Exhibit 4.5
NOTE
March 27, 2000
On March 27, 2000, for value received, SIMPLEX TECHNOLOGIES INC., a
Massachusetts corporation (hereinafter called the "Issuer"), hereby promises to
pay to TYCO GROUP S.A.R.L., a company organized under the laws of the Grand
Duchy of Luxembourg (the "Lender"), the unpaid principal amount of this Note
issued by the Issuer to the Lender pursuant to Article Three of the Master Loan
Agreement (as defined below), and to pay Interest on the unpaid principal amount
of the Loan in accordance with Master Loan Agreement on the Interest Payment
Date in accordance with the terms and conditions of the Master Loan Agreement
and as specified as follows:
Note Series Designation: A
Number of Notes in Series: 1
Note Certificate Number: 1001A
Issue Date: March 27, 2000
Maturity Date: March 27, 2012
Term of Notes: 12 years
Currency of Note: U.S. Dollars
Principal Amount of Note: US$250,000,000
Principal Repayable in Installments:
Number of Installments: 1
Principal Repayment Dates: March 27, 2012
Amount of Principal Installment: US$250,000,000
Interest Rate: 7.5% p.a.
360 or 365 Day Year: 365
Interest Payment Dates per Year: March 15, June 15, Sept. 15 and Dec. 15
Place of Payment of Interest and Principal: Per Section 3.2
Redeemable Prior to Maturity: Yes
Redemption Price: Redemption Date Redemption Price as
During Period Percentage of Principal
-------------- -----------------------
03/27/00 - 03/26/01 105.0%
03/27/01 - 03/26/02 104.0%
03/27/02 - 03/26/03 103.0%
03/27/03 - 03/26/04 102.0%
03/27/04 - 03/26/05 101.0%
On or After 03/27/05 100.0%
Priority: Pari Passu
If Subordinated,
Designation of Notes Series Senior to this Note: N/A
Subordinated as to Payment of Principal: N/A
Subordinated as to Payment of Interest: N/A
Payments of principal and Interest under this Note shall be made in United
States dollars by wire transfer of immediately available funds to the bank
account or accounts as advised from time to time by the Lender in accordance
with Section 12.4 of the Master Loan Agreement.
This Note is a Note evidencing an advance under the Master Loan Agreement
dated as of March 27, 2000, between the Issuer and Lender, which provides, among
other things, for the issuance of Notes in one or more series by the Issuer up
to an aggregate principal amount of Five Hundred Million United States Dollars
(US$500,000,000), or its equivalent in any other currency (as determined on the
respective Issue Dates of all such Notes), for the repayment of such Notes, and
for the acceleration of the maturity of said Notes following an event of
default, all on the terms set forth in said Master Loan Agreement and in this
Note.
Unless otherwise specified herein, all capitalized terms herein will be as
defined in the Master Loan Agreement.
For and on Behalf of
SIMPLEX TECHNOLOGIES, INC.
By: _______________________________
Xxxx X. Xxxxxx
President
By: ________________________________
Xxxxxxx X. Xxxxxxxx
Treasurer
