Exhibit 10.2

Conformed Copy

AMENDMENT NO. 1 TO 364-DAY SENIOR BRIDGE LOAN AGREEMENT

(HEALTHCARE BUSINESSES)

AMENDMENT NO. 1 TO 364-DAY SENIOR BRIDGE LOAN AGREEMENT (Healthcare Businesses) (this “ Amendment ”), dated as of May 25, 2007, among TYCO INTERNATIONAL GROUP S.A., a Luxembourg company (the “ Initial Borrower ”), TYCO INTERNATIONAL LTD., a Bermuda company (the “ Initial Guarantor ”), COVIDIEN INTERNATIONAL FINANCE S.A., a Luxembourg company (the “ H Borrower ”), COVIDIEN LTD., a Bermuda company (the “ H Guarantor ”), each Person executing this Amendment as a Lender, and CITIBANK, N.A., as Administrative Agent.

PRELIMINARY STATEMENTS

(1)           The Initial Borrower, the Initial Guarantor, the H Borrower, the H 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)           On May 14, 2007, the Initial Guarantor entered into a memorandum of understanding (“ Memorandum of Understanding ”) to settle certain securities class action lawsuits (“ Securities Class Action Lawsuits ”) involving its stock and the conduct of its former management, stemming from a consolidated securities class action complaint filed in January 2003 on behalf of a class of shareholders who purchased or otherwise acquired publicly traded securities of the Initial Guarantor during the period from December 1999 to June 2002.  Under the terms of the Memorandum of Understanding, the Initial Guarantor will establish a $2.975 billion cash settlement fund (the “ Settlement Fund ”) for payment of plaintiffs’ claims in the consolidated securities class action cases.

(3)           The Initial Borrower, the Initial Guarantor, the H Borrower, the H Guarantor, the Lenders party hereto and the Administrative Agent desire to amend the Bridge Loan Agreement in certain respects, including, inter alia , to increase the Lenders’ commitments and provide for a second tranche of Borrowings thereunder, the proceeds of which are to be used to fund the redemption by the Initial Borrower of certain of its Capital Stock from the Initial Guarantor, the proceeds of which redemption are to be applied to fund the Settlement Fund.

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 in Annex I hereto.

Section 2.02.        Amendments to Article II of the Bridge Loan Agreement.

(a)           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 (a) make Tranche A Loans to the Borrower from time to time during the Tranche A Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Tranche A Credit Exposure exceeding such Lender’s Tranche A Commitment or (ii) the total Tranche A Credit Exposures exceeding the total Tranche A Commitments and (b) make Tranche B Loans to the Borrower from time to time during the Tranche B Availability Period in an aggregate principal amount that will not result in (i) such Lender’s Tranche B Credit Exposure exceeding such Lender’s Tranche B Commitment or (ii) the total Tranche B Credit Exposures exceeding the total Tranche B 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 amended by deleting such section and replacing it with the following:

“(a)         To request a Borrowing, the Borrower shall notify the Administrative Agent of such request by telephone, facsimile or electronic mail (i) in the case of a Eurodollar Borrowing, not later than 11:00 a.m., New York City time, three Business Days before the date of the proposed Borrowing (except as provided in Section 2.03(b)) or (ii) in the case of an ABR Borrowing, not later than 11:00 a.m., New York City time, on the date of the proposed Borrowing.  Each Borrowing Request shall be irrevocable and if made telephonically, shall be confirmed promptly, by hand delivery, facsimile or electronic mail of a written Borrowing Request in the form attached as Exhibit F, and be executed by a Managing Director of the Borrower or another authorized borrowing representative of the Borrower, as notified by the Borrower to the Administrative Agent from time to time.  No more than a total of five Borrowing Requests with respect to Tranche A Loans may be made by the Borrower during the Tranche A Availability Period and no more than a total of two Borrowing Requests with respect to Tranche B Loans may be made by the Borrower during the Tranche B Availability Period, with each telephonic Borrowing Request specifying the information contained in clauses (i), (ii), (iv) and (v) below and with each written Borrowing Request specifying the information contained in clauses (i) through (vi) below, in each case, in compliance with Section 2.02:

