Exhibit 4.2


 




 





TYCO INTERNATIONAL GROUP S.A.,


as Issuer


 


AND


 


TYCO INTERNATIONAL LTD.,


as Guarantor


 


AND


 


THE BANK OF NEW YORK,


as Trustee


 


 


FIRST SUPPLEMENTAL INDENTURE

Dated as of November 12, 2003


 


 


$1,000,000,000 of 6% Notes due 2013




 





 

















 


THIS FIRST SUPPLEMENTAL
INDENTURE is dated as of November 12, 2003 among Tyco International Group
S.A., a Luxembourg company (the “Company”),
Tyco International Ltd., a Bermuda company (“Tyco”),
and The Bank Of New York, a New York banking corporation (the “Trustee”).


 


RECITALS


 


A.                                   Tyco,
the Company and the Trustee executed and delivered an Indenture, dated as of
November 12, 2003, (the “Base Indenture”),
to provide for the issuance by the Company from time to time of unsubordinated
debt securities evidencing its unsecured indebtedness.


 


B.                                     Pursuant
to Board Resolutions, the Company has authorized the issuance of $1,000,000,000
principal amount of 6% Notes due 2013 (the “Offered
Securities”).


 


C.                                     The
entry into this First Supplemental Indenture by the parties hereto is in all
respects authorized by the provisions of the Base Indenture.


 


D.                                    Tyco
and the Company desire to enter into this First Supplemental Indenture pursuant
to Section 9.01 of the Base Indenture to establish the terms of the
Offered Securities in accordance with Section 2.01 of the Base Indenture
and to establish the form of the Offered Securities in accordance with
Section 2.02 of the Base Indenture.


 


E.                                      All
things necessary to make this First Supplemental Indenture a valid indenture
and agreement according to its terms have been done.


 


NOW,
THEREFORE, for and in consideration of the foregoing premises, Tyco, the
Company and the Trustee mutually covenant and agree for the equal and
proportionate benefit of the respective holders from time to time of the Offered
Securities as follows:


 


ARTICLE I


 


Section 1.1.                                   Terms of Offered
Securities.


 


The following
terms relate to the Offered Securities:


 


(1)                                  The
Offered Securities constitute a series of securities having the title “6% Notes
due 2013”.


 


(2)                                  The
initial aggregate principal amount of the Offered Securities that may be
authenticated and delivered under the Base Indenture (except for Offered
Securities authenticated and delivered upon registration of, transfer of, or in
exchange for, or in lieu of, other Offered Securities pursuant to
Section 2.05, 2.06, 2.07, 2.11, or 3.03) is $1,000,000,000.


 


(3)                                  The
entire Outstanding principal of the Offered Securities shall be payable on
November 15, 2013.


 

















 


(4)                                  The
rate at which the Offered Securities shall bear interest shall be 6% per year
plus Additional Interest, if any, payable pursuant to the Registration Rights
Agreement and as set forth in the Offered Securities.  The date from which interest shall accrue on the Offered Securities
shall be November 12, 2003, or the most recent Interest Payment Date to
which interest has been paid or provided for. 
The Interest Payment Dates for the Offered Securities shall be May 15
and November 15 of each year, beginning May 15, 2004.  Interest and Additional Interest, if any, shall
be payable on each Interest Payment Date to the holders of record at the close
of business on the date 15 days prior to such Interest Payment Date (a “regular record date”).  The basis upon which interest shall be
calculated shall be that of a 360-day year consisting of twelve 30-day months.


 


(5)                                  The
Offered Securities shall be issuable in whole in the registered form of one or
more Restricted Global Securities, and the Depository for such Restricted
Global Securities shall be The Depository Trust Company, New York, New
York.  The Offered Securities shall be
substantially in the form attached hereto as Exhibit A the terms of which are
herein incorporated by reference.


 


(6)                                  (A)                              The Offered Securities will be subject to
redemption at the option of the Company on any date (a “Redemption Date”) prior to
the maturity date, in whole or from time to time in part, in $1,000 increments
(provided that any remaining principal amount thereof shall be at least
the minimum authorized denomination thereof), at a redemption price equal to
the greater of (i) 100% of the principal amount of the Offered Securities to be
redeemed and (ii) as determined by the
Quotation Agent and delivered to the Trustee, the sum of the present values of
the remaining scheduled payments of principal and interest thereon due on any
date after the Redemption Date (excluding the portion of interest that will be
accrued and unpaid to and including the Redemption Date) discounted from their
scheduled date of payment to the Redemption Date (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate
plus 25 basis points (such greater amount is referred to herein as the “Redemption
Price”), plus, in either the case of clause (a) or clause (b),
accrued and unpaid interest and Additional Interest, if any, thereon to the
Redemption Date.


 


(B)                                As
used herein:


 


“Adjusted Redemption Treasury Rate”, with
respect to any Redemption Date, means the 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.


 


“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”, with
respect to any Redemption Date, means (i) the average of the Redemption
Reference Treasury Dealer Quotations for such


 


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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.


 


“Redemption Reference Treasury Dealer” means
four primary U.S.  Government securities
dealers in the United States selected by the Company.


 


“Redemption Reference Treasury Dealer Quotations”,
with respect to each Redemption Reference Treasury Dealer and any Redemption
Date, means the average, as determined by the Quotation Agent, of the bid and offer
prices at 11:00 a.m. New York City time 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 on the third Business Day preceding
such Redemption Date.


