Exhibit
4.3


 


EXECUTION
COPY


 


TYCO INTERNATIONAL FINANCE
S.A.


 


TYCO INTERNATIONAL LTD.


 


SUPPLEMENTAL INDENTURE
2008-2


 


$707,404,000


 


6 7/8% Notes due 2021


 


THIS SUPPLEMENTAL INDENTURE
2008-2, dated and effective as of 10:15 a.m. New York City time on June 3,
2008, among TYCO INTERNATIONAL FINANCE S.A., a Luxembourg company (the “Company”),
TYCO INTERNATIONAL LTD., a Bermuda company (“Tyco”), and WILMINGTON TRUST
COMPANY, as successor trustee (the “Trustee”).


 


WHEREAS, the Company, Tyco
and the Trustee are parties to an Indenture, dated as of June 9, 1998 (as
amended and supplemented, including by Supplemental Indenture 2008-1 which has
become effective in accordance with its terms as of 10:00 a.m. New York
City time on June 3, 2008, the “Indenture”), providing for the issuance
from time to time of one or more series of 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 ONE


 


RELATION TO INDENTURE; DEFINITIONS


 


SECTION 1.1                    INTEGRAL
PART. This Supplemental Indenture 2008-2 constitutes an
integral part of the Indenture.


 


SECTION 1.2                    GENERAL
DEFINITIONS. For all purposes of this
Supplemental Indenture 2008-2:


 

















 


(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 2008-2; and


 


(c)                                 the terms “HEREIN”,
“HEREOF”, “HEREUNDER” and other words of similar import refer to this
Supplemental Indenture 2008-2.


 


SECTION 1.3                    DEFINITIONS.
The following definitions shall apply to this Supplemental Indenture
2008-2:


 


“144A GLOBAL NOTE” means a Global Note bearing the Private
Placement Legend that will be issued in an aggregate principal amount equal to
the principal amount of Notes issued in global form in reliance on Rule 144A.


 


“ADDITIONAL INTEREST” means additional interest then owing pursuant
to the Registration Rights Agreement.


 


“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.


 


“APPLICABLE PROCEDURES”, with respect to any transfer or exchange
of or for beneficial interests in any Global Note, means the rules and
procedures of the Depositary, Euroclear and Clearstream that apply to such
transfer or exchange at the relevant time.


 


“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.


 


“CLEARSTREAM” means Clearstream Banking S.A., or its successors.


 


“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 


 


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Agent
obtains fewer than four such Redemption Reference Treasury Dealer Quotations,
the average of all such Redemption Reference Treasury Dealer Quotations.


 


“DEFINITIVE NOTE” means a certificated Note registered in the name
of the Holder thereof.


 


“DISTRIBUTION COMPLIANCE PERIOD” means the restricted period as
defined in Rule 903(b)(3) under the Securities Act.


 


“EUROCLEAR” means Euroclear Bank S.A./N.V., or its successor, as
operator of the Euroclear System.


 


“INDIRECT PARTICIPANT” means any entity that, with respect to the
Depositary, clears through or maintains a direct or indirect custodial
relationship with a Participant.


 


“NOTES” means the 6 7/8%
Notes due 2021 of the Company to which this Supplemental Indenture 2008-2
relates.


 


“PARTICIPANT”, with respect to the Depositary, Euroclear or Clearstream,
means a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to Depositary, shall include
Euroclear and Clearstream).


 


“PRIVATE PLACEMENT LEGEND” means the legend set forth in the form
of Note to be placed on all Restricted Notes, except as otherwise provided in Section 2.10
hereof.


 


“QIB” means a “qualified institutional buyer” as defined in Rule 144A.


 


“QUOTATION AGENT” means a
Redemption Reference Treasury Dealer appointed as such agent by the Company or
Tyco.


 


“REDEMPTION REFERENCE
TREASURY DEALER” means each of J.P. Morgan Securities Inc. and four other
primary U.S. Government securities dealers in The City of New York selected by
the Company or Tyco.


 


“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.


 


“REGISTRATION RIGHTS
AGREEMENT” means the Registration Rights Agreement, dated as of June 3,
2008, executed by the Company and Tyco for the benefit of the Holders (as
defined therein), relating to the Notes, as such agreement may be amended from
time to time.


 


“REGULATION S GLOBAL NOTE” means a permanent Global Note bearing
the Private Placement Legend that will be issued in an aggregate principal
amount equal to the principal amount of Notes issued in global form in reliance
on Regulations.


 


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“REGULATION S” means Regulation S promulgated under the Securities
Act, as it may be amended from time to time, and any successor provision
thereto.


 


“RESTRICTED DEFINITIVE NOTE” means a Definitive Note bearing the
Private Placement Legend.


 


“RESTRICTED GLOBAL NOTE” means a Global Note bearing the Private
Placement Legend.


 


“RESTRICTED NOTE” means each Note unless or until it has been (i) effectively
registered under the Securities Act and disposed of in accordance with a
registration statement with respect to such series or (ii) distributed to
the public pursuant to Rule 144 under the Securities Act (or any similar
provision then in force).


 


“RULE 144A” means Rule 144A promulgated under the Securities
Act, as it may be amended from time to time, and any successor provision
thereto.


 


“SECURITIES ACT” means the
Securities Act of 1933, as amended.


 


“SECURITY REGISTRAR” means
the office or agency where the Notes may be presented for registration of
transfer and exchange.


 


“UNRESTRICTED DEFINITIVE NOTE” means a Definitive Note that does
not bear and is not required to bear the Private Placement Legend.


 


“UNRESTRICTED GLOBAL NOTE” means a permanent Global Note that does
not bear and is not required to bear the Private Placement Legend.


 


“UNRESTRICTED NOTE” means a Note (i) effectively registered
under the Securities Act and disposed of in accordance with a registration
statement with respect to such series or (ii) distributed to the public
pursuant to Rule 144 under the Securities Act (or any similar provision
then in force).


 


ARTICLE TWO


 


THE SERIES OF NOTES


 


SECTION 2.1                    TITLE
OF THE SECURITIES. There shall be a series of
Securities designated as the “6 7/8% Notes due 2021” (the “Notes”).


 


SECTION 2.2                    LIMITATION
ON AGGREGATE PRINCIPAL AMOUNT; DATE OF NOTES. The aggregate
principal amount of the Notes shall not initially exceed $707,404,000. Each
Note shall be dated the date of its authentication.


 


SECTION 2.3                    PRINCIPAL
PAYMENT DATE. Subject to the provisions of Section 2.6
hereof and Articles Four and Twelve of the Indenture, the principal of the
Notes shall become due and payable in a single installment on January 15,
2021.


 


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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, 2008 (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 15,
2008 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 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 7/8% per annum until the Notes are paid in full, plus
Additional Interest, if any, payable pursuant to the Registration Rights
Agreement and as set forth in the Notes.


 


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”); provided that if such January 1 or July 1
is prior to the date of issuance of such Note, interest will be paid to the
Person in whose name such Note is registered at the close of business on such
date of issuance. 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 or date of issuance, as the case may be,
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 or Tyco 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 and Tyco for such purpose
shall initially be the office of the Trustee at [                        ].


 


At the option of the Company
and Tyco, 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 and
Tyco, 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.


 


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SECTION 2.6                    REDEMPTION.
The Notes are redeemable, in whole or in part, at the option of the
Company and Tyco 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.


