Exhibit 4.1


EXECUTION COPY





TYCO INTERNATIONAL GROUP S.A.,


as
Issuer


AND


TYCO INTERNATIONAL LTD.,


as
Guarantor, if applicable


AND


THE BANK OF NEW YORK,


as
Trustee


 


 


INDENTURE


Dated as of November 12, 2003


 


 


 


UNSUBORDINATED
DEBT SECURITIES




 
















TABLE OF
CONTENTS


	
   

  	
  Page

  
	
  ARTICLE
  I.  DEFINITIONS

  	
  1

  
	
   

  	
  Section 1.01

  	
  Definitions
  of Terms

  	
  1

  
	
  ARTICLE II.  ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE
  OF SECURITIES

  	
  8

  
	
   

  	
  Section 2.01

  	
  Designation
  and Terms of Securities.

  	
  8

  
	
   

  	
  Section 2.02

  	
  Form
  of Securities and Trustee’s Certificate.

  	
  11

  
	
   

  	
  Section 2.03

  	
  Denominations;
  Provisions for Payment.

  	
  13

  
	
   

  	
  Section 2.04

  	
  Execution
  and Authentications.

  	
  15

  
	
   

  	
  Section 2.05

  	
  Transfer
  and Exchange.

  	
  15

  
	
   

  	
  Section 2.06

  	
  Temporary
  Securities.

  	
  22

  
	
   

  	
  Section 2.07

  	
  Mutilated,
  Destroyed, Lost or Stolen Securities.

  	
  23

  
	
   

  	
  Section 2.08

  	
  Cancellation.

  	
  24

  
	
   

  	
  Section 2.09

  	
  Benefits
  of Indenture.

  	
  24

  
	
   

  	
  Section 2.10

  	
  Authenticating
  Agent.

  	
  24

  
	
   

  	
  Section 2.11

  	
  Global
  Securities.

  	
  25

  
	
   

  	
  Section 2.12

  	
  CUSIP
  Numbers.

  	
  25

  
	
   

  	
  Section 2.13

  	
  Securities
  Denominated in Foreign Currencies.

  	
  25

  
	
   

  	
  Section 2.14

  	
  Wire
  Transfers.

  	
  26

  
	
   

  	
  Section 2.15

  	
  Designated
  Currency.

  	
  26

  
	
   

  	
  Section 2.16

  	
  Form
  of Guarantee.

  	
  26

  
	
  ARTICLE III.  REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS

  	
  27

  
	
   

  	
  Section 3.01

  	
  Redemption.

  	
  27

  
	
   

  	
  Section 3.02

  	
  Notice
  of Redemption.

  	
  27

  
	
   

  	
  Section 3.03

  	
  Payment
  Upon Redemption.

  	
  28

  
	
   

  	
  Section 3.04

  	
  Sinking
  Fund.

  	
  29

  
	
   

  	
  Section 3.05

  	
  Satisfaction
  of Sinking Fund Payments with Securities.

  	
  29

  
	
   

  	
  Section 3.06

  	
  Redemption
  of Securities for Sinking Fund.

  	
  30

  
	
  ARTICLE
  IV.  CERTAIN COVENANTS

  	
  30

  
	
   

  	
  Section 4.01

  	
  Payment
  of Principal, Premium and Interest.

  	
  30

  
	
   

  	
  Section 4.02

  	
  Maintenance
  of Office or Agency.

  	
  30

  
	
   

  	
  Section 4.03

  	
  Paying
  Agents.

  	
  31

  
	
   

  	
  Section 4.04

  	
  Statement
  by Officers as to Default.

  	
  31

  
	
   

  	
  Section 4.05

  	
  Appointment
  to Fill Vacancy in Office of Trustee.

  	
  32

  
	
  ARTICLE
  V.  SECURITYHOLDERS’ LISTS AND
  REPORTS BY THE COMPANY AND THE TRUSTEE

  	
  32

  
	
   

  	
  Section 5.01

  	
  Company
  to Furnish Trustee Names and Addresses of Securityholders.

  	
  32

  
	
   

  	
  Section 5.02

  	
  Preservation
  of Information; Communications with Securityholders.

  	
  32

  
	
   

  	
  Section 5.03

  	
  Reports
  by the Company.

  	
  32

  
									



 


 


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  Section 5.04

  	
  Reports
  by the Trustee.

  	
  33

  
	
  ARTICLE
  VI.  REMEDIES OF THE TRUSTEE AND
  SECURITYHOLDERS ON EVENT OF DEFAULT

  	
  33

  
	
   

  	
  Section 6.01

  	
  Events
  of Default.

  	
  33

  
	
   

  	
  Section 6.02

  	
  Collection
  of Indebtedness and Suits for Enforcement by Trustee.

  	
  35

  
	
   

  	
  Section 6.03

  	
  Application
  of Funds Collected.

  	
  37

  
	
   

  	
  Section 6.04

  	
  Limitation
  on Suits.

  	
  37

  
	
   

  	
  Section 6.05

  	
  Rights
  and Remedies Cumulative; Delay or Omission not Waiver.

  	
  38

  
	
   

  	
  Section 6.06

  	
  Control
  by Securityholders.

  	
  38

  
	
   

  	
  Section 6.07

  	
  Undertaking
  to Pay Costs.

  	
  39

  
	
   

  	
  Section 6.08

  	
  Waiver
  Of Usury, Stay Or Extension Laws.

  	
  39

  
	
  ARTICLE VII.  CONCERNING THE TRUSTEE

  	
  39

  
	
   

  	
  Section 7.01

  	
  Certain
  Duties and Responsibilities of Trustee.

  	
  39

  
	
   

  	
  Section 7.02

  	
  Certain
  Rights of Trustee.

  	
  41

  
	
   

  	
  Section 7.03

  	
  Trustee
  not Responsible for Recitals or Issuance of Securities.

  	
  42

  
	
   

  	
  Section 7.04

  	
  May
  Hold Securities.

  	
  42

  
	
   

  	
  Section 7.05

  	
  Funds
  Held in Trust.

  	
  42

  
	
   

  	
  Section 7.06

  	
  Compensation
  and Reimbursement.

  	
  42

  
	
   

  	
  Section 7.07

  	
  Reliance
  on Officers’ Certificate.

  	
  43

  
	
   

  	
  Section 7.08

  	
  Disqualification;
  Conflicting Interests.

  	
  43

  
	
   

  	
  Section 7.09

  	
  Corporate
  Trustee Required; Eligibility.

  	
  43

  
	
   

  	
  Section 7.10

  	
  Resignation
  and Removal; Appointment of Successor.

  	
  44

  
	
   

  	
  Section 7.11

  	
  Acceptance of Appointment
  By Successor.

  	
  45

  
	
   

  	
  Section 7.12

  	
  Merger, Conversion,
  Consolidation or Succession to Business.

  	
  46

  
	
   

  	
  Section 7.13

  	
  Preferential
  Collection of Claims Against the Company.

  	
  46

  
	
  ARTICLE VIII.  CONCERNING THE SECURITYHOLDERS

  	
  47

  
	
   

  	
  Section 8.01

  	
  Evidence
  of Action by Securityholders.

  	
  47

  
	
   

  	
  Section 8.02

  	
  Proof
  of Execution by Securityholders.

  	
  47

  
	
   

  	
  Section 8.03

  	
  Who
  May be Deemed Owners.

  	
  48

  
	
   

  	
  Section 8.04

  	
  Certain
  Securities Owned by Company Disregarded.

  	
  48

  
	
   

  	
  Section 8.05

  	
  Actions
  Binding on Future Securityholders.

  	
  48

  
	
  ARTICLE
  IX.  SUPPLEMENTAL INDENTURES

  	
  49

  
	
   

  	
  Section 9.01

  	
  Supplemental
  Indentures Without the Consent of Securityholders.

  	
  49

  
	
   

  	
  Section 9.02

  	
  Supplemental
  Indentures with Consent of Securityholders.

  	
  50

  
	
   

  	
  Section 9.03

  	
  Effect
  of Supplemental Indentures.

  	
  51

  
	
   

  	
  Section 9.04

  	
  Securities
  Affected by Supplemental Indentures.

  	
  51

  
	
   

  	
  Section 9.05

  	
  Execution
  of Supplemental Indentures.

  	
  52

  
	
  ARTICLE
  X.  SUCCESSOR CORPORATION

  	
  52

  
	
   

  	
  Section 10.01

  	
  Consolidation, Merger and
  Sale of Assets.

  	
  52

  
	
   

  	
  Section 10.02

  	
  Successor Person Substituted.

  	
  53

  
	
  ARTICLE
  XI.  SATISFACTION AND DISCHARGE

  	
  54

  



 


 


ii

















 


	
   

  	
  Section 11.01

  	
  Applicability of Article.

  	
  54

  
	
   

  	
  Section 11.02

  	
  Satisfaction and Discharge
  of Indenture.

  	
  54

  
	
   

  	
  Section 11.03

  	
  Defeasance and Discharge
  of Obligations; Covenant Defeasance.

  	
  54

  
	
   

  	
  Section 11.04

  	
  Deposited Funds to be Held
  in Trust.

  	
  56

  
	
   

  	
  Section 11.05

  	
  Payment of Funds Held by
  Paying Agents.

  	
  56

  
	
   

  	
  Section 11.06

  	
  Repayment to Tyco or the
  Company.

  	
  57

  
	
   

  	
  Section 11.07

  	
  Reinstatement.

  	
  57

  
	
  ARTICLE XII.  IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS

  	
  57

  
	
   

  	
  Section 12.01

  	
  No Recourse.

  	
  57

  
	
  ARTICLE XIII.  MISCELLANEOUS PROVISIONS

  	
  58

  
	
   

  	
  Section 13.01

  	
  Effect on Successors and
  Assigns.

  	
  58

  
	
   

  	
  Section 13.02

  	
  Actions by Successor.

  	
  58

  
	
   

  	
  Section 13.03

  	
  Notices.

  	
  58

  
	
   

  	
  Section 13.04

  	
  Governing Law.

  	
  60

  
	
   

  	
  Section 13.05

  	
  Treatment of Securities as
  Debt.

  	
  60

  
	
   

  	
  Section 13.06

  	
  Compliance Certificates
  and Opinions.

  	
  60

  
	
   

  	
  Section 13.07

  	
  Payments on Business Days.

  	
  60

  
	
   

  	
  Section 13.08

  	
  Conflict with Trust
  Indenture Act.

  	
  61

  
	
   

  	
  Section 13.09

  	
  Counterparts.

  	
  61

  
	
   

  	
  Section 13.10

  	
  Separability.

  	
  61

  
	
   

  	
  Section 13.11

  	
  No Adverse Interpretation
  of Other Agreements.

  	
  61

  
	
   

  	
  Section 13.12

  	
  Table of Contents,
  Headings, Etc.

  	
  61

  
	
   

  	
  Section 13.13

  	
  Consent to Jurisdiction
  and Service of Process.

  	
  61

  
	
  ARTICLE XIV.  ADDITIONAL AMOUNTS; CERTAIN TAX PROVISIONS

  	
  62

  
	
   

  	
  Section 14.01

  	
  Redemption Upon Changes in
  Withholding Taxes.

  	
  62

  
	
   

  	
  Section 14.02

  	
  Payment of Additional
  Amounts.

  	
  63

  
	
  ARTICLE
  XV.  GUARANTEES

  	
  65

  
	
   

  	
  Section 15.01

  	
  Guarantee.

  	
  65

  
	
   

  	
  Section 15.02

  	
  Execution and Delivery of
  Guarantee.

  	
  66

  
	
   

  	
  Section 15.03

  	
  Release of Guarantee.

  	
  67

  



 


iii

















 


Cross
Reference Table*


	
  Section
  of 

  Trust Indenture Act 

  of 1939, as amended 

  	
  

  Section of Indenture

  
	
  310(a)

  	
  7.09

  
	
  310(b)

  	
  7.08

  
	
   

  	
  7.10

  
	
  310(c)

  	
  Inapplicable

  
	
  311(a)

  	
  7.13

  
	
  311(b)

  	
  7.13

  
	
  311(c)

  	
  Inapplicable

  
	
  312(a)

  	
  5.01

  
	
   

  	
  5.02(a)

  
	
  312(b)

  	
  5.02(b)

  
	
  312(c)

  	
  5.02(b)

  
	
  313(a)

  	
  5.04(a)

  
	
  313(b)

  	
  5.04(b)

  
	
  313(c)

  	
  5.04(a)

  
	
   

  	
  5.04(b)

  
	
  313(d)

  	
  5.04(b)

  
	
  314(a)

  	
  5.03

  
	
  314(b)

  	
  Inapplicable

  
	
  314(c)

  	
  13.06

  
	
  314(d)

  	
  Inapplicable

  
	
  314(e)

  	
  13.06

  
	
  314(f)

  	
  Inapplicable

  
	
  315(a)

  	
  7.01

  
	
  315(b)

  	
  5.04

  
	
  315(c)

  	
  7.01(a)

  
	
  315(d)

  	
  7.01(b)

  
	
  315(e)

  	
  6.07

  
	
  316(a)

  	
  6.06, 8.04

  
	
  316(b)

  	
  6.04

  
	
  316(c)

  	
  8.01

  
	
  317(a)

  	
  6.02

  
	
  317(b)

  	
  4.03

  
	
  318(a)

  	
  13.08

  



                                


*                             This
Cross-Reference Table does not constitute part of the Indenture and shall not
have any bearing on the interpretation of any of its terms or provisions.


 


iv

















 


THIS 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.            This Indenture
provides for the issuance of unsecured debt securities (the “Securities”), in an unlimited aggregate
principal amount to be issued from time to time in one or more series, to be
authenticated by the certificate of the Trustee, and for the issuance of
guarantees of the Securities.


B.            This Indenture is
subject to the provisions of the Trust Indenture Act that are deemed to be
incorporated into this Indenture and shall, to the extent applicable, be
governed by such provisions.


C.            All things necessary
to make this Indenture a valid agreement, in accordance with its terms, have
been done.


NOW, THEREFORE, in consideration of the premises and the purchase of
the Securities by the holders thereof, it is mutually covenanted and agreed as
follows for the equal and ratable benefit of the holders of Securities:


ARTICLE I.



DEFINITIONS


Section 1.01                                Definitions of Terms.


The terms defined in this Section 1.01
(except as in this Indenture otherwise expressly provided or unless the context
otherwise requires) for all purposes of this Indenture and of any indenture
supplemental hereto shall have the respective meanings specified in this
Section 1.01 and shall include the plural as well as the singular. All other
terms used in this Indenture that are defined in the Trust Indenture Act or
that are by reference in the Trust Indenture Act defined in the Securities Act
of 1933, as amended (the “Securities Act”)
(except as herein otherwise expressly provided or unless the context otherwise
requires), shall have the meanings assigned to such terms in said Trust
Indenture Act and in said Securities Act as in force at the date of the
execution of this instrument.  All
accounting terms used herein and not expressly defined shall have the meanings
assigned to such terms in accordance with generally accepted accounting principles,
and the term “generally accepted accounting principles” means such accounting
principles as are generally accepted in the United States at the time of any
computation.


“144A
Global Security”, with respect to any series of Securities, means
one or more Global Securities bearing the Private Placement Legend that will be
issued in an aggregate amount of denominations equal in total to the
outstanding principal amount of the Securities of such series sold in global
form in reliance on Rule 144A.


“Additional
Amounts” has the meaning set forth in Section 14.02.


 

















 


 “Affiliate”, with respect to any specified
Person, means any other Person directly or indirectly controlling or controlled
by or under direct or indirect common control with such specified Person.  For the purposes of this definition,
“control” when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through ownership of voting securities, by contract or otherwise; and
the terms “controlling” and “controlled” have meanings correlative to the
foregoing.


“Applicable
Procedures”, with respect to any transfer or exchange of or for
beneficial interests in any Global Security for a series of Securities, means
the rules and procedures of the Depositary, Euroclear and Clearstream that
apply to such transfer or exchange at the relevant time.


“Authenticating
Agent” means an authenticating agent with respect to all or any of
the series of Securities appointed with respect to all or any series of the Securities
by the Trustee pursuant to Section 2.10.


“Board of
Directors” means the Board of Directors of the Company or Tyco or
any duly authorized committee of such Board of Directors.


“Board
Resolution” means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company or Tyco to have been duly adopted by
the Board of Directors and to be in full force and effect on the date of such
certification.


“Business
Day”, with respect to any series of Securities, means any day other
than Saturday, Sunday or a day on which Federal or State banking institutions
in the Borough of Manhattan, The City of New York, or in the city where the
office or agency for payment on the Securities is maintained pursuant to
Section 4.02, are authorized or obligated by law, executive order or regulation
to close.


“Capital
Stock” of any Person means any and all shares, interests,
participations, rights in or other equivalents (however designated) of such
Person’s capital stock, other equity interests whether now outstanding or
issued after the date of this Indenture, partnership interests (whether general
or limited), any other interest or participation that confers on a Person that
right to receive a share of the profits and losses of, or distributions of assets
of, the issuing Person and any rights (other than debt securities convertible
into Capital Stock), warrants or options exchangeable for or convertible into
such Capital Stock.


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


“Commission”
means the Securities and Exchange Commission.


“Company”
means Tyco International Group S.A. until a successor entity shall have become
such pursuant to Article X, and thereafter “Company” shall mean such successor
entity.


“Corporate
Trust Office” means the office of the Trustee at which, at any
particular time, its corporate trust business shall be principally
administered, which office at the date hereof is located at 101 Barclay Street,
21 W, New York, New York 10286, Attention: 
Corporate Trust Administration.


 


2

















 


“Currency”
means Dollars or Foreign Currency.


“Default”
means any event, act or condition that with notice or lapse of time, or both,
would constitute an Event of Default.


“Definitive
Security” means a certificated Security registered in the name of
the Securityholder thereof and issued in accordance with Section 2.05.


“Depositary”,
with respect to Securities of any series which the Company shall determine will
be issued in whole or in part as a Global Security, means The Depository Trust
Company (“DTC”), New York, New
York, another clearing agency, or any successor registered as a clearing agency
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other applicable
U.S. or foreign statute or regulation, which, in each case, shall be designated
by the Company pursuant to Section 2.01.


“Designated
Currency” has the meaning set forth in Section 2.15.


“Distribution
Compliance Period” means the restricted period as defined in Rule
903(b)(3) under the Securities Act.


“Dollar”
or “$” means such currency of the
United States as at the time of payment is legal tender for the payment of
public and private debts.


“Dollar
Equivalent” means, with respect to any monetary amount in a Foreign
Currency, at any time for the determination thereof, the amount of Dollars
obtained by converting such Foreign Currency involved in such computation into
Dollars at the spot rate for the purchase of Dollars with the applicable
Foreign Currency as quoted by J.P. Morgan Chase Bank (unless another comparable
financial institution is designated by the Company) in New York, New York, at
approximately 11:00 a.m. (New York time) on the date two business days prior to
such determination.


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


“Event of
Default”, with respect to Securities of a particular series, means
any event specified in Section 6.01, continued for the period of time, if any,
therein designated.


“Foreign
Currency” means a currency issued by the government of any country
other than the United States or a composite currency the value of which is
determined by reference to the values of the currencies of any group of
countries.


“Global
Security”, with respect to any series of Securities, means a
Security executed by the Company and delivered by the Trustee to the Depositary
or pursuant to the Depositary’s instruction, all in accordance with the
Indenture, which shall be registered in the name of the Depositary or its
nominee.


“Governmental
Obligations” means securities that are (i) direct obligations of the
United States for the payment of which its full faith and credit is pledged or
(ii) obligations of a 


 


3

















 


Person controlled or
supervised by and acting as an agency or instrumentality of the United States,
the payment of which is unconditionally guaranteed as a full faith and credit
obligation by the United States that, in either case, are not callable or
redeemable at the option of the issuer thereof, and shall also include a
depositary receipt issued by a bank (as defined in Section 3(a)(2) of the
Securities Act) as custodian with respect to any such Governmental Obligation
or a specific payment of principal of or interest on any such Governmental
Obligation held by such custodian for the account of the holder of such
depositary receipt; provided, however, that (except as required by law) such
custodian is not authorized to make any deduction from the amount payable to
the holder of such depositary receipt from any amount received by the custodian
in respect of the Governmental Obligation or the specific payment of principal
of or interest on the Governmental Obligation evidenced by such depositary receipt.


“Guarantee”
means the unconditional and unsubordinated guarantee by Tyco of the due and
punctual payment of principal of and interest on a series of Securities when
and as the same shall become due and payable, whether at the stated maturity,
by acceleration, call for redemption or otherwise in accordance with the terms
of the Securities and this Indenture.


“herein,”
“hereof” and “hereunder,” and other words of similar
import, refer to this Indenture as a whole and not to any particular Article,
Section or other subdivision.


“Indenture”
means this instrument as originally executed or as it may from time to time be
supplemented or amended by one or more indentures supplemental hereto entered
into in accordance with the terms hereof.


“Indirect
Participant” means any entity that, with respect to DTC, clears
through or maintains a direct or indirect, custodial relationship with a
Participant.


“Institutional
Accredited Investor” means an institution that is an “accredited
investor” as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities
Act, who is not also a QIB.


“Interest
Payment Date,” when used with respect to any installment of interest
on a Security of a particular series, means the date specified herein, in such
Security or in a Board Resolution or in an indenture supplemental hereto with
respect to such series as the fixed date on which an installment of interest
with respect to Securities of that series is due and payable.


“Officer”
means any managing director, the chairman or any vice chairman of the Board of
Directors, the chief executive officer, the president, the chief financial
officer, any vice president, the treasurer, any assistant treasurer, the
secretary or any assistant secretary of the Company or Tyco, as the case may
be.


