Exhibit 10.1


AMENDMENT NO. 3 TO
THREE-YEAR CREDIT AGREEMENT


(Extension)


Amendment
No. 3 to Three-Year Credit Agreement, dated as of June 28, 2006 (this “Amendment”), among TYCO
INTERNATIONAL GROUP S.A., a Luxembourg company (the “Borrower”),
TYCO INTERNATIONAL LTD., a Bermuda company (the “Parent”)
(and together with the Borrower, the “Principal Obligors”),
each Lender party to the Agreement (as defined below), and BANK OF AMERICA,
N.A. as Paying Agent (in such capacity, the “Paying
Agent”).


WITNESSETH


WHEREAS, the Borrower, the
Parent, the Lenders and the Paying Agent have entered into that certain U.S.
$1,500,000,000 Three-Year Credit Agreement, dated as of December 22, 2003 (as
amended by Amendment dated as of December 16, 2004 and Amendment No. 2 dated as
of April 15, 2005, the “Agreement”);


WHEREAS, the Borrower, the
Parent, the Paying Agent and the Lenders desire to further amend the Agreement
in certain respects to, among other things, extend by one year the maturity
date of the Agreement;


NOW THEREFORE, in
consideration of the premises and the mutual agreements, representations and
warranties set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto
hereby agree as follows:


SECTION
1.           Definitions and References.  Capitalized terms not otherwise defined
herein shall have the meanings attributed thereto in the Agreement.


SECTION 2.           Amendments.


(a)          Section 1.01 of the Agreement is hereby amended by
inserting the following new defined term immediately following the defined term
“Amendment Effective Date”:


“Amendment No. 3 Fee
Letter” means the letter dated as of June 12, 2006 among the Borrower, the
Arrangers and the Co-Administrative Agents.”


(b)          Section 1.01 of the Agreement is hereby amended by deleting
the definition of “Applicable Margin”, and inserting the following new
definition in its place:


““Applicable Margin”
means, with respect to any Eurodollar Rate Loan, either (i) for any Rating
Level Period during which less than 50% of the Aggregate Commitments are being
utilized, the rate per annum set forth in Schedule 1 opposite the
reference to such Rating Level Period under the heading “Applicable Margin” and
under the sub-heading “Less than 50% of Aggregate Commitments Utilized”, or
(ii) for any Rating Level Period during which 50% or more of the Aggregate
Commitments are being utilized, the rate per annum 


 

















 


set forth in Schedule 1
opposite the reference to such Rating Level Period under the heading “Applicable
Margin” and under the sub-heading “50% or More of Aggregate Commitments
Utilized”; each change in the Applicable Margin resulting from a Rating Level
Change or an Aggregate Commitment utilization change to be effective on the
date of such Rating Level Change or utilization change, as the case may be.”


(c)          Section 1.01 of the Agreement is hereby amended by deleting
the definition of “Fee Letters”, and inserting the following new definition in
its place:


““Fee Letters” means,
collectively, (a) the letter dated as of November 3, 2003 between the
Borrower, the Arrangers and the Co-Administrative Agents, (b) the letter
dated as of December 9, 2003 between the Borrower and the Paying Agent and (c)
the Amendment No. 3 Fee Letter.”


(d)          Section 1.01 of the Agreement is hereby amended by deleting
the definition of “Rating Level Period”, and inserting the following new
definition in its place:


““Rating Level Period” means a Rating Level 1 Period, a
Rating Level 2 Period, a Rating Level 3 Period or a Rating Level 4 Period; provided
that:


(i)           “Rating
Level 1 Period” means a period during which the Moody’s Rating is at or
above A3 or the S&P Rating is at or above A-;


(ii)          “Rating
Level 2 Period” means a period that is not a Rating Level 1 Period, during
which the Moody’s Rating is at or above Baa1 or the S&P Rating is at or
above BBB+;


(iii)         “Rating
Level 3 Period” means a period that is not a Rating Level 1 Period or a
Rating Level 2 Period, during which the Moody’s Rating is at or above Baa2 or
the S&P Rating is at or above BBB;


and


(iv)         “Rating
Level 4 Period” means a period that is not a Rating Level 1 Period, a
Rating Level 2 Period or a Rating Level 3 Period;


and provided,
further, that if the Moody’s Rating and the S&P Rating differ by one Rating
Level, the higher Rating Level will apply for the Rating Level Period and if
the Moody’s Rating and the S&P Rating differ by more than one Rating Level,
then the applicable Rating Level Period shall be one Rating Level higher than
the Rating Level resulting from the application of the lower of such ratings
(for which purpose Rating Level 1 is the highest and Rating Level 3 is the
lowest); and provided, further, that any period during which there is no
Moody’s Rating and there is no S&P Rating shall be a Rating Level 4 Period.”


