Exhibit 4.6
TYCO INTERNATIONAL GROUP S.A.
TYCO INTERNATIONAL LTD.
SUPPLEMENTAL INDENTURE NO. 7
$400,000,000
6 1/8% Notes due 2009
THIS SUPPLEMENTAL INDENTURE NO. 7, dated as of January 12, 1999, among TYCO
INTERNATIONAL GROUP S.A., a Luxembourg company (the "Company"), TYCO
INTERNATIONAL LTD., a Bermuda company ("Tyco"), and THE BANK OF NEW YORK, a New
York banking corporation, as trustee (the "Trustee").
W I T N E S S E T H:
WHEREAS, the Company and Tyco have heretofore executed and delivered to the
Trustee an Indenture, dated as of June 9, 1998 (the "Indenture"), providing for
the issuance from time to time of one or more series of the Company's
Securities;
WHEREAS, Article Seven of the Indenture provides for various matters with
respect to any series of Securities issued under the Indenture to be established
in an indenture supplemental to the Indenture; and
WHEREAS, Section 7.1(e) of the Indenture provides that the Company, Tyco
and the Trustee may enter into an indenture supplemental to the Indenture to
establish the form or terms of Securities of any series as permitted by Sections
2.1 and 2.4 of the Indenture.
NOW THEREFORE:
In consideration of the premises and the issuance of the series of
Securities provided for herein, the Company, Tyco and the Trustee mutually
covenant and agree for the equal and proportionate benefit of the respective
Holders of the Securities of such series as follows:
ARTICLE 1
RELATION TO INDENTURE; DEFINITIONS
SECTION 1.1. INTEGRAL PART. This Supplemental Indenture No. 7 constitutes
an integral part of the Indenture.
SECTION 1.2. GENERAL DEFINITIONS. For all purposes of this Supplemental
Indenture No. 7:
(a) capitalized terms used herein without definition shall have the
meanings specified in the Indenture;
(b) all references herein to Articles and Sections, unless otherwise
specified, refer to the corresponding Articles and Sections of this Supplemental
Indenture No. 7; and
(c) the terms "HEREIN", "HEREOF", "HEREUNDER" and other words of similar
import refer to this Supplemental Indenture No. 7.
SECTION 1.3. DEFINITIONS. The following definitions shall apply to this
Supplemental Indenture No. 7:
"ADJUSTED REDEMPTION TREASURY RATE" means, with respect to any redemption
date, the annual rate equal to the semiannual equivalent yield to maturity or
interpolated (on a 30/360 day count basis) yield to maturity of the Comparable
Redemption Treasury Issue, assuming a price for the Comparable Redemption
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Redemption Treasury Price for such redemption date.
"BUSINESS DAY" means any day other than a Saturday, a Sunday or a day on
which banking institutions in The City of New York are authorized or obligated
by law, executive order or governmental decree to be closed.
"COMPARABLE REDEMPTION TREASURY ISSUE" means the United States Treasury
security selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Notes to be redeemed that will be utilized at the time of
selection and in accordance with customary financial practice in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Notes.
"COMPARABLE REDEMPTION TREASURY PRICE" means, with respect to any
redemption date, (i) the average of the Redemption Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest such
Redemption Reference Treasury Dealer Quotations (unless there is more than one
highest or lowest quotation, in which case only one such highest and/or lowest
quotation shall be excluded), or (ii) if the Quotation Agent obtains fewer than
four such Redemption Reference Treasury Dealer Quotations, the average of all
such Redemption Reference Treasury Dealer Quotations.
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"NOTES" means the 6 1/8% Notes due 2009 of the Company to which this
Supplemental Indenture No. 7 relates.
"QUOTATION AGENT" means a Redemption Reference Treasury Dealer appointed as
such agent by the Company.
"REDEMPTION REFERENCE TREASURY DEALER" means each of X.X. Xxxxxx Securities
Inc. and four other primary U.S. Government securities dealers in The City of
New York selected by the Company.
"REDEMPTION REFERENCE TREASURY DEALER QUOTATIONS" means, with respect to
each Redemption Reference Treasury Dealer and any redemption date, the offer
price for the Comparable Redemption Treasury Issue (expressed in each case as a
percentage of its principal amount) for settlement on the redemption date quoted
in writing to the Quotation Agent by such Redemption Reference Treasury Dealer
at 5:00 p.m., New York City time, on the third Business Day preceding such
redemption date.
ARTICLE 2
THE SERIES OF NOTES
SECTION 2.1. TITLE OF THE SECURITIES. There shall be a series of Securities
designated as the "6 1/8% Notes due 2009" (the "NOTES").
SECTION 2.2. LIMITATION ON AGGREGATE PRINCIPAL AMOUNT; DATE OF NOTES. The
aggregate principal amount of the Notes shall not initially exceed $400,000,000.
Each Note shall be dated the date of its authentication.
SECTION 2.3. PRINCIPAL PAYMENT DATE. Subject to the provisions of Section
2.06 hereof and Articles Four and Twelve of the Indenture, the principal of the
Notes shall be become due and payable in a single installment on January 15,
2009.
SECTION 2.4. INTEREST AND INTEREST RATES. Interest on the Notes shall be
payable semiannually on January 15 and July 15 of each year beginning on
July 15, 1999 (each, an "INTEREST PAYMENT DATE"); PROVIDED, HOWEVER, that if an
Interest Payment Date would otherwise be a day that is not a Business Day, such
Interest Payment Date shall be the next succeeding Business Day, and no
additional interest shall be paid in respect of such intervening period.
The interest payable on each Interest Payment Date shall be the amount of
interest accrued from January 12, 1999 or from the most recent Interest Payment
Date to which interest
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has been paid or duly provided for, as the case may be, until the principal
amount of the Notes has been paid or duly provided for. Interest shall be
computed on the basis of a 360-day year consisting of twelve 30-day months.
The interest rate borne by the Notes will be 6 1/8% per annum until the
Notes are paid in full.
