Exhibit 4.5
TYCO INTERNATIONAL GROUP S.A.
TYCO INTERNATIONAL LTD.
SUPPLEMENTAL INDENTURE NO. 4
$750,000,000
6 1/4% Dealer remarketable securities-SM- ("Drs.-SM-") due June 15 2013
THIS SUPPLEMENTAL INDENTURE NO. 4, dated as of June 9, 1998, 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:
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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 1.01. Integral Part of Indenture. This Supplemental Indenture
No. 4 constitutes an integral part of the Indenture.
SECTION 1.02. Defined Terms and References from Indenture. For all
purposes of this Supplemental Indenture No. 4:
(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. 4;
(c) the terms "herein", "hereof", "hereunder" and other words of
similar import refer to this Supplemental Indenture No. 4; and
(d) "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.
ARTICLE 2
THE SERIES OF DEBT SECURITIES
SECTION 2.01. Title of the Securities. There shall be a series of
Securities designated as the "6 1/4% Dealer remarketable securities due 2013"
(the "Drs.").
SECTION 2.02. Limitation on Aggregate Principal Amount; Date of Drs.
The aggregate principal amount of the Drs. shall not exceed $750,000,000. Each
security shall be dated the date of its authentication.
SECTION 2.03. Principal Payment Date. Subject to the provisions of
Section 2.06 hereof and Articles Four and Twelve of the Indenture, the final
maturity date is and the principal amount of the Drs. shall be become due and
payable in a single installment on June 15, 2013.
SECTION 2.04. Interest and Interest Rates. (a) Interest on the Drs.
shall be payable semiannually on June 15 and December 15 of each year beginning
on
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December 15, 1998 (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.
(b) The interest payable on each Interest Payment Date shall be the
amount of interest accrued from June 9, 1998 or from the most recent Interest
Payment Date to which interest has been paid or duly provided for, as the case
may be, until the principal amount of the Drs. 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.
(c) The interest rate borne by the Drs. is set forth in the form of
the Drs. attached as Exhibit A hereto.
(d) The interest payable on any Drs. which is punctually paid or duly
provided for on any Interest Payment Date shall be paid to the Person in whose
name such Drs. is registered at the close of business on the June 1 or December
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 Drs. 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 Drs. 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 Drs. 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 Drs. 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 2.05. Place of Payment. (a) The place of payment where the
Drs. may be presented or surrendered for payment, where the principal of and
interest and any other payments due on the Drs. are payable, where the Drs. may
be surrendered for registration of transfer or exchange and where notices and
demands to and upon the Company in respect of the Drs. 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.
(b) At the option of the Company, interest on the Drs. 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 Drs. or (ii) at the expense of
the Company,
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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 2.06. Redemption. (a) The Drs. are subject to redemption as
described in the form of the Drs. attached as Exhibit A hereto.
(b) The Drs. are also subject to redemption to the extent described in
Article Twelve of the Indenture.
(c) The Company shall have no obligation to redeem or purchase the
Drs. 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 Drs..
SECTION 2.07. Denomination. The Drs. shall be issued in denominations
of $1,000 and integral multiples thereof.
SECTION 2.08. Currency. Principal and interest on the Drs. shall be
payable in United States dollars.
SECTION 2.09. Drs. to Be Issued in Global Form. The Drs. will be
initially represented by one or more securities in global from (the "Global
Securities"). The Company hereby designates The Depository Trust Company as the
initial Depositary for the Global Securities. The Global Securities will be
deposited with the Trustee, as custodian for the Depositary. Unless and until it
is exchanged in whole or in part for Drs. in certificated form, the Global
Securities 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 Drs. or a nominee of such successor Depositary. The
Depositary may surrender the Global Securities in exchange in whole or in part
for Drs. in certificated form on such terms as are acceptable to the Company and
Depositary.
SECTION 2.10. Form of Drs.. The Drs. shall be substantially in the form
attached as Exhibit A hereto.
