EXHIBIT 4.1(d)


 




 





TYCO ELECTRONICS GROUP S.A.,


as Issuer


 


 


AND


 


 


TYCO ELECTRONICS LTD.,


as Guarantor


 


 


AND


 


 


DEUTSCHE BANK TRUST

COMPANY AMERICAS,


as Trustee


 


 


THIRD SUPPLEMENTAL INDENTURE

Dated as of September 25, 2007


 


$500,000,000 of 7.125% Senior Notes due 2037




 





 

















 


THIS THIRD SUPPLEMENTAL INDENTURE is dated as of September 25, 2007
among TYCO ELECTRONICS GROUP S.A., a Luxembourg company (the “Company”), TYCO ELECTRONICS LTD., a Bermuda
company (“Parent”), and DEUTSCHE
BANK TRUST COMPANY AMERICAS, a New York banking corporation (the “Trustee”).


 


RECITALS


 


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


 


B.            Pursuant to Board
Resolution, the Company has authorized the issuance of the $500,000,000
principal amount of 7.125% Senior Notes due 2037 (the “Offered Securities”).


 


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


 


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


 


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


 


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


 


ARTICLE I


 


Section 1.1.                                   Terms
of Offered Securities.


 


The following terms relate to the Offered Securities:


 


(1)           The Offered
Securities constitute a series of securities having the title “7.125% Senior
Notes due 2037”.


 


(2)           The initial
aggregate principal amount of the Offered Securities that may be authenticated
and delivered under the Base Indenture (except for Offered Securities
authenticated and delivered upon registration of, transfer of, or in exchange
for, or in lieu of, other Offered Securities pursuant to Section 2.05, 2.06,
2.07, 2.11, or 3.03) is $500,000,000.


 


(3)           The entire
Outstanding principal of the Offered Securities shall be payable on October 1,
2037.


 

















 


(4)           (A)          The rate at which the Offered
Securities shall bear interest initially shall be 7.125% per year (the “Original Interest Rate”) plus Special Interest, if any,
payable pursuant to the Exchange and Registration Rights Agreement and as set
forth in the Offered Securities, and shall be subject to adjustments as
provided in Section 1.1(4)(B). The date from which interest shall accrue on the
Offered Securities shall be September 25, 2007, or the most recent Interest
Payment Date to which interest has been paid or provided for. The Interest
Payment Dates for the Offered Securities shall be April 1 and October 1 of each
year, beginning April 1, 2008. Interest shall be payable on each Interest
Payment Date to the holders of record at the close of business on the March 16
and September 15 prior to each Interest Payment Date (a “regular record date”). The basis upon which
interest shall be calculated shall be that of a 360-day year consisting of
twelve 30-day months.


 


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


 


Rating
Agency


 


	
  Moody’s

  	
   

  	
  S&P

  	
   

  	
  Fitch

  	
   

  	
  Percentage

  	
   

  
	
  Ba1

  	
   

  	
  BB+

  	
   

  	
  BB+

  	
   

  	
  0.25

  	
  %

  
	
  Ba2

  	
   

  	
  BB

  	
   

  	
  BB

  	
   

  	
  0.50

  	
  %

  
	
  Ba3

  	
   

  	
  BB-

  	
   

  	
  BB-

  	
   

  	
  0.75

  	
  %

  
	
  B1 or below

  	
   

  	
  B or below

  	
   

  	
  B or below

  	
   

  	
  1.00

  	
  %

  



 


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


 


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


 


Third Supplemental Indenture


 


3

















 


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


 


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


 


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


 


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


 


(6)           (A)          The Offered Securities will be subject to
redemption at the option of the Company on any date (a “Redemption
Date”) prior to the maturity date, in whole or from time to time in
part, in $1,000 increments (provided that any remaining principal amount
thereof shall be at least the minimum authorized denomination thereof), at a redemption
price equal to the greater of (i) 100% of the principal amount of the Offered
Securities to be redeemed and (ii) as
determined by the Quotation Agent and delivered to the Trustee, the sum of the
present values of the remaining scheduled payments of principal and interest
thereon due on any date after the Redemption Date (based on the Original
Interest Rate and excluding the portion of interest that will be accrued and
unpaid to and including the Redemption Date) discounted from their scheduled date
of payment to the Redemption Date (assuming a 360-day year consisting of twelve
30-day months) at the Adjusted Redemption Treasury Rate plus 35 basis points
(such greater amount is referred to herein as the “Redemption
Price”), plus accrued and unpaid interest and Special Interest, if
any, thereon to the Redemption Date.


