Exhibit 4.3


 


$1,000,000,000


 


TYCO
INTERNATIONAL GROUP, S.A.


 


6%
NOTES DUE 2013


 


GUARANTEED
BY


 


TYCO
INTERNATIONAL LTD.


 


 


REGISTRATION
RIGHTS AGREEMENT


 


November 12,
2003


 

















 


REGISTRATION
RIGHTS AGREEMENT


 


This Registration Rights
Agreement (the “Agreement”) is made and entered into this 6th
day of November, 2003 among Tyco International Group S.A., a Luxembourg company
(the “Company”), Tyco International Ltd., a Bermuda company (the “Guarantor”)
and the Initial Purchasers (as defined below).


 


This Agreement is made
pursuant to the Purchase Agreement dated November 6, 2003 (the “Purchase
Agreement”) among the Company, the Guarantor and the several purchasers
named in Schedule I thereto (each, an “Initial Purchaser”
and, collectively, the “Initial Purchasers”), which provides for the
sale by the Company to the Initial Purchasers of $1,000,000,000 aggregate
principal amount of the Company’s 6% Notes due 2013, fully and unconditionally
guaranteed by the Guarantor (the “Securities”).  In order to induce the Initial Purchasers to
enter into the Purchase Agreement, the Company and the Guarantor have agreed to
provide to the Initial Purchasers and their respective direct and indirect
transferees the registration rights set forth in this Agreement.  The execution of this Agreement is a
condition to the closing under the Purchase Agreement.


 


In consideration of the
foregoing, the parties hereto agree as follows:


 


1.                                       Definitions.


 


As used in this Agreement,
the following capitalized defined terms shall have the following meanings:


 


“1933
Act” shall mean the United States Securities Act of 1933, as amended from time
to time.


 


“1934
Act” shall mean the United States Securities Exchange Act of l934, as amended
from time to time.


 


“Additional
Interest” shall have the meaning set forth in Section 2.5 hereof.


 


“Closing
Date” shall have the meaning set forth in the Purchase Agreement.


 


“Company”
shall have the meaning set forth in the preamble and shall also include the
Company’s successors.


 


“Depositary”
shall mean The Depository Trust Company, or any other depositary appointed by
the Company, provided, however, that such depositary must have an
address in the Borough of Manhattan, in The City of New York.


 


“Exchange
Offer” shall mean the exchange offer by the Company of Exchange Securities for
Registrable Securities pursuant to Section 2.1 hereof.


 

















 


“Exchange
Offer Registration Statement” shall mean an exchange offer registration
statement on Form S-4 (or, if applicable, on another appropriate form), and all
amendments and supplements to such registration statement, including the
Prospectus contained therein, all exhibits thereto and all documents
incorporated by reference therein.


 


“Exchange
Period” shall have the meaning set forth in Section 2.1 hereof.


 


“Exchange
Securities” shall mean (i) the notes issued by the Company under the Indenture
and (ii) the related guarantees thereon issued by the Guarantor, which,
collectively, contain terms identical to the Securities in all material
respects (except for references to certain interest rate provisions,
restrictions on transfers and restrictive legends), to be offered to Holders of
Securities in exchange for Registrable Securities pursuant to the Exchange
Offer.


 


“Holder”
shall mean an Initial Purchaser, for so long as it owns any Registrable
Securities, and each of its successors, assigns and direct and indirect
transferees who become owners of Registrable Securities under the Indenture and
each Participating Broker-Dealer that holds Exchange Securities for so long as
such Participating Broker-Dealer is required to deliver a prospectus meeting
the requirements of the 1933 Act in connection with any resale of such Exchange
Securities.


 


“Indenture”
shall mean the Indenture relating to the Securities and the Exchange
Securities, dated as of November 12, 2003, as supplemented by Supplemental
Indenture No. 1, dated as of November 12, 2003 among the Company, the
Guarantor and The Bank of New York, as trustee, as the same may be amended,
supplemented, waived or otherwise modified from time to time in accordance with
the terms thereof.


 


“Initial
Purchaser” or “Initial Purchasers” shall have the meaning set forth in the
preamble.


 


“Majority
Holders” shall mean the Holders of a majority of the aggregate principal amount
of Outstanding (as defined in the Indenture) Registrable Securities or each
series of Registrable Securities as the case may be; provided that
whenever the consent or approval of Holders of a specified percentage of
Registrable Securities is required hereunder, Registrable Securities held by
the Company and other obligors on the Securities or any Affiliate (as defined
in the Indenture) of the Company shall be disregarded in determining whether
such consent or approval was given by the Holders of such required percentage
amount; provided further that, when used in connection with the Shelf
Registration Statement, the term Majority Holders shall mean the Holders of a
majority of the aggregate principal amount of all series of Registrable
Securities participating therein or whose securities are being sold thereunder
in the particular case, as applicable.