(i)            the aggregate amount of the requested Borrowing;

2

(ii)           the date of such Borrowing, which shall be a Business Day;

(iii)          whether such Borrowing is to consist of Tranche A Loans or Tranche B Loans (or both) and with respect to Tranche A Loans, a list of the Allocated Existing Indenture Debt and/or Allocated Existing Credit Agreement Debt being repaid or redeemed, or with respect to which a consent fee is being paid, in each case, with the proceeds of such Borrowing (either by direct disbursement or advance deposit with the trustee, paying agent or fiscal agent for such Debt), setting forth (x) a description of each series or tranche of Allocated Existing Indenture Debt and/or Allocated Existing Credit Agreement Debt then being repaid or redeemed or irrevocably called for redemption, or with respect to which a consent fee is then being paid, (y) a reasonably detailed description of the amounts payable (including premiums, if any, consent fees and other related fees, costs and expenses, including professional fees) in connection with such series or tranche of such Allocated Existing Indenture Debt and/or Allocated Existing Credit Agreement Debt and (z) the Person to which each such payment shall be made;

(iv)          whether such Borrowing is to be an ABR Borrowing or a Eurodollar Borrowing;

(v)           in the case of a Eurodollar Borrowing, the initial Interest Period to be applicable thereto, which shall be a period contemplated by the definition of the term “Interest Period”; and

(vi)          the location and number of the account or accounts to which funds are to be disbursed, which in the case of any Tranche B Loan shall be the Settlement Escrow Account and, in any case, shall otherwise comply with the requirements of Section 2.05.

If no election as to the Type of Borrowing is specified, then the requested Borrowing shall be an ABR Borrowing.  If no Interest Period is specified with respect to any requested Eurodollar Borrowing, then the Borrower shall be deemed to have selected an Interest Period of one month’s duration.  Promptly following receipt of a Borrowing Request in accordance with this Section, the Administrative Agent shall advise each Lender of the details thereof and of the amount of such Lender’s Tranche A Loan and/or  Tranche B Loan to be made as part of the requested Borrowing.”

(c)           Section 2.07 of the Bridge Loan Agreement is hereby amended by deleting such section and replacing it with the following:

“ Section 2.07        Termination and Reduction of Commitments .  (a)        The unused Tranche A Commitments shall automatically terminate at the end of the Tranche A Availability Period and the unused  Tranche B Commitments shall automatically terminate at the end of the Tranche B Availability Period.

(b)           The Borrower may at any time terminate, or from time to time reduce, the Tranche A Commitments and/or the Tranche B Commitments; provided that (i) each reduction of Commitments shall be in an amount that is an integral multiple of $1,000,000 and not less than $10,000,000 and (ii) the Borrower shall not terminate or

3

reduce any Commitments if, after giving effect to any concurrent prepayment of Loans in accordance with Section 2.09, the total Credit Exposures under the relevant Tranche would exceed the total Commitments under the relevant Tranche.

(c)           The Borrower shall notify the Administrative Agent of any election to terminate or reduce Commitments under paragraph (b) of this Section at least three Business Days prior to the effective date of such termination or reduction, specifying such election and the effective date thereof, provided that a notice of termination of Commitments delivered by the Borrower may state that such notice is conditioned upon the effectiveness of other credit facilities, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.  Promptly following receipt of any notice, the Administrative Agent shall advise the Lenders of the contents thereof.  Any termination or reduction of Commitments shall be permanent.  Each reduction of the Commitments under either Tranche shall be made ratably among the Lenders in accordance with their respective Commitments under such Tranche.”

(d)           Section 2.08(a) of the Bridge Loan Agreement is hereby amended by deleting such section and replacing it with the following:

“(a)         The Borrower hereby unconditionally promises to pay to the Administrative Agent for the account of each Lender (i) the then unpaid principal amount of each Tranche A Loan on the Tranche A Maturity Date and (ii) the then unpaid principal amount of each Tranche B Loan on the Tranche B Maturity Date.”

