(b)           The definition of “Material Debt” set forth in Section 1.01 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“‘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 $100,000,000.”

Section 2.02.        Amendments to Section 5.10 of the Credit Agreement.

(a)           The introductory paragraph to Section 5.10 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Section 5.10       Limitation on Restrictions on Subsidiary Dividends and Other Distributions.  The Guarantor will not, and will not permit any Subsidiary to, directly or indirectly, create or otherwise cause or suffer to exist or become effective any encumbrance or restriction on the ability of any Subsidiary, other than the Borrower, to (a) pay dividends or make any other distributions on its capital stock or any other interest or participation in its profits, owned by the Guarantor or any Subsidiary, or pay any Debt owed by any Subsidiary to the Guarantor or any Subsidiary that is a direct or indirect parent of such former Subsidiary, (b) make loans or advances to the Guarantor or any Subsidiary that is a direct or indirect parent of such former Subsidiary or (c) transfer any of its properties or assets to the Guarantor or any such Subsidiary that is a direct or indirect parent of such former Subsidiary (or, solely in the case of clause (xii) hereof, any other Consolidated Person in respect of such Nonrecourse Debt), except for such encumbrances or restrictions existing under or by reason of:

(b)           Subclause (ii) of Section 5.10 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(ii)         this Agreement, the Three-Year Credit Agreement and any other agreement or instrument governing Debt containing only such encumbrances and/or restrictions that are on terms substantially similar in all material respects to, and in no event more restrictive than, any such encumbrances and/or restrictions under this Agreement,”

(c)           Subclause (xi) of Section 5.10 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(xi)         provisions governing Preferred Stock issued by a Subsidiary or Debt issued or incurred by a Subsidiary that is owed to the Guarantor or another Subsidiary,”

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Section 2.03.        Amendment to Section 10.01 of the Credit Agreement.  Section 10.01(a)(i) of the Credit Agreement is hereby amended by deleting the notice information for Tyco International Finance S.A. set forth therein and replacing it with the following:

Tyco International Finance S.A.
29 Avenue de la Porte Neuve

L2227 Luxembourg
Attn:  Enrica Maccarini

Tel: +352 266 378 1

Fax: +352 266 378 91

email: ***@***

Section 2.04.        Amendment to Section 10.02(b) of the Credit Agreement.  Section 10.02(b) of the Credit Agreement is hereby amended by inserting the following new sentence at the end thereof:

“Notwithstanding the foregoing provisions of this Section 10.02(b), to the extent that the Borrower or any of its Affiliates shall have acquired Commitments or Loans, the consent of the Borrower or any of its Affiliates (solely in its capacity as a Lender) otherwise required under this Section 10.02(b) for any waiver, amendment or modification shall not be required.”

Section 2.05.        Amendment to Section 10.04(b)(ii) of the Credit Agreement.  Section 10.04(b)(ii) of the Credit Agreement is hereby amended by inserting a new subclause (D) immediately after subclause (C) to read as follows:

“(D)        in the case of a proposed assignment to a non-U.S. Affiliate of a Lender or a non-U.S. Approved Fund, for which the Borrower’s consent is not required, the assigning Lender shall provide three Business Days’ written notice to the Borrower of such proposed assignment.”

Section 2.06.        Amendment to Section 10.04(c) of the Credit Agreement.  Section 10.04(c) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(c)         (i)            Any Lender may, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person or the Borrower or any of the Borrower’s Affiliates or subsidiaries) (each a “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans owing to it); provided that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s

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rights and obligations under this Agreement.  Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, modification or waiver described in the first proviso to Section 10.02(b) that affects such Participant.  Subject to paragraph (d) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 9.03, 9.04 and 9.05 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this Section (except that, although the selling Lender shall have a direct claim against the Borrower for amounts arising under such Sections in respect of the Participant’s interest (calculated as if the Participant held such interest directly), the Participant shall have no direct claim against the Borrower pursuant to such Sections).  To the extent permitted by law, each Lender shall be entitled to exercise rights under Section 10.08 with respect to deposits held by or obligations owing by any Participant in such Lender’s Loans or Commitments, provided that, for the avoidance of doubt, such exercise shall be subject to the obligations of such Lender under Section 2.13(c).  For the avoidance of doubt, no Participant shall have any contractual claim against the Borrower, and the Borrower shall have no obligation to any Participant, under this Agreement or the other Loan Documents. Furthermore, no Lender shall be treated under this Agreement as an agent of any Participant with respect to any obligations of the Borrower to such Lender under this Agreement or the other Loan Documents.”

Section 2.07.        Amendments to Section 10.14 of the Credit Agreement.

(a)           Subclause (a) of Section 10.14 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“(a) to their and their Affiliates’ directors, officers, managers, administrators, trustees, partners, advisors, employees and agents whom they determine need to know such Information in connection with matters relating directly to this Agreement, the other Loan Documents and the Transactions, including accountants, legal counsel and other advisors (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information confidential and the Administrative Agent or the applicable Lenders shall be responsible for breach of this Section by any such Person to whom it disclosed such Information),”

(b)           Subclause (f) of Section 10.14 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

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“(f) subject to an agreement in writing to be bound by the provisions of this Section (and of which the Guarantor shall be a third party beneficiary) or in the case of a repurchase arrangement (“repo transaction”) subject to an arrangement to be bound by provisions at least as restrictive as this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this Agreement or any other Loan Document or (ii) any actual or prospective counterparty (or its managers, administrators, trustees, partners, directors, officers, employees, agents, advisors and other representatives) to any swap or derivative or similar transaction under which payments are made by reference to the Borrower and its obligations, this Agreement or payments hereunder, (iii) any rating agency or (iv) the CUSIP Service Bureau or any similar organization,”

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 (as defined below), and after giving effect to this Amendment, the representations and warranties set forth in Article III of the Credit Agreement (other than Section 3.04, Section 3.05(a)(i) or (b) or Section 3.09) 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.

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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):