 


“Participating
Broker-Dealer” shall mean either of J.P. Morgan Securities Inc., Morgan Stanley
& Co. Incorporated or UBS Securities LLC or any other broker-dealer 


 

















 


which makes a market in the
Securities and exchanges Registrable Securities in the Exchange Offer for
Exchange Securities.


 


“Person”
shall mean an individual, partnership (general or limited), corporation,
limited liability company, trust or unincorporated organization, or a
government or agency or political subdivision thereof.


 


“Private
Exchange” shall have the meaning set forth in Section 2.1 hereof.


 


“Private
Exchange Securities” shall have the meaning set forth in Section 2.1
hereof.


 


“Prospectus”
shall mean the prospectus included in a Registration Statement, including any
preliminary prospectus, and any such prospectus as amended or supplemented by
any prospectus supplement, including any such prospectus supplement with
respect to the terms of the offering of any portion of the Registrable
Securities covered by a Shelf Registration Statement, and by all other
amendments and supplements to a prospectus, including post-effective
amendments, and in each case including all material incorporated by reference
therein.


 


“Purchase
Agreement” shall have the meaning set forth in the preamble.


 


“Registrable
Securities” shall mean the Securities and, if issued, the Private Exchange
Securities; provided, however, that the Securities and, if issued, the
Private Exchange Securities, shall cease to be Registrable Securities when
(i) a Registration Statement with respect to such Securities shall have
been declared effective under the 1933 Act and such Securities shall have been
disposed of pursuant to such Registration Statement, (ii) such Securities
have been sold to the public pursuant to Rule l44 (or any similar provision
then in force, but not Rule 144A) under the 1933 Act or are saleable without
limitation as to the amount of securities to be sold or as to the manner of sale
pursuant to Rule 144 under the 1933 Act (or any similar provision then in
force), (iii) such Securities shall have ceased to be outstanding or
(iv) the Exchange Offer is consummated (except in the case of Securities
purchased from the Company and continued to be held by the Initial Purchasers).


 


“Registration
Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company with this Agreement, including without
limitation:  (i) all SEC, stock
exchange or National Association of Securities Dealers, Inc. (the “NASD”)
registration and filing fees, (ii) all fees and expenses incurred in
connection with compliance with state securities or blue sky laws and
compliance with the rules of the NASD (including reasonable fees and disbursements
of counsel for any underwriters or Holders in connection with blue sky
qualification of any of the Exchange Securities or Registrable Securities and
any filings with the NASD), (iii) all expenses of printing and
distributing any Registration Statement, any Prospectus and any amendments or
supplements thereto, and expenses of printing certificates for Registrable
Securities, if required, (iv) all fees and expenses incurred in connection
with the listing, if any, of any 


 

















 


of the Registrable Securities
on any securities exchange or exchanges, (v) all rating agency fees,
(vi) the fees and disbursements of counsel for the Company and of the
independent public accountants of the Company, including the expenses of any
special audits or “cold comfort” letters required by or incident to such
performance and compliance, (vii) the fees and expenses of the Trustee,
and any escrow agent or custodian, (viii) the reasonable fees and expenses
of the Initial Purchasers in connection with the Exchange Offer, including the
reasonable fees and expenses of one counsel to the Initial Purchasers in
connection therewith (which shall not exceed $10,000 in the aggregate),
(ix) the reasonable fees and disbursements of one special counsel
representing the Holders of Registrable Securities in connection with the Shelf
Registration Statement and (x) any fees and disbursements of the
underwriters customarily required to be paid by issuers or sellers of
securities in offerings under the 1933 Act and the fees and expenses of any
special experts retained by the Company in connection with any Registration
Statement, but excluding underwriting discounts and commissions and transfer
taxes, if any, relating to the sale or disposition of Registrable Securities by
a Holder.


 


“Registration
Statement” shall mean any registration statement of the Company and the
Guarantor which covers any of the Exchange Securities or Registrable Securities
pursuant to the provisions of this Agreement, and all amendments and
supplements to any such Registration Statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.


 


“SEC”
shall mean the United States Securities and Exchange Commission or any successor
agency or government body performing the functions currently performed by the
United States Securities and Exchange Commission.


 


“Shelf
Registration” shall mean a registration effected pursuant to Section 2.2
hereof.


 


“Shelf
Registration Statement” shall mean a “shelf” registration statement of the
Company and the Guarantor pursuant to the provisions of Section 2.2 of
this Agreement which covers Registrable Securities or Private Exchange
Securities on an appropriate form under Rule 415 under the 1933 Act, or
any similar rule that may be adopted by the SEC, and all amendments and
supplements to such registration statement, including post-effective
amendments, in each case including the Prospectus contained therein, all
exhibits thereto and all material incorporated by reference therein.


 


“TIA”
shall have the meaning set forth in Section 2.1 hereof.


 


“Trustee”
shall mean the trustee with respect to the Securities and the Exchange
Securities under the Indenture.


