INDEMNIFICATION AGREEMENTIndemnification Agreement • July 5th, 2007 • Covidien Ltd. • Surgical & medical instruments & apparatus • New York
THIS AGREEMENT is entered into, effective as of June 30, 2007, by and between Covidien Ltd., a Bermuda Company (the “Company”), and (“Indemnitee”).
364-DAY SENIOR BRIDGE LOAN AGREEMENT (Healthcare Businesses) dated as of April 25, 2007 among TYCO INTERNATIONAL GROUP S.A., Initial Borrower TYCO INTERNATIONAL LTD., Initial Guarantor COVIDIEN INTERNATIONAL FINANCE S.A., H Borrower COVIDIEN LTD., H...Day Senior Bridge Loan Agreement • July 5th, 2007 • Covidien Ltd. • Surgical & medical instruments & apparatus • New York
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
GUARANTOR ASSUMPTION AGREEMENT (Healthcare Businesses)Guarantor Assumption Agreement • July 5th, 2007 • Covidien Ltd. • Surgical & medical instruments & apparatus • New York
This Assignment and Assumption Agreement (Healthcare Businesses) (this “Agreement”) is made and dated as of June 29, 2007, by and between Tyco International Ltd., a Bermuda company (the “Assignor”), and Covidien Ltd., a Bermuda company (the “Assignee”).
AMENDMENT NO. 1 TO 364-DAY SENIOR BRIDGE LOAN AGREEMENT (HEALTHCARE BUSINESSES)Covidien Ltd. • July 5th, 2007 • Surgical & medical instruments & apparatus • New York
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.
TAX SHARING AGREEMENT by and among TYCO INTERNATIONAL LTD., COVIDIEN LTD., and TYCO ELECTRONICS LTD. Dated as of June 29, 2007Tax Sharing Agreement • July 5th, 2007 • Covidien Ltd. • Surgical & medical instruments & apparatus • New York
THIS TAX SHARING AGREEMENT (this “Agreement”) is made and entered into as of the 29th day of June, 2007, by and among Tyco International Ltd., a Bermuda corporation (“Tyco”), Covidien Ltd., a Bermuda corporation (“Healthcare”), and Electronics Ltd., a Bermuda corporation (“Electronics”). Each of Tyco, Healthcare, and Electronics is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
FIVE-YEAR SENIOR CREDIT AGREEMENT (Healthcare Businesses) dated as of April 25, 2007 among COVIDIEN INTERNATIONAL FINANCE S.A., Borrower TYCO INTERNATIONAL LTD., Initial Guarantor COVIDIEN LTD., H Guarantor The Lenders Party Hereto and CITIBANK, N.A....Senior Credit Agreement • July 5th, 2007 • Covidien Ltd. • Surgical & medical instruments & apparatus • New York
FIVE-YEAR SENIOR CREDIT AGREEMENT (Healthcare Businesses) dated as of April 25, 2007 (the “Closing Date”), among COVIDIEN INTERNATIONAL FINANCE S.A., a Luxembourg company (the “Borrower”), TYCO INTERNATIONAL LTD., a Bermuda company (the “Initial Guarantor”), COVIDIEN LTD., a Bermuda company (the “H Guarantor”), the LENDERS party hereto, and CITIBANK, N.A., as Administrative Agent.
PERSONAL & CONFIDENTIALCovidien Ltd. • July 5th, 2007 • Surgical & medical instruments & apparatus
As part of the compensation package for members of the Board of Directors of Covidien Ltd. (the “Company”), you have been awarded 2,090 restricted stock units (the “Units”) pursuant to Section 4.7 of the Covidien Ltd. 2007 Stock and Incentive Plan (the “Plan”), a copy of which is enclosed herewith. This RSU Letter Agreement describes the material terms of the grant.