 


(7)                                  The
Offered Securities shall not be redeemable at the option of any holder thereof,
upon the occurrence of any particular circumstances or otherwise.  The Offered Securities will not have the
benefit of any sinking fund.


 


(8)                                  Except
as provided herein, the holders of the Offered Securities shall have no special
rights in addition to those provided in the Base Indenture upon the occurrence
of any particular events.


 


(9)                                  The
Offered Securities will be general unsecured and unsubordinated obligations of
the Company and will be ranked equally among themselves.


 


(10)                            Tyco
shall provide a Guarantee with respect to the Offered Securities as
contemplated by Sections 2.16 and Article XV of the Base Indenture.


 


(11)                            The
Offered Securities are not convertible into shares of common stock or other
securities of the Company.


 


(12)                            The
additional Event of Default and restrictive covenant set forth in Sections 1.3
and 1.4 shall be applicable to the Offered Securities.


 


Section 1.2                                      Additional Defined Terms.


 


As used
herein, the following defined terms shall have the following meanings with
respect to the Offered Securities only:


 


“Additional Interest” means all additional
interest then owing pursuant to the Registration Rights Agreement.


 


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“Attributable Debt”, in connection with a
Sale and Lease-Back Transaction, as of any particular time, means the aggregate
of present values (discounted at a rate that, at the inception of the lease,
the lessee would have incurred to borrow over a similar term the funds
necessary to purchase the leased assets) of the obligations of the Company or
any Restricted Subsidiary for net rental payments during the remaining term of
the applicable lease, including any period for which such lease has been
extended or may, at the option of the lessor, be extended.  The term “net rental payments” under any
lease of any period shall mean the sum of the rental and other payments
required to be paid in such period by the lessee thereunder, not including any
amounts required to be paid by such lessee, whether or not designated as rental
or additional rental, on account of maintenance and repairs, reconstruction,
insurance, taxes, assessments, water rates or similar charges required to be
paid by such lessee thereunder or any amounts required to be paid by such
lessee thereunder contingent upon the amount of sales, maintenance and repairs,
reconstruction, insurance, taxes, assessments, water rates or similar charges.


 


“Consolidated Net Worth” at any date means
total assets less total liabilities, in each case appearing on the most
recently prepared consolidated balance sheet of the Company and its
subsidiaries as of the end of a fiscal quarter of the Company, prepared in
accordance with United States generally accepted accounting principles as in
effect on the date of calculation.


 


“Consolidated Tangible Assets” at any date
means total assets less all intangible assets appearing on the most recently
prepared consolidated balance sheet of the Company and its subsidiaries as of
the end of a fiscal quarter of the Company, prepared in accordance with United
States generally accepted accounting principles as in effect on the date of calculation.  “Intangible assets” means the amount (if
any) which would be stated under the heading “Costs in Excess of Net Assets of
Acquired Companies” or under any other heading relating to intangible assets
separately listed, in each case on the face of such consolidated balance sheet.


 


“Funded Indebtedness” means any Indebtedness
maturing by its terms more than one year from the date of the determination
thereof, including any Indebtedness renewable or extendible at the option of
the obligor to a date later than one year from the date of the determination
thereof.


 


“Indebtedness” means, without duplication,
the principal amount (such amount being the face amount or, with respect to
original issue discount bonds or zero coupon notes, bonds or debentures or similar
securities, determined based on the accreted amount as of the date of the most
recently published balance sheet) of (i) all obligations for borrowed
money, (ii) all obligations evidenced by debentures, notes or other
similar instruments, (iii) all obligations in respect of letters of credit
or bankers acceptances or similar instruments or reimbursement obligations with
respect thereto (such instruments to constitute Indebtedness only to the extent
that the outstanding reimbursement obligations in respect thereof are
collateralized by cash or cash equivalents reflected as assets on a balance
sheet prepared in accordance with United States generally accepted accounting
principles), (iv) all obligations to pay the deferred purchase price of
property or services, except trade accounts payable or promissory notes payable
arising in the ordinary course of business, (v) all obligations as lessee
which are capitalized in accordance with United States generally accepted
accounting principles and (vi) all Indebtedness of others guaranteed by
the Company or any of its


 


5

















 


subsidiaries or for which the Company or any of its subsidiaries is
legally responsible or liable (whether by agreement to purchase indebtedness of,
or to supply funds or to invest in, others).


 


“Non-Recourse Indebtedness” means
Indebtedness upon the enforcement of which recourse may be had by the holder(s)
thereof only to identified assets of Tyco or the Company or any Subsidiary of
Tyco or the Company and not to Tyco or the Company or any Subsidiary of Tyco or
the Company personally.


 


“Principal Property” means any
manufacturing, processing or assembly plant or facility or any warehouse or
distribution facility which is used by any U.S. Subsidiary after the date
hereof, other than any such plants, facilities, warehouses or portions thereof,
which in the opinion of the Board of Directors of the Company, are not
collectively of material importance to the total business conducted by the
Company and its Restricted Subsidiaries as an entirety, or which, in each case,
has a book value, on the date of the acquisition or completion of the initial
construction thereof by the Company, of less than 1.5% of Consolidated Tangible
Assets.