 

















 


2.                                       Registration Under the 1933
Act.


 


2.1                                 Exchange Offer. 
Unless not permitted because of any changes in law, SEC rules or
regulations or applicable interpretations thereof by the staff of the SEC, the
Company and the Guarantor shall, for the benefit of the Holders, (A) prepare
and not later than 120 days following the Closing Date, file with the SEC an
Exchange Offer Registration Statement on an appropriate form under the
1933 Act with respect to a proposed Exchange Offer and the issuance and
delivery to the Holders, in exchange for the Registrable Securities (other than
Private Exchange Securities), of a like principal amount of Exchange
Securities, (B) use their reasonable efforts to cause the Exchange Offer
Registration Statement to be declared effective under the 1933 Act within
180 days of the Closing Date, (C) use their reasonable efforts to keep the
Exchange Offer Registration Statement effective until the closing of the
Exchange Offer and (D) use their reasonable efforts to cause the Exchange
Offer to be consummated not later than 210 days following the Closing
Date.  Upon the effectiveness of the
Exchange Offer Registration Statement, the Company and the Guarantor shall
promptly commence the Exchange Offer, it being the objective of such Exchange
Offer to enable each Holder eligible and electing to exchange Registrable
Securities for Exchange Securities to transfer such Exchange Securities from
and after their receipt without any limitations or restrictions under the
1933 Act and under state securities or blue sky laws.


 


Each Holder participating in
the Exchange Offer shall be required, as a condition to such participation, to
represent in writing to the Company that, at the time of the consummation of
the Exchange Offer, such Holder (a) is not an affiliate of the Company
within the meaning of Rule 405 under the 1933 Act, (b) is not a
broker-dealer tendering Registrable Securities acquired directly from the
Company for its own account, (c) acquired the Exchange Securities in the
ordinary course of such Holder’s business and (d) has no arrangements or
understandings with any Person to participate in the Exchange Offer for the
purpose of distributing the Exchange Securities.


 


In connection with the
Exchange Offer, the Company and the Guarantor shall:


 


(a)                                  mail as promptly as practicable to each Holder
a copy of the Prospectus forming part of the Exchange Offer Registration
Statement, together with an appropriate letter of transmittal and related
documents;


 


(b)                                 keep the Exchange Offer open for acceptance
for a period of not less than 30 calendar days after the date notice thereof is
mailed to the Holders (or longer if required by applicable law) (such period
referred to herein as the “Exchange Period”);


 


(c)                                  utilize the services of the Depositary for the
Exchange Offer;


 


(d)                                 permit Holders to withdraw tendered
Registrable Securities at any time prior to 5:00 p.m. (Eastern Time), on
the last business day of the Exchange Period, by sending to the institution
specified in the notice, a telegram, telex, facsimile transmission or letter
setting forth the name of such Holder, the principal amount of Registrable
Securities delivered for 


 

















 


exchange, and a statement
that such Holder is withdrawing such Holder’s election to have such Securities
exchanged;


 


(e)                                  notify each Holder that any Registrable Security
not tendered will remain outstanding and continue to accrue interest, but will
not retain any rights under this Agreement (except in the case of the Initial
Purchasers and Participating Broker-Dealers as provided herein); and


 


(f)                                    otherwise comply in all respects with all
applicable laws relating to the Exchange Offer.


 


If, prior to
consummation of the Exchange Offer, any Initial Purchaser holds any Securities
acquired by it and having, or which are reasonably likely to be determined to
have, the status of an unsold allotment in the initial distribution, the
Company and the Guarantor upon the request of any Initial Purchasers shall,
simultaneously with the delivery of the Exchange Securities in the Exchange
Offer, issue and deliver to such Initial Purchasers in exchange (a “Private
Exchange”) for the Securities held by such Initial Purchasers, a like principal
amount of debt securities of the Company guaranteed by the Guarantor with
respect thereto, that are identical (except that such securities shall bear
appropriate transfer restrictions) to the Exchange Securities (the “Private
Exchange Securities”).


 


The Exchange Securities and
the Private Exchange Securities shall be issued under (i) the Indenture or
(ii) an indenture identical in all material respects to the Indenture and
which, in either case, has been qualified under the Trust Indenture Act of
1939, as amended (the “TIA”), or is exempt from such qualification and shall
provide that the Exchange Securities shall not be subject to the transfer restrictions
set forth in the Indenture, but that the Private Exchange Securities shall be
subject to such transfer restrictions. The Indenture or such indenture shall
provide that the Exchange Securities, the Private Exchange Securities and the
Securities having the same interest rate and maturity shall vote and consent
together on all matters as one class and that none of the Exchange Securities,
the Private Exchange Securities or the Securities having the same interest rate
and maturity will have the right to vote or consent as a separate class on any
matter.