 


Except as otherwise provided
herein, the Company and Tyco 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 and Tyco, 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 January 12,
1999, the Company and Tyco have 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 and Tyco; 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 and Tyco 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 and Tyco shall deliver to the Trustee (i) an Officers’ Certificate
from each of the Company and Tyco stating that the obligation to pay Additional
Amounts cannot be avoided by the Company and Tyco taking reasonable measures
available to it and (ii) a written opinion of independent legal counsel to
each of the Company and Tyco (of recognized standing) to the effect that the
Company and Tyco have 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 and Tyco cannot avoid the payment of such Additional
Amounts by taking reasonable measures available to them.


 


“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”), 


 


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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
payment made under or with respect to the Notes or the Guarantees, as the case
may be, the Company and 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 Taxes 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 and
Tyco or such Guarantor shall apply this clause (d), the Company and 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 and 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 and Tyco or such Guarantor, as the case may be, will use
their or 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 and Tyco’s or such Guarantor’s 


 


7

















 


efforts
to obtain such receipts, the same are not obtainable, other evidence of such
payments by the Company and Tyco or such Guarantor.


 


At least 30 days prior to
each date on which any payment under or with respect to the Notes or Guarantees
is due and payable, if the Company and Tyco or such Guarantor will be obligated
to pay Additional Amounts with respect to such payment, the Company and 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
setting 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 and
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 or 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.


 


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.


 


(a)                                 The Notes will
be initially represented by one or more Restricted Global Notes. The Company
hereby designates The Depository Trust Company as the initial Depositary for
the Global Notes. Each 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 Definitive Notes, such 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
nominee of such successor Depositary. The Depositary may surrender a Global
Note in exchange in whole or in part for Definitive Notes on such terms as are
acceptable to the Company, Tyco and the Depositary.


 


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(b)                                The Company or
Tyco may at any time in its sole discretion determine that all or any portion
of the Notes shall no longer be represented by a Global Note or Global Notes. In
such event the Company and Tyco shall execute, and the Trustee, upon receipt of
a written Company order or Tyco order (pursuant to Section 2.5 of the
Indenture) for the authentication and delivery of Definitive Notes of like
tenor, shall authenticate and deliver Definitive Notes of like tenor, 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).


 


(d)                                Transfer and
Exchange of Beneficial Interests in the Global Notes. The transfer
and exchange of beneficial interests in the Global Notes shall be effected
through the Depositary, in accordance with the provisions of the Indenture and
the Applicable Procedures. Beneficial interests in the Restricted Global Notes
shall be subject to restrictions on transfer set forth herein and to the extent
required by the Securities Act. Transfers of beneficial interests in the Global
Notes also shall require compliance with either subparagraph (1) or (2) below,
as applicable, as well as one or more of the other following subparagraphs, as
applicable:


 


(1)                                 Transfer of
Beneficial Interests in the Same Global Note. Beneficial interests in
any Restricted Global Note may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in the same Restricted Global Note
in accordance with the transfer restrictions set forth in the Private Placement
Legend. Beneficial interests in any Unrestricted Global Note may be transferred
to Persons who take delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note. No written orders or instructions shall be required
to be delivered to the Security Registrar to effect the transfers described in
this Section 2.10(d)(1).


 


(2)                                 All Other
Transfers and Exchanges of Beneficial Interests in Global Notes. In connection
with all transfers and exchanges of beneficial interests that are not subject
to Section 2.10(d)(1) above, the transferor of such beneficial
interest must deliver to the Security Registrar, as applicable, either:


 


(A)(1) an order from a
Participant or an Indirect Participant given to the Depositary in accordance
with the relevant Applicable Procedures directing the Depositary to credit or
cause to be credited a beneficial interest in another Global Note in an amount
equal to the beneficial interest to be transferred or exchanged and (2) instructions
given in accordance with the relevant Applicable Procedures containing
information regarding the Participant account to be credited with such
increase; or


 


(B)(1) an order from a
Participant or an Indirect Participant given to the Depositary in accordance
with the relevant Applicable Procedures directing the Depositary to cause to be
issued a Definitive Note in an amount equal to the beneficial interest to be
transferred or exchanged and (2) instructions given by the Depositary to
the Security Registrar containing information regarding the Person in whose
name such Definitive Note shall be registered to effect the transfer or
exchange referred to in (B)(1) above;


 


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Upon
satisfaction of all the requirements for transfer and exchange of beneficial
interests in Global Notes contained herein and in the Notes or otherwise
applicable under the Securities Act, the Trustee shall adjust the principal
amount of the relevant Global Note or Global Notes pursuant to Section 2.10(h).


 


(3)                                 Transfer of
Beneficial Interests to Another Restricted Global Note. A beneficial
interest in any Restricted Global Note may be transferred to a Person who takes
delivery thereof in the form of a beneficial interest in another Restricted
Global Note if the transfer complies with the requirements of Section 2.10(d)(2) and
the Security Registrar receives a completed certificate in the form of Exhibit A.


 


(4)                                 Transfer and
Exchange of Beneficial Interests in a Restricted Global Note for Beneficial
Interests in an Unrestricted Global Note. A beneficial interest in
any Restricted Global Note may be exchanged by any holder thereof for a
beneficial interest in an Unrestricted Global Note or transferred to a Person
who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note if the exchange or transfer complies with the
requirements of Section 2.10(d)(2) above and the Security Registrar
receives a completed certificate from such holder in the form of Exhibit A
or Exhibit B, as applicable, and an opinion of counsel in form, and from
legal counsel, reasonably acceptable to the Security Registrar and the Company
and Tyco to the effect that such exchange or transfer is in compliance with the
Securities Act and that the restrictions on transfer contained herein and in
the Private Placement Legend are no longer required in order to maintain
compliance with the Securities Act.


 


If any such transfer is
effected at a time when an Unrestricted Global Note has not yet been issued,
the Company and Tyco shall issue and, upon receipt of a written Company order
or Tyco order (pursuant to Section 2.5 of the Indenture) for the
authentication and delivery of such Note, the Trustee shall authenticate one or
more Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests so transferred. Beneficial
interests in an Unrestricted Global Note cannot be exchanged for, or
transferred to Persons who take delivery thereof in the form of, a beneficial
interest in a Restricted Global Note.


 


(e)                                 Transfer or
Exchange of Beneficial Interests for Definitive Notes.


 


(1)                                  Beneficial
Interests in Restricted Global Notes to Restricted Definitive Notes. If any holder
of a beneficial interest in a Restricted Global Note proposes to exchange such
beneficial interest for a Restricted Definitive Note or to transfer such
beneficial interest to a Person who takes delivery thereof in the form of a
Restricted Definitive Note, then, upon receipt by the Security Registrar of a
completed certificate from such holder in the form of Exhibit A or Exhibit B,
as applicable, and certificates and opinions of counsel, if applicable, the
Trustee shall cause the aggregate principal amount of the applicable Restricted
Global Note to be reduced accordingly pursuant to Section 2.10(h), and the
Company and Tyco shall execute a Restricted Definitive Note in the appropriate
principal amount and, upon receipt of a written Company order or Tyco order
(pursuant to Section 2.5 of the Indenture) for the authentication and
delivery of such Note, the 


 


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Trustee
shall authenticate and deliver to the Person designated in the instructions
such Restricted Definitive Note. Any Restricted Definitive Note issued in
exchange for a beneficial interest in a Restricted Global Note pursuant to this
Section 2.10(e) shall be registered in such name or names and in such
authorized denomination or denominations as the holder of such beneficial
interest shall instruct the Security Registrar through instructions from the
Depositary for such series and the Participant or Indirect Participant. The
Trustee shall deliver such Restricted Definitive Notes to the Persons in whose
names such Notes are so registered. Any Restricted Definitive Note issued in
exchange for a beneficial interest in a Restricted Global Note pursuant to this
Section 2.10(e)(1) shall bear the Private Placement Legend and shall
be subject to all restrictions on transfer contained therein.


