EXHIBIT 10.1
SERVICES AGREEMENT
dated as of ______, 2000
between
TYCOM LTD.
and
TYCO INTERNATIONAL LTD.
TABLE OF CONTENTS
ARTICLE 1 Purchase and Sale of Services
Section 1.1. Purchase and Sale of Services
Section 1.2. Additional Services
ARTICLE 2 Service Costs; Other Charges
Section 2.1. Service Charges
Section 2.2. Invoicing and Payment of Service Charges
ARTICLE 3 The Services
Section 3.1. General Standard of Service
Section 3.2. Limitation of Liability
Section 3.3. Indemnification of Tyco by TyCom
Section 3.4. Indemnification of TyCom by Tyco
Section 3.5. Notice of Certain Matters
ARTICLE 4 Term and Termination
Section 4.1. Term
Section 4.2. Termination
Section 4.3. Effect of Termination
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ARTICLE 5 Additional Agreements
Section 5.1. Confidential Information
Section 5.2. Financial Support Arrangements
ARTICLE 6 Miscellaneous
Section 6.1. No Agency
Section 6.2. Subcontractors
Section 6.3. Force Majeure
Section 6.4. Entire Agreement
Section 6.5. Notices
Section 6.6. Governing Law
Section 6.7. WAIVER OF JURY TRIAL
Section 6.8. Severability
Section 6.9. Amendment
Section 6.10. Counterparts
Schedule I Services
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Exhibit 10.1
SERVICES AGREEMENT
------------------
THIS SERVICES AGREEMENT (this "Agreement") is entered into as of ________,
2000 by and between TyCom Ltd., a Bermuda company ("TyCom"), and Tyco
International Ltd., a Bermuda company ("Tyco").
RECITALS
WHEREAS, Tyco indirectly owned 100% of the outstanding common shares of
TyCom prior to the consummation of the initial public offering of common shares
of TyCom (the "IPO");
WHEREAS, Tyco indirectly owns greater than 90% of the outstanding common
shares of TyCom after the consummation of the IPO;
WHEREAS, Tyco and Tyco Entities (as hereinafter defined) have heretofore
directly or indirectly provided certain administrative, financial, corporate and
other services to TyCom and TyCom Entities (as hereinafter defined), and TyCom
desires that Tyco and Tyco Entities provide certain services as hereinafter
described; and
WHEREAS, the parties desire that this Agreement become effective on the
date of the consummation of the IPO (the "Effective Date");
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Tyco and TyCom hereby agree as
follows:
ARTICLE 1
Purchase and Sale of Services
SECTION 1.1. Purchase and Sale of Services. (a) On the terms and
subject to the conditions of this Agreement and in consideration of the Service
Charges (as hereinafter defined), Tyco agrees to provide to TyCom and TyCom
subsidiaries (collectively, "TyCom Entities"), or procure the provision to TyCom
and TyCom Entities of, and TyCom agrees to purchase from, or through, Tyco and
Tyco subsidiaries (collectively "Tyco Entities"), the various services described
in Schedule I attached hereto and made a part hereof (collectively, "Services").
Unless otherwise specifically agreed in writing by Tyco and TyCom, each of the
Services shall be substantially similar in scope, quality, and nature to those
customarily provided by Tyco and Tyco Entities to, or procured on behalf of,
TyCom and/or any one of the TyCom Entities prior to the Effective Date.
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(b) It is understood that (i) Services shall, at the request of TyCom or
any one of the TyCom Entities, be provided to TyCom Entities and (ii) Tyco may
satisfy its obligation to provide or procure hereunder by itself providing or by
causing one or more Tyco Entities to provide or procure such Services.
Section 1.2. Additional Services. In addition to the Services to be
provided or procured by Tyco and Tyco Entities hereunder, if requested by TyCom
or by any one of the TyCom Entities, and to the extent that Tyco and TyCom may
agree, Tyco or the appropriate Tyco Entities shall provide additional services
(including services not provided by Tyco or the Tyco Entities prior to the
Effective Date) to TyCom and TyCom Entities. The scope of any such services, as
well as the term, costs, and other terms and conditions applicable to such
services, shall be as agreed by Tyco and TyCom. Such services shall be set forth
in an amended Schedule I hereto to be agreed between Tyco and TyCom.