 


“Registration Rights Agreement” means the
Registration Rights Agreement, dated as of November 12, 2003, between the
Company, Tyco and the other parties named on the signature pages thereof,
relating to the Offered Securities, as such agreement may be amended or
supplemented from time to time and, with respect to any debt securities (other
than the Offered Securities) issued under this Indenture as part of the same
series as the Offered Securities, one or more registration rights agreements
among the Company, Tyco and the other parties thereto, as such agreement(s) may
be amended or supplemented from time to time, relating to rights given by the
Company and Tyco to the purchasers of such additional debt securities to
register such additional debt securities under the Securities Act.


 


“Restricted Subsidiary” means any Subsidiary
of the Company which owns or leases a Principal Property.


 


“Sale and Lease-Back Transaction” means an
arrangement with any Person providing for the leasing by the Company or a
Restricted Subsidiary of any Principal Property whereby such Principal Property
has been or is to be sold or transferred by the Company or a Restricted
Subsidiary to such Person other than Tyco, the Company or any their respective
Subsidiaries; provided, however, that the foregoing shall not apply to any such
arrangement involving a lease for a term, including renewal rights, for not
more than three years.


 


Section 1.3.                                   Additional Covenants.


 


The following
additional covenants shall apply with respect to the Offered Securities so long
as any of the Offered Securities remain Outstanding:


 


(1)                                  Limitation
on Liens.


 


After the date
hereof and so long as any of the Offered Securities are Outstanding (but
subject to defeasance, as provided in the Indenture), the Company will not, and
will not permit any Restricted Subsidiary to, issue, assume or guarantee any
Indebtedness that is secured by a mortgage, pledge, security interest, lien or
encumbrance (each a “lien”) upon
any Principal


 


6

















 


Property, or any shares of stock of or Indebtedness issued by any
Restricted Subsidiary, whether now owned or hereafter acquired, without
effectively providing that, for so long as such lien shall continue in
existence with respect to such secured Indebtedness, the Offered Securities
(together with, if the Company shall so determine, any other Indebtedness of
the Company ranking equally with the Offered Securities, it being understood
that for purposes hereof, Indebtedness which is secured by a lien and
Indebtedness which is not so secured shall not, solely by reason of such lien,
be deemed to be of different ranking) shall be equally and ratably secured by a
lien ranking ratably with or equal to (or at the Company’s option prior to)
such secured Indebtedness; provided, however, that the foregoing covenant shall
not apply to:


 


(a)                                  liens
existing on the date the Offered Securities are first issued;


 


(b)                                 liens
on the stock, assets or Indebtedness of a Person existing at the time such
Person becomes a Restricted Subsidiary, unless created in contemplation of such
Person becoming a Restricted Subsidiary;


 


(c)                                  liens
on any assets or Indebtedness of a Person existing at the time such Person is
merged into the Company or a Restricted Subsidiary or at the time of a
purchase, lease or other acquisition of the assets of a corporation or firm as
an entirety or substantially as an entirety by the Company or any Restricted
Subsidiary;


 


(d)                                 liens
on any Principal Property existing at the time of acquisition thereof by the
Company or any Restricted Subsidiary, or liens to secure the payment of the
purchase price of such Principal Property by the Company or any Restricted
Subsidiary, or to secure any Indebtedness incurred, assumed or guaranteed by
the Company or a Restricted Subsidiary for the purpose of financing all or any
part of the purchase price of such Principal Property or improvements or
construction thereon, which Indebtedness is incurred, assumed or guaranteed
prior to, at the time of or within one year after such acquisition (or in the
case of real property, completion of such improvement or construction or
commencement of full operation of such property, whichever is later); provided,
however, that in the case of any such acquisition, construction or improvement,
the lien shall not apply to any Principal Property theretofore owned by the
Company or a Restricted Subsidiary, other than the Principal Property so
acquired, constructed or improved;


 


(e)                                  liens
securing Indebtedness owing by any Restricted Subsidiary to the Company, Tyco
or a Subsidiary or by the Company to Tyco;


 


(f)                                    liens
in favor of the United States or any State thereof, or any department, agency
or instrumentality or political subdivision of the United States of America or
any State thereof, or in favor of any other country or any political
subdivision thereof, to secure partial, progress, advance or other payments
pursuant to any contract, statute, rule or regulation or to secure any
Indebtedness incurred or guaranteed for the purpose of financing all or any
part of the purchase price (or, in the case of real property, the cost of
construction or improvement) of the Principal Property subject to such liens
(including liens incurred in connection with pollution control, industrial
revenue or similar financings);


 


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(g)                                 pledges,
liens or deposits under worker’s compensation or similar legislation, and liens
thereunder that are not currently dischargeable, or in connection with bids,
tenders, contracts (other than for the payment of money) or leases to which the
Company or any Restricted Subsidiary is a party, or to secure the public or
statutory obligations of the Company or any Restricted Subsidiary, or in
connection with obtaining or maintaining self-insurance, or to obtain the
benefits of any law, regulation or arrangement pertaining to unemployment
insurance, old age pensions, social security or similar matters, or to secure
surety, performance, appeal or customs bonds to which the Company or any
Restricted Subsidiary is a party, or in litigation or other proceedings in
connection with the matters heretofore referred to in this clause, such as
interpleader proceedings, and other similar pledges, liens or deposits made or
incurred in the ordinary course of business;


 