 


(2)                                 Beneficial
Interests in Restricted Global Notes to Unrestricted Definitive Notes. A holder of a
beneficial interest in a Restricted Global Note may exchange such beneficial
interest for an Unrestricted Definitive Note or may transfer such beneficial
interest to a Person who takes delivery thereof in the form of an Unrestricted
Definitive Note only if the Security Registrar receives a completed certificate
from such holder in the form of Exhibit A or Exhibit B, as
applicable, and an opinion of counsel in form, and from legal counsel,
reasonably acceptable to the Security Registrar and the Company and Tyco to the
effect that such exchange or transfer is in compliance with the Securities Act
and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with
the Securities Act.


 


(3)                                 Beneficial
Interests in Unrestricted Global Notes to Unrestricted Definitive Notes. If any holder
of a beneficial interest in an Unrestricted Global Note proposes to exchange
such beneficial interest for an Unrestricted Definitive Note or to transfer
such beneficial interest to a Person who takes delivery thereof in the form of
an Unrestricted Definitive Note, then, upon satisfaction of the conditions set
forth in Section 2.10(d)(2), the Trustee shall cause the aggregate
principal amount of the applicable Unrestricted Global Note to be reduced
accordingly pursuant to Section 2.10(h), and the Company and Tyco shall
execute an Unrestricted Definitive Note in the appropriate principal amount
and, upon receipt of a written Company order or Tyco order for the
authentication and delivery of such Note, the Trustee shall authenticate and
deliver to the Person designated in the instructions such Unrestricted
Definitive Note. Any Unrestricted Definitive Note issued in exchange for a
beneficial interest pursuant to this Section 2.10(e)(3) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Security Registrar through instructions from the Depositary and the Participant
or Indirect Participant. The Trustee shall deliver such Unrestricted Definitive
Notes to the Persons in whose names such Notes are so registered. Any
Unrestricted Definitive Note issued in exchange for a beneficial interest
pursuant to this Section 2.10(e)(3) shall not bear the Private
Placement Legend.


 


 


11

















 


(f)                                   Transfer and
Exchange of Definitive Notes for Beneficial Interests.


 


(1)                                 Restricted
Definitive Notes to Beneficial Interests in Restricted Global Notes. If any Holder
of a Restricted Definitive  Note proposes to exchange such Note
for a beneficial interest in a Restricted Global Note or to transfer such
Restricted Definitive Note to a Person who takes delivery thereof in the form
of a beneficial interest in a Restricted Global Note, then, upon receipt by the
Trustee of the following documentation:


 


(A) if the Holder of
such Restricted Definitive Note proposes to exchange such Note for a beneficial
interest in a Restricted Global Note, a completed certificate from such Holder
in the form of Exhibit B; or


 


(B) if such Restricted
Definitive Note is being transferred to a QIB in accordance with Rule 144A
under the Securities Act or to a non-U.S. person in an offshore transaction in
accordance with Rule 903 or 904 under the Securities Act, a completed
certificate to that effect set forth in Exhibit A,


 


the Trustee shall cancel the
Restricted Definitive Note, increase or cause to be increased the aggregate
principal amount of, in the case of clause (A) above, the appropriate
Restricted Global Note and, in the case of clause (B) above, the 144A
Global Note or the Regulation S Global Note as applicable.


 


(2)                                 Restricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a
Restricted Definitive Note may exchange such Note for a beneficial interest in
an Unrestricted Global Note or transfer such Restricted Definitive Note to a
Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note only if the Security Registrar receives a completed
certificate from such Holder in the form of Exhibit A or Exhibit B,
as applicable, and an opinion of counsel in form, and from legal counsel,
reasonably acceptable to the Security Registrar and the Company and Tyco to the
effect that such exchange or transfer is in compliance with the Securities Act
and that the restrictions on transfer contained herein and in the Private
Placement Legend are no longer required in order to maintain compliance with
the Securities Act. Upon satisfaction of the conditions of any of the
subparagraphs in this Section 2.10(f)(2), the Trustee shall cancel the
Restricted Definitive Notes so transferred or exchanged and increase or cause
to be increased the aggregate principal amount of the Unrestricted Global Note.


 


(3)                                 Unrestricted
Definitive Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of
an Unrestricted Definitive Note may exchange such Note for a beneficial
interest in an Unrestricted Global Note or transfer such Definitive Note to a
Person who takes delivery thereof in the form of a beneficial interest in an
Unrestricted Global Note at any time. Upon receipt of a written request for
such an exchange or transfer, the Trustee shall cancel the applicable
Unrestricted Definitive Note and increase or cause to be increased the
aggregate principal amount of one of the Unrestricted Global Notes. If any such
exchange or transfer from a Definitive Note to a beneficial interest is
effected pursuant to subparagraphs (2) or (3) of this Section 2.10(f) at
a time when an Unrestricted Global Note has not yet been issued, the Company
and Tyco shall issue and, upon receipt of a written Company order or Tyco order
for the authentication and 


 


12

















 


delivery
of such Note, the Trustee shall authenticate one or more Unrestricted Global
Notes in an aggregate principal amount equal to the principal amount of
Definitive Notes so transferred.


 


(g)                                Transfer and
Exchange of Definitive Notes for Definitive Notes. Upon written
request by a Holder of Definitive Notes and such Holder’s compliance with the
provisions of this Section 2.10(g), the Trustee shall register the
transfer or exchange of Definitive Notes pursuant to the provisions of Section 2.9
of the Indenture. In addition to the requirements set forth in Section 2.9
of the Indenture, the requesting Holder shall provide any additional
certifications, documents, and information, as applicable, required pursuant to
the following provisions of this Section 2.10(g).


 


(1)                                 Restricted
Definitive Notes to Restricted Definitive Notes. Any Restricted Definitive
Note may be transferred to and registered in the name of a Person who takes
delivery thereof in the form of a Restricted Definitive Note if the Trustee
receives a completed certificate in the form of Exhibit A, including the
certifications, certificates and opinions of counsel required by item (3) thereof,
if applicable.


 


(2)                                 Restricted
Definitive Notes to Unrestricted Definitive Notes. Any
Restricted Definitive Note may be exchanged by the Holder thereof for an Unrestricted Definitive Note or
transferred to a Person or Persons who take delivery thereof in the form of an
Unrestricted Definitive Note if the Security Registrar receives a completed
certificate from such Holder in the form of Exhibit A or Exhibit B,
as applicable and an opinion of counsel in form, and from legal counsel,
reasonably acceptable to the Trustee and the Company and Tyco to the effect
that such exchange or transfer is in compliance with the Securities Act and
that the restrictions on transfer contained herein and in the Private Placement
Legend are no longer required in order to maintain compliance with the
Securities Act.


