Loan Agreement

(Fire & Safety and Engineered Products)]


 


	
   

  	
  GOLDMAN SACHS CREDIT
  PARTNERS L.P.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ MARK WALTON

  
	
   

  	
   

  	
  Name:

  	
  Mark Walton

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 


 


 


 

















 


[Signature Page to Amendment No. 2
to 364-Day Senior Bridge Loan Agreement

(Fire & Safety and Engineered Products)]


 


	
   

  	
  GOLDMAN SACHS BANK USA

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ WILLIAM M. YARBENET

  
	
   

  	
   

  	
  Name:

  	
  William M. Yarbenet

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


 


 


 

















 


[Signature Page to Amendment No. 2
to 364-Day Senior Bridge Loan Agreement

(Fire & Safety and Engineered Products)]


 


	
   

  	
  MORGAN STANLEY BANK

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ ANISH M. SHAH

  
	
   

  	
   

  	
  Name:

  	
  Anish M. Shah

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory

  



 


 


 


 

















 


[Signature Page to Amendment No. 2
to 364-Day Senior Bridge Loan Agreement

(Fire & Safety and Engineered Products)]


 


	
   

  	
  BARCLAYS BANK PLC

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ RUSSELL C. JOHNSON

  
	
   

  	
   

  	
  Name:

  	
  Russell C. Johnson

  
	
   

  	
   

  	
  Title:

  	
  Associate Director

  



 


 


 


 

















 


[Signature Page to Amendment No. 2
to 364-Day Senior Bridge Loan Agreement

(Fire & Safety and Engineered Products)]


 


	
   

  	
  BNP PARIBAS

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ RICHARD PACE

  
	
   

  	
   

  	
  Name:

  	
  Richard Pace

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ SHAYN MARCH

  
	
   

  	
   

  	
  Name:

  	
  Shayn March

  
	
   

  	
   

  	
  Title:

  	
  Director

  



 


 


 


 

















 


[Signature Page to Amendment No. 2
to 364-Day Senior Bridge Loan Agreement

(Fire & Safety and Engineered Products)]


 


	
   

  	
  JPMORGAN CHASE BANK, N.A.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ ANTHONY W. WHITE

  
	
   

  	
   

  	
  Name:

  	
  Anthony W. White

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  



 


 


 


 

















 


[Signature Page to Amendment No. 2
to 364-Day Senior Bridge Loan Agreement

(Fire & Safety and Engineered Products)]


 


	
   

  	
  LEHMAN BROTHERS BANK, FSB

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/ JANINE M. SHUGAN

  
	
   

  	
   

  	
  Name:

  	
  Janine M. Shugan

  
	
   

  	
   

  	
  Title:

  	
  Authorized Signatory