Amendment No. 2 To 364-day Senior Bridge Loan Agreement

Exhibit 10.17

AMENDMENT NO. 2 TO SENIOR BRIDGE LOAN AGREEMENT

(HEALTHCARE BUSINESSES) AMENDMENT NO. 2 TO SENIOR BRIDGE LOAN AGREEMENT (Healthcare Businesses) (this " Amendment" ), dated as of November 6, 2007, among COVIDIEN INTERNATIONAL FINANCE S.A., a Luxembourg company (the " Borrower" ), COVIDIEN LTD., a Bermuda company (the " Guarantor" ), each Person executing this Amendment as a Lender, and CITIBANK, N.A., as Administrative Agent.

PRELIMINARY STATEMENTS

(1) The Borrower, the 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) The parties desire to amend the Bridge Loan Agreement to clarify certain provisions relating to the ratings used to determine the interest rate margin and facility fee payable under the terms of the existing Bridge Loan Agreement. 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 BRIDGE LOAN AGREEMENT

Section 2.01 Amendment to the Section 1.01: Defined Terms . Section 1.01 of the Bridge Loan Agreement is hereby amended by deleting the definitions for each of " Fitch Rating" , " Moody' s Rating" and " S&P Rating" and inserting the definitions set forth below for each of the defined terms:

" Fitch Rating" means, at any time, the rating published by Fitch of the Borrower' s Index Debt, or, if prior to the date that the initial Index Debt ratings are available with respect to the Borrower, the ratings of the senior, unsecured long-term indebtedness for borrowed money of the Guarantor issued by Fitch. " Moody' s Rating" means, at any time, the rating published by Moody' s of the Borrower' s Index Debt, or, if prior to the date that the initial Index Debt ratings are available with respect to the Borrower, the ratings of the senior, unsecured long-term indebtedness for borrowed money of the Guarantor issued by Moody' s.

" S&P Rating" means, at any time, the rating published by S&P of the Borrower' s Index Debt, or, if prior to the date that the initial Index Debt ratings are available with respect to the Borrower, the ratings of the senior, unsecured long-term indebtedness for borrowed money of the Guarantor issued by S&P.

Section 2.02 Amendment to Schedule 1.01; Pricing Grid . Schedule 1.01 of the Bridge Loan Agreement is hereby amended by deleting the text following the pricing grid contained on such schedule and inserting the text attached as Exhibit A hereto in lieu thereof.

ARTICLE III

REPRESENTATIONS AND WARRANTIES Section 3.01 Representations and Warranties . 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.

Section 3.02 No Default . Each of the Obligors represents and warrants to the Administrative Agent and each Lender that as of the date hereof, 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 shall be deemed effective as of the date of the Spin Distributions (the " Amendment Effective Date" ) provided that the following conditions precedent shall have been satisfied on or as of the date hereof (unless waived by the Required Lenders):

(a) The Administrative Agent (or its counsel) shall have received this Amendment, duly executed and delivered by the Borrower, the Guarantor, the Administrative Agent and the Required Lenders.

(b) As of the date hereof, 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 date hereof 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.

(c) As of the date hereof, and a ...