ARTICLE 2
Service Charges
Section 2.1. Service Charges. TyCom agrees to pay to Tyco or the
appropriate Tyco Entity in the manner set forth in Section 2.2 hereof Service
Charges applicable to each of the Services provided or procured by Tyco or by
Tyco Entities ("Service Charges"). The Service Charges shall be calculated using
US generally accepted accounting principles and the aggregate for all Service
Charges due to Tyco or any Tyco Entity in any fiscal year will be as follows:
1.0% on the first US $2.0 billion of TyCom annual net revenue; 0.75% on TyCom
annual net revenue over US $2.0 billion up to US $5.0 billion; and 0.50% on
TyCom annual net revenue in excess of US $5.0 billion. The initial calculation
shall be based on the fiscal year 2000 annual net revenues of TyCom, and
subsequent calculations shall be based on the annual net revenue for each fiscal
year of TyCom during the term of this Agreement. For such items as employee
benefit plans, insurance coverage, and other identifiable costs, Tyco will
charge TyCom based upon direct costs that are attributable to TyCom and the
TyCom Entities. Service Charges for Services that are provided or procured by
Tyco and Tyco Entities hereunder for periods of less than one year shall be
charged on a prorated basis as appropriate. The amount of the Service Charges
will be reviewed and adjusted annually by mutual agreement of TyCom and Tyco.
Section 2.2. Invoicing and Payment of Service Charges. (a) Tyco or the
appropriate Tyco Entities shall invoice TyCom or the appropriate TyCom Entities
for Service Charges from time to time, but no less frequently than on a
quarterly basis. Such invoices shall show the calculation of and describe the
Service Charges payable to Tyco or the appropriate Tyco Entities in accordance
with this Article and shall contain a summary description of the Services to
which they relate. The Service Charges for each year shall be based on estimates
for such year as agreed upon by Tyco and TyCom, and Tyco or the appropriate Tyco
Entities shall invoice TyCom or the appropriate TyCom Entities based on such
estimates. Within 30 days after the end of each fiscal year, Tyco or the
appropriate Tyco Entities shall adjust their invoices based on the level of
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Services actually provided by Tyco or Tyco Entities to TyCom or TyCom Entities
during such year and shall submit an adjusted invoice to TyCom or the
appropriate TyCom Entities. Tyco or the appropriate Tyco Entities shall provide
TyCom or the appropriate TyCom Entities with documentation supporting any such
adjustment together with the adjusted invoice. TyCom and the TyCom Entities
shall have the right to audit Tyco's and Tyco Entities' records regarding the
information used by Tyco or the appropriate Tyco Entities to calculate the
Service Charges. In the event that it shall be determined that the actual
amounts of the Service Charges shall require a payment by TyCom or any TyCom
Entity to Tyco or any Tyco Entity or a reimbursement by Tyco or any Tyco Entity
to TyCom or any TyCom Entity, such payment or reimbursement, as the case may be,
shall be made within 30 days after such determination.
(b) TyCom and each appropriate TyCom Entity agree to pay each invoice
for Service Charges in full on or before 30 days after the date on which Tyco or
the appropriate Tyco Entity invoices TyCom or the appropriate TyCom Entity for
the Service Charges (each, a "Payment Date"). If TyCom or the TyCom Entity fails
to make any payment within 30 days after the relevant Payment Date, TyCom or the
TyCom Entity shall be obligated to pay, in addition to the amount due on such
Payment Date, interest on such amount at the prime, or best, rate (as of such
Payment Date as quoted from time to time in the Wall Street Journal) compounded
monthly from the relevant Payment Date through the date of payment.
ARTICLE 3
The Services
Section 3.1. General Standard of Service. Except as otherwise agreed by
Tyco and TyCom in writing or described in this Agreement, and provided that Tyco
is not restricted by contracts with third parties or by applicable law, Tyco
agrees that the nature, quality, and standard of care applicable to the delivery
of the Services hereunder shall be substantially the same as that of the
Services which Tyco and Tyco Entities provided prior to the Effective Date to
Tyco Entities and at least that provided by Tyco to TyCom Entities prior to the
Effective Date. Tyco shall use its reasonable efforts to ensure that the nature
and quality of Services provided to TyCom and TyCom Entities, either by Tyco or
Tyco Entities directly or through administrators under contract, shall be
undifferentiated as compared with the same services provided to or on behalf of
Tyco Entities prior to the Effective Date. Subject to Tyco's express obligations
under this Agreement, the management of and control over the provision of the
Services shall reside solely with Tyco. Without limiting the generality of the
foregoing, all labor matters relating to employees of Tyco or Tyco Entities
(including, without limitation, employees involved in the provision of Services
to TyCom and TyCom Entities) shall be within the exclusive control of Tyco, and
no TyCom Entity shall take any action affecting such matters.