 


As soon as practicable after
the close of the Exchange Offer and/or the Private Exchange, as the case may
be, the Company and the Guarantor shall:


 


(i)                                     accept for exchange all Registrable Securities
duly tendered and not validly withdrawn pursuant to the Exchange Offer in
accordance with the terms of the Exchange Offer Registration Statement and the
letter of transmittal which shall be an exhibit thereto;


 


(ii)                                  accept for exchange all Securities properly
tendered pursuant to the Private Exchange;


 


(iii)                               deliver, or cause to be delivered, to the
Trustee for cancellation all Registrable Securities so accepted for exchange;
and


 

















 


(iv)                              cause the Trustee promptly to authenticate and
deliver Exchange Securities or Private Exchange Securities, as the case may be,
to the Depositary for the benefit of each Holder of Registrable Securities so
accepted for exchange in a principal amount equal to the principal amount of
the Registrable Securities of such Holder so accepted for exchange.


 


Interest on each Exchange
Security and Private Exchange Security will accrue from the last date on which
interest was paid on the Registrable Securities surrendered in exchange
therefor or, if no interest has been paid on the Registrable Securities, from
the Closing Date.  Neither the Exchange
Offer nor the Private Exchange shall be subject to any conditions, other than
(i) that the Exchange Offer or the Private Exchange or the making of any
exchange by a Holder, does not violate applicable law or any applicable
interpretation of the staff of the SEC, (ii) the due tendering of
Registrable Securities in accordance with the Exchange Offer and the Private
Exchange, (iii) that each Holder of Registrable Securities exchanged in
the Exchange Offer shall have made the representations set forth above in this
Section 2.1 and such other representations as may be reasonably necessary
under applicable SEC rules, regulations or interpretations to render available
the use of Form S-4 or other appropriate form under the 1933 Act and
(iv) that no action or proceeding shall have been instituted or threatened
in any court or by or before any governmental agency with respect to the
Exchange Offer or the Private Exchange which, in the Company’s and the Guarantor’s
judgment, would reasonably be expected to impair the ability of the Company and
the Guarantor to proceed with the Exchange Offer or the Private Exchange, as
the case may be.  The Company and the
Guarantor shall inform the Initial Purchasers  of the names and addresses of the Holders to
whom the Exchange Offer is made, and the Initial Purchasers shall have the right to contact such Holders
and otherwise facilitate the tender of Registrable Securities in the Exchange
Offer.


 


2.2                                 Shelf Registration.  (i) If,
because of any changes in law, SEC rules or regulations or applicable
interpretations thereof by the staff of the SEC, the Company and the Guarantor
are not permitted to effect the Exchange Offer as contemplated by
Section 2.1 hereof, (ii) if for any other reason, the Exchange Offer
Registration Statement is not declared effective within 180 days following the
Closing Date or the Exchange Offer is not consummated within 210 days after the
Closing Date or (iii) if a Holder furnishes to the Company in writing prior to
the 20th business day following consummation of the Exchange Offer notice that,
after consultation with counsel, (A) it is not permitted by applicable law to
participate in the Exchange Offer, (B) it is an Initial Purchaser and that such
Securities are not eligible to be exchanged for Exchange Securities, or (C) it
elected to participate in the Exchange Offer but did not receive fully
tradeable Exchange Securities pursuant to the Exchange Offer, then in case of
each of clauses (i) through (iii) (the date on which any of the conditions
described in clauses (i) through (iii) occurs, including in the case of clause
(iii) the receipt of the required notice, being a “Trigger Date”) the Company
and the Guarantor shall, at their cost:


 


(a)                                  File with the SEC within 60 days after the
Trigger Date (or, if later, by the date the Company and the Guarantor are
obligated to file an Exchange Offer Registration Statement), and thereafter
shall use their reasonable efforts to cause to be declared effective within 150
days after the Trigger Date (or, if later, by the date the Company and the
Guarantor 


 

















 


are obligated to use their
reasonable efforts to have the Exchange Offer Registration Statement declared
effective), a Shelf Registration Statement relating to the offer and sale of
the Registrable Securities by the Holders from time to time in accordance with
the methods of distribution elected by the Majority Holders participating in
the Shelf Registration and set forth in such Shelf Registration Statement; provided,
however, that no Holder shall be entitled to have Registrable Securities
held by it included in the Shelf Registration Statement unless such Holder
agrees in writing to be bound by all of the provisions of this Agreement
applicable to such Holder and furnishes to the Company in writing such
information as the Company may reasonably request for inclusion in the Shelf
Registration Statement or any Prospectus included therein.


 


(b)                                 Use their reasonable efforts to keep the Shelf
Registration Statement continuously effective in order to permit the Prospectus
forming part thereof to be usable by Holders for a period of two years from the
Closing Date, or for such shorter period that will terminate when all
Registrable Securities covered by the Shelf Registration Statement have been
sold pursuant to the Shelf Registration Statement or cease to be outstanding or
otherwise to be Registrable Securities (the “Effectiveness Period”); provided,
however, that the Effectiveness Period in respect of the Shelf Registration
Statement shall be extended to the extent required to permit dealers to comply
with the applicable prospectus delivery requirements of Rule 174 under the
1933 Act and as otherwise provided herein.