“Officers’
Certificate” means a certificate,
signed by any two managing directors or by both (a) the chairman of the Board
of Directors, or any vice chairman of the Board of Directors, or the chief
executive officer, president, chief financial officer or vice president and (b)
the secretary or any assistant secretary or the treasurer or any assistant
treasurer of the Company or Tyco, as the case may be, that is delivered to the
Trustee in accordance with the terms hereof. Each such certificate shall
include the statements provided for in Section 13.06, if and to the extent
required by the provisions thereof.


4

















 


 


“Opinion of
Counsel” means an opinion in writing of legal counsel, who may be an
Officer or employee of or counsel for Tyco or the Company that is delivered to
the Trustee in accordance with the terms hereof. Each such opinion shall
include the statements provided for in Section 13.06, if and to the extent
required by the provisions thereof.


“Original
Issue Discount Security” means a Security that provides for an
amount less than the principal amount thereof to be due and payable upon a
declaration of acceleration of the maturity thereof pursuant to
Section 6.01.


“Outstanding”,
when used with reference to Securities of any series, shall, subject to the
provisions of Section 8.04, mean, as of any particular time, all
Securities of such series authenticated and delivered by the Trustee under this
Indenture, except


(a)           Securities
theretofore canceled by the Trustee or delivered to the Trustee for
cancellation;


(b)           Securities,
or portions thereof, for the payment or redemption of which funds in the
necessary amount shall have been deposited in trust with the Trustee or with
any paying agent other than the Company, or, if the Company shall act as its
own paying agent, shall have been set aside, segregated and held in trust by
the Company for the Holders of such Securities, provided that if such
Securities, or portions thereof, are to be redeemed prior to the maturity
thereof, notice of such redemption shall have been given as herein provided, or
provision satisfactory to the Trustee shall have been made for giving such
notice; and


(c)           Securities
in substitution for which other Securities shall have been authenticated and
delivered, or which shall have been paid, pursuant to the terms of
Section 2.07, except with respect to any such Security as to which proof
satisfactory to the Trustee is presented that such Security is held by a person
in whose hands such Security is a legal, valid and binding obligation of the
Company.


In determining whether the holders of the
requisite principal amount of Outstanding Securities of any series have given
any request, demand, authorization, direction, notice, consent or waiver
hereunder, the principal amount of an Original Issue Discount Security that
shall be deemed to be Outstanding for such purposes shall be the amount of the
principal thereof that would be due and payable as of the date of such
determination upon a declaration of acceleration of the maturity thereof
pursuant to Section 6.01 and the principal amount of a Security
denominated in one or more currencies that shall be deemed to be Outstanding
for such purposes shall be based on the Dollar Equivalent on the date of original
issuance of such Security, of the principal amount of such Security.


“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 DTC, shall include Euroclear and Clearstream).


“Person”
means any individual, corporation, limited liability company, partnership,
joint venture, joint-stock company, unincorporated organization or government
or any agency or political subdivision thereof.


 


5

















 


“Predecessor
Security” of any particular Security means every previous Security
evidencing all or a portion of the same debt as that evidenced by such
particular Security; and, for the purposes of this definition, any Security
authenticated and delivered under Section 2.07 in lieu of a lost, destroyed or
stolen Security shall be deemed to evidence the same debt as the lost,
destroyed or stolen Security.


“Private
Placement Legend” means the legend set forth in Section 2.02(b) to
be placed on all Restricted Securities issued under this Indenture or pursuant
to a Board Resolution or an indenture supplemental hereto with respect to a
series of Securities, except where specifically stated otherwise by the provisions
of this Indenture, such Board Resolution or such supplemental indenture.


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


“Regulation
S Global Security” means, with respect to any series of Securities,
a Regulation S Temporary Global Security of such series if required by Rule 903
of Regulation S or a Regulation S Permanent Global Security of such series, as
the case may be.


“Regulation
S Permanent Global Security”, with respect to any series of
Securities, means one or more permanent Global Securities bearing the Private
Placement Legend that will be issued in an aggregate amount of denominations
equal in total to the outstanding principal amount of the Securities of such
series initially sold or, if required by Rule 903 of Regulation S, of the
Regulation S Temporary Global Security of such series upon expiration of the
Distribution Compliance Period with respect to such series, as the case may be.


“Regulation
S Temporary Global Security”, with respect to any series of Securities,
means one or more temporary Global Securities bearing the Private Placement
Legend and the Regulation S Temporary Global Security Legend issued in an
aggregate amount of denominations equal in total to the outstanding principal
amount of the Securities of such series initially sold, if required by Rule 903
of Regulation S.


“Regulation
S Temporary Global Security Legend” means the legend set forth in
Section 2.02(d), which is required to be placed on all Regulation S Temporary
Global Securities issued under this Indenture.


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


“Responsible
Officer” means any vice president, any trust officer, any assistant
trust officer, any assistant vice president, any assistant treasurer, or any
other officer of the Trustee customarily performing functions similar to those
performed by the Persons who at the time shall be such officers, respectively,
or to whom any corporate trust matter is referred because of his knowledge of
and familiarity with the particular subject.


“Restricted
Definitive Security”, with respect to any series of Securities,
means one or more Definitive Securities of such series bearing the Private
Placement Legend issued under this Indenture.


 


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“Restricted
Global Security”, with respect to any series of Securities, means
one or more Global Securities of such series bearing the Private Placement
Legend, issued under this Indenture.


“Restricted
Security”, with respect to any series of Securities, means a
Security of such series, 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”
means the securities authenticated and delivered under this Indenture.


“Securityholder,”
“Holder,” “holder of Securities,” “registered holder,” or other similar term,
means the Person or Persons in whose name or names a particular Security shall
be registered on the books of the Company kept for that purpose in accordance
with the terms of this Indenture.


“Security
Register” has the meaning set forth in Section 2.05(a).


“Security
Registrar” has the meaning set forth in Section 2.05(a).


“Stated
Maturity”, with respect to any Security, means the date specified in
such security as the fixed date on which the payment of principal of such
security is due and payable, including pursuant to any mandatory redemption
provision (but excluding any provision providing for the repurchase of such
security at the option of the holder thereof upon the happening of any
contingency beyond the control of the issuer unless such contingency has
occurred).


 “Subsidiary”, with respect to any Person,
means any other Person of which at least a majority of the outstanding Voting
Stock at the time is owned or controlled directly or indirectly by such Person
or by one or more Subsidiaries of such Person or by such Person and one or more
Subsidiaries of such Person.


“Taxes”
has the meaning set forth in Section 14.02.


“Taxing
Authority” has the meaning set forth in Section 14.01.


“Trustee”
means The Bank of New York and, subject to the provisions of Article VII, shall
include its successors and assigns. The term “Trustee” as used with respect to
a particular series of the Securities shall mean the trustee with respect to
that series.


“Trust
Indenture Act” means the Trust Indenture Act of 1939, as amended, as
in effect at the date of execution of this instrument subject to the provisions
of Sections 9.01, 9.02, and 10.01.


 


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“Tyco”
means Tyco International Ltd. until a successor entity shall have become such
pursuant to Article X, and thereafter “Tyco” shall mean such successor entity.


“Unrestricted
Definitive Security”, with respect to any series of Securities,
means one or more Definitive Securities representing such series of Securities
that do not bear and are not required to bear the Private Placement Legend,
issued under this Indenture.


“Unrestricted
Global Security”, with respect to any series of Securities, means
one or more permanent Global Securities representing such series of Securities
that do not bear and are not required to bear the Private Placement Legend,
issued under this Indenture.


“Unrestricted
Securities”, with respect to any series of Securities, means a
Security (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).


“Voting
Stock” of a Person means Capital Stock of such Person of the class
or classes pursuant to which the holders thereof have the general voting power
under ordinary circumstances to elect at least a majority of the board of
directors, managers or trustees of such Person, irrespective of whether or not
at the time Capital Stock of any other class or classes shall have or might
have voting power by reason of the happening of any contingency.


ARTICLE II.



ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND

EXCHANGE OF SECURITIES


Section 2.01                                Designation and Terms of Securities.


(a)           The
aggregate principal amount of Securities that may be authenticated and
delivered under this Indenture is unlimited. 
The Securities may be issued in one or more series up to the aggregate
principal amount of Securities of that series from time to time authorized by
or pursuant to a Board Resolution of the Company or pursuant to one or more
indentures supplemental hereto.  Prior
to the initial issuance of Securities of any series, there shall be established
in or pursuant to a Board Resolution of the Company, and set forth in an
Officers’ Certificate of the Company, or established in one or more indentures
supplemental hereto, with respect to the Securities of the series:


(1)           the title of the Security of the
series (which shall distinguish the Securities of the series from all other
Securities);


(2)           any limit upon the aggregate
principal amount of the Securities of that series that may be authenticated and
delivered under this Indenture (except for Securities authenticated and
delivered upon registration of transfer of, or in exchange for or in lieu of
other Securities of that series);


(3)           the date or dates on which the
principal and premium, if any, of the Securities of the series is payable;


 


8

















 


(4)           the rate or rates (which may be fixed
or variable) at which the Securities of the series shall bear interest or the
manner of calculation of such rate or rates, if any (including any procedures
to vary or reset such rate or rates), and the basis upon which interest will be
calculated if other than that of a 360 day year of twelve 30-day months;


(5)           the date or dates from which such
interest shall accrue, the Interest Payment Dates on which such interest will
be payable or the manner of determination of such Interest Payment Dates, and
the record date for the determination of holders to whom interest is payable on
any such Interest Payment Dates;


(6)           any trustees, authenticating agents
or paying agents with respect to such series, if different from those set forth
in this Indenture;


(7)           the right, if any, to extend the
interest payment periods or defer the payment of interest and the duration of
such extension or deferral;


(8)           the period or periods within which,
the price or prices at which and the terms and conditions upon which, Securities
of the series may be redeemed, in whole or in part, at the option of the
Company;


(9)           the obligation, if any, of the
Company to redeem, purchase or repay Securities of the series pursuant to any
sinking fund or analogous provisions (including payments made in cash in
anticipation of future sinking fund obligations) or at the option of a holder
thereof and the period or periods within which, the price or prices at which,
and the terms and conditions upon which, Securities of the series shall be redeemed,
purchased or repaid, in whole or in part, pursuant to such obligation;


(10)         the form of the Securities of the
series including the form of the Trustee’s certificate of authentication for
such series;


(11)         if other than denominations of $1,000
or any integral multiple thereof, the denominations in which the Securities of
the series shall be issuable;


(12)         the Currency or Currencies in which
payment of the principal of, premium, if any, and interest on, Securities of
the series shall be payable;


(13)         if the principal amount payable at the
Stated Maturity of Securities of the series will not be determinable as of any
one or more dates prior to such Stated Maturity, the amount which will be
deemed to be such principal amount as of any such date for any purpose,
including the principal amount thereof which will be due and payable upon any
maturity other than the Stated Maturity or which will be deemed to be
Outstanding as of any such date (or, in any such case, the manner in which such
deemed principal amount is to be determined);


(14)         the terms of any repurchase or
remarketing rights;


(15)         if the Securities of the series shall
be issued in whole or in part in the form of a Global Security or Securities,
the type of Global Security to be issued; the terms and conditions, if
different from those contained in this Indenture, upon which such Global
Security 


 


9

















 


or Securities may be exchanged in whole or in part for
other individual Securities in definitive registered form; the Depositary for
such Global Security or Securities; and the form of any legend or legends to be
borne by any such Global Security or Securities in addition to or in lieu of
the legends referred to in Section 2.02;


(16)         whether the Securities of the series
will be convertible into or exchangeable for other Securities, shares of common
stock or other securities of any kind of the Company or another obligor, and,
if so, the terms and conditions upon which such Securities will be so
convertible or exchangeable, including the initial conversion or exchange price
or rate or the method of calculation, how and when the conversion price or
exchange ratio may be adjusted, whether conversion or exchange is mandatory, at
the option of the holder or at our option, the conversion or exchange period,
and any other provision in addition to or in lieu of those described herein;


(17)         if other than the principal amount
thereof, the portion of the principal amount of Securities of the series which
shall be payable upon declaration of acceleration of the maturity thereof
pursuant to Section 6.01;


(18)         any additional restrictive covenants or
Events of Default that will apply to the Securities of the series, or any
changes to the restrictive covenants set forth in Article IV or the Events
of Default set forth in Section 6.01 that will apply to the Securities of
the series, which may consist of establishing different terms or provisions
from those set forth in Article IV or Section 6.01 or eliminating any
such restrictive covenant or Event of Default with respect to the Securities of
the series;


(19)         any provisions granting special rights
to holders when a specified event occurs;


(20)         if the amount of principal or any
premium or interest on Securities of a series may be determined with reference
to an index or pursuant to a formula, the manner in which such amounts will be
determined;


(21)         any special tax implications of the
Securities, including provisions for original issue discount securities, if
offered;


(22)         whether and upon what terms Securities
of a series may be defeased if different from the provisions set forth in this
Indenture;


(23)         with regard to the Securities of any
series that do not bear interest, the dates for certain required reports to the
Trustee;


(24)         whether the Securities of the series
will be issued as Unrestricted Securities or Restricted Securities, and, if
issued as Restricted Securities, the rule or regulation promulgated under the
Securities Act in reliance on which they will be sold;


(25)         whether the Securities of the series
will be guaranteed by Tyco; and


(26)         any and all additional, eliminated or
changed terms that shall apply to the 


 


10

















 


Securities of the series, including any terms which
may be required by or advisable under United States laws or regulations
(including the Securities Act and the rules and regulations promulgated
thereunder) or advisable in connection with the marketing of Securities of that
series.


(b)           All Securities
of any one series shall be substantially identical except that Securities of
any particular series may be issued at various times, in different
denominations, with different currency of payments due thereunder, with
different dates on which the principal or any installment of principal is
payable, with different rates of interest, if any, or different methods by
which rates of interest may be determined, with different dates from which such
interest may accrue or on which such interest may be payable, and with different
redemption dates, and except as may otherwise be provided in or pursuant to any
such Board Resolution or in any supplemental indenture.  If any of the terms of the
series are established by action taken pursuant to a Board Resolution of the
Company, a copy of an appropriate record of such action shall be certified by
the Secretary or an Assistant Secretary of the Company and delivered to the
Trustee at or prior to the delivery of the Officers’ Certificate of the Company
setting forth the terms of the series.  The terms of
the Securities of any series may provide that such Securities shall be
authenticated and delivered by the Trustee upon original issuance from time to
time upon written order of persons designated in such Board Resolution or
supplemental indenture and that such persons are authorized to determine,
consistent with such Board Resolution or supplemental indenture, such terms and
conditions of the Securities of such series.


Section 2.02                                Form of Securities and Trustee’s
Certificate.


(a)           The
Securities of any series and the Trustee’s certificate of authentication to be
borne by such Securities shall be substantially of the tenor and purport as set
forth in one or more indentures supplemental hereto or as provided in a Board
Resolution of the Company and as set forth in an Officers’ Certificate of the
Company and may have such letters, numbers or other marks of identification or
designation and such legends or endorsements printed, lithographed or engraved
thereon as the Company may deem appropriate and as are not inconsistent with
the provisions of this Indenture, any Board Resolution or any indenture
supplemental hereto, or as may be required to comply with any law or with any
rule or regulation made pursuant thereto or with any rule or regulation of any
stock exchange on which Securities of that series may be listed, or to conform
to usage.


(b)           Each
Restricted Security (and all Restricted Securities issued in exchange therefor
or substitution thereof) shall bear a Private Placement Legend in substantially
the following form:


“THIS SECURITY (OR ITS
PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION
UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE “SECURITIES ACT”). THIS
SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF
SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS
SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON
THE EXEMPTION FROM THE 


11

















 


PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.


THE HOLDER OF THIS SECURITY
AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED,
RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) IN THE UNITED STATES TO A
PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
(AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE
REQUIREMENTS OF RULE 144A, (II) OUTSIDE THE UNITED STATES IN AN OFFSHORE
TRANSACTION IN ACCORDANCE WITH RULE 904 UNDER THE SECURITIES ACT, (III)
PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY
RULE 144 THEREUNDER (IF AVAILABLE), (IV) TO AN INSTITUTIONAL ACCREDITED
INVESTOR (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D UNDER
THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE TRUSTEE A
SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS RELATING TO THE
TRANSFER OF THIS SECURITY, OR (V) PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT, IN EACH OF CASES (I) THROUGH (V) IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO,
NOTIFY ANY PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS
REFERRED TO IN (A) ABOVE.”


(c)           To
the extent required by the Depositary for particular series of Securities, each
Global Security of such series shall bear legends in substantially the
following forms:


“THIS GLOBAL SECURITY IS
HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR
ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS
NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE
TRUSTEE MAY MAKE ANY SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO THE
INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART
PURSUANT TO SECTION 2.05(C) OF THE INDENTURE, (III) THIS GLOBAL SECURITY MAY BE
DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO THE INDENTURE AND (IV)
THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE
PRIOR WRITTEN CONSENT OF THE COMPANY.”


“UNLESS AND UNTIL IT IS
EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE FORM, THIS SECURITY
MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A 


 


12

















 


NOMINEE OF THE DEPOSITARY OR
BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR TO ANOTHER NOMINEE OF THE
DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY
OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED
BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY TO THE COMPANY OR ITS AGENT
FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED
IS REGISTERED IN THE NAME OF ANY ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO SUCH ENTITY AS MAY
BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF HAS AN INTEREST HEREIN.”


(d)           To
the extent required by the Depositary, each Regulation S Temporary Global
Security shall bear a legend in substantially the following form:


“THE RIGHTS ATTACHING TO
THIS REG S TEMPORARY GLOBAL SECURITY, AND THE CONDITIONS AND PROCEDURES
GOVERNING ITS EXCHANGE FOR DEFINITIVE SECURITIES, ARE AS SPECIFIED IN THE
INDENTURE (AS DEFINED HEREIN). NEITHER THE HOLDER NOR THE BENEFICIAL OWNERS OF
THIS REG S TEMPORARY SECURITY SHALL BE ENTITLED TO RECEIVE CASH PAYMENTS OF
INTEREST DURING THE PERIOD WHICH SUCH HOLDER HOLDS THIS SECURITY. NOTHING IN
THIS LEGEND SHALL BE DEEMED TO PREVENT INTEREST FROM ACCRUING ON THIS
SECURITY.”


Section 2.03                                Denominations; Provisions for Payment.


The Securities shall be issuable as
registered Securities and in the denominations of $1,000 or any integral
multiple thereof, subject to Section 2.01(a)(11). The Securities of a
particular series shall bear interest payable on the dates and at the rate
specified as provided in Section 2.01 with respect to that series. The
principal of and the interest on the Securities of any series, as well as any
premium thereon in case of redemption thereof prior to maturity, shall be
payable in Dollars except as otherwise specified pursuant to Section
2.01(a)(12), at the office or agency of the Company maintained for that purpose
pursuant to Section 4.02. Each Security shall be dated the date of its
authentication. Unless otherwise specified with respect to a series of
Securities in accordance with the provisions of Section 2.01(a)(4), interest on
the Securities shall be computed on the basis of a 360-day year composed of
twelve 30-day months.


The interest installment on any Security that
is payable, and is punctually paid or duly provided for, on any Interest
Payment Date for Securities of that series shall be paid to the Person in whose
name said Security (or one or more Predecessor Securities) is registered at the
close of business on the regular record date for such interest installment. In
the event that any Security of a particular series or portion thereof is called
for redemption and the redemption date 


 


13

















 


is subsequent to a regular
record date with respect to any Interest Payment Date and prior to such
Interest Payment Date, interest on such Security will be paid upon presentation
and surrender of such Security as provided in Section 3.03.


Unless otherwise set forth in a Board
Resolution or one or more indentures supplemental hereto establishing the terms
of any series of any Securities pursuant to Section 2.01, the term “regular
record date” as used in this Section 2.03 with respect to a series of
Securities shall mean a date 15 days immediately preceding any Interest Payment
Date. Subject to the provisions of this Section 2.03, each Security of a
series delivered under this Indenture upon registration of transfer or in
exchange for or in lieu of any other Security of such series shall carry the
rights to interest accrued and unpaid, and to accrue, that were carried by such
other Security.


Unless otherwise specified with respect to a
series of Securities in accordance with the provisions of Section 2.01, any
interest on any Security that is payable, but is not punctually paid or duly
provided for, on any Interest Payment Date for such Security (“Defaulted Interest”) shall forthwith cease
to be payable to the registered holder on the relevant regular record date, and
such Defaulted Interest shall be paid by the Company, at its election, as
provided in clause (1) or clause (2) below.


(1)           The Company may make payment of any Defaulted Interest on
Securities to the Persons in whose names such Securities (or their respective
Predecessor Securities) are registered at the close of business on a special
record date for the payment of such Defaulted Interest, which shall be fixed in
the following manner: the Company shall notify the Trustee in writing of the
amount of Defaulted Interest proposed to be paid on each such Security and the
date of the proposed payment, and at the same time the Company shall deposit
with the Trustee funds in an amount equal to the aggregate amount proposed to
be paid in respect of such Defaulted Interest or shall make arrangements
satisfactory to the Trustee for such deposit prior to the date of the proposed
payment, such funds when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Interest as in this clause (1) provided.
Thereupon the Trustee shall fix a special record date for the payment of such
Defaulted Interest which shall not be more than 15 nor less than ten days prior
to the date of the proposed payment and not less than ten days after the
receipt by the Trustee of the notice of the proposed payment. The Trustee
promptly shall notify the Company of such special record date and, in the name
and at the expense of the Company, shall cause notice of the proposed payment
of such Defaulted Interest and the special record date therefor to be mailed,
first class postage prepaid, to each Securityholder at his or her address as it
appears in the Security Register, not less than ten days prior to such special
record date. Notice of the proposed payment of such Defaulted Interest and the
special record date therefor having been mailed as aforesaid, such Defaulted
Interest shall be paid to the Persons in whose names such Securities (or their
respective Predecessor Securities) are registered on such special record date
and shall not be payable pursuant to the following clause (2).