Section 3.2. Limitation of Liability. None of Tyco or the Tyco Entities
shall be liable for any special, indirect, incidental, or consequential damages
of any kind whatsoever (including,
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without limitation, attorneys' fees) in any way due to, resulting from or
arising in connection with any of the Services or the performance of or failure
to perform Tyco's obligations under this Agreement. This disclaimer applies,
without limitation, (i) to claims arising from the provision of the Services or
any failure or delay in connection therewith; (ii) to claims for lost profits;
(iii) regardless of the form of action, whether in contract, tort (including
negligence), strict liability, or otherwise; and (iv) regardless of whether such
damages are foreseeable or whether Tyco or Tyco Entities have been advised of
the possibility of such damages.
Section 3.3. Indemnification of Tyco by TyCom. TyCom shall indemnify and
hold harmless Tyco and each Tyco Entity and its directors, officers, agents and
employees (each, a "Tyco Indemnified Person") from and against any and all
claims, actions, causes of action, liabilities, losses or damages (collectively,
"Losses") arising out of or in connection with Services rendered by any Tyco
Indemnified Person pursuant to this Agreement; provided that TyCom shall not be
responsible for any Losses of any Tyco Indemnified Person that have resulted
from such Tyco Indemnified Person's negligence or willful misconduct in
connection with the Services.
Section 3.4. Indemnification of TyCom by Tyco. Subject to the provisio
contained in Section 3.3 hereof, Tyco shall indemnify and hold harmless TyCom
and each TyCom Entity and its respective directors, officers, agents, and
employees (each, a "TyCom Indemnified Person") from and against any and all
Losses arising out of the negligence or willful misconduct of any Tyco
Indemnified Person in connection with the Services rendered pursuant to this
Agreement.
Section 3.5. Notice of Certain Matters. If TyCom or the appropriate TyCom
Entity at any time believes that Tyco or the appropriate Tyco Entity is not in
full compliance with its obligations under Section 3.1 hereof, then TyCom or the
appropriate TyCom Entity shall so notify Tyco or the appropriate Tyco Entity in
writing not later than 30 days after becoming aware of such possible non-
compliance. Such notice (a "Non-Compliance Notice") shall set forth in
reasonable detail the basis for TyCom's or the appropriate TyCom Entity's belief
as well as TyCom's or the appropriate TyCom Entity's view as to the steps to be
taken by Tyco or the appropriate Tyco Entity to address the possible non-
compliance. For the 30-day period after receipt of such a Notice,
representatives of Tyco or the appropriate Tyco Entity and TyCom and the
appropriate TyCom Entity shall work in good faith to develop a plan to resolve
the matters referred to in the Non-Compliance Notice. In the event such matters
are not resolved through such discussions, TyCom may elect to terminate the
Service or Services referred to in a Non-Compliance Notice filed by it or any
TyCom Entity in accordance with Section 4.2 hereof. The rights of TyCom to issue
a Non-Compliance Notice under this Section 3.5 may also be exercised by a
majority of the independent directors on the TyCom board of directors.
ARTICLE 4
Term and Termination
Section 4.1. Term. Except as otherwise provided in this Article 4, in
Section 6.3 hereof or as otherwise agreed in writing by the parties (a) this
Agreement shall have a term of one year
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from the Effective Date and shall automatically be extended for additional terms
of one year each on the terms and conditions set forth herein unless prior to
the 60th day before the end of the initial term or of any succeeding term, as
the case may be, either party gives written notice to the other that this
Agreement will not be renewed beyond the current term. In such event, this
Agreement shall terminate at the end of such term; and (b) Tyco's obligation to
provide or procure, and TyCom's obligation to purchase, a Service shall cease as
of the applicable date set forth in Schedule I hereto (if different from the
term set forth in clause (a) above) or such earlier date determined in
accordance with Section 4.2 hereof.
Section 4.2. Termination.
(a) Tyco may terminate any Service at any time if TyCom or a TyCom
Entity shall have failed to perform any of its material obligations under this
Agreement relating to any such Service, Tyco has notified TyCom and any
appropriate TyCom Entity in writing of such failure and such failure shall have
continued for a period of 90 days after receipt by TyCom and any appropriate
TyCom Entity of written notice of such failure.