(e)           Section 2.08(c) of the Bridge Loan Agreement is hereby amended by adding the words “Tranche and” before the word “Type” in clause (i) of such Section.

(f)            Section 2.08(e) of the Bridge Loan Agreement is hereby amended by deleting such section and replacing it with the following:

“(e)         Any Lender may request that Tranche A Loans and/or Tranche B Loans made by it be evidenced by a Notes.  In such event, the Borrower shall prepare, execute and deliver to such Lender a Tranche A Note and/or a Tranche B Note, as applicable, payable to the order of such Lender (or, if requested by such Lender, to such Lender and its registered assigns).  Thereafter, the Loans evidenced by such Note and interest thereon shall at all times (including after assignment pursuant to Section 10.04) be represented by one or more Notes payable to the order of the payee named therein (or, if such Note is a registered note, to such payee and its registered assigns).”

(g)           Section 2.09(c) of the Bridge Loan Agreement is hereby amended by adding, immediately before the last sentence in such Section, the following sentence:  “Any such reduction of unused Commitments shall be applied first to the unused Tranche A Commitments and then, if the unused Tranche A Commitments have been reduced to zero, to the unused Tranche B Commitments.”

(h)           Section 2.09(d) of the Bridge Loan Agreement is hereby amended by adding, immediately before the last sentence in such Section, the following sentence:  “Any such

4

required prepayment of Loans shall be applied first to the Tranche A Loans and then, if the Tranche A Loans have been paid in full, to the Tranche B Loans.”

(i)            Section 2.11(d) of the Bridge Loan Agreement is amended by deleting such section and replacing it with the following:

“(d)         Accrued interest on each Loan shall be payable in arrears on each Interest Payment Date for such Loan and upon termination of the Tranche A Commitments or Tranche B Commitments, as applicable; provided that (i) interest accrued pursuant to paragraph (c) of this Section shall be payable on demand, (ii) in the event of any repayment or prepayment of any Loan (other than a prepayment of an ABR Loan prior to the end of the Tranche A Availability Period or Tranche B Availability Period, as applicable), accrued interest on the principal amount repaid or prepaid shall be payable on the date of such repayment or prepayment and (iii) in the event of any conversion of any Eurodollar Loan prior to the end of the current Interest Period therefor, accrued interest on such Loan shall be payable on the effective date of such conversion.”

Section 2.03.        Amendments to Article V of the Bridge Loan Agreement.

(a)           Section 5.06 of the Bridge Loan Agreement is amended by deleting such section and replacing it with the following:

“ Section 5.06.      Use of Proceeds .  (a) No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the Regulations of the Board, including Regulations T, U and X.

(b)           The proceeds of the Tranche A Loans made under this Agreement may be (i) used to repay the amounts outstanding under the Allocated Existing Credit Agreement Debt and/or (ii) used to repay principal and accrued interest, premium (if any), consent fees and/or other related fees, costs and expenses (including professional fees) payable on or with respect to Allocated Existing Indenture Debt, which amounts (other than amounts relating to Special Repayments and consent fees being paid in lieu of repayment of Allocated Existing Indenture Debt) are payable upon the closing of the tender offers commenced for the repurchase of Allocated Existing Indenture Debt; and

(c)           The proceeds of the Tranche B Loans may be used solely to fund the redemption of Capital Stock of the Initial Borrower held by the Initial Guarantor, the proceeds of which redemption are to be applied to fund the Settlement Escrow Account.”

(b)           The following new sections are added to the end of Article V:

“ Section 5.13 Settlement Notices.

(a)           Promptly following the effectiveness of the Settlement Agreement, the Guarantor shall promptly notify the Administrative Agent in writing of the same (which notice the Administrative Agent shall promptly furnish to each Lender).

5

(b)           In the event the Settlement Unwind Date occurs, the Guarantor shall, on such date, notify the Administrative Agent in writing of such occurrence (which notice the Administrative Agent shall promptly furnish to each Lender).”