(2)           The Company may make payment of any Defaulted Interest on
any Securities in any other lawful manner not inconsistent with the
requirements of any securities exchange on which such Securities may be listed,
and upon such notice as may be required by such exchange.


 


14

















 


Section 2.04                                Execution and Authentications.


The Securities shall be signed on behalf of
the Company by any two managing directors or by both (a) the chairman of its
Board of Directors, any vice chairman of its Board of Directors, its president
or vice president and (b) its secretary, any assistant secretary, its treasurer
or any assistant treasurer. Signatures may be in the form of a manual or
facsimile signature. In the case of Definitive Securities of any series, such
signatures may be imprinted or otherwise reproduced on such Securities. The
Securities may contain such notations, legends or endorsements required by law,
stock exchange rule or usage. Each Security shall be dated the date of its
authentication by the Trustee.


A Security shall not be valid until
authenticated manually by an authorized signatory of the Trustee or by an
Authenticating Agent. Such signature shall be conclusive evidence that the
Security so authenticated has been duly authenticated and delivered hereunder
and that the holder is entitled to the benefits of this Indenture. At any time
and from time to time after the execution and delivery of this Indenture, the
Company may deliver Securities of any series executed by the Company, and, if
applicable, endorsed by Tyco, to the Trustee for authentication, together with
a written order of the Company for the authentication and delivery of such
Securities, signed by an Officer (an “Authentication
Order”), and the Trustee in accordance with such written order shall
authenticate and deliver such Securities.


Section 2.05                                Transfer and Exchange.


(a)           Registration
of Transfer and Exchange.  The Company
shall keep, or cause to be kept, at its office or agency designated for such
purpose as provided in Section 4.02, a register or registers (the “Security Register”) in which, subject to
such reasonable regulations as it may prescribe, the Company shall register the
Securities and the transfers of Securities as provided in this Article II and
which at all reasonable times shall be open for inspection by the Trustee. The
registrar for the purpose of registering Securities and the transfer of
Securities as herein provided shall be appointed as authorized by Board
Resolution (the “Security Registrar”).  If the Company fails to appoint or maintain
another entity as Security Registrar, the Trustee shall act as such.  The Company or any of its Subsidiaries may act
as Security Registrar.


To permit registrations of transfers and
exchanges, the Company shall execute, and if applicable Tyco shall endorse, and
deliver and the Trustee shall authenticate a new Security or Securities of the
same series as the Security presented for a like aggregate principal amount and
in authorized denominations upon receipt of an Authentication Order. The
Trustee shall not be required to register the transfer of or exchange any
Security selected for redemption in whole or in part, except the unredeemed
portion of any Security being redeemed in part.


All Securities issued upon any registration
of transfer or exchange of Securities shall be the valid obligations of the
Company, and if applicable Tyco, evidencing the same indebtedness, and entitled
to the same benefits under this Indenture, as the Securities surrendered upon
such registration of transfer or exchange. Prior to such due presentment for
the registration of a transfer of any Security, the Trustee, the Company, any
paying agent and the Security Registrar may deem and treat the Person in whose
name any Security is registered as the absolute owner of such Security for the
purpose of receiving payment of principal of and interest on such Securities 


 


15

















 


and for all other purposes,
and none of the Trustee, the Company, the paying agent or the Security
Registrar shall be affected by notice to the contrary.


All certifications, certificates and opinions
of counsel required to be submitted to the Trustee pursuant to this Section
2.05 to effect a registration of transfer or exchange may be submitted by
facsimile.


(b)           Service
Charge.  No service charge shall be
made to a holder of a beneficial interest in a Global Security or to a Holder
of a Definitive Security for any exchange or registration of transfer of
Securities, or issue of new Securities in case of partial redemption of any
series, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge in relation thereto (other than any such taxes
or other governmental charge payable upon exchange or registration of transfer
pursuant to Sections 2.06, 3.03(b) and 9.04).


(c)           Transfer
and Exchange of Global Securities. 
A Global Security may not be transferred except as a whole by the
Depositary for a series of the Securities to a nominee of such Depositary, by a
nominee of such Depositary to such Depositary or to another nominee of such
Depositary, or by such Depositary or any such nominee to a successor Depositary
for a series of the Securities or a nominee of such successor Depositary. If at
any time the Depositary for a series of the Securities notifies the Company
that it is unwilling or unable to continue as Depositary for such series or if
at any time the Depositary for such series shall no longer be registered or in
good standing under the Exchange Act or other applicable statute or regulation,
and a successor Depositary for such series is not appointed by the Company
within 90 days after the Company receives such notice or becomes aware of such
condition, as the case may be, the provisions of Section 2.11 shall no longer
be applicable to the Securities of such series. In addition, the Company may at
any time determine that the Securities of any series shall no longer be
represented by a Global Security and that the provisions of Section 2.11 shall
no longer apply to the Securities of such series. In either such event the
Company will execute, and if applicable Tyco will endorse, and subject to this
Section 2.05 the Trustee, upon receipt of an Officers’ Certificate evidencing
such determination by the Company, if applicable, will authenticate and deliver
the Definitive Securities of such series, in authorized denominations, and in
an aggregate principal amount equal to the principal amount of the Global
Security of such series in exchange for such Global Security. Upon the exchange
of the Global Security of such series for such Definitive Securities of such
series, the Global Security shall be canceled by the Trustee. Such Definitive
Securities shall be registered in such names and in such authorized
denominations as the Depositary, pursuant to instructions from its Participants
or Indirect Participants or otherwise, shall instruct the Trustee. The Trustee
shall deliver such Securities to the Depositary for delivery to the Persons in
whose names such Securities are so registered.


Except as provided in Sections 2.06 and 2.07,
a Global Security may not be exchanged for another Security other than as
provided in this Section 2.05(c); however, beneficial interests in a Global
Security may be transferred and exchanged as provided in Section 2.05(d) or
(e). The provisions of this Section 2.05(c) are subject to Section 2.11.


(d)           Transfer
and Exchange of Beneficial Interests in the Global Securities. The transfer
and exchange of beneficial interests in the Global Securities of a series shall
be effected through the Depositary, in accordance with the provisions of this
Indenture, any Board 


 


16

















 


Resolution and any one or
more indentures supplemental hereto, and the Applicable Procedures. Beneficial
interests in the Restricted Global Securities of a series shall be subject to
restrictions on transfer comparable to those set forth herein to the extent
required by the Securities Act. Transfers of beneficial interests in the Global
Securities 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
Security.  Beneficial interests in
any Restricted Global Security of a series may be transferred to Persons who
take delivery thereof in the form of a beneficial interest in the same
Restricted Global Security in accordance with the transfer restrictions set
forth in the Private Placement Legend. Beneficial interests in any Unrestricted
Global Security of a series may be transferred to Persons who take delivery
thereof in the form of a beneficial interest in an Unrestricted Global Security
of such series. Subject to Section 2.05(e)(4), no written orders or
instructions shall be required to be delivered to the Security Registrar to
effect the transfers described in this Section 2.05(d)(1).


(2)           All Other Transfers and Exchanges
of Beneficial Interests in Global Securities.  In connection with all transfers and exchanges of beneficial
interests that are not subject to Section 2.05(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 Security of such
series 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 Security of such series 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 Security shall be registered to effect
the transfer or exchange referred to in (B)(1) above;


provided
that in no event shall Definitive Securities of a series be issued upon the
transfer or exchange of beneficial interests in the Regulation S Temporary
Global Security of such series prior to (y) the expiration of the relevant
Distribution Compliance Period and (z) the receipt by the Security Registrar of
any certificates identified by the Company or its counsel to be required
pursuant to Rule 903 and Rule 904 under the Securities Act. Upon satisfaction
of all the requirements for transfer and exchange of beneficial interests in
Global Securities of a series contained in this Indenture, any Board
Resolution, or one or more indentures supplemental hereto and the Securities of
such series or otherwise 


 


17

















 


applicable
under the Securities Act, the Trustee shall adjust the principal amount of the
relevant Global Security or Securities of such series pursuant to Section
2.05(h).


(3)           Transfer of Beneficial Interests to Another Restricted
Global Security.  A beneficial
interest in any Restricted Global Security of a series may be transferred to a
Person who takes delivery thereof in the form of a beneficial interest in
another Restricted Global Security of the same series if the transfer complies
with the requirements of Section 2.05(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 Security for Beneficial Interests in an Unrestricted Global
Security.  A beneficial interest in
any Restricted Global Security of any series may be exchanged by any holder
thereof for a beneficial interest in an Unrestricted Global Security of such
series or transferred to a Person who takes delivery thereof in the form of a
beneficial interest in an Unrestricted Global Security of such series if the
exchange or transfer complies with the requirements of Section 2.05(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 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 Security of such series has not
yet been issued, the Company shall issue and, upon receipt of an Authentication
Order in accordance with Section 2.04, the Trustee shall authenticate one or
more Unrestricted Global Securities of such series in an aggregate principal
amount equal to the aggregate principal amount of beneficial interests so
transferred. Beneficial interests in an Unrestricted Global Security of a
series cannot be exchanged for, or transferred to Persons who take delivery
thereof in the form of, a beneficial interest in a Restricted Global Security
of such series.


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


(1)           Beneficial Interests in Restricted Global Securities to
Restricted Definitive Securities. 
If any holder of a beneficial interest in a Restricted Global Security
of a series proposes to exchange such beneficial interest for a Restricted
Definitive Security of such series or to transfer such beneficial interest to a
Person who takes delivery thereof in the form of a Restricted Definitive
Security of such series, 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 Security of such series to be reduced accordingly pursuant to Section
2.05(h), and the Company shall execute, 


 


18

















 


and
if applicable Tyco shall endorse, and, upon receipt of an Authentication Order
pursuant to Section 2.04, the Trustee shall authenticate and deliver to the
Person designated in the instructions a Restricted Definitive Security of such
series in the appropriate principal amount. Any Restricted Definitive Security
of such series issued in exchange for a beneficial interest in a Restricted
Global Security of such series pursuant to this Section 2.05(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 Securities of such series to the Persons in whose names
such Securities are so registered. Any Restricted Definitive Security of such
series issued in exchange for a beneficial interest in a Restricted Global
Security of such series pursuant to this Section 2.05(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 Securities to Unrestricted Definitive Securities.
A holder of a beneficial interest in a Restricted Global Security of a series
may exchange such beneficial interest for an Unrestricted Definitive Security
of such series or may transfer such beneficial interest to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Security of such
series 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 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 Securities to Unrestricted Definitive
Securities.  If any holder of a
beneficial interest in an Unrestricted Global Security of a series proposes to
exchange such beneficial interest for an Unrestricted Definitive Security of
such series or to transfer such beneficial interest to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Security of such
series, then, upon satisfaction of the conditions set forth in Section
2.05(d)(2), the Trustee shall cause the aggregate principal amount of the
applicable Unrestricted Global Security of such series to be reduced accordingly
pursuant to Section 2.05(h), and the Company shall execute, and if applicable
Tyco shall endorse, and, upon receipt of an Authentication Order in accordance
with Section 2.04, the Trustee shall authenticate and deliver to the Person
designated in the instructions an Unrestricted Definitive Security of such
series in the appropriate principal amount. Any Unrestricted Definitive
Security issued in exchange for a 


 


19

















 


beneficial interest pursuant
to this Section 2.05(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 for such series and the Participant or Indirect Participant. The
Trustee shall deliver such Unrestricted Definitive Securities to the Persons in
whose names such Securities are so registered. Any Unrestricted Definitive
Security issued in exchange for a beneficial interest pursuant to this Section
2.05(e)(3) shall not bear the Private Placement Legend.


(4)           Transfer
or Exchange of Regulation S Temporary Global Securities. Notwithstanding
the other provisions of this Section 2.05, a beneficial interest in the
Regulation S Temporary Global Security of a series may not be (A) exchanged for
a Definitive Security of such series prior to (y) the expiration of the
Distribution Compliance Period with respect to such series (unless such
exchange is effected by the Company, does not require an investment decision on
the part of the Holder thereof and does not violate the provisions of
Regulation S) and (z) the receipt by the Security Registrar of any certificates
identified by the Company or its counsel to be required pursuant to Rule 903(b)(3)(ii)(B)
under the Securities Act or (B) transferred to a U.S. person (as such term is
defined in Regulation S) or for the account or benefit of a U.S. person (other
than an initial purchaser of such Regulation S Temporary Global Security) or a
Person who takes delivery thereof in the form of a Definitive Security of such
series prior to the events set forth in clause (A) above or unless the transfer
is pursuant to an exemption from the registration requirements of the
Securities Act other than Rule 903 or 904.


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


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


(A) if the Holder of such
Restricted Definitive Security of such series proposes to exchange such
Security for a beneficial interest in a Restricted Global Security of such
series, 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 Security of such series,
increase or cause to be increased the aggregate principal amount of, in the
case of clause (A) above, the appropriate Restricted Global Security of such
series and, in the case of clause (B) above, the 144A Global Security of such
series or the Regulation S Global Security of such series as applicable.


(2)           Restricted
Definitive Securities to Beneficial Interests in Unrestricted Global Securities.
A Holder of a Restricted Definitive Security of a series may exchange such
Security for a beneficial interest in an Unrestricted Global Security of such
series or 


20

















 


transfer such Restricted
Definitive Security of such series to a Person who takes delivery thereof in
the form of a beneficial interest in an Unrestricted Global Security of such
series only if the Security Registrar receivesa 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 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 2.05(f)(2), the Trustee
shall cancel the Restricted Definitive Securities of such series so transferred
or exchanged and increase or cause to be increased the aggregate principal
amount of the Unrestricted Global Security of such series.


(3)           Unrestricted
Definitive Securities to Beneficial Interests in Unrestricted Global Securities.  A Holder of an Unrestricted Definitive
Security of a series may exchange such Security for a beneficial interest in an
Unrestricted Global Security of such series or transfer such Definitive
Securities of such series to a Person who takes delivery thereof in the form of
a beneficial interest in an Unrestricted Global Security of such series at any
time. Upon receipt of a request for such an exchange or transfer, the Trustee
shall cancel the applicable Unrestricted Definitive Security and increase or
cause or be increased the aggregate principal amount of one of the Unrestricted
Global Securities of such series. If any such exchange or transfer from a
Definitive Security of a series to a beneficial interest is effected pursuant
to subparagraphs (2) or (3) of this Section 2.05(f) at a time when an
Unrestricted Global Security of such series has not yet been issued, the
Company shall issue and, upon receipt of an Authentication Order in accordance
with Section 2.04, the Trustee shall authenticate one or more Unrestricted
Global Securities of such series in an aggregate principal amount equal to the
principal amount of Definitive Securities of such series so transferred.


(g)           Transfer
and Exchange of Definitive Securities for Definitive Securities.  Upon request by a Holder of Definitive
Securities of a series and such Holder’s compliance with the provisions of this
Section 2.05(g), the Trustee shall register the transfer or exchange of
Definitive Securities of such series pursuant to the provisions of Section
2.05(a). In addition to the requirements set forth in Section 2.05(a), the
requesting Holder shall provide any additional certifications, documents, and
information, as applicable, required pursuant to the following provisions of
this Section 2.05(g).


(1)           Restricted
Definitive Securities to Restricted Definitive Securities.  Any Restricted Definitive Security of a
series may be transferred to and registered in the name of Persons who take
delivery thereof in the form of a Restricted Definitive Security of such series
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 Securities to Unrestricted Definitive Securities.  Any Restricted Definitive Security of a
series may be exchanged by the Holder thereof for an Unrestricted Definitive Security of such
series or transferred to a Person or Persons who 


21

















 


take delivery thereof in the form of an Unrestricted
Definitive Security of such series 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 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 Securities to Unrestricted Definitive Securities.  A Holder of Unrestricted Definitive
Securities of a series may transfer such Securities to a Person who takes
delivery thereof in the form of an Unrestricted Definitive Security of such
series in accordance with subsection 2.05(a). Upon receipt of a request to
register such a transfer, the Security Registrar shall register the
Unrestricted Definitive Securities of such series pursuant to the instructions
from the Holder thereof.


(h)           Cancellation
and/or Adjustment of Global Securities. 
At such time as all beneficial interests in a particular Global Security
of a series have been exchanged for Definitive Securities of such series or a
particular Global Security of a series has been redeemed, repurchased or
cancelled in whole and not in part, each such Global Security of such series
shall be returned to or retained and cancelled by the Trustee in accordance
with Section 2.08. At any time prior to such cancellation, if any beneficial
interest in a Global Security of such series is exchanged for or transferred to
a Person who will take delivery thereof in the form of a beneficial interest in
another Global Security of such series or for Definitive Securities of such
series, the principal amount of Securities of such series represented by such
Global Security shall be reduced accordingly and an endorsement may be made on
such Global Security 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 Security of such series, such other
Global Security shall be increased accordingly and an endorsement may be made
on such Global Security by the Trustee or by the Depositary at the direction of
the Trustee to reflect such increase.


(i)            No
Exchange or Transfer.  The Company
shall not be required (i) to issue, exchange or register the transfer of any
Securities during a period beginning at the opening of business 15 days before
the day of the mailing of a notice of redemption of less than all the
Outstanding Securities of the same series and ending at the close of business
on the day of such mailing, (ii) to register the transfer of or exchange any
Securities of any series or portions thereof called for redemption, nor (iii)
to register the transfer of or exchange a Security of any series between the
applicable record date pursuant to Section 2.01(a)(5) and the next succeeding Interest Payment
Date.


Section 2.06                                Temporary Securities.


Pending the preparation of definitive
Securities of any series, the Company may execute, and if applicable Tyco may
endorse, and the Trustee shall authenticate and deliver, temporary Securities
(printed, lithographed or typewritten) of any authorized denomination. Such
temporary Securities shall be substantially in the form of the definitive
Securities in lieu of which they are 


22

















 


issued, but with such omissions,
insertions and variations as may be appropriate for temporary Securities, all
as may be determined by the Company. Every temporary Security of any series
shall be executed by the Company, and if applicable endorsed by Tyco, and be
authenticated by the Trustee upon the same conditions and in substantially the
same manner, and with like effect, as the definitive Securities of such series.
Without unnecessary delay the Company will execute, and if applicable Tyco will
endorse, and will furnish definitive Securities of such series and thereupon
any or all temporary Securities of such series may be surrendered in exchange
therefor without charge to the holders, at the office or agency of the Company
maintained pursuant to Section 4.02 for the purpose of exchanges of Securities
of such series, and the Trustee shall authenticate and such office or agency
shall deliver in exchange for such temporary Securities an equal aggregate
principal amount of definitive Securities of such series, unless the Company
advises the Trustee to the effect that definitive Securities need not be
executed and furnished until further notice from the Company. Until so
exchanged, temporary Securities of any series shall in all respects be entitled
to the same benefits under this Indenture as definitive Securities of such
series authenticated and delivered hereunder.


Section 2.07                                Mutilated, Destroyed, Lost or Stolen
Securities.


In case any temporary or definitive Security
shall become mutilated or be destroyed, lost or stolen, the Company (subject to
the next succeeding sentence) shall execute, and if applicable Tyco shall
endorse, and upon the Company’s request the Trustee (subject to the next
succeeding sentence) shall authenticate and deliver, a new Security of the same
series, bearing a number not contemporaneously outstanding in exchange and
substitution for the mutilated Security, or in lieu of and in substitution for
the Security so destroyed, lost or stolen. In every case the applicant for a
substituted Security shall furnish to the Company and the Trustee such security
or indemnity as may be required by them to save each of them harmless, and, in
every case of destruction, loss or theft, the applicant shall also furnish to
the Company and the Trustee evidence to their satisfaction of the destruction,
loss or theft of the applicant’s Security and of the ownership thereof. The
Trustee may authenticate any such substituted Security and deliver the same
upon the written request or authorization of any Officer. Upon the issuance of
any substituted Security, the Company may require the payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other expenses (including the fees and expenses of the
Trustee) connected therewith. In case any Security that has matured or is about
to mature shall become mutilated or be destroyed, lost or stolen, the Company,
instead of issuing a substitute Security, may pay or authorize the payment of
the same (without surrender thereof except in the case of a mutilated Security)
if the applicant for such payment shall furnish to the Company and the Trustee
such security or indemnity as they may require to save them harmless, and, in
case of destruction, loss or theft, evidence to the satisfaction of the Company
and the Trustee of the destruction, loss or theft of such Security and of the
ownership thereof.


Every replacement Security issued pursuant to the provisions of this
Section 2.07 shall constitute an additional contractual obligation of the Company
whether or not the mutilated, destroyed, lost or stolen Security shall be found
at any time, or be enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Securities of the same series duly issued hereunder. All Securities shall be
held and owned upon the express condition that the foregoing provisions are
exclusive with respect to the 


23

















 


replacement or payment of mutilated, destroyed, lost
or stolen Securities, and shall preclude (to the extent lawful) any and all
other rights or remedies, notwithstanding any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of
negotiable instruments or other securities without their surrender.


Section 2.08                                Cancellation.