 


(3)                                 Unrestricted
Definitive Notes to Unrestricted Definitive Notes. A Holder of
an Unrestricted Definitive Note may transfer such Note to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Note in accordance
with subsection 2.9 of the Indenture. Upon receipt of a request to register
such a transfer, the Security Registrar shall register the Unrestricted Definitive
Note pursuant to the instructions from the Holder thereof.


 


(h)                                Cancellation
and/or Adjustment of Global Notes. At such time as all
beneficial interests in a particular Global Note have been exchanged for
Definitive Notes or a particular Global Note has been redeemed, repurchased or
cancelled in whole and not in part, each such Global Note shall be returned to
or retained and cancelled by the Trustee in accordance with Section 2.11
of the Indenture. At any time prior to such cancellation, if any beneficial
interest in a Global Note is exchanged for or transferred to a Person who will
take delivery thereof in the form of a beneficial interest in another Global
Note or for Definitive Notes, the principal amount of Notes represented by such
Global Note shall be reduced accordingly and an endorsement may be made on such
Global Note by the Trustee or by the Depositary at the direction of the Trustee
to reflect such reduction; and if the beneficial interest is being exchanged
for or transferred to a Person who will take delivery thereof in the form of a
beneficial interest in another Global Note, 


 


13

















 


such
other Global Note shall be increased accordingly and an endorsement may be made
on such Global Note by the Trustee or by the Depositary at the direction of the
Trustee to reflect such increase.


 


SECTION 2.11             FORM OF
NOTES. The Notes shall be substantially in the form
attached as Exhibit C hereto.


 


SECTION 2.12             DEFEASANCE
AND COVENANT DEFEASANCE. The provisions of Article Nine
of the Indenture shall apply to the Notes.


 


SECTION 2.13             CHANGE
OF CONTROL.


 


(a)                                 If a Change of
Control Triggering Event occurs, unless the Company and Tyco have exercised
their option to redeem the Notes, they shall be required to make an offer (a “Change of Control Offer”) to each Holder of the Notes to
repurchase, at the Holder’s election, all or any part (equal to $1,000 or an
integral multiple of $1,000 in excess thereof) of that Holder’s Notes on the
terms set forth herein. In a Change of Control Offer, the Company and Tyco
shall be required to offer payment in cash equal to 101% of the aggregate
principal amount of Notes repurchased, plus accrued and unpaid interest, if
any, on the Notes repurchased to the date of repurchase (a “Change of Control Payment”). Within 30 days following any
Change of Control Triggering Event or, at the Company’s or Tyco’s option, prior
to any Change of Control, but after public announcement of the transaction that
constitutes or may constitute the Change of Control, a notice shall be mailed
to Holders of the Notes describing in reasonable detail the transaction that
constitutes or may constitute the Change of Control Triggering Event and
offering to repurchase such Notes on the date specified in the notice, which
date shall be no earlier than 30 days and no later than 60 days from the date
such notice is mailed (a “Change of Control Payment
Date”). The notice shall, if mailed prior to the date of
consummation of the Change of Control, state that the offer to purchase is
conditioned on the Change of Control Triggering Event occurring on or prior to
the Change of Control Payment Date.


 


(b)                                In order to
accept the Change of Control Offer, the Holder must deliver (or otherwise
comply with alternative instructions in accordance with the procedures of the
Depositary) to the paying agent, at least five Business Days prior to the
Change of Control Payment Date, its Note together with the form entitled “Election
Form” (which form is annexed hereto as Exhibit D) duly completed, or a
telegram, telex, facsimile transmission or a letter from a member of a national
securities exchange, or the Financial Industry Regulatory Authority, Inc.
or a commercial bank or trust company in the United States setting forth:


 


(i)                                    the name of the
Holder of such Note;


 


(ii)                                the principal
amount of such Note;


 


(iii)                             the principal
amount of such Note to be repurchased;


 


(iv)                             the certificate
number or a description of the tenor and terms of such Note;


 


(v)                                a statement
that the Holder is accepting the Change of Control Offer; and


 


14
















 


(vi)                             a
guarantee that such Note, together with the form entitled “Election Form” duly
completed, will be received by the paying agent at least five Business Days
prior to the Change of Control Payment Date.


 


(c)                                 Any exercise by a
Holder of its election to accept the Change of Control Offer shall be
irrevocable. The Change of Control Offer may be accepted for less than the
entire principal amount of a Note, but in that event the principal amount of
such Note remaining outstanding after repurchase must equal an integral
multiple of $1,000.


 


(d)                                On
the Change of Control Payment Date, the Company and Tyco shall, to the extent
lawful:


 


(i)                                    accept
for payment all Notes or portions of such Notes properly tendered pursuant to
the Change of Control Offer;


 


(ii)                                deposit
with the paying agent an amount equal to the Change of Control Payment in
respect of all Notes or portions of Notes properly tendered; and


 


(iii)                             deliver
or cause to be delivered to the Trustee the Notes properly accepted together
with an Officers’ Certificate stating the aggregate principal amount of Notes
or portions of Notes being repurchased.


 


(e)                                 The Company and Tyco
shall not be required to make a Change of Control Offer upon the occurrence of
a Change of Control Triggering Event if a third party makes such an offer in
the manner, at the times and otherwise in compliance with the requirements for
an offer made by them and the third party purchases all Notes properly tendered
and not withdrawn under its offer. In addition, the Company and Tyco shall not
repurchase any Notes if there has occurred and is continuing on the Change of
Control Payment Date an Event of Default under the Indenture, other than a
default in the payment of the Change of Control Payment upon a Change of
Control Triggering Event.


 


(f)                                   The Company and Tyco
shall comply with the requirements of Rule 14e-1 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities
laws and regulations thereunder to the extent those laws and regulations are applicable
in connection with the repurchase of the Notes as a result of a Change of
Control Triggering Event. To the extent that the provisions of any such
securities laws or regulations conflict with this Section 2.13, the
Company and Tyco shall comply with those securities laws and regulations and
shall not be deemed to have breached their obligations under this Section 2.13
by virtue of any compliance with such laws or regulations.


 


(g)                                For purposes of this Section 2.13,
the following terms are applicable:


 


“Change of Control” means the occurrence on
or after April 11, 2008 of any of the following: (1) the direct or
indirect sale, lease, transfer, conveyance or other disposition (other than by
way of merger or consolidation), in one or more series of related transactions
(other than any transaction or series of related transactions that is the
subject of the Existing Litigation or otherwise relates to the Separation
Transactions), of all or substantially all of the assets of Tyco and its
subsidiaries, taken as a whole, to any person, other than Tyco or a direct or
indirect 


 


15

















 


wholly-owned
subsidiary of Tyco; (2) the consummation of any transaction (including,
without limitation, any merger or consolidation) the result of which is that
any person becomes the beneficial owner (as defined in Rules 13d-3 and
13d-5 under the Exchange Act), directly or indirectly, of more than 50% of Tyco’s
outstanding Voting Stock or other Voting Stock into which Tyco’s Voting Stock
is reclassified, consolidated, exchanged or changed, measured by voting power
rather than number of shares; (3) Tyco consolidates with, or merges with
or into, any person, or any person consolidates with, or merges with or into,
Tyco, in any such event pursuant to a transaction in which any of Tyco’s
outstanding Voting Stock or the Voting Stock of such other person is converted
into or exchanged for cash, securities or other property, other than any such
transaction where the shares of Tyco’s Voting Stock outstanding immediately
prior to such transaction constitute, or are converted into or exchanged for, a
majority of the Voting Stock of the surviving person or any direct or indirect
parent company of the surviving person immediately after giving effect to such
transaction; (4) the first day on which a majority of the members of Tyco’s
Board of Directors are not Continuing Directors; or (5) the adoption of a
plan relating to Tyco’s liquidation or dissolution. Notwithstanding the
foregoing, a transaction shall not be deemed to involve a Change of Control
under clause (1), (2) or (5) above if (i) Tyco becomes a
direct or indirect wholly-owned subsidiary of a holding company or a holding
company becomes the successor to Tyco under Section 8.2 of the Indenture
pursuant to a transaction that is permitted under Section 8.1 of the
Indenture and (ii) the direct or indirect holders of the Voting Stock of
such holding company immediately following that transaction (or a series of
related transactions) are substantially the same (and hold in the same
proportions) as the holders of Tyco’s Voting Stock immediately prior to that
transaction. The term “person,” as used in this definition, means any Person
and any two or more Persons as provided in Section 13(d)(3) of the
Exchange Act.