 


(c)                                  Notwithstanding any other provisions hereof,
use their reasonable efforts to ensure that (i) any Shelf Registration
Statement and any amendment thereto and any Prospectus forming part thereof and
any supplement thereto complies in all material respects with the 1933 Act
and the rules and regulations thereunder, (ii) any Shelf Registration
Statement and any amendment thereto does not, when it becomes effective,
contain an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading and (iii) any Prospectus forming part of any Shelf Registration
Statement, and any supplement to such Prospectus (as amended or supplemented
from time to time), does not include an untrue statement of a material fact or
omit to state a material fact necessary in order to make the statements, in the
light of the circumstances under which they were made, not misleading.


 


The Company and the Guarantor
shall not permit any securities other than Registrable Securities to be
included in the Shelf Registration Statement. The Company and the Guarantor
further agree, if necessary, to supplement or amend the Shelf Registration
Statement, as required by Section 3(b) below, and to furnish to the
Holders of Registrable Securities copies of any such supplement or amendment
promptly after its being used or filed with the SEC.


 


2.3                                 Expenses.  The Company and the Guarantor
shall pay all Registration Expenses in connection with the registration
pursuant to Section 2.1 or 2.2. 
Each Holder shall pay all underwriting discounts and commissions and
transfer taxes, if any, relating to the sale or disposition of such Holder’s
Registrable Securities pursuant to the Shelf Registration Statement.


 


2.4.                              Effectiveness.  An
Exchange Offer Registration Statement pursuant to Section 2.1 hereof or a
Shelf Registration Statement pursuant to Section 2.2 hereof will not be
deemed to 


 

















 


have become effective unless
it has been declared effective by the SEC; provided, however, that if,
after it has been declared effective, the offering of Registrable Securities
pursuant to an Exchange Offer Registration Statement or a Shelf Registration
Statement is interfered with by any stop order, injunction or other order or
requirement of the SEC or any other governmental agency or court of competent
jurisdiction, such Registration Statement will be deemed not to have become
effective during the period of such interference, until the offering of
Registrable Securities pursuant to such Registration Statement may legally
resume.


 


2.5                                 Interest.  In the event that either
(a) the Exchange Offer Registration Statement is not filed with the
Commission on or prior to the 120 calendar day following the Closing Date,
(b) the Exchange Offer Registration Statement has not been declared
effective on or prior to the 180 calendar day following the Closing Date or
(c) the Exchange Offer is not consummated or a Shelf Registration
Statement is not declared effective, in either case, on or prior to the 210
calendar day following the Closing Date (each such event referred to in
clauses (a) through (c) above, a “Registration Default”), the interest
rate borne by the Securities shall be increased (“Additional Interest”)
immediately upon the occurrence of a Registration Default by one quarter of one
percent (0.25%) per annum of the principal amount of the Securities with
respect to the first 90-day period during which one or more Registration
Defaults is continuing, and thereafter at a rate equal to one-half of one
percent (0.5%) per annum of the principal amount of the Securities for the
duration one or more Registration Defaults is continuing; provided, however,
that no Additional Interest shall be payable if the Exchange Offer Registration
Statement is not filed or declared effective or the Exchange Offer is not
consummated on account of the reasons set forth in clause (i) of the first
paragraph of Section 2.2 (it being understood, however, that in any such
case the Company and the Guarantor shall be obligated to file a Shelf
Registration Statement and Additional Interest shall be payable if the Shelf
Registration Statement is not declared effective in accordance with
Section 2.2(a); and provided, further, that Additional Interest
shall only be payable in case the Shelf Registration Statement is not declared effective
as aforesaid with respect to Securities that have the right to be included, and
whose inclusion has been requested, in the Shelf Registration Statement.  Following the cure of all Registration
Defaults the accrual of Additional Interest will cease and the interest rate
will revert to the original rate.


 


If the Shelf Registration
Statement is declared effective but shall thereafter become unusable by the
Holders for any reason other than during a Suspension Period (as defined
below), and the aggregate number of days in any consecutive twelve-month period
for which the Shelf Registration Statement shall not be usable exceeds
30 days in the aggregate, then the interest rate borne by the Securities
included in the Shelf Registration Statement will be increased by one quarter
of one percent (0.25%) per annum of the principal amount of the Securities for
the first 90-day period (or portion thereof) beginning on the 31st such date
that such Shelf Registration Statement ceases to be usable, and thereafter at a
rate equal to one-half of one percent (0.5%) per annum of the principal amount
of the Securities for the duration such Shelf Registration Statement continues
to be unusable.  Any amounts payable
under this paragraph shall also be deemed “Additional Interest” for purposes of
this Agreement.  Upon the Shelf
Registration Statement once again becoming usable, the interest rate borne by
such Securities will be reduced to the original interest rate if the Company is
otherwise in compliance with this Agreement at such time.  Additional Interest shall be computed based
on the actual 


 

















 


number of days elapsed in
each 90-day period in which the Shelf Registration Statement is unusable.