All Securities surrendered for the purpose of
payment, redemption, exchange or registration of transfer, if surrendered to
the Company or any paying agent, shall be delivered to the Trustee for
cancellation, or, if surrendered to the Trustee, shall be cancelled by it, and
no Securities shall be issued in lieu thereof except as expressly required or
permitted by any of the provisions of this Indenture. On written request of the
Company at the time of such surrender, the Trustee shall deliver to the Company
canceled Securities held by the Trustee. In the absence of such request the
Trustee may dispose of canceled Securities in accordance with its standard
procedures. If the Company shall otherwise acquire any of the Securities,
however, such acquisition shall not operate as a redemption or satisfaction of
the indebtedness represented by such Securities unless and until the same are
delivered to the Trustee for cancellation.


Section 2.09                                Benefits of Indenture.


Nothing in this Indenture or in the
Securities, express or implied, shall give or be construed to give to any
Person, other than the parties hereto and the holders of the Securities, any
legal or equitable right, remedy or claim under or in respect of this
Indenture, or under any covenant, condition or provision herein contained; all
such covenants, conditions and provisions being for the sole benefit of the
parties hereto and of the holders of the Securities.


Section 2.10                                Authenticating Agent.


So long as any of the Securities of any
series remain Outstanding, there may be an Authenticating Agent for any or all
such series of Securities which the Trustee shall have the right to appoint.
Said Authenticating Agent shall be authorized to act on behalf of the Trustee
to authenticate Securities of such series, including Securities issued upon
exchange, registration of transfer or partial redemption thereof, and
Securities so authenticated shall be entitled to the benefits of this Indenture
and shall be valid and obligatory for all purposes as if authenticated by the
Trustee hereunder. All references in this Indenture to the authentication of
Securities by the Trustee shall be deemed to include authentication by an
Authenticating Agent for such series. Each Authenticating Agent shall be
acceptable to the Company and shall be a corporation that has a combined
capital and surplus, as most recently reported or determined by it, sufficient
under the laws of any jurisdiction under which it is organized or in which it
is doing business to conduct a trust business, and that is otherwise authorized
under such laws to conduct such business and is subject to supervision or
examination by Federal or State authorities. If at any time any Authenticating
Agent shall cease to be eligible in accordance with these provisions, it shall
resign immediately.  Any Authenticating
Agent may resign at any time by giving written notice of resignation to the
Trustee and to the Company.  The Trustee
at any time may, and upon request by the Company shall, terminate the agency of
any Authenticating Agent by giving written notice of termination to such
Authenticating Agent and to the Company. Upon resignation, termination or
cessation of eligibility of any Authenticating Agent, the Trustee may 


 


24

















appoint an eligible
successor Authenticating Agent acceptable to the Company. Any successor
Authenticating Agent, upon acceptance of its appointment hereunder, shall
become vested with all the rights, powers and duties of its predecessor
hereunder as if originally named as an Authenticating Agent pursuant hereto.


Section 2.11                                Global Securities.


(a)           General.  If the Company shall establish pursuant to
Section 2.01 that the Securities of a particular series are to be issued as a
Global Security, then the Company shall execute, and if applicable Tyco shall
endorse, and the Trustee in accordance with Section 2.04 shall authenticate, a
Global Security that (i) shall represent, and shall be denominated in an amount
equal to the aggregate principal amount of, all of the Outstanding Securities
of such series, (ii) shall be registered in the name of the Depositary or its
nominee and (iii) shall be delivered to the Trustee as custodian for the
Depositary or otherwise delivered pursuant to the Depositary’s instructions.
Global Securities may be issued in either temporary or permanent form.


(b)           Euroclear
and Clearstream Procedures Applicable. 
The provisions of the “Operating Procedures of the Euroclear System” and
the “Terms and Conditions Governing Use of Euroclear” and the “General Terms
and Conditions of Clearstream Banking” and “Customer Handbook” of Clearstream,
respectively, in effect at the relevant time shall be applicable to transfers of
beneficial interests in the Regulation S Global Securities of such series that
are held by Participants through Euroclear or Clearstream.


Section 2.12                                CUSIP Numbers.


The Company in issuing the Securities of a
series may use “CUSIP” numbers (if then generally in use), and, if so, the
Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to
Securityholders; provided that any such notice may state that no representation
is made as to the correctness of such numbers either as printed on the
Securities or as contained in any notice of a redemption and that reliance may
be placed only on the other identification numbers printed on the Securities,
and any such redemption shall not be affected by any defect in or omission of
such numbers. The Company will promptly notify the Trustee of any change in the
“CUSIP” numbers.


Section 2.13                                Securities Denominated in Foreign
Currencies.


Except as otherwise specified pursuant to
Section 2.01 for Securities of any series, payment of the principal of, premium,
if any, and interest on, Securities of such series denominated in any Foreign
Currency will be made in such Foreign Currency.


In the event any Foreign Currency or
Currencies in which any payment with respect to any series of Securities may be
made ceases to be a freely convertible Currency on United States Currency
markets, for any date thereafter on which payment of principal of, premium, if
any, or interest on the Securities of a series is due, the Company shall select
the Currency of payment for use on such date, all as provided in the Securities
of such series, in a Board Resolution or in one or more indentures supplemental
hereto. In such event, the Company shall notify the Trustee of the Currency
which it has selected to constitute the funds necessary to meet the Company’s 


 


25

















obligations on such payment
date and of the amount of such Currency to be paid. Such amount shall be
determined as provided in the Securities of such series, in a Board Resolution
or in one or more indentures supplemental hereto. The payment with respect to
such payment date shall be deposited with the Trustee by the Company solely in
the Currency so selected.


Section 2.14                                Wire Transfers.


Notwithstanding any other provision to the
contrary in this Indenture, the Company may make any payment required to be
deposited with the Trustee on account of principal of, premium, if any, or
interest on, the Securities by wire transfer in immediately available funds to
an account designated by the Trustee on or before the date such payment is to
be made to the Holders of the Securities in accordance with the terms hereof.


Section 2.15                                Designated Currency.


The
Company may provide pursuant to Section 2.01 for Securities of any series that:


(a) the obligation, if any,
of the Company to pay the principal of, premium, if any, and interest on the
Securities of any series in a Foreign Currency or Dollars (the “Designated Currency”) as may be specified
pursuant to Section
2.01(a)(12) is of the essence and agree that, to the fullest extent possible
under applicable law, judgments in respect of Securities of such series shall
be given in the Designated Currency;


(b) the obligation of the Company to make payments in
the Designated Currency of the principal of, premium, if any, and interest on
such Securities shall be discharged, notwithstanding any payment in any other
Currency (whether pursuant to a judgment or otherwise), only to the extent of
the amount in the Designated Currency that the Securityholder receiving such
payment, in accordance with normal banking procedures, may purchase with the
amount paid in such other Currency after any premium and cost of exchange on
the business day in the country of issue of the Designated Currency or in the
international banking community immediately following the day on which such
Securityholder receives such payment;


(c) if the amount in the Designated Currency that may
be so purchased for any reason falls short of the amount originally due, the
Company shall pay such additional amounts as may be necessary to compensate for
such shortfall; and


(d) any obligation of the Company not discharged by
such payment shall be due as a separate and independent obligation and, until
discharged as provided herein, shall continue in full force and effect.


Section 2.16                                Form of Guarantee.


The form of Guarantee, if applicable, shall
be set forth on the applicable series of Securities substantially as follows:


 


26

















 


GUARANTEE


For value received, Tyco 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:


TYCO
INTERNATIONAL LTD.








	
  By:

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



ARTICLE III.



REDEMPTION OF SECURITIES AND SINKING FUND PROVISIONS


Section 3.01                                Redemption.


The Company may redeem the Securities of any
series issued hereunder on and after the dates and in accordance with the terms
established for such series pursuant to Section 2.01 or 14.01.


Section 3.02                                Notice of Redemption.


(a)           If
the Company desires to exercise such right to redeem all or, as the case may
be, a portion of the Securities of any series, the Company shall, or shall
cause the Trustee to, give notice of such redemption to holders of the
Securities of such series to be redeemed by mailing, first class postage
prepaid, a notice of such redemption not less than 30 days and not more than 60
days before the date fixed for redemption of that series to such holders at
their last addresses as they shall appear upon the Security Register (unless a
shorter period is specified in the Securities to be redeemed). Any notice that
is mailed in the manner herein provided shall be conclusively presumed to have
been duly given, whether or not the registered holder receives the notice. In
any case, failure duly to give such notice to the holder of any Security of any
series designated for redemption in whole or in part, or any defect in the
notice, shall not affect the validity of the proceedings for the redemption of
any other Securities of such series or any other series. In the case of any
redemption of Securities prior to the expiration of any restriction on such
redemption provided in the terms of such Securities or elsewhere in this
Indenture, the 


 


27

















Company shall furnish the
Trustee with an Officers’ Certificate evidencing compliance with any such
restriction.


Each such notice of redemption shall specify
the date fixed for redemption and the redemption price at which Securities of that
series are to be redeemed, and shall state that:  (i) payment of the redemption price of such Securities to be
redeemed will be made at the office or agency of the Company maintained for
such purpose, or, if none, at the Corporate Trust Office of the Trustee, upon
presentation and surrender of such Securities; (ii) interest accrued to
the date fixed for redemption will be paid as specified in said notice;
(iii) from and after said date interest will cease to accrue; and
(iv) the redemption is for a sinking fund, if such is the case. If less
than all the Securities of a series are to be redeemed, the notice to the
holders of Securities of that series to be redeemed in whole or in part shall
specify the particular Securities to be so redeemed. In case any Security is to
be redeemed in part only, the notice that relates to such Security shall state
the portion of the principal amount thereof to be redeemed, and shall state
that on and after the redemption date, upon surrender of such Security, a new
Security or Securities of such series in principal amount equal to the
unredeemed portion thereof will be issued.


(b)           If
all or less than all the Securities of a series are to be redeemed, the Company
shall give the Trustee at least 45 days’ notice (unless a shorter period shall
be satisfactory to the Trustee) in advance of the date fixed for redemption as
to the aggregate principal amount of Securities of the series to be
redeemed.  If less than all the
Securities are to be redeemed, the Trustee thereupon shall select from
Securities of such series Outstanding not previously called for redemption, in
accordance with a method that it shall deem appropriate and fair (in such
manner as complies with
applicable legal and stock exchange requirements, if any) and that may provide
for the selection of a portion or portions (equal to $1,000 or any integral
multiple thereof) of the principal amount of such Securities of such series of
a denomination larger than $1,000, the Securities of such series to be
redeemed.  The Trustee promptly shall
notify the Company in writing of the numbers of the Securities of such series
to be redeemed, in whole or in part.


The Company, if and whenever it shall so
elect, by delivery of instructions signed on its behalf by any of its Officers,
may instruct the Trustee or any paying agent to call all or any part of the
Securities of a particular series for redemption and to give notice of
redemption in the manner set forth in this Section 3.02, such notice to be in
the name of the Company or its own name, as the Trustee or such paying agent
may deem advisable. In any case in which notice of redemption is to be given by
the Trustee or any such paying agent, the Company shall deliver or cause to be
delivered to, or permit to remain with, the Trustee or such paying agent, as
the case may be, such Security Register, transfer books or other records, or
suitable copies or extracts therefrom, sufficient to enable the Trustee or such
paying agent to give any notice by mail that may be required under the provisions
of this Section 3.02.


Section 3.03                                Payment Upon Redemption.


(a)           If
the giving of notice of redemption shall have been completed as above provided,
the Securities or portions of Securities of the series to be redeemed specified
in such notice shall become due and payable on the date and at the place stated
in such notice at the 


 


28

















applicable redemption price,
together with interest accrued to the date fixed for redemption, in each case
as established pursuant to Section 2.01 or 14.01.  Interest on such Securities or portions of Securities shall cease
to accrue on and after the date fixed for redemption, unless the Company shall
default in the payment of such redemption price and accrued interest with respect
to any such Security or portion thereof. On presentation and surrender of such
Securities on or after the date fixed for redemption at the place of payment
specified in the notice, said Securities shall be paid and redeemed at the
applicable redemption price for such series, together with interest accrued
thereon to the date fixed for redemption (but if the date fixed for redemption
is an Interest Payment Date, the interest installment payable on such date
shall be payable to the registered holder at the close of business on the
applicable record date pursuant to Section 2.01).


(b)           Upon
presentation of any Security of such series that is to be redeemed in part
only, the Company shall execute, and if applicable Tyco shall endorse, and the
Trustee shall authenticate, and the office or agency where the Security is
presented shall deliver to the holder thereof, at the expense of the Company, a
new Security of the same series and tenor of authorized denominations in
principal amount equal to the unredeemed portion of the Security so presented;
except that if a Global Security is so surrendered, the Company shall execute,
and if applicable Tyco shall endorse, and, upon receipt of an Officers’
Certificate requesting authentication and delivery, the Trustee shall
authenticate and deliver to the Depositary for such Global Security, without
service charge, a new Global Security of like tenor in a denomination equal to
and in exchange for the unredeemed portion of the principal of the Global
Security so surrendered.


Section 3.04                                Sinking Fund.


The provisions of Sections 3.04, 3.05 and
3.06 shall be applicable to any sinking fund for the retirement of Securities
of a series, except as otherwise specified as contemplated by Section 2.01 for
Securities of such series.


The minimum amount of any sinking fund
payment provided for by the terms of Securities of any series is referred to as
a “mandatory sinking fund payment,” and any payment in excess of such minimum
amount provided for by the terms of Securities of any series is referred to as
an “optional sinking fund payment.” If provided for by the terms of Securities
of any series, the cash amount of any sinking fund payment may be subject to
reduction as provided in Section 3.05. Each sinking fund payment shall be applied
to the redemption of Securities of any series as provided for by the terms of
Securities of such series.


Section 3.05                                Satisfaction of Sinking Fund Payments
with Securities.


The Company (i) may deliver Outstanding
Securities of a series (other than any Securities previously called for
redemption) and (ii) may apply as a credit Securities of a series that have
been redeemed either at the election of the Company pursuant to the terms of
such Securities or through the application of permitted optional sinking fund
payments pursuant to the terms of such Securities, in each case in satisfaction
of all or any part of any sinking fund payment with respect to the Securities
of such series required to be made pursuant to the terms of such Securities,
provided that such Securities have not been previously so credited. Such
Securities shall be received and credited for such purpose by the Trustee at
the redemption price 


29

















specified in such Securities
for redemption through operation of the sinking fund and the amount of such
sinking fund payment shall be reduced accordingly.


Section 3.06                                Redemption of Securities for Sinking Fund.


Not less than 30 days prior to each sinking
fund payment date for any series of Securities, the Company will deliver to the
Trustee an Officers’ Certificate specifying the amount of the next ensuing
sinking fund payment for that series pursuant to the terms of the series, the
portion thereof, if any, that is to be satisfied by payment of cash in the
Currency in which the Securities of such series are denominated (except as
provided pursuant to Section 2.01), the portion thereof, if any, that is to be
satisfied by delivering and crediting Securities of that series pursuant to
Section 3.05 and the basis for such credit. 
Together with such Officers’ Certificate, the Company will deliver to
the Trustee any Securities to be so delivered. Not less than 30 days before
each such sinking fund payment date the Trustee shall select the Securities to
be redeemed upon such sinking fund payment date in the manner specified in
Section 3.02 and cause notice of the redemption thereof to be given in the name
of and at the expense of the Company in the manner provided in Section 3.02.
Such notice having been duly given, the redemption of such Securities shall be
made upon the terms and in the manner stated in Section 3.03.


ARTICLE IV.



CERTAIN COVENANTS


The following covenants shall apply to the
Securities, except with respect to any series of Securities for which the
supplemental indenture or resolution of the Board of Directors under which such
series of Securities is issued or in the form of Security for such series
expressly provides that any such covenant shall not apply to such series of
Securities:


Section 4.01                                Payment of Principal, Premium and
Interest.


The Company will duly and punctually pay or
cause to be paid the principal of, premium, if any, and interest on the
Securities of a series at the time and place and in the manner provided herein
and established with respect to such Securities.


Section 4.02                                Maintenance of Office or Agency.


So long as any series of the Securities
remain Outstanding, the Company will maintain for such series an office or
agency where Securities of such series may be presented or surrendered for
payment, where Securities of such series may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Company in
respect of the Securities of such series and this Indenture may be given or
served.  Such designation will continue
with respect to each office or agency until the Company, by written notice
signed by any Officer and delivered to the trustee, shall designate some other
office or agency for such purposes or any of them.  If at any time the Company shall fail to maintain any such
required office or agency or shall fail to furnish the Trustee with the address
thereof, such presentations, surrenders, notices and demands may be made or
served at the Corporate Trust Office of the Trustee, and the Company hereby
appoints the Trustee as its agent to receive all presentations, surrenders,
notices and demands.  Unless otherwise
specified in accordance with Section 2.01 


30

















with respect to a series of
Securities, the Company initially designates the Corporate Trust Office of The
Bank of New York, 101 Barclay Street, 21 W, New York, New York 10286, acting as
the Company’s agent, as the office to be maintained by it for each such
purpose.


Section 4.03                                Paying Agents.


(a)           The
Company may appoint one or more paying agents, other than the Trustee, for all
or any series of the Securities. If the Company fails to appoint or maintain
another entity as paying agent, the Trustee shall act as such. Tyco, the
Company or any of their Subsidiaries may act as paying agent.


(b)           The
Company shall require each paying agent other than the Trustee to agree in
writing that the paying agent will hold in trust for the benefit of
Securityholders or the Trustee all funds held by the paying agent for the
payment of principal, premium, if any, or interest on the Securities, and will
promptly notify the Trustee in writing of any default by the Company in making
any such payment.  While any such default
continues, the Trustee may require a paying agent to pay all funds held by it
to the Trustee.  The Company at any time
may require a paying agent to pay all funds held by it to the Trustee.  Upon payment over to the Trustee, the paying
agent (if other than Tyco, the Company or any of their Subsidiaries) shall have
no further liability for the funds. If Tyco, the Company or any of their
Subsidiaries acts as paying agent, it shall segregate and hold in a separate
trust fund for the benefit of the Securityholders all funds held by it as
paying agent.


(c)           Notwithstanding
anything in this Section to the contrary, (i) the agreement to hold funds in
trust as provided in this Section 4.03 is subject to the provisions of Section
11.06, and (ii) the Company at any time, for the purpose of obtaining the satisfaction
and discharge or defeasance of this Indenture or for any other purpose,
may  pay, or direct any paying agent to
pay, to the Trustee all funds held in trust by the Company or such paying
agent, such funds to be held by the Trustee upon the same terms and conditions
as those upon which such funds were held by the Company or such paying
agent.  Upon such payment by any paying
agent to the Trustee, such paying agent shall be released from all further
liability with respect to such funds.


Section 4.04                                Statement by Officers as to Default.


So long as any of the Securities remain
outstanding, the Company and Tyco will furnish to the Trustee on or before
March 31 in each year a brief certificate (which need not comply with
Section 13.06) executed by the principal executive, financial or
accounting officer of each of the Company and Tyco on their respective behalf
as to his or her knowledge of the Company’s or Tyco’s, as the case may be,
compliance with all covenants and agreements under the Indenture required to be
complied with by the Company and Tyco, respectively (such compliance to be
determined without regard to any period of grace or requirement of notice
provided under the Indenture).  Such
certificate need not include a reference to any non-compliance that has been
fully cured prior to the date as of which such certificate speaks.


The Company shall provide written notice to
the Trustee within 30 days of the occurrence of any Event of Default under
Section 6.01.


 


31

















 


Section 4.05                                Appointment to Fill Vacancy in Office of
Trustee.


The Company, whenever necessary to avoid or
to fill a vacancy in the office of Trustee, will appoint, in the manner
provided in Section 7.10, a Trustee, so that there shall be at all times a
Trustee hereunder.


ARTICLE V.



SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY AND

THE TRUSTEE


Section 5.01                                Company to Furnish Trustee Names and
Addresses of Securityholders.


The Company will furnish or cause to be
furnished to the Trustee (a) semi-annually at least seven Business Days before
each Interest Payment Date for a series of Securities (and in all events at
intervals of not more than six months) a list, in such form as the Trustee may
reasonably require, of the names and addresses of the holders of each series of
Securities as of such date, provided that the Company shall not be obligated to
furnish or cause to furnish such list at any time that the list shall not
differ in any respect from the most recent list furnished to the Trustee by the
Company and (b) at such other times as the Trustee may require in writing
within 30 days after the receipt by the Company of any such request, a list of
similar form and content as of a date not more than 15 days prior to the time
such list is furnished; provided, however, that, in either case, no such list
need be furnished for any series for which the Trustee shall be the Security
Registrar.


Section 5.02                                Preservation of Information;
Communications with Securityholders.


(a)           The
Trustee shall preserve, in as current a form as is reasonably practicable, all
information as to the names and addresses of the holders of Securities
contained in the most recent list furnished to it as provided in Section 5.01
and as to the names and addresses of holders of Securities received by the
Trustee in its capacity as Security Registrar (if acting in such capacity).


(b)           Securityholders
may communicate as provided in Section 312(b) of the Trust Indenture Act with
other Securityholders with respect to their rights under this Indenture or
under the Securities.


Section 5.03                                Reports by the Company.


(a)           So
long as any Securities are outstanding, the Company shall file with the
Trustee, within 15 days after Tyco is required to file with the Commission,
copies of the annual reports and of the information, documents and other
reports (or copies of such portions of any of the foregoing as the Commission
may from time to time by rules and regulations prescribe) that Tyco may be
required to file with the Commission pursuant to Section 13 or Section 15(d) of
the Exchange Act.  The Company shall be
deemed to have complied with the previous sentence to the extent that such
information, documents and reports are filed with the Commission via EDGAR (or
any successor electronic delivery procedure).