 


“Change of Control Triggering Event” means
the occurrence of both a Change of Control and a Rating Event.


 


“Continuing Directors” means, as of any date
of determination, any member of Tyco’s Board of Directors who (1) was a
member of such Board of Directors on April 11, 2008 or (2) was
nominated for election, elected or appointed to such Board of Directors with
the approval of a majority of the Continuing Directors who were members of such
Board of Directors at the time of such nomination, election or appointment
(either by a specific vote or by approval of Tyco’s proxy statement in which
such member was named as a nominee for election as a director, without
objection to such nomination).


 


“Existing Litigation” means the proceeding
originally entitled The Bank of New York 
v. Tyco International Group S.A., No. 07 Civ. 4659 (SAS),
pending in the United States District Court for the Southern District of New
York.


 


“Fitch” means Fitch Inc., and its successors.


 


“Investment Grade Rating” means a rating
equal to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or the
equivalent) by Moody’s and BBB- (or the equivalent) by S&P, and the
equivalent investment grade credit rating from any replacement rating agency or
rating agencies selected by the Company and Tyco.


 


16

















 


“Moody’s” means Moody’s Investors Service, Inc.,
and its successors.


 


“Rating Agencies” means (1) each of
Fitch, Moody’s and S&P; and (2) if any of Fitch, Moody’s or S&P
ceases to rate the Notes or fails to make a rating of such Notes publicly
available for reasons outside of the Company’s and Tyco’s control, a “nationally
recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under
the Exchange Act selected by the Company and Tyco (as certified by a resolution
of the Company’s and Tyco’s Boards of Directors) as a replacement agency for
Fitch, Moody’s or S&P, or all of them, as the case may be.


 


“Rating Event” means the rating on the Notes
is lowered by at least two of the three Rating Agencies and the Notes are rated
below an Investment Grade Rating by at least two of the three Rating Agencies
on any day during the period (which period shall be extended so long as the
rating of such Notes is under publicly announced consideration for a possible
downgrade by any of the Rating Agencies) commencing 60 days prior to the first
public notice of the occurrence of a Change of Control or Tyco’s intention to
effect a Change of Control and ending 60 days following consummation of such
Change of Control.


 


“Separation Transactions” means the series of
transactions preparatory to and in connection with the separation of the
electronics and healthcare businesses and related assets and liabilities of
Tyco and its subsidiaries and the distribution of such electronics and
healthcare businesses and related assets and liabilities to Tyco’s
shareholders.


 


“S&P” means Standard & Poor’s
Rating Services, a division of The McGraw-Hill Companies, Inc., and its
successors.


 


“Voting Stock” means, with respect to any
specified “Person” as of any date, the capital stock of such Person that is at
the time entitled to vote generally in the election of the board of directors
of such Person.


 


(h)                                The provisions of Article Eleven
of the Indenture shall apply to the Change of Control Offer provisions of this
Supplemental Indenture 2008-2 except as and to the extent otherwise specified
herein.


 


SECTION 2.14             REGISTRATION
RIGHTS AGREEMENT.  The
Holders of the Notes have the benefit of the Registration Rights
Agreement.  The Registration Rights
Agreement provides that Additional Interest would be payable if the Notes are
not freely tradeable under Rule 144 under the Securities Act by Holders of
the Notes who are not affiliates of the Company or Tyco on and after the 180th
day after the date hereof until the first anniversary of the date hereof (a “Registration Default”). 
The Company and Tyco shall notify the Trustee within five business days
after a Registration Default occurs in respect of which Additional Interest is
required to be paid.  Any amounts of
Additional Interest will be payable on the Interest Payment Dates.  References to the term “interest” in the
Indenture, as supplemented hereby, shall be deemed to include “Additional
Interest,” unless the context requires otherwise.


 


SECTION 2.15             LIMITATION
ON LIENS.  For purposes
of this Supplemental Indenture 2008-2, Section 3.9(a) of the
Indenture is amended to state in its entirety:


 


17

















 


“(a) liens existing on January 12,
1999;”.


 


ARTICLE THREE


 


MISCELLANEOUS PROVISIONS


 


SECTION 3.1                    ADOPTION, RATIFICATION AND CONFIRMATION.  The Indenture, as supplemented and amended by
this Supplemental Indenture 2008-2, is in all respects hereby adopted, ratified
and confirmed.


 


SECTION 3.2                    COUNTERPARTS.  This Supplemental Indenture 2008-2 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 2008-2 AND EACH
NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK.


 


18

















 


IN WITNESS WHEREOF, the parties hereto have
caused this Supplemental Indenture 2008-2 to be duly executed as of the time,
day and year first written above.


 


	
   

  	
  TYCO INTERNATIONAL FINANCE S.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Enrica Maccarini

  
	
   

  	
  Name:

  	
     Enrica Maccarini

  
	
   

  	
  Title:

  	
     Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TYCO INTERNATIONAL LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher J. Coughlin

  
	
   

  	
  Name:

  	
       Christopher J.
  Coughlin

  
	
   

  	
  Title: 

  	
       Executive Vice
  President & Chief 

  
	
   

  	
   

  	
       Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WILMINGTON TRUST COMPANY, Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Patrick J. Healy

  
	
   

  	
  Name:

  	
       Patrick J. Healy

  
	
   

  	
  Title:

  	
       Vice President

  



 


19

















 


EXHIBIT A


 


FORM OF CERTIFICATE OF TRANSFER


 


Tyco International Finance S.A.


58 Rue Charles Martel


L-2134 Luxembourg


Attention: The Managing Directors


 


[Trustee]

[Address]


 


Re: 6 7/8% Notes due 2021


 


Ladies and Gentlemen,


 


Reference is hereby made to the Indenture,
dated as of June 9, 1998, among Tyco International Finance S.A., a
Luxembourg company (the “Company”),
Tyco International Ltd., a Bermuda company (“Tyco”),
and
                            ,
a                             ,
as trustee (the “Trustee”), (as
amended and supplemented, the “Indenture”).
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.
                              