(h)                                 liens
created by or resulting from any litigation or other proceeding that is being
contested in good faith by appropriate proceedings, including liens arising out
of judgments or awards against the Company or any Restricted Subsidiary with
respect to which the Company or such Restricted Subsidiary in good faith is
prosecuting an appeal or proceedings for review or for which the time to make
an appeal has not yet expired; or final unappealable judgment liens which are
satisfied within 15 days of the date of judgment; or liens incurred by the
Company or any Restricted Subsidiary for the purpose of obtaining a stay or
discharge in the course of any litigation or other proceeding to which the
Company or such Restricted Subsidiary is a party;


 


(i)                                     liens
for taxes or assessments or governmental charges or levies not yet due or
delinquent; or that can thereafter be paid without penalty, or that are being
contested in good faith by appropriate proceedings; landlord’s liens on
property held under lease; and any other liens or charges incidental to the
conduct of the business of the Company or any Restricted Subsidiary, or the
ownership of their respective assets, that were not incurred in connection with
the borrowing of money or the obtaining of advances or credit and that, in the
opinion of the Board of Directors of the Company, do not materially impair the
use of such assets in the operation of the business of the Company or such
Restricted Subsidiary or the value of such Principal Property for the purposes
of such business;


 


(j)                                     liens
to secure the Company’s or any Restricted Subsidiary’s obligations under
agreements with respect to spot, forward, future and option transactions,
entered into in the ordinary course of business;


 


(k)                                  liens
not permitted by the foregoing clauses (a) to (j), inclusive, if at the
time of, and after giving effect to, the creation or assumption of any such
lien, the aggregate amount of all outstanding Indebtedness of the Company and
its Restricted Subsidiaries (without duplication) secured by all such liens not
so permitted by the foregoing clauses (a) through (j), inclusive, together
with the Attributable Debt in respect of Sale and Lease-Back Transactions
permitted by paragraph (a) under subsection 2 below do not exceed the
greater of $100,000,000 and 10% of Consolidated Net Worth; and


 


8

















 


(l)                                     any
extension, renewal or replacement (or successive extensions, renewals or
replacements) in whole or in part, of any lien referred to in the foregoing
clauses (a) to (k), inclusive; provided, however, that the principal
amount of Indebtedness secured thereby unless otherwise excepted under
clauses (a) through (k) shall not exceed the principal amount of
Indebtedness so secured at the time of such extension, renewal or replacement,
and that such extension, renewal or replacement shall be limited to all or a
part of the assets (or any replacements therefor) that secured the lien so
extended, renewed or replaced (plus improvements and construction on real
property).


 


(2)                                  Limitation
on Sale/Leaseback Transactions.


 


The Company
will not, and will not permit any Restricted Subsidiary to, enter into any Sale
and Lease-Back Transaction unless:


 


(a)                                  the
Company or such Restricted Subsidiary, at the time of entering into a Sale and
Lease-Back Transaction, would be entitled to incur Indebtedness secured by a
lien on the Principal Property to be leased in an amount at least equal to the
Attributable Debt in respect of such Sale and Lease-Back Transaction, without equally
and ratably securing the Securities pursuant to subsection (1) above; or


 


(b)                                 the
direct or indirect proceeds of the sale of the Principal Property to be leased
are at least equal to the fair value of such Principal Property (as determined
by the Company’s Board of Directors) and an amount equal to the net proceeds
from the sale of the property or assets so leased is applied, within 180 days
of the effective date of any such Sale and Lease-Back Transaction, to the
purchase or acquisition (or, in the case of real property, commencement of the
construction) of property or assets or to the retirement (other than at
maturity or pursuant to a mandatory sinking fund or mandatory redemption
provision) of Securities, or of Funded Indebtedness of the Company or a
consolidated Subsidiary ranking on a parity with or senior to the Securities;
provided that there shall be credited to the amount of net worth proceeds
required to be applied pursuant to this clause (b) an amount equal to the
sum of (i) the principal amount of Securities delivered within 180 days of
the effective date of such Sale and Lease-Back Transaction to the Trustee for
retirement and cancellation and (ii) the principal amount of other Funded
Indebtedness voluntarily retired by the Company within such 180-day period,
excluding retirements of Securities and other Funded Indebtedness as a result
of conversions or pursuant to mandatory sinking fund or mandatory prepayment
provisions.


 


Section 1.4                                      Additional Event of
Default.


 


The following
additional event shall be established and shall constitute an “Event of
Default” under Section 6.01(a) of the Base Indenture with respect to the
Offered Securities so long as any of the Offered Securities remain Outstanding:


 


(9)                                  an event of default
shall happen and be continuing with respect to the Company’s or Tyco’s
Indebtedness for borrowed money (other than Non-Recourse Indebtedness) in a
principal amount outstanding (such amount with respect to original issue
discount bonds or zero coupon notes, bonds or debentures or similar securities
based on the accreted


 