 


32

















 


(b)           Delivery
of such reports, information and documents to the Trustee is for informational
purposes only and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s compliance with any of
its covenants hereunder (as to which the Trustee is entitled to rely
exclusively on Officers’ Certificates).


Section 5.04                                Reports by the Trustee.


(a)           Any
Trustee’s report required under Section 313(a) of the Trust Indenture Act
shall be transmitted on or before July 15 in each year following the date
hereof, so long as any Securities are outstanding hereunder, and shall be dated
as of a date convenient to the Trustee no more than 60 nor less than 45 days
prior thereto.


(b)           A
copy of each such report shall, at the time of such transmission to
Securityholders, be filed by the Trustee with the Company, with any stock
exchange upon which any Securities are listed and with the Commission. The
Company agrees to notify the Trustee when any Securities become listed on any
stock exchange or delisted therefrom.


ARTICLE VI.



REMEDIES OF THE TRUSTEE AND SECURITYHOLDERS ON

EVENT OF DEFAULT


Section 6.01                                Events of Default.


(a)           Whenever
used herein with respect to Securities of a particular series, “Event of Default” means any one or more of
the following events that has occurred and is continuing, except with respect
to any series of Securities for which the supplemental indenture or resolution
of the Board of Directors under which such series of Securities is issued or in
the form of Security for such series expressly provides that any such Event of
Default shall not apply to such series of Securities:


(1)           default
in the payment of any installment of interest upon any of the Securities of
such series as and when the same shall become due and payable, and continuance
of such default for a period of 30 days; or


(2)           default
in the payment of all or any part of the principal or premium, if any, on any
of the Securities of such series as and when the same shall become due and
payable either at maturity, upon redemption, by declaration or otherwise; or


(3)           default
in the payment of any sinking fund installment as and when the same shall
become due and payable by the terms of the Securities of such series; or


(4)           default
in the performance, or breach, of any covenant or agreement of Tyco or the
Company in respect of the Securities of such series and, if applicable, the
related Guarantee (other than a covenant or agreement in respect of the
Securities of such series and, if applicable, the related Guarantee a default
in whose performance or whose breach is elsewhere in this Section specifically
dealt with), and continuance of such 


 


33

















default
or breach for a period of 90 days after the date on which there has been given,
by registered or certified mail, to Tyco and the Company by the Trustee or to
Tyco, the Company and the Trustee by the Holders of at least 25% in principal
amount of the Outstanding Securities of all series affected thereby, a written
notice specifying such default or breach and requiring it to be remedied and
stating that such notice is a “Notice of Default” hereunder; or


(5)           if
Tyco shall have issued a Guarantee with respect to such Securities, such
Guarantee shall for any reason cease to be, or shall for any reason be asserted
in writing by Tyco or the Company not to be, in full force and effect and
enforceable in accordance with its terms except to the extent contemplated by
the Indenture and any such Guarantee;


(6)           a
court having jurisdiction in the premises shall enter a decree or order for
relief in respect of the Company or, if Tyco shall have issued a Guarantee with
respect to such Securities, Tyco in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee or sequestrator
(or similar official) of the Company or, if applicable,  Tyco or for any substantial part of its
property or ordering the winding up or liquidation of its affairs, and such
decree or order shall remain unstayed and in effect for a period of 90 consecutive
days; or


(7)           the
Company or, if Tyco shall have issued a Guarantee with respect to such
Securities, Tyco shall commence a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or
consent to the entry of an order for relief in an involuntary case under any
such law, or consent to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee or sequestrator (or similar official)
of the Company or, if applicable, Tyco or for any substantial part of its
property, or make any general assignment for the benefit of creditors; or


(8)           any
other Event of Default provided in the supplemental indenture or resolution of
the Board of Directors under which such series of Securities is issued or in
the form of Security for such series.


(b)           In each and every
such case, unless the principal of all the Securities of that series shall have
already become due and payable, either the Trustee or the holders of not less
than 25% in aggregate principal amount of the Securities of that series then
Outstanding hereunder, by notice in writing to Tyco and the Company (and to the
Trustee if given by such Securityholders), may declare the unpaid principal of
all the Securities of that series to be due and payable immediately, and upon
any such declaration the same shall become and shall be immediately due and
payable, notwithstanding anything contained in this Indenture or in the
Securities of that series or established with respect to that series pursuant
to Section 2.01 to the contrary.


(c)           At any time after
the principal of the Securities of that series shall have been so declared due
and payable, and before any judgment or decree for the payment of the amount
due shall have been obtained or entered as hereinafter provided, the holders of
a majority in 


 


34

















aggregate principal amount of the Securities of that
series then Outstanding hereunder, by written notice to Tyco and the Company
and the Trustee, may rescind and annul such declaration and its consequences
if: (i) the Company has or has caused to be paid or deposited with the Trustee
an amount sufficient to pay all matured installments of interest upon all the
Securities of that series and the principal of and premium, if any, on any and
all Securities of that series that shall have become due otherwise than by
acceleration (with interest upon such principal and premium, if any, and, to
the extent that such payment is enforceable under applicable law, upon overdue
installments of interest, at the rate expressed in the Securities of that
series to the date of such payment or deposit), and (ii) any and all Events of
Default under the Indenture with respect to such series, other than the
nonpayment of principal on Securities of that series that shall not have become
due by their terms, shall have been remedied or waived as provided in Section
6.06.


No such rescission and annulment shall extend to or shall affect any
subsequent default or impair any right consequent thereon.


(d)           In case the Trustee
shall have proceeded to enforce any right with respect to Securities of that
series under this Indenture and such proceedings shall have been discontinued
or abandoned because of such rescission or annulment or for any other reason or
shall have been determined adversely to the Trustee, then and in every such
case the Company and the Trustee shall be restored respectively to their former
positions and rights hereunder, and all rights, remedies and powers of the Company
and the Trustee shall continue as though no such proceedings had been taken.


(e)           The Trustee shall
give to the Securityholders of any series, as the names and addresses of such
Holders appear on the Security Register, notice by mail of all defaults known
to the Trustee that have occurred with respect to such series, such notice to
be transmitted within 90 days after the occurrence thereof, unless such
defaults shall have been cured before the giving of such notice (the term
“default” or “defaults” for the purposes of this Section 6.01(e) being hereby
defined to mean any event or condition which is, or with notice or lapse of
time or both would become, an Event of Default); provided that, except in the
case of default in the payment of the principal of, premium, if any, or
interest on any of the Securities of such series, or in the payment of any
sinking or purchase fund installment with respect to the Securities of such
series, the Trustee shall be protected in withholding such notice if and so
long as the board of directors, the executive committee, or a trust committee
of directors or trustees and/or Responsible Officers in good faith determines
that the withholding of such notice is in the interests of the Securityholders
of such series.


Section 6.02                                Collection of Indebtedness and Suits for
Enforcement by Trustee.


(a)           The
Company covenants that (i) in case it shall default in the payment of any
installment of interest on any of the Securities of a series, or any payment
required by any sinking or analogous fund established with respect to that
series as and when the same shall have become due and payable, and such default
shall have continued for a period of 30 days, or (ii) in case it shall default
in the payment of the principal of, or premium, if any, on any of the
Securities of a series when the same shall have become due and payable, whether
upon maturity of the Securities of a series or upon redemption or upon
declaration or otherwise, then, upon demand of the Trustee, the Company will
pay to the Trustee, for the benefit of the holders of the 


 


35

















Securities of that series,
the whole amount that then shall have been become due and payable on all such
Securities for principal, premium, if any, or interest, or both, with interest
upon the overdue principal, premium, if any, and (to the extent that payment of
such interest is enforceable under applicable law) upon overdue installments of
interest at the rate expressed in the Securities of that series; and, in
addition thereto, such further amount as shall be sufficient to cover the costs
and expenses of collection, and the amount payable to the Trustee under Section
7.06.


(b)           If
the Company shall fail to pay such amounts forthwith upon such demand, the Trustee,
in its own name and as trustee of an express trust, shall be entitled and
empowered to institute any action or proceedings at law or in equity for the
collection of the amounts so due and unpaid, and may prosecute any such action
or proceeding to judgment or final decree, and may enforce any such judgment or
final decree against the Company or Tyco if Tyco shall have issued a Guarantee
with respect to such Securities and collect the amounts adjudged or decreed to
be payable in the manner provided by law out of the property of the Company or,
if applicable, Tyco, wherever situated.


(c)           In
case of any receivership, insolvency, liquidation, bankruptcy, reorganization,
readjustment, arrangement, composition or judicial proceedings affecting the
Company, or its respective creditors or property, or Tyco or its respective
creditors or property if Tyco shall have issued a Guarantee with respect to
Securities of such series, the Trustee shall have power to intervene in such
proceedings and take any action therein that may be permitted by the court and,
except as otherwise provided by law, shall be entitled to file such proofs of
claim and other papers and documents as may be necessary or advisable in order
to have the claims of the Trustee and of the holders of Securities of such
series allowed for the entire amount due and payable by the Company under the
Indenture at the date of institution of such proceedings and for any additional
amount that may become due and payable by the Company after such date, and to collect
and receive any funds or other property payable or deliverable on any such
claim, and to distribute the same in accordance with Section 6.03.  Any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of the holders of
Securities of such series to make such payments to the Trustee, and, in the
event that the Trustee shall consent to the making of such payments directly to
such Securityholders, to pay to the Trustee any amount due it under Section
7.06.


(d)           All
rights of action and of asserting claims under this Indenture, or under any of
the terms established with respect to Securities of that series, may be
enforced by the Trustee without the possession of any of such Securities, or
the production thereof at any trial or other proceeding relative thereto.  Any such suit or proceeding instituted by
the Trustee shall be brought in its own name as trustee of an express trust,
and any recovery of judgment shall, after provision for payment to the Trustee
of any amounts due under Section 7.06, be for the ratable benefit of the
holders of the Securities of such series.


In case of an Event of Default, the Trustee
in its discretion may proceed to protect and enforce the rights vested in it by
this Indenture by such appropriate judicial proceedings as the Trustee shall
deem most effectual to protect and enforce any of such rights, either at law or
in equity or in bankruptcy or otherwise, whether for the specific enforcement
of any covenant or agreement contained in the Indenture or in aid of the
exercise of any power granted in this 


 


36

















Indenture, or to enforce any
other legal or equitable right vested in the Trustee by this Indenture or by
law.


Nothing contained herein shall be deemed to
authorize the Trustee to authorize or consent to or accept or adopt on behalf
of any Securityholder any plan of reorganization, arrangement, adjustment or
composition affecting the Securities of that series or the rights of any holder
thereof or to authorize the Trustee to vote in respect of the claim of any
Securityholder in any such proceeding.


Section 6.03                                Application of Funds Collected.


Any funds collected by the Trustee pursuant
to this Article VI with respect to a particular series of Securities shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such funds on account of principal, premium, if
any, or interest, upon presentation of the Securities of that series, and
notation thereon the payment, if only partially paid, and upon surrender
thereof if fully paid:


FIRST: To the payment of costs and expenses
of collection and of all amounts payable to the Trustee under Section 7.06;


SECOND: To the payment of the amounts then
due and unpaid upon Securities of such series for principal, premium, if any,
and interest, in respect of which or for the benefit of which such funds have
been collected, ratably, without preference or priority of any kind, according
to the amounts due and payable on such Securities for principal, premium, if
any, and interest, respectively; and


THIRD: To the Company.


Section 6.04                                Limitation on Suits.


No holder of any Security of any series shall
have any right by virtue or by availing of any provision of this Indenture to
institute any suit, action or proceeding in equity or at law upon or under or
with respect to this Indenture or for the appointment of a receiver or trustee,
or for any other remedy hereunder, unless (i) such holder previously shall have
given to the Trustee written notice of an Event of Default and of the
continuance thereof with respect to the Securities of such series specifying
such Event of Default; (ii) the holders of not less than 25% in aggregate
principal amount of the Securities of such series then Outstanding shall have
made written request upon the Trustee to institute such action, suit or
proceeding in its own name as trustee hereunder; (iii) such holder or holders
shall have offered to the Trustee such reasonable indemnity as it may require
against the costs, expenses and liabilities to be incurred therein or thereby;
(iv) the Trustee for 60 days after its receipt of such notice, request and
offer of indemnity, shall have failed to institute any such action, suit or
proceeding; and (v) during such 60 day period, the holders of a majority in
principal amount of the Securities of that series do not give the Trustee a
direction inconsistent with the request.


Notwithstanding anything contained herein to
the contrary, any other provisions of this Indenture, the right of any holder
of any Security to receive payment of the principal of, and premium, if any,
and interest on such Security, as therein provided, on or after the respective
due dates 


 


37

















expressed in such Security
(or in the case of redemption, on the redemption date), or to institute suit
for the enforcement of any such payment on or after such respective dates or
redemption date, shall not be impaired or affected without the consent of such
holder.  By accepting a Security
hereunder it is expressly understood, intended and covenanted by the taker and
holder of every Security of such series with every other such taker and holder
and the Trustee, that no one or more holders of Securities of such series shall
have any right in any manner whatsoever by virtue or by availing of any
provision of this Indenture to affect, disturb or prejudice the rights of the
holders of any other of such Securities, or to obtain or seek to obtain priority
over or preference to any other such holder, or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all holders of Securities of such series. For the protection
and enforcement of the provisions of this Section 6.04, each Securityholder and
the Trustee shall be entitled to such relief as can be given either at law or
in equity.


Section 6.05                                Rights and Remedies Cumulative; Delay or
Omission not Waiver.


(a)           Except
as otherwise provided in Section 2.07, all powers and remedies given by this
Article VI to the Trustee or to the Securityholders, to the extent permitted by
law, shall be deemed cumulative and not exclusive of any other powers and
remedies available to the Trustee or the holders of the Securities, by judicial
proceedings or otherwise, to enforce the performance or observance of the
covenants and agreements contained in this Indenture or otherwise established
with respect to such Securities.


(b)           No
delay or omission of the Trustee or of any holder of any of the Securities to
exercise any right or power accruing upon any Event of Default occurring and
continuing shall impair any such right or power, or shall be construed to be a
waiver of any such default or on acquiescence therein.  Subject to the provisions of Section 6.04,
every power and remedy given by this Article VI or by law to the Trustee or the
Securityholders may be exercised from time to time, and as often as shall be
deemed expedient, by the Trustee or by the Securityholders.


Section 6.06                                Control by Securityholders.


The holders of a majority in aggregate
principal amount of the Securities of any series at the time Outstanding,
determined in accordance with Section 8.04, shall 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 such series; provided, however, that such direction shall not be in
conflict with any rule of law or with this Indenture or be unduly prejudicial
to the rights of holders of Securities of any other series at the time
Outstanding determined in accordance with Section 8.04. Subject to the
provisions of Section 7.01, the Trustee shall have the right to decline to
follow any such direction if the Trustee in good faith, by a Responsible
Officer or Responsible Officers of the Trustee, shall determine that the
proceeding so directed would involve the Trustee in personal liability. The
holders of a majority in aggregate principal amount of the Securities of any
series at the time Outstanding affected thereby, determined in accordance with
Section 8.04, on behalf of the holders of all of the Securities of such series
may waive any past default in the performance of any of the covenants contained
herein or established pursuant to Section 2.01 with respect to such series and
its consequences, except a default in the payment of the principal of, premium,
if any, or 


 


38

















interest on, any of the
Securities of that series as and when the same shall become due by the terms of
such Securities otherwise than by acceleration (unless such default has been
cured and a sum sufficient to pay all matured installments of interest and principal
and any premium has been deposited with the Trustee in accordance with Section
6.01(c).  Upon any such waiver, the
default covered thereby shall be deemed to be cured for all purposes of this
Indenture and the Company, the Trustee and the holders of the Securities of
such series shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.


Section 6.07                                Undertaking to Pay Costs.


All parties to this Indenture agree, and each
holder of any Securities by such holder’s acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken or omitted by it as Trustee, the filing by any
party litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys’ fees and expenses, against any party litigant in such
suit, having due regard to the merits and good faith of the claims or defenses
made by such party litigant; but the provisions of this Section 6.07 shall not
apply to any suit instituted by the Trustee, to any suit instituted by any
Securityholder, or group of Securityholders, holding more than 10% in aggregate
principal amount of the Outstanding Securities of any series, or to any suit
instituted by any Securityholder for the enforcement of the payment of the
principal of, premium, if any, or interest on any Security of such series, on
or after the respective due dates expressed in such Security or established
pursuant to this Indenture.


Section 6.08                                Waiver Of Usury, Stay Or Extension Laws.


Each of Tyco and the Company covenants (to
the extent that it may lawfully do so) that it will not at any time insist
upon, or plead, or in any manner whatsoever claim or take the benefit or
advantage of, any usury, stay or extension law wherever enacted, now or at any
time hereafter in force, which may affect the covenants or the performance of
this Indenture; and each of Tyco and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law and covenants that it will not, by resort to any such law, hinder, delay or
impede the execution of any power herein granted to the Trustee, but will
suffer and permit the execution of every such power as though no such law had
been enacted.


ARTICLE VII.



CONCERNING THE TRUSTEE


Section 7.01                                Certain Duties and Responsibilities of
Trustee.


(a)           In
case an Event of Default with respect to the Securities of a series has
occurred (that has not been cured or waived), the Trustee shall exercise with
respect to Securities of that series such of the rights and powers vested in it
by this Indenture, and use the same degree of 


 


39

















care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of his or her own affairs.


(b)           No
provision of this Indenture shall be construed to relieve the Trustee from
liability for its own negligent action, its own negligent failure to act, or
its own willful misconduct, except that:


(1)           prior to the occurrence of an Event
of Default with respect to the Securities of a series and after the curing or
waiving of all such Events of Default with respect to that series that may have
occurred:


                (i)        the duties and obligations of the Trustee
shall with respect to the Securities of such series be determined solely by the
express provisions of this Indenture, and the Trustee shall not be liable with
respect to the Securities of such series except for the performance of such
duties and obligations as are specifically set forth in this Indenture, and no
implied covenants or obligations shall be read into this Indenture against the
Trustee; and


               (ii)        in the absence of bad faith on the part
of the Trustee, the Trustee with respect to the Securities of such series may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or opinions furnished to the
Trustee and conforming to the requirements of this Indenture; but in the case
of any such certificates or opinions that by any provision hereof are
specifically required to be furnished to the Trustee, the Trustee shall be
under a duty to examine the same to determine whether or not they conform to
the requirements of this Indenture (but need not confirm or investigate the
accuracy of mathematical computations or other facts stated therein);


(2)           the Trustee shall not be liable for
any error of judgment made in good faith by a Responsible Officer or
Responsible Officers of the Trustee, unless it shall be proved that the Trustee
was negligent in ascertaining the pertinent facts;


(3)           the Trustee shall not be liable with
respect to any action taken or omitted to be taken by it in good faith in
accordance with the direction of the holders of not less than a majority in
principal amount of the Securities of any series at the time Outstanding
relating to the time, method and place of conducting any proceeding for any
remedy available to the Trustee, or exercising any trust or power conferred
upon the Trustee under this Indenture with respect to the Securities of that
series; and


(4)           none of the provisions contained in
this Indenture shall require the Trustee to expend or risk its own funds or
otherwise incur personal financial liability in the performance of any of its
duties or in the exercise of any of its rights or powers, if there is
reasonable ground for believing that the repayment of such funds or liability
is not reasonably assured to it under the terms of this Indenture or adequate
indemnity against such risk is not reasonably assured to it.


 


40

















 


Section 7.02                                Certain Rights of Trustee.


Except as otherwise provided in Section 7.01:


(a)           The
Trustee may conclusively rely and shall be fully protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond, security or
other paper or document (whether in its original or facsimile form) believed by it to be
genuine and to have been signed or presented by the proper party or parties.


(b)           Any
request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by a Board Resolution or an instrument signed in the name
of the Company by an Officer (unless other evidence in respect thereof is
specifically prescribed herein).


(c)           The
Trustee may consult with counsel of its own selection and the advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken or suffered or omitted hereunder in
good faith and in reliance thereon.


(d)           The
Trustee shall be under no obligation to exercise any of the rights or powers
vested in it by this Indenture at the request, order or direction of any of the
Securityholders, pursuant to the provisions of this Indenture, unless such
Securityholders shall have offered to the Trustee indemnity satisfactory to it
against the costs, expenses and liabilities that may be incurred therein or
thereby.


(e)           The
Trustee shall not be liable for any action taken or omitted to be taken by it
in good faith and believed by it to be authorized or within the discretion or
rights or powers conferred upon it by this Indenture.;


(f)            The
Trustee shall not be bound to make any investigation into the facts or matters
stated in any resolution, certificate, statement, instrument, opinion, report,
notice, request, consent, order, approval, bond, security or other papers or
documents, but the Trustee, in its discretion, may make such further inquiry
into such matters as it may see fit, and if the Trustee shall determine to make
such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney
at the sole cost of the Company and shall incur no liability or additional
liability of any kind by reason of such inquiry or investigation.


(g)           The
Trustee shall not be deemed to have notice of any Event of Default unless a Responsible
Officer of the Trustee has actual knowledge thereof or unless written notice of
any event which is in fact such a default is received by the Trustee at the
Corporate Trust Office of the Trustee.


(h)           The
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents or attorneys and the Trustee
shall not be responsible for any misconduct or negligence on the part of any
agent or attorney appointed with due care by it hereunder.