SECTION 2.11. Defeasance and Covenant Defeasance. The provisions of
Article Nine of the Indenture shall apply to the Drs.
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ARTICLE 3
MISCELLANEOUS PROVISIONS
SECTION 3.01. Adoption of Indenture. The Indenture, as supplemented and
amended by this Supplemental Indenture No. 4, is in all respects hereby adopted,
ratified and confirmed.
SECTION 3.02. Execution. This Supplemental Indenture No. 4 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 3.03. Governing Law. THIS SUPPLEMENTAL INDENTURE NO. 4 AND EACH
Drs. 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. 4 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:
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Name:
Title:
Attest:
By:
-------------------------------
Name:
Title:
TYCO INTERNATIONAL LTD.
By:
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Name:
Title:
Attest:
By:
-------------------------------
Name:
Title:
THE BANK OF NEW YORK, Trustee
By:
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Name:
Title:
Attest:
By:
-------------------------------
Name:
Title:
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EXHIBIT A
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.
TYCO INTERNATIONAL GROUP S.A.
6 1/4% Dealer remarketable security(sm) ("Drs.(sm)")
due June 15, 2013
No.
$ CUSIP:
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Tyco International Group S.A., a Luxembourg company (hereinafter called
the "Company"), for value received, hereby promises to pay to CEDE & CO. or
registered assigns, the principal sum of U.S. DOLLARS on June 15, 2013, at the
office or agency of the Company in the Borough of Manhattan, The City of New
York, State 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 interest, semi-annually on June 15 and
December 15 of each year (each, an "Interest Payment Date"), on said principal
sum at the rate per annum specified below, at such office or agency, in like
coin or currency, from the June 15 or December 15, as the case may be, to which
interest on the Securities has been paid preceding the date hereof (unless the
date hereof is a June 15 or a December 15 to which interest has been paid, in
which case from the date hereof, or unless the date hereof is prior to any
interest having been paid, in which case from June 9, 1998) until payment of
said principal sum has been made or duly provided for. If the Company shall
default in the payment of interest when due on such June 15 or December 15, then
this Security shall bear interest from the next preceding date to which interest
has been paid, or, if no interest has been paid, from June 9, 1998. The interest
so payable on any June 15 or December 15 shall be paid to the person in whose
name this Security shall be registered at the close of business on June 1 or
December 1 (whether or not a Business Day) immediately preceding the related
Interest Payment Date (each, a "Regular Record Date"). For purposes of this
Security, "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.
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"Dealer remarketable security" and "Drs." are service marks of X.X. Xxxxxx
Securities Inc.
If and to the extent the Company shall default in the payment of the
interest due on any interest payment date, such defaulted interest shall be paid
to the person in whose name this Security is registered at the close of business
on a record date established for such payment by notice by or on behalf of the
Company to the holders of the Securities mailed by first-class mail not less
than fifteen days prior to such record date to their last address 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 Company, the Company may pay interest (a) by check mailed to the holder's
address as it appears on the Security register or (b) at the expense of the
company by wire transfer to an account maintained by the holder entitled thereto
as specified in writing by the Trustee by such holder by the applicable record
date.
The rate of interest on this Security shall be 6 1/4% per annum to June
15, 2003 (the "Remarketing Date"). If the Remarketing Dealer elects to remarket
the Securities pursuant to the Remarketing Agreement dated as of June 9, 1998
(the "Remarketing Agreement") between X.X. Xxxxxx Securities Inc., as
Remarketing Dealer (the "Remarketing Dealer"), and the Company, then, except as
otherwise set forth on the reverse hereof, (i) this Security shall be subject to
mandatory tender to the Remarketing Dealer for remarketing on the Remarketing
Date, on the terms and subject to the conditions set forth on the reverse
hereof, and (ii) on and after the Remarketing Date, this Security shall bear
interest at the rate determined by the Remarketing Dealer in accordance with the
procedures set forth in Section 4 on the reverse hereof (the "Interest Rate to
Maturity"). If the Remarketing Dealer does not remarket the Securities pursuant
to the Remarketing Agreement, this Security shall be subject to mandatory tender
to the Company for repurchase on the Remarketing Date, on the terms and subject
to the conditions set forth on the reverse hereof.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof and such further provisions shall for all purposes
have the same effect as though fully set forth at this place.
