Exhibit 4.1


 






 


TYCO
INTERNATIONAL GROUP S.A.,


 


TYCO
INTERNATIONAL FINANCE S.A.,


 


TYCO
INTERNATIONAL LTD.


 


AND


 


WILMINGTON
TRUST COMPANY,

as Trustee


 


SUPPLEMENTAL
INDENTURE 2008-1

Dated as of May 15, 2008


 






 

















 


THIS SUPPLEMENTAL
INDENTURE 2008-1 is dated as of May 15, 2008 among Tyco International
Group S.A., a Luxembourg company (in liquidation) (“TIGSA”),
Tyco International Finance S.A., a Luxembourg company (“TIFSA”),
Tyco International Ltd., a Bermuda company (“Tyco”),
and Wilmington Trust Company, as successor to The Bank of New York, as trustee
(the “Trustee”).


 


RECITALS


 


A.                                  TIGSA
executed and delivered to the Trustee an Indenture, dated as of June 9,
1998 (as heretofore amended, the “Indenture”), to
provide for the issuance of the Securities.


 


B.                                    The
Boards of Directors of TIGSA, TIFSA and Tyco have determined it is desirable to
enter into this Supplemental Indenture.


 


C.                                    The entry into this Supplemental Indenture
2008-1 by the parties hereto is in all respects authorized by the provisions of
the Indenture.


 


D.                                   Reference is made herein to (i) a
Consent Solicitation Statement (the “2028-2029 Consent
Solicitation Statement”), dated April 11, 2008, relating to the
7.0% Notes due 2028 (the “2028 Notes”)
and the 6.875% Notes due 2029 (the “2029 Notes”), (ii) a
Consent Solicitation Statement, dated April 11, 2008 (the “Consent Solicitation Statement”), relating to the series of
Securities other than the 2028 Notes and the 2029 Notes that are outstanding
under the Indenture and certain other debt securities issued pursuant to an
Indenture, dated as of November 12, 2003 and (iii) the Offering
Memorandum, dated April 11, 2008, in connection with an offer to exchange
offered to certain holders of the 2028 Notes and the 2029 Notes (the “Offering Memorandum”).


 


NOW,
THEREFORE, for and in consideration of the foregoing premises, TIGSA, TIFSA,
Tyco and the Trustee mutually covenant and agree, subject to Section 2.5
hereof, for the equal and proportionate benefit of the respective holders from
time to time of the Securities as follows:


 


ARTICLE I


 


Section 1.1                                   Waiver
of Default or Event of Default.


 


Pursuant to Section 4.10
of the Indenture, any default or Event of Default, and the consequences
thereof, which may have arisen prior to April 11, 2008, including any
alleged default or Event of Default arising from the series of transactions
preparatory to and in connection with the separation of the electronics,
healthcare and fire and security and engineered products and services
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 (the “Separation
Transactions”) is hereby waived. 
Section 8.1 of the Indenture shall be amended to insert after the
first use of the word “assets,” the following: 
“(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).”


 


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Section 1.2                                   Expenses.


 


The Issuer
shall pay to the Trustee the actual legal fees and expenses incurred by or on
behalf of the Trustee and holders of beneficial interests in the Securities
arising from the Separation Transactions or 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, or any other legal proceeding arising out of the Separation
Transactions (the “Existing Litigation”),
that have been submitted in writing to the Issuer on or prior to the date of this
Supplemental Indenture 2008-1; provided that in no event shall such amount,
together with similar amounts owed in connection with the Indenture dated as of
November 12, 2003, initially among TIGSA, Tyco and The Bank of New York,
as supplemented, exceed $3,900,000 in the aggregate.  Such payment shall be deemed to have
satisfied all obligations of the Issuer under the Indenture relating to the
reimbursement of fees and expenses arising from the Separation Transactions or
the Existing Litigation.


 


Section 1.3                                   Additional
Obligor.


