Exhibit 4.1


 


EXECUTION COPY




 





 


TYCO ELECTRONICS GROUP S.A.,


as Issuer


 


AND


 


TYCO ELECTRONICS LTD.,


as Guarantor


 


AND


 


DEUTSCHE BANK TRUST

COMPANY AMERICAS,


as Trustee


 


FOURTH SUPPLEMENTAL INDENTURE

Dated as of July 14, 2008


 


$300,000,000 of 5.950% Senior Notes due 2014




 





 

















 


THIS FOURTH SUPPLEMENTAL INDENTURE is dated as of July 14, 2008
among TYCO ELECTRONICS GROUP S.A., a Luxembourg company (the “Company”), TYCO ELECTRONICS LTD., a Bermuda
company (“Parent”), and DEUTSCHE
BANK TRUST COMPANY AMERICAS, a New York banking corporation (the “Trustee”).


 


RECITALS


 


A.                                   Parent,
the Company and the Trustee executed and delivered an Indenture, dated as of September 25,
2007, (the “Base Indenture”), to
provide for the issuance by the Company from time to time of unsubordinated
debt securities evidencing its unsecured indebtedness.


 


B.                                     Pursuant
to Board Resolution, the Company has authorized the issuance of the
$300,000,000 principal amount of 5.950% Senior Notes due 2014 (the “Offered Securities”).


 


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


 


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


 


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


 


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


 


ARTICLE I


 


Section 1.1.                                   Terms of Offered
Securities.


 


The following terms relate to the Offered Securities:


 


(1)                                  The
Offered Securities constitute a series of securities having the title “5.950%
Senior Notes due 2014”.


 


(2)                                  The
initial aggregate principal amount of the Offered Securities that may be
authenticated and delivered under the Base Indenture (except for Offered
Securities authenticated and delivered upon registration of, transfer of, or in
exchange for, or in lieu of, other Offered Securities pursuant to Section 2.05,
2.06, 2.07, 2.11, or 3.03) is $300,000,000.


 


(3)                                  The
entire Outstanding principal of the Offered Securities shall be payable on January 15,
2014.


 

















 


(4)                                  (A)                              The
rate at which the Offered Securities shall bear interest initially shall be
5.950% per year (the “Original Interest Rate”)
payable as set forth in the Offered Securities, and shall be subject to
adjustments as provided in Section 1.1(4)(B).  The date from which interest shall accrue on
the Offered Securities shall be July 14, 2008, or the most recent Interest
Payment Date to which interest has been paid or provided for.  The Interest Payment Dates for the Offered
Securities shall be January 15 and July 15 of each year, beginning January 15,
2009.  Interest shall be payable on each
Interest Payment Date to the holders of record at the close of business on the January 1
and July 1 prior to each Interest Payment Date (a “regular record date”).  The basis upon which interest shall be
calculated shall be that of a 360-day year consisting of twelve 30-day months.


 


(B)                                The
interest rate payable on the Offered Securities shall be subject to adjustments
from time to time if Moody’s, S&P or Fitch downgrades (or subsequently
upgrades) the debt rating assigned to the Offered Securities as set forth in
this Section 1.1(4)(B).  If the
rating from Moody’s, S&P or Fitch of the Offered Securities is decreased to
a rating set forth in the immediately following table, the interest rate on the
Offered Securities shall increase from the Original Interest Rate by adding the
percentage set forth opposite the rating applicable to the lowest two rating
levels assigned to such Offered Securities by any of Moody’s, S&P and
Fitch:


 


	
  Rating Agency

  	
   

  
	
  Moody’s

  	
   

  	
  S&P

  	
   

  	
  Fitch

  	
   

  	
  Percentage

  	
   

  
	
  Ba1

  	
   

  	
  BB+

  	
   

  	
  BB+

  	
   

  	
  0.25

  	
  % 

  
	
  Ba2

  	
   

  	
  BB

  	
   

  	
  BB

  	
   

  	
  0.50

  	
  % 

  
	
  Ba3

  	
   

  	
  BB-

  	
   

  	
  BB-

  	
   

  	
  0.75

  	
  % 

  
	
  B1 or below

  	
   

  	
  B or below

  	
   

  	
  B or below

  	
   

  	
  1.00

  	
  % 

  



 


If at any time the interest rate on the Offered Securities has been
adjusted upward and Moody’s, S&P or Fitch, as the case may be, subsequently
increases its rating of the Offered Securities to any of the threshold ratings
set forth above, the interest rate on the Offered Securities shall be decreased
such that the interest rate for the Offered Securities equals the Original
Interest Rate plus the percentages set forth opposite the ratings from the
tables above in effect immediately following the increase applicable to the two
lowest rating levels assigned to such Offered Securities by any of Moody’s,
S&P or Fitch.  If Moody’s
subsequently increases its rating of the Offered Securities to Baa3 or higher,
S&P increases its rating to BBB- or higher and Fitch increases its rating
to BBB- or higher, the interest rate on the Offered Securities will be
decreased to the Original Interest Rate.