This Security shall not be valid or become obligatory for any purpose
until the certificate of authentication hereon shall have been executed by the
Trustee under the Indenture referred to on the reverse hereof.
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IN WITNESS WHEREOF, the Company has caused this Security to be signed
by its duly authorized officers and has caused its corporate seal to be affixed
hereunto.
TYCO INTERNATIONAL GROUP S.A.
By:
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Managing Director
By:
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Managing Director
Attest:
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Managing Director
GUARANTEE
For value received, Tyco International Ltd. (the "Guarantor") hereby
absolutely, unconditionally and irrevocably guarantees to the holder of this
Security the payment of principal of, interest on and Additional Amounts (as
defined in the Indenture) in respect of this 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 this Security, if lawful, and the payment or performance of
all other obligations of the Company under the Indenture or the securities, to
the holder of this Security and the Trustee, all in accordance with and subject
to the terms and limitations of this Security and Article Thirteen of the
Indenture. This Guarantee will not become effective until the Trustee duly
executes the certificate of authentication on this Security. This Guarantee
shall be governed by and construed in accordance with the laws of the State of
New York, without regard to the conflict of law principles thereof.
Dated: June 9, 1998
TYCO INTERNATIONAL LTD.
By:
------------------------------
Title:
Attest:
---------------------------
Name:
Title:
Certificate of Authentication
This is one of the Securities of the series designated therein and described in
the within mentioned Indenture.
THE BANK OF NEW YORK
as Trustee
By:
------------------------------
Authorized Signatory
Tyco International Group S.A.
6 1/4% Dealer remarketable security(sm) ("Drs.(sm)")
due June 15, 2013
1. Indenture. (a) This Security is one of the duly authorized issue of
debt securities of the Company (herein referred to as the "Debt Securities") of
the series hereinafter specified, all issued or to be issued under and pursuant
to an indenture dated as of June 9, 1998 between the Company and The Bank of New
York, as Trustee (herein referred to as the "Trustee"), as supplemented by
Supplemental Indenture No. 4 dated as of June 9, 1998 (as so supplemented, the
"Indenture"), 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 Trustee, the Company and
the holders (the words "holders", "holder", "Security holders" or "Security
holder" mean the registered holder(s)) of the Debt Securities.
(b) The Debt Securities may be issued 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
denominated in different currencies, may be subject to different redemption
provisions, if any, may be subject to different sinking funds, if any, may be
subject to additional covenants and Events of Default and may otherwise vary as
provided in the Indenture. This Security is one of the series designated as the
6 1/4% Dealer remarketable securities(sm) ("Drs.(sm)") due June 15, 2013 of the
Company and such series is limited in aggregate principal amount to
$750,000,000. References herein to "Securities" or "Drs." shall mean the Debt
Securities of said series.
(c) All capitalized terms used in this Security which are defined in
the Indenture and not otherwise defined herein shall have the meanings assigned
to them in the Indenture.
2. Mandatory Tender on Remarketing Date; Purchase and Settlement. On a
Business Day not later than ten Business Days prior to the Remarketing Date (the
"Notification Date"), the Remarketing Dealer will notify the Company and the
Trustee as to whether it elects to purchase all (but not less than all) of the
outstanding Drs. on the Remarketing Date. If, and only if, the Remarketing
Dealer so elects, the Drs. shall be subject to mandatory tender to the
Remarketing Dealer for purchase and remarketing on the Remarketing Date, upon
the terms and subject to the conditions described herein and in the Remarketing
Agreement. The purchase price of the Drs. shall be equal to 100% of the
principal amount thereof. No holder or beneficial owner of any Securities shall
have any rights or claims under the Remarketing Agreement or against the Company
or the Remarketing Dealer as a result of the Remarketing Dealer not purchasing
such Securities.