(the “Transferor”) owns and
proposes to transfer the Security or Securities or interest[s] in such Security
or Securities specified in Annex A hereto, in the principal amount of
$                  
in such Security or Securities or interest[s] (the “Transfer”), to
                      
(the “Transferee”), as further
specified in Annex A hereto. In connection with the Transfer, the Transferor
hereby certifies that:


 


CHECK ALL THAT APPLY


 


1.                                      o                                    Check if
Transferee will take delivery of a beneficial interest in the 144A Global
Security or a Definitive Security Pursuant to Rule 144A.  The
Transfer is being effected pursuant to and in accordance with Rule 144A
under the United States Securities Act of 1933, as amended (the “Securities Act”), and, accordingly, the
Transferor hereby further certifies that the beneficial interest or Definitive
Security is being transferred to a Person that the Transferor reasonably
believed and believes is purchasing the beneficial interest or Definitive
Security for its own account, or for one or more accounts with respect to which
such Person exercises sole investment discretion, and such Person and each such
account is a “qualified institutional buyer” within the meaning of Rule 144A
(a “QIB”) in a transaction meeting
the requirements of Rule 144A and such Transfer is in compliance with any
applicable blue sky securities laws of any State of the United States. Upon
consummation of the proposed Transfer in accordance with the terms of the
Indenture, the transferred beneficial interest or Definitive Security will be
subject to the restrictions on transfer enumerated in the Private Placement
Legend printed on the 144A Global Security and/or the Definitive Security and
in the Indenture and the Securities Act.


 


2.                                      o                                    Check if
Transferee will take delivery of a beneficial interest in the Regulation 


 


A-1

















 


S Global Security or a Definitive
Security pursuant to Regulation S.  The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and, accordingly, the Transferor hereby further certifies that (i) the
Transfer is not being made to a person in the United States and (y) at the
time the buy order was originated, the Transferee was outside the United States
or such Transferor and any Person acting on its behalf reasonably believed and
believes that the Transferee was outside the United States or (z) the
transaction was executed in, on or through the facilities of a designated
offshore securities market and neither such Transferor nor any Person acting on
its behalf knows that the transaction was prearranged with a buyer in the
United States, (ii) no directed selling efforts have been made in contravention
of the requirements of Rule 903(b) or Rule 904(b) of
Regulation S under the Securities Act, (iii) the transaction is not part
of a plan or scheme to evade the registration requirements of the Securities
Act and (iv) if the proposed Transfer is being made prior to the
expiration of the Distribution Compliance Period, the Transfer is not being
made to a U.S. person (as such is defined in Regulation S) or for the account
or benefit of a U.S. person (other than an initial purchaser of the Securities)
and the interest transferred will be held immediately thereafter through
Euroclear or Clearstream. Upon consummation of the proposed Transfer in
accordance with the terms of the Indenture, the transferred beneficial interest
or Definitive Security will be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Regulation S Global
Security and/or the Definitive Security and in the Indenture and the Securities
Act.


 


3.                                      o                                    Check and
complete if Transferee will take delivery of a beneficial interest in a
Definitive Security pursuant to any provision of the Securities Act other than Rule 144A
or Regulation S.  The Transfer is being effected in compliance
with the transfer restrictions applicable to beneficial interests in Restricted
Global Securities and Restricted Definitive Securities and pursuant to and in
accordance with the Securities Act and any applicable blue sky securities laws
of any State of the United States, and accordingly the Transferor hereby
further certifies that (check one):


 


(a)                                 o                                    Such
Transfer is being effected pursuant to and in accordance with Rule 144
under the Securities Act; or


 


(b)                                o                                    Such
Transfer is being effected to the Company or a subsidiary thereof; or


 


(c)                                 o                                    Such
Transfer is being effected pursuant to an effective registration statement
under the Securities Act and in compliance with the prospectus delivery
requirements of the Securities Act.


 


4.                                      o                                    Check if
Transferee will take delivery of a beneficial interest in an Unrestricted
Global Security or of an Unrestricted Definitive Security.


 


(a)                                 o                                    Check if Transfer is pursuant to Rule 144.  (i) The Transfer is being effected
pursuant to and in accordance with Rule 144 under the Securities Act and
in compliance with the transfer restrictions contained in the Indenture and any
applicable blue sky securities laws of any State of the United States and (ii) the
restrictions on 


 


A-2

















 


transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Definitive Security will no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Securities, on Restricted Definitive Securities and in the Indenture and the
Securities Act.


 


(b)                                o                                    Check if Transfer is Pursuant to Regulation S.  (i) The Transfer is being effected
pursuant to and in accordance with Rule 903 or Rule 904 under the
Securities Act and in compliance with the transfer restrictions contained in
the Indenture and any applicable blue sky securities laws of any State of the
United States and (ii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act. Upon consummation of the proposed
Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Definitive Security will no longer be subject to the
restrictions on transfer enumerated in the Private Placement Legend printed on
the Restricted Global Securities, on Restricted Definitive Securities and in the
Indenture and the Securities Act.


 


(c)                                 o                                    Check if Transfer is Pursuant to Other Exemption.  (i) The Transfer is being effected
pursuant to and in compliance with an exemption from the registration
requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904
and in compliance with the transfer restrictions contained in the Indenture and
any applicable blue sky securities laws of any State of the United States and (ii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities
Act. Upon consummation of the proposed Transfer in accordance with the terms of
the Indenture, the transferred beneficial interest or Definitive Security will
not be subject to the restrictions on transfer enumerated in the Private
Placement Legend printed on the Restricted Global Securities or Restricted
Definitive Securities and in the Indenture.


 


A-3

















 


This certificate and the statements contained
herein are made for your benefit and the benefit of the Company.


 


	
   

  	
  Dated:

  
	
   

  	
   

  
	
   

  	
   

  
	
  [Insert Name of Transferor]

  	
   

  



 


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


A-4

















 


ANNEX A TO CERTIFICATE OF TRANSFER


 


1.                                      The Transferor
owns and proposed to transfer the following:


 


[CHECK ONE OF (a) OR (b)]


 


(a)                                 o                                    a
beneficial interest in the:


 


(i)                                    o                                     144A
Global Security (CUSIP
              ),
or


 


(ii)                                 o                                     Regulation
S Global Security (CUSIP
              ),
or


 


(b)                                o                                    a
Restricted Definitive Security.


 


2.                                      After the
transfer the Transferee will hold:


 


(a)                                 o                                    a
beneficial interest in the:


 


(i)                                    o                                     144A
Global Security (CUSIP
              ),
or


 


(ii)                                 o                                     Regulation
S Global Security (CUSIP
              ),
or


 


(iii)                              o                                     Unrestricted
Global Security (CUSIP
              );
or


 


(b)                                o                                    a
Restricted Definitive Security; or


 


(c)                                 o                                    an
Unrestricted Definitive Security,


 


in accordance with the terms of the
Indenture.


 


A-5
















 


EXHIBIT
B


 


FORM OF CERTIFICATE OF EXCHANGE


 


Tyco
International Finance S.A.


58 Rue Charles Martel


L-2134 Luxembourg


Attention: The Managing Directors


 


[Trustee]


[Address of Trustee]


 


Re: 6 7/8% Notes due 2021


 


Ladies and Gentlemen,


 


Reference is hereby made to the Indenture, dated as of June 9,
1998, among Tyco International Finance S.A., a Luxembourg company (the “Company”), Tyco International Ltd., a
Bermuda company (“Tyco”), and
                            ,
a                                 ,
as trustee (the “Trustee”) (as
amended and supplemented, the “Indenture”).
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.


