364-DAY SENIOR BRIDGE LOAN AGREEMENT

Bridge Loan Agreement

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This Bridge Loan Agreement involves

TYCO INTERNATIONAL LTD., | TYCO INTERNATIONAL FINANCE S.A., | CITIGROUP GLOBAL MARKETS INC. | BANC OF AMERICA SECURITIES LLC

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Title: 364-DAY SENIOR BRIDGE LOAN AGREEMENT
Governing Law: New York Date: 4/27/2007
Industry: CONGLM

Search Bridge Loan Agreement by:

Exhibit 10

Exhibit 10.1

CONFORMED COPY

Published CUSIP Number:

364-DAY SENIOR BRIDGE LOAN AGREEMENT
(Fire & Safety and Engineered Products Businesses)

dated as of

April 25, 2007

among

TYCO INTERNATIONAL GROUP S.A.,
Initial Borrower

TYCO INTERNATIONAL LTD.,
Guarantor

TYCO INTERNATIONAL FINANCE S.A.,
T Borrower

The Lenders Party Hereto

and

CITIBANK, N.A.
as Administrative Agent

CITIGROUP GLOBAL MARKETS INC. and BANC OF AMERICA SECURITIES LLC

as Joint Bookrunners and Joint Lead Arrangers

CITIGROUP GLOBAL MARKETS INC.
BANC OF AMERICA SECURITIES LLC
as Global Coordinators

TABLE OF CONTENTS

			Page
ARTICLE I	Definitions		1
Section 1.01		Defined Terms	1
Section 1.02		Classification of Loans and Borrowings	20
Section 1.03		Terms Generally	20
Section 1.04		Accounting Terms; GAAP	20

ARTICLE II	The Credits		21
Section 2.01		Commitments	21
Section 2.02		Loans and Borrowings	21
Section 2.03		Requests for Borrowings	21
Section 2.04		Fundings to and Disbursements from Special Payment Account	23
Section 2.05		Funding of Borrowings	24
Section 2.06		Interest Elections	24
Section 2.07		Termination and Reduction of Commitments	26
Section 2.08		Repayment of Loans; Evidence of Debt	26
Section 2.09		Prepayment of Loans; Mandatory Reduction of Commitments	27
Section 2.10		Fees	28
Section 2.11		Interest	29
Section 2.12		Calculation of Interest and Fees	29
Section 2.13		Payments Generally; Pro Rata Treatment; Sharing of Set-offs	29

ARTICLE III	Representations and Warranties		31
Section 3.01		Organization; Powers	31
Section 3.02		Authorization; Enforceability	31
Section 3.03		Governmental Approvals; No Conflicts	32
Section 3.04		Financial Condition; No Material Adverse Change	32
Section 3.05		Litigation and Environmental Matters	32
Section 3.06		Investment Company Status	33
Section 3.07		Taxes	33
Section 3.08		ERISA	33
Section 3.09		Disclosure	34
Section 3.10		Subsidiaries	34
Section 3.11		Margin Regulations	34

ARTICLE IV	Conditions		34
Section 4.01		Effective Date	34
Section 4.02		Each Borrowing	35

ARTICLE V	Covenants		37
Section 5.01		Financial Statements and Other Information	37
Section 5.02		Existence; Conduct of Business	38

Section 5.03		Maintenance of Properties; Insurance	38
Section 5.04		Books and Records; Inspection Rights	39
Section 5.05		Compliance with Laws	39
Section 5.06		Use of Proceeds	39
Section 5.07		Liens	39
Section 5.08		Fundamental Changes.	41
Section 5.09		Financial Covenant.	43
Section 5.10		Limitation on Restrictions on Subsidiary Dividends and Other Distributions	43
Section 5.11		Transactions with Affiliates	44
Section 5.12		Subsidiary Guarantors	46
Section 5.13		Subsidiary Debt	46