 


Each of the
parties to this Supplemental Indenture 2008-1 confirms that TIFSA
expressly agreed to become and did become, effective as of May 31, 2007, a
co-obligor with respect to the due and punctual payment of the principal of and
interest on all the Securities according to their tenor, and the due and
punctual performance and observance of all of the covenants and agreements of
the Indenture to be performed or observed by the Issuer.  In connection with TIFSA becoming such a
co-obligor, the Issuer remained as an obligor and Tyco remained as Guarantor
under the Indenture with respect to the Securities.


 


Section 1.4                                   Assumption
and Succession.


 


Each of the
parties to this Supplemental Indenture 2008-1 confirms that Tyco agreed
to assume and did assume, as of June 1, 2007, all of the obligations of the
Issuer under the Indenture, including the obligation to make the due and
punctual payment of the principal of and interest on all the Securities
according to their tenor and the due and punctual performance and observance of
all of the covenants and agreements of the Indenture to be performed or
observed by the Issuer, and Tyco succeeded to, and was substituted for, the
Issuer with the same effect as if Tyco had been named therein and TIGSA was
discharged from all obligations and covenants under the Indenture and the Securities
and may be liquidated and dissolved.


 


Section 1.5                                   Change
of Control.


 


(a)                                 With
respect to each series of Securities issued prior to and outstanding on April 11,
2008, if a Change of Control Triggering Event occurs, unless the Issuer has
exercised its option to redeem the Securities of a series, the Issuer shall be
required to make an offer (a “Change of Control Offer”)
to each Holder of the Securities of such series 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 Securities on the terms set forth herein. In a
Change of Control Offer, the Issuer shall be required to offer payment in cash
equal to 101% of the aggregate principal amount of Securities of such series
repurchased, plus accrued and unpaid interest, if any, on the Securities of
such series repurchased to the date of repurchase (a “Change of
Control Payment”). Within 30 days following any Change of Control
Triggering Event or, at the Issuer’s 


 


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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 Securities of such series describing in
reasonable detail the transaction that constitutes or may constitute the Change
of Control Triggering Event and offering to repurchase such Securities 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 Security together with the
form entitled “Election Form” (which form is annexed hereto as Exhibit A)
duly completed, or a telegram, telex, facsimile transmission or a letter from a
member of a national securities exchange, or the National Association of
Securities Dealers, Inc. or a commercial bank or trust company in the
United States setting forth:


 


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


 


(ii)                                 the
principal amount of such Security;


 


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


 


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


 


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


 


(vi)                             a
guarantee that such Security, 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 Security, but in that event the principal
amount of such Security remaining outstanding after repurchase must equal an
integral multiple of $1,000.


 


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


 


(i)                                    accept
for payment all Securities of the applicable series or portions of such
Securities 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 Securities of such series or portions of such Securities
properly tendered; and


 


(iii)                            deliver
or cause to be delivered to the Trustee the Securities of such series properly
accepted together with an Officers’ Certificate stating the aggregate 


 


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principal amount of Securities of such series or portions of such
Securities being repurchased.


 


(e)                                 The
Issuer 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 the Issuer and the third party purchases all Securities of
a series properly tendered and not withdrawn under its offer. In addition, the
Issuer shall not repurchase any Securities of a series 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
Issuer 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
Securities of this series as a result of a Change of Control Triggering Event.
To the extent that the provisions of any such securities laws or regulations prohibit
any portion of the Change of Control Offer provisions of the Securities of this
series, the Issuer shall comply with those securities laws and regulations and
shall not be deemed to have breached its obligations under such portion of the
Change of Control Offer provisions of the Securities of this series by virtue
of any such compliance.


 


(g)                                For
purposes of the Change of Control Offer provisions of the Securities of this
series, 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 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 


 


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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 the Issuer’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
Issuer.


 


“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
Securities of the applicable series or fails to make a rating of such
Securities publicly available for reasons outside of the Issuer’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 Issuer (as certified by a resolution of the
Issuer’s Board 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 applicable series of
Securities is lowered by at least two of the three Rating Agencies and such
Securities 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 Securities 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.