The interest payable on any Note which is punctually paid or duly provided
for on any Interest Payment Date shall be paid to the Person in whose name such
Note is registered at the close of business on the January 1 or July 1 (in each
case, whether or not a Business Day), respectively, immediately preceding such
Interest Payment Date (each, a "Regular Record Date"). Interest payable on any
Note which is not punctually paid or duly provided for on any Interest Payment
Date therefor shall forthwith cease to be payable to the Person in whose name
such Note is registered at the close of business on the Regular Record Date
immediately preceding such Interest Payment Date, and such interest shall
instead be paid to the Person in whose name such Note is registered at the close
of business on the record date established for such payment by notice by or on
behalf of the Company to the Holders of the Notes mailed by first-class mail not
less than 15 days prior to such record date to their last addresses as they
shall appear upon the Security register, such record date to be not less than
five days preceding the date of payment of such defaulted interest.
SECTION 2.5. PLACE OF PAYMENT. The place of payment where the Notes may be
presented or surrendered for payment, where the principal of and interest and
any other payments due on the Notes are payable, where the Notes may be
surrendered for registration of transfer or exchange and where notices and
demands to and upon the Company in respect of the Notes and the Indenture may be
served shall be in the Borough of Manhattan, The City of New York, and the
office or agency maintained by the Company for such purpose shall initially be
the Corporate Trust Office of the Trustee.
At the option of the Company, interest on the Notes may be paid (i) by
check mailed to the address of the Person entitled thereto as such address shall
appear in the register of Holders of the Notes or (ii) at the expense of the
Company, by wire transfer to an account maintained by the Person entitled
thereto as specified in writing to the Trustee by such Person by the applicable
record date.
SECTION 2.6. REDEMPTION. The Notes are redeemable, in whole or in part, at
the option of the Company at any time at a redemption price equal to the greater
of (i) 100% of the principal amount of such Notes, and (ii) as determined by the
Quotation Agent, the sum of the present values of the remaining scheduled
payments of principal and interest thereon (not including any portion of such
payments of interest accrued as of the date of redemption) discounted to the
date of redemption on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 25 basis
points plus, in each case, accrued interest thereon to the date of redemption.
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The Company shall have no obligation to redeem or purchase the Notes
pursuant to any sinking fund or analogous provisions or upon the happening of
any specified event or at the option of any Holder of the Notes.
SECTION 2.7. ADDITIONAL AMOUNTS; CERTAIN TAX PROVISIONS. For purposes of
the Notes, Sections 12.1 and 12.2 of the Indenture are amended in their entirety
to read as follows:
"SECTION 12.1. REDEMPTION UPON CHANGES IN WITHHOLDING TAXES. The Notes may
be redeemed, as a whole but not in part, at the election of the Company, upon
not less than 30 nor more than 60 days notice (which notice shall be
irrevocable), at a redemption price equal to 100% of the principal amount
thereof, together with accrued interest, if any, to the redemption date and
Additional Amounts (as defined in Section 12.2), if any, if as a result of any
amendment to, or change in, the laws or regulations of Luxembourg or Bermuda or
any political subdivision or taxing authority thereof or therein having power to
tax (a "Taxing Authority"), or any change in the application or official
interpretation of such laws or regulations which amendment or change is
announced and becomes effective after the date the Notes are issued, the Company
or Tyco has become or will become obligated to pay Additional Amounts, on the
next date on which any amount would be payable with respect to the Notes, and
such obligation cannot be avoided by the use of reasonable measures available to
the Company or Tyco, as the case may be; PROVIDED, HOWEVER, that (a) no such
notice of redemption may be given earlier than 60 days prior to the earliest
date on which the Company or Tyco, as the case may be, would be obligated to pay
such Additional Amounts, and (b) at the time such notice of redemption is given,
such obligation to pay such Additional Amounts remains in effect. Prior to the
giving of any notice of redemption described in this paragraph, the Company
shall deliver to the Trustee (i)(I) a certificate signed by two directors of the
Company stating that the obligation to pay Additional Amounts cannot be avoided
by the Company taking reasonable measures available to it or (II) a certificate
signed by two executive officers of Tyco stating that the obligation to pay
Additional Amounts cannot be avoided by Tyco taking reasonable measures
available to it, as the case may be, and (ii) a written opinion of independent
legal counsel to the Company or Tyco, as the case may be, of recognized standing
to the effect that the Company or Tyco, as the case may be, has or will become
obligated to pay Additional Amounts as a result of a change, amendment, official
interpretation or application described above and that the Company or Tyco, as
the case may be, cannot avoid the payment of such Additional Amounts by taking
reasonable measures available to it.
SECTION 12.2. PAYMENT OF ADDITIONAL AMOUNTS. All payments made by the
Company, Tyco and any other Guarantor under or with respect to the Notes and the
Guarantees will be made free and clear of and without withholding or deduction
for or on account of any present or future taxes, duties, levies, imposts,
assessments or governmental charges of whatever nature imposed or levied by or
on behalf of any Taxing Authority ("Taxes"), unless the Company, Tyco or such
Guarantor, as the case may be, is required to withhold or deduct Taxes by law or
by the interpretation or administration thereof. In the event that the Company,
Tyco or such Guarantor is required to so withhold or deduct any amount for or on
account of any Taxes from any
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payment made under or with respect to the Notes or the Guarantees, as the case
may be, the Company, Tyco or such Guarantor, as the case may be, will pay such
additional amounts ("Additional Amounts") as may be necessary so that the net
amount received by each Holder of Notes (including Additional Amounts) after
such withholding or deduction will equal the amount that such Holder would have
received if such Taxes had not been required to be withheld or deducted;
PROVIDED that no Additional Amounts will be payable with respect to a payment
made to a Holder of Notes to the extent:
(a) that any such Taxes would not have been so imposed but for the
existence of any present or former connection between such Holder and the Taxing
Authority imposing such Taxes (other than the mere receipt of such payment,
acquisition, ownership or disposition of such Notes or the exercise or
enforcement of rights under such Notes, the Guarantees or the Indenture);
(b) of any estate, inheritance, gift, sales, transfer, or personal property
Tax imposed with respect to such Notes, except as otherwise provided herein;
(c) that any such Taxes would not have been so imposed but for the
presentation of such Notes or Guarantees (where presentation is required) for
payment on a date more than 30 days after the date on which such payment became
due and payable or the date on which payment thereof is duly provided for,
whichever is later, except to the extent that the beneficiary or Holder thereof
would have been entitled to Additional Amounts had the Notes or Guarantees been
presented for payment on any date during such 30-day period; or
(d) that such Holder would not be liable or subject to such withholding or
deduction of Taxes but for the failure to make a valid declaration of
non-residence or other similar claim for exemption, if (x) the making of such
declaration or claim is required or imposed by statute, treaty, regulation,
ruling or administrative practice of the relevant Taxing Authority as a
precondition to an exemption from, or reduction in, the relevant Taxes, and
(y) at least 60 days prior to the first payment date with respect to which the
Company, Tyco or such Guarantor shall apply this clause (d), the Company, Tyco
or such Guarantor shall have notified all Holders of Notes in writing that they
shall be required to provide such declaration or claim.
