AMENDMENTNO. 1

Exhibit 10.1

Execution Copy

AMENDMENT NO. 1

Amendment No. 1, dated as of April 15, 2005, 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 required lender party hereto (collectively, the “Required Lenders” and individually, a “Required Lender”), and BANK OF AMERICA, N.A. as Paying Agent (in such capacity, the “Paying Agent”).

WITNESSETH

WHEREAS, the Borrower, the Parent, the Required Lenders, the Paying Agent and certain other financial institutions have entered into that certain U.S. $1,000,000,000 Five-Year Credit Agreement, dated as of December 16, 2004 (the “Agreement”);

WHEREAS, the Borrower, the Parent, the Paying Agent and the Required Lenders desire to amend the Agreement in certain respects;

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.  Amendment.  Section 1.01 of the Agreement is hereby amended by deleting the definition of “Affiliate”, and inserting the following new definition in its place:

““Affiliate” means, as to any Person, (i) any other Person that directly, or indirectly through one or more intermediaries, controls such first Person or (ii) any Person which is controlled by or is under common control with such controlling Person, provided, that (a) neither the Parent nor any Subsidiary shall be deemed to be an Affiliate of a Principal Obligor, and (b) no Subsidiary shall be deemed to be an Affiliate of any other Subsidiary.  As used herein, the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ownership of voting securities, by contract or otherwise.”

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

(a)  The representations and warranties contained in Article V of the Agreement are correct on and as of the date of this Amendment as though made on and as of the date hereof after giving effect to this Amendment, except to the extent that any such representation or warranty specifically refers to an earlier date, in which case it shall be true and correct as of such earlier date.

(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 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.

SECTION 5.  Conditions Precedent.  Pursuant to Section 10.01 of the Agreement, this Amendment will become effective on and as of the first date (the “Effective Date”) on which the Paying Agent has received, in form and substance satisfactory to the Paying Agent and the Required Lenders, a counterpart of this Amendment duly executed by the Required Lenders and the Principal Obligors and acknowledged by the Paying Agent.  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 6.  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)  The Borrower agrees to reimburse the Paying Agent for its reasonable out-of-pocket expenses in connection with this Amendment including the reasonable fees, charges and disbursements of Chadbourne & Parke LLP, counsel for the Paying Agent.

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(e)  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 executed by their respective officers thereunto duly authorized, as of the date first above written.

[Signature Page to the Amendment to the Five Year Credit Agreement]

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