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.
[THE BALANCE OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
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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