9

















 


amount determined in accordance with United
States generally accepted accounting principles and as of the date of the most
recently published balance sheet of the Company or Tyco, as the case may be) in
excess of $75,000,000, and such event of default shall involve the failure to
pay the principal of such Indebtedness on the final maturity date thereof after
the expiration of any applicable grace period with respect thereto, or such
Indebtedness shall have been accelerated so that the same shall have become due
and payable prior to the date on which the same would otherwise have become due
and payable, and such acceleration shall not be rescinded or annulled within
ten Business Days after notice thereof shall have been given to the Company and
Tyco by the Trustee, or to the Company, Tyco and the Trustee by the Holders of
at least 25% in aggregate principal amount of all of such Securities at the
time Outstanding; provided that, if such event of default under such indenture
or instrument shall be remedied or cured by the Company or Tyco or waived by
the requisite holders of such Indebtedness, then the Event of Default hereunder
by reason thereof shall be deemed likewise to have been thereupon remedied,
cured or waived without further action upon the part of either the Trustee or
any of the Securityholders, and provided further, however, that subject to the
provisions of Sections 7.01 and 7.02, the Trustee shall not be charged
with knowledge of any such event of default unless written notice thereof shall
have been given to the Trustee by the Company or Tyco, as the case may be, by
the holder or an agent of the holder of any such Indebtedness, by the trustee
then acting under any indenture or other instrument under which such default
shall have occurred, or by the Holders of not less than 25% in the aggregate
principal amount of such Securities at the time Outstanding.


 


ARTICLE II


 


MISCELLANEOUS


 


Section 2.1.                                   Definitions.


 


Capitalized
terms used but not defined in this First Supplemental Indenture shall have the
meanings ascribed thereto in the Base Indenture.


 


Section 2.2.                                   Confirmation of Indenture.


 


The Base
Indenture, as supplemented and amended by this First Supplemental Indenture, is
in all respects ratified and confirmed, and the Base Indenture, this First
Supplemental Indenture 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 recitals contained herein and in the
Offered Securities, except the Trustee’s certificate of authentication, shall
be taken as the statements of the Company, and the Trustee assumes no
responsibility for their correctness. 
The Trustee makes no representations as to the validity or sufficiency
of this First


 


10

















 


Supplemental Indenture or of the Offered Securities.  The Trustee shall not be accountable for the
use or application by the Company of the Offered Securities or the proceeds
thereof.


 


Section 2.4.                                   Governing Law.


 


This First
Supplemental Indenture and the Offered Securities shall be deemed to be a
contract made under the internal laws of the State of New York, and for all
purposes shall be construed in accordance with the laws of said State without
regard to conflicts of laws principles that would require the application of
any other law.


 


Section 2.5.                                   Separability.


 


In case any
provision in this First Supplemental Indenture shall for any reason be held to
be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired
thereby.


 


Section 2.6.                                   Counterparts.


 


This First
Supplemental Indenture 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 First Supplemental Indenture, express or implied, shall give to any Person
other than the parties hereto and their successors or assigns, and the holders
of the Offered Securities, any benefit or legal or equitable rights, remedy or
claim under this First Supplemental Indenture or the Base Indenture.


 


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


 


 


	
   

  	
  TYCO INTERNATIONAL GROUP S.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Michelangelo Stefani

  	
   

  
	
   

  	
   

  	
  Name: Michelangelo Stefani

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TYCO INTERNATIONAL LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ David J. FitzPatrick

  	
   

  
	
   

  	
   

  	
  Name: David J. FitzPatrick

  
	
   

  	
   

  	
  Title: Executive Vice President and Chief

  Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
      /s/ Patricia M. Phillips

  	
   

  
	
   

  	
   

  	
  Name: Patricia M. Phillips

  
	
   

  	
   

  	
  Title: Assistant Vice President

  



 

















 


EXHIBIT
A


FORM OF 6% NOTES


 


[Insert the Private Placement Legend and/or
the Global Security legend, as applicable]


 


6% NOTES DUE 2013


 


	
  No. [      ]

  	
   

  	
  $[               ]

  
	
  CUSIP No.
  [                 ]

  	
   

  	
   

  



 


TYCO INTERNATIONAL GROUP S.A.


 


promises to pay to Cede & Co. or registered assigns, the principal
sum of
[              ]
Dollars on November 15, 2013.


 


Interest Payment Dates: May 15 and November 15


 


Record Dates:  The close of
business on the date 15 days prior to each interest payment date.


 


Each holder of
this Securityholder, by accepting the same, agrees to and shall be bound by the
provisions hereof and of the Indenture described herein, and authorizes and
directs the Trustee described herein on such Securityholder’s behalf to be
bound by such provisions.  Each holder
of this Securityholder hereby waives all notice of the acceptance of the
provisions contained herein and in the Indenture and waives reliance by such
Securityholder upon said provisions.


 


This Security
shall not be entitled to any benefit under the Indenture, or be valid or become
obligatory for any purpose, until the Certificate of Authentication hereon
shall have been signed by or on behalf of the Trustee.  The provisions of this Security are
continued on the reverse side hereof, and such continued provisions shall for
all purposes have the same effect as though fully set forth at this place.


 


IN WITNESS WHEREOF, the Company has caused this instrument to be signed
in accordance with Section 2.04 of the Indenture.


 


Date:  November 12


	
   

  	
  TYCO INTERNATIONAL GROUP S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  
	
   

  	
  Title:

  	
   

  



 

















 


CERTIFICATE OF AUTHENTICATION


 


This is one of the Securities (as defined below) of the series
designated therein referred to in the within-mentioned Indenture.