 


(B)           As used herein:


 


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


 


4

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


5

















 


Section 1.2                                      Additional
Defined Terms.


 


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


 


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


 


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


 


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


 


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


 


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


 


6

















 


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


 


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


 


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


 


“Exchange and Registration Rights Agreement” means the Exchange and
Registration Rights Agreement, dated as of September 25, 2007, between the
Company, Parent and the other parties named on the signature pages thereof,
relating to the Offered Securities, as such agreement may be amended or
supplemented from time to time and, with respect to any debt securities (other
than the Offered Securities) issued under this Indenture as part of the same
series as the Offered Securities, one or more registration rights agreements
among the Company, Parent and the other parties thereto, as such agreement(s)
may be amended or supplemented from time to time, relating to rights given by
the Company and Parent to the purchasers of such additional debt securities to
register such additional debt securities under the Securities Act.


 


7

















 


“Fitch” means Fitch Ratings Ltd.


 


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


 


“Indebtedness” means,
without duplication, the principal amount (such amount being the face amount
or, with respect to original issue discount bonds or zero coupon notes, bonds
or debentures or similar securities, determined based on the accreted amount as
of the date of the most recently prepared consolidated balance sheet of Parent
and its Subsidiaries as of the end of a fiscal quarter of Parent prepared in
accordance with United States generally accepted accounting principles as in
effect on the date of such consolidated balance sheet) of (i) all
obligations for borrowed money, (ii) all obligations evidenced by
debentures, notes or other similar instruments, (iii) all obligations in
respect of letters of credit or bankers acceptances or similar instruments or
reimbursement obligations with respect thereto (such instruments to constitute
Indebtedness only to the extent that the outstanding reimbursement obligations
in respect thereof are collateralized by cash or cash equivalents reflected as
assets on a balance sheet prepared in accordance with United States generally
accepted accounting principles), (iv) all obligations to pay the deferred
purchase price of property or services, except (A) trade and similar
accounts payable and accrued expenses, (B) employee compensation, deferred
compensation and pension obligations, and other obligations arising from
employee benefit programs and agreements or other similar employment
arrangements, (C) obligations in respect of customer advances received and
(D) obligations in connection with earnout and holdback agreements, in
each case in the ordinary course of business, (v) all obligations as
lessee to the extent capitalized in accordance with United States generally
accepted accounting principles and (vi) all Indebtedness of others
consolidated in such balance sheet that is guaranteed by the Company or any of
its Subsidiaries or for which the Company or any of its Subsidiaries is legally
responsible or liable (whether by agreement to purchase indebtedness of, or to
supply funds or to invest in, others).


 


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


 


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


 


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


 


“Principal Property” means
any U.S. manufacturing, processing or assembly plant or any U.S. warehouse or
distribution facility of the Parent or any of its Subsidiaries that is used by
any U.S. Subsidiary of the Company and (A) is owned by the Parent or any
Subsidiary of the Parent on the date hereof, (B) the initial construction of
which has been completed after the date


 


8

















 


hereof, or (C) is acquired
after the date hereof, in each case, other than any such plants, facilities,
warehouses or portions thereof, that in the opinion of the Board of Directors
of the Company, are not collectively of material importance to the total
business conducted by the Parent and its subsidiaries as an entirety, or that
has a net book value (excluding any capitalized interest expense), on the date
hereof in the case of clause (A) of this definition, on the date of completion
of the initial construction in the case of clause (B) of this definition or on
the date of acquisition in the case of clause (C) of this definition, of less
than the greater of $50,000,000 and 0.50% of Consolidated Tangible Assets on
the consolidated balance sheet of Parent and its subsidiaries as of the
applicable date.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


9

















 


Section 1.3.                                   Additional
Covenants.


 


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


 


(1)           Limitation on Liens.


 


The Company will not, and will not permit any Restricted Subsidiary to,
issue, assume or guarantee any Indebtedness that is secured by a mortgage,
pledge, security interest, lien or encumbrance (each a “lien”) upon any property that at the time
of such issuance, assumption or guarantee constitutes a Principal Property, and
the Company will not, and will not permit any U.S. Subsidiary that at the time
of such issuance, assumption or guarantee is a Qualifying Subsidiary to, issue,
assume or guarantee any Indebtedness that is secured by a lien upon such
Qualifying Subsidiary’s Accounts Receivables, or any shares of stock of or
Indebtedness issued by any such Restricted Subsidiary or such Qualifying
Subsidiary, whether now owned or hereafter acquired, in each case without
effectively providing that, for so long as such lien shall continue in
existence with respect to such secured Indebtedness, the Offered Securities
(together with, if the Company shall so determine, any other Indebtedness of
the Company ranking equally with the Offered Securities, it being understood
that for purposes hereof, Indebtedness which is secured by a lien and
Indebtedness which is not so secured shall not, solely by reason of such lien,
be deemed to be of different ranking) shall be equally and ratably secured by a
lien ranking ratably with or equal to (or at the Company’s option prior to)
such secured Indebtedness; provided, however, that the foregoing covenant shall
not apply to:


 


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


 


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


 


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


 


(d)           liens on any
Principal Property existing at the time of acquisition thereof by the Company
or any Restricted Subsidiary, or liens to secure the payment of the purchase
price of such Principal Property by the Company or any Restricted Subsidiary,
or to secure any Indebtedness incurred, assumed or guaranteed by the Company or
a Restricted Subsidiary for the purpose of financing all or any part of the
purchase price of such Principal Property or improvements or construction
thereon, which Indebtedness is incurred, assumed or guaranteed prior to, at the
time of or within one year after such acquisition (or in the case of real
property, completion of such improvement or construction or commencement of
full operation of such property, whichever is later); provided, however, that
in the case of any such acquisition, construction or improvement, 


 


10

















 


the lien shall not apply to any Principal
Property theretofore owned by the Company or a Restricted Subsidiary, other
than the Principal Property so acquired, constructed or improved (and
accessions thereto and improvements and replacements thereof and the proceeds
of the foregoing);


 


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


 


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


 


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


 


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


 


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


 


11

















 


materially impair the use of such assets in
the operation of the business of the Company or such subsidiary or the value of
such Principal Property or assets for the purposes of such business;


 


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


 


(k)           liens on (including
securitization programs with respect to) accounts receivable (including any
accounts receivable constituting or evidenced by chattel paper, instruments or
intangibles (as defined in the Uniform Commercial Code of the State of New
York) (i) existing at the time of acquisition thereof by the Company or any
U.S. Subsidiary or (ii) of a Person existing at the time such Person is merged
with or into or consolidated with or
acquired by the Company or any U.S. Subsidiary; provided that such liens were in existence, or granted or required
to be granted or otherwise attach pursuant to any agreement in existence, prior
to, and were not granted or such agreement was not entered into (as applicable)
in contemplation of, such acquisition, merger or consolidation and such liens
do not extend to any assets other than accounts receivable (including any
accounts receivable constituting or evidenced by chattel paper, instruments or
intangibles (as so defined) and rights (contractual and other) and collateral
related thereto and proceeds of the foregoing and any related deposit accounts
containing such proceeds;


 


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


 


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


 


(2)           Limitation on
Sale/Leaseback Transactions.


 


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


 


12

















 


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


 


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


 


(3)           Change of Control
Triggering Event.


 


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


 


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


 


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


 


(B)           that the Company is required to offer
to purchase all of the outstanding principal amount of Offered Securities, the
purchase price and, that on the date specified in such notice, which date shall
be no earlier than 30 days


 


13

















 


and no later than
60 days from the date such notice is mailed, other than as may be required
by law (the “Change of Control Payment Date”),the
Company shall repurchase the Offered Securities validly tendered and not
withdrawn pursuant to this Section 1.3(3);


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


14

















 


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


 


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


 


Section 1.4                                      Additional
Event of Default.


 


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


 


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


 


15

















 


ARTICLE II


 


MISCELLANEOUS


 


Section 2.1.                                   Definitions.


 


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


 


Section 2.2.                                   Confirmation
of Indenture.


 


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


 


Section 2.3.                                   Concerning
the Trustee.


 


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


 


Section 2.4.                                   Governing
Law.


 


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


 


Section 2.5.                                   Separability.


 


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


 


Section 2.6.                                   Counterparts.


 


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


 


16

















 


Section 2.7                                      No
Benefit.


 


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


 


17

















 


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


 


 


	
   

  	
   

  	
  TYCO ELECTRONICS GROUP S.A.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Mario Calastri

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Mario Calastri

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TYCO ELECTRONICS LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Terrence R. Curtin

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Terrence R. Curtin

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Executive Vice President and

  
	
   

  	
   

  	
   

  	
  Chief Financial Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS

  
	
   

  	
   

  	
  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Richard L. Buckwalter 

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Richard L. Buckwalter

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Carol Ng

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Carol Ng

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Vice President

  
							



 














EXHIBIT
A


FORM OF 7.125% SENIOR NOTES


 


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


 


7.125% SENIOR NOTES DUE 2037


 


	
  No. [      ]

  	
   

  	
  $[               ]      

  



CUSIP No.
[                 ]


 


TYCO ELECTRONICS GROUP S.A.