 


41

















 


(i)            The
rights, privileges, protections, immunities and benefits given to the Trustee,
including, without limitation, its right to be indemnified, are extended to,
and shall be enforceable by, the Trustee in each of its capacities hereunder,
and each agent, custodian and other Person employed to act hereunder.


(j)            The
Trustee may request that the Company deliver an Officers’ Certificate setting
forth the names of individuals and/or titles of officers authorized at such
time to take specified actions pursuant to this Indenture, which Officers’
Certificate may be signed by any person authorized to sign an Officers’
Certificate, including any person specified as so authorized in any such
certificate previously delivered and not superceded.


Section 7.03                                Trustee not Responsible for Recitals or
Issuance of Securities.


(a)           The
recitals contained herein and in the Securities shall be taken as the
statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same.


(b)           The
Trustee makes no representations as to the validity or sufficiency of this
Indenture or of the Securities.


(c)           The
Trustee shall not be accountable for the use or application by the Company of
any of the Securities or of the proceeds of such Securities, or for the use or
application of any funds paid over by the Trustee in accordance with any
provision of this Indenture or established pursuant to Section 2.01, or for the
use or application of any funds received by any paying agent other than the
Trustee.


Section 7.04                                May Hold Securities.


The Trustee 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. However, the Trustee is subject to
Sections 7.09 and 7.13.


Section 7.05                                Funds Held in Trust.


Subject to the provisions of Section 11.06,
all funds received by the Trustee, until used or applied as herein provided,
shall be held in trust for the purposes for which they were received, but need
not be segregated from other funds except to the extent required by law. The
Trustee shall be under no liability for interest on any funds received by it
hereunder except such as it may agree with the Company to pay thereon.


Section 7.06                                Compensation and Reimbursement.


(a)           The
Company shall pay to the Trustee, and the Trustee shall be entitled to be paid,
such compensation (which shall not be limited by any provision of law in regard
to the compensation of a trustee of an express trust), as the Company and the
Trustee from time to time may agree in writing, for all services rendered by it
in the execution of the trusts hereby created and in the exercise and
performance of any of the powers and duties hereunder of the Trustee.  Except as otherwise expressly provided
herein, the Company will pay or reimburse the Trustee 


 


42

















upon its request for all
reasonable expenses and disbursements incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the
reasonable compensation and the expenses and disbursements of its counsel and
of all Persons not regularly in its employ) except any such expense or
disbursement as may arise from its own negligence or bad faith. The Company and
Tyco shall indemnify the Trustee (and its officers, agents, directors and
employees) for, and shall hold it harmless against, any and all loss,
liability, claim, damage or expense, including taxes (other than taxes based
upon, measured by or determined by the income of the Trustee) incurred without
negligence or bad faith on the part of the Trustee and arising out of or in
connection with the acceptance or administration of this trust, including the
costs and expenses of defending itself against any claim of liability (whether
asserted by the Company, any Holder or any other Person).


(b)           The
obligations of the Company under this Section 7.06 to compensate and indemnify
the Trustee and to pay or reimburse the Trustee for expenses and disbursements
shall: (i) be secured by a lien prior to that of the Securities upon all
property and funds held or collected by the Trustee as such, except funds held
in trust for the benefit of the holders of particular Securities; and (ii)
survive the termination of this Indenture and resignation or removal of the
Trustee.


Section 7.07                                Reliance on Officers’ Certificate.


Except as otherwise provided in Section 7.01,
whenever in the administration of the provisions of this Indenture the Trustee
shall deem it necessary or desirable that a matter be proved or established
prior to taking or suffering or omitting to take any action hereunder, such
matter (unless other evidence in respect thereof be herein specifically
prescribed), in the absence of negligence or bad faith on the part of the
Trustee, may be deemed to be conclusively proved and established by an
Officers’ Certificate delivered to the Trustee and such certificate, in the
absence of negligence or bad faith on the part of the Trustee, shall be full
warrant to the Trustee for any action taken, suffered or omitted to be taken by
it under the provisions of this Indenture upon the faith thereof.


Section 7.08                                Disqualification; Conflicting Interests.


If the Trustee has or shall acquire any
“conflicting interest” within the meaning of Section 310(b) of the Trust
Indenture Act, the Trustee and the Company shall in all respects comply with
the provisions of Section 310(b) of the Trust Indenture Act.


Section 7.09                                Corporate Trustee Required; Eligibility.


There shall at all times be a Trustee with
respect to the Securities issued hereunder which shall at all times be a
corporation organized and doing business under the laws of the United States or
any State or Territory thereof or of the District of Columbia, or a corporation
or other Person permitted to act as trustee by the Commission, authorized under
such laws to exercise corporate trust powers, having a combined capital and
surplus of at least $100,000,000, and subject to supervision or examination by
Federal, State, Territorial, or District of Columbia authority. If such
corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of the aforesaid supervising or examining authority,
then for the purposes of 


 


43

















this Section 7.09 the
combined capital and surplus of such corporation shall be deemed to be its
combined capital and surplus as set forth in its most recent report of
condition so published. The Company may not, nor may any Affiliate of the
Company, serve as Trustee. In case at any time the Trustee shall cease to be
eligible in accordance with the provisions of this Section 7.09, the Trustee
shall resign immediately in the manner and with the effect specified in Section
7.10.


Section 7.10                                Resignation and Removal; Appointment of
Successor.


(a)           The
Trustee or any successor hereafter appointed may resign at any time with
respect to the Securities of one or more series by giving written notice
thereof to the Company and by transmitting notice of resignation by mail, first
class postage prepaid, to the Securityholders of such series, as their names
and addresses appear upon the Security Register.  Upon receiving such notice of resignation, the Company promptly
shall appoint a successor trustee with respect to Securities of such series. If
no successor trustee shall have been so appointed and have accepted appointment
within 60 days after the retiring Trustee resigns, the retiring Trustee, at the
expense of the Company, or the Company may petition any court of competent
jurisdiction for the appointment of a successor trustee with respect to
Securities of such series, or any Securityholder of that series who has been a
bona fide holder of a Security or Securities for at least six months may on
behalf of himself and all others similarly situated, petition any such court
for the appointment of a successor trustee. Such court may thereupon after such
notice, if any, as it may deem proper and prescribe, appoint a successor
trustee.


(b)           In
case at any time any one of the following shall occur, the Company may remove
the Trustee with respect to all or any series of Securities and appoint a
successor trustee, or, unless the Trustee’s duty to resign is stayed as
provided herein, any Securityholder who has been a bona fide holder of a
Security or Securities for at least six months, on behalf of that holder and
all others similarly situated, may petition any court of competent jurisdiction
for the removal of the Trustee and the appointment of a successor trustee. Such
court may thereupon after such notice, if any, as it may deem proper and
prescribe, remove the Trustee and appoint a successor trustee:


(1)           the Trustee shall fail to comply with
the provisions of Section 7.08 after written request therefor by the Company or
by any Securityholder who has been a bona fide holder of a Security or
Securities for at least six months; or


(2)           the Trustee shall cease to be
eligible in accordance with the provisions of Section 7.09 and shall fail to
resign after written request therefor by the Company or by any such
Securityholder; or


(3)           the Trustee shall become incapable of
acting, or shall be adjudged a bankrupt or insolvent, or commence a voluntary
bankruptcy proceeding, or a receiver of the Trustee or of its property shall be
appointed or consented to, or any public officer shall take charge or control
of the Trustee or of its property or affairs for the purpose of rehabilitation,
conservation or liquidation.


If an instrument of
acceptance by a successor Trustee shall not have been delivered to the Trustee
within 30 days after the giving of such notice of removal, the Trustee being
removed 


 


44

















may petition, at the expense
of the Company, any court of competent jurisdiction for the appointment of a
successor Trustee with respect to the Securities of such series.


(c)           The
holders of a majority in aggregate principal amount of the Securities of any
series at the time Outstanding at any time may remove the Trustee with respect
to such series by so notifying the Trustee and the Company and may appoint a
successor Trustee for such series with the consent of the Company.


(d)           Any
resignation or removal of the Trustee and appointment of a successor trustee
with respect to the Securities of a series pursuant to any of the provisions of
this Section shall become effective upon acceptance of appointment by the
successor trustee as provided in Section 7.11.


(e)           Any
successor trustee appointed pursuant to this Section 7.10 may be appointed with
respect to the Securities of one or more series or all of such series, and at
any time there shall be only one Trustee with respect to the Securities of any
particular series.


Section 7.11                                Acceptance of Appointment By Successor.


(a)           In
case of the appointment hereunder of a successor trustee with respect to all
Securities, every such successor trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an
instrument accepting such appointment, and thereupon the resignation or removal
of the retiring Trustee shall become effective and such successor trustee,
without any further act, deed or conveyance, shall become vested with all the
rights, powers, trusts and duties of the retiring Trustee.  On the request of the Company or the
successor trustee, such retiring Trustee, upon payment of its charges, shall
execute and deliver an instrument transferring to such successor trustee all
the rights, powers, and trusts of the retiring Trustee and shall assign,
transfer and deliver to such successor trustee all property and funds held by
such retiring Trustee hereunder.


(b)           In
case of the appointment hereunder of a successor trustee with respect to the
Securities of one or more (but not all) series, the Company, the retiring
Trustee and each successor trustee with respect to the Securities of one or
more series shall execute and deliver an indenture supplemental hereto wherein
each successor trustee shall accept such appointment and which (i) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, each successor trustee all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Securities of
that or those series to which the appointment of such successor trustee
relates, (ii) shall contain such provisions as shall be deemed necessary or
desirable to confirm that all the rights, powers, trusts and duties of the retiring
Trustee with respect to the Securities of that or those series as to which the
retiring Trustee is not retiring shall continue to be vested in the retiring
Trustee, and (iii) shall add to or change any of the provisions of this
Indenture as shall be necessary to provide for or facilitate the administration
of the trusts hereunder by more than one Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such Trustees
co-trustees of the same trust, that each such Trustee shall be trustee of a
trust or trusts hereunder separate and apart from any trust or trusts hereunder
administered by any other such Trustee and that no Trustee shall be responsible
for any act or failure to act on the part of any other Trustee hereunder.  Upon the execution and 


 


45

















delivery of such
supplemental indenture the resignation or removal of the retiring Trustee shall
become effective to the extent provided therein, and such retiring Trustee
shall have no further responsibility with respect to the Securities of that or
those series to which the appointment of such successor trustee relates for the
exercise of rights and powers or for the performance of the duties and
obligations vested in the Trustee under this Indenture.  Each such successor trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee with respect to the
Securities of that or those series to which the appointment of such successor
trustee relates.  On request of the
Company or any successor trustee, such retiring Trustee shall assign, transfer
and deliver to such successor trustee, to the extent contemplated by such
supplemental indenture, the property and funds held by such retiring Trustee
hereunder with respect to the Securities of that or those series to which the
appointment of such successor trustee relates.


(c)           Upon
request of any such successor trustee, the Company may execute any and all
instruments for more fully and certainly vesting in and confirming to such
successor trustee all such rights, powers and trusts referred to in Section
7.11(a) or (b), as the case may be.


(d)           No
successor trustee shall accept its appointment unless at the time of such
acceptance such successor trustee shall be qualified and eligible under this
Article VII.


(e)           Upon
acceptance of appointment by a successor trustee as provided in this Section
7.11, the successor trustee shall cause a notice of its succession to be
transmitted to Securityholders.


Section 7.12                                Merger, Conversion, Consolidation or
Succession to Business.


Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation
resulting from any merger, conversion or consolidation to which the Trustee
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of the Trustee, shall be the successor of the
Trustee hereunder, provided that such corporation shall be qualified under the
provisions of Section 7.08 and eligible under the provisions of Section 7.09,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding. In
case any Securities shall have been authenticated, but not delivered, by the
Trustee then in office, any successor by merger, conversion or consolidation to
such authenticating Trustee may adopt such authentication and deliver the
Securities so authenticated with the same effect as if such successor Trustee
had itself authenticated such Securities.


Section 7.13                                Preferential Collection of Claims Against
the Company.


The Trustee shall comply with Section 311(a)
of the Trust Indenture Act, excluding any creditor relationship described in
Section 311(b) of the Trust Indenture Act. A Trustee who has resigned or been
removed shall be subject to Section 311(a) of the Trust Indenture Act to the
extent included therein.


 


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ARTICLE VIII.



CONCERNING THE SECURITYHOLDERS


Section 8.01                                Evidence of Action by Securityholders.


Whenever in this Indenture it is provided
that the holders of a majority or specified percentage in aggregate principal
amount of the Securities of a particular series may take any action (including
the making of any demand or request, the giving of any notice, consent or
waiver or the taking of any other action), the fact that at the time of taking
any such action the holders of such majority or specified percentage of that
series have joined therein may be evidenced by any instrument or any number of
instruments of similar tenor executed by such holders of Securities of that
series in Person or by agent or proxy appointed in writing.


If the Company shall solicit from the
Securityholders of any series any request, demand, authorization, direction,
notice, consent, waiver or other action, the Company, at its option, as
evidenced by an Officers’ Certificate, may fix in advance a record date for
such series for the determination of Securityholders entitled to give such
request, demand, authorization, direction, notice, consent, waiver or other
action, but the Company shall have no obligation to do so. If such a record
date is fixed, such request, demand, authorization, direction, notice, consent,
waiver or other action may be given before or after the record date, but only
the Securityholders of record at the close of business on the record date shall
be deemed to be Securityholders for the purposes of determining whether
Securityholders of the requisite proportion of Outstanding Securities of that
series have authorized or agreed or consented to such request, demand,
authorization, direction, notice, consent, waiver or other action, and for that
purpose the Outstanding Securities of that series shall be computed as of the
record date; provided, however, that no such authorization, agreement or
consent by such Securityholders on the record date shall be deemed effective
unless it shall become effective pursuant to the provisions of this Indenture
not later than six months after the record date.


Section 8.02                                Proof of Execution by Securityholders.


Subject to the provisions of Section 7.01,
proof of the execution of any instrument by a Securityholder (such proof will
not require notarization) or his agent or proxy and proof of the holding by any
Person of any of the Securities shall be sufficient if made in the following
manner:


(a)           The
fact and date of the execution by any such Person of any instrument may be
proved in any reasonable manner acceptable to the Trustee.


(b)           The
ownership of Securities shall be proved by the Security Register of such
Securities or by a certificate of the Security Registrar thereof.


(c)           The
Trustee may require such additional proof of any matter referred to in this
Section as it shall deem necessary.


 


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Section 8.03                                Who May be Deemed Owners.


Prior to the due presentment for registration
of transfer of any Security, the Company, the Trustee, any paying agent and any
Security Registrar may deem and treat the Person in whose name such Security
shall be registered upon the books of the Company as the absolute owner of such
Security (whether or not such Security shall be overdue and notwithstanding any
notice of ownership or writing thereon made by anyone other than the Security
Registrar) for the purpose of receiving payment of or on account of the
principal of, premium, if any, and (subject to Section 2.03) interest on such Security
and for all other purposes; and neither the Company nor the Trustee nor any
paying agent nor any Security Registrar shall be affected by any notice to the
contrary.


None of the Company, the Trustee, any paying
agent or the Security Registrar will have any responsibility or liability for
any aspect of the records relating to or payments made on account of beneficial
ownership interests in a Global Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interests.


Section 8.04                                Certain Securities Owned by Company
Disregarded.


In determining whether the holders of the
requisite aggregate principal amount of Securities of a particular series have
concurred in any direction, consent of waiver under this Indenture, the
Securities of that series that are owned by Tyco, the Company or any other
obligor on the Securities of that series or by an Affiliate of Tyco or the
Company shall be disregarded and deemed not to be Outstanding for the purpose
of any such determination, except that for the purpose of determining whether
the Trustee shall be protected in relying on any such direction, consent or
waiver, only Securities of such series that a Responsible Officer of the
Trustee knows are so owned shall be so disregarded. The Securities so owned
that have been pledged in good faith may be regarded as Outstanding for the
purposes of this Section, if the pledgee shall establish to the satisfaction of
the Trustee the pledgee’s right so to act with respect to such Securities and
that the pledgee is not an Affiliate. In case of a dispute as to such right,
any decision by the Trustee taken upon the advice of counsel shall be full
protection to the Trustee.  Upon request
of the Trustee, the Company shall furnish to the Trustee promptly an Officers’
Certificate listing and identifying all Securities of a particular series, if
any known by Tyco or the Company to be owned or held by or for the account of
any of the above described Persons and, subject to Sections 7.01 and 7.02, the Trustee
shall be entitled to accept such Officers’ Certificate as conclusive evidence
of the facts therein set forth and of the fact that all Securities of such
particular series not listed therein are Outstanding for the purpose of any
such determination.


Section 8.05                                Actions Binding on Future Securityholders.


At any time prior to the evidencing to the
Trustee, as provided in Section 8.01, of the taking of any action by the
holders of the majority or percentage in aggregate principal amount of the
Securities of a particular series specified in this Indenture in connection
with such action, any holder of a Security of that series that is shown by the
evidence to be included in the Securities the holders of which have consented
to such action, by filing written notice with the Trustee, and upon proof of
holding as provided in Section 8.02, may revoke such action so far as 


 


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concerns such Security.
Except as aforesaid any such action taken by the holder of any Security shall
be conclusive and binding upon such holder and upon all future holders and
owners of such Security, and of any Security issued in exchange therefor, on
registration of transfer thereof or in place thereof, irrespective of whether
or not any notation in regard thereto is made upon such Security. Any action
taken by the holders of the majority or percentage in aggregate principal
amount of the Securities of a particular series specified in this Indenture in
connection with such action shall be conclusively binding upon the Company, the
Trustee and the holders of all the Securities of that series.


ARTICLE IX.



SUPPLEMENTAL INDENTURES


Section 9.01                                Supplemental Indentures Without the
Consent of Securityholders.


In addition to any supplemental indenture
otherwise authorized by this Indenture, Tyco, the Company and the Trustee from
time to time and at any time may enter into an indenture or indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act as then in effect), without the consent of the Securityholders,
for one or more of the following purposes:


(a)           to
cure any ambiguity, defect, or inconsistency herein or in the Securities of any
series, including making such changes as are required for this Indenture to comply
with the Trust Indenture Act, or to make such other provisions in regard to
matters or questions arising under this Indenture or under any supplemental
indenture as the Board of Directors of the Company may deem necessary or
desirable, and which shall not in either case adversely affect the interests of
the Holders of the Securities in any material respects;


(b)           to
evidence the succession of another Person to Tyco or the Company, or successive
successions, and the assumption by the successor Person of the covenants,
agreements and obligations of Tyco or the Company, as the case may be, pursuant
to Article X;


(c)           to
provide for uncertificated Securities in addition to or in place of
certificated Securities;


(d)           to
add to the covenants of the Company for the benefit of the holders of all or
any outstanding series of Securities (and if such covenants are to be for the
benefit of less than all outstanding series of Securities, stating that such
covenants are expressly being included solely for the benefit of such series)
or to surrender any right or power herein conferred upon Tyco or the Company;


(e)           to
add any additional Events of Default for the benefit of the holders of all or
any outstanding series of Securities (and if such Events of Default are to be
applicable to less than all outstanding series, stating that such Events of
Default are expressly being included solely to be applicable to such series);


(f)            to
change or eliminate any of the provisions of this Indenture, provided that any
such change or elimination shall not become effective with respect to any
outstanding Security of 


 


49

















any series created prior to
the execution of such supplemental indenture which is entitled to the benefit
of such provision and as to which such supplemental indenture would apply;


(g)           to
secure the Securities or to provide that any of the Company’s obligations under
any series of the Securities or this Indenture shall be guaranteed and the
terms and conditions for the release or substitution of such security or
guarantee;


(h)           to
make any other change that does not adversely affect the rights of any
Securityholder of Outstanding Securities in any material respect;


(i)            to
provide for the issuance of and establish the form and terms and conditions of
the Securities of any series as provided in Section 2.01, to provide which, if
any, of the covenants of the Company shall apply to such series, to provide
which of the Events of Default shall apply to such series, to establish the
form of any certifications required to be furnished pursuant to the terms of
this Indenture or any series of Securities, or to define the rights of the
holders of any series of Securities;


(j)            to
issue additional Securities of any series; provided that such additional
Securities have the same terms as, and be deemed part of the same series as,
the applicable series of Securities issued hereunder to the extent required by
Section 2.01(b); or


(k)           to
evidence and provide for the acceptance of appointment hereunder by a successor
Trustee with respect to the Securities of one or more series and to add to or
change any of the provision of this Indenture as shall be necessary to provide
for or facilitate the administration of the trust hereunder by more than one Trustee.


Upon the request of the Company, accompanied
by Board Resolutions authorizing the execution of any such supplemental
indenture, and upon receipt by the Trustee of the documents described in
Section 9.05, the Trustee shall join with Tyco and the Company in the execution
of any such supplemental indenture, and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee
shall not be obligated to enter into any such supplemental indenture that
affects the Trustee’s own rights, duties or immunities under this Indenture or
otherwise.


Any supplemental indenture authorized by the
provisions of this Section 9.01 may be executed by Tyco, the Company and
the Trustee without the consent of the holders of any of the Securities at the
time Outstanding, notwithstanding any of the provisions of Section 9.02.


Section 9.02                                Supplemental Indentures with Consent of
Securityholders.