 


Each adjustment required by any decrease or increase in a rating set
forth above, whether occasioned by the action of Moody’s, S&P or Fitch,
shall be made independent of any and all  other adjustments; provided
that in determining any adjustment, the percentage applicable to the lowest two
rating levels assigned to the Offered Securities by any of Moody’s, S&P and
Fitch shall be used.  In no event shall (1) the
interest rate for the Offered Securities be reduced to below the Original
Interest Rate or (2) the total increase in the interest rate on the
Offered Securities exceed 2.00% above the Original Interest Rate.


 


3

















 


If any two of Moody’s, S&P or Fitch cease to provide a rating of
the Offered Securities, any subsequent increase or decrease in the interest
rate of the Offered Securities necessitated by a reduction or increase in the
rating by the agency continuing to provide the rating shall be twice the
percentage set forth in the applicable table above.  No adjustments in the interest rate of the
Offered Securities shall be made solely as a result of Moody’s, S&P or
Fitch ceasing to provide a rating.  If
Moody’s, S&P and Fitch all cease to provide a rating of the Offered
Securities, the interest rate on the Offered Securities shall increase to, or
remain at, as the case may be, 2.00% above the Original Interest Rate.  References to Moody’s, S&P and Fitch in this
Section 1.1(4)(B) shall be deemed to include any successors to Moody’s, S&P and
Fitch.


 


Any interest rate increase or decrease described above will take effect
from the first day of the interest period during which a rating change requires
an adjustment in the interest rate.


 


The interest rate on the Offered Security will permanently cease to be
subject to any adjustments described in this Section 1.1(4)(B) (notwithstanding
any subsequent decrease in the ratings by any or all of Moody’s, S&P or
Fitch or any or all of Moody’s, S&P or Fitch ceasing to provide ratings)
and shall be set at the Original Interest Rate if the Offered Securities become
rated A3, A- or A- or higher by any two of Moody’s, S&P and Fitch,
respectively (or one of these ratings if only rated by one of Moody’s, S&P
and Fitch), with a stable or positive outlook by both such rating agencies.


 


(5)                                  The
Offered Securities shall be issuable in whole in the form of one or more
registered Restricted Global Securities, and the Depository for such Restricted
Global Securities shall be The Depository Trust Company, New York, New
York.  The Offered Securities shall be
substantially in the form attached hereto as Exhibit A the terms of which
are herein incorporated by reference. 
The Offered Securities shall be issuable in denominations of $2,000 or
any integral multiple of $1,000 in excess thereof.


 


(6)                                  (A)                              The Offered Securities will be subject to
redemption at the option of the Company on any date (a “Redemption
Date”) prior to the maturity date, in whole or from time to time in
part, in $1,000 increments (provided that any remaining principal amount
thereof shall be at least the minimum authorized denomination thereof), at a
redemption price equal to the greater of (i) 100% of the principal amount
of the Offered Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee, the
sum of the present values of the remaining scheduled payments of principal and
interest thereon due on any date after the Redemption Date (based on the
Original Interest Rate and excluding the portion of interest that will be
accrued and unpaid to and including the Redemption Date) discounted from their
scheduled date of payment to the Redemption Date (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted Redemption Treasury Rate
plus 45 basis points (such greater amount is referred to herein as the “Redemption Price”), plus accrued and unpaid interest and
Special Interest, if any, thereon to the Redemption Date.


 


(B)                                As
used herein:


 


“Adjusted Redemption Treasury Rate”,
with respect to any Redemption Date, means the 
rate equal to the semiannual equivalent yield to maturity or
interpolated (on a 30/360 day count basis) yield to maturity of the Comparable
Redemption Treasury Issue, assuming a 


 


4

















 


price for the Comparable Redemption Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Redemption Treasury
Price for such Redemption Date.


 


“Comparable Redemption Treasury Issue”
means the United States Treasury security selected by the Quotation Agent as
having a maturity comparable to the remaining term of the Offered Securities to
be redeemed that will be utilized at the time of selection and in accordance
with customary financial practice in pricing new issues of corporate debt
securities of comparable maturity to the remaining term of such Offered
Securities.


 


“Comparable Redemption Treasury Price”,
with respect to any Redemption Date, means (i) the average of the Redemption
Reference Treasury Dealer Quotations for such Redemption Date, after excluding
the highest and lowest such Redemption Reference Treasury Dealer Quotations
(unless there is more than one highest or lowest quotation, in which case only
one such highest and/or lowest quotation shall be excluded), or (ii) if
the Quotation Agent obtains fewer than four such Redemption Reference Treasury
Dealer Quotations, the average of all such Redemption Reference Treasury Dealer
Quotations.


 


“Quotation Agent” means a
Redemption Reference Treasury Dealer appointed as such agent by the Company.