The Company, Tyco or such Guarantor, as the case may be, will also (i) make
such withholding or deduction of Taxes and (ii) remit the full amount of Taxes
so deducted or withheld to the relevant Taxing Authority in accordance with all
applicable laws. The Company, Tyco or such Guarantor, as the case may be, will
use its reasonable best efforts to obtain certified copies of tax receipts
evidencing the payment of any Taxes so deducted or withheld from each Taxing
Authority imposing such Taxes. The Company, Tyco or such Guarantor, as the case
may be, will, upon request, make available to the Holders of the Notes, within
60 days after the date the payment of any Taxes so deducted or withheld is due
pursuant to applicable law, certified copies of tax receipts evidencing such
payment by the Company, Tyco or such Guarantor or if, notwithstanding the
Company's, Tyco's or such Guarantor's efforts to obtain such receipts, the same
are not obtainable, other evidence of such payments by the Company, Tyco or such
Guarantor.
At least 30 days prior to each date on which any payment under or with
respect to the
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Notes or Guarantees is due and payable, if the Company, Tyco or such Guarantor
will be obligated to pay Additional Amounts with respect to such payment, the
Company, Tyco or such Guarantor will deliver to the Trustee an Officers'
Certificate stating the fact that such Additional Amounts will be payable, the
amounts so payable and will set forth such other information as is necessary to
enable such Trustee to pay such Additional Amounts to Holders of Notes on the
payment date.
In addition, the Company, Tyco or such Guarantor, as the case may be, will
pay any stamp, issue, registration, documentary or other similar taxes and
duties, including interest, penalties and Additional Amounts with respect
thereto, payable in Luxembourg, Bermuda or the United States or any political
subdivision or taxing authority of or in the foregoing in respect of the
creation, issue, offering, enforcement, redemption or retirement of the Notes or
the Guarantees.
The foregoing provisions shall survive any termination of the discharge of
the Indenture and shall apply mutatis mutandis to any jurisdiction in which any
successor Person to the Company, Tyco or such Guarantor, as the case may be, is
organized or is engaged in business for tax purposes or any political
subdivisions or taxing authority or agency thereof or therein; PROVIDED,
HOWEVER, the date on which such Person becomes a successor to the Company, Tyco
or such Guarantor, as the case may be, shall be substituted for the date on
which the series of Notes was issued.
Whenever in the Indenture, the Notes or the Guarantees there is mentioned,
in any context, the payment of principal (and premium, if any), redemption
price, interest or any other amount payable under or with respect to any Notes
or Guarantees, such mention shall be deemed to include mention of the payment of
Additional Amounts to the extent that, in such context, Additional Amounts are,
were or would be payable in respect thereof."
SECTION 2.8. DENOMINATION. The Notes shall be issued in denominations of
$1,000 and integral multiples thereof.
SECTION 2.9. CURRENCY. Principal and interest on the Notes shall be payable
in United States dollars.
SECTION 2.10. NOTES TO BE ISSUED IN GLOBAL FORM; EXCHANGE FOR CERTIFICATED
NOTES. The Notes will be initially represented by one or more Notes in global
from (the "GLOBAL NOTE"). The Company hereby designates The Depository Trust
Company as the initial Depositary for the Global Note. The Global Note will be
deposited with the Trustee, as custodian for the Depositary. Unless and until it
is exchanged in whole or in part for Notes in certificated form, the Global Note
may not be transferred except as a whole by the Depositary to a nominee of the
Depositary or by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or by the Depositary or any such nominee to a
successor Depositary for the Notes or a
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nominee of such successor Depositary. The Depositary may surrender the Global
Note in exchange in whole or in part for Notes in certificated form on such
terms as are acceptable to the Company and Depositary.
The Company may at any time in its sole discretion determine that all or
any portion of the Notes shall no longer be represented by a Note or Notes in
global form. In such event the Company shall execute, and the Trustee, upon
receipt of a written Company order (pursuant to Section 2.5 of the Indenture)
for the authentication and delivery of certificated Notes of like tenor, shall
authenticate and deliver Notes of like tenor in certificated form, in authorized
denominations and in an aggregate principal amount equal to the applicable
principal amount of the Global Note, in exchange for such Global Note (or the
applicable portion thereof).
SECTION 2.11. FORM OF NOTES. The Notes shall be substantially in the form
attached as Exhibit A hereto.
SECTION 2.12. DEFEASANCE AND COVENANT DEFEASANCE. The provisions of Article
Nine of the Indenture shall apply to the Notes.
ARTICLE 3
MISCELLANEOUS PROVISIONS
SECTION 3.1. ADOPTION, RATIFICATION AND CONFIRMATION. The Indenture, as
supplemented and amended by this Supplemental Indenture No. 7, is in all
respects hereby adopted, ratified and confirmed.
SECTION 3.2. COUNTERPARTS. This Supplemental Indenture No. 7 may be
executed in any number of counterparts, each of which when so executed shall be
deemed an original; and all such counterparts shall together constitute but one
and the same instrument.
SECTION 3.3. GOVERNING LAW. THIS SUPPLEMENTAL INDENTURE NO. 7 AND EACH NOTE
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture No. 7 to be duly executed and their respective corporate seals to be
hereunto fixed and attested as of the day and year first written above.
TYCO INTERNATIONAL GROUP S.A.
By: /s/ Xxxxxxx Xxxxx
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Name: Xxxxxxx Xxxxx
Title: Managing Director
Attest:
By /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Managing Director
TYCO INTERNATIONAL LTD.
By: /s/ Xxxx X. Xxxxxxx
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Name: Xxxx X. Xxxxxxx
Title: Executive Vice
President and Chief
Corporate Counsel
Attest:
By /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Executive Vice President
and Chief Financial
Officer
THE BANK OF NEW YORK, Trustee
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Vice President
Attest:
By /s/ Xxxx Xxxxxxxxx
------------------------
Name: Xxxx Xxxxxxxxx
Title: Vice President
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Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
Unless and until it is exchanged in whole or in part for Notes in
definitive registered form, this Note may not be transferred except as a whole
by the Depositary to the nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary.