 


	
   

  	
  THE BANK OF NEW YORK, as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  Dated: November 12, 2003

  



 

















 


GUARANTEE


 


For value
received, TYCO INTERNATIONAL LTD. hereby absolutely, unconditionally and
irrevocably guarantees to the holder of this security the payment of principal
of, premium, if any, and interest on, 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 security, if lawful, to the holder of such security
and the Trustee on behalf of the holders, all in accordance with and subject to
the terms and limitations of such security and Article XV of the
Indenture.  This Guarantee will not
become effective until the Trustee or Authenticating Agent duly executes the
certificate of authentication on this security.  This Guarantee shall be governed by and construed in accordance
with the laws of the State of New York, without regard to conflict of law
principles thereof.


 


	
  Dated: November 12, 2003

  	
   

  
	
   

  	
  TYCO INTERNATIONAL LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 

















 


Tyco
International Group S.A.


 


6%
Notes due 2013


 


This security
is one of a duly authorized series of debt securities of Tyco International
Group S.A., a Luxembourg company (the “Company”), issued or to be issued in one
or more series under and pursuant to an Indenture for the Company’s
unsubordinated debt securities, dated as of November 12, 2003 (the “Base
Indenture”), duly executed and delivered by and among the Company, Tyco
International Ltd. (“Tyco”) and The Bank of New York (the “Trustee”), as
supplemented by the First Supplemental Indenture, dated as of November 12, 2003
(the “First Supplemental Indenture”), by and among the Company, Tyco and the
Trustee.  The Base Indenture as
supplemented and amended by the First Supplemental Indenture is referred to
herein as the “Indenture.”  By the terms
of the Base Indenture, the debt securities issuable thereunder are issuable in
series that may vary as to amount, date of maturity, rate of interest and in
other respects as provided in the Base Indenture.  This security is one of the series designated on the face hereof
(individually, a “Security,” and collectively, the “Securities”), and reference
is hereby made to the Indenture for a description of the rights, limitations of
rights, obligations, duties and immunities of the Trustee, the Company, Tyco
and the holders of the Securities (the “Securityholders”).  Capitalized terms used herein and not
otherwise defined shall have the meanings given them in the Base Indenture or
the First Supplemental Indenture, as applicable.


 


1.  Interest.  The Company promises to pay interest
on the principal amount of this Security at an annual rate of 6%.  The Company will pay interest semi-annually
on May 15 and November 15 of each year (each such day, an “Interest Payment
Date”).  If any Interest Payment Date,
redemption date or maturity date of this Security is not a Business Day, then
payment of interest or principal (and premium, if any) shall be made on the
next succeeding Business Day with the same force and effect as if made on the
date such payment was due, and no interest shall accrue for the period after
such date to the next succeeding Business Day. 
Interest on the Securities will accrue from the most recent date to
which interest has been paid or duly provided for or, if no interest has been
paid, from the date of issuance; provided that, if there is no existing Default
in the payment of interest, and if this Security is authenticated between a
regular record date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next succeeding Interest
Payment Date; and provided, further, that the first Interest Payment Date shall
be May 15, 2004.  Interest will be
computed on the basis of a 360-day year of twelve 30-day months.


 


The Holder of this Security is
entitled to the benefits of the Registration Rights Agreement.  In the event that either (a) the Exchange
Offer Registration Statement (as defined in the Registration Rights Agreement)
is not filed with the Commission on or prior to the 120 calendar day following
the Closing Date (as defined in the Registration Rights Agreement), (b) the Exchange
Offer Registration Statement has not been declared effective on or prior to the
180 calendar day following the Closing Date or (c) the Exchange Offer (as
defined in the Registration Rights Agreement) is not consummated or a Shelf
Registration Statement (as defined in the Registration Rights Agreement) is not
declared effective, in either case, on or prior to the 210 calendar day
following the Closing Date (each such event referred to in clauses (a) through
(c) above, a “Registration Default”), Additional Interest will accrue on the
affected


 

















 


Securities subject to certain exceptions
described in the Registration Rights Agreement.  The rate of Additional Interest will be one quarter of one
percent (0.25%) per annum of the principal amount of such Securities with
respect to the first 90-day period during which one or more Registration
Defaults is continuing, and thereafter at a rate equal to one-half of one
percent (0.5%) per annum of the principal amount of such Securities for the
duration one or more Registration Defaults is continuing.


 


2.  Method of
Payment.  The Company will pay interest on the Securities (except
defaulted interest), if any, to the persons in whose name such Securities are
registered at the close of business on the regular record date referred to on
the facing page of this Security for such interest installment.  In the event that the Securities or a
portion thereof are called for redemption and the Redemption Date is subsequent
to a regular record date with respect to any Interest Payment Date and prior to
such Interest Payment Date, interest on such Securities will be paid upon
presentation and surrender of such Securities as provided in the
Indenture.  The principal of and the
interest on the Securities shall be payable in the coin or currency of the
United States of America that at the time is legal tender for public and
private debt, at the office or agency of the Company maintained for that
purpose in accordance with the Indenture.


 


3.  Paying Agent
and Registrar.  Initially, The Bank of New York, the Trustee,
will act as paying agent and Security Registrar.  The Company may change or appoint any paying agent or Security
Registrar without notice to any Securityholder.  Tyco, the Company or any of their Subsidiaries may act in any
such capacity.


 


4.  Indenture.  The
terms of the Securities include those stated in the Indenture and those made
part of the Indenture by reference to the Trust Indenture Act of 1939 (“TIA”)
as in effect on the date the Indenture is qualified.  The Securities are subject to all such terms, and Securityholders
are referred to the Indenture and TIA for a statement of such terms.  The Securities are unsecured general
obligations of the Company and constitute the series designated on the face
hereof as the “6% Notes due 2013”, initially limited to $1,000,000,000 in
aggregate principal amount.