 


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(e)          Section 1.01 of the Agreement is hereby amended by deleting
the definition of “Termination Date”, and inserting the following new
definition in its place:


““Termination Date”
means December 21, 2007 (or if such day is not a Business Day, the next
preceding Business Day).”


(f)           Schedule 1 of the Agreement is hereby amended by deleting such
schedule in its entirety and inserting in its place the Schedule 1 attached as
Exhibit A hereto.


(g)          Schedule 2.01 of the Agreement is hereby amended by
deleting such schedule in its entirety and inserting in its place the Schedule
2.01 attached as Exhibit B hereto.


SECTION 3.           Representations True; No Event of
Default.  The Principal Obligors
represent and warrant on and as of the date hereof and the Effective Date that:


(a)          The representations and warranties contained in Article V
of the Agreement are correct on and as of each such date as though made on and
as of each such date, except that (i) references therein to “2004” shall
instead refer to “2005”, and (ii) references therein to “this Agreement”, “hereunder”,
“herein” or words of like import, shall mean and be a reference to the
Agreement as amended by this Amendment.


(b)          No event has occurred and is continuing, or would result
from the execution and delivery of this Amendment, which constitutes an Event
of Default or which, with the giving of notice and/or the passage of time,
would constitute an Event of Default.


(c)          This Amendment has been duly authorized, executed and
delivered on behalf of each of the Principal Obligors.


(d)          Each of this Amendment and the Agreement, as amended
hereby, constitutes a legal, valid and binding obligation of each of the Principal
Obligors, enforceable against each of the Principal Obligors in accordance with
its terms, except as the enforceability thereof may be limited by (i)
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or similar laws of general application relating to or affecting the
rights and remedies of creditors generally or (ii) general principles of
equity.


SECTION 4.           Ratification.  Except as amended hereby, the Agreement and
all other documents executed in connection therewith (including without
limitation, the Notes) shall remain in full force and effect.  The Agreement, as amended hereby, and all
rights and powers created thereby or thereunder and under such other documents
are in all respects ratified and confirmed.


 


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SECTION 5.           Conditions Precedent.  This Amendment will become effective on and
as of the first date (the “Effective Date”)
on which the following conditions shall have been satisfied (or waived in
accordance with Section 10.01 of the Agreement):


(a)          The Paying Agent’s receipt of the following, each of which
shall be originals, electronic copies or facsimiles (followed promptly by
originals) unless otherwise specified, each properly executed by a Responsible
Officer of the signing Principal Obligor, each dated the Effective Date and
each in form and substance satisfactory to the Paying Agent and its legal
counsel:


(i)            executed counterparts of this
Amendment sufficient in number for distribution to the Paying Agent, each
Lender and the Principal Obligors;


(ii)           a certificate of the Secretary or
Assistant Secretary of each Principal Obligor certifying (A) the charter,
by-laws or other equivalent organizational documents of each Principal Obligor,
(B) resolutions of the Board of Directors of each Principal Obligor authorizing
the making and performance by it of this Amendment, and (C) the names and true
signatures of the officers of each Principal Obligor authorized to sign this
Amendment;


(iii)          a favorable opinion of each of (i) the
general counsel of the Parent, (ii) Allen & Overy, special Luxembourg
counsel of the Borrower, (iii) Appleby Spurling Hunter, special Bermudian
counsel of the Parent, and (iv) Chadbourne & Parke LLP, special New York
counsel of the Paying Agent, each in form and substance acceptable to the
Paying Agent;


(iv)          evidence of the consent of CT
Corporation System in New York, New York to extend the appointment and
designation provided for by Section 10.15(c) of the Agreement to cover the
Agreement as amended by this Amendment; and


(v)           such other assurances, certificates,
documents, consents or opinions as the Paying Agent, the L/C Issuers or the
Required Lenders reasonably may require.