TYCO INTERNATIONAL GROUP S.A.
6 1/8% Note due 2009
No. 1
$200,000,000 CUSIP: 000000XX0
TYCO INTERNATIONAL GROUP S.A., a Luxembourg company (the "Issuer"), for
value received, hereby promises to pay to CEDE & CO. or registered assigns, the
principal sum of TWO HUNDRED MILLION DOLLARS on January 15, 2009, at the office
or agency of the Issuer in the Borough of Manhattan, The City of New York, in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts, and to pay
semiannually on January 15 and July 15 of each year (each, an "Interest Payment
Date"; provided, however, that if an Interest Payment Date would otherwise be a
day that is not a Business Day, such Interest Payment Date shall be the next
succeeding Business Day but no additional interest shall be paid in respect of
such intervening period), commencing July 15, 1999, the amount of interest on
said principal sum at said office or agency, in like coin or currency, at the
rate per annum specified in the title of this Note, from January 12, 1999 or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for until said principal sum has been paid or duly provided for.
Interest shall be computed on the basis of a 360-day year consisting of twelve
30-day months. For purposes of this Note, "Business Day" means any day other
than a Saturday, a Sunday or a day on which banking institutions in The City of
New York are authorized or obligated by law, regulation or executive order to be
closed.
The interest payable on any Interest Payment Date which is punctually
paid or duly provided for on such Interest Payment Date will be paid to the
Person in whose name this Note is registered at the close of business on the
January 1 or July 1 (in each case, whether or not a Business Day), as the case
may be (each, a "Regular Record Date"), immediately preceding such Interest
Payment Date. Interest payable on this Note which is not punctually paid or duly
provided for on any Interest Payment Date therefor shall forthwith cease to be
payable to the Person in whose name this Note is registered at the close of
business on the Regular Record Date immediately preceding such Interest Payment
Date, and such interest shall instead be paid to the Person in whose name this
Note is registered at the close of business on the record date established for
such payment by notice by or on behalf of the Issuer to the Holders of the Notes
mailed by first-class mail not less than 15 days prior to such record date to
their last addresses as they shall appear upon the Security register, such
record date to be not less than five days preceding the date of payment of such
defaulted interest. At the option of the Issuer, interest on the Notes may be
paid (i) by check mailed to the address of the Person entitled thereto as such
address shall appear in the register of Holders of the Notes or (ii) at the
expense of the Issuer, by wire transfer to an account maintained by the Person
entitled thereto as specified in writing to the Trustee by such Person by the
applicable record date of the Notes.
Reference is made to the further provisions of this Note set forth on
the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by the Trustee
under the Indenture referred to on the reverse hereof.
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IN WITNESS WHEREOF, TYCO INTERNATIONAL GROUP S.A. has caused this
instrument to be signed by its duly authorized officers and has caused its
corporate seal to be affixed hereunto or imprinted hereon.
Dated: January 12, 1999
TYCO INTERNATIONAL GROUP S.A.
[SEAL] By:
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Title:
By:
---------------------------
Title:
Attest:
----------------------
Name:
Title:
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By:
-------------------------
Authorized Signatory
GUARANTEE
For value received, TYCO INTERNATIONAL LTD. hereby absolutely,
unconditionally and irrevocably guarantees to the holder of this Note the
payment of principal of, interest on and Additional Amounts in respect of the
Security upon which this Guarantee is endorsed in the amounts and at the time
when due and payable whether by declaration thereof, or otherwise, and
interest on the overdue principal and interest, if any, of such Note, if
lawful, and the payment or performance of all other obligations of the Issuer
under the Indenture or the Notes, to the holder of such Note and the Trustee,
all in accordance with and subject to the terms and limitations of such Note
and Article Thirteen of the Indenture. This Guarantee will not become
effective until the Trustee duly executes the certificate of authentication
on this Note. This Guarantee shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflict of law
principles thereof.
Dated: January 12, 1999
TYCO INTERNATIONAL LTD.
By:
-----------------------
Title:
Attest:
----------------------
Name:
Title:
REVERSE OF NOTE
TYCO INTERNATIONAL GROUP S.A.
6 1/8% Note due 2009
1. INDENTURE. (a) This Note is one of a duly authorized issue of
notes of the Issuer (hereinafter called the "NOTES") of a series designated
as the 6 1/8% Notes due 2009 of the Issuer, initially limited in aggregate
principal amount to $400,000,000, all issued or to be issued under and
pursuant to an indenture, dated as of June 9, 1998, as amended and
supplemented by Supplemental Indenture No. 7, dated as of January 12, 1999
(as so amended and supplemented, the "Indenture"), among the Issuer, Tyco
International Ltd. ("Tyco") and The Bank of New York, as Trustee (herein
called the "Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a description of the rights, limitations
of rights, obligations, duties and immunities thereunder of the Issuer, Tyco,
the Trustee and the Holders of the Notes.
(b) Other debentures, notes, bonds or other evidences of indebtedness
(together with the Notes, hereinafter called the "SECURITIES") may be issued
under the Indenture in one or more series, which different series may be issued
in various aggregate principal amounts, may mature at different times, may bear
interest (if any) at different rates, may be subject to different redemption
provisions (if any), may be subject to different sinking, purchase or analogous
funds (if any) and may otherwise vary from the Notes and each other, as in the
Indenture provided.
(c) All capitalized terms used in this Note which are defined in the
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Indenture.
2. AMENDMENTS AND WAIVERS. (a) The Indenture contains provisions
permitting the Issuer and the Trustee, with the consent of the Holders of not
less than a majority in aggregate principal amount of the Securities at the
time Outstanding of all series to be affected (voting as one class),
evidenced as in the Indenture provided, to execute supplemental indentures
adding any provisions to or changing in any manner or eliminating any of the
provisions of the Indenture or of any supplemental indenture or modifying in
any manner the rights of the Holders of the Securities of each such series;
PROVIDED, that no such supplemental indenture shall (i) extend the final
maturity of any Security, or reduce the principal amount thereof, or reduce
the rate or extend the time of payment of interest thereon, or reduce any
amount payable on redemption thereof or reduce the amount of the principal of
an Original Issue Discount Security that would be due and payable upon an
acceleration of the maturity thereof pursuant to Section 4.1 of the Indenture
or the amount thereof provable in bankruptcy pursuant to Section 4.2 of the
Indenture, or impair or affect the rights of any Holder to institute suit for
the payment thereof, without the consent of the Holder of each Security so
affected, or (ii) reduce the aforesaid percentage of Securities, the Holders
of which are required to consent to any such supplemental indenture, without
the consent of the Holder of each Security affected.
