AMENDMENT NO. 1 TO FIVE-YEAR SENIOR CREDIT AGREEMENT (HEALTHCARE BUSINESSES)

Exhibit 10.19

AMENDMENT NO. 1 TO FIVE-YEAR SENIOR CREDIT AGREEMENT

(HEALTHCARE BUSINESSES)

AMENDMENT NO. 1 TO FIVE-YEAR SENIOR CREDIT 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 Five-Year Senior Credit Agreement, dated as of April 25, 2007 (as amended, supplemented or otherwise modified from time to time through the date of this amendment, the “Credit Agreement”).

(2) The parties desire to amend the Credit 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 Credit 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 Credit Agreement.

Section 1.02 Rules of Construction. The rules of construction set forth in Section 1.03 of the Credit Agreement shall apply to this Amendment as if fully set forth herein.

ARTICLE II

AMENDMENTS TO CREDIT AGREEMENT

Section 2.01 Amendment to the Section 1.01: Defined Terms. Section 1.01 of the Credit Agreement is hereby amended by deleting the definitions for each of “Fitch Rating”, “▇▇▇▇▇’▇ 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.

“▇▇▇▇▇’▇ Rating” means, at any time, the rating published by ▇▇▇▇▇’▇ 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 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 Credit 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 after giving effect to this Amendment, no Default or Event of Default shall have occurred and be continuing.

Section 4.02 References to Agreement. The Credit 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 Credit Agreement to “this Agreement”, “hereunder”,

“herein” or words of like import, and each reference in any other document executed in connection with the Credit 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 Credit Agreement as amended hereby.

Section 4.03 Continued Effectiveness; Ratification of Loan Documents. The Credit 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 satisfaction of the conditions set forth in Section 4.01, this Amendment shall be binding upon and inure to the benefit of the 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.

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