ARTICLE VI	Events of Default		46

ARTICLE VII	The Administrative Agent		49

ARTICLE VIII	Guarantee		52
Section 8.01		The Guarantee	52
Section 8.02		Guarantee Unconditional	52
Section 8.03		Discharge Only upon Payment in Full; Reimbursement in Certain Circumstances	53
Section 8.04		Waiver by the Guarantor	53
Section 8.05		Subrogation	53
Section 8.06		Stay of Acceleration	53

ARTICLE IX	Yield Protection, Illegality and Taxes		53
Section 9.01		Alternate Rate of Interest	53
Section 9.02		Illegality	54
Section 9.03		Increased Costs	54
Section 9.04		Break Funding Payments	55
Section 9.05		Taxes	56
Section 9.06		Matters Applicable to all Requests for Compensation	57
Section 9.07		Mitigation Obligations	57

ARTICLE X	Miscellaneous		58
Section 10.01		Notices.	58
Section 10.02		Waivers; Amendments	59
Section 10.03		Expenses; Indemnity; Damage Waiver	60
Section 10.04		Successors and Assigns	62
Section 10.05		Survival	66
Section 10.06		Counterparts; Integration; Effectiveness	66
Section 10.07		Severability	67
Section 10.08		Right of Setoff	67
Section 10.09		Governing Law; Jurisdiction; Consent to Service of Process	67
Section 10.10		Waiver of Jury Trial	68

Section 10.11	Waiver of Immunities	69
Section 10.12	Judgment Currency	69
Section 10.13	Headings	69
Section 10.14	Confidentiality	70
Section 10.15	Electronic Communications	71
Section 10.16	USA PATRIOT Act Notice	72

SCHEDULES:

Schedule A – Existing Indenture Debt
Schedule 1.01 – Pricing Grid
Schedule 2.01 – Commitments
Schedule 5.09 – Cross Guarantees
Schedule 10.01 – Administrative Agent’s Office; Lender Notice Addresses

EXHIBITS:

Exhibit A – Form of Note
Exhibit B – Form of Assignment and Assumption
Exhibit C-1 – Form of opinion of general counsel of Guarantor
Exhibit C-2 – Form of opinion of special Luxembourg counsel
Exhibit C-3 – Form of opinion of special Bermuda counsel
Exhibit C-4 – Form of opinion of special New York counsel
Exhibit D – Form of Borrower Assumption Agreement
Exhibit E – Form of Subsidiary Guaranty
Exhibit F – Form of Borrowing Request
Exhibit G – Form of Release Request
Exhibit H-1 – Form of opinion of special Luxembourg counsel (Borrower Assumption Agreement)
Exhibit H-2 – Form of opinion of special New York counsel (Borrower Assumption Agreement)

364-DAY SENIOR BRIDGE LOAN AGREEMENT (Fire & Safety and Engineered Products Businesses) dated as of April 25, 2007 (the “Closing Date”), among TYCO INTERNATIONAL GROUP S.A., a Luxembourg company (the “Initial Borrower”), TYCO INTERNATIONAL LTD., a Bermuda company (the “Guarantor”), TYCO INTERNATIONAL FINANCE S.A. a Luxembourg company (the “T Borrower”), the LENDERS party hereto, and CITIBANK, N.A., as Administrative Agent.

The parties hereto agree as follows:

ARTICLE I

Definitions

Section 1.01 Defined Terms. As used in this Agreement, the following terms have the meanings specified below:

“ABR”, when used in reference to any Loan or Borrowing, means that such Loan, or the Loans comprising such Borrowing, bear interest at a rate per annum equal to the Alternate Base Rate.

“Accumulated Other Comprehensive (Loss) Income” on any date means the amount of “Accumulated Other Comprehensive (Loss) Income” of the Guarantor and its Subsidiaries as of the end of the most recently completed fiscal quarter of the Guarantor prior to such date of determination determined on a consolidated basis in accordance with GAAP.