(b) It is also provided in the Indenture that, with respect to certain
defaults or Events of Default regarding the Securities of any series, prior to
any declaration accelerating the maturity of such Securities, the Holders of a
majority in aggregate principal amount Outstanding of the Securities of such
series (or, in the case of certain defaults or Events of Default, all or certain
series of the Securities) may on behalf of the Holders of all the Securities of
such series
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(or all or certain series of the Securities, as the case may be) waive any such
past default or Event of Default and its consequences. The preceding sentence
shall not, however, apply to a default in the payment of the principal of or
premium, if any, or interest on any of the Securities. Any such consent or
waiver by the Holder of this Note (unless revoked as provided in the Indenture)
shall be conclusive and binding upon such Holder and upon all future Holders and
owners of this Note and any Notes which may be issued in exchange or
substitution herefor, irrespective of whether or not any notation thereof is
made upon this Note or such other Notes.
3. OBLIGATION TO PAY PRINCIPAL, PREMIUM, IF ANY, AND INTEREST. No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Issuer, Tyco or any other
obligor on the Notes, which is absolute and unconditional, to pay the principal
of, premium, if any, and interest on this Note in the manner, at the respective
times, at the rate, at the place and in the coin or currency herein prescribed.
4. REDEMPTION. This Note may be redeemed, in whole or in part, at
the option of the Issuer at any time at a redemption price equal to the
greater of (i) 100% of the principal amount of this Note, and (ii) as
determined by the Quotation Agent, the sum of the present values of the
remaining scheduled payments of principal and interest thereon (not including
any portion of such payments of interest accrued as of the date of
redemption) discounted to the date of redemption on a semiannual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Redemption Treasury Rate plus 25 basis points plus, in each case, accrued
interest thereon to the date of redemption. This Note is also subject to
redemption to the extent provided in Article Twelve of the Indenture.
"ADJUSTED REDEMPTION TREASURY RATE" means, with respect to any
redemption date, the annual rate equal to the semiannual equivalent yield to
maturity or interpolated (on a 30/360 day count basis) yield to maturity of the
Comparable Redemption Treasury Issue, assuming a price for the Comparable
Redemption Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Redemption Treasury Price for such redemption date.
"BUSINESS DAY" means any day other than a Saturday, a Sunday or a day
on which banking institutions in The City of New York are authorized or
obligated by law, executive order or governmental decree to be closed.
"COMPARABLE REDEMPTION TREASURY ISSUE" means the United States Treasury
security selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Notes to be redeemed that will be utilized at the time of
selection and in accordance with customary financial practice in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Notes.
"COMPARABLE REDEMPTION TREASURY PRICE" means, with respect to any
redemption date, (i) the average of the Redemption Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest such
Redemption Reference Treasury Dealer Quotations (unless there is more than one
highest or lowest quotation, in which case only one such highest and/or lowest
quotation shall be excluded), or (ii) if the Quotation Agent obtains fewer than
four such Redemption Reference Treasury Dealer Quotations, the average of all
such Redemption Reference Treasury Dealer Quotations.
"QUOTATION AGENT" means a Redemption Reference Treasury Dealer
appointed as such
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agent by the Company.
"REDEMPTION REFERENCE TREASURY DEALER" means each of X.X. Xxxxxx
Securities Inc. and four other primary U.S. Government securities dealers in The
City of New York selected by the Company.
"REDEMPTION REFERENCE TREASURY DEALER QUOTATIONS" means, with respect
to each Redemption Reference Treasury Dealer and any redemption date, the offer
price for the Comparable Redemption Treasury Issue (expressed in each case as a
percentage of its principal amount) for settlement on the redemption date quoted
in writing to the Quotation Agent by such Redemption Reference Treasury Dealer
at 5:00 p.m., New York City time, on the third Business Day preceding such
redemption date.
5. CERTAIN COVENANTS. The Indenture restricts the Issuer's ability
to merge, consolidate or sell substantially all of its assets. In addition,
the Issuer is obliged to abide by certain covenants, including covenants
limiting the amount of liens it may incur, as well as its ability to enter
into sale and leaseback transactions, a covenant limiting the ability of its
subsidiaries to incur indebtedness, and a covenant requiring it to pay or
discharge all taxes, all as more fully described in the Indenture. All of
such covenants are subject to the covenant defeasance procedures outlined in
the Indenture.
6. EFFECT OF EVENT OF DEFAULT. If an Event of Default shall have
occurred and be continuing under the Indenture, the principal hereof may be
declared, and upon such declaration shall become, due and payable in the
manner, with the effect and subject to the conditions provided in the
Indenture.
7. DEFEASANCE. The Indenture contains provisions for defeasance and
covenant defeasance at any time of the indebtedness on this Note upon
compliance by the Issuer with certain conditions set forth therein.
8. DENOMINATIONS; TRANSFER. (a) The Notes are issuable in
registered form without coupons in denominations of $1,000 and any multiple
of $1,000 at the office or agency of the Issuer in the Borough of Manhattan,
The City of New York, and in the manner and subject to the limitations
provided in the Indenture.
(b) Upon due presentment for registration of transfer of this Note at
the office or agency of the Issuer in the Borough of Manhattan, The City of New
York, a new Note or Notes of authorized denominations for an equal aggregate
principal amount will be issued to the transferee in exchange therefor, subject
to the limitations provided in the Indenture. This Note may also be surrendered
for exchange at the aforesaid office or agency for Notes in other authorized
denominations in an equal aggregate principal amount. No service charge shall be
made for any registration of transfer or any exchange of the Notes, except that
the Issuer may require payment of any tax or other governmental charge imposed
in connection therewith.