(b) Tyco may terminate any Service or this Agreement for any reason in
Tyco's sole discretion at such time as Tyco shall cease to own (directly or
indirectly) at least 50% of the outstanding common shares of TyCom and at any
time thereafter by giving TyCom 90 days' prior written notice.
(c) TyCom may terminate any Service at any time if Tyco or a Tyco Entity
shall have failed to perform any of its material obligations under this
Agreement relating to any such Service, TyCom has notified Tyco and any
appropriate Tyco Entity in writing of such failure, and such failure shall have
continued for a period of 90 days after receipt by Tyco and any appropriate Tyco
Entity of written notice of such failure.
(d) TyCom may terminate any Service or this Agreement for any reason in
TyCom's sole discretion at such time as Tyco shall cease to own (directly or
indirectly) at least 50% of the outstanding common shares of TyCom and at any
time thereafter by giving Tyco 90 days' prior written notice.
Section 4.3. Effect of Termination. (a) Other than as required by law, upon
termination of any Service pursuant to Section 4.2 hereof, or upon termination
of this Agreement in accordance with its terms, Tyco and the Tyco Entities shall
have no further obligation to provide the terminated Service (or any Service, in
the case of termination of this Agreement) and TyCom and the TyCom Entities
shall have no obligation to pay any fees relating to such Services or make any
other payments hereunder; provided that notwithstanding such termination, (i)
TyCom shall remain liable to Tyco for fees owed and payable in respect of
Services provided prior to the effective date of the termination; (ii) Tyco
shall continue to charge TyCom for administrative and program costs relating to
benefits paid after but incurred prior to the termination of any Service and
other services required to be provided after the termination of such Service and
TyCom shall
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be obligated to pay such expenses in accordance with the terms of this
Agreement; and (iii) the provisions of Articles 3,4, 5, and 6 hereof shall
survive any such termination indefinitely. All program and administrative costs
attributable to employees of any of the TyCom Entities for Tyco benefit plans
that relate to any period after the effective date of any such termination shall
be for the account of TyCom.
(b) Following termination of this Agreement with respect to any Service,
Tyco and TyCom agree to cooperate in providing for an orderly transition of such
Service to TyCom or to a successor service provider. Without limiting the
foregoing, Tyco agrees to (i) provide, within 30 days of the termination, copies
in a usable format designated by Tyco of all records relating directly or
indirectly to benefit determinations of TyCom employees, including but not
limited to compensation and service records, correspondence, plan interpretive
policies, plan procedures, administration guidelines, minutes, or any data or
records required to be maintained by law and (ii) work with TyCom in developing
a transition schedule.
ARTICLE 5
Additional Agreements
Section 5.1. Confidential Information. (a) TyCom and Tyco hereby covenant
and agree to hold in trust and maintain confidential all Confidential
Information relating to the other party or any of such other party's
subsidiaries. Without limiting the generality of the foregoing, Confidential
Information relating to a party or any of its subsidiaries shall be disclosed
only to those employees of the other party who need to know such Information in
connection with their ordinary course employment activities and in no event
shall any such Confidential Information be disclosed to any other person.
"Confidential Information" shall mean all information, materials and processes
relating to a party or any subsidiary of such party obtained by the other party
or any subsidiary of such other party at any time (whether prior to or after the
date hereof and whether in connection with this Agreement or otherwise) in any
format whatsoever (whether orally, visually, in writing, electronically or in
any other form) and shall include, without limitation, economic and business
information or data, business plans, computer software and information, but
shall not include (i) information which becomes generally available other than
by release in violation of the provisions of this Section 5.1, (ii) information
which becomes available on a non-confidential basis to a party from a source
other than the other party to this Agreement, or any of such other party's
subsidiaries, provided the party in question reasonably believes that such
source is not or was not bound to hold such information confidential and (iii)
information acquired or developed independently by a party without violating
this Section 5.1 or any other confidentiality agreement with the other party.
Notwithstanding any provision of this Section 5.1 to the contrary, a party may
disclose such portion of the Confidential Information relating to the other
party, or any of such other party's subsidiaries, to the extent, but only to the
extent, the disclosing party reasonably believes that such disclosure is
required under law or the rules of a securities exchange; provided that the
disclosing party first notifies the other party hereto of such
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requirement and allows such party a reasonable opportunity to seek a protective
order or other appropriate remedy to prevent such disclosure. The parties
acknowledge that money damages would not be a sufficient remedy for any breach
of the provisions of this Section 5.1, and that the non-breaching party shall be
entitled to equitable relief in a court of law in the event of, or to prevent, a
breach or threatened breach of this Section 5.1.