Section 2.04.        Amendments to Schedules and Exhibits.

(a)           Schedule 2.01 of the Bridge Loan Agreement is amended by deleting such schedule and replacing with the schedule attached hereto as Schedule A.

(b)           Exhibit A to the Bridge Loan Agreement shall be replaced with the exhibit set forth as Annex B hereto.

(c)           The document attached as Annex C hereto shall be added to the Bridge Loan Agreement as Exhibit A-2.

(d)           Exhibit B to the Bridge Loan Agreement shall be replaced with the document set forth as Annex D hereto.

(e)           Exhibit D to the Bridge Loan Agreement shall be replaced with the exhibit set forth as Annex E hereto.

(f)            Exhibit F to the Bridge Loan Agreement shall be replaced with the exhibit set forth as Annex F hereto.

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, and after giving effect to this Amendment, the representations and warranties set forth in Article III of the Bridge Loan Agreement 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 (as defined below) 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.

6

(c)           Each Obligor represents and warrants to the Administrative Agent and each Lender that, on and as of the Amendment Effective Date (as defined below), (i) the Memorandum of Understanding is in full force and effect, and (ii) the Initial Guarantor has not delivered or received any notice terminating the Memorandum of Understanding.

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.

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, including each Lender whose commitment is increased by this Amendment):

(a)           The Administrative Agent (or its counsel) shall have received each of the following, each dated as of the Amendment Effective Date unless otherwise indicated or agreed to by the Administrative Agent, in form and substance satisfactory to the Administrative Agent:

(i)            this Amendment, duly executed and delivered by the Borrower, each Guarantor, the Administrative Agent and each of the Required Lenders (including each Lender whose Commitment is increased by this Amendment);

(ii)           a Tranche A Note and a Tranche B Note executed by the Initial Borrower in favor of any requesting Lender, it being understood that any existing Note issued on the Effective Date shall be canceled simultaneously upon delivery of the respective Tranche A Note and Tranche B Note; and

(iii)          such other assurances, certificates and documents as the Administrative Agent shall have reasonably requested reasonably in advance of the scheduled Amendment Effective Date in connection with this Amendment.

(b)           There shall have been paid to the Administrative Agent, for the account of the Administrative Agent and the Lenders, as applicable, all fees due and payable on or before the Amendment Effective Date, and all expenses due and payable on or before the Amendment Effective Date.

(c)           As of the Amendment Effective Date, and after giving effect to this Amendment, the representations and warranties set forth in Section 3.01 of this Amendment 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.

(d)           As of the Amendment Effective Date, and after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

7

Section 4.02.        References to Agreement .  The Bridge Loan Agreement and this Amendment shall be read, taken and construed as one and the same instrument from and after the Amendment Effective Date.  Any references in the Bridge Loan Agreement to “this Agreement”, “hereunder”, “herein” or words of like import, and each reference in any other document executed in connection with the Bridge Loan Agreement (including, without limitation, the Notes), to “the Agreement”, “thereunder”, “therein” or words of like import, shall, from and after the Amendment Effective Date, mean and be a reference to the Bridge Loan Agreement as amended hereby.

Section 4.03.        Continued Effectiveness; Ratification of Loan Documents .  The Bridge Loan Agreement and the other Loan Documents, each as modified by this Amendment, are and shall continue to be in full force and effect and are hereby ratified and confirmed in all respects.

ARTICLE V
MISCELLANEOUS

Section 5.01.        Execution in Counterparts .  This Amendment may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any electronic means that reproduces an image of the actual executed signature page shall be effective as delivery of a manually executed counterpart of this Amendment.

Section 5.02.        Fees, Costs and Expenses .  The Borrower agrees to pay all reasonable out of pocket expenses incurred by the Administrative Agent, including the reasonable fees, charges and disbursements of counsel for the Administrative Agent, in connection with the preparation, negotiation, execution, delivery and administration of this Amendment and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof and thereof (whether or not the transactions contemplated hereby or thereby shall be consummated).