(c) A certificate in global form representing all of a portion of the
Notes may not be transferred except as a whole by the Depositary for such series
to a nominee of such Depositary or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary or any such nominee to a
successor Depositary for such Notes or a nominee of such successor Depositary.
9. XXXXXX AS OWNER. The Issuer, Tyco, the Trustee and any authorized
agent of the Issuer, Tyco or the Trustee may deem and treat the registered
Holder hereof as the absolute
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owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal hereof and,
subject to the provisions on the face hereof, interest hereon, and for all
other purposes, and none of the Issuer, Tyco or the Trustee or any authorized
agent of the Issuer, Tyco or the Trustee shall be affected by any notice to
the contrary.
10. NO LIABILITY OF CERTAIN PERSONS. No recourse under or upon any
obligation, covenant or agreement of the Issuer or Tyco in the Indenture or
any indenture supplemental thereto or in any Note, or because of the creation
of any indebtedness represented thereby, shall be had against any
incorporator, or any past, present or future shareholder, officer or
director, as such, of the Issuer, Tyco or of any successor corporation of
either of them, either directly or through the Issuer, Tyco or any successor
corporation, under any rule of law, statute or constitutional provision or by
the enforcement of any assessment or by any legal or equitable proceeding or
otherwise, all such liability being expressly waived and released by the
acceptance hereof and as part of the consideration for the issue hereof.
11. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK GOVERN THE
INDENTURE AND THIS NOTE.
12. ADDITIONAL AMOUNTS. The Issuer is obligated to pay Additional
Amounts on this Note to the extent provided in Article Twelve of the
Indenture.
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto:
PLEASE INSERT TAXPAYER
IDENTIFICATION NUMBER OF ASSIGNEE
---------------------------------
---------------------------------
---------------------------------
PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE
---------------------------------------------------------------------------
---------------------------------------------------------------------------
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the within Note of Tyco International Group S.A. and all rights thereunder and
hereby irrevocably constitutes and appoints such person attorney to transfer
such Note on the books of Tyco International Group S.A., with full power of
substitution in the premises.
Dated:
---------------------------------------
Signature
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE FACE OF THE WITHIN
INSTRUMENT IN EVERY PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE WHATEVER. THE SIGNATURE
SHOULD BE GUARANTEED BY A COMMERCIAL BANK OR TRUST
COMPANY, A MEMBER ORGANIZATION OF A NATIONAL STOCK
EXCHANGE OR BY SUCH OTHER ENTITY WHOSE SIGNATURE IS ON FILE
WITH AND ACCEPTABLE TO THE TRANSFER AGENT.
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Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation ("DTC"), to the Issuer or
its agent for registration of transfer, exchange, or payment, and any
certificate issued is registered in the name of Cede & Co. or in such other name
as is requested by an authorized representative of DTC (and any payment is made
to Cede & Co. or to such other entity as is requested by an authorized
representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner
hereof, Cede & Co., has an interest herein.
Unless and until it is exchanged in whole or in part for Notes in
definitive registered form, this Note may not be transferred except as a whole
by the Depositary to the nominee of the Depositary or by a nominee of the
Depositary to the Depositary or another Depositary or by the Depositary or any
such nominee to a successor Depositary or a nominee of such successor
Depositary.
TYCO INTERNATIONAL GROUP S.A.
6 1/8% Note due 2009
No. 2
$200,000,000 CUSIP: 000000XX0
TYCO INTERNATIONAL GROUP S.A., a Luxembourg company (the "Issuer"), for
value received, hereby promises to pay to CEDE & CO. or registered assigns, the
principal sum of TWO HUNDRED MILLION DOLLARS on January 15, 2009, at the office
or agency of the Issuer in the Borough of Manhattan, The City of New York, in
such coin or currency of the United States of America as at the time of payment
shall be legal tender for the payment of public and private debts, and to pay
semiannually on January 15 and July 15 of each year (each, an "Interest Payment
Date"; provided, however, that if an Interest Payment Date would otherwise be a
day that is not a Business Day, such Interest Payment Date shall be the next
succeeding Business Day but no additional interest shall be paid in respect of
such intervening period), commencing July 15, 1999, the amount of interest on
said principal sum at said office or agency, in like coin or currency, at the
rate per annum specified in the title of this Note, from January 12, 1999 or
from the most recent Interest Payment Date to which interest has been paid or
duly provided for until said principal sum has been paid or duly provided for.
Interest shall be computed on the basis of a 360-day year consisting of twelve
30-day months. For purposes of this Note, "Business Day" means any day other
than a Saturday, a Sunday or a day on which banking institutions in The City of
New York are authorized or obligated by law, regulation or executive order to be
closed.
The interest payable on any Interest Payment Date which is punctually
paid or duly provided for on such Interest Payment Date will be paid to the
Person in whose name this Note is registered at the close of business on the
January 1 or July 1 (in each case, whether or not a Business Day), as the case
may be (each, a "REGULAR RECORD DATE"), immediately preceding such Interest
Payment Date. Interest payable on this Note which is not punctually paid or duly
provided for on any Interest Payment Date therefor shall forthwith cease to be
payable to the Person in whose name this Note is registered at the close of
business on the Regular Record Date immediately preceding such Interest Payment
Date, and such interest shall instead be paid to the Person in whose name this
Note is registered at the close of business on the record date established for
such payment by notice by or on behalf of the Issuer to the Holders of the Notes
mailed by first-class mail not less than 15 days prior to such record date to
their last addresses as they shall appear upon the Security register, such
record date to be not less than five days preceding the date of payment of such
defaulted interest. At the option of the Issuer, interest on the Notes may be
paid (i) by check mailed to the address of the Person entitled thereto as such
address shall appear in the register of Holders of the Notes or (ii) at the
expense of the Issuer, by wire transfer to an account maintained by the Person
entitled thereto as specified in writing to the Trustee by such Person by the
applicable record date of the Notes.
Reference is made to the further provisions of this Note set forth on
the reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until
the certificate of authentication hereon shall have been signed by the Trustee
under the Indenture referred to on the reverse hereof.
-2-
IN WITNESS WHEREOF, TYCO INTERNATIONAL GROUP S.A. has caused this
instrument to be signed by its duly authorized officers and has caused its
corporate seal to be affixed hereunto or imprinted hereon.
Dated: January 12, 1999
TYCO INTERNATIONAL GROUP S.A.