 


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


 


Interest Payment Dates: April 1 and October 1


 


Record Dates:  March 16 and
September 15


 


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


 


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


 


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


 


Date: 
[        ]


 


	
   

  	
  TYCO ELECTRONICS GROUP S.A.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name: 

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  [If second signature is applicable:]

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name: 

  
	
   

  	
  Title:

  



 


A-1

















 


CERTIFICATE OF AUTHENTICATION


 


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


 


	
   

  	
  DEUTSCHE BANK TRUST COMPANY 

  AMERICAS, as Trustee

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Authorized Signatory

  
	
   

  	
   

  
	
   

  	
  Dated: 

  	
  [        ]

  



 


A-2

















 


GUARANTEE


 


For value received, TYCO ELECTRONICS LTD. hereby absolutely,
unconditionally and irrevocably guarantees to the holder of this Security the
payment of principal of, premium, if any, and interest on, the Security upon
which this Guarantee is set forth in the amounts and at the time when due and
payable whether by declaration thereof or otherwise, and interest on the
overdue principal and interest, if any, of such Security, if lawful, to the
holder of such Security and the Trustee on behalf of the holders, all in
accordance with and subject to the terms and limitations of such Security and
Article XV of the Indenture.  This
Guarantee will not become effective until the Trustee or Authenticating Agent
duly executes the certificate of authentication on this Security.  This Guarantee shall be governed by and
construed in accordance with the laws of the State of New York, without regard
to conflict of law principles thereof.


 


	
  Dated: [        ]

  	
   

  
	
   

  	
   

  
	
   

  	
  TYCO ELECTRONICS LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
    Name:

  
	
   

  	
   

  	
    Title:

  



 


A-3

















 


Tyco Electronics Group S.A.


 


7.125% Senior Notes due 2037


 


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


 


1.  Interest.  The Company promises to pay
interest on the principal amount of this Security at an annual rate of 7.125%,
subject to adjustment as provided below. 
The Company will pay interest semi-annually on April 1 and October 1 of
each year (each such day, an “Interest Payment Date”).  If any Interest Payment Date, redemption date
or maturity date of this Security is not a Business Day, then payment of
interest or principal (and premium, if any) shall be made on the next
succeeding Business Day with the same force and effect as if made on the date
such payment was due, and no interest shall accrue for the period after such
date to the next succeeding Business Day. 
Interest on the Securities will accrue from the most recent date to
which interest has been paid or duly provided for or, if no interest has been
paid, from the date of issuance; provided that, if there is no existing Default
in the payment of interest, and if this Security is authenticated between a
regular record date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next succeeding Interest
Payment Date; and provided, further, that the first Interest Payment Date shall
be [        ].  Interest will be computed on the basis of a
360-day year of twelve 30-day months.  In
certain circumstances, liquidated damages may be payable as provided in Section
6.01 of the Indenture.  Any such
liquidated damages shall be payable in the same manner and on the same dates as
the stated interest payable on this Security.


 


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


 


The Holder of this Security is entitled to the benefits of the Exchange
and Registration Rights Agreement. 
Pursuant to the Exchange and Registration Rights Agreement, the Company 


 


A-4

















 