3. Maintenance of Book-Entry System. (a) The tender and settlement
procedures with respect to the Securities set forth in the Remarketing Agreement
shall be subject to modification, without the consent of the holders of the
Securities, to the extent required by DTC
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or, if the book-entry system is no longer available for the Securities at the
time of the remarketing, to the extent required to facilitate the tendering and
remarketing of Securities in certificated form. In addition, the Remarketing
Dealer may modify the settlement procedures without the consent of the holders
of the Securities in order to facilitate the settlement process.
(b) The Company hereby agrees with the Trustee and the holders of
Securities that (i) at all times, it will use its best efforts to maintain the
Securities in book-entry form with DTC or any successor thereto and to appoint a
successor depository to the extent necessary to maintain the Securities in
book-entry form and (ii) it waives any discretionary right that it otherwise may
have under the Indenture to cause the Securities to be issued in certificated
form.
4. Determination of Interest Rate to Maturity; Notification Thereof.
The Remarketing Dealer shall determine the interest rate the Drs. will bear from
the Remarketing Date to the Stated Maturity Date (the "Interest Rate to
Maturity") on the third Business Day immediately preceding the Remarketing Date
(the "Determination Date") by soliciting by 2:00 p.m., New York City time, the
Reference Corporate Dealers (defined below) for firm, committed bids to purchase
all outstanding Drs. at the Dollar Price (defined below), and by selecting the
lowest such firm, committed bid (regardless of whether each of the Reference
Corporate Dealers actually submit bids). Each bid shall be expressed in terms of
the Interest Rate to Maturity that the Drs. would bear (quoted as a spread over
5.55% per annum (the "Base Rate")) based on the following assumptions:
(i) the Drs. would be sold to such Reference Corporate Dealer on the
Remarketing Date for settlement on the same day;
(ii) the Drs. would mature on the Stated Maturity Date; and
(iii) the Drs. would bear interest from the Remarketing Date at a
stated rate equal to the Interest Rate to Maturity bid by such Reference
Corporate Dealer, payable semi annually on the interest payment dates for
the Drs.
X.X. Xxxxxx Securities Inc., in its capacity as a Reference Corporate Dealer,
agrees that it will submit a firm, committed bid in connection with the
solicitation by the Remarketing Dealer for bids to determine the Interest Rate
to Maturity. The Interest Rate to Maturity announced by the Remarketing Dealer
as a result of such process will be quoted to the nearest one hundred-thousandth
(0.00001) of one percent per annum and, absent manifest error, will be binding
and conclusive upon holders of the Drs., the Company and the Trustee. The
Remarketing Dealer shall have the discretion to select the time at which the
Interest Rate to Maturity is determined on the Determination Date.
The Remarketing Dealer shall have the right in its sole discretion to
either (i) remarket the Drs. for its own account (at a price equal to the lowest
firm, committed bid, as described above) or (ii) sell the Drs. to the Reference
Corporate Dealer submitting the lowest firm,
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committed, bid. If two or more Reference Corporate Dealers submit equivalent
bids which constitute the lowest firm, committed bid, the Remarketing Dealer may
in its sole discretion elect to sell the Drs. to any such Reference Corporate
Dealer.
If the Remarketing Dealer has elected to remarket the Drs. as provided
herein, then it shall notify the Company, the Trustee and DTC by telephone,
confirmed in writing (which may include facsimile or other electronic
transmission), by 3:30 p.m., New York City time, on the Determination Date of
the Interest Rate to Maturity applicable to the Drs. effective from and
including the Remarketing Date.
"Dollar Price" means the discounted present value to the Remarketing
Date of the cash flows on a bond (x) with a principal amount equal to the
aggregate principal amount of the Drs., (y) maturing on the Stated Maturity Date
and (z) bearing interest from the Remarketing Date, payable semi-annually
(assuming a 360-day year consisting of twelve 30-day months) on the interest
payment dates of the Drs. at a rate equal to the Base Rate, using a discount
rate equal to the Treasury Rate (defined below).
"Reference Corporate Dealer" means X.X. Xxxxxx Securities Inc. and four
other leading dealers of publicly-traded debt securities of the Company to be
chosen by the Remarketing Dealer.
"Treasury Rate" means the annual rate equal to the semi-annual
equivalent yield to maturity or interpolated (on a 30/360 day count basis) yield
to maturity on the Determination Date of the Comparable Treasury Issue (defined
below) for value on the Remarketing Date, assuming a price for the Comparable
Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price (as defined below).
"Comparable Treasury Issue" means the United States Treasury security
selected by the Remarketing Dealer as having an actual maturity on the
Determination Date (or the United States Treasury securities selected by the
Remarketing Dealer to derive an interpolated yield to maturity on such
Determination Date) comparable to the remaining term of the Drs.
"Comparable Treasury Price" means (a) the offer price for the
Comparable Treasury Issue (expressed as a percentage of its principal amount) on
the Determination Date, as set forth on Telerate Page 500 (as defined below),
adjusted to reflect settlement on the Remarketing Date if prices quoted on
Telerate Page 500 are for settlement on any date other than the Remarketing
Date, or (b) if such page (or any successor page) is not displayed or does not
contain such offer prices on such Business Day, (i) the average of such
Reference Treasury Dealer Quotations for such Remarketing Date, after excluding
the highest and lowest of such 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 Remarketing
Dealer obtains fewer than four such Reference Treasury Dealer Quotations, the
average of all such Reference Treasury Dealer Quotations. The Remarketing Dealer
shall have the discretion to
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select the time at which the Comparable Treasury Price is determined on the
Determination Date and the number of Reference Treasury Dealer Quotations to be
obtained.
"Telerate Page 500" means the display designated as "Telerate Page 500"
on Dow Xxxxx Markets Limited (or such other page as may replace Telerate Page
500 on such service) or such other service displaying the offer price specified
in clause (a) of the definition of Comparable Treasury Price as may replace Dow
Xxxxx Markets Limited.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer, the offer price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) for settlement on the
Remarketing Date, quoted in writing to the Remarketing Dealer by such Reference
Treasury Dealer by 2:00 p.m., New York City time, on the Determination Date.
"Reference Treasury Dealer" means a primary U.S. Government securities
dealer in The City of New York (which may include the Remarketing Dealer)
selected by the Remarketing Dealer.
5. Repurchase. If the Remarketing Dealer does not purchase all of the
Drs. on the Remarketing Date, then holders of any Drs. not so purchased will be
required to tender, and the Company shall repurchase, on the Remarketing Date,
at a price equal to 100% of the principal amount of the Drs. plus all accrued
interest, if any, on the Drs. to (but excluding) the Remarketing Date, all Drs.
that have not been purchased by the Remarketing Dealer on the Remarketing Date.
6. Redemption. If the Remarketing Dealer has elected to remarket the
Drs. on the Remarketing Date, the Company shall have the right to redeem the
Drs., in whole but not in part, from the Remarketing Dealer on the Remarketing
Date at a redemption price equal to the greater of (i) 100% of the aggregate
principal amount of the Drs. and (ii) the Dollar Price, by giving written notice
of such redemption to the Remarketing Dealer no later than
(x) the Business Day immediately prior to the Determination Date or
(y) if fewer than three Reference Corporate Dealers submit firm,
committed bids for all outstanding Drs. to the Remarketing Dealer on the
Determination Date in accordance with Section 4 of this Security, within
thirty minutes after the deadline set by the Remarketing Dealer for
receiving such bids has passed and the Remarketing Dealer has notified the
Company of the substance of such bids.
In either such case, the Company shall pay such redemption price for the Drs. in
same-day funds by wire transfer on the Remarketing Date to an account designated
by the Remarketing Dealer.
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7. Certain Covenants. The Indenture restricts the Company's ability to
merge, consolidate or sell substantially all of its assets. In addition, the
Company 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.
8. 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.
9 Tax Treatment; Agreement to Tender. The Company and the holders of
this Security (and each holder of a beneficial interest herein) by accepting
this Security, agree to treat the Drs. as fixed rate debt instruments that
mature on the Remarketing Date for United States Federal income tax purposes.
Furthermore, each holder of this Security (and each holder of a beneficial
interest herein) irrevocably agrees that this Security shall automatically be
tendered on the Remarketing Date (a) to the Remarketing Dealer if the
Remarketing Dealer elects to remarket the Securities on the terms and conditions
set forth herein or (b) to the Company if the Remarketing Dealer does not
remarket the Securities on the terms and conditions set forth herein.
10. Amendments and Waivers. Modifications and amendments of the
Indenture will be permitted to be made only with the consent of the holders of
not less than a majority in aggregate principal amount of Debt Securities issued
under the Indenture at the time outstanding of all series that are affected by
such modification or amendment (voting as a single class); provided that no such
modification or amendment may, without the consent of the holder of each such
Debt Security affected thereby, (a) extend the final maturity of the principal
of, or reduce the principal or the rate of, or extend the time of payment of
interest on, or reduce any amount payable upon redemption of, any such Debt
Security, or reduce the amount of principal of any Discount Security that would
be due and payable upon declaration of acceleration of the maturity thereof, or
the amount thereof provable in bankruptcy or impair or affect the right to
institute suit for the enforcement of any payment on or with respect to any such
Debt Security; or (b) reduce the above-stated percentage of outstanding Debt
Securities of any series necessary to modify or amend the Indenture; or (e)
modify any of the foregoing provisions or any of the provisions relating to the
waiver of certain past defaults or certain covenants, except to increase the
required percentage to effect such action or to provide that certain other
provisions may not be modified or waived without the consent of the holder of
such Debt Security.
Modifications and amendments of the Indenture will be permitted to be
made by the Company and the Trustee without the consent of any holder of Debt
Securities for any of the following purposes: (a) to convey, transfer, assign,
mortgage or pledge to the Trustee any property or assets as security for the
Debt Securities; (b) to evidence the succession of another
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person to the Company or the Guarantor as an obligor under the Indenture; (c) to
add to the covenants, agreements and obligations of the Company for the benefit
of the holders of all or any series of Debt Securities or to surrender any right
or power conferred upon the Company in the Indenture; (d) to cure any ambiguity,
defect or inconsistency in the Indenture; (e) to establish the form or terms of
Debt Securities of any series; (f) to add a guarantor; or (g) to provide for the
acceptance of appointment by a successor Trustee or facilitate the
administration of the trusts under the Indenture by more than one Trustee.
11. Denominations; Transfer. (a) The Securities are issuable in
registered form without coupons in denominations of $1,000 and any integral
multiple thereof.
(b) A certificate in global form representing all or a portion of the
Securities 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 by such Depositary or
any such nominee to a successor Depositary for such Securities or a nominee of
such successor Depositary.
12. No Liability of Certain Persons. No past, present or future
stockholder, employee, officer or director of the Company or any successor
thereof shall have any liability for any obligation, covenant or agreement of
the Company contained under this Security or the Indenture. Each holder by
accepting this Security waives and releases all such liability. This waiver and
release are part of the consideration for the issue of this Security.
13. Governing Law. The laws of the State of New York govern the
Indenture and this Security.
R-6
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfer(s)
unto:
PLEASE INSERT TAXPAYER
IDENTIFICATION NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP
CODE OF ASSIGNEE
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the within Security of Tyco International Group S.A. and all rights thereunder
and hereby irrevocably constitutes and appoints ______________________ attorney
to transfer said Security on the books of Tyco International Group S.A., with
full power of substitution in the premises
Dated:
--------------------------------
Signature
NOTICE: THE SIGNATURE(S) 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(S)
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.
R-7