 


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


 


“Redemption Reference Treasury Dealer
Quotations”, with respect to each Redemption Reference Treasury
Dealer and any Redemption Date, means the average, as determined by the
Quotation Agent, of the bid and offer prices at 11:00 a.m. New York City
time for the Comparable Redemption Treasury Issue (expressed in each case as a
percentage of its principal amount) for settlement on the Redemption Date
quoted in writing to the Quotation Agent by such Redemption Reference Treasury
Dealer on the third Business Day preceding such Redemption Date.


 


(7)                                  The
Offered Securities will not have the benefit of any sinking fund.


 


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


 


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


 


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


 


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


 


5

















 


Section 1.2                                      Additional Defined Terms.


 


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


 


“Accounts Receivable” of any Person
means the accounts receivable of such Person generated by the sale of inventory
to third-party customers in the ordinary course of business.


 


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


 


“Below Investment Grade Rating Event”
means the Offered Securities are rated below an Investment Grade Rating by at
least two of the Rating Agencies on any date from the date of the public notice
of an arrangement that could result in a Change of Control until the end of the
60-day period following public notice of the occurrence of the Change of
Control (which 60-day period shall be extended so long as the rating of the
Offered Securities is under publicly announced consideration for possible
downgrade by any of the Rating Agencies); provided that a Below Investment
Grade Rating Event otherwise arising by virtue of a particular reduction in
rating shall be deemed not to have occurred in respect of a particular Change
of Control (and thus shall be deemed not to be a Below Investment Grade Rating
Event for purposes of the definition of Change of Control Triggering Event) if
the rating agencies making the reduction in rating to which this definition
would otherwise apply do not publicly announce or publicly confirm or inform
the Trustee in writing at its request that the reduction was the result, in
whole or in part, of any event or circumstance comprised of or arising as a
result of, or in respect of, the applicable Change of Control (whether or not
the applicable Change of Control shall have occurred at the time of the Below
Investment Grade Rating Event).


 


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


 


“Change of Control” means the
occurrence of any of (1) the direct or indirect sale, transfer, conveyance
or other disposition (other than by way of merger or consolidation), in one or
a series of related transactions, of all or substantially all of the assets of
Parent and its subsidiaries taken as a whole to any person or group of persons
for purposes of Section 13(d) of the Exchange Act other than Parent
or one of its subsidiaries or a person controlled by Parent or 


 


6

















 


one
of its subsidiaries; (2) consummation of any transaction (including any
merger or consolidation) the result of which is that  any “person” (as that term is used in Section 13(d)(3) of
the Exchange Act) other than Parent’s or its subsidiaries’ employee benefit
plans, becomes the beneficial owner (as defined in Rules 13(d)(3) and
13(d)(5) under the Exchange Act), directly or indirectly, of more than 50%
of the outstanding voting stock of Parent, measured by voting power rather than
number of shares; or (3) the replacement of a majority of the board of
directors of Parent over a two-year period from the directors who constituted
the board of directors of Parent at the beginning of such period, and such
replacement shall not have been approved by at least a majority of the board of
directors of Parent then still in office (either by a specific vote or by
approval of a proxy statement in which such member was named as a nominee for
election as a director, without objection to such nomination) who either were
members of such board of directors at the beginning of such period or whose
election as a member of such board of directors was previously so approved;
provided, that, a transaction effected to create a holding company for Parent
will not be deemed to involve a Change of Control if: (1) pursuant to such
transaction Parent becomes a direct or indirect wholly-owned subsidiary of such
holding company and (2) the direct or indirect holders of the voting stock
of such holding company immediately following that transaction are
substantially the same as the holders of Parent’s voting stock immediately
prior to that transaction.  Following any
such transaction, references in this definition to Parent shall be deemed to
refer to such holding company.  For
purposes of this definition, “voting stock” of any specified “person”
(as that term is used in Section 13(d)(3) of the Exchange Act) as of
any date means the capital stock of such person that is at the time entitled to
vote generally in the election of the board of directors of such person.


 


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


 


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


 


“Fitch” means Fitch Ratings Ltd.


 


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


 


“Indebtedness” means,
without duplication, the principal amount (such amount being the face amount
or, with respect to original issue discount bonds or zero coupon notes, bonds
or debentures or similar securities, determined based on the accreted amount as
of the date of the 


 


7

















 


most recently prepared consolidated balance sheet of Parent and its
Subsidiaries as of the end of a fiscal quarter of Parent prepared in accordance
with United States generally accepted accounting principles as in effect on the
date of such consolidated balance sheet) of (i) all obligations for
borrowed money, (ii) all obligations evidenced by debentures, notes or
other similar instruments, (iii) all obligations in respect of letters of
credit or bankers acceptances or similar instruments or reimbursement
obligations with respect thereto (such instruments to constitute Indebtedness
only to the extent that the outstanding reimbursement obligations in respect
thereof are collateralized by cash or cash equivalents reflected as assets on a
balance sheet prepared in accordance with United States generally accepted
accounting principles), (iv) all obligations to pay the deferred purchase
price of property or services, except (A) trade and similar accounts
payable and accrued expenses, (B) employee compensation, deferred
compensation and pension obligations, and other obligations arising from
employee benefit programs and agreements or other similar employment
arrangements, (C) obligations in respect of customer advances received and
(D) obligations in connection with earnout and holdback agreements, in
each case in the ordinary course of business, (v) all obligations as
lessee to the extent capitalized in accordance with United States generally
accepted accounting principles and (vi) all Indebtedness of others
consolidated in such balance sheet that is guaranteed by the Company or any of
its Subsidiaries or for which the Company or any of its Subsidiaries is legally
responsible or liable (whether by agreement to purchase indebtedness of, or to
supply funds or to invest in, others).


 


“Investment Grade Rating” means a
rating equal to or higher than BBB- (or the equivalent) by Fitch, Baa3
(or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P.


 


“Moody’s” means Moody’s Investor Services Inc.


 


“Non-Recourse Indebtedness”
means Indebtedness upon the enforcement of which recourse may be had by the
holder(s) thereof only to identified assets of Parent or the Company or
any Subsidiary of Parent or the Company and not to Parent or the Company or any
Subsidiary of Parent or the Company personally (subject to, for the avoidance
of doubt, customary exceptions contained in non-recourse financings to the
non-recourse nature of the obligations thereunder).


 


“Principal Property” means
any U.S. manufacturing, processing or assembly plant or any U.S. warehouse or
distribution facility of the Parent or any of its Subsidiaries that is used by
any U.S. Subsidiary of the Company and (A) is owned by the Parent or any
Subsidiary of the Parent on the date hereof, (B) the initial construction
of which has been completed after the date hereof, or (C) is acquired
after the date hereof, in each case, other than any such plants, facilities,
warehouses or portions thereof, that in the opinion of the Board of Directors
of the Company, are not collectively of material importance to the total
business conducted by the Parent and its subsidiaries as an entirety, or that
has a net book value (excluding any capitalized interest expense), on the date
hereof in the case of clause (A) of this definition, on the date of
completion of the initial construction in the case of clause (B) of this
definition or on the date of acquisition in the case of clause (C) of this
definition, of less than the greater of $50,000,000 and 0.5% of Consolidated
Tangible Assets on the consolidated balance sheet of Parent and its
subsidiaries as of the applicable date.


 


8

















 


“Qualifying Subsidiary” means a U.S. Subsidiary, the total
Accounts Receivable of which exceeds the greater of $2.5 million and 0.20% of
the amount stated under the heading “Accounts receivable, net of
allowance for doubtful accounts,” or its equivalent, appearing on
the most recently prepared consolidated balance sheet of Parent and its
subsidiaries as of the end of a fiscal quarter of Parent, prepared in
accordance with United States generally accepted accounting principles.


 


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


 


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


 


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


 


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


 


“U.S. Subsidiary” means any Subsidiary
organized under the laws of a jurisdiction of the United States or any
political subdivision thereof.


 


Section 1.3.                                   Additional Covenants.


 


The following additional covenants shall apply with respect to the
Offered Securities so long as any of the Offered Securities remain Outstanding
(but subject to defeasance, as provided in the Indenture):


 


(1)                                  Limitation
on Liens.


 


The Company will not, and will not permit any Restricted Subsidiary to,
issue, assume or guarantee any Indebtedness that is secured by a mortgage,
pledge, security interest, lien or encumbrance (each a “lien”) upon any property that at the time
of such issuance, assumption or guarantee constitutes a Principal Property, and
the Company will not, and will not permit any U.S. Subsidiary that at the time
of such issuance, assumption or guarantee is a Qualifying Subsidiary to, issue,
assume or guarantee any Indebtedness that is secured by a lien upon such
Qualifying Subsidiary’s Accounts Receivables, or any shares of stock of or
Indebtedness issued by any such Restricted Subsidiary or such Qualifying
Subsidiary, whether now owned or 


 


9

















 


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


 


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


 


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


 


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


 


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


 


(e)                                  liens
securing Indebtedness owing by any subsidiary to the Company, Parent or a
subsidiary thereof or by the Company to Parent;


 


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


 


10

















 


(including liens incurred in connection with
pollution control, industrial revenue or similar financings);


 


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


 


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


 


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


 


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


 


(k)                                  liens
on (including securitization programs with respect to) accounts receivable
(including any accounts receivable constituting or evidenced by chattel paper,
instruments or intangibles (as defined in the Uniform Commercial Code of the
State of New York) (i) existing at the time of acquisition thereof by the
Company or any U.S. Subsidiary or (ii) of a Person existing at the time
such Person is merged with or into or consolidated with or acquired by the
Company or any U.S. Subsidiary; provided that such liens were in existence, or
granted or required to be granted or otherwise attach pursuant 


 


11

















 


to any agreement in existence, prior to, and
were not granted or such agreement was not entered into (as applicable) in
contemplation of, such acquisition, merger or consolidation and such liens do
not extend to any assets other than accounts receivable (including any accounts
receivable constituting or evidenced by chattel paper, instruments or
intangibles (as so defined) and rights (contractual and other) and collateral
related thereto and proceeds of the foregoing and any related deposit accounts
containing such proceeds;


 


(l)                                     liens
not permitted by the foregoing clauses (a) to (k), inclusive, if at
the time of, and after giving effect to, the creation or assumption of any such
lien, the aggregate amount (without duplication) of all outstanding
Indebtedness of the Company and its Restricted Subsidiaries secured by all such
liens on such Principal Properties and all outstanding Indebtedness of the
Company and its Qualifying Subsidiaries secured by all such liens on Accounts
Receivable not so permitted by the foregoing clauses (a) through (k),
inclusive, together with the Attributable Debt in respect of Sale and
Lease-Back Transactions permitted by paragraph (a) under subsection (2) below
do not exceed the greater of $1,500,000,000 and 10% of Consolidated Net Worth;
and


 


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


 


(2)                                  Limitation
on Sale/Leaseback Transactions.


 


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


 


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


 


(b)                                 the
direct or indirect proceeds of the sale of the Principal Property to be leased
are at least equal to the fair value of such Principal Property (as determined
by the Company’s Board of Directors) and an amount equal to the net proceeds
from the sale of the property or assets so leased is applied, within 180 days
of the effective date of any such Sale and Lease-Back Transaction, to the
purchase or acquisition (or, in the case of real property, commencement of the
construction) of property or assets or to the retirement (other than at
maturity or pursuant to a mandatory sinking fund or mandatory redemption
provision) of Securities, or of Funded Indebtedness of the Company or a
consolidated Subsidiary ranking on a parity with or senior to the Securities;
provided that 


 


12

















 


there shall be credited to the amount of net
worth proceeds required to be applied pursuant to this clause (b) an
amount equal to the sum of (i) the principal amount of Securities
delivered within 180 days of the effective date of such Sale and Lease-Back
Transaction to the Trustee for retirement and cancellation and (ii) the
principal amount of other Funded Indebtedness voluntarily retired by the
Company within such 180-day period, excluding retirements of Securities and
other Funded Indebtedness as a result of conversions or pursuant to mandatory
sinking fund or mandatory prepayment provisions.


 


(3)                                  Change
of Control Triggering Event.


 


(a)                                  Upon the
occurrence of a Change of Control Triggering Event, unless the Company has
exercised its right to redeem the Offered Securities pursuant to Section 1.1(6) hereof
or Section 14.01 of the Base Indenture, each Holder will have the right to
require that the Company purchase all or a portion, in $1,000 increments
(provided that any remaining principal amount thereof shall be at least
the minimum authorized denomination thereof), of such Holder’s Offered Securities pursuant
to Section 1.3(3)(b) hereof (the “Change of
Control Offer”), at a purchase price equal to 101% of the principal
amount thereof plus accrued and unpaid interest, if any, to the date of
purchase.


 


(b)                                 Within 30
days following the date upon which the Change of Control Triggering Event
occurred, or at the Company’s option, prior to any Change of Control, but after
the public announcement of the Change of Control, the Company shall send, by
first class mail, a notice to each Holder, with a copy to the Trustee, which
notice shall govern the terms of the Change of Control Offer.  Such notice shall describe the
transaction or transactions that constitute the Change of Control and shall
state:


 


(A)                              that
the Change of Control Offer is being made pursuant to this Section 1.3(3) of
this Fourth Supplemental Indenture;


 


(B)                                that
the Company is required to offer to purchase all of the outstanding principal
amount of Offered Securities, the purchase price and, that on the date
specified in such notice, which date shall be no earlier than 30 days and
no later than 60 days from the date such notice is mailed, other than as
may be required by law (the “Change of Control Payment
Date”), the Company shall repurchase the Offered Securities validly
tendered and not withdrawn pursuant to this Section 1.3(3);


 


(C)                                if mailed
prior to the date of consummation of the Change of Control, shall state that
the Change of Control Offer is conditioned on the Change of Control Triggering
Event occurring on or prior to the Change of Control Payment Date;


 


(D)                               that
any Offered Security not tendered or accepted for payment shall continue to
accrue interest;


 


13

















 


(E)                                 that,
unless the Company defaults in making such payment, Offered Securities accepted
for payment pursuant to the Change of Control Offer shall cease to accrue
interest after the Change of Control Payment Date;


 


(F)                                 that
Holders electing to have an Offered Security purchased pursuant to a Change of
Control Offer may elect to have all or any portion of such Offered Security
purchased;


 


(G)                                that
Holders of Offered Securities electing to have Offered Securities purchased
pursuant to a Change of Control Offer shall be required to surrender their
Offered Securities, with the form entitled “Option of Holder to Elect Purchase”
on the reverse of the Offered Security, or such other customary documents of
surrender and transfer as the Company may reasonably request, duly completed,
or transfer the Offered Security by book-entry transfer, to the paying agent at
the address specified in the notice prior to the Change of Control Payment
Date;


 


(H)                               that
Holders shall be entitled to withdraw their election if the Company, the
Depositary or the paying agent, as the case may be, receives, not later than
the expiration of the Change of Control Offer, a telegram, facsimile transmission
or letter setting forth the name of the Holder, the principal amount of the
Offered Security the Holder delivered for purchase and a statement that such
Holder is withdrawing its election to have such Offered Security purchased;


 


(I)                                    that
Holders whose Offered Securities are purchased only in part shall be issued new
Securities equal in principal amount to the unpurchased portion of the
Securities surrendered (or transferred by book-entry transfer); and


 


(J)                                   the
CUSIP number, if any, printed on the Offered Securities being repurchased and
that no representation is made as to the correctness or accuracy of the CUSIP
number, if any, listed in such notice or printed on the Offered Securities.


 


(c)                                  The Company
will not be required to make a Change of Control Offer if a third party makes
such an offer in the manner, at the times and otherwise in compliance with the
requirements for such an offer made by the Company and such third party
purchases all Offered Securities properly tendered and not withdrawn under its
offer.


 


(d)                                 The Company
will comply with the requirements of Rule 14e-1 under the Exchange Act and
any other securities laws and regulations thereunder to the extent such laws
and regulations are applicable in connection with the repurchase of Offered
Securities pursuant to a Change of Control Offer.  To the extent that any securities laws or regulations
conflict with the provisions of this Section 1.3(3), the Company shall
comply with the applicable securities laws and regulations and shall be deemed
not to have breached its obligations under this Section 1.3(3) by
virtue thereof.


 


14
















 


Section 1.4        Additional Event of Default.


 


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


 


(9)       an event of default shall happen and be continuing with
respect to the Company’s or Parent’s Indebtedness for borrowed money (other
than Non-Recourse Indebtedness) under any indenture or other instrument
evidencing or under which the Company or Parent shall have a principal amount
outstanding (such amount with respect to original issue discount bonds or zero
coupon notes, bonds or debentures or similar securities based on the accreted
amount determined in accordance with United States generally accepted
accounting principles and as of the date of the most recently prepared
consolidated balance sheet of the Company or Parent, as the case may be) in
excess of $100,000,000, and such event of default shall involve the failure to pay
the principal of such Indebtedness on the final maturity date thereof after the
expiration of any applicable grace period with respect thereto, or such
Indebtedness shall have been accelerated so that the same shall have become due
and payable prior to the date on which the same would otherwise have become due
and payable, and such acceleration shall not be rescinded or annulled within
ten Business Days after notice thereof shall have been given to the Company and
Parent by the Trustee, or to the Company, Parent and the Trustee by the Holders
of at least 25% in aggregate principal amount of the Outstanding Securities;
provided that, if such event of default under such indenture or instrument
shall be remedied or cured by the Company or Parent or waived by the requisite
holders of such Indebtedness, then the Event of Default hereunder by reason
thereof shall be deemed likewise to have been thereupon remedied, cured or
waived without further action upon the part of either the Trustee or any of the
Securityholders, and provided further, however, that subject to the provisions
of Sections 7.01 and 7.02, the Trustee shall not be charged with knowledge
of any such event of default unless written notice thereof shall have been
given to the Trustee by the Company or Parent, as the case may be, by the
holder or an agent of the holder of any such Indebtedness, by the trustee then
acting under any indenture or other instrument under which such default shall
have occurred, or by the Holders of not less than 25% in the aggregate
principal amount of Outstanding Securities.


 


ARTICLE
II


 


MISCELLANEOUS


 


Section 2.1.       Definitions.


 


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


 


15

















 


Section 2.2.       Confirmation of Indenture.


 


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


 


Section 2.3.       Concerning the Trustee.


 


In carrying out the Trustee’s responsibilities hereunder, the Trustee
shall have all of the rights, protections and immunities which it possesses
under the Indenture.  The recitals
contained herein and in the Offered Securities, except the Trustee’s
certificate of authentication, shall be taken as the statements of the Company,
and the Trustee assumes no responsibility for their correctness.  The Trustee makes no representations as to
the validity or sufficiency of this Fourth Supplemental Indenture or of the
Offered Securities.  The Trustee shall
not be accountable for the use or application by the Company of the Offered
Securities or the proceeds thereof.


 


Section 2.4.       Governing Law.


 


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


 


Section 2.5.       Separability.


 


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


 


Section 2.6.       Counterparts.


 


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


 


Section 2.7        No Benefit.


 


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


 


16

















 


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


 


 


	
   

  	
  TYCO ELECTRONICS GROUP S.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Mario Calastri

  
	
   

  	
   

  	
  Name:

  	
  Mario Calastri

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  TYCO ELECTRONICS LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Mario Calastri

  
	
   

  	
   

  	
  Name:

  	
  Mario Calastri

  
	
   

  	
   

  	
  Title:

  	
  Senior Vice President and Treasurer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  AMERICAS

  
	
   

  	
  as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Carol Ng

  
	
   

  	
   

  	
  Name: Carol Ng

  
	
   

  	
   

  	
  Title: Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ Wanda Camacho

  
	
   

  	
   

  	
  Name: Wanda Camacho

  
	
   

  	
   

  	
  Title: Vice President

  



 

















 


EXHIBIT
A


FORM OF 5.950% SENIOR NOTES


 


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


 


5.950% SENIOR NOTES DUE 2014


 


No. [      ]                                                                                                                                                                $[               ]


CUSIP No. [                 ]


 


TYCO ELECTRONICS GROUP S.A.


 


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


 


Interest Payment Dates: January 15 and July 15


 


Record Dates:  January 1 and
July 1


 


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


 


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


 


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


 


Date: 
[        ]


 


	
   

  	
  TYCO ELECTRONICS GROUP S.A.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [If second signature is applicable:]

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  



 


A-1

















 


CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY

  AMERICAS, as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  Dated:  [        ]

  



 


A-2

















 


GUARANTEE


 


For value received, TYCO ELECTRONICS LTD. hereby absolutely,
unconditionally and irrevocably guarantees to the holder of this Security the
payment of principal of, premium, if any, and interest on, the Security upon
which this Guarantee is set forth 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 ELECTRONICS LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
    Title:

  



 


A-3

















 


Tyco Electronics Group S.A.


 


5.950% Senior Notes due 2014


 


This security is one of a duly authorized series of debt securities of
Tyco Electronics Group S.A., a Luxembourg company (the “Company”), issued or to
be issued in one or more series under and pursuant to an Indenture for the
Company’s unsubordinated debt securities, dated as of September 25, 2007
(the “Base Indenture”), duly executed and delivered by and among the Company,
Tyco Electronics Ltd. (“Parent”) and Deutsche Bank Trust Company Americas (the “Trustee”),
as supplemented by the Fourth Supplemental Indenture, dated as of July 14,
2008 (the “Fourth Supplemental Indenture”), by and among the Company, Parent
and the Trustee.  The Base Indenture as
supplemented and amended by the Fourth Supplemental Indenture is referred to
herein as the “Indenture.”  By the terms
of the Base Indenture, the debt securities issuable thereunder are issuable in
series that may vary as to amount, date of maturity, rate of interest and in
other respects as provided in the Base Indenture.  This security is one of the series designated
on the face hereof (individually, a “Security,” and collectively, the “Securities”),
and reference is hereby made to the Indenture for a description of the rights,
limitations of rights, obligations, duties and immunities of the Trustee, the
Company, Parent and the holders of the Securities (the “Securityholders”).  Capitalized terms used herein and not
otherwise defined shall have the meanings given them in the Base Indenture or
the Fourth Supplemental Indenture, as applicable.


 


1.  Interest.  The
Company promises to pay interest on the principal amount of this Security at an
annual rate of 5.950%, subject to adjustment as provided below.  The Company will pay interest semi-annually
on January 15 and July 15 of each year (each such day, an “Interest
Payment Date”).  If any Interest Payment
Date, redemption date or maturity date of this Security is not a Business Day,
then payment of interest or principal (and premium, if any) shall be made on
the next succeeding Business Day with the same force and effect as if made on
the date such payment was due, and no interest shall accrue for the period
after such date to the next succeeding Business Day.  Interest on the Securities will accrue from
the most recent date to which interest has been paid or duly provided for or,
if no interest has been paid, from the date of issuance; provided that, if
there is no existing Default in the payment of interest, and if this Security
is authenticated between a regular record date referred to on the face hereof
and the next succeeding Interest Payment Date, interest shall accrue from such
next succeeding Interest Payment Date; and provided, further, that the first
Interest Payment Date shall be January 15, 2009.  Interest will be computed on the basis of a
360-day year of twelve 30-day months.  In
certain circumstances, liquidated damages may be payable as provided in Section 6.01
of the Indenture.  Any such liquidated
damages shall be payable in the same manner and on the same dates as the stated
interest payable on this Security.


 


The interest rate payable on this Security shall be subject to
adjustments from time to time if Moody’s, S&P or Fitch downgrades (or
subsequently upgrades) the debt rating assigned to this Security as set forth
in Section 1.1(4)(B) of the Fourth Supplemental Indenture.


 


2.  Method of Payment.  The Company will pay
interest on the Securities (except defaulted interest), if any, to the persons
in whose name such Securities are registered at the 


 


A-4

















 


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


 


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


 


4.  Indenture.  The terms of the Securities
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (“TIA”) as in effect on the date
the Indenture is qualified.  The
Securities are subject to all such terms, and Securityholders are referred to
the Indenture and TIA for a statement of such terms.  The Securities are unsecured general
obligations of the Company and constitute the series designated on the face
hereof as the “5.950% Senior Notes due 2014”, initially limited to $300,000,000
in aggregate principal amount.  The
Company will furnish to any Securityholder upon written request and without
charge a copy of the Base Indenture and the Fourth Supplemental Indenture.  Requests may be made to: Tyco Electronics
Group S.A., 17, boulevard Grande-Duchesse Charlotte, L-1331 Luxembourg,
Attention: The Managing Directors.