(b)          Any fees required to be paid on or before the Effective
Date shall have been paid.


(c)          Unless waived by the Co-Administrative Agents and the
Arrangers, the Borrower shall have paid all reasonable Attorney Costs of the
Co-Administrative Agents and the Arrangers to the extent invoiced prior to or
on the Effective Date, plus such additional amounts of reasonable Attorney
Costs as shall constitute its reasonable estimate of reasonable Attorney Costs
incurred or to be incurred by it through the amendment closing proceedings
(provided that such estimate shall not thereafter preclude a final settling of
accounts between the Borrower and the Paying Agent).


 


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(d)          That certain Master Assignment and Assumption Agreement
dated as of the date hereof (the “Master Assignment”)
by and among the Borrower, the Parent, the Paying Agent, each “Non-Extending
Bank” party thereto, and each “Increasing Bank” party thereto, reflecting the
reallocation of the Commitments, shall have become effective in accordance with
the terms thereof.


(e)          The Effective Date shall have occurred on or prior to July
14, 2006.


The Paying Agent shall
promptly notify the Borrower and the Lenders of the Effective Date, and such
notice shall be conclusive and binding.


SECTION 6.           Existing Agreement.  Until the occurrence of the Effective Date,
the Agreement, without giving effect to this Amendment, shall continue in full
force and effect in accordance with the provisions thereof and the rights and
obligations of the parties thereto shall not be affected hereby, all Commitments
and Loans thereunder shall continue as set forth therein and all interest
accruing and other amounts payable under the Agreement shall continue to accrue
and be payable as provided for therein.


SECTION 7.           Miscellaneous.


(a)          The Agreement and this Amendment shall be read, taken and
construed as one and the same instrument from and after the Effective Date.


(b)          This Amendment shall be governed by, and construed in
accordance with, the laws of the State of New York.


(c)          Any references in the Agreement to “this Agreement”, “hereunder”,
“herein” or words of like import, and each reference in any other document
executed in connection with the Agreement (including without limitation, the
Notes), to “the Agreement”, “thereunder”, “therein” or words of like import,
shall, from and after the Effective Date, mean and be a reference to the
Agreement as amended hereby.


(d)          This Amendment may be executed in any number of
counterparts and by different parties hereto in separate counterparts, each of
which when so executed shall be deemed an original and all of which taken
together shall constitute one and the same agreement.


 


 


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IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed as of the date first above written.


 


	
   

  	
  TYCO INTERNATIONAL GROUP S.A.

   

  
	
   

  	
  By:  

  	
  /s/ Kevin O'Kelly-Lynch

  
	
   

  	
  Name:

  	
  Kevin O'Kelly-Lynch

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TYCO INTERNATIONAL LTD.

   

  
	
   

  	
  By:  

  	
  /s/ Christopher J. Coughlin

  
	
   

  	
  Name:

  	
  Christopher J. Coughlin

  
	
   

  	
  Title:

  	
  Executive Vice President and Chief Financial
  Officer

  
	
   

  	
   

  



 


 

















 


	
   

  	
  BANK
  OF AMERICA, N.A., as
  Paying Agent

   

  
	
   

  	
  By:  

  	
  /s/ John Pocalyko

  
	
   

  	
  Name:

  	
  John Pocalyko

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., as

    a Lender

   

  
	
   

  	
  By:  

  	
  /s/ John Pocalyko

  
	
   

  	
  Name:

  	
  John Pocalyko

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A., as

    L/C Issuer

   

  
	
   

  	
  By:  

  	
  /s/ John Pocalyko

  
	
   

  	
  Name:

  	
  John Pocalyko

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  



 


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  CITICORP NORTH AMERICA, INC., as

    a Lender

   

  
	
   

  	
  By:  

  	
  /s/ Kevin A. Ege

  
	
   

  	
  Name:

  	
  Kevin A. Ege

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  



 


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  ABN
  AMRO BANK N.V.