(b) Notwithstanding the provisions of this Section 5.1(a), upon Tyco's
request, TyCom shall (i) no later than 30 days after such request return to Tyco
or destroy all Confidential Information in its possession (or that of any TyCom
Entities) relating to Tyco or any Tyco Entities (ii) no longer be permitted to
use such Confidential Information in its business or operations (or the business
or operations of any TyCom Entities) and (iii) no later than 30 days after such
request deliver a written certificate to Tyco executed by TyCom's Chief
Executive Officer expressly acknowledging the obligations set forth in clauses
(i) and (ii) of this sentence and certifying that TyCom and the TyCom Entities
have adhered and shall continue to adhere to such requirements.
Section 5.2. Financial Support Arrangements. (a) TyCom agrees to cooperate
reasonably with any efforts undertaken by Tyco or any Tyco Entity intended to
release Tyco and any Tyco Entities from their obligations under any guarantees
(including, without limitation, guarantees of lease obligations), letters of
credit, surety bonds and other financial support arrangements, but expressly
excluding the Revolving Credit Agreement of even date herewith (collectively,
the "Financial Support Arrangements") maintained as of the date hereof by Tyco
or any Tyco Entities in connection with the business or operations of TyCom or
any TyCom Entities. If Tyco is unable to be released from any Financial Support
Arrangements, or if TyCom or a TyCom Entity shall require a new guarantee from
Tyco, then TyCom shall pay to Tyco a guarantee fee. The amount of such fee shall
be based upon the then current market conditions for a borrower substantially
similar to TyCom.
(b) If, after the date hereof, (i) any amounts are drawn on or paid
under any Financial Support Arrangement by Tyco or any Tyco Entities or (ii)
Tyco or any Tyco Entities pays any fees, costs or expenses relating to any
Financial Support Arrangement, then TyCom shall reimburse Tyco for such amounts
promptly after receipt from Tyco of notice thereof accompanied by written
evidence of the underlying payment obligation.
(c) TyCom shall not, and shall not permit any TyCom Entity to, take any
action (including, without limitation, entering into any agreement that could
result in a change of control) that could materially and adversely affect the
ability of TyCom and TyCom Entities to satisfy their obligations under any
material contract, agreement or arrangement in respect of which a Financial
Support Arrangement is in place unless, prior to the taking of such action,
appropriate provision is made such that, in the reasonable judgment of Tyco,
Tyco's exposure under any Financial Support Arrangement is not materially
increased as a result of the taking of any such action.
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ARTICLE 6
Miscellaneous
Section 6.1. No Agency. Nothing in this Agreement shall constitute or be
deemed to constitute a partnership or joint venture between the parties hereto
or constitute or be deemed to constitute any party the agent or employee of the
other party for any purpose whatsoever and neither party shall have authority or
power to bind the other or to contract in the name of, or create a liability
against, the other in any way or for any purpose.
Section 6.2 Subcontractors. Tyco may hire or engage one or more
subcontractors to perform all or any of its and the Tyco Entities' obligations
under this Agreement; provided that, subject to Section 3.2 hereof, Tyco shall
in all cases remain primarily responsible for all obligations undertaken by it
in this Agreement with respect to the scope, quality and nature of the Services
provided to TyCom and the TyCom Entities.
Section 6.3. Force Majeure. (a) For purposes of this Section, "force
majeure" means an event beyond the control of either party, which by its nature
could not have been foreseen by such party, or, if it could have been foreseen,
was unavoidable, and includes without limitation, acts of God, storms, floods,
riots, fires, sabotage, civil commotion or civil unrest, interference by civil
or military authorities, acts of war (declared or undeclared) and failure of
energy sources.
(b) Without limiting the generality of Section 3.2 hereof, neither party
shall be under any liability for failure to fulfill any obligation under this
Agreement, so long as and to the extent to which the fulfillment of such
obligation is prevented, frustrated, hindered, or delayed as a consequence of
circumstances of force majeure; provided that such party shall have exercised
all due diligence to minimize to the greatest extent possible the effect of
force majeure on its obligations hereunder.