has agreed (i) to file the
Exchange Registration Statement (as defined in the Exchange and Registration
Rights Agreement) as soon as practicable, but no later than 210 days after the
Closing Date (as defined in the Exchange and Registration Rights Agreement),
(ii) to use its commercially reasonable efforts to cause such Exchange
Registration Statement to become effective under the Securities Act as soon as
practicable, but no later than 300 days after the Closing Date, and (iii) to
use its commercially reasonable efforts to commence and complete the Exchange
Offer (as defined in the Exchange and Registration Rights Agreement) 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 (as defined in the Exchange and Registration Rights Agreement) for
all Registrable Securities (as defined in the Exchange and Registration Rights
Agreement) that have been properly tendered and not withdrawn on or prior to
the expiration of the Exchange Offer.  If
(i) on or prior to the time the Exchange Offer is completed existing SEC
interpretations are changed such that debt securities or the related guarantee
received by holders other than Restricted Holders (as defined in the Exchange
and Registration Rights Agreement) in the Exchange Offer for Registrable
Securities (as defined in the Exchange and Registration Rights Agreement) are
not or would not be, upon receipt, transferable by each such holder without
restriction under the Securities Act, (ii) the Exchange Offer is not completed
within 345 days after the Closing Date or (iii) the Exchange Offer is not
available to any Holder, then, in each case, the Company is required to (a) as
soon as practicable but no later than 60 days after the time such obligation to
file arises, file a Shelf Registration Statement (as defined in the Exchange
and Registration Rights Agreement) and (b) use its commercially reasonable best
efforts to cause the Shelf Registration Statement to become or be declared
effective within 120 days after such Shelf Registration Statement is filed and
to keep such Shelf Registration Statement continuously effective until the
earlier of two years after the date as of which the Shelf Registration
Statement became or was declared effective or such time as there are no longer
any Registrable Securities outstanding. 
If (i) the Company fails to file the Exchange Registration Statement or
the Shelf Registration Statement on or before the date specified for such
filing, (ii) any of the Exchange Registration Statement or the Shelf
Registration Statement is not declared effective by the date specified for such
effectiveness, (iii) the Company fails to complete the Exchange Offer within 45
after the effectiveness target date with respect to the Exchange Registration
Statement, (iv) any of the Exchange Registration Statement or the Shelf
Registration Statement is declared effective but thereafter is withdrawn or ceases
to be effective due to a stop order issued pursuant to the Securities Act
suspending the effectiveness of such registration statement without being
succeeded by an additional registration statement filed and declared effective
or (v) the Company requires Holders to refrain from disposing of their Registrable
Securities under certain circumstances described in the Exchange and
Registration Rights Agreement and that suspension period exceeds 45 days in any
one instance or 90 days in the aggregate during any consecutive 12 month period
(each such event referred to in clauses (i) through (v), 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 certain exceptions, special interest
(“Special Interest”) shall accrue at a per annum rate of 0.25% for the first 90
days of the Registration Default Period and at a per annum rate of 0.50%
thereafter for the remaining portion of the Registration Default Period.


 


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


 


A-5

















 


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


 


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


 


4.  Indenture.  The terms of the Securities
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939 (“TIA”) as in effect on the date
the Indenture is qualified.  The
Securities are subject to all such terms, and Securityholders are referred to
the Indenture and TIA for a statement of such terms.  The Securities are unsecured general obligations
of the Company and constitute the series designated on the face hereof as the “7.125%
Senior Notes due 2037”, initially limited to $500,000,000 in aggregate
principal amount.  The Company will
furnish to any Securityholder upon written request and without charge a copy of
the Base Indenture and the Third Supplemental Indenture.  Requests may be made to: Tyco Electronics
Group S.A., 17, boulevard Grande-Duchesse Charlotte, L-1331 Luxembourg,
Attention: The Managing Directors.


 


5.  Optional Redemption.  The Securities
will be subject to redemption at the option of the Company on any date prior to
the maturity date, in whole or from time to time in part, in $1,000 increments
(provided that any remaining principal amount thereof shall be at least
the minimum authorized denomination thereof), on written notice given to the
Securityholders thereof not less than 30 days nor more than 90 days prior to
the date fixed for redemption in such notice (the “Redemption Date”), at a
redemption price equal to the greater of (i) 100% of the principal amount of
such Securities to be redeemed and (ii) as
determined by the Quotation Agent and delivered to the Trustee, the sum of the
present values of the remaining scheduled payments of principal and interest
thereon due on any date after the Redemption Date (based on the Original
Interest Rate and excluding the portion of interest that will be accrued and
unpaid to and including the Redemption Date) discounted from their scheduled
date of payment to the Redemption Date (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Redemption Treasury Rate plus 35
basis points (such greater amount
is referred to herein as the “Redemption Price”), plus, in either the case of
clause (i) or clause (ii), accrued and unpaid interest and Special Interest, if
any, thereon to the Redemption Date. 
This Security is also subject to redemption to the extent provided in
Article XIV of the Indenture.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


A-8

















 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


A-9

















 


ASSIGNMENT FORM


 


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


 


 


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


 


 


 


 


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


 


and irrevocably appoint


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


 


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  	
   

  
	
   

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

  Security)

  
	
   

  	
   

  
	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  	
   

  
								



 


A-10

















 


OPTION OF HOLDER TO ELECT PURCHASE


 


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


 


o  1.3(3) Change of Control Triggering Event


 


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


 


	
   

  	
  Date:  

  	
   

  	
   

  	
     Your Signature:

  
	
   

  	
  (Sign exactly as your name appears

  
	
   

  	
  on the other side of the Security)

  
	
   

  	
   

  
	
   

  	
   

  
	
  Tax I.D.
  number

  
	
   

  	
   

  
	
  Signature Guarantee:

  	
   

  	
   

  	
   

  
	
   

  	
  (Signature must be guaranteed by a

  participant in a recognized signature

  guarantee medallion program)