[SEAL] By:
-----------------------------
Title:
By:
-----------------------------
Title:
Attest:
----------------------
Name:
Title:
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TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee
By:
---------------------------
Authorized Signatory
GUARANTEE
For value received, TYCO INTERNATIONAL LTD. hereby absolutely,
unconditionally and irrevocably guarantees to the holder of this Note the
payment of principal of, interest on and Additional Amounts in respect of the
Security upon which this Guarantee is endorsed in the amounts and at the time
when due and payable whether by declaration thereof, or otherwise, and interest
on the overdue principal and interest, if any, of such Note, if lawful, and the
payment or performance of all other obligations of the Issuer under the
Indenture or the Notes, to the holder of such Note and the Trustee, all in
accordance with and subject to the terms and limitations of such Note and
Article Thirteen of the Indenture. This Guarantee will not become effective
until the Trustee duly executes the certificate of authentication on this Note.
This Guarantee shall be governed by and construed in accordance with the laws of
the State of New York, without regard to conflict of law principles thereof.
Dated: January 12, 1999
TYCO INTERNATIONAL LTD.
By:
--------------------------
Title:
Attest:
----------------------
Name:
Title:
REVERSE OF NOTE
TYCO INTERNATIONAL GROUP S.A.
6 1/8% Note due 2009
1. INDENTURE. (a) This Note is one of a duly authorized issue of notes
of the Issuer (hereinafter called the "NOTES") of a series designated as the
6 1/8% Notes due 2009 of the Issuer, initially limited in aggregate principal
amount to $400,000,000, all issued or to be issued under and pursuant to an
indenture, dated as of June 9, 1998, as amended and supplemented by Supplemental
Indenture No. 7, dated as of January 12, 1999 (as so amended and supplemented,
the "Indenture"), among the Issuer, Tyco International Ltd. ("Tyco") and The
Bank of New York, as Trustee (herein called the "Trustee"), to which Indenture
and all indentures supplemental thereto reference is hereby made for a
description of the rights, limitations of rights, obligations, duties and
immunities thereunder of the Issuer, Tyco, the Trustee and the Holders of the
Notes.
(b) Other debentures, notes, bonds or other evidences of indebtedness
(together with the Notes, hereinafter called the "SECURITIES") may be issued
under the Indenture in one or more series, which different series may be issued
in various aggregate principal amounts, may mature at different times, may bear
interest (if any) at different rates, may be subject to different redemption
provisions (if any), may be subject to different sinking, purchase or analogous
funds (if any) and may otherwise vary from the Notes and each other, as in the
Indenture provided.
(c) All capitalized terms used in this Note which are defined in the
Indenture and not otherwise defined herein shall have the meanings assigned to
them in the Indenture.
2. AMENDMENTS AND WAIVERS. (a) The Indenture contains provisions
permitting the Issuer and the Trustee, with the consent of the Holders of not
less than a majority in aggregate principal amount of the Securities at the time
Outstanding of all series to be affected (voting as one class), evidenced as in
the Indenture provided, to execute supplemental indentures adding any provisions
to or changing in any manner or eliminating any of the provisions of the
Indenture or of any supplemental indenture or modifying in any manner the rights
of the Holders of the Securities of each such series; provided, that no such
supplemental indenture shall (i) extend the final maturity of any Security, or
reduce the principal amount thereof, or reduce the rate or extend the time of
payment of interest thereon, or reduce any amount payable on redemption thereof
or reduce the amount of the principal of an Original Issue Discount Security
that would be due and payable upon an acceleration of the maturity thereof
pursuant to Section 4.1 of the Indenture or the amount thereof provable in
bankruptcy pursuant to Section 4.2 of the Indenture, or impair or affect the
rights of any Holder to institute suit for the payment thereof, without the
consent of the Holder of each Security so affected, or (ii) reduce the aforesaid
percentage of Securities, the Holders of which are required to consent to any
such supplemental indenture, without the consent of the Holder of each Security
affected.
(b) It is also provided in the Indenture that, with respect to certain
defaults or Events of Default regarding the Securities of any series, prior to
any declaration accelerating the maturity of such Securities, the Holders of a
majority in aggregate principal amount Outstanding of the Securities of such
series (or, in the case of certain defaults or Events of Default, all or certain
series of the Securities) may on behalf of the Holders of all the Securities of
such series
R-1
(or all or certain series of the Securities, as the case may be) waive any such
past default or Event of Default and its consequences. The preceding sentence
shall not, however, apply to a default in the payment of the principal of or
premium, if any, or interest on any of the Securities. Any such consent or
waiver by the Holder of this Note (unless revoked as provided in the Indenture)
shall be conclusive and binding upon such Holder and upon all future Holders and
owners of this Note and any Notes which may be issued in exchange or
substitution herefor, irrespective of whether or not any notation thereof is
made upon this Note or such other Notes.
3. OBLIGATION TO PAY PRINCIPAL, PREMIUM, IF ANY, AND INTEREST. No
reference herein to the Indenture and no provision of this Note or of the
Indenture shall alter or impair the obligation of the Issuer, Tyco or any other
obligor on the Notes, which is absolute and unconditional, to pay the principal
of, premium, if any, and interest on this Note in the manner, at the respective
times, at the rate, at the place and in the coin or currency herein prescribed.
4. REDEMPTION. This Note may be redeemed, in whole or in part, at the
option of the Issuer at any time at a redemption price equal to the greater of
(i) 100% of the principal amount of this Note, and (ii) as determined by the
Quotation Agent, the sum of the present values of the remaining scheduled
payments of principal and interest thereon (not including any portion of such
payments of interest accrued as of the date of redemption) discounted to the
date of redemption on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 25 basis
points plus, in each case, accrued interest thereon to the date of redemption.
This Note is also subject to redemption to the extent provided in Article Twelve
of the Indenture.
"ADJUSTED REDEMPTION TREASURY RATE" means, with respect to any
redemption date, the annual rate equal to the semiannual equivalent yield to
maturity or interpolated (on a 30/360 day count basis) yield to maturity of the
Comparable Redemption Treasury Issue, assuming a price for the Comparable
Redemption Treasury Issue (expressed as a percentage of its principal amount)
equal to the Comparable Redemption Treasury Price for such redemption date.
"BUSINESS DAY" means any day other than a Saturday, a Sunday or a day
on which banking institutions in The City of New York are authorized or
obligated by law, executive order or governmental decree to be closed.