 


The Company and the Guarantor
shall notify the Trustee within five business days after each and every date on
which an event occurs in respect of which Additional Interest is required to be
paid (an “Event Date”).  Additional
Interest shall be paid by depositing with the Trustee, in trust, for the
benefit of the Holders of the Securities entitled to receive the interest
payment, on or before the applicable semiannual interest payment date,
immediately available funds in sums sufficient to pay the Additional Interest
then due.  The Additional Interest due
shall be payable on each interest payment date to the record Holder of
Securities entitled to receive the interest payment to be paid on such date as
set forth in the Indenture.  Each
obligation to pay Additional Interest shall be deemed to accrue from and
including the day following the applicable Event Date.


 


3.                                       Registration Procedures.


 


In connection with the
obligations of the Company and the Guarantor with respect to Registration
Statements pursuant to Sections 2.1 and 2.2 hereof, the Company and the
Guarantor shall:


 


(a)                                  prepare and file with the SEC a Registration
Statement, within the relevant time period specified in Section 2, on the
appropriate form under the 1933 Act, which form (i) shall be selected by
the Company and the Guarantor, (ii) shall, in the case of a Shelf Registration,
be available for the sale of the Registrable Securities by the selling Holders
thereof, (iii) shall comply as to form in all material respects with the
requirements of the applicable form and include or incorporate by reference all
financial statements required by the SEC to be filed therewith or incorporated
by reference therein, and (iv) shall comply in all material respects with
the requirements of Regulation S-T under the 1933 Act, and use their
reasonable efforts to cause such Registration Statement to become effective and
remain effective in accordance with Section 2 hereof;


 


(b)                                 prepare and file with the SEC such amendments
and post-effective amendments to each Registration Statement as may be
necessary under applicable law to keep such Registration Statement effective
for the applicable period; and cause each Prospectus to be supplemented by any
required prospectus supplement, and as so supplemented to be filed pursuant to
Rule 424 (or any similar provision then in force) under the 1933 Act
and comply with the provisions of the 1933 Act, the 1934 Act and the
rules and regulations thereunder applicable to them with respect to the
disposition of all securities covered by each Registration Statement during the
applicable period in accordance (in the case of a Shelf Registration) with the
intended method or methods of distribution by the selling Holders thereof
(including sales by any Participating Broker-Dealer);


 


(c)                                  in the case of a Shelf Registration,
(i) notify each Holder of Registrable Securities, at least five business
days prior to filing, that a Shelf Registration Statement with respect to the
Securities is being filed; (ii) furnish to each Holder of Registrable
Securities and to each underwriter of an underwritten offering of Registrable
Securities, if any, without charge, as 


 

















 


many copies of each
Prospectus, including each preliminary Prospectus, and any amendment or
supplement thereto in order to facilitate the public sale or other disposition
of the Registrable Securities; and (iii) hereby consent to the use of the
Prospectus or any amendment or supplement thereto by each of the selling
Holders of Registrable Securities in connection with the offering and sale of
the Registrable Securities covered by the Prospectus or any amendment or
supplement thereto;


 


(d)                                 use their reasonable efforts to register or
qualify the Registrable Securities under all applicable state securities or
“blue sky” laws of such jurisdictions as any Holder of Registrable Securities
covered by a Registration Statement and each underwriter of an underwritten
offering of Registrable Securities shall reasonably request by the time the
applicable Registration Statement is declared effective by the SEC; provided,
however, that neither of the Company nor the Guarantor shall be required to
(i) qualify as a foreign corporation or as a dealer in securities in any
jurisdiction where it would not otherwise be required to qualify but for this
Section 3(d), or (ii) take any action which would subject it to general service
of process or taxation in any such jurisdiction where it is not then so
subject;


 


(e)                                  notify promptly each Holder of Registrable
Securities included under a Shelf Registration or any Participating
Broker-Dealer who has notified the Company and the Guarantor that it is
utilizing the Exchange Offer Registration Statement as provided in paragraph
(f) below and, if requested by such Holder or Participating Broker-Dealer,
confirm such advice in writing promptly (i) when a Registration Statement has
become effective and when any post-effective amendments and supplements thereto
become effective, (ii) of any request by the SEC or any state securities
authority for post-effective amendments and supplements to a Registration
Statement and Prospectus or for additional information after the Registration
Statement has become effective, (iii) of the issuance by the SEC or any state
securities authority of any stop order suspending the effectiveness of a
Registration Statement or the initiation of any proceedings for that purpose,
and (iv) upon the occurrence or existence of any pending corporate development
making it appropriate for the Company to suspend the availability of the Shelf
Registration Statement (a “Suspension Event”); provided that if such notice of
a Suspension Event has been given to Holders, the Company shall, as promptly as
practicable following a determination that the Suspension Event no longer
exists and that the Holders may recommence such sales, notify such Holders in
writing of such determination.