Section 5.03.        Loan Document .  This Amendment shall be deemed to be a Loan Document.

Section 5.04.        Binding Effect .  Upon the Amendment Effective Date, this Amendment shall be binding upon and inure to the benefit of the Initial Borrower, the Guarantor, the Lenders and the Administrative Agent and, in each case, their respective successors and assigns.

Section 5.05.        Governing Law .  This Amendment shall be governed by, and construed in accordance with, the law of the State of New York.

[Remainder of page intentionally left blank]

8

[Signature Page to Amendment No. 1 to
364-Day Senior Bridge Loan Agreement (Healthcare)]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first above written.

Annex I

Definitions

“ 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.

“ Administrative Agent ” means Citibank, N.A., in its capacity as administrative agent for the Lenders under this Agreement and the other Loan Documents, or any successor administrative agent.

“ Administrative Agent’s Office ” means the office address, facsimile number, electronic mail address, telephone number and account information set forth on Schedule 10.01 with respect to the Administrative Agent or such other address, facsimile number, electronic mail address, telephone number or account information as shall be designated by the Administrative Agent in a notice to the Borrower and the Lenders.

“ Affiliate ” means, with respect to a specified Person, another Person that directly, or indirectly through one or more intermediaries, controls or is controlled by or is under common control with the Person specified.  For purposes of this definition, the term “ control ” (including the terms “ controlling ” and “ under common control with ”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise.

“ Allocated Existing Credit Agreement Debt ” means the portion of the Debt under the Existing Tyco Credit Agreements to be allocated to the H Borrower in connection with the Separation Transactions, and which may be repaid with the proceeds of the Tranche A Loans.

“ Allocated Existing Indenture Debt ” means the portion of the Existing Indenture Debt to be allocated to the H Borrower in connection with the Separation Transactions, and which may be repaid with the proceeds of the Tranche A Loans.

“ Alternate Base Rate ” means, for any day, a rate per annum equal to the greater of (a) the Base Rate in effect on such day and (b) the Federal Funds Effective Rate in effect on such day plus ½ of 1%.  Any change in the Alternate Base Rate due to a

change in the Prime Rate or the Federal Funds Effective Rate shall be effective from and including the effective date of such change in the Base Rate or the Federal Funds Effective Rate, respectively.

“ Applicable Margin ” means, with respect to any Eurodollar Loan, either (i) at any time during which less than 50% of the aggregate Commitments are being utilized, the rate per annum set forth on the Pricing Grid opposite the reference to the applicable Index Debt Rating under the heading “Applicable Margin” and under the sub-heading “Less than 50% of the Commitments Utilized”, or (ii) at any time during which 50% or more of the then applicable aggregate Commitments are being utilized, the rate per annum set forth on the Pricing Grid opposite the reference to the applicable Index Debt Rating under the heading “Applicable Margin” and under the sub-heading “50% or More of the Commitments Utilized”; any change in the Applicable Margin resulting from an Index Debt Rating Change or an aggregate Commitment utilization change shall be determined in accordance with Schedule 1.01 and shall be effective on the date of such Index Debt Rating Change or utilization change, as the case may be.

“ Applicable Percentage ” means, with respect to any Lender, the percentage (rounded to the ninth decimal) of the total Commitments in effect at any given time represented by such Lender’s Commitment; provided that if (a) the Tranche A Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the outstanding principal amounts of the Tranche A Loans made by the respective Lenders and (b) if the Tranche B Commitments have terminated or expired, the Applicable Percentages shall be determined based upon the outstanding principal amount of the Tranche B Loans made by the respective Lenders.

“ Approved Fund ” has the meaning assigned to such term in Section 10.04.

“ Assignment and Assumption ” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.04), and accepted by the Administrative Agent, in the form of Exhibit B or any other form approved by the Administrative Agent.

“ Base Rate ” means the rate of interest per annum publicly announced from time to time by Citibank, N.A. as its base rate or prime rate in effect at its principal office in New York City.

