EXHIBIT
4.1(c)


 




 





TYCO ELECTRONICS GROUP S.A.,


as Issuer


 


AND


 


TYCO ELECTRONICS LTD.,


as Guarantor


 


AND


 


DEUTSCHE BANK TRUST

COMPANY AMERICAS,


as Trustee


 


 


SECOND SUPPLEMENTAL INDENTURE

Dated as of September 25, 2007


 


 


$750,000,000 of 6.550% Senior Notes due 2017


 


 




 

























 


THIS SECOND 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 $750,000,000
principal amount of 6.550% Senior Notes due 2017 (the “Offered Securities”).


 


C.            The
entry into this Second 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 Second 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 Second 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 “6.550% Senior
Notes due 2017”.


 


(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 $750,000,000.


 


(3)           The
entire Outstanding principal of the Offered Securities shall be payable on October
1, 2017.


 

















 


(4)           (A)          The rate at which the
Offered Securities shall bear interest initially shall be 6.550% 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.


 


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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 30 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


 


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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.


 


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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.


 


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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 Second
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 Second 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 Second
Supplemental Indenture, is in all respects ratified and confirmed, and the Base
Indenture, this Second 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 Second 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 Second 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 Second 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 Second 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 Second 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 Second Supplemental Indenture or
the Base Indenture.


 


17

















 


IN WITNESS WHEREOF, the parties hereto have caused this Second
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 6.550% SENIOR NOTES


 


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


 


6.550% SENIOR NOTES DUE 2017


 


	
  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.


 


6.550% Senior Notes due 2017


 


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 Second Supplemental Indenture, dated as of September 25,
2007 (the “Second Supplemental Indenture”), by and among the Company, Parent
and the Trustee. The Base Indenture as supplemented and amended by the Second
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 Second Supplemental Indenture, as applicable.


 


1. Interest.  The Company promises to pay interest on
the principal amount of this Security at an annual rate of 6.550%, 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 “6.550% Senior Notes
due 2017”, initially limited to $750,000,000 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 Second 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 30 basis
points (such greater amount is referred to herein as the “Redemption
Price”), plus, in either the case of clause (i) or clause (ii), accrued and
unpaid interest and Special Interest, if any, thereon to the Redemption Date. This
Security is also subject to redemption to the extent provided in Article XIV of
the Indenture.


 


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


 


A-6

















 


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
Second 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 Second 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 Second 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)