With the consent (evidenced as provided in
Section 8.01) of the holders of not less than a majority in aggregate principal
amount of the Securities of each series at the time Outstanding affected by
such supplemental indenture or indentures, Tyco and the Company, when
authorized by Board Resolutions, and the Trustee from time to time and at any
time may enter into an indenture or indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act as then in effect) for the
purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of any supplemental indenture or of
modifying in any manner not covered by Section 9.01 the rights of the holders
of the 


 


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Securities of such series
under this Indenture; 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 on 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 of redemption, on or after the redemption date); or (vi) reduce the
aforesaid percentage of Securities, the holders of which are required to
consent to any such supplemental indenture or indentures.


A supplemental indenture which changes or
eliminates any covenant, Event of Default or other provision of this Indenture
that has been expressly included solely for the benefit of one or more
particular series of Securities, if any, or which modifies the rights of the
holders of Securities of such series with respect to such covenant, Event of
Default or other provision, shall be deemed not to affect the rights under this
Indenture of the holders of Securities, if any, of any other series.


It shall not be necessary for the consent of
Securityholders of a series affected thereby under this Section 9.02 to approve
the particular form of any proposed supplemental indenture, but it shall be
sufficient if such consent shall approve the substance thereof.


Promptly after the execution by Tyco, the
Company and the Trustee of any supplemental indenture pursuant to the
provisions of this Section 9.02, the Company shall mail or caused to be
mailed a notice thereof by first class mail to the Holders of Securities of
each series affected thereby at their addresses as they shall appear on the
Security Register, setting forth in general terms the substance of such
supplemental indenture.  Any failure of
the Company to mail such notice, or any defect therein, shall not in any way
impair or affect the validity of any such supplemental indenture.


Section 9.03                                Effect of Supplemental Indentures.


Upon the execution of any supplemental
indenture pursuant to the provisions of this Article IX or Section 10.01, this
Indenture shall be and be deemed to be modified and amended with respect to
such series in accordance therewith and the respective rights, limitations of
rights, obligations, duties and immunities under this Indenture of the Trustee,
Tyco, the Company and the holders of Securities of the series affected thereby
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.


Section 9.04                                Securities Affected by Supplemental
Indentures.


Securities of any series affected by a
supplemental indenture and authenticated and delivered after the execution of
such supplemental indenture pursuant to the provisions of this 


 


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Article or of Section 10.01
may bear a notation in form approved by the Company, provided such form meets
the requirements of any exchange upon which such series may be listed, as to
any matter provided for in such supplemental indenture. If the Company shall so
determine, new Securities of that series so modified as to conform, in the
opinion of the Board of Directors of the Company, to any modification of this
Indenture contained in any such supplemental indenture may be prepared by the
Company, authenticated by the Trustee and delivered in exchange for the
Securities of that series then Outstanding.


Section 9.05                                Execution of Supplemental Indentures.


Upon the request of the Company, accompanied
by Board Resolutions authorizing the execution of any such supplemental
indenture, and, if applicable, upon the filing with the Trustee of evidence of
the consent of Securityholders required to consent thereto as aforesaid, the
Trustee shall join with Tyco and the Company in the execution of such
supplemental indenture unless such supplemental indenture affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which
case the Trustee in its discretion  may
but shall not be obligated to enter into such supplemental indenture.  The Trustee, subject to the provisions of
Section 7.01, may receive an Opinion of Counsel and Officers’ Certificate as
conclusive evidence that any supplemental indenture executed pursuant to this
Article IX is authorized or permitted by, and conforms to, the terms of this
Article IX and that it is proper for the Trustee under the provisions of
this Article IX to join in the execution thereof; provided, however, that such
Opinion of Counsel and Officers’ Certificate need not be provided in connection
with the execution of a supplemental indenture that establishes the terms of a
series of Securities pursuant to Section 2.01.


Promptly after the execution by the Company
and the Trustee of any supplemental indenture pursuant to the provisions of
this Section 9.05, the Trustee shall transmit by mail, first class postage
prepaid, a notice, setting forth in general terms the substance of such
supplemental indenture, to the Securityholders of all series affected thereby
as their names and addresses appear upon the Security Register. Any failure of
the Trustee to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental indenture.


ARTICLE X.



SUCCESSOR CORPORATION


Section 10.01                          Consolidation, Merger and Sale of Assets.


Each of Tyco and the Company, covenants that
it will not merge or consolidate with any other Person or sell or convey all or
substantially all of its assets to any Person, unless


(i) either Tyco or the
Company, as the case may be, shall be the continuing entity, or the successor
entity or the Person which acquires by sale or conveyance substantially all the
assets of Tyco or the Company, as the case may be (if other than Tyco or the
Company, as the case may be), (A) shall expressly assume the due and
punctual payment of the principal of, premium, if any, and interest on all 


 


52

















 


the Securities or, if
applicable, the obligations under any Guarantee, as the case may be, according
to their tenor, and the due and punctual performance and observance of all of
the covenants and agreements of this Indenture to be performed or observed by
Tyco or the Company, as the case may be, by supplemental indenture satisfactory
to the Trustee, executed and delivered to the Trustee by such Person and
(B) is an entity treated as a “corporation” for United States tax purposes
or Tyco or the Company, as the case may be, obtains either (x) an opinion, in
form and substance reasonably acceptable to the Trustee, of tax counsel of
recognized standing reasonably acceptable to the Trustee, which counsel shall
include Gibson, Dunn & Crutcher LLP, or (y) a ruling from the United States
Internal Revenue Service, in either case to the effect that such merger or
consolidation, or such sale or conveyance, will not result in an exchange of
the Securities for new debt instruments for United States federal income tax
purposes; and


(ii) no Event of
Default and no event that, after notice or lapse of time or both, would become
an Event of Default shall be continuing immediately after such merger or
consolidation, or such sale or conveyance.


The Company shall deliver to the Trustee prior
to the consummation of the proposed transaction an Officers’ Certificate to the
foregoing effect and an Opinion of Counsel stating that the proposed
transaction and such supplemental indenture comply with this Indenture.


To the extent that a Board Resolution or
supplemental indenture pertaining to any series provides for different
provisions relating to the subject matter of this Article X, the
provisions in such Board Resolution or supplemental indenture shall govern for
purposes of such series.


Section 10.02                          Successor Person Substituted.


Upon any consolidation or merger, or any
sale, lease, conveyance or other disposition of all or substantially all of the
assets of Tyco or the Company, as the case may be, the successor Person formed
by such consolidation or into or with which Tyco or the Company, as the case
may be, is merged or to which such sale, lease, conveyance or other disposition
is made shall succeed to, and be substituted for, and may exercise every right
and power of, Tyco or the Company, as the case may be, under this Indenture
with the same effect as if such successor Person has been named as Tyco or the
Company, as the case may be, herein.  In
the event of any such sale or conveyance (other than a conveyance by way of
lease) Tyco or the Company, as the case may be, or any successor entity which
shall theretofore have become such in the manner described in this Article,
shall be discharged from all obligations and covenants under this Indenture,
the Securities and any Guarantee and may be liquidated and dissolved.


 


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ARTICLE XI.



SATISFACTION AND DISCHARGE


Section 11.01                          Applicability of Article.


If the Securities of a  series are denominated and payable only in
Dollars (except as provided pursuant to Section 2.01), then the provisions of
this Article XI relating to defeasance of Securities shall be applicable except
as otherwise specified pursuant to Section 2.01 for Securities of such series.
Defeasance provisions, if any, for Securities denominated in a Foreign Currency
may be specified pursuant to Section 2.01.


Section 11.02                          Satisfaction and Discharge of Indenture.


If at any time:  (a) Tyco or the Company shall have delivered or shall have caused
to be delivered to the Trustee for cancellation all Securities of a series
theretofore authenticated (other than any Securities that shall have been
destroyed, lost or stolen and that shall have been replaced or paid as provided
in Section 2.07) and Securities for whose payment funds or Governmental
Obligations have theretofore been deposited in trust or segregated and held in
trust by Tyco or the Company (and thereupon repaid to Tyco or the Company or
discharged from such trust, as provided in Section 11.06); or (b) all such
Securities of a particular series not theretofore delivered to the Trustee for
cancellation shall have become due and payable or are by their terms to become
due and payable within one year or are to be called for redemption within one
year under arrangements satisfactory to the Trustee for the giving of notice of
redemption, and Tyco or the Company shall irrevocably deposit or cause to be
deposited with the Trustee as trust funds the entire amount (in funds or
Governmental Obligations sufficient or a combination thereof) in Dollars
(except as otherwise provided pursuant to Section 2.01) sufficient to pay at
maturity or upon redemption all Securities of such series not theretofore
delivered to the Trustee for cancellation, including principal, premium, if
any, and interest due or to become due on such date of maturity or redemption
date, as the case may be, and if in either case Tyco or the Company shall also
pay or cause to be paid all other sums payable hereunder with respect to such
series by the Company, then this Indenture shall cease to be of further effect
with respect to such series except for the provisions of Sections 2.03, 2.04,
2.05, 2.07, 4.01, 4.02, 4.03, 7.05 and 7.10, that shall survive until the date
of maturity or redemption date, as the case may be, and Sections 7.06 and
11.06, that shall survive to such date and thereafter, and the Trustee, on
demand of the Company and at the cost and expense of the Company shall execute
proper instruments acknowledging satisfaction of and discharging this Indenture
with respect to such series.


Section 11.03                          Defeasance and Discharge of Obligations;
Covenant Defeasance.


(a)           If
at any time all such Securities of a particular series not heretofore delivered
to the Trustee for cancellation or that have not become due and payable as described
in Section 11.02 shall have been paid by Tyco or the Company by depositing
irrevocably with the Trustee in trust funds or an amount of Governmental
Obligations sufficient to pay at maturity or upon redemption all such
Securities of that series not theretofore delivered to the Trustee for
cancellation, including principal, premium, if any, and interest due or to
become due to such date 


 


54

















of maturity or date fixed
for redemption, as the case may be, and if Tyco or the Company shall also pay
or cause to be paid all other amounts payable hereunder by the Company with
respect to such series, then after the date such funds or Governmental
Obligations, as the case may be, are deposited with the Trustee the obligations
of Tyco and the Company under this Indenture with respect to such series shall
cease to be of further effect except, to the extent applicable to each, for the
provisions of Sections 2.03, 2.04, 2.05, 2.07, 4.01, 4.02, 4.03, 7.05 and 7.10
hereof that shall survive until such Securities shall mature and be paid.  Thereafter, Sections 7.06 and 11.06 shall
survive such satisfaction and discharge.


(b)           In
addition, each of Tyco and the Company, at its option and at any time, by
written notice executed by an Officer delivered to the Trustee, may elect to
have its obligations, to the extent applicable to each, under Section 5.03 and
any covenant contained in Article X, and any other covenant contained in the
Board Resolution or supplemental indenture relating to such series pursuant to
Section 2.01, discharged with respect to all Outstanding Securities of a
series, this Indenture and any indentures supplemental to this Indenture
insofar as such Securities are concerned (“covenant
defeasance”), such discharge to be effective on the date the
conditions set forth in clauses (i) through (vi) of this Section 11.03(b) are
satisfied, and such Securities shall thereafter be deemed to be not
“Outstanding” for the purposes of any direction, waiver, consent or declaration
of Securityholders (and the consequences of any thereof) in connection with
such covenants, but shall continue to be “Outstanding” for all other purposes
under this Indenture. For this purpose, such covenant defeasance means that,
with respect to the Outstanding Securities of a series, Tyco and the Company
may omit to comply with and shall have no liability in respect of any term,
condition or limitation set forth in any such covenant, whether directly or
indirectly, by reason of any reference elsewhere herein to any such covenant or
by reason of reference
in any such covenant to any other provision herein or in any other document and
such omission to comply shall not constitute an Event of Default under Section
6.01(a)(4) or otherwise, but except as specified in this Section 11.03(b), the
remainder of Tyco’s and the Company’s obligations under the Securities of such
series, this Indenture, and any indentures supplemental to this Indenture with
respect to such series shall be unaffected thereby.


The following shall be the conditions to the
application of Section 11.03(b) to the Outstanding Securities of the applicable
series:


                (i)        Tyco or the Company irrevocably deposits
in trust with the Trustee or, at the option of the Trustee, with a trustee
satisfactory to the Trustee and Tyco or the Company, as the case may be, under
the terms of an irrevocable trust agreement in form and substance satisfactory
to the Trustee, funds or Governmental Obligations sufficient to pay principal
of, premium, if any, and interest on the Outstanding Securities of such series
to maturity or redemption, as the case may be, and to pay all other amounts
payable by it hereunder, provided that (A) the trustee of the irrevocable trust
shall have been irrevocably instructed to pay such funds or the proceeds of
such Governmental Obligations to the Trustee and (B) the Trustee shall have
been irrevocably instructed to apply such funds or the proceeds of such
Governmental Obligations to the payment of said principal, premium, if any, and
interest with respect to the Securities of such series;


 


55

















 


               (ii)        Tyco or the Company, as the case may be,
delivers to the Trustee an Officers’ Certificate stating that all conditions
precedent specified herein relating to defeasance or covenant defeasance, as
the case may be, have been complied with, and an Opinion of Counsel to the same
effect;


              (iii)        no Event of Default under clauses (1),
(2), (3), (5), (6) or (7) of Section 6.01(a) shall have occurred and be
continuing, and no event which with notice or lapse of time or both would
become such an Event of Default shall have occurred and be continuing, on the
date of such deposit;


              (iv)        Tyco or the Company, as the case may be,
shall have delivered to the Trustee an Opinion of Counsel or a ruling received
from the Internal Revenue Service to the effect that the holders of the
Securities of such series will not recognize income, gain or loss for Federal
income tax purposes as a result of Tyco’s or the Company’s exercise of either
option under this Section 11.03 and will be subject to Federal income tax in
the same amount and in the same manner and at the same times as would have been
the case if such election had not been exercised;


               (v)        such covenant defeasance shall not
(i) cause the Trustee to have a conflicting interest for purposes of the
Trust Indenture Act with respect to any Securities or (ii) result in the
trust arising from such deposit to constitute, unless it is qualified, a
regulated investment company under the Investment Company Act of 1940; and


              (vi)        notwithstanding any other provisions of
this Section 11.03, such covenant defeasance shall be effected in compliance
with any additional or substitute terms, conditions or limitations which may be
imposed on Tyco or the Company pursuant to Section 2.01.


After such irrevocable deposit made pursuant
to this Section 11.03(b) and satisfaction of the other conditions set forth
herein, the Trustee upon request shall acknowledge in writing the discharge of
Tyco’s and the Company’s obligations pursuant to this Section 11.03(b).


Section 11.04                          Deposited Funds to be Held in Trust.


All funds or Governmental Obligations
deposited with the Trustee pursuant to Sections 11.02 or 11.03 shall be held in
trust and shall be available for payment as due, either directly or through any
paying agent (including Tyco or the Company acting as its own paying agent), to
the holders of the particular series of Securities for the payment or
redemption of which such funds or Governmental Obligations have been deposited
with the Trustee.


Section 11.05                          Payment of Funds Held by Paying Agents.


In connection with the provisions of Section
11.02 or 11.03, all funds or Governmental Obligations then held by any paying
agent under the provisions of this Indenture shall, upon demand of Tyco or the
Company, be paid to the Trustee and thereupon such paying agent shall be
released from all further liability with respect to such funds or Governmental
Obligations.


 


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Section 11.06                          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; and thereafter, the paying agent and the Trustee
shall be released from all further liability with respect to such funds or
Governmental Obligations, and the holder of any of the Securities entitled to
receive such payment shall thereafter, as an unsecured general creditor, look
only to Tyco or the Company, as applicable, for the payment thereof. Anything
in this Article XI to the contrary notwithstanding, subject to Section 7.06,
the Trustee shall deliver or pay to Tyco or the Company, as applicable, from
time to time upon request by Tyco or the Company any funds or Governmental
Obligations (or other property and any proceeds therefrom) held by it as
provided in Sections 11.02 or 11.03 which, in the opinion of a nationally
recognized firm of independent public accountants expressed in a written
certification thereof delivered to the Trustee, are in excess of the amount
thereof which would then be required to be deposited to effect a defeasance or
covenant defeasance, as the case may be, in accordance with this Article XI.


Section 11.07                          Reinstatement.


If the Trustee or paying agent is unable to
apply any funds or Governmental Obligations in accordance with Section 11.02 or
11.03 by reason of any legal proceeding or by reason of any order or judgment
of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, Tyco and the Company’s obligations under this
Indenture, any indentures supplemental to the Indenture with respect to the
applicable series of Securities and the Securities of such series shall be
revived and reinstated as though no deposit had occurred pursuant to Section
11.02 or 11.03, as the case may be, until such time as the Trustee or paying
agent is permitted to apply all such funds or Governmental Obligations in
accordance with Section 11.02 or 11.03, as the case may be; provided, however,
that if Tyco or the Company has made any payment of principal, premium, if any,
or interest on any Securities of such series following the reinstatement of its
obligations as aforesaid, Tyco or the Company, as applicable, shall be
subrogated to the rights of the holders of such Securities of such series to
receive such payment from the funds or Governmental Obligations held by the
Trustee or paying agent.


ARTICLE XII.



IMMUNITY OF INCORPORATORS, STOCKHOLDERS,

OFFICERS AND DIRECTORS


Section 12.01                          No Recourse.


No recourse under or upon any obligation,
covenant or agreement of this Indenture, or of any Security, or for any claim
based thereon or otherwise in respect thereof, shall be had against 


 


57

















any incorporator,
shareholder, 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 this Indenture and the obligations issued hereunder 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 hereby authorized, or under or by reason of the obligations,
covenants or agreements contained in this Indenture or in any of 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 hereby authorized, or under or by reason of the
obligations, covenants or agreements contained in this Indenture or in any of
the Securities or implied therefrom, are hereby expressly waived and released
as a condition of, and as a consideration for, the execution of this Indenture
and the issuance of such Securities.


ARTICLE XIII.



MISCELLANEOUS PROVISIONS


Section 13.01                          Effect on Successors and Assigns.


All the agreements of Tyco and the Company in
this Indenture or the Securities shall bind its respective successor whether so
expressed or not. All agreements of the Trustee in this Indenture shall bind
its successor whether so expressed or not.


Section 13.02                          Actions by Successor.


Any act or proceeding by any provision of
this Indenture authorized or required to be done or performed by any board,
committee or officer of Tyco or the Company shall and may be done and performed
with like force and effect by the corresponding board, committee or officer of
any corporation that shall at the time be the lawful sole successor of Tyco or
the Company, as applicable.


Section 13.03                          Notices.


Any notice or communication by Tyco, the
Company or the Trustee to the others is duly given if in writing and delivered
in person or mailed by first-class mail (registered or certified, return
receipt requested), telex, telecopier or overnight air courier guaranteeing
next day delivery, to the other’s address:


If to the Company:               Tyco
International Group S.A.


                                17, Boulevard Grande Dutchesse
Charlotte


                                L-1331 Luxembourg


                                Attention: The Managing Directors


                                Facsimile No.: 352 46 43 50


 


 


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If to Tyco:                             Tyco
International Ltd.


                                                90
Pitts Bay Road


                                                Pembroke
HM08
                                                Bermuda


                                                Attn:
Chief Corporate Counsel


                                                Facsimile
No.: (441) 295-9647


In either case, with copies to:


                                                Tyco
International (US), Inc.


                                                9
Roszel Road


                                                Princeton,
New Jersey  08540
                                                Attn:  Treasurer


                                                Facsimile
No.:  (609) 720-4208


and


                                                Gibson,
Dunn & Crutcher LLP


                                                200
Park Avenue


                                                New
York, New York 10166


                                                Attention:  Steven R. Finley


                                                Facsimile
No.:  (212) 351-4035


If to the Trustee:                  The
Bank of New York
                                                101 Barclay
Street, 21 W
                                                New
York, New York  10286


                                                Attention:  Corporate Trust
Administration


                                                Telephone
No.: (212) 815-5619


                                                Facsimile
No.: (212) 815-5802


Tyco, the Company or the Trustee by notice to
the others may designate additional or different addresses for subsequent
notices or communications.


All notices and communications (other than
those sent to Securityholders) shall be deemed to have been duly given: at the
time delivered by hand, if personally delivered; five Business Days after being
deposited in the mail, postage prepaid, if mailed; when answered back, if
telexed; when receipt acknowledged, if telecopied; and the next Business Day
after timely delivery to the courier, if sent by overnight air courier
guaranteeing next day delivery.


Any notice or communication to a
Securityholder shall be mailed by first-class mail, certified or registered,
return receipt requested, to his address shown on the Security Register.
Failure to mail a notice or communication to a Securityholder or any defect in
it shall not affect its sufficiency with respect to other Securityholders.


In the event of suspension of regular mail
service or by reason of any other cause it shall be impracticable to give
notice by mail, then such notification as shall be given with the approval of
the Trustee shall constitute sufficient notice for every purpose hereunder.


 


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If a notice or communication is mailed in the
manner provided above within the time prescribed, it is conclusively presumed
duly given, whether or not the addressee receives it.


Section 13.04                          Governing Law.


This Indenture and each Security 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. This Indenture is subject to the provisions of the Trust
Indenture Act that are required to be part of this Indenture and shall, to the
extent applicable, be governed by such provisions.


Section 13.05                          Treatment of Securities as Debt.


It is intended that the Securities will be
treated as indebtedness and not as equity for United States federal income tax
purposes. The provisions of this Indenture shall be interpreted to further this
intention.


Section 13.06                          Compliance Certificates and Opinions.


(a)           Upon
any application or demand by Tyco or the Company to the Trustee to take any
action under any of the provisions of this Indenture, Tyco or the Company shall
furnish to the Trustee an Officers’ Certificate stating that, in the opinion of
the signers, all conditions precedent provided for in this Indenture relating
to the proposed action have been complied with and an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent have
been complied with, except that in the case of any such application or demand
as to which the furnishing of such documents is specifically required by any
provision of this Indenture relating to such particular application or demand,
no additional certificate or opinion need be furnished.