2

“ Board ” means the Board of Governors of the Federal Reserve System of the United States of America.

“ Borrower ” means, until the Borrower Transition Time, the Initial Borrower, and from and after the Borrower Transition Time, the H Borrower.

“ Borrower Assumption Agreement ” means an assignment and assumption agreement entered into between the Initial Borrower and the H Borrower substantially in the form of Exhibit D.

“ Borrower Assumption Opinions ” means a written opinion (addressed to the Administrative Agent and the Lenders and dated the date of the Borrower Assumption Agreement) of (i) Allen & Overy, special Luxembourg counsel of the H Borrower, substantially in the form attached as Exhibit H-1 and (ii) Gibson, Dunn & Crutcher LLP, special New York counsel of the H Borrower, substantially in the form attached as Exhibit H-2, in each case with such changes to such forms as may be approved by the Administrative Agent.

“ Borrower Transition Time ” means the time of the consummation of the TIGSA Separation ( provided that the conditions set forth in Section 5.08(b) shall have been satisfied).

“ Borrowing ” means Loans of the same Tranche, Type, made, converted or continued on the same date and, in the case of Eurodollar Loans, as to which a single Interest Period is in effect.

“ Borrowing Request ” means a request by the Borrower for a Borrowing in accordance with Section 2.03.

“ Business Day ” means any day that is not a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to remain closed; provided that, when used in connection with a Eurodollar Loan, the term “ Business Day ” shall also exclude any day on which banks are not open for dealings in dollar deposits in the London interbank market.

“ Change in Law ” means (a) the adoption of any law, rule or regulation after the date of this Agreement, (b) any change in any law, rule or regulation or in the interpretation or application thereof by any Governmental Authority after the date of this Agreement or (c) compliance by any Lender (or, for purposes of Section 9.03(b), by any lending office of such Lender or by such Lender’s holding company, if any) with any request, guideline or directive (whether or not having the force of law) of any Governmental Authority made or issued after the date of this Agreement.

3

“ Closing Date ” means the date of this Agreement.

“ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

“ Commitment ” means, with respect to each Lender, such Lender’s Tranche A Commitment and Tranche B Commitment, collectively.

“ Communications ” has the meaning assigned to such term in Section 10.15.

“ Compensation Period ” has the meaning assigned to such term in Section 2.05(b).

“ Consolidated ” refers to the consolidation of accounts of the Guarantor and its consolidated Subsidiaries in accordance with GAAP.

“ Consolidated EBITDA ” means, for any fiscal period, Consolidated Net Income for such period plus the following, to the extent deducted in calculating such Consolidated Net Income:  (a) Consolidated Interest Expense, (b) income tax expense, (c) depreciation and amortization expense (d) any extraordinary expenses or losses, (e) losses on sales of assets outside of the ordinary course of business and losses from discontinued operations, (f) any losses on the retirement of debt identified in the Consolidated statements of cash flows and (g) any other nonrecurring or non-cash charges (including charges incurred with respect to the Transactions), and minus, to the extent included in calculating such Consolidated Net Income for such period, the sum of (a) any extraordinary income or gains, (b) gains on the sales of assets outside of the ordinary course of business and gains from discontinued operations, (c) any gains on the retirement of debt identified in the Consolidated statements of cash flows and (d) any other nonrecurring or non-cash income, all as determined on a Consolidated basis; provided that in calculating Consolidated EBITDA the effect of the Cross Guarantees shall be disregarded.  If during such period the Guarantor or any Subsidiary shall have made an acquisition, Consolidated EBITDA for such period shall be calculated after

4

giving pro forma effect thereto as if such acquisition occurred on the first day of such period.

“ Consolidated Interest Expense ” means, for any fiscal period (without duplication), (a) the Consolidated interest expense of the Guarantor and its Consolidated Subsidiaries for such period plus (b) if a Permitted Securitization Transaction outstanding during such period is accounted for as a sale of accounts receivable, chattel paper, general intang