 


The Company will furnish to any
Securityholder upon written request and without charge a copy of the Base
Indenture and the First Supplemental Indenture.  Requests may be made to: Tyco International Group S.A., 17
Boulevard Grande Dutchesse Charlotte, L-1331 Luxembourg, Attention: The
Managing Directors.


 


5.  Optional
Redemption.  The Securities will be subject to redemption at the
option of the Company on any date prior to the maturity date, in whole or from
time to time in part, in $1,000 increments (provided that any remaining
principal amount thereof shall be at least the minimum authorized denomination
thereof), on written notice given to the Securityholders thereof not less than
30 days nor more than 60 days prior to the date fixed for redemption in such
notice (the “Redemption Date”), at a redemption price equal to the greater of
(i) 100% of the principal amount of such Securities to be redeemed and (ii) as determined by the Quotation Agent and
delivered to the Trustee, the sum of the present values of the remaining
scheduled payments of principal and interest thereon due on any date after the
Redemption Date (excluding the portion of interest that will be accrued and
unpaid to and including the Redemption Date) discounted from their scheduled
date of payment to the Redemption Date (assuming a 360-day


 

















 


year consisting of twelve 30-day
months) at the Adjusted Redemption Treasury Rate plus 25 basis points (such
greater amount is referred to herein as the “Redemption Price”),
plus, in either the case of clause (i) or clause (ii), accrued and unpaid
interest and Additional Interest, if any, thereon to the Redemption Date.  This Security is also subject to redemption
to the extent provided in Article XIV of the Indenture.


 


If the giving of the notice of
redemption is completed as provided in the Indenture, interest on such
Securities or portions of Securities shall cease to accrue on and after the
Redemption Date, unless the Company shall default in the payment of such
Redemption Price and accrued interest with respect to any such Security or
portion thereof.


 


The Company shall not be
required to make mandatory redemption or sinking fund payments with respect to
the Securities.


 


6.  Denominations,
Transfer, Exchange.  The Securities are in registered form
without coupons in the denominations of $1,000 or any integral multiple of
$1,000.  The transfer of Securities may
be registered and Securities may be exchanged as provided in the
Indenture.  The Securities may be
presented for exchange or for registration of transfer (duly endorsed or with
the form of transfer endorsed thereon duly executed if so required by the
Company or the Security Registrar) at the office of the Security Registrar or
at the office of any transfer agent designated by the Company for such
purpose.  No service charge will be made
for any registration of transfer or exchange, but a Securityholder may be
required to pay any applicable taxes or other governmental charges.  If the Securities are to be redeemed, the
Company will not be required to:  (i)
issue, register the transfer of, or exchange any Security during a period
beginning at the opening of business 15 days before the day of mailing of a
notice of redemption of less than all of the outstanding Securities of the same
series and ending at the close of business on the day of such mailing; (ii)
register the transfer of or exchange any Security of any series or portions
thereof selected for redemption, in whole or in part, except the unredeemed
portion of any such Security being redeemed in part; nor (iii) register the
transfer of or exchange a Security of any series between the applicable record
date and the next succeeding Interest Payment Date.


 


7.  Persons Deemed
Owners.  The registered Securityholder may be treated as its
owner for all purposes.


 


8.  Repayment to Tyco or the Company.  Any funds or Governmental Obligations
deposited with any paying agent or the Trustee, or then held by Tyco or the
Company, in trust for payment of principal of, premium, if any, or interest on
the Securities of a particular series that are not applied but remain unclaimed
by the holders of such Securities for at least two years after the date upon
which the principal of, premium, if any, or interest on such Securities shall
have respectively become due and payable, shall be repaid to Tyco or the
Company, as applicable, on the last Business Day of each fiscal year of Tyco or
the Company, as applicable, or (if then held by Tyco or the Company) shall be
discharged from such trust.  After
return to the Company or Tyco, Holders entitled to the money or securities must
look to the Company or Tyco, as applicable, for payment as unsecured general
creditors.


 


9.  Amendments,
Supplements and Waivers.  The Base Indenture contains provisions
permitting the Company, Tyco and the Trustee, with the consent of the holders
of not less than a


 

















 


majority in aggregate principal amount of the
Outstanding securities of each series affected by such supplemental indenture
or indentures (including the Securities, if applicable) to enter into
supplemental indentures for the purpose of adding, changing or eliminating any
provisions to the Base Indenture supplemental indenture or of modifying in any manner
not covered elsewhere in the Base Indenture the rights of the holders of the
Securities of such series; provided, however, that no such
supplemental indenture, without the consent of the holders of each Security
then Outstanding and affected thereby, shall: 
(i) extend a fixed maturity of or any installment of principal of any
Securities of any series or reduce the principal amount thereof, or reduce the
amount of principal of any original issue discount security that would be due
and payable upon declaration of acceleration of the maturity thereof;
(ii) reduce the rate of or extend the time for payment of interest of any
Security of any series; (iii) reduce the premium payable upon the redemption of
any Security; (iv) make any Security payable in Currency other than that stated
in the Security; (v) impair the right to institute suit for the enforcement of
any payment on or after the fixed maturity thereof (or in the case or
redemption, on or after the redemption date); or (vi) reduce the percentage of
Securities, the holders of which are required to consent to any such
supplemental indenture or indentures. 
The Base Indenture also contains provisions permitting the holders of
not less than a majority in aggregate principal amount of the Outstanding securities
of each series affected thereby, on behalf of all of the holders of the
securities of such series, to waive any past Default under the Base Indenture,
and its consequences, except a Default in the payment of the principal of,
premium, if any, or interest on any security of such series or a Default in
respect of a covenant or provision of the Base Indenture that cannot be
modified or amended without the consent of the holder of each Outstanding
security of such affected series.  Any
such consent or waiver by the registered Securityholder shall be conclusive and
binding upon such holder and upon all future holders and owners of this
Security and of any Security issued in exchange for this Security or in place
hereof (whether by registration of transfer or otherwise), irrespective of
whether or not any notation of such consent or waiver is made upon this
Security.