"COMPARABLE REDEMPTION TREASURY ISSUE" means the United States Treasury
security selected by the Quotation Agent as having a maturity comparable to the
remaining term of the Notes to be redeemed that will be utilized at the time of
selection and in accordance with customary financial practice in pricing new
issues of corporate debt securities of comparable maturity to the remaining term
of such Notes.
"COMPARABLE REDEMPTION TREASURY PRICE" means, with respect to any
redemption date, (i) the average of the Redemption Reference Treasury Dealer
Quotations for such redemption date, after excluding the highest and lowest such
Redemption Reference Treasury Dealer Quotations (unless there is more than one
highest or lowest quotation, in which case only one such highest and/or lowest
quotation shall be excluded), or (ii) if the Quotation Agent obtains fewer than
four such Redemption Reference Treasury Dealer Quotations, the average of all
such Redemption Reference Treasury Dealer Quotations.
"QUOTATION AGENT" means a Redemption Reference Treasury Dealer
appointed as such
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agent by the Company.
"REDEMPTION REFERENCE TREASURY DEALER" means each of X.X. Xxxxxx
Securities Inc. and four other primary U.S. Government securities dealers in The
City of New York selected by the Company.
"REDEMPTION REFERENCE TREASURY DEALER QUOTATIONS" means, with respect
to each Redemption Reference Treasury Dealer and any redemption date, the offer
price for the Comparable Redemption Treasury Issue (expressed in each case as a
percentage of its principal amount) for settlement on the redemption date quoted
in writing to the Quotation Agent by such Redemption Reference Treasury Dealer
at 5:00 p.m., New York City time, on the third Business Day preceding such
redemption date.
5. CERTAIN COVENANTS. The Indenture restricts the Issuer's ability
to merge, consolidate or sell substantially all of its assets. In addition,
the Issuer is obliged to abide by certain covenants, including covenants
limiting the amount of liens it may incur, as well as its ability to enter
into sale and leaseback transactions, a covenant limiting the ability of its
subsidiaries to incur indebtedness, and a covenant requiring it to pay or
discharge all taxes, all as more fully described in the Indenture. All of
such covenants are subject to the covenant defeasance procedures outlined in
the Indenture.
6. EFFECT OF EVENT OF DEFAULT. If an Event of Default shall have
occurred and be continuing under the Indenture, the principal hereof may be
declared, and upon such declaration shall become, due and payable in the manner,
with the effect and subject to the conditions provided in the Indenture.
7. DEFEASANCE. The Indenture contains provisions for defeasance and
covenant defeasance at any time of the indebtedness on this Note upon compliance
by the Issuer with certain conditions set forth therein.
8. DENOMINATIONS; TRANSFER. (a) The Notes are issuable in
registered form without coupons in denominations of $1,000 and any multiple
of $1,000 at the office or agency of the Issuer in the Borough of Manhattan,
The City of New York, and in the manner and subject to the limitations
provided in the Indenture.
(b) Upon due presentment for registration of transfer of this Note at
the office or agency of the Issuer in the Borough of Manhattan, The City of New
York, a new Note or Notes of authorized denominations for an equal aggregate
principal amount will be issued to the transferee in exchange therefor, subject
to the limitations provided in the Indenture. This Note may also be surrendered
for exchange at the aforesaid office or agency for Notes in other authorized
denominations in an equal aggregate principal amount. No service charge shall be
made for any registration of transfer or any exchange of the Notes, except that
the Issuer may require payment of any tax or other governmental charge imposed
in connection therewith.
(c) A certificate in global form representing all of a portion of the
Notes may not be transferred except as a whole by the Depositary for such series
to a nominee of such Depositary or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary or any such nominee to a
successor Depositary for such Notes or a nominee of such successor Depositary.
9. XXXXXX AS OWNER. The Issuer, Tyco, the Trustee and any authorized
agent of the Issuer, Tyco or the Trustee may deem and treat the registered
Holder hereof as the absolute
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owner of this Note (whether or not this Note shall be overdue and
notwithstanding any notation of ownership or other writing hereon), for the
purpose of receiving payment of, or on account of, the principal hereof and,
subject to the provisions on the face hereof, interest hereon, and for all other
purposes, and none of the Issuer, Tyco or the Trustee or any authorized agent of
the Issuer, Tyco or the Trustee shall be affected by any notice to the contrary.
10. NO LIABILITY OF CERTAIN PERSONS. No recourse under or upon any
obligation, covenant or agreement of the Issuer or Tyco in the Indenture or any
indenture supplemental thereto or in any Note, or because of the creation of any
indebtedness represented thereby, shall be had against any incorporator, or any
past, present or future shareholder, officer or director, as such, of the
Issuer, Tyco or of any successor corporation of either of them, either directly
or through the Issuer, Tyco or any successor corporation, under any rule of law,
statute or constitutional provision or by the enforcement of any assessment or
by any legal or equitable proceeding or otherwise, all such liability being
expressly waived and released by the acceptance hereof and as part of the
consideration for the issue hereof.
11. GOVERNING LAW. THE LAWS OF THE STATE OF NEW YORK GOVERN THE
INDENTURE AND THIS NOTE.
12. ADDITIONAL AMOUNTS. The Issuer is obligated to pay Additional
Amounts on this Note to the extent provided in Article Twelve of the
Indenture.
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FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto:
PLEASE INSERT TAXPAYER
IDENTIFICATION NUMBER OF ASSIGNEE
---------------------------------
---------------------------------
---------------------------------
PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE
---------------------------------------------------------------------------
---------------------------------------------------------------------------
---------------------------------------------------------------------------
the within Note of Tyco International Group S.A. and all rights thereunder and
hereby irrevocably constitutes and appoints such person attorney to transfer
such Note on the books of Tyco International Group S.A., with full power of
substitution in the premises.
Dated:
---------------------------------------
Signature
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE
NAME AS WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN
EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR
ANY CHANGE WHATEVER. THE SIGNATURE SHOULD BE
GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY, A
MEMBER ORGANIZATION OF A NATIONAL STOCK EXCHANGE OR BY
SUCH OTHER ENTITY WHOSE SIGNATURE IS ON FILE WITH AND
ACCEPTABLE TO THE TRANSFER AGENT.
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