   

  
	
   

  	
  By:  

  	
  /s/ David Carrington

  
	
   

  	
  Name:

  	
  David Carrington

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ Luc Perrot

  
	
   

  	
  Name:

  	
  Luc Perrot

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  



 


 


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  AUSTRALIA AND NEW ZEALAND BANKING GROUP LIMITED

   

  
	
   

  	
  By:  

  	
  /s/ R. Scott McInnis

  
	
   

  	
  Name:

  	
  R. Scott McInnis

  
	
   

  	
  Title:

  	
  General Manager, Americas

  
	
   

  	
   

  



 


 


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  BANCO BILBAO VIZCAYA
  ARGENTARIA S.A.

   

  
	
   

  	
  By:  

  	
  /s/ Jay Levit

  
	
   

  	
  Name:

  	
  Jay Levit

  
	
   

  	
  Title:

  	
  Vice President, Global Corporate Banking

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ John Martini

  
	
   

  	
  Name:

  	
  John Martini

  
	
   

  	
  Title:

  	
  Vice President, Corporate Banking

  
	
   

  	
   

  



 


 


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  THE BANK OF NOVA SCOTIA

   

  
	
   

  	
  By:  

  	
  /s/ Dana Maloney

  
	
   

  	
  Name:

  	
  Dana Maloney

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  



 


 


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  BARCLAYS CAPITAL PLC

   

  
	
   

  	
  By:  

  	
  /s/ Alison McGuigan

  
	
   

  	
  Name:

  	
  Alison McGuigan

  
	
   

  	
  Title:

  	
  Associate Director

  
	
   

  	
   

  



 


 


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  BAYERISCHE HYPO-UND
  VEREINSBANK AG, New York Branch

   

  
	
   

  	
  By:  

  	
  /s/ Marianne Weinzinger

  
	
   

  	
  Name:

  	
  Marianne Weinzinger

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ Richard Cordover

  
	
   

  	
  Name:

  	
  Richard Cordover

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  



 


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  BAYERISCHE LANDESBANK 
  NEW YORK BRANCH

   

  
	
   

  	
  By:  

  	
  /s/ Michael Jakob

  
	
   

  	
  Name:

  	
  Michael Jakob

  
	
   

  	
  Title:

  	
  First Vice President

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ Norman McClave

  
	
   

  	
  Name:

  	
  Norman McClave

  
	
   

  	
  Title:

  	
  First Vice President

  
	
   

  	
   

  



 


 


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  BNP PARIBAS

   

  
	
   

  	
  By:  

  	
  /s/ Rick Pace

  
	
   

  	
  Name:

  	
  Rick Pace

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ Angela Bentley-Arnold

  
	
   

  	
  Name:

  	
  Angela Bentley-Arnold

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  



 


 


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  CREDIT SUISSE, CAYMAN ISLANDS
  BRANCH

   

  
	
   

  	
  By:  

  	
  /s/ Jay Cahill

  
	
   

  	
  Name:

  	
  Jay Cahill

  
	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ James Neira

  
	
   

  	
  Name:

  	
  James Neira

  
	
   

  	
  Title:

  	
  Associate

  
	
   

  	
   

  



 


 


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  DEUTSCHE BANK AG
  NEW YORK 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

  
	
   

  	
   

  



 


 


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  WILLIAM STREET CREDIT CORPORATION

   

  
	
   

  	
  By:  

  	
  /s/ Mark Walton

  
	
   

  	
  Name:

  	
  Mark Walton

  
	
   

  	
  Title:

  	
  Assistant Vice President

  
	
   

  	
   

  



 


 


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  THE GOVERNOR AND COMPANY
  OF THE BANK OF IRELAND

   

  
	
   

  	
  By:  

  	
  /s/ Emer Dalton

  
	
   

  	
  Name:

  	
  Emer Dalton

  
	
   

  	
  Title:

  	
  Manager

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ Niall Casement

  
	
   

  	
  Name:

  	
  Niall Casement

  
	
   

  	
  Title:

  	
  Associate

  
	
   

  	
   

  



 


 


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  ING BELGIUM NV/SA

   

  
	
   

  	
  By:  

  	
  /s/ Yves Adler

  
	
   

  	
  Name:

  	
  Yves Adler

  
	
   

  	
  Title:

  	
  Director Adjoint

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ Jacques Mamere

  
	
   

  	
  Name:

  	
  Jacques Mamere

  
	
   

  	
  Title:

  	
  Fondé de pouvoir

  
	
   

  	
   

  



 


 


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  JPMORGAN CHASE BANK, N.A.