 


(f)                                    in the case of the Exchange Offer Registration
Statement (i) include in the Exchange Offer Registration Statement a
section entitled “Plan of Distribution”, substantially to the effect of Annex
A hereto, subject to revision based on change in applicable law or SEC
positions or policies; provided that in the case of any change in applicable
law or SEC positions or policies, the “Plan of Distribution” section shall
be reasonably acceptable to counsel to the Initial Purchasers on behalf of the
Participating Broker-Dealers, and which shall contain a summary statement of
the positions taken or policies made by the staff of the SEC with respect to
the potential “underwriter” status of any broker-dealer that holds Registrable
Securities acquired for its own account as a result of market-making activities
or other trading activities and that will be the beneficial owner (as defined
in Rule 13d-3 promulgated under the 1934 Act) of Exchange Securities to be
received by such broker-dealer in the Exchange Offer, whether such positions or
policies have been publicly disseminated by the staff of the SEC or such
positions or


 

















 


policies, in the reasonable
judgment of Initial Purchasers on behalf of the Participating Broker-Dealers
and their counsel, represent the prevailing views of the staff of the SEC,
including a statement that any such broker-dealer who receives Exchange
Securities for Registrable Securities pursuant to the Exchange Offer may be
deemed a statutory underwriter and must deliver a prospectus meeting the requirements
of the 1933 Act in connection with any resale of such Exchange Securities, (ii)
furnish to each Participating Broker-Dealer who has delivered to the Company
the notice referred to in Section 3(e), without charge, as many copies of
each Prospectus included in the Exchange Offer Registration Statement,
including any preliminary prospectus, and any amendment or supplement thereto,
as such Participating Broker-Dealer may reasonably request, (iii) hereby
consent to the use of the Prospectus forming part of the Exchange Offer
Registration Statement or any amendment or supplement thereto, by any Person
subject to the prospectus delivery requirements of the SEC, including all
Participating Broker-Dealers, in connection with the sale or transfer of the
Exchange Securities covered by the Prospectus or any amendment or supplement
thereto, provided that any such Person has provided the Company in
writing with any information required by Item 507 or Item 508 of Regulation S-K
under the 1933 Act (or any similar provision then in force) for inclusion in
the Prospectus contained in the Exchange Offer Registration Statement, and (iv)
include in the transmittal letter or similar documentation to be executed by an
exchange offeree in order to participate in the Exchange Offer (x) the
following provision:


 


“If the exchange offeree is a
broker-dealer holding Registrable Securities acquired for its own account as a
result of market-making activities or other trading activities, it will deliver
a prospectus meeting the requirements of the 1933 Act in connection with any
resale of Exchange Securities received in respect of such Registrable
Securities pursuant to the Exchange Offer;” and


 


(y)
a statement to the effect that by a broker-dealer making the acknowledgment
described in clause (x) and by delivering a Prospectus in connection with the
exchange of Registrable Securities, the broker-dealer will not be deemed to
admit that it is an underwriter within the meaning of the 1933 Act;


 


(g)                                 notify Holders of the requirement to suspend
use of the Registration Statement or Prospectus in connection with effecting
any distribution of their Registrable Securities, as applicable, in the case of
any request by the SEC or any state securities authority for amendments or
supplements to a Registration Statement and Prospectus or for additional
information;


 


(h)                                 make every reasonable effort to obtain the
withdrawal of any order suspending the effectiveness of a Registration
Statement as promptly as practicable;


 


(i)                                     in the case of a Shelf Registration, furnish
to each Holder of Registrable Securities, and each underwriter, if any, without
charge, at least one conformed copy of each Registration Statement and any
post-effective amendment thereto, including financial statements and schedules
(without documents incorporated therein by reference and all exhibits);


 

















 


(j)                                     in the case of a Shelf Registration, cooperate
with the selling Holders of Registrable Securities to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be sold and not bearing any restrictive legends; and enable such Registrable
Securities to be in such denominations (consistent with the provisions of the
Indenture) and registered in such names as the selling Holders or the underwriters,
if any, may reasonably request at least three business days prior to the
closing of any sale of Registrable Securities;


 


(k)                                  in the case of a Shelf Registration, upon the
occurrence of any event or the discovery of any facts that would require an amendment
to the Shelf Registration Statement to ensure continued compliance with
applicable law, other than during a Suspension Period, as soon as, in the
discretion of the Company and the Guarantor, public disclosure of such event or
facts would not be prejudicial to or contrary to the interest of either the
Company or the Guarantor (or, if necessary, to avoid unreasonable burden or
expense, as soon as reasonably practicable thereafter), use their reasonable
efforts to prepare a supplement or post-effective amendment to the Registration
Statement or the related Prospectus or any document incorporated therein by
reference or file any other required document so that, as thereafter delivered
to the purchasers of the Registrable Securities or Participating Broker-Dealers,
such Prospectus will not contain at the time of such delivery any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were
made, not misleading or will remain so qualified.  At such time as such public disclosure is otherwise made or the
Company determines that such disclosure is not necessary, in each case to
correct any misstatement of a material fact or to include any omitted material
fact, the Company agrees promptly to notify each Holder of such determination
and to furnish each Holder such number of copies of the Prospectus as amended
or supplemented, as such Holder may reasonably request;