 


10.  Defaults and
Remedies.  If an Event of Default with respect to the securities
of a series issued pursuant to the Base Indenture occurs and is continuing, the
Trustee or the holders of at least 25% in aggregate principal amount of the
Securities of such series then Outstanding, by notice in writing to the Company
and Tyco (and to the Trustee if notice is given by such holders), may declare the
unpaid principal of, premium, if any, and accrued interest, if any, due and
payable immediately.  Subject to the
terms of the Indenture, if an Event of Default under the Indenture shall occur
and be continuing, the Trustee will be under no obligation to exercise any of
its rights or powers under the Indenture at the request or direction of any of
the holders, unless such holders have offered the Trustee indemnity
satisfactory to it.  Upon satisfaction
of certain conditions set forth in the Indenture, the holders of a majority in
principal amount of the Outstanding securities of a series issued pursuant to
the Base Indenture will have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee, or exercising
any trust or power conferred on the Trustee, with respect to the securities of
such series.


 


11.  Trustee, Paying Agent and Security Registrar May Hold
Securities.  The Trustee, subject to
certain limitations imposed by the TIA, or any paying agent or Security
Registrar, in its individual or any other capacity, may become the owner or
pledgee of Securities with the same rights it would have if it were not
Trustee, paying agent or Security Registrar.


 

















 


12.  No Recourse
Against Others.  No recourse under or upon any obligation,
covenant or agreement of the Indenture, or of any Security, or for any claim
based thereon or otherwise in respect hereof or thereof, shall be had against
any incorporator, stockholder, officer or director, past, present or future as
such, of Tyco or the Company or of any predecessor or successor corporation,
either directly or through Tyco or the Company or any such predecessor or
successor corporation, whether by virtue of any constitution, statute or rule
of law, or by the enforcement of any assessment or penalty or otherwise; it
being expressly understood that the Indenture and the obligations issued
hereunder and thereunder are solely corporate obligations, and that no such
personal liability whatever shall attach to, or is or shall be incurred by, the
incorporators, shareholders, officers or directors as such, of Tyco or the
Company or of any predecessor or successor corporation, or any of them, because
of the creation of the indebtedness authorized by the Indenture, or under or by
reason of the obligations, covenants or agreements contained in the Indenture
or in the Securities or implied therefrom; and that any and all such personal
liability of every name and nature, either at common law or in equity or by
constitution or statute, of, and any and all such rights and claims against,
every such incorporator, shareholder, officer or director as such, because of
the creation of the indebtedness authorized by the Indenture, or under or by
reason of the obligations, covenants or agreements contained in the Indenture
or in the Securities or implied therefrom, are hereby expressly waived and
released as a condition of, and as a consideration for, the acceptance of the
Securities.


 


13.  Discharge of
Indenture.  The Indenture contains certain provisions pertaining
to defeasance, which provisions shall for all purposes have the same effect as
if set forth herein.


 


14.  Authentication.  This
Security shall not be valid until the Trustee signs the certificate of
authentication attached to the other side of this Security.


 


15.  Guarantees.  All
payments by the Company under the Indenture and this Security are fully and
unconditionally guaranteed to the holder of this Security by Tyco, as provided
in the related Guarantee and the Indenture.


 


16.  Additional Amounts. 
The Company and Tyco are obligated to pay Additional Amounts on this
Security to the extent provided in Article XIV of the Indenture.


 


17.  Abbreviations.  Customary
abbreviations may be used in the name of a Securityholder or an assignee, such
as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT
TEN (= joint tenants with right of survivorship and not as tenants in common),
CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act).


 


18.  Governing Law.  The
Base Indenture, the First Supplemental Indenture and this Security (and the
Guarantee endorsed hereon) shall be deemed to be a contract made under the
internal laws of the State of New York, and for all purposes shall be construed
in accordance with the laws of said State.


 

















 


ASSIGNMENT
FORM


 


To assign this Security, fill
in the form below: (I) or (we) assign and transfer this Security to


 


 


(Insert
assignee’s soc. sec. or tax I.D. no.)


 


 


 


 


 


(Print or type
assignee’s name, address and zip code)


 


and irrevocably appoint                                                                                              agent
to transfer this Security on the books of the Company.  The agent may substitute another to act for
him.


 


 


	
  Date:

  	
   

  	
   

  
	
   

  
	
   

  	
  Your
  Signature:

  	
   

  	
   

  
	
   

  	
  (Sign
  exactly as your name appears on the face of this

  Security)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature
  Guarantee: