EXHIBIT 4.2


 


Tyco Electronics Group S.A.


 


U.S. $800,000,000 6.000% Senior Notes
due 2012


U.S. $750,000,000 6.550% Senior Notes
due 2017


U.S. $500,000,000 7.125% Senior Notes
due 2037


 


Fully and unconditionally
guaranteed as to the


payment of principal, premium,

if any, and interest by


 


Tyco Electronics Ltd.


Exchange
and Registration Rights Agreement


 


September 25, 2007


 


Goldman, Sachs & Co.,


UBS Securities LLC


As representatives
of the several Purchasers


named in Schedule I to the Purchase Agreement


 


c/o Goldman, Sachs & Co.


85 Broad Street,


New York, New York 10004.


 


Ladies and Gentlemen:


 


Tyco Electronics Group S.A., a Luxembourg public limited liability company (the “Company”),
proposes to issue and sell to the Purchasers (as defined herein) upon the terms
set forth in the Purchase Agreement (as defined herein) its U.S $800,000,000
6.000% Senior Notes due 2012, U.S. $750,000,000 6.550% Senior Notes due 2017
and U.S $500,000,000 7.125% Senior Notes due 2037, which are fully and unconditionally guaranteed as to
the payment of principal, premium, if any, and interest by Tyco Electronics
Ltd. (the “Guarantor”). As an inducement to the Purchasers to enter into the
Purchase Agreement and in satisfaction of a condition to the obligations of the
Purchasers thereunder, the Company and the Guarantor agree with the Purchasers
for the benefit of holders (as defined herein) from time to time of the
Registrable Securities (as defined herein) as follows:


 


1.             Certain Definitions.  For purposes of this Exchange and Registration
Rights Agreement, the following terms shall have the following respective
meanings:


 

















 


“Base Interest” shall mean the interest that would otherwise accrue on
the Securities under the terms thereof and the Indenture, without giving effect
to the provisions of this Agreement.


 


The term “broker-dealer”
shall mean any broker or dealer registered with the Commission under the
Exchange Act.


 


“Closing Date” shall mean the date on which the Securities are
initially issued.


 


“Commission” shall mean the United States Securities and Exchange
Commission, or any other federal agency at the time administering the Exchange
Act or the Securities Act, whichever is the relevant statute for the particular
purpose.


 


“Effective Time,” in the case of (i) an Exchange Registration, shall
mean the time and date as of which the Commission declares the Exchange
Registration Statement effective or as of which the Exchange Registration
Statement otherwise becomes effective and (ii) a Shelf Registration, shall
mean the time and date as of which the Commission declares the Shelf
Registration Statement effective or as of which the Shelf Registration
Statement otherwise becomes effective.


 


“Electing Holder” shall mean any holder of Registrable Securities that has
returned a completed and signed Notice and Questionnaire to the Company in
accordance with Section 3(d)(ii) or 3(d)(iii) hereof.


 


“Exchange Act” shall mean the Securities Exchange Act of 1934, or any
successor thereto, as the same shall be amended from time to time.


 


“Exchange Offer” shall have the meaning assigned thereto in Section 2(a)
hereof.


 


“Exchange Registration” shall have the meaning assigned thereto in Section 3(c)
hereof.


 


“Exchange Registration Statement” shall have the meaning assigned thereto in Section 2(a)
hereof.


 


“Exchange Securities” shall have the meaning assigned thereto in Section 2(a)
hereof.


 


“Free Writing Prospectus”
means each free writing prospectus (as defined in Rule 405 under the Securities
Act) prepared by or on behalf of the Company or used or referred to by the
Company in connection with the sale of the Securities or the Exchange
Securities.


 


The term “holder” shall
mean each of the Purchasers and other persons who acquire Registrable
Securities from time to time (including any successors or assigns), in each
case for so long as such person owns any Registrable Securities.


 


“Indenture” shall mean the Indenture, dated as of September 25, 2007,
between the Company, the Guarantor
and Deutsche Bank Trust Company Americas, as Trustee, as the same shall be
amended from time to time.


 


“Notice and Questionnaire”
means a Notice of Registration Statement and Selling Securityholder
Questionnaire substantially in the form of Exhibit A hereto.


 


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The term “person” shall
mean a corporation, association, partnership, organization, business,
individual, government or political subdivision thereof or governmental agency.


 


“Purchase Agreement” shall mean the Purchase Agreement, dated as of September
20, 2007, between the Purchasers,  the Guarantor
and the Company relating to the Securities.


 


“Purchasers” shall mean the Purchasers named in Schedule I to the
Purchase Agreement.


 


“Registrable Securities” shall mean the Securities; provided,
however, that a Security shall cease to be a Registrable Security
when (i) in the circumstances contemplated by Section 2(a) hereof,
the Security has been exchanged for an Exchange Security in an Exchange Offer
as contemplated in Section 2(a) hereof (provided that
any Exchange Security that, pursuant to the last two sentences of Section 2(a),
is included in a prospectus for use in connection with resales by
broker-dealers shall be deemed to be a Registrable Security with respect to
Sections 5, 6 and 9 until resale of such Registrable Security has been effected
within the Resale Period referred to in Section 2(a)); (ii) in the
circumstances contemplated by Section 2(b) hereof, a Shelf Registration
Statement registering such Security under the Securities Act has been declared
or becomes effective and such Security has been sold or otherwise transferred
by the holder thereof pursuant to and in a manner contemplated by such
effective Shelf Registration Statement; (iii) such Security is sold
pursuant to Rule 144 under circumstances in which any legend borne by such
Security relating to restrictions on transferability thereof, under the
Securities Act or otherwise, is removed by the Company or pursuant to the
Indenture; (iv) such Security is eligible to be sold pursuant to
paragraph (k) of Rule 144 (or such earlier time that such Security is
freely saleable); or (v) such Security shall cease to be outstanding.


 


“Registration Default” shall have the meaning assigned thereto in
Section 2(c) hereof.


 


“Registration Expenses” shall have the meaning assigned thereto in Section 4
hereof.


 


“Resale Period” shall have the meaning assigned thereto in Section 2(a)
hereof.


 


“Restricted Holder” shall mean (i) a holder that is an affiliate of the
Company within the meaning of Rule 405, (ii) a holder who acquires Exchange
Securities outside the ordinary course of such holder’s business, (iii) a
holder who has arrangements or understandings with any person to participate in
the Exchange Offer for the purpose of distributing Exchange Securities and (iv)
a holder that is a broker-dealer, but only with respect to Exchange Securities
received by such broker-dealer pursuant to an Exchange Offer in exchange for
Registrable Securities acquired by the broker-dealer directly from the Company.


 


“Rule 144,” “Rule 405” and “Rule
415”
shall mean, in each case, such rule promulgated under the Securities Act (or
any successor provision), as the same shall be amended from time to time.


 


“Securities” shall mean, collectively, the U.S. $800,000,000
6.000% Senior Notes due 2012,
the  U.S. $750,000,000 6.550%
Notes due 2017 and the  U.S. $500,000,000 7.125% Notes due 2037 of the Company to be issued and sold to the Purchasers,
and securities issued in exchange therefor or in lieu thereof pursuant to the
Indenture. Each Security is entitled to the benefit of the guarantee provided
for in the Indenture (the “Guarantee”) and, 


 


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unless the context otherwise requires, any reference
herein to a “Security,” an “Exchange Security” or a “Registrable Security”
shall include a reference to the related Guarantee.


 


“Securities Act” shall mean the Securities Act of 1933, or any successor
thereto, as the same shall be amended from time to time.


 


“Shelf Registration” shall have the meaning assigned thereto in Section 2(b)
hereof.


 


“Shelf Registration Statement” shall have the meaning assigned thereto in Section 2(b)
hereof.


 


“Special Interest” shall have the meaning assigned thereto in
Section 2(c) hereof.


 


“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, or any
successor thereto, and the rules, regulations and forms promulgated thereunder,
all as the same shall be amended from time to time.


 


Unless the context
otherwise requires, any reference herein to a “Section” or “clause” refers to a
Section or clause, as the case may be, of this Exchange and Registration Rights
Agreement, and the words “herein,” “hereof” and “hereunder” and other words of
similar import refer to this Exchange and Registration Rights Agreement as a
whole and not to any particular Section or other subdivision.


 


2.   Registration Under the Securities Act.


 


(a)    Except as set forth in Section
2(b) below, the Company agrees to file under the Securities Act, as soon as
practicable, but no later than 210 days after the Closing Date, a registration
statement relating to an offer to exchange (such registration statement, the “Exchange
Registration Statement”, and such offer, the “Exchange Offer”) any and all of
the Securities for a like aggregate principal amount of debt securities issued
by the Company  and guaranteed by the Guarantor,
which debt securities and guarantee  are
substantially identical to the Securities and the related Guarantee,
respectively (and are entitled to the benefits of a trust indenture which is
substantially identical to the Indenture or is the Indenture and which has been
qualified under the Trust Indenture Act), except that they have been registered
pursuant to an effective registration statement under the Securities Act and do
not contain provisions for the additional interest contemplated in Section 2(c)
below (such new debt securities hereinafter called “Exchange Securities”). The
Company agrees to use its commercially reasonable efforts to cause the Exchange
Registration Statement to become effective under the Securities Act as soon as
practicable, but no later than 300 days after the Closing Date. The Exchange
Offer will be registered under the Securities Act on the appropriate form and
will comply with all applicable tender offer rules and regulations under the
Exchange Act. The Company further agrees to use its commercially reasonable
efforts to commence and complete the Exchange Offer promptly, but no later than
45 days after such registration statement has become effective, hold the
Exchange Offer open for at least 30 days and  exchange
Exchange Securities for all Registrable Securities that have been properly
tendered and not withdrawn on or prior to the expiration of the Exchange Offer.
The Exchange Offer will be deemed to have been “completed” only if the debt
securities and related guarantee received by holders other than Restricted
Holders in the Exchange Offer for Registrable Securities are, upon receipt,
transferable by each such holder without restriction under the Securities Act
and the Exchange Act and without material restrictions under the blue sky or
securities laws of a


 


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substantial majority of the States of the United States
of America. The Exchange Offer shall be deemed to have been completed upon the
earlier to occur of (i) the Company having exchanged the Exchange Securities
for all outstanding Registrable Securities pursuant to the Exchange Offer and
(ii) the Company having exchanged, pursuant to the Exchange Offer, Exchange
Securities for all Registrable Securities that have been properly tendered and
not withdrawn before the expiration of the Exchange Offer, which shall be on a
date that is at least 30 days following the commencement of the Exchange Offer.
The Company agrees (x) to include in the Exchange Registration Statement a
prospectus for use in any resales by any holder of Exchange Securities that is
a broker-dealer and (y) to keep such Exchange Registration Statement effective
for a period (the “Resale Period”) beginning when Exchange Securities are first
issued in the Exchange Offer and ending upon the earlier of the expiration of
the 180th day after the Exchange Offer has been completed or such time as such
broker-dealers no longer own any Registrable Securities. With respect to such
Exchange Registration Statement, each such holder shall have the benefit of the
rights of indemnification and contribution set forth in Sections 6(a),
(c), (d) and (e) hereof.


 


(b)    If (i) on or prior to the time
the Exchange Offer is completed existing Commission interpretations are changed
such that the debt securities or the related guarantee received by holders
other than Restricted Holders in the Exchange Offer for Registrable Securities
are not or would not be, upon receipt, transferable by each such holder without
restriction under the Securities Act, (ii) the Exchange Offer has not been
completed within 345 days following the Closing Date or (iii) the Exchange
Offer is not available to any holder of the Securities, the Company shall, in
lieu of (or, in the case of clause (iii), in addition to) conducting the
Exchange Offer contemplated by Section 2(a), file under the Securities Act
as soon as practicable, but no later than the later of 60 days after the time
such obligation to file arises, a “shelf” registration statement providing for
the registration of, and the sale on a continuous or delayed basis by the
holders of, all of the Registrable Securities, pursuant to Rule 415 or any
similar rule that may be adopted by the Commission (such filing, the “Shelf
Registration” and such registration statement, the “Shelf Registration
Statement”). The Company agrees to use its commercially reasonable efforts (x)
to cause the Shelf Registration Statement to become or be declared effective no
later than  120 days after such Shelf Registration
Statement is filed and to keep such Shelf Registration Statement continuously
effective for a period ending on the earlier of the second anniversary of the
Effective Time or such time as there are no longer any Registrable Securities
outstanding, provided, however,
that no holder shall be entitled to be named as a selling securityholder in the
Shelf Registration Statement or to use the prospectus forming a part thereof
for resales of Registrable Securities unless such holder is an Electing Holder,
and (y) after the Effective Time of the Shelf Registration Statement, promptly
upon the request of any holder of Registrable Securities that is not then an
Electing Holder, to take any action reasonably necessary to enable such holder
to use the prospectus forming a part thereof for resales of Registrable
Securities, including, without limitation, any action necessary to identify
such holder as a selling securityholder in the Shelf Registration Statement, provided, however, that nothing in this Clause (y) shall
relieve any such holder of the obligation to return a completed and signed
Notice and Questionnaire to the Company in accordance with Section 3(d)(iii)
hereof. The Company further agrees to supplement or make amendments to the
Shelf Registration Statement, as and when required by the rules, regulations or
instructions applicable to the registration form used by the Company for such
Shelf Registration Statement or by the Securities Act or rules and regulations
thereunder for shelf registration, and the Company agrees to furnish to each
Electing Holder copies of any such supplement or amendment prior to its being
used or promptly following its filing with the


 


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Commission. The Company’s obligation to file a Shelf
Registration Statement under clauses (i) of this Section 2(b), to cause such
Shelf Registration Statement to become and remain effective and to comply with
its other undertakings in this Section 2(b) shall terminate upon the completion
of the Exchange Offer pursuant to Section 2(a).


 


(c)    In the event that (i) the
Company has not filed the Exchange Registration Statement or Shelf Registration
Statement on or before the date on which such registration statement is
required to be filed pursuant to Section 2(a) or 2(b), respectively, or (ii)
such Exchange Registration Statement or Shelf Registration Statement has not
become effective or been declared effective by the Commission on or before the
date on which such registration statement is required to become or be declared
effective pursuant to Section 2(a) or 2(b), respectively, or (iii) the Exchange
Offer has not been completed within 45 days after the initial effective date of
the Exchange Registration Statement relating to the Exchange Offer (if the
Exchange Offer is then required to be made), or (iv) any Exchange
Registration Statement or Shelf Registration Statement required by Section 2(a)
or 2(b) hereof is filed and declared effective but shall thereafter either be
withdrawn by the Company or shall become subject to an effective stop order
issued pursuant to Section 8(d) of the Securities Act suspending the
effectiveness of such registration statement (except as specifically permitted
herein) without being succeeded immediately by an additional registration
statement filed and declared effective; or (v) the Company requires Holders to
refrain from disposing of their Registrable Securities due to a Suspension
Event (as defined in Section 3(i)) to the extent that such period exceeds 45
days in any one instance or 90 days in the aggregate during any consecutive
12-month period (a “Suspension Period”) (each such event referred to in clauses
(i) through (iv), a “Registration Default” and each period during which a
Registration Default has occurred and is continuing, a “Registration Default
Period”), then, as liquidated damages for such Registration Default, subject to
the provisions of Section 9(b), special interest (“Special Interest”), in
addition to the Base Interest, shall accrue at a per annum rate of 0.25% for
the first 90 days of the Registration Default Period, at a per annum rate of
0.50% thereafter for the remaining portion of the Registration Default Period.


 


(d)    The Company and the Guarantor
shall take  all actions necessary or advisable to
be taken by them to ensure that the transactions contemplated herein are
effected as so contemplated, including all actions necessary or desirable to
register the Guarantee under the registration statement contemplated in Section
2(a) or 2(b) hereof, as applicable.


 


(e)    Any reference herein, other
than any such reference in Sections 3(d)(vi) and (vii), to a registration
statement as of any time shall be deemed to include any document incorporated,
or deemed to be incorporated, therein by reference as of such time and any
reference herein, other than any such reference in Sections 3(d)(vi) and (vii),
to any post-effective amendment to a registration statement as of any time
shall be deemed to include any document incorporated, or deemed to be
incorporated, therein by reference as of such time.


 


3.    Registration Procedures.


 


If the Company and the
Guarantor file a registration statement pursuant to Section 2(a) or
Section 2(b), the following provisions shall apply:


 


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(a)           At or before the Effective Time of the Exchange Offer or
the Shelf Registration, as the case may be, the Company shall qualify the
Indenture under the Trust Indenture Act of 1939.


 


(b)           In the event that such qualification would require the
appointment of a new trustee under the Indenture, the Company shall appoint a
new trustee thereunder pursuant to the applicable provisions of the Indenture.


 


(c)           In connection with the obligations of the Company and the
Guarantor with respect to the registration of Exchange Securities as
contemplated by Section 2(a) (the “Exchange Registration”), if applicable, the
Company shall, as soon as practicable (or as otherwise specified):


 


(i)            prepare and file with the Commission, as soon as practicable
but no later than 210 days after the Closing Date, an Exchange Registration
Statement on any form which may be utilized by the Company and which shall
permit the Exchange Offer and resales of Exchange Securities by broker-dealers
during the Resale Period to be effected as contemplated by Section 2(a), and
use its commercially reasonable efforts to cause such Exchange Registration
Statement to become effective as soon as practicable thereafter, but no later
than 300 days after the Closing Date;


 


(ii)           subject to the provisions of Section 3(i), as soon
as practicable prepare and file with the Commission such amendments and
supplements to such Exchange Registration Statement and the prospectus included
therein as may be necessary to effect and maintain the effectiveness of such
Exchange Registration Statement for the periods and purposes contemplated in
Section 2(a) hereof and as may be required by the applicable rules and
regulations of the Commission and the instructions applicable to the form of such
Exchange Registration Statement, and promptly provide each broker-dealer
holding Exchange Securities with such number of copies of the prospectus
included therein (as then amended or supplemented), in conformity in all
material respects with the requirements of the Securities Act and the Trust
Indenture Act and the rules and regulations of the Commission thereunder, as
such broker-dealer reasonably may request prior to the expiration of the Resale
Period, for use in connection with resales of Exchange Securities;


 


(iii)          promptly notify each broker-dealer that has requested or
received copies of the prospectus included in such registration statement, and
confirm such advice in writing, (A) when such Exchange Registration Statement
or the prospectus included therein or any prospectus amendment or supplement or
post-effective amendment has been filed, and, with respect to such Exchange
Registration Statement or any post-effective amendment, when the same has
become effective, (B) of the issuance by the Commission of any stop order
suspending the effectiveness of such Exchange Registration Statement or the
initiation or threatening of any proceedings for that purpose, or (C) of the
receipt by the Company of any notification with respect to the suspension of
the qualification of the Exchange Securities for sale in any jurisdiction or
the initiation or threatening of any proceeding for such purpose;


 


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(iv)          use its commercially reasonable efforts to obtain the withdrawal
of any order suspending the effectiveness of such Exchange Registration
Statement or any post-effective amendment thereto at the earliest practicable
date;


 


(v)           use its commercially reasonable efforts to (A) register
or qualify the Exchange Securities under the securities laws or blue sky laws
of such jurisdictions as are contemplated by Section 2(a) no later than the
commencement of the Exchange Offer, (B) keep such registrations or
qualifications in effect and comply with such laws so as to permit the
continuance of offers, sales and dealings therein in such jurisdictions until
the expiration of the Resale Period and (C) take any and all other actions as
may be reasonably necessary or advisable to enable each broker-dealer holding
Exchange Securities to consummate the disposition thereof in such
jurisdictions; provided, however, that neither
the Company nor the Guarantor shall be required for any such purpose to (1)
qualify as a foreign corporation in any jurisdiction wherein it would not
otherwise be required to qualify but for the requirements of this Section
3(c)(vi), (2) consent to general service of process in any such jurisdiction or
(3) make any changes to its certificate of incorporation, by-laws or similar
organizational document or any agreement between it and its stockholders;


 


(vi)          use its commercially reasonable efforts to obtain the
consent or approval of each governmental agency or authority, whether federal,
state or local, which may be required to effect the Exchange Registration, the
Exchange Offer and the offering and sale of Exchange Securities by
broker-dealers during the Resale Period;


 


(vii)         provide a CUSIP number for each series of Exchange
Securities, not later than the applicable Effective Time;


 


(viii)        comply with all applicable rules and regulations of the
Commission, and make generally available to its securityholders as soon as
practicable but no later than eighteen months after the effective date of such
Exchange Registration Statement, an earning statement of the Guarantor and its
subsidiaries complying with Section 11(a) of the Securities Act (including, at
the option of the Guarantor, Rule 158 thereunder).


 


(d)           In connection with the obligations of the Company and the
Guarantor with respect to the Shelf Registration, if applicable, as
contemplated by Section 2(b)  the Company shall, as soon as
practicable (or as otherwise specified):


 


(i)            prepare and file with the Commission, as soon as
practicable but in any case within the time periods specified in Section 2(b),
a Shelf Registration Statement on any form which may be utilized by the Company
and which shall register all of the Registrable Securities for resale by the
holders thereof in accordance with such method or methods of disposition as may
be specified by such of the holders as, from time to time, may be Electing
Holders and use its commercially reasonable efforts to cause such Shelf
Registration Statement to become effective as soon as practicable but in any
case within the time periods specified in Section 2(b);


 


(ii)           not less than 30 calendar days prior to the Effective
Time of the Shelf Registration Statement, mail the Notice and Questionnaire to
the holders of Registrable Securities; no holder shall be entitled to be named
as a selling 


 


8

















 


securityholder in the Shelf Registration Statement as of
the Effective Time, and no holder shall be entitled to use the prospectus
forming a part thereof for resales of Registrable Securities at any time,
unless such holder has returned a completed and signed Notice and Questionnaire
to the Company by the deadline for response set forth therein; provided, however, holders of Registrable Securities shall
have at least 28 calendar days from the date on which the Notice and Questionnaire
is first mailed to such holders to return a completed and signed Notice and Questionnaire
to the Company;


 


(iii)          after the Effective Time of the Shelf Registration
Statement, upon the request of any holder of Registrable Securities that is not
then an Electing Holder, promptly send a Notice and Questionnaire to such
holder; provided that the Company shall not be
required to take any action to name such holder as a selling securityholder in
the Shelf Registration Statement or to enable such holder to use the prospectus
forming a part thereof for resales of Registrable Securities until such holder
has returned a completed and signed Notice and Questionnaire to the Company;


 


(iv)          subject to Section 3(i), as soon as practicable prepare
and file with the Commission such amendments and supplements to such Shelf
Registration Statement and the prospectus included therein as may be necessary
to effect and maintain the effectiveness of such Shelf Registration Statement
for the period specified in Section 2(b) hereof and as may be required by
the applicable rules and regulations of the Commission and the instructions
applicable to the form of such Shelf Registration Statement, and furnish to the
Electing Holders copies of any such supplement or amendment simultaneously with
or prior to its being used or filed with the Commission;


 


(v)           comply with the provisions of the Securities Act with
respect to the disposition of all of the Registrable Securities covered by such
Shelf Registration Statement in accordance with the intended methods of
disposition by the Electing Holders provided for in such Shelf Registration
Statement;


 


(vi)          provide (A) the Electing Holders, (B) the
underwriters (which term, for purposes of this Exchange and Registration Rights
Agreement, shall include a person deemed to be an underwriter within the
meaning of Section 2(a)(11) of the Securities Act), if any, thereof,
(C) any sales or placement agent therefor, (D) counsel for any such
underwriter or agent and (E) not more than one counsel for all the Electing
Holders the opportunity to participate in the preparation of such Shelf
Registration Statement, each prospectus included therein or filed with the
Commission and each amendment or supplement thereto;


 


(vii)         for a reasonable period prior to the filing of such Shelf
Registration Statement, and throughout the period specified in Section 2(b),
make available at reasonable times at the Guarantor’s principal place of
business or such other reasonable place for inspection by the persons referred
to in Section 3(d)(vi) who shall certify to the Guarantor that they have a
current intention to sell the Registrable Securities pursuant to the Shelf
Registration such financial and other information and books and records of the
Guarantor, and cause the executive officers, counsel and independent certified
public accountants of the Guarantor to respond to such inquiries, as shall be
reasonably necessary to conduct a reasonable investigation


 


9

















 


within the meaning of Section 11 of the Securities Act; provided, however, that each such party shall agree in
writing to maintain in confidence and not to disclose to any other person any such
information or records or the responses to any such inquiries, until such time
as (A) such information becomes a matter of public record (whether by virtue of
its inclusion in such registration statement or otherwise), or (B) such person
shall be required to disclose such information pursuant to a subpoena or order
of any court or other governmental agency or body having jurisdiction over the
matter (subject to the requirements of such order, and only after such person
shall have given the Guarantor prompt prior written notice of such
requirement), or (C) such information is set forth in such Shelf Registration
Statement or the prospectus included therein or in an amendment to such Shelf
Registration Statement or an amendment or supplement to such prospectus;


 


(viii)        promptly notify each of the Electing Holders, any sales
or placement agent therefor and any underwriter thereof (which notification may
be made through any managing underwriter that is a representative of such
underwriter for such purpose) and confirm such advice in writing, (A) when such
Shelf Registration Statement or the prospectus included therein or any
prospectus amendment or supplement or post-effective amendment has been filed,
and, with respect to such Shelf Registration Statement or any post-effective
amendment, when the same has become effective, (B) of the issuance by the
Commission of any stop order suspending the effectiveness of such Shelf
Registration Statement or the initiation or threatening of any proceedings for
that purpose, (C) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Registrable Securities
for sale in any jurisdiction or the initiation or threatening of any proceeding
for such purpose, or (D) if at any time when a prospectus is required to be
delivered under the Securities Act,  that
offers and sales of Exchange Securities should be suspended as provided in
Section 3(i);


 


(ix)           use its commercially reasonable efforts to obtain the
withdrawal of any order suspending the effectiveness of such registration
statement or any post-effective amendment thereto at the earliest practicable
date;


 


(x)            if requested by any managing underwriter or underwriters,
any placement or sales agent or any Electing Holder, promptly incorporate in a
prospectus supplement or post-effective amendment such information as is
required by the applicable rules and regulations of the Commission and as such
managing underwriter or underwriters, such agent or such Electing Holder
specifies should be included therein relating to the terms of the sale of such
Registrable Securities, including information with respect to the principal
amount of Registrable Securities being sold by such Electing Holder or agent or
to any underwriters, the name and description of such Electing Holder, agent or
underwriter, the offering price of such Registrable Securities and any
discount, commission or other compensation payable in respect thereof, the
purchase price being paid therefor by such underwriters and with respect to any
other terms of the offering of the Registrable Securities to be sold by such
Electing Holder or agent or to such underwriters; and make all required filings
of such prospectus supplement or post-effective amendment promptly after
notification of the matters to be incorporated in such prospectus supplement or
post-effective amendment;


 


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(xi)           furnish to each Electing Holder, each placement or sales
agent, if any, therefor, each underwriter, if any, thereof and the respective
counsel referred to in Section 3(d)(vi) a copy of such Shelf Registration
Statement, each such amendment and supplement thereto (in each case including
all exhibits thereto (in the case of an Electing Holder of Registrable
Securities, upon request) and documents incorporated by reference therein) and
such number of copies of such Shelf Registration Statement (excluding exhibits
thereto and documents incorporated by reference therein unless specifically so
requested by such Electing Holder, agent or underwriter, as the case may be)
and of the prospectus included in such Shelf Registration Statement (including
each preliminary prospectus and any summary prospectus), in conformity in all
material respects with the applicable requirements of the Securities Act and
the Trust Indenture Act and the rules and regulations of the Commission
thereunder in order to facilitate the offering and disposition of the
Registrable Securities owned by such Electing Holder, offered or sold by such
agent or underwritten by such underwriter and to permit such Electing Holder,
agent and underwriter to satisfy the prospectus delivery requirements of the
Securities Act; and the Company, subject to Section 3(i), hereby consents to
the use of such prospectus (including such preliminary and summary prospectus)
and any amendment or supplement thereto by each such Electing Holder and by any
such agent and underwriter, in each case in the form most recently provided to
such person by the Company, in connection with the offering and sale of the
Registrable Securities covered by the prospectus (including such preliminary
and summary prospectus) or any supplement or amendment thereto;


 


(xii)          use commercially reasonable efforts to (A) register or
qualify the Registrable Securities to be included in such Shelf Registration
Statement under such securities laws or blue sky laws of such jurisdictions as
any Electing Holder and each placement or sales agent, if any, therefor and
underwriter, if any, thereof shall reasonably request, (B) keep such
registrations or qualifications in effect and comply with such laws so as to
permit the continuance of offers, sales and dealings therein in such
jurisdictions during the period the Shelf Registration is required to remain
effective under Section 2(b) and (C) take any and all other actions as may be
reasonably necessary or advisable to enable each such Electing Holder, agent,
if any, and underwriter, if any, to consummate the disposition in such
jurisdictions of such Registrable Securities during the period the Shelf
Registration is required to remain effective under Section 2(b); provided, however, that neither  the
Company nor the Guarantor shall be required for any such purpose to (1) qualify
as a foreign corporation in any jurisdiction wherein it would not otherwise be
required to qualify but for the requirements of this Section 3(d)(xii), (2)
consent to general service of process in any such jurisdiction or (3) make any
changes to its certificate of incorporation, by-laws or similar organizational
document or any agreement between it and its stockholders;


 


(xiii)         use its commercially reasonable efforts to obtain the
consent or approval of each governmental agency or authority, whether federal,
state or local, which may be required to effect the Shelf Registration or the
offering or sale in connection therewith or to enable the selling holder or
holders to offer, or to consummate the disposition of, their Registrable
Securities;


 


11

















 


(xiv)        unless any Registrable Securities shall be in book-entry
only form, cooperate with the Electing Holders and the managing underwriters,
if any, to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold, which certificates, if so
required by any securities exchange upon which any Registrable Securities are
listed, shall be penned, lithographed or engraved, or produced by any
combination of such methods, on steel engraved borders, and which certificates
shall not bear any restrictive legends; and, in the case of an underwritten
offering, enable such Registrable Securities to be in such denominations and
registered in such names as the managing underwriters may request at least two
business days prior to any sale of the Registrable Securities, in each case as
provided in the Indenture;


 


(xv)         provide a CUSIP number for each series of Registrable
Securities, not later than the applicable Effective Time;


 


(xvi)        enter into underwriting agreements, engagement letters,
agency agreements, “best efforts” underwriting agreements or similar
agreements, as appropriate, including customary provisions relating to
indemnification and contribution, and take such other actions in connection
therewith as any Electing Holders aggregating at least 33% in aggregate
principal amount of the Registrable Securities at the time outstanding shall
request in order to expedite or facilitate the disposition of such Registrable
Securities;


 


(xvii)       whether or not an agreement of the type referred to in
Section 3(d)(xvi) hereof is entered into and whether or not any portion of the
offering contemplated by the Shelf Registration is an underwritten offering or
is made through a placement or sales agent or any other entity, (A) make such
representations and warranties to any Electing Holder, placement agent or
underwriter in form, substance and scope as are customarily made in connection
with an offering of debt securities pursuant to any appropriate agreement or to
a registration statement filed on the form applicable to the Shelf
Registration; (B) obtain an opinion of counsel to the Company, addressed to any
Electing Holder, placement agent or underwriter that shall confirm that Section
11 of the Securities Act provides that, in the event an action were to be
brought against any such person under Section 11 of the Securities Act with
respect to sales of Registrable Securities, such person would have available to
it, among other things, a due diligence defense under Section 11 of the
Securities Act, in customary form and covering such matters, of the type
customarily covered by such an opinion, as such person may reasonably request,
dated the effective date of such Shelf Registration Statement (or if such Shelf
Registration Statement contemplates an underwritten offering of a part or all
of the Registrable Securities, dated the date of the closing under the
underwriting agreement relating thereto) (it being agreed that the matters to
be covered by such opinion shall include the due authorization, execution and
delivery of the relevant agreement of the type referred to in Section 3(d)(xvi)
hereof; the due authorization, execution, authentication and issuance, and the
validity and enforceability, of the Securities; and the absence of governmental
approvals required to be obtained in connection with the Shelf Registration,
the offering and sale of the Registrable Securities, this Exchange and
Registration Rights Agreement or any agreement of the type referred to in
Section 3(d)(xvi) hereof, except such approvals as may be required under state
securities or blue sky laws;(C) obtain a letter from counsel to the Company,
addressed to any Electing


 


12

















 


Holder, placement agent or underwriter that shall confirm
that Section 11 of the Securities Act provides that, in the event an action
were to be brought against any such person under Section 11 of the Securities
Act with respect to sales of Registrable Securities, such person would have
available to it, among other things, a due diligence defense under Section 11
of the Securities Act, to the effect that such Shelf Registration Statement
appears on its face to comply as to form with the rules and regulations of the
Commission relating to registration statements on such form, and, as of the
date of the opinion, the absence from such Shelf Registration Statement and the
prospectus included therein, as then amended or supplemented (in each case
other than the financial statements and other financial information contained
therein) of an untrue statement of a material fact or the omission to state
therein a material fact necessary to make the statements therein not misleading
(in the case of any such prospectus, in the light of the circumstances existing
at the time)); (D) obtain a “cold comfort” letter or letters from the
independent certified public accountants of the Company addressed to any
Electing Holder, placement agent or underwriter that shall confirm that Section
11 of the Securities Act provides that, in the event an action were to be
brought against any such person under Section 11 of the Securities Act with
respect to sales of Registrable Securities, such person would have available to
it, among other things, a due diligence defense under Section 11 of the
Securities Act, dated (i) the effective date of such Shelf Registration
Statement and (ii) the effective date of any prospectus supplement to the
prospectus included in such Shelf Registration Statement or post-effective
amendment to such Shelf Registration Statement which includes unaudited or
audited financial statements as of a date or for a period subsequent to that of
the latest such statements included in such prospectus (and, if such Shelf
Registration Statement contemplates an underwritten offering pursuant to any
prospectus supplement to the prospectus included in such Shelf Registration
Statement or post-effective amendment to such Shelf Registration Statement
which includes unaudited or audited financial statements as of a date or for a
period subsequent to that of the latest such statements included in such
prospectus, dated the date of the closing under the underwriting agreement
relating thereto), such letter or letters to be in customary form and covering
such matters of the type customarily covered by letters of such type; (E)
deliver such documents and certificates, including officers’ certificates, as
may be reasonably requested by any Electing Holder, placement agent or
underwriter that shall confirm that Section 11 of the Securities Act provides
that, in the event an action were to be brought against any such person under
Section 11 of the Securities Act with respect to sales of Registrable
Securities, such person would have available to it, among other things, a due
diligence defense under Section 11 of the Securities Act, to evidence the
accuracy of the representations and warranties made pursuant to clause (A)
above or those contained in Section 5(a) hereof and the compliance with or
satisfaction of any agreements or conditions contained in the underwriting
agreement or other agreement entered into by the Company or the Guarantor; and
(F) undertake such obligations relating to expense reimbursement,
indemnification and contribution as are provided in Section 6 hereof;


 


(xviii)      notify in writing each holder of Registrable Securities
of any proposal by the Company to amend or waive any provision of this Exchange
and Registration Rights Agreement pursuant to Section 9(h) hereof and of any
amendment or waiver 


 


13

















 


effected pursuant thereto, each of which notices shall
contain the text of the amendment or waiver proposed or effected, as the case
may be;


 


(xix)         in the event that any broker-dealer registered under the
Exchange Act shall underwrite any Registrable Securities or participate as a
member of an underwriting syndicate or selling group or “assist in the
distribution” (within the meaning of the Conduct Rules (the “Conduct Rules”) of
the National Association of Securities Dealers, Inc. (“NASD”) or any successor
thereto, as amended from time to time) thereof, whether as a holder of such
Registrable Securities or as an underwriter, a placement or sales agent or a
broker or dealer in respect thereof, or otherwise, assist such broker-dealer in
complying with the requirements of such Conduct Rules, including by (A) if such
Conduct Rules shall so require, engaging a “qualified independent underwriter”
(as defined in such Conduct Rules) to participate in the preparation of the
Shelf Registration Statement relating to such Registrable Securities, to
exercise usual standards of due diligence in respect thereto and, if any
portion of the offering contemplated by such Shelf Registration Statement is an
underwritten offering or is made through a placement or sales agent, to
recommend the yield of such Registrable Securities, (B) indemnifying any such
qualified independent underwriter to the extent of the indemnification of
underwriters provided in Section 6 hereof (or to such other customary extent as
may be requested by such underwriter), and (C) providing such information to
such broker-dealer as may be required in order for such broker-dealer to comply
with the requirements of the Conduct Rules; and


 


(xx)          comply with all applicable rules and regulations of the
Commission, and make generally available to its securityholders as soon as
practicable but in any event not later than eighteen months after the effective
date of such Shelf Registration Statement, an earning statement of the Guarantor
and its subsidiaries complying with Section 11(a) of the Securities Act
(including, at the option of the Guarantor, Rule 158 thereunder).


 


(e)           In the event that the Company, pursuant to Section 3(i)
below, has notified the Electing Holders, the placement or sales agent, if any,
therefor and the managing underwriters, if any, thereof, that offers and sales
of Exchange Securities have been suspended, the Company, as soon as
commercially practicable, will notify such persons when offers and sales of
Exchange Securities may be made.


 


(f)            In the event of a Shelf Registration, in addition to the
information required to be provided by each Electing Holder in its Notice
Questionnaire, the Company may require such Electing Holder to furnish to the
Company such additional information regarding such Electing Holder and such
Electing Holder’s intended method of distribution of Registrable Securities as
may be required in order to comply with the Securities Act. Each such Electing
Holder agrees to notify the Company as promptly as practicable of any
inaccuracy or change in information previously furnished by such Electing Holder
to the Company or of the occurrence of any event in either case as a result of
which any prospectus relating to such Shelf Registration contains or would
contain an untrue statement of a material fact regarding such Electing Holder
or such Electing Holder’s intended method of disposition of such Registrable
Securities or omits to state any material fact regarding such Electing Holder
or such Electing Holder’s intended method of disposition of such Registrable
Securities required to be stated therein or necessary to make the statements
therein not


 


14

















 


misleading in light of the circumstances then existing,
and promptly to furnish to the Company any additional information required to
correct and update any previously furnished information or required so that
such prospectus shall not contain, with respect to such Electing Holder or the
disposition of such Registrable Securities, an untrue statement of a material
fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in light of the
circumstances then existing.


 


(g)           Until the earlier to occur of the expiration of two years
after the Closing Date or the time that the Securities are freely resaleable
pursuant to Rule 144, the Company will not, and will not permit any of its “affiliates”
(as defined in Rule 144) to, resell any of the Securities that have been
reacquired by any of them except pursuant to an effective registration
statement under the Securities Act.


 


(h)           The Company represents, warrants and covenants that it
(including its agents and representatives) will not prepare, make, use,
authorize, approve or refer to any Free Writing Prospectus.


 


(i)            The Company may suspend the availability of the Shelf
Registration Statement (a “Suspension Event”) by notifying the Electing Holders,
the placement or sales agent, if any, and the managing underwriters, if any,
that it is suspending the use of any Shelf Registration Statement and that such
persons may not use such Shelf Registration Statement or any prospectus
included therein for offers and sales of Securities; provided
that, if such notice of a Suspension Event has been given to such persons, the
Company shall, as promptly as practicable following a determination that the
Suspension Event no longer exists and that such persons may recommence such offers
and sales, notify such persons of such determination. Each Electing Holder,
placement or sales agent, if any, and managing underwriter, if any, agrees that
upon receipt of any notice from the Company pursuant to this Section 3(i), such
person shall forthwith discontinue the disposition of Securities until such person
shall have been notified by the Company that offers and sales of the
Registrable Securities may recommence. If, upon termination of a Suspension
Period, in the Company’s judgment it is necessary to amend or supplement the
Shelf Registration Statement, the Company will prepare and furnish to each
Electing Holder, placement agent or underwriter, as requested, a reasonable
number of copies of a prospectus supplemented or amended so that, as thereafter
delivered to purchasers of such Securities during the Resale Period, such
prospectus shall conform in all material respects to the applicable
requirements of the Securities Act and the Trust Indenture Act.


 


4.             Registration Expenses.


 


The Company agrees to bear
and to pay or cause to be paid promptly upon delivery of itemized invoices, all
expenses incident to the Company’s performance of or compliance with this
Exchange and Registration Rights Agreement, including (a) all Commission and
any NASD registration, filing and review fees and expenses including reasonable
fees and disbursements of counsel for the placement or sales agent or underwriters
in connection with such NASD registration, filing and review, (b) all fees and
expenses in connection with the qualification of the Securities for offering
and sale under the State securities and blue sky laws referred to in Section
3(d)(xii) hereof and determination of their eligibility for investment under
the laws of such jurisdictions as any managing underwriters or the Electing
Holders may designate, including any reasonable fees and disbursements of
counsel for the Electing Holders or underwriters in connection with such
qualification and determination, (c) all expenses relating to the preparation,
printing, production, distribution and reproduction of each registration
statement 


 


15

















 


required to be filed hereunder, each prospectus included therein or
prepared for distribution pursuant hereto, each amendment or supplement to the
foregoing, the expenses of preparing the Securities for delivery and the
expenses of printing or reproducing any underwriting agreements, agreements
among underwriters, selling agreements and blue sky or legal investment
memoranda and all other documents in connection with the offering, sale or
delivery of Securities to be disposed of (including certificates representing
the Securities), (d) messenger, telephone and delivery expenses relating to the
offering, sale or delivery of Securities and the preparation of documents
referred in clause (c) above, (e) fees and expenses of the Trustee under the
Indenture, any agent of the Trustee and any counsel for the Trustee and of any
collateral agent or custodian, (f) internal expenses (including all salaries
and expenses of the Company’s officers and employees performing legal or
accounting duties), (g) fees, disbursements and expenses of counsel and
independent certified public accountants of the Guarantor (including the
expenses of any opinions or “cold comfort” letters required by or incident to
such performance and compliance), (h) reasonable fees, disbursements and
expenses of any “qualified independent underwriter” engaged pursuant to Section
3(d)(xix) hereof, (i) reasonable fees, disbursements and expenses of one
counsel for the Electing Holders retained in connection with the Shelf
Registration Statement, as selected by the Electing Holders of at least a
majority in aggregate principal amount of the Registrable Securities held by
Electing Holders (which counsel shall be reasonably satisfactory to the
Company), (j) any fees charged by securities rating services for rating the
Securities, and (k) fees, expenses and disbursements of any other persons,
including special experts, retained by the Company in connection with such
registration (collectively, the “Registration Expenses”). To the extent that
any Registration Expenses are incurred, assumed or paid by any holder of
Registrable Securities or any placement or sales agent therefor or underwriter
thereof, the Company shall reimburse such person for the full amount of the
Registration Expenses so incurred, assumed or paid promptly after receipt of a
request therefor and an itemized invoice with respect thereto. Notwithstanding
the foregoing, the holders of the Registrable Securities being registered shall
pay all agency fees and commissions and underwriting discounts and commissions
attributable to the sale of such Registrable Securities and the fees and
disbursements of any counsel or other advisors or experts retained by such
holders (severally or jointly), other than the counsel and experts specifically
referred to above.


 


5.             Representations and Warranties.


 


The Company and the
Guarantor, jointly and severally, represent and warrant to, and agree with,
each Purchaser and each of the holders from time to time of Registrable
Securities that:


 


(a)           Each registration statement covering Registrable
Securities and each prospectus (including any preliminary or summary
prospectus) contained therein or furnished pursuant to Section 3(d) or Section
3(c) hereof and any further amendments or supplements to any such registration
statement or prospectus, when it becomes effective or is filed with the
Commission, as the case may be, and, in the case of an underwritten offering of
Registrable Securities, at the time of the closing under the underwriting
agreement relating thereto, will conform in all material respects to the
requirements of the Securities Act and the Trust Indenture Act and the rules
and regulations of the Commission thereunder and will not contain an untrue
statement of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading; and at all
times subsequent to the Effective Time when a prospectus would be required to
be delivered under the Securities Act, other than from (i) such time as a
notice has been given to holders


 


16

















 


of Registrable Securities pursuant to Section 3(i) hereof
until (ii) such time as the Company furnishes an amended or supplemented
prospectus pursuant to Section 3(c)(iv) hereof or notifies the Electing Holders
that offers and sales may recommence pursuant to Section 3(i) hereof, each such
registration statement, and each prospectus (including any summary prospectus)
contained therein or furnished pursuant to Section 3(e) or Section 3(c) hereof,
as then amended or supplemented, will conform in all material respects to the
requirements of the Securities Act and the Trust Indenture Act and the rules
and regulations of the Commission thereunder and will not contain an untrue
statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in
the light of the circumstances then existing; provided,
however, that this representation and warranty shall not apply to
any statements or omissions made in reliance upon and in conformity with
information furnished in writing to the Company by a holder of Registrable
Securities or any underwriter or placement agent expressly for use therein.


 


(b)           The compliance by the Company and the Guarantor with all
of the provisions of this Exchange and Registration Rights Agreement and the
consummation of the transactions herein contemplated will not contravene (i)
any provision of the applicable law or the certificate of incorporation or other
governing documents or the By-Laws of the Company or the Guarantor or (ii) any
agreement or other instrument binding upon the Company or the Guarantor, or
(iii) any judgment, order or decree of any governmental body, agency or body
having jurisdiction over the Guarantor or the Company; and no consent,
approval, authorization, order, registration or qualification of or with any
governmental agency or body is required to be obtained by the Company or the
Guarantor for the performance by the Company or the Guarantor of its
obligations under this Exchange and Registration Rights Agreement, except the
registration under the Securities Act of the Securities, qualification of the
Indenture under the Trust Indenture Act and such consents, approvals,
authorizations, registrations or qualifications as may be required under State
securities or blue sky laws in connection with the offering and distribution of
the Securities.


 


(c)           This Exchange and Registration Rights Agreement has been
duly authorized, executed and delivered by the Company.


 


6.             Indemnification.


 


(a)           Indemnification by the Company
and the Guarantor.
The Company and the Guarantor, jointly and severally, will indemnify and hold
harmless each of the holders of Registrable Securities included in an Exchange
Registration Statement, each of the Electing Holders of Registrable Securities
included in a Shelf Registration Statement and each person who participates as
a placement or sales agent or as an underwriter in any offering or sale of such
Registrable Securities against any losses, claims, damages or liabilities,
joint or several, to which such holder, agent or underwriter may become subject
under the Securities Act or otherwise, insofar as such losses, claims, damages
or liabilities (or actions in respect thereof) arise out of or are based upon
an untrue statement or alleged untrue statement of a material fact contained in
any Exchange Registration Statement or Shelf Registration Statement, as the
case may be, under which such Registrable Securities were registered under the
Securities Act, or any preliminary, final or summary prospectus contained
therein or furnished by the Company to any such holder, Electing Holder, agent
or underwriter, or any amendment or supplement thereto, or any Free Writing
Prospectus or any “issuer information” (“Issuer Information”) filed or required
to be filed pursuant to Rule


 


17

















 


433(d) under the Securities Act, or arise out of or are
based upon the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, and will reimburse such holder, such Electing Holder, such agent
and such underwriter for any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such action or claim as
such expenses are incurred; provided, however,
that neither the Company nor the Guarantor shall be liable to any such person
in any such case to the extent that any such loss, claim, damage or liability
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission made in such registration statement, or
preliminary, final or summary prospectus, or amendment or supplement thereto,
in reliance upon and in conformity with written information furnished to the
Company by such person expressly for use therein.


 


(b)           Indemnification by the Holders
and any Agents and Underwriters. The Company may require, as a condition to including any
Registrable Securities in any registration statement filed pursuant to Section
2(b) hereof and to entering into any underwriting agreement with respect
thereto, that the Company shall have received an undertaking reasonably
satisfactory to it from the Electing Holder of such Registrable Securities and
from each underwriter named in any such underwriting agreement, severally and
not jointly, to (i) indemnify and hold harmless the Company,
the Guarantor, and all other holders of Registrable Securities, against any
losses, claims, damages or liabilities to which the Company,
the Guarantor or such other holders of Registrable Securities may become
subject, under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon an untrue statement or alleged untrue statement of a material fact
contained in such registration statement, or any preliminary, final or summary
prospectus contained therein or furnished by the Company to any such Electing
Holder, agent or underwriter, or any amendment or supplement thereto, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading, in each case to the extent, but only to the extent,
that such untrue statement or alleged untrue statement or omission or alleged
omission was made in reliance upon and in conformity with written information
furnished to the Company by such Electing Holder or underwriter expressly for
use therein, and (ii) reimburse the Company and the Guarantor for any legal or
other expenses reasonably incurred by the Company and the Guarantor in
connection with investigating or defending any such action or claim as such
expenses are incurred; provided, however,
that no such Electing Holder shall be required to undertake liability to any
person under this Section 6(b) for any amounts in excess of the dollar amount
of the proceeds to be received by such Electing Holder from the sale of such
Electing Holder’s Registrable Securities pursuant to such registration.


 


(c)           Notices of Claims, Etc. Promptly after receipt by an indemnified party under
subsection (a) or (b) above of written notice of the commencement of any
action, such indemnified party shall, if a claim in respect thereof is to be
made against an indemnifying party pursuant to the indemnification provisions
of or contemplated by this Section 6, notify such indemnifying party in writing
of the commencement of such action; but the omission so to notify the
indemnifying party shall not relieve it from any liability which it may have to
any indemnified party otherwise than under the indemnification provisions of or
contemplated by Section 6(a) or 6(b) hereof. In case any such action shall be
brought against any indemnified party and it shall notify an indemnifying party
of the commencement thereof, such indemnifying party shall be entitled to
participate therein and, to the extent that it shall


 


18

















 


wish, jointly with any other indemnifying party similarly
notified, to assume the defense thereof, with counsel reasonably satisfactory
to such indemnified party (who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying party), and, after notice
from the indemnifying party to such indemnified party of its election so to
assume the defense thereof, such indemnifying party shall not be liable to such
indemnified party for any legal expenses of other counsel or any other
expenses, in each case subsequently incurred by such indemnified party, in
connection with the defense thereof other than reasonable costs of
investigation. No indemnifying party shall, without the written consent of the
indemnified party, effect the settlement or compromise of, or consent to the
entry of any judgment with respect to, any pending or threatened action or
claim in respect of which indemnification or contribution may be sought
hereunder (whether or not the indemnified party is an actual or potential party
to such action or claim) unless such settlement, compromise or judgment
(i) includes an unconditional release of the indemnified party from all
liability arising out of such action or claim and (ii) does not include a
statement as to or an admission of fault, culpability or a failure to act by or
on behalf of any indemnified party.


 


(d)           Contribution. If for any reason the indemnification provisions
contemplated by Section 6(a) or Section 6(b) are unavailable to or insufficient
to hold harmless an indemnified party in respect of any losses, claims, damages
or liabilities (or actions in respect thereof) referred to therein, then each
indemnifying party shall contribute to the amount paid or payable by such
indemnified party as a result of such losses, claims, damages or liabilities
(or actions in respect thereof) in such proportion as is appropriate to reflect
the relative fault of the indemnifying party and the indemnified party in
connection with the statements or omissions which resulted in such losses,
claims, damages or liabilities (or actions in respect thereof), as well as any
other relevant equitable considerations. The relative fault of such
indemnifying party and indemnified party shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a
material fact or omission or alleged omission to state a material fact relates
to information supplied by such indemnifying party or by such indemnified party,
and the parties’ relative intent, knowledge, access to information and
opportunity to correct or prevent such statement or omission. The parties
hereto agree that it would not be just and equitable if contributions pursuant
to this Section 6(d) were determined by pro rata allocation (even if the
holders or any agents or underwriters or all of them were treated as one entity
for such purpose) or by any other method of allocation which does not take
account of the equitable considerations referred to in this Section 6(d). The
amount paid or payable by an indemnified party as a result of the losses,
claims, damages, or liabilities (or actions in respect thereof) referred to
above shall be deemed to include any legal or other fees or expenses reasonably
incurred by such indemnified party in connection with investigating or
defending any such action or claim. Notwithstanding the provisions of this
Section 6(d), no holder shall be required to contribute any amount in excess of
the amount by which the dollar amount of the proceeds received by such holder
from the sale of any Registrable Securities (after deducting any fees,
discounts and commissions applicable thereto) exceeds the amount of any damages
which such holder has otherwise been required to pay by reason of such untrue
or alleged untrue statement or omission or alleged omission, and no underwriter
shall be required to contribute any amount in excess of the amount by which the
total price at which the Registrable Securities underwritten by it and distributed
to the public were offered to the public exceeds the amount of any damages
which such underwriter has otherwise been required to pay by reason of such
untrue or alleged untrue statement or omission or alleged omission. No person
guilty of fraudulent


 


19

















 


misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The holders’ and any
underwriters’ obligations in this Section 6(d) to contribute shall be several
in proportion to the principal amount of Registrable Securities registered or
underwritten, as the case may be, by them and not joint.


 


(e)           The obligations of the Company and the Guarantor under
this Section 6 shall be in addition to any liability which the Company or the
Guarantor may otherwise have and shall extend, upon the same terms and
conditions, to each officer, director and partner of each holder, agent and
underwriter and each person, if any, who controls any holder, agent or
underwriter within the meaning of the Securities Act; and the obligations of
the holders and any agents or underwriters contemplated by this Section 6 shall
be in addition to any liability which the respective holder, agent or
underwriter may otherwise have and shall extend, upon the same terms and
conditions, to each officer and director of the Company or the Guarantor
(including any person who, with his consent, is named in any registration statement
as about to become a director of the Company or the Guarantor) and to each
person, if any, who controls the Company within the meaning of the Securities
Act.


 


7.             Underwritten Offerings.


 


(a)           Selection of Underwriters. If any of the Registrable Securities covered by the
Shelf Registration are to be sold pursuant to an underwritten offering, the
managing underwriter or underwriters thereof shall be designated by Electing
Holders holding at least a majority in aggregate principal amount of the
Registrable Securities to be included in such offering, provided that such
designated managing underwriter or underwriters is or are acceptable to the
Company.


 


(b)           Participation by Holders. Each holder of Registrable Securities hereby agrees with
each other such holder that no such holder may participate in any underwritten
offering hereunder unless such holder (i) agrees to sell such holder’s
Registrable Securities on the basis provided in any underwriting arrangements
approved by the persons entitled hereunder to approve such arrangements and
(ii) completes and executes all questionnaires, powers of attorney,
indemnities, underwriting agreements and other documents reasonably required
under the terms of such underwriting arrangements.


 


8.             Rule 144.


 


The Company covenants to
the holders of Registrable Securities that to the extent it shall be required
to do so under the Exchange Act, the Company shall timely file the reports
required to be filed by it under the Exchange Act or the Securities Act
(including the reports under Section 13 and 15(d) of the Exchange Act referred
to in subparagraph (c)(1) of Rule 144 adopted by the Commission under the
Securities Act) and the rules and regulations adopted by the Commission
thereunder, all to the extent required from time to time to enable such holder
to sell Registrable Securities without registration under the Securities Act
within the limitations of the exemption provided by Rule 144 under the
Securities Act, as such Rule may be amended from time to time, or any similar
or successor rule or regulation hereafter adopted by the Commission. Upon the
request of any holder of Registrable Securities in connection with that holder’s
sale pursuant to Rule 144, the Company shall deliver to such holder a
written statement as to whether it has complied with such requirements.


 


20

















 


9.             Miscellaneous.


 


(a)           No Inconsistent Agreements. The Company represents, warrants, covenants and agrees
that it has not granted, and shall not grant, registration rights with respect
to Registrable Securities or any other securities which would be inconsistent
with the terms contained in this Exchange and Registration Rights Agreement.


 


(b)           Specific Performance. The parties hereto acknowledge that there would be no
adequate remedy at law if the Company fails to perform any of its obligations
hereunder and that the Purchasers and the holders from time to time of the
Registrable Securities may be irreparably harmed by any such failure, and
accordingly agree that the Purchasers and such holders, in addition to any
other remedy to which they may be entitled at law or in equity, shall be
entitled to compel specific performance of the obligations of the Company under
this Exchange and Registration Rights Agreement in accordance with the terms
and conditions of this Exchange and Registration Rights Agreement, in any court
of the United States or any State thereof having jurisdiction.


 


(c)           Notices. All notices, requests, claims, demands, waivers and other
communications hereunder shall be in writing and shall be deemed to have been
duly given when delivered by hand, if delivered personally or by courier, or
three days after being deposited in the mail (registered or certified mail,
postage prepaid, return receipt requested) as follows: If to the Company, to it
at 1050 Westlakes Drive, Berwyn, PA 19312, Attention: Treasurer, and if to a
holder, to the address of such holder set forth in the security register or
other records of the Company, or to such other address as the Company or any
such holder may have furnished to the other in writing in accordance herewith,
except that notices of change of address shall be effective only upon receipt.


 


(d)           Parties in Interest. All the terms and provisions of this Exchange and
Registration Rights Agreement shall be binding upon, shall inure to the benefit
of and shall be enforceable by the parties hereto and the holders from time to
time of the Registrable Securities and the respective successors and assigns of
the parties hereto and such holders. In the event that any transferee of any
holder of Registrable Securities shall acquire Registrable Securities, in any
manner, whether by gift, bequest, purchase, operation of law or otherwise, such
transferee shall, without any further writing or action of any kind, be deemed
a beneficiary hereof for all purposes and such Registrable Securities shall be
held subject to all of the terms of this Exchange and Registration Rights
Agreement, and by taking and holding such Registrable Securities such transferee
shall be entitled to receive the benefits of, and be conclusively deemed to
have agreed to be bound by all of the applicable terms and provisions of this
Exchange and Registration Rights Agreement. If the Company shall so request,
any such successor, assign or transferee shall agree in writing to acquire and
hold the Registrable Securities subject to all of the applicable terms hereof.


 


(e)           Survival. The respective indemnities, agreements, representations,
warranties and each other provision set forth in this Exchange and Registration
Rights Agreement or made pursuant hereto shall remain in full force and effect
regardless of any investigation (or statement as to the results thereof) made
by or on behalf of any holder of Registrable Securities, any director, officer
or partner of such holder, any agent or underwriter or any director, officer or
partner thereof, or any controlling person of any of the foregoing, and shall
survive delivery of and payment for the Registrable Securities pursuant to the


 


21

















 


Purchase Agreement and the transfer and registration of
Registrable Securities by such holder and the consummation of an Exchange
Offer.


 


(f)            Governing Law. This Exchange and Registration Rights Agreement shall be
governed by and construed in accordance with the laws of the State of New York.


 


(g)           Headings. The descriptive headings of the several Sections and
paragraphs of this Exchange and Registration Rights Agreement are inserted for
convenience only, do not constitute a part of this Exchange and Registration
Rights Agreement and shall not affect in any way the meaning or interpretation
of this Exchange and Registration Rights Agreement.


 


(h)           Entire Agreement; Amendments. This Exchange and Registration Rights Agreement and the
other writings referred to herein (including the Indenture and the form of
Securities) or delivered pursuant hereto which form a part hereof contain the
entire understanding of the parties with respect to its subject matter. This
Exchange and Registration Rights Agreement supersedes all prior agreements and
understandings between the parties with respect to its subject matter. This
Exchange and Registration Rights Agreement may be amended and the observance of
any term of this Exchange and Registration Rights Agreement may be waived
(either generally or in a particular instance and either retroactively or
prospectively) only by a written instrument duly executed by the Company and
the holders of at least a majority in aggregate principal amount of the
Registrable Securities at the time outstanding. Each holder of any Registrable
Securities at the time or thereafter outstanding shall be bound by any
amendment or waiver effected pursuant to this Section 9(h), whether or not any
notice, writing or marking indicating such amendment or waiver appears on such
Registrable Securities or is delivered to such holder.


 


(i)            Inspection. For so long as this Exchange and Registration Rights
Agreement shall be in effect, this Exchange and Registration Rights Agreement
and a complete list of the names and addresses of all the holders of
Registrable Securities shall be made available for inspection and copying on
any business day by any holder of Registrable Securities for proper purposes
only (which shall include any purpose related to the rights of the holders of
Registrable Securities under the Securities, the Indenture and this Agreement)
at the offices of the Company at the address thereof set forth in Section 9(c)
above and at the office of the Trustee under the Indenture.


 


(j)            Counterparts. This agreement may be executed by the parties in
counterparts, each of which shall be deemed to be an original, but all such
respective counterparts shall together constitute one and the same instrument.


 


22

















 


If the foregoing is in
accordance with your understanding, please sign and return to us eight
counterparts hereof, and upon the acceptance hereof by you, on behalf of each
of the Purchasers, this letter and such acceptance hereof shall constitute a
binding agreement among each of the Purchasers, the
Guarantor and the Company. It is understood that your acceptance of this letter
on behalf of each of the Purchasers is pursuant to the authority set forth in a
form of Agreement among Purchasers, the form of which shall be submitted to the
Company for examination upon request, but without warranty on your part as to
the authority of the signers thereof.


 


	
   

  	
  Very truly yours,

  
	
   

  	
   

  	
   

  
	
   

  	
  Tyco
  Electronics Group S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mario Calastri

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Mario Calastri

  
	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Tyco Electronics Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Terrence R. Curtin

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  Terrence R. Curtin

  
	
   

  	
   

  	
  Title: 

  	
  Executive Vice
  President and 

  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Accepted as of the date
  hereof:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Goldman, Sachs &
  Co.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Goldman, Sachs
  & Co.

  	
   

  	
   

  	
   

  
	
   

  	
  (Goldman, Sachs & Co.)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  UBS Securities LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ John Dougherty

  	
   

  	
   

  	
   

  
	
   

  	
  Name: John Dougherty

  	
   

  	
   

  
	
   

  	
  Title: Executive
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Spencer Haimes

  	
   

  	
   

  	
   

  
	
   

  	
  Name: Spencer Haimes

  	
   

  	
   

  
	
   

  	
  Title: Executive
  Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  On behalf of each of the Purchasers

  	
   

  	
   

  
									



 


23














Exhibit A


 


Tyco
Electronics Group S.A.


 


INSTRUCTION
TO DTC PARTICIPANTS


 


(Date of
Mailing)


 


URGENT -
IMMEDIATE ATTENTION REQUESTED


 


DEADLINE FOR RESPONSE:  [DATE]  *


 


The
Depository Trust Company (“DTC”) has identified you as a DTC Participant
through which beneficial interests in Tyco Electronics Group S.A. (the “Company”)
U.S. $800,000,000 6.000% Senior Notes due 2012, U.S. $750,000,000 6.550% Senior
Notes due 2017 and U.S. $500,000,000 7.125% Senior Notes due 2037 (collectively
the “Securities”) are held.


 


The
Company is in the process of registering the Securities under the Securities
Act of 1933 for resale by the beneficial owners thereof. In order to have their
Securities included in the registration statement, beneficial owners must
complete and return the enclosed Notice of Registration Statement and Selling
Securityholder Questionnaire.


 


It
is important that beneficial owners of the Securities receive a copy of the
enclosed materials as soon as possible as their rights to have the Securities included in the
registration statement depend upon their returning the Notice and Questionnaire
by [Deadline For Response]. Please forward
a copy of the enclosed documents to each beneficial owner that holds interests
in the Securities through you. If you require more copies of the enclosed
materials or have any questions pertaining to this matter, please contact:  Tyco Electronics Group S.A., 96 Pitts Bay
Road, Second Floor, Pembroke HM 08, Bermuda (Telephone: (441) 292-8674).


 






*Not less than 28
calendar days from date of mailing.


 


A-1

















 


Tyco
Electronics Group S.A.


 


Notice
of Registration Statement

and

Selling Securityholder Questionnaire


 


(Date)


 


Reference
is hereby made to the Exchange and Registration Rights Agreement (the “Exchange
and Registration Rights Agreement”) between Tyco Electronics Group S.A. (the “Company”)
and the Purchasers named therein. Pursuant to the Exchange and Registration
Rights Agreement, the Company has filed with the United States Securities and
Exchange Commission (the “Commission”) a registration statement on Form [       ] (the “Shelf Registration Statement”) for the registration
and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities
Act”), of the Company’s U.S. $800,000,000 6.000% Senior Notes due 2012, U.S. $750,000,000
6.550% Senior Notes due 2017 and U.S. $500,000,000 7.125% Senior Notes due 2037
(collectively, the “Securities”). A copy of the Exchange and Registration
Rights Agreement is attached hereto. All capitalized terms not otherwise
defined herein shall have the meanings ascribed thereto in the Exchange and
Registration Rights Agreement.


 


Each
beneficial owner of Registrable Securities (as defined below) is entitled to
have the Registrable Securities beneficially owned by it included in the Shelf
Registration Statement. In order to have Registrable Securities included in the
Shelf Registration Statement, this Notice of Registration Statement and Selling
Securityholder Questionnaire (“Notice and Questionnaire”) must be completed,
executed and delivered to the Company’s counsel at the address set forth herein
for receipt ON OR BEFORE [Deadline for Response].
Beneficial owners of Registrable Securities who do not complete, execute and
return this Notice and Questionnaire by such date (i) will not be named as
selling securityholders in the Shelf Registration Statement and (ii) may
not use the Prospectus forming a part thereof for resales of Registrable
Securities.


 


Certain
legal consequences arise from being named as a selling securityholder in the
Shelf Registration Statement and related Prospectus. Accordingly, holders and
beneficial owners of Registrable Securities are advised to consult their own
securities law counsel regarding the consequences of being named or not being
named as a selling securityholder in the Shelf Registration Statement and
related Prospectus.


 


The
term “Registrable Securities” is defined in the Exchange and
Registration Rights Agreement.


 


A-2

















 


ELECTION


 


The
undersigned holder (the “Selling Securityholder”) of Registrable Securities
hereby elects to include in the Shelf Registration Statement the Registrable
Securities beneficially owned by it and listed below in Item (3). The undersigned,
by signing and returning this Notice and Questionnaire, agrees to be bound with
respect to such Registrable Securities by the terms and conditions of this
Notice and Questionnaire and the Exchange and Registration Rights Agreement,
including, without limitation, Section 6 of the Exchange and Registration
Rights Agreement, as if the undersigned Selling Securityholder were an original
party thereto.


 


Upon
any sale of Registrable Securities pursuant to the Shelf Registration
Statement, the Selling Securityholder will be required to deliver to the
Company and Trustee the Notice of Transfer set forth as Exhibit B to the
Exchange and Registration Rights Agreement.


 


The
Selling Securityholder hereby provides the following information to the Company
and represents and warrants that such information is accurate and complete:


 


A-3

















 


QUESTIONNAIRE


 


	
  (1)

  	
  (a)

  	
  Full
  Legal Name of Selling Securityholder:

  
	
   

  	
   

  	
   

  
	
   

  	
  (b)

  	
  Full
  Legal Name of Registered Holder (if not the same as in (a) above) of
  Registrable Securities Listed in Item (3) below:

  
	
   

  	
   

  	
   

  
	
   

  	
  (c)

  	
  Full
  Legal Name of DTC Participant (if applicable and if not the same as (b)
  above) Through Which Registrable Securities Listed in Item (3) below are
  Held:

  
	
   

  	
   

  	
   

  
	
  (2)

  	
   

  	
  Address
  for Notices to Selling Securityholder:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone:

  
	
   

  	
   

  	
  Fax:

  
	
   

  	
   

  	
  Contact
  Person:

  
	
   

  	
   

  	
   

  
	
  (3)

  	
   

  	
  Beneficial
  Ownership of Securities:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except as
  set forth below in this Item (3), the undersigned does not beneficially
  own any Securities.

  
	
   

  	
   

  	
   

  
	
  (a)

  	
   

  	
  Principal
  amount of Registrable Securities beneficially owned:

  
	
   

  	
   

  	
  CUSIP
  No(s). of such Registrable Securities:

  
	
   

  	
   

  	
   

  
	
  (b)

  	
   

  	
  Principal
  amount of Securities other than Registrable Securities beneficially owned:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP
  No(s). of such other Securities:

  
	
   

  	
   

  	
   

  
	
  (c)

  	
   

  	
  Principal
  amount of Registrable Securities which the undersigned wishes to be included
  in the Shelf Registration Statement:

  
	
   

  	
   

  	
  CUSIP
  No(s). of such Registrable Securities to be included in the Shelf
  Registration Statement:

  
	
   

  	
   

  	
   

  
	
  (4)

  	
   

  	
  Beneficial
  Ownership of Other Securities of the Company:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except as
  set forth below in this Item (4), the undersigned Selling Securityholder
  is not the beneficial or registered owner of any other securities of the
  Company, other than the Securities listed above in Item (3).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  State
  any exceptions here:

  



 


A-4

















 


	
  (5)

  	
   

  	
  Relationships
  with the Company:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except as
  set forth below, neither the Selling Securityholder nor any of its
  affiliates, officers, directors or principal equity holders (5% or more) has
  held any position or office or has had any other material relationship with
  the Company (or its predecessors or affiliates) during the past three years.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  State
  any exceptions here:

  
	
   

  	
   

  	
   

  
	
  (6)

  	
   

  	
  Plan
  of Distribution:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Except as
  set forth below, the undersigned Selling Securityholder intends to distribute
  the Registrable Securities listed above in Item (3) only as follows (if at
  all): Such Registrable Securities may be sold from time to time directly by
  the undersigned Selling Securityholder or, alternatively, through
  underwriters, broker-dealers or agents. Such Registrable Securities may be
  sold in one or more transactions at fixed prices, at prevailing market prices
  at the time of sale, at varying prices determined at the time of sale, or at
  negotiated prices. Such sales may be effected in transactions (which may
  involve crosses or block transactions) (i) on any national securities
  exchange or quotation service on which the Registered Securities may be
  listed or quoted at the time of sale, (ii) in the over-the-counter market,
  (iii) in transactions otherwise than on such exchanges or services or in the
  over-the-counter market, or (iv) through the writing of options. In
  connection with sales of the Registrable Securities or otherwise, the Selling
  Securityholder may enter into hedging transactions with broker-dealers, which
  may in turn engage in short sales of the Registrable Securities in the course
  of hedging the positions they assume. The Selling Securityholder may also
  sell Registrable Securities short and deliver Registrable Securities to close
  out such short positions, or loan or pledge Registrable Securities to
  broker-dealers that in turn may sell such securities.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  State
  any exceptions here:

  



 


By
signing below, the Selling Securityholder acknowledges that it understands its
obligation to comply, and agrees that it will comply, with the provisions of
the Exchange Act and the rules and regulations thereunder, particularly
Regulation M.


 


In
the event that the Selling Securityholder transfers all or any portion of the
Registrable Securities listed in Item (3) above after the date on which
such information is provided to the Company, the Selling Securityholder agrees
to notify the transferee(s) at the time of the transfer of its rights and
obligations under this Notice and Questionnaire and the Exchange and
Registration Rights Agreement.


 


By
signing below, the Selling Securityholder consents to the disclosure of the
information contained herein in its answers to Items (1) through (6) above
and the inclusion of such information in the Shelf Registration Statement and
related Prospectus. The Selling Securityholder understands that such
information will be relied upon by the Company in connection with the
preparation of the Shelf Registration Statement and related Prospectus.


 


A-5

















 


In
accordance with the Selling Securityholder’s obligation under Section 3(d)
of the Exchange and Registration Rights Agreement to provide such information
as may be required by law for inclusion in the Shelf Registration Statement,
the Selling Securityholder agrees to promptly notify the Company of any
inaccuracies or changes in the information provided herein which may occur
subsequent to the date hereof at any time while the Shelf Registration
Statement remains in effect. All notices hereunder and pursuant to the Exchange
and Registration Rights Agreement shall be made in writing, by hand-delivery,
first-class mail, or air courier guaranteeing overnight delivery as follows:


 


	
  (i)

  	
  To the Company and the
  Guarantor:

  
	
   

  	
   

  
	
   

  	
   

  	
  Tyco
  Electronics Group S.A.,

  
	
   

  	
   

  	
  96
  Pitts Bay Road, Second Floor

  
	
   

  	
   

  	
  Pembroke
  HM 08, Bermuda

  
	
   

  	
   

  	
  Telephone:
  (441) 292-8674.

  
	
   

  	
   

  	
   

  
	
  (ii)

  	
  With a copy to:

  
	
   

  	
   

  	
  Steven
  R. Finley

  
	
   

  	
   

  	
  Sean
  P. Griffiths

  
	
   

  	
   

  	
  Gibson,
  Dunn & Crutcher LLP

  
	
   

  	
   

  	
  200
  Park Avenue

  
	
   

  	
   

  	
  New
  York, New York 10166-0193

  
	
   

  	
   

  	
  Telephone:
  (212) 351-4000

  
	
   

  	
   

  	
  Fax:
  (212) 351-4035

  



 


Once
this Notice and Questionnaire is executed by the Selling Securityholder and
received by the Company’s counsel, the terms of this Notice and Questionnaire,
and the representations and warranties contained herein, shall be binding on,
shall inure to the benefit of and shall be enforceable by the respective
successors, heirs, personal representatives, and assigns of the Company and the
Selling Securityholder (with respect to the Registrable Securities beneficially
owned by such Selling Securityholder and listed in Item (3) above. This
Agreement shall be governed in all respects by the laws of the State of New
York.


 


A-6

















 


IN
WITNESS WHEREOF, the undersigned, by authority duly given, has caused this
Notice and Questionnaire to be executed and delivered either in person or by
its duly authorized agent.


 


	
  Dated:

  	
   

  	
   

  
	
   

  
	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Selling
  Securityholder

  
	
   

  	
  (Print/type
  full legal name of beneficial owner of Registrable Securities)

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
						



 


PLEASE
RETURN THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRE FOR RECEIPT ON OR
BEFORE [DEADLINE FOR RESPONSE] TO THE COMPANY’S
COUNSEL AT:


 


Steven R. Finley


Sean P. Griffiths


Gibson, Dunn & Crutcher
LLP


200 Park Avenue


New York, New York
10166-0193


Telephone: (212) 351-4000


Fax: (212) 351-4035


 


A-7

















 


Exhibit B


 


NOTICE
OF TRANSFER PURSUANT TO REGISTRATION STATEMENT


 


Deutsche
Bank Trust Company Americas


Tyco
Electronics Group S.A.


c/o
Deutsche Bank Trust Company Americas


[Address of
Trustee]


 


Attention:  Trust Officer


 


Re:                               Tyco Electronics Group S.A. (the “Company”)

U.S. $800,000,000 6.000% Senior Notes due 2012, U.S. $750,000,000 6.550%

Senior Notes due 2017 and U.S. $500,000,000 7.125% Senior Notes due 2037


 


Dear
Sirs:


 


Please
be advised that                                            has
transferred $                                         aggregate
principal amount of the above-referenced Notes pursuant to an effective
Registration Statement on Form [           ] (File No. 333-              )
filed by the Company.


 


We
hereby certify that the prospectus delivery requirements, if any, of the
Securities Act of 1933, as amended, have been satisfied and that the
above-named beneficial owner of the Notes is named as a “Selling Holder” in the
Prospectus dated [date] or in supplements thereto,
and that the aggregate principal amount of the Notes transferred are the Notes
listed in such Prospectus opposite such owner’s name.


 


	
  Dated:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Very
  truly yours,

  
	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Name)

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  (Authorized
  Signature)

  



 


B-1