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