   

  
	
   

  	
  By:  

  	
  /s/ Robert T. Sacks

  
	
   

  	
  Name:

  	
  Robert T. Sacks

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  



 


 


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  LEHMAN COMMERCIAL PAPER INC.

   

  
	
   

  	
  By:  

  	
  /s/ Janine M. Shugan

  
	
   

  	
  Name:

  	
  Janine M. Shugan

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  



 


 


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  MANUFACTURERS AND TRADERS
  TRUST COMPANY

   

  
	
   

  	
  By:  

  	
  /s/ Tracey E. Sawyer Calhoun

  
	
   

  	
  Name:

  	
  Tracey E. Sawyer Calhoun

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  



 


 


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  MELLON BANK, N.A.

   

  
	
   

  	
  By:  

  	
  /s/ Daniel J. Lenckos

  
	
   

  	
  Name:

  	
  Daniel J. Lenckos

  
	
   

  	
  Title:

  	
  First Vice President

  
	
   

  	
   

  



 


 


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  MERRILL LYNCH BANK USA

   

  
	
   

  	
  By:  

  	
  /s/ David Millett

  
	
   

  	
  Name:

  	
  David Millett

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  



 


 


S-21

















 


	
   

  	
  MIZUHO CORPORATE BANK, LTD.

   

  
	
   

  	
  By:  

  	
  /s/ Robert Gallagher

  
	
   

  	
  Name:

  	
  Robert Gallagher

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  



 


 


S-22

















 


	
   

  	
  MORGAN STANLEY BANK

   

  
	
   

  	
  By:  

  	
  /s/ Daniel Twenge

  
	
   

  	
  Name:

  	
  Daniel Twenge

  
	
   

  	
  Title:

  	
  Authorized Signatory

  
	
   

  	
   

  



 


 


S-23

















 


	
   

  	
  THE NORTHERN TRUST COMPANY

   

  
	
   

  	
  By:  

  	
  /s/ Alex Nikolon

  
	
   

  	
  Name:

  	
  Alex Nikolon

  
	
   

  	
  Title:

  	
  Second Vice President

  
	
   

  	
   

  



 


 


S-24

















 


	
   

  	
  THE ROYAL BANK OF SCOTLAND PLC

   

  
	
   

  	
  By:  

  	
  /s/ Angela Reilly

  
	
   

  	
  Name:

  	
  Angela Reilly

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  



 


 


S-25

















 


	
   

  	
  SAN PAOLO IMI S.p.A.

   

  
	
   

  	
  By:  

  	
  /s/ Carlo Persico

  
	
   

  	
  Name:

  	
  Carlo Persico

  
	
   

  	
  Title:

  	
  CEO for the Americas

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ Robert Wurster

  
	
   

  	
  Name:

  	
  Robert Wurster

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  



 


 


S-26

















 


	
   

  	
  SOCIETE GENERALE

   

  
	
   

  	
  By:  

  	
  /s/ Ambrish Thanawala

  
	
   

  	
  Name:

  	
  Ambrish Thanawala

  
	
   

  	
  Title:

  	
  Managing Director

  
	
   

  	
   

  



 


 


S-27

















 


	
   

  	
  SUMITOMO
  MITSUI BANKING
  CORPORATION

   

  
	
   

  	
  By:  

  	
  /s/ David A. Buck

  
	
   

  	
  Name:

  	
  David A. Buck

  
	
   

  	
  Title:

  	
  Senior Vice President

  
	
   

  	
   

  



 


 


 


S-28

















 


	
   

  	
  UBS LOAN FINANCE LLC

   

  
	
   

  	
  By:  

  	
  /s/ Richard L. Tavrow

  
	
   

  	
  Name:

  	
  Richard L. Tavrow

  
	
   

  	
  Title:

  	
  Director, Banking Products Services, US

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ Irja R. Otsa

  
	
   

  	
  Name:

  	
  Irja R. Otsa

  
	
   

  	
  Title:

  	
  Associate Director, Banking Products Services, US

  
	
   

  	
   

  



 


 


S-29

















 


	
   

  	
  WESTPAC BANKING CORPORATION

   

  
	
   

  	
  By:  

  	
  /s/ Robert F. Bosse

  
	
   

  	
  Name:

  	
  Robert F. Bosse

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  



 


 


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