(b)           Each
certificate or opinion provided for in this Indenture and delivered to the
Trustee with respect to compliance with a condition or covenant in this
Indenture shall include:  (1) a
statement that the Person making such certificate or opinion has read such
covenant or condition; (2) a brief statement as to the nature and scope of the
examination or investigation upon which the statements or opinions contained in
such certificate or opinion are based; (3) a statement that, in the opinion of such
Person, he has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant or
condition has been complied with; and (4) a statement as to whether or not, in
the opinion of such Person, such condition or covenant has been complied with.


Section 13.07                          Payments on Business Days.


Except as provided pursuant to Section 2.01
pursuant to a Board Resolution, and as set forth in an Officers’ Certificate or
established in one or more indentures supplemental to this Indenture, in any
case where the date of maturity of interest or principal of any Security or the
date of redemption of any Security shall not be a Business Day, then payment of
principal, premium, if any, or interest or principal (and premium, if any) may
be made on the next 


 


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succeeding Business Day with
the same force and effect as if made on the nominal date of maturity or
redemption, and no interest shall accrue for the period after such nominal
date.


Section 13.08                          Conflict with Trust Indenture Act.


If and to the extent that any provision of
this Indenture limits, qualifies or conflicts with the duties imposed by
Sections 310 to 317, inclusive, of the Trust Indenture Act, such imposed duties
shall control.


Section 13.09                          Counterparts.


This 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 13.10                          Separability.


In case any one or more of the provisions
contained in this Indenture or in the Securities of any series shall for any
reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other
provisions of this Indenture or of such Securities, but this Indenture and such
Securities shall be construed as if such invalid or illegal or unenforceable
provision had never been contained herein or therein.


Section 13.11                          No Adverse Interpretation of Other
Agreements.


This Indenture may not be used to interpret
another indenture, loan or debt agreement of Tyco, the Company or a Subsidiary.
Any such indenture, loan or debt agreement may not be used to interpret this
Indenture.


Section 13.12                          Table of Contents, Headings, Etc.


The Table of Contents, Cross-Reference Table
and Headings of the Articles and Sections of this Indenture have been inserted
for convenience of reference only, are not to be considered a part hereof and
shall in no way modify or restrict any of the terms or provisions hereof.


Section 13.13                          Consent to Jurisdiction and Service of
Process.


Each of Tyco and the Company agrees that any
legal suit, action or proceeding brought by any party to enforce any rights
under or with respect to this Indenture, any Security and any Guarantee or any
other document or the transactions contemplated hereby or thereby may be
instituted in any state or federal court in The City of New York, State of New
York, United States of America, irrevocably waives to the fullest extent
permitted by law any objection which it may now or hereafter have to the laying
of venue of any such suit, action or proceeding, irrevocably waives to the
fullest extent permitted by law any claim that and agrees not to claim or plead
in any court that any such action, suit or proceeding brought in such court has
been brought in an inconvenient forum and irrevocably submits to the
non-exclusive jurisdiction of any such court in any such suit, action or
proceeding or for recognition and enforcement of any judgment in respect
thereof.


 


61

















 


Each of Tyco and the Company hereby
irrevocably and unconditionally designates and appoints CT Corporation System,
1633 Broadway, New York, New York 10019, U.S.A. (and any successor entity) as
its authorized agent to receive and forward on its behalf service of any and
all process which may be served in any such suit, action or proceeding in any
such court and agrees that service of process upon CT Corporation shall be
deemed in every respect effective service of process upon the Company in any
such suit, action or proceeding and shall be taken and held to be valid
personal service upon Tyco or the Company, as the case may be.  Said designation and appointment shall be
irrevocable.  Nothing in this
Section 13.13 shall affect the right of the Holders to serve process in
any manner permitted by law or limit the right of the Holders to bring
proceedings against Tyco or the Company in the courts of any jurisdiction or
jurisdictions.  Each of Tyco and the
Company further agrees to take any and all action, including the execution and
filing of any and all such documents and instruments, as may be necessary to continue
such designation and appointment of CT Corporation in full force and effect so
long as the Securities are outstanding. 
Each of Tyco and the Company hereby irrevocably and unconditionally
authorizes and directs CT Corporation to accept such service on its
behalf.  If for any reason CT Corporation
ceases to be available to act as such, each of Tyco and the Company agrees to
designate a new agent in New York City.


To the extent that Tyco or the Company has or
hereafter may acquire any immunity from jurisdiction of any court (including,
without limitation, any court in the United States, the State of New York,
Luxembourg, Bermuda or any political subdivisions thereof) or from any legal
process (whether through service of notice, attachment prior to judgment,
attachment in aid of execution, execution or otherwise) with respect to itself
or its property or assets, this Indenture, the Securities, any Guarantees or
any other documents or actions to enforce judgments in respect of any thereof,
then each of Tyco and the Company hereby irrevocably waives such immunity, and
any defense based on such immunity, in respect of its obligations under the
above-referenced documents and the transactions contemplated thereby, to the
extent permitted by law.


Section 13.14         Waiver of Jury Trial.


EACH OF THE COMPANY AND THE TRUSTEE HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND
ALL RIGHT TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING
TO THIS AGREEMENT, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.


ARTICLE XIV.



ADDITIONAL AMOUNTS; CERTAIN TAX PROVISIONS


Section 14.01                          Redemption Upon Changes in Withholding
Taxes.


The Securities of any series may be redeemed,
as a whole but not in part, at the option of the Company, 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 14.2), if any, if as a result of any amendment to, or
change in, the laws or regulations of 


 


62

















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 or becomes effective after
the date the Securities of such series are issued, Tyco or the Company has
become or will become obligated to pay Additional Amounts, on the next date on
which any amount would be payable with respect to the Securities of such
series, and such obligation cannot be avoided by the use of reasonable measures
available to Tyco or the Company, as the case may be; provided, however, that
(a) no such notice of redemption may be given earlier than 90 days prior
to the earliest date on which Tyco or the Company, as the case may be, 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 shall deliver to
the Trustee (i)(A) certificate signed by two directors of the Company
stating that the obligation to pay Additional Amounts cannot be avoided by the
Company taking reasonable measures available to it or (B) a certificate
signed by two executive officers of Tyco stating that the obligation to pay
Additional Amounts cannot be avoided by Tyco taking reasonable measures
available to it, as the case may be, and (ii) a written opinion of
independent legal counsel to Tyco or the Company, as the case may be, of
recognized standing to the effect that the Company has or will become obligated
to pay Additional Amounts as a result of a change, amendment, official
interpretation or application described above and that Tyco or the Company, as
the case may be, cannot avoid the payment of such Additional Amounts by taking
reasonable measures available to it.


Section 14.02                          Payment of Additional Amounts.


All payments made by Tyco or the Company
under or with respect to the Securities 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”), unless Tyco
or the Company, 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 Tyco or the Company 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 Securities or the Guarantees,
as the case may be, Tyco or the Company, 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
Securities (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
Securities 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 Securities or the exercise or enforcement of
rights under such Securities, the Guarantees or this Indenture);


(b)           of
any estate, inheritance, gift, sales, transfer, or personal property Taxes
imposed with respect to such Securities, except as otherwise provided herein;


 


63

















 


(c)           that
any such Taxes would not have been so imposed but for the presentation of such
Securities (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 Securities been presented for payment on any date
during such 30-day period;


(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 or to provide a certificate declaring its
non-residence, if (x) the making of such declaration or claim or the
provision of such certificate 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 Tyco or the Company shall apply this clause (d), Tyco or the Company
shall have notified all Holders of Securities in writing that they shall be
required to provide such declaration or claim; or


(e)           of
any combination of Section 14.02(a), (b), (c) and (d).


Such Additional Amounts also will not be
payable where, had the beneficial owner of Securities been the Holder of such
Securities, it would not have been entitled to payment of Additional Amounts by
reason of Section 14.02(a), (b), (c), (d) or (e).


Tyco or the Company, 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.  Tyco or the Company, as applicable, will use its reasonable
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.  Tyco or the Company, as the case
may be, will, upon request, make available to the holders of the Securities,
within 90 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 Tyco or the Company or if, notwithstanding Tyco’s or the
Company’s efforts to obtain such receipts, the same are not obtainable, other
evidence of such payments by Tyco or the Company.


At least 30 days prior to each date on which
any payment under or with respect to the Securities or Guarantees is due and
payable, if Tyco or the Company will be obligated to pay Additional Amounts
with respect to such payment, Tyco or the Company will deliver to the Trustee
an Officers’ Certificate stating the fact that such Additional Amounts will be
payable, the amounts so payable and will set forth such other information as is
necessary to enable such Trustee to pay such Additional Amounts to holders of
Securities on the payment date.


In addition, the Company 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 or the United States or any political subdivision or taxing 


 


64

















authority of or in the
foregoing in respect of the creation, issue, offering, enforcement, redemption
or retirement of the Securities.


The provisions of this Article XIV shall
survive any termination of the discharge of this Indenture and shall apply
mutatis mutandis to any jurisdiction in which Tyco or the Company or any successor
Person to Tyco or the Company, 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; provided, however, the date on which Tyco or the
Company changes its jurisdiction in which it is organized or such Person
becomes a successor to Tyco or the Company, as the case may be, shall be
substituted for the date on which the series of Securities was issued.


Whenever in this Indenture, the Securities or
any 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 Security, 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.


ARTICLE XV.



GUARANTEES


Section 15.01                          Guarantee.


Tyco hereby fully and unconditionally
guarantees (i) to each holder of each Security of a series for which it is
established pursuant to Section 2.01 that Tyco is to provide a Guarantee and
which is authenticated and delivered by the Trustee, and (ii) to the
Trustee on behalf of such Holder, the due and punctual payment of the principal
of, premium, if any, and interest on such Security when and as the same shall
become due and payable, whether at the stated maturity, by acceleration, call
for redemption or otherwise, in accordance with the terms of such Security and
of this Indenture.  In case of the
failure of the Company punctually to make any such payment, Tyco hereby agrees
to cause such payment to be made punctually when and as the same shall become
due and payable, whether at the stated maturity or by acceleration, call for
redemption or otherwise, and as if such payment were made by the Company.


Tyco hereby agrees that its obligations
hereunder shall be absolute and unconditional, irrespective of, and shall be
unaffected by, the validity, regularity or enforceability of such Security or
this Indenture, the absence of any action to enforce the same or any release,
amendment, waiver or indulgence granted to the Company or Tyco or any consent
to departure from any requirement of any other guarantee of all or any of the
Securities or any other circumstances which might otherwise constitute a legal
or equitable discharge or defense of a surety or guarantor.  Tyco hereby waives the benefits of
diligence, presentment, demand for payment, any requirement that the Trustee or
any of the Holders protect, secure, perfect or insure any security interest in
or other lien on any property subject thereto or exhaust any right or take any
action against the Company or any other Person or any collateral, filing of
claims with a court in the event of insolvency or bankruptcy of the Company,
any right to require a proceeding first against the Company, protest or notice
with respect to such Security or the indebtedness evidenced thereby and all
demands whatsoever, and covenants that this Guarantee will not be 


 


65

















discharged in respect of
such Security except by complete performance of the obligations contained in
such Security and in such Guarantee. 
Tyco agrees that if, after the occurrence and during the continuance of
an Event of Default, the Trustee or any of the Holders of the applicable series
of Securities are prevented by applicable law from exercising their respective
rights to accelerate the maturity of such Securities, to collect interest on
such Securities, or to enforce or exercise any other right or remedy with
respect to such Securities, Tyco agrees to pay to the Trustee for the account
of such Holders, upon demand therefor, the amount that would otherwise have
been due and payable had such rights and remedies been permitted to be
exercised by the Trustee or any of such Holders.


Tyco shall be subrogated to all rights of the
holders of the Securities of the series upon which its Guarantee is endorsed
against the Company in respect of any amounts paid by such Guarantor on account
of such Security pursuant to the provisions of its Guarantee or this Indenture;
provided, however, that Tyco shall not be entitled to enforce or to receive any
payment arising out of, or based upon, such right of subrogation until the
principal of and interest on all Securities of such series issued hereunder
shall have been paid in full.


The Guarantee shall remain in full force and
effect and continue to be effective should any petition be filed by or against
the Company for liquidation or reorganization, should the Company become
insolvent or make an assignment for the benefit of creditors or should a
receiver or trustee be appointed for all or any part of the Company’s assets,
and shall, to the fullest extent permitted by law, continue to be effective or
be reinstated, as the case may be, if at any time payment and performance of
such Securities, is, pursuant to applicable law, rescinded or reduced in
amount, or must otherwise be restored or returned by any holder of such Securities,
whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as
though such payment or performance had not been made.  In the event that any payment, or any part thereof, is rescinded,
reduced, restored or returned, such Securities shall, to the fullest extent
permitted by law, be reinstated and deemed reduced only by such amount paid and
not so rescinded, reduced, restored or returned.


Any term or provision of the Guarantee to the
contrary notwithstanding, the aggregate amount of the obligations guaranteed
hereunder shall be reduced to the extent necessary to prevent such Guarantee
from violating or becoming voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer or similar laws affecting the rights of creditors
generally.


Section 15.02                          Execution and Delivery of Guarantee.


The Guarantee to be endorsed on the
applicable Securities shall include the terms of the Guarantee set forth in
Section 15.01 and shall be substantially in the form established pursuant
to Section 2.16.  Tyco hereby
agrees to execute its Guarantee, in a form established pursuant to
Section 2.16, to be endorsed on each applicable Security authenticated and
delivered by the Trustee.


The Guarantee shall be executed on behalf of
Tyco by any one of its chairman of the Board of 


 


66

















 


Directors, president, vice
presidents or other person duly authorized by Tyco’s Board of Directors.  The signature of any or all of these persons
on the Guarantee may be manual or facsimile.


A Guarantee bearing the manual or facsimile
signature of individuals who were at any time the proper officers of Tyco shall
bind Tyco, notwithstanding that such individuals or any of them have ceased to
hold such offices prior to the authentication and delivery of the Security on
which such Guarantee is endorsed or did not hold such offices at the date of
such Guarantee.


The delivery of any Security by the Trustee
of a series guaranteed by Tyco pursuant to Section 2.01, after the authentication
thereof hereunder, shall constitute due delivery of the Guarantee endorsed
thereon on behalf of Tyco and shall bind Tyco notwithstanding the fact that the
Guarantee does not bear the signature of Tyco. 
Tyco agrees that its Guarantee set forth in Section 15.1 and in the
form of Guarantee established pursuant to Section 2.16 shall remain in
full force and effect notwithstanding any failure to endorse a Guarantee on any
such Security.


Section 15.03                          Release of Guarantee.


Notwithstanding anything in this
Article XV to the contrary, concurrently with the payment in full of the
principal of, premium, if any, and interest on Securities of a series
guaranteed by Tyco pursuant to Section 2.01, Tyco shall be released from and
relieved of its obligations under this Article XV.  Upon the delivery by the Company to the
Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect
that the transaction giving rise to the release of this Guarantee was made by
the Company in accordance with the provisions of this Indenture and the
Securities, the Trustee shall execute any documents reasonably required in
order to evidence the release of Tyco from its obligations under this
Guarantee.  If any of the obligations to
pay the principal of, premium, if any, and interest on such Securities and all
other obligations of the Company are revived and reinstated after the
termination of this Guarantee, then all of the obligations of Tyco under this
Guarantee shall be revived and reinstated as if this Guarantee had not been
terminated until such time as the principal of, premium, if any, and interest
on such Securities are paid in full, and Tyco shall enter into an amendment to
this Guarantee, reasonably satisfactory to the Trustee, evidencing such revival
and reinstatement.


 


67

















IN WITNESS WHEREOF, the parties hereto have
caused this 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

  



 


68

















 


EXHIBIT
A


FORM OF
CERTIFICATE OF TRANSFER


Tyco International Group
S.A.


17, Boulevard Grande Dutchesse Charlotte


L-1331 Luxembourg


Attention: The Managing Directors


 


 


The Bank of New York

101 Barclay Street, Floor 21W

New York, NY 10286


 


Re: [insert description of Securities]


 


Ladies and Gentlemen,


Reference is hereby made to the Indenture,
dated as of __________, ____, among Tyco International Group S.A., a Luxembourg
company (the “Company”), Tyco
International Ltd., a Bermuda company (“Tyco”),
and ______________, a ______________, as trustee (the “Trustee”), [as supplemented by that certain
supplemental indenture dated as of _________][and the Board Resolution adopted
__________] (together, 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.


 


 


A-1

















 


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


(d)           o            Such
Transfer is being effected to an Institutional Accredited Investor and pursuant
to an exemption from the registration requirements of the Securities Act other
than Rule 144A, Rule 144 or Rule 904, and the Transferor hereby further
certifies that it has not engaged in any general solicitation within the
meaning of Regulation D under the Securities Act and the Transfer complies with
the transfer restrictions applicable to 


 


A-2

















 


beneficial
interests in a Restricted Global Security or Restricted Definitive Security and
the requirements of the exemption claimed, which certification is supported by
a certificate executed by the Transferee in the form attached as Exhibit C to the
Indenture. Upon consummation of the proposed Transfer in accordance with the terms of the
Indenture, the Definitive Security will be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Definitive
Security and in the Indenture and 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 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 Group
S.A.


17, Boulevard Grande Dutchesse Charlotte


L-1331 Luxembourg


Attention: The Managing Directors


 


[Address of Trustee]


 


Re: [insert description of the Securities]


 


Ladies and Gentlemen,


Reference is hereby made to the Indenture,
dated as of __________, ____, among Tyco International Group S.A., a Luxembourg
company (the “Company”), Tyco
International Ltd., a Bermuda company (“Tyco”),
and ______________, a ________________, as trustee (the “Trustee”) [as supplemented by that certain
supplemental indenture dated as of _________][and the Board Resolution adopted
__________] (together, 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 transfer 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 Transfer, 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


FORM OF
CERTIFICATE FROM ACQUIRING


INSTITUTIONAL ACCREDITED INVESTOR


Tyco International Group
S.A.


17, Boulevard Grande Dutchesse Charlotte


L-1331 Luxembourg


Attention: The Managing Directors


 


[Address of Trustee]


 


Re: [insert description of the Securities]


 


Ladies and Gentlemen,


Reference is hereby made to the Indenture,
dated as of __________, ____, among Tyco International Group S.A., a Luxembourg
company (the “Company”), Tyco
International Ltd., a Bermuda company (“Tyco”),
and __________________, a __________________, as trustee (the “Trustee”) [as supplemented by that certain
supplemental indenture dated as of _________][and the Board Resolution adopted
__________] (together, the “Indenture”).
Capitalized terms used but not defined herein shall have the meanings given to
them in the Indenture.


In connection with our proposed purchase of
$__________ aggregate principal amount of: (a) a beneficial interest in a
Global Security, or (b) a Definitive Security, we confirm that:


1.             We
understand that any subsequent transfer of the Securities or any interest
therein is subject to certain restrictions and conditions set forth in the
Indenture and the undersigned agrees to be bound by, and no to resell, pledge
or otherwise transfer the Securities or any interest therein except in
compliance with, such restrictions and conditions and the United States
Securities Act of 1933, as amended (the “Securities
Act”).


2.             We
understand that the offer and sale of the Securities have not been registered
under the Securities Act, and that the Securities and any interest therein may
not be offered or sold except as permitted in the following sentence. We agree,
on our own behalf and on behalf of any accounts for which we are acting as
hereinafter stated, that if we should sell the Securities or any interest
therein, we will do so only (1) in the United States to a person whom the
seller reasonably believes is a “qualified institutional buyer” (as defined in
Rule 144A under the Securities Act) in a transaction meeting the requirements
of Rule 144A, (2) outside the United States in an offshore transaction in
accordance with Rule 904 under the Securities Act, (3) pursuant to an exemption
from registration under the Securities Act provided by Rule 144 thereunder (if
available) or (4) pursuant to an effective registration statement under the
Securities Act, in each of cases (1) through (4) in accordance with any
applicable securities laws of any state of the United States, and we further
agree to notify any purchaser of the Securities from us of the resale
restrictions referred to above.


 


 


C-1

















 


3.             We
understand that, on any proposed resale of the Securities or beneficial
interest therein, we will be required to furnish to you and the Company such
certifications, legal opinions and other information as you and the Company may
reasonably require to confirm that the proposed sale complies with the
foregoing restrictions. We further understand that any subsequent transfer by us
of the Securities or beneficial interest therein acquired by us must be
effected through one of the initial purchasers of the Securities.


4.             We
are an institutional “accredited investor” (as defined in Rule 501(a)(1), (2),
(3) or (7) of Regulation D under the Securities Act) and have such knowledge
and experience in financial and business matters as to be capable of evaluating
the merits and risks of our investment in the Securities, and we and any
accounts for which we are acting are each able to bear the economic risk of our
or its investment.


5.             We
are acquiring the Securities or beneficial interest therein purchased by us for
our own account or for one or more accounts (each of which is an institutional
“accredited investor”) as to each of which we exercise sole investment
discretion.


C-2

















 


You and the Company are entitled to rely upon
this letter and are irrevocably authorized to produce this letter or a copy
hereof to any interested party in any administrative or legal proceedings or
official inquiry with respect to the matters covered hereby.


 


	
   

  	
  Dated:

  	
   

  	
  ,

  	
   

  	 

	
  [Insert Name of Accredited Investor]

  	
   

  	 

	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
									



 


C-3