Exhibit 99.7
FORM OF TYCO SUPPORT AGREEMENT
1. FOR VALUE RECEIVED, Tyco International Ltd. ("TYCO") irrevocably covenants
and agrees with Tyco Acquisition Corp. XIX (NV) ("CIT HOLDINGS"), 3026192
Nova Scotia Company ("NEWCO") and CIT Exchangeco Inc. ("EXCHANGECO") that
each and every:
(a) representation and warranty of CIT Holdings contained in that
certain exchangeable share support agreement dated November 15, 1999
among The CIT Group, Inc. ("CIT"), Newco and Exchangeco (the "ESSA")
as supplemented by agreement in writing made as of the date hereof
among CIT, Newco, Exchangeco and CIT Holdings (the "SUPPLEMENTAL
ESSA"):
(i) contains no untrue statement; and
(ii) does not omit to state a fact that is required to be stated or
that is necessary to make such representation or warranty not
misleading in the light of the circumstances; and
(b) covenant, agreement or other obligation of CIT Holdings contained in
the ESSA shall be fully performed in the manner and at the time
required for payment or performance thereof.
2. Tyco acknowledges and agrees that:
(a) its obligations hereunder are full and unconditional; and
(b) no release or extinguishment of the obligations or liabilities of
CIT Holdings (other than in accordance with the terms of the ESSA),
whether by decree in any bankruptcy proceeding or otherwise, shall
affect the continuing validity and enforceability of this Agreement,
as well as any provision requiring or contemplating performance by
Tyco.
3. Tyco hereby waives, for the benefit of Exchangeco:
(a) any right to require Exchangeco, as a condition of payment or
performance by Tyco, to proceed against CIT Holdings or pursue any
other remedy whatsoever; and
(b) to the fullest extent permitted by law, any defences or benefits
that may be derived from or afforded by law which limit the
liability of or exonerate sureties, except to the extent that any
such defence is available to CIT Holdings.
4. Without limiting in any way the foregoing, Tyco covenants and agrees to
take all action to enable CIT Holdings to adhere to each of the provisions
of the ESSA and the Supplemental ESSA which requires an act or omission on
the part of Tyco or any of its subsidiaries to enable CIT Holdings to
comply with its obligations under the ESSA and the Supplemental ESSA.
TYCO SUPPORT AGREEMENT
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5. The provisions of Article 1 and Sections 4.3, 4.4, 4.5, 4.6, 4.7, 4.8,
4.9, 4.11 and 4.12 of the ESSA are incorporated herein, MUTATIS MUTANDIS,
except that notices and other communications hereunder to Tyco shall be
delivered to:
Tyco International Ltd.
The Zurich Centre, Second Floor
90 ▇▇▇▇▇ Bay Road
Pembroke, HM08
Bermuda
Attention: Chief Corporate Counsel
Fax: (441) 295 - 9647
Confirm No. (441) 292 - 8674
with a copy (which shall not constitute notice) to:
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ Bank Plaza
Toronto, Ontario
M5J 2J7 Canada
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
6. Tyco understands that CIT Holdings, Newco and Exchangeco are relying on
this Agreement in entering into the Supplemental ESSA and may enforce this
Agreement as if Tyco were a party thereto.
7. Notwithstanding the date of execution and delivery of this Agreement, it
shall only come into force and become effective as of the Effective Time
as defined in Section 1.02 of the agreement and plan of merger made as of
March 12, 2001 between CIT Holdings and CIT (the "TYCO PLAN OF MERGER").
If the Tyco Plan of Merger is terminated and the transactions contemplated
herein have been abandoned pursuant to Section 7.01 of the Tyco Plan of
Merger, then this Agreement shall be terminated and shall be of no further
force and effect.
Tyco has executed this Agreement as of the day of , 2001.
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TYCO INTERNATIONAL LTD.
By:
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Name:
Title:
TYCO SUPPORT AGREEMENT