 


                              ,
(the “Owner”) owns and proposes to
exchange the Security or Securities or interest[s] in such Security or
Securities specified herein, in the principal amount of
$                  
in such Security or Securities or interest[s] (the “Exchange”). In connection with the Exchange, the Transferor
hereby certifies that:


 


1.             Exchange of Restricted Definitive
Securities or Beneficial Interests in a Restricted Global Security for
Unrestricted Definitive Securities or Beneficial Interests in an Unrestricted
Global Security.


 


(a)           o            Check if Exchange is from beneficial interest in a
Restricted Global Security to beneficial interest in an Unrestricted Global
Security. In connection with the Exchange of the Owner’s
beneficial interest in a Restricted Global Security for a beneficial interest
in an Unrestricted Global Security in an equal principal amount, the Owner
hereby certifies (i) the beneficial interest is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected
in compliance with the transfer restrictions applicable to the Global
Securities and pursuant to and in accordance with the United States Securities
Act of 1933, as amended (the “Securities Act”),
(iii) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act and (iv) the beneficial interest in an Unrestricted
Global Security is being acquired in compliance with any applicable blue sky
securities laws of any State of the United States.


 


B-1

















 


(b)           o            Check if Exchange is from beneficial interest in a
Restricted Global Security to Unrestricted Definitive Security.
In connection with the Exchange of the Owner’s beneficial interest in a
Restricted Global Security for an Unrestricted Definitive Security in an equal principal amount, the Owner
hereby certifies (i) the Definitive Security is being acquired for the
Owner’s own account without transfer, (ii) such Exchange has been effected
in compliance with the transfer restrictions applicable to the Restricted
Global Securities and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the Definitive Security is being acquired in compliance with any
applicable blue sky securities laws of any State of the United States.


 


(c)           o            Check if Exchange is from Restricted Definitive Security to
beneficial interest in an Unrestricted Global Security. In
connection with the Owner’s Exchange of a Restricted Definitive Security for a
beneficial interest in an Unrestricted Global Security, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner’s
own account without transfer, (ii) such Exchange has been effected in
compliance with the transfer restrictions applicable to Restricted Definitive
Securities and pursuant to and in accordance with the Securities Act, (iii) the
restrictions on transfer contained in the Indenture and the Private Placement
Legend are not required in order to maintain compliance with the Securities Act
and (iv) the beneficial interest in an Unrestricted Global Security is
being acquired in compliance with any applicable blue sky securities laws of
any State of the United States.


 


(d)           o            Check if Exchange is from Restricted Definitive Security to
Unrestricted Definitive Security.  In connection with the Owner’s Exchange of a
Restricted Definitive Security for an Unrestricted Definitive Security, the
Owner hereby certifies (i) the Unrestricted Definitive Security is being
acquired for the Owner’s own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to
Restricted Definitive Securities and pursuant to and in accordance with the
Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to
maintain compliance with the Securities Act and (iv) the Unrestricted
Definitive Security is being acquired in compliance with any applicable blue
sky securities laws of any State of the United States.


 


2.             Exchange of Restricted Definitive
Securities or Beneficial Interests in Restricted Global Securities for
Restricted Definitive Securities or Beneficial Interests in Restricted Global
Securities.


 


(a)           o            Check if Exchange is from beneficial interest in a
Restricted Global Security to Restricted Definitive Security.  In connection with the Exchange of the Owner’s
beneficial interest in a Restricted Global Security for a Restricted Definitive
Security with an equal principal amount, the Owner hereby certifies that the
Restricted Definitive Security is being acquired for the Owner’s own account
without transfer. Upon consummation of the proposed Exchange in accordance with
the terms of the Indenture, the Restricted Definitive Security issued will
continue to be subject to the restrictions on transfer enumerated in the 


 


B-2

















 


Private Placement Legend printed on the
Restricted Definitive Security and in the Indenture and the Securities Act.


 


(b)           o            Check if Exchange is from Restricted Definitive Security to
beneficial interest in a Restricted Global Security.  In connection with the Exchange of the Owner’s



 


Restricted Definitive Security for a
beneficial interest in the: [CHECK ONE] o
144A Global 


 


Security or o  Regulation S Global Security with an
equal principal amount, the Owner hereby certifies (i) the beneficial
interest is being acquired for the Owner’s own account without transfer and (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to Restricted Global Securities and pursuant to and in accordance
with the Securities Act, and in compliance with any applicable blue sky
securities laws of any State of the United States. Upon consummation of the
proposed Exchange in accordance with the terms of the Indenture, the beneficial
interest issued will be subject to the restrictions on transfer enumerated in
the Private Placement Legend printed on the relevant Restricted Global Security
and in the Indenture and the Securities Act.


 


B-3

















 


This certificate and the statements contained herein are made for your
benefit and the benefit of the Company.


 


	
   

  	
   

  
	
  [Insert Name of Owner]

  
	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  
	
   

  
	
  Dated:

  	
   

  	
   

  
				



 


B-4

















 


EXHIBIT C


 


[INSERT THE
FOLLOWING LEGENDS AS APPLICABLE]

[PRIVATE PLACEMENT LEGEND]


 


[THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD,
PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE FOLLOWING
SENTENCE.  BY ITS ACQUISITION HEREOF OR
OF A BENEFICIAL INTEREST HEREIN, THE ACQUIRER (1) REPRESENTS THAT (A) IT
AND ANY ACCOUNT FOR WHICH IT IS ACTING IS A “QUALIFIED INSTITUTIONAL BUYER”
(WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT) AND THAT IT
EXERCISES SOLE INVESTMENT DISCRETION WITH RESPECT TO EACH SUCH ACCOUNT, OR (B) IT
IS NOT A U.S. PERSON (WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES
ACT) AND (2) AGREES FOR THE BENEFIT OF THE ISSUER THAT IT WILL NOT OFFER,
SELL PLEDGE OR OTHERWISE TRANSFER THIS SECURITY OR ANY BENEFICIAL INTEREST
HEREIN, EXCEPT IN ACCORDANCE WITH THE SECURITIES ACT AND ANY APPLICABLE
SECURITIES LAWS OF ANY STATE OF THE UNITED STATES AND ONLY (A) TO THE
ISSUER, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BECOME
EFFECTIVE UNDER THE SECURITIES ACT, (C) TO A QUALIFIED INSTITUTIONAL BUYER
IN COMPLIANCE WITH RULE 144A UNDER THE SECURITIES ACT, (D) IN AN OFFSHORE
TRANSACTION IN COMPLIANCE WITH RULE 904 OF REGULATION S UNDER THE SECURITIES
ACT, OR (E) PURSUANT TO AN EXEMPTION FROM REGISTRATION PROVIDED BY RULE
144 UNDER THE SECURITIES ACT OR ANY OTHER AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.


 


PRIOR TO THE REGISTRATION OF ANY TRANSFER IN ACCORDANCE WITH (2)(C) ABOVE
OR (2)(D) ABOVE, A DULY COMPLETED AND SIGNED CERTIFICATE (THE FORM OF
WHICH MAY BE OBTAINED FROM THE TRUSTEE) MUST BE DELIVERED TO THE
TRUSTEE.  PRIOR TO THE REGISTRATION OF
ANY TRANSFER IN ACCORDANCE WITH (2)(E) ABOVE, THE COMPANY RESERVES THE
RIGHT TO REQUIRE THE DELIVERY OF SUCH LEGAL OPINIONS, CERTIFICATIONS OR OTHER
EVIDENCE AS MAY REASONABLY BE REQUIRED IN ORDER TO DETERMINE THAT THE
PROPOSED TRANSFER IS BEING MADE IN COMPLIANCE WITH THE SECURITIES ACT AND
APPLICABLE STATE SECURITIES LAWS.  NO
REPRESENTATION IS MADE AS TO THE AVAILABILITY OF ANY RULE 144 EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.]


