PEMBROKE, Bermuda -- Tyco International Ltd. (NYSE - TYC, BSX - TYC, LSE - TYI) today announced that it has obtained commitment letters from various banks for a new $1.5 billion credit facility. Tyco expects the new credit facility to be in place prior to the February 2003 expiration of its existing 364-Day Credit Agreement. The commitments are subject to various conditions, including the absence of any material adverse change in Tyco's business, the absence of any downgrade in Tyco's credit ratings and successful completion of Tyco's privately placed debenture offering announced earlier today. Tyco has also reaffirmed its previously announced guidance for the first quarter of fiscal 2003. Earnings per share from continuing operations are expected to be in a range of 30 cents to 33 cents and free cash flow is expected to approximate $0 to $300 million. Tyco refers to the net amount of cash generated from operating activities, less capital expenditures, spending on the Tyco Global Network (TGN), changes due to the company's accounts receivable securitization program, and dividends, as "free cash flow." Free cash flow is not a substitute for cash flow from operating activities as determined in accordance with GAAP. Tyco further announced that in order to alleviate concerns that senior unsecured debt at Tyco's various holding companies would be structurally subordinate to claims by direct creditors of Tyco's operating subsidiaries, Tyco has agreed that its material operating subsidiaries will guarantee their pro rata share of finance subsidiary intercompany debt to Tyco International Group S.A. ("TIGSA"), a wholly owned subsidiary of Tyco, and TIGSA will guarantee Tyco's outstanding Zero Coupon Senior Liquid Yield Option Notes due 2020. Tyco expects the guarantees to be in place shortly. In a separate release: Tyco International Ltd. (NYSE - TYC, BSX - TYC, LSE - TYI) today announced its intent to offer, subject to market and other conditions, $3.25 billion combined principal amount of Series A Convertible Senior Debentures due 2018 and Series B Convertible Senior Debentures due 2023 through its wholly-owned subsidiary, Tyco International Group S.A. The debentures are fully and unconditionally guaranteed by Tyco and will be convertible into Tyco common shares at the option of the holder at a price to be determined. Tyco intends to use the net proceeds to repay debt and for general corporate purposes. The initial purchasers of the debentures will also have a 30-day option to purchase additional debentures, which, if exercised, would give Tyco additional net proceeds. The debentures will be offered to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933. The debentures will not be registered under the Securities Act. Unless so registered, the debentures may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the debentures in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. Tyco International Ltd.