(c) Promptly on becoming aware of force majeure causing a delay in
performance or preventing performance of any obligations imposed by this
Agreement (and termination of such delay), the party affected shall give written
notice to the other party giving details of the same, including particulars of
the actual and, if applicable, estimated continuing effects of such force
majeure on the obligations of the party whose performance is prevented or
delayed. If such notice shall have been duly given, and actual delay resulting
from such force majeure shall be deemed not to be a breach of this Agreement,
the period for performance of the obligation to which it relates shall be
extended accordingly; provided that if force majeure results in the performance
of a party being delayed by more than 60 days, the other party shall have the
right to terminate this Agreement with respect to any Service affected by such
delay forthwith by written notice.
Section 6.4. Entire Agreement. This Agreement (including the Schedule
constituting a part of this Agreement) and any other writing signed by the
parties that specifically references this Agreement constitute the entire
agreement among the parties with respect to the subject matter
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hereof and supersede all prior agreements, understandings and negotiations, both
written and oral, between the parties with respect to the subject matter hereof.
This Agreement is not intended to confer upon any person other than the parties
hereto any rights or remedies hereunder.
Section 6.5. Notices. Any notice, instruction, direction or demand under
the terms of this Agreement required to be in writing shall be duly given upon
delivery, if delivered by hand, facsimile transmission, overnight courier, or
mail, to the following addresses:
(a) If to TyCom, to:
TyCom Ltd.
The Zurich Centre
Second Floor
Suite 201
00 Xxxxx Xxx Xxxx
Xxxxxxxx XX 00 Xxxxxxx
Xxxxxxxxx: President
Telecopy: (000) 000-0000
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(b) If to Tyco, to:
Tyco International Ltd.
The Zurich Centre
Second Floor
00 Xxxxx Xxx Xxxx
Xxxxxxxx XX 00 Xxxxxxx
Xxxxxxxxx: Chief Corporate Counsel
Telecopy: (000) 000-0000
; or to such other addresses or telecopy numbers as may be specified
by like notice to the other parties.
Section 6.6. Governing Law. This Agreement shall be construed in
accordance with and governed by the substantive internal laws of the State of
New York.
Section 6.7. WAIVER OF JURY TRIAL. THE PARTIES HERETO HEREBY IRREVOCABLY
WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
Section 6.8. Severability. If any provision of this Agreement shall be
invalid or unenforceable, such invalidity or unenforceability shall not render
the entire Agreement invalid. Rather, the Agreement shall be construed as if not
containing the particular invalid or unenforceable provision, and the rights and
obligations of each party shall be construed and enforced accordingly.
Section 6.9. Amendment. This Agreement may only be amended by a written
agreement executed by both parties hereto.
Section 6.10. Counterparts. This Agreement may be executed in separate
counterparts, each of which shall be deemed an original and all of which, when
taken together, shall constitute one agreement.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be signed by
their duly authorized representatives as of the date first written above.
TYCOM LTD.
By:___________________________________
Name:
Title:
TYCO INTERNATIONAL LTD.
By:___________________________________
Name:
Title:
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SCHEDULE I
SERVICES
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1. Financial. General financial and treasury services with respect to
---------
the preparation of TyCom's consolidated financial statements and annual reports,
oversight of TyCom's cash management systems, tax reporting and compliance, and
other aspects of the financial management of TyCom, including, without
limitation, financial advisory services and supervising any independent audit of
TyCom and its subsidiaries.
2. Securities Filings. Services with respect to the preparation and
------------------
filing of any reports required to be filed by or with respect to TyCom with the
Securities and Exchange Commission and all stock exchanges and markets for which
such reports are required to be filed by TyCom.
3. Professional Services. Services and advice with respect to
---------------------
obtaining insurance, accounting, environmental, legal, treasury, human
resources, and other professional services.
4. Real Estate. Services with respect to leasing or purchasing
-----------
necessary facilities for TyCom's business.
5. Investor Relations/Investment Advisory
--------------------------------------
Services. Investor and shareholder relations services and analysis, business and
financial advice and consulting services with respect to proposed ventures by
TyCom and proposed acquisitions or dispositions of the assets and business of
TyCom.
6. Benefit and Equity Plans. Administration of
------------------------
TyCom's employee benefit plans for TyCom employees, equity plans and certain
other compensation plans.
7. Deposit Services. Deposit of TyCom's excess
----------------
cash in an account with Tyco for investment under Tyco's cash management
programs, which deposited cash may be withdrawn as needed by TyCom.
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