 


[GLOBAL NOTE
LEGEND]


 


[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 


 


C-1

















 


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 LTD.

TYCO INTERNATIONAL FINANCE S.A.


 


6 7/8%
NOTE DUE 2021


 


No. [    ]


 


$[                  ]                                                                                                                                                         CUSIP:
[                  ]


 


TYCO INTERNATIONAL LTD., a Bermuda company, and TYCO INTERNATIONAL
FINANCE S.A., a Luxembourg company (collectively, the “ISSUER”), for value
received, hereby promises to pay to
[                          ]
or registered assigns, the principal sum of
[                      ]
DOLLARS on January 15, 2021, 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, 2008, 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 15, 2008
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, plus Additional Interest, if any, payable pursuant to the Registration
Rights Agreement.  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 


 


C-2

















 


Business Day), as the case may be (each, a “REGULAR
RECORD DATE”), immediately preceding such Interest Payment Date; provided that
if such January 1 or July 1 is prior to the date of issuance of this
Note, interest will be paid to the Person in whose name this Note is registered
at the close of business on such date of issuance.  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 or issuance
date, as the case may be, 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.


 


IN WITNESS WHEREOF, EACH OF TYCO INTERNATIONAL FINANCE S.A. AND TYCO
INTERNATIONAL LTD. has caused this instrument to be signed by its duly
authorized officer.


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
  TYCO INTERNATIONAL FINANCE S.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TYCO INTERNATIONAL FINANCE S.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TYCO INTERNATIONAL LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


C-3

















 


	
   

  	
  TYCO INTERNATIONAL LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


C-4

















 


TRUSTEE’S CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities of the series designated herein referred
to in the within-mentioned Indenture.


 


	
   

  	
  WILMINGTON TRUST COMPANY,

  
	
   

  	
  as Trustee

  
	
   

  
	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  



 


C-5

















 


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:

  	
   

  
	
   

  	
  TYCO INTERNATIONAL LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Title:

  	
   

  



 


C-6
















 


REVERSE OF NOTE


 


TYCO INTERNATIONAL FINANCE S.A.


 


TYCO INTERNATIONAL LTD.


 


6 7/8% NOTE DUE 2021


 


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 7/8% Notes due 2021 of the Issuer, initially limited
in aggregate principal amount to
$[         ], all issued or to be
issued under and pursuant to an indenture, dated as of June 9, 1998 (as
amended and supplemented, the “Indenture”), among the Issuer, Tyco International
Ltd. (in its capacity as Guarantor, “Tyco”) and Wilmington Trust Company, 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 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 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.


 


C-7

















 


(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 (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.


 


C-8

















 


“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 agent by the Company or Tyco.


 


“REDEMPTION REFERENCE TREASURY DEALER” means each of J.P. Morgan
Securities Inc. and four other primary U.S. Government securities dealers in
The City of New York selected by the Company or Tyco.


 


“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.                                      CHANGE OF CONTROL TRIGGERING EVENT.  Upon the occurrence of a Change of Control
Triggering Event, unless this Note is being redeemed, the Holder of this Note
will have the right to require that all or a portion, in $1,000
increments, of this Note be purchased at a purchase price equal to 101% of the
principal amount hereof plus accrued and unpaid interest, if any, to the date
of purchase.


 


C-9

















 


9.                                      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.


 


10.                               HOLDER 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 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.


 


11.                               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.


 


12.                               GOVERNING LAW.  THE LAWS OF THE STATE OF NEW YORK GOVERN THE
INDENTURE AND THIS NOTE.


 


13.                               ADDITIONAL AMOUNTS.  The Issuer is obligated to pay Additional
Amounts on this Note to the extent provided in Article Twelve of the
Indenture.


 


14.                               REGISTRATION RIGHTS AGREEMENT.  The Holder of this Note has the benefit of
the Registration Rights Agreement.  The
Registration Rights Agreement provides that 


 


C-10

















 


Additional Interest will be payable if the
Notes are not freely tradeable under Rule 144 under the Securities Act by
Holders of the Notes who are not affiliates of the Company or Tyco on and after
the 180th day after the initial issuance of the Notes until the first
anniversary of the initial issuance of the Notes (a “Registration Default”).  Any amounts of Additional Interest will be
payable on the Interest Payment Dates.


 


C-11

















 


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 Finance S.A. and Tyco
International Ltd. and all rights thereunder and hereby irrevocably constitutes
and appoints such person attorney to transfer such Note on the books of Tyco
International Finance S.A. and Tyco International Ltd., 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.

  



 


 


C-12

















 


[INSERT THE FOLLOWING FOR
GLOBAL NOTES]


 


SCHEDULE OF EXCHANGES OF
SECURITIES


 


The following exchanges of a part of this Global Security for Physical
Securities or a part of another Global Security have been made:


 


	
  Date of

  Exchange

  	
   

  	
  Amount of decrease

  in principal amount

  of this Global

  Security

  	
   

  	
  Amount of increase

  in principal amount

  of this Global

  Security

  	
   

  	
  Principal amount of

  this Global Security

  following such

  decrease (or

  increase)

  	
   

  	
  Signature of

  authorized officer of

  Trustee

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


C-13

















 


EXHIBIT D


 


ELECTION FORM


 


TO BE COMPLETED ONLY IF THE HOLDER


ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER


 






 


The undersigned hereby irrevocably requests
and instructs the Issuer to repurchase the within Note (or the portion thereof
specified below), pursuant to its terms, on the Change of Control Payment Date
specified in the Change of Control Offer, for the Change of Control Payment
specified in the within Note, to the undersigned,                                                                                 ,
at                                                                                    
(please print or typewrite name and address of the undersigned).


 


For this election to accept the
Change of Control Offer to be effective, the undersigned must (A) deliver,
to the address of the paying agent set forth below or at such other place or
places of which the Issuer shall from time to time notify the Holder of the
within Note, either (i) this Note with this “Election Form” form duly
completed, or (ii) a telegram, telex, facsimile transmission or a letter from
a member of a national securities exchange or the Financial Industry Regulatory
Authority, Inc. or a commercial bank or a trust company in the United
States setting forth (a) the name of the Holder of the Note, (b) the
principal amount of the Note, (c) the principal amount of the Note to be
repurchased, (d) the certificate number or description of the tenor and
terms of the Note, (e) a statement that the option to elect repurchase is
being exercised, and (f) a guarantee stating that the Note to be repurchased,
together with this “Election Form” duly completed, will be received by the
paying agent at least five Business Days prior to the Change of Control Payment
Date or (B) otherwise comply with alternative instructions in accordance
with the procedures of the depositary. The address of the paying agent is Rodney
Square North;  1100 North Market
Street; Wilmington, DE 19890-1600;  Attention:  Corporate Client Services.


 


If less than the entire
principal amount of the within Note is to be repurchased, specify the portion
thereof (which principal amount must be $1,000 or an integral multiple of
$1,000 in excess thereof) which the Holder elects to have repurchased: $                       .


 


 


	
   

  	
  Holder:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


D-1