 


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“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 2008-1 except as and to
the extent otherwise specified herein.


 


ARTICLE II


 


MISCELLANEOUS


 


Section 2.1                                   Definitions.


 


Capitalized
terms used but not defined in this Supplemental Indenture 2008-1 shall have the
meanings ascribed thereto in the Indenture.


 


Section 2.2                                   Confirmation
of Indenture.


 


The Indenture,
as supplemented and amended by this Supplemental Indenture 2008-1, is in all
respects ratified and confirmed, and the Indenture, this Supplemental Indenture
2008-1 and all indentures supplemental thereto shall be read, taken and construed
as one and the same instrument.


 


Section 2.3                                   Concerning
the Trustee.


 


In carrying
out the Trustee’s responsibilities hereunder, the Trustee shall have all of the
rights, protections and immunities which it possesses under the Indenture.  The Trustee assumes no responsibility for the
correctness of the recitals contained herein. 
The Trustee makes no representations as to the validity or sufficiency
of this Supplemental Indenture 2008-1.


 


Section 2.4                                   NEW
YORK LAW TO GOVERN.


 


THIS SUPPLEMENTAL
INDENTURE 2008-1 SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE
OF NEW YORK, AND FOR ALL PURPOSES SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF THE CONFLICT OF LAWS
THEREOF.


 


Section 2.5                                   Effectiveness.


 


This
Supplemental Indenture 2008-1 shall become effective upon (i) execution by
the 


 


7

















 


TIGSA, TIFSA,
Tyco and the Trustee, (ii) the payment of the fees and expenses described
in Section 1.2 above, (iii) the payment, pursuant to the terms of the
Consent Solicitation Statement, the 2028-2029 Consent Solicitation Statement
and the Offering Memorandum, of the “Consent Payments” (as defined in the
relevant document), and (iv) satisfaction of the Order Condition and
General Conditions (each as defined in the Consent Solicitation Statement, the
2028-2029 Consent Solicitation Statement and the Offering Memorandum) or the
waiver thereof by TIFSA and Tyco.  To
evidence such satisfaction or waiver, Tyco shall provide an Officers’
Certificate to the Trustee certifying that such satisfaction or waiver has
occurred.


 


Section 2.6                                   Counterparts.


 


This Supplemental
Indenture 2008-1 may be executed in any number of counterparts each of which
shall be an original, but such counterparts shall together constitute but one
and the same instrument.


 


Section 2.7                                   No
Benefit.


 


Nothing in
this Supplemental Indenture 2008-1, express or implied, shall give to any
Person other than the parties hereto and their successors or assigns, and the
holders of the Securities, any benefit or legal or equitable rights, remedy or
claim under this Supplemental Indenture 2008-1 or the Indenture.


 


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IN WITNESS
WHEREOF, the parties hereto have caused this Supplemental Indenture 2008-1 to
be duly executed all as of the day and year first above written.


 


 


	
   

  	
  TYCO
  INTERNATIONAL GROUP S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ BDO Compagnie Fiduciaire

  
	
   

  	
  Name: BDO
  Compagnie Fiduciaire

  
	
   

  	
  Title:
  Liquidator

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  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,

  
	
   

  	
  as
  Trustee

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Patrick J. Healy

  
	
   

  	
  Name:
  Patrick J. Healy

  
	
   

  	
  Title: Vice
  President

  



 


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Exhibit A


 


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 Security (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 Security, 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, at 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 Security, either (i) this
Security 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 National Association of Securities Dealers, Inc.
or a commercial bank or a trust company in the United States setting forth (a) the
name of the Holder of the Security, (b) the principal amount of the
Security, (c) the principal amount of the Security to be repurchased, (d) the
certificate number or description of the tenor and terms of the Security, (e) a
statement that the option to elect repurchase is being exercised, and (f) a
guarantee stating that the Security 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 Security 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:

  



 


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