 


5.  Optional Redemption.  The Securities
will be subject to redemption at the option of the Company on any date prior to
the maturity date, in whole or from time to time in part, in $1,000 increments
(provided that any remaining principal amount thereof shall be at least
the minimum authorized denomination thereof), on written notice given to the
Securityholders thereof not less than 30 days nor more than 90 days prior to
the date fixed for redemption in such notice (the “Redemption Date”), at a
redemption price equal to the greater of (i) 100% of the principal amount
of such Securities to be redeemed and (ii) as determined by the Quotation Agent and delivered to the Trustee, the
sum of the present values of the remaining scheduled payments of principal and
interest thereon due on any date after the Redemption Date (based on the
Original Interest Rate and excluding the portion of  interest that will be accrued and unpaid to
and including the Redemption Date) discounted from their scheduled date of
payment to the Redemption Date (assuming a 360-day year consisting of twelve
30-day months) at the Adjusted Redemption Treasury Rate plus 45 basis points (such greater amount is
referred to herein as the “Redemption Price”), plus, in either the case of
clause (i) or clause (ii), accrued and unpaid interest and Special
Interest, if any, thereon to the Redemption Date.  This Security is also subject to redemption
to the extent provided in Article XIV of the Indenture.


 


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


 


A-5

















 


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


 


6.  Change of Control Triggering Event.  Upon the occurrence of a Change of Control
Triggering Event, unless the Company has exercised its right to redeem this Security,
the holder of this Security will have the right to require that the Company
purchase all or a portion, in $1,000 increments (provided that
any remaining principal amount thereof shall be at least the minimum authorized
denomination thereof), of this Security at a purchase price equal to 101% of the principal
amount hereof plus accrued and unpaid interest, if any, to the date of
purchase.  Within 30 days following the
date upon which the Change of Control Triggering Event occurred, or at the
Company’s option, prior to any Change of Control, but after the public
announcement of the Change of Control, the Company shall send, by first class
mail, a notice to each Holder, with a copy to the Trustee, which notice shall
govern the terms of the Change of Control Offer.


 


7.  Denominations, Transfer, Exchange.  The
Securities are in registered form without coupons in the denominations of
$2,000 or any integral multiple of $1,000 in excess thereof.  The transfer of Securities may be registered
and Securities may be exchanged as provided in the Indenture.  The Securities may be presented for exchange
or for registration of transfer (duly endorsed or with the form of transfer
endorsed thereon duly executed if so required by the Company or the Security
Registrar) at the office of the Security Registrar or at the office of any
transfer agent designated by the Company for such purpose.  No service charge will be made for any
registration of transfer or exchange, but a Securityholder may be required to
pay any applicable taxes or other governmental charges.  If the Securities are to be redeemed, the
Company will not be required to:  (i) issue,
register the transfer of, or exchange any Security during a period beginning at
the opening of business 15 days before the day of mailing of a notice of
redemption of less than all of the Outstanding Securities of the same series
and ending at the close of business on the day of such mailing; (ii) register
the transfer of or exchange any Security of any series or portions thereof selected
for redemption, in whole or in part, except the unredeemed portion of any such
Security being redeemed in part; nor (iii) register the transfer of or
exchange a Security of any series between the applicable record date and the
next succeeding Interest Payment Date.


 


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


 


9.  Repayment to Parent or the
Company.  Any funds or Governmental
Obligations deposited with any paying agent or the Trustee, or then held by
Parent 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 one year 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
Parent or the Company, as applicable, or (if then held by Parent or the
Company) shall be discharged from such trust. 
After return to the Company or Parent, Holders entitled to the money or
securities must look to the Company or Parent, as applicable, for payment as
unsecured general creditors.


 


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


 


A-6

















 


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


 


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


 


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


 


A-7

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


A-8

















 


ASSIGNMENT FORM


 


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


 


 


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


 


 


 


 


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


and irrevocably appoint


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


 


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  
	
   

  
	
   

  	
  Your Signature:

  	
   

  
	
   

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

  Security)

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  
								



 


A-9

















 


OPTION OF HOLDER TO ELECT PURCHASE


 


If you want to elect to have this Security purchased by the Company
pursuant to Section 1.3(3) of the Fourth Supplemental Indenture,
check the box:


 


o  1.3(3) Change of Control Triggering
Event


 


If you want to elect to have only part of this Security purchased by
the Company pursuant to Section 1.3(3) of the Fourth Supplemental
Indenture, state the amount: 
$                    .


 


	
  Date:

  	
   

  	
   

  	
  Your Signature:

  
	
   

  	
  (Sign exactly as your name appears

  
	
   

  	
  on the other side of the Security)

  



 


 


Tax I.D. number


 


 


	
  Signature Guarantee:

  	
   

  	
   

  
	
   

  	
    (Signature must be guaranteed by a

  
	
   

  	
    participant in a recognized signature

  
	
   

  	
    guarantee medallion program)