 


(l)                                     in the case of a Shelf Registration, concurrent
the filing of any Registration Statement, any Prospectus, any amendment to a
Registration Statement or amendment or supplement to a Prospectus or any
document which is to be incorporated by reference into a Registration Statement
or a Prospectus after initial filing of a Registration Statement, provide
copies of such document to the Initial Purchasers on behalf of such Holders, unless such
documents are publicly available via the EDGAR system;


 


(m)                               use their reasonable efforts to obtain a CUSIP
number for all Exchange Securities or Registrable Securities, as the case may
be, not later than the effective date of a Registration Statement, and provide
the Trustee with printed certificates for the Exchange Securities or the
Registrable Securities, as the case may be, in a form eligible for deposit with
the Depositary;


 


(n)                                 (i) 
cause the Indenture to be qualified under the TIA in connection with the
registration of the Exchange Securities or Registrable Securities, as the case
may be, (ii) cooperate with the Trustee to effect such changes to the Indenture
as may be required for the Indenture to be so qualified in accordance with the
terms of the TIA, to the extent that such changes may be made without the
consent of the Holders or the holders of any other securities issued under the
Indenture and (iii) execute, and use their reasonable efforts to cause the
Trustee 


 

















 


to execute, all documents as
may be required to effect such changes, and all other forms and documents
required to be filed with the SEC to enable the Indenture to be so qualified in
a timely manner;


 


(o)                                 take all customary and appropriate actions in
order to expedite or facilitate the disposition of such Registrable Securities
under a Shelf Registration; and (A) in the case of an underwritten offering
under a Shelf Registration, enter into an underwriting agreement and (B) in the
case of a non-underwritten offering in circumstances in which Holders
participating in such non-underwritten offering represent to the Company and
the Guarantor that they may be deemed to be statutory underwriters under the
Securities Act and may have liabilities for misstatements or omissions in the
Registration Statement to which they may assert a due diligence defense, enter
into an appropriate agreement, and in the case of either (A) or (B):


 


(i)  make such representations and warranties to
the Holders of such Registrable Securities and the underwriters, if any, in
form, substance and scope as are customarily made by issuers to underwriters in
similar underwritten offerings as may be reasonably requested by them;


 


(ii)  use reasonable efforts to obtain opinions of
counsel to the Company and the Guarantor (which opinions shall be reasonably
satisfactory to the managing underwriters, if any, or, if there are no underwriters,
the Holders who are participating in such non-underwritten offering) addressed
to the underwriters, if any, or, if there are no underwriters, such Holders
covering the matters customarily covered in opinions requested in sales of
securities or underwritten offerings;


 


(iii)  use reasonable efforts to obtain “cold
comfort” letters and updates thereof from the Company’s and the Guarantor’s
independent certified public accountants (and, if necessary, any other
independent certified public accountants of any subsidiary of the Company or of
any business acquired by the Company for which financial statements are, or are
required to be, included in the Registration Statement) addressed to the
underwriters, if any, and if there are no underwriters, use reasonable efforts
to have such letter addressed to the Holders who are participating in such
non-underwritten offering (to the extent consistent with Statement on Auditing
Standards No. 72 of the American Institute of Certified Public Accounts), such
letters to be in customary form and covering matters of the type customarily
covered in “cold comfort” letters to underwriters in connection with similar
underwritten offerings;


 


(iv)
if so requested by the Holders who are participating in such non-underwritten offering,
enter into a securities sales agreement with such Holders and an agent of such
Holders providing for, among other things, the appointment of such agent for
such Holders for the purpose of soliciting purchases of Registrable Securities,
which agreement shall be in form, substance and scope customary for similar
offerings; and


 


(v)  if an underwriting agreement is entered
into, cause the same to set forth indemnification provisions and procedures
substantially in the form customarily provided to such underwriters in similar
types of transactions; provided that such underwriting 


 

















 


agreement shall contain
customary provisions regarding indemnification of the Company and the Guarantor
with the respect to information provided by the underwriters.


 


In the case of any
underwritten offering, the Company and the Guarantor shall provide written
notice to the Holders of all Registrable Securities whose Securities are
included in the Shelf Registration Statement of such underwritten offering as
soon as reasonably practicable.  Such
notice shall (x) offer each such Holder the right to participate in such
underwritten offering, (y) specify a date by which such Holder must inform the
Company of its intent to participate in such underwritten offering and (z)
include the instructions such Holder must follow in order to participate in
such underwritten offering;


 


(p)                                 in case a Holder shall determine to sell
Securities under a Shelf Registration in circumstances in which (i) the Holder
and the Guarantor reasonably agree or (ii) an opinion of counsel to the Holder
reasonably acceptable to the Guarantor provides, that the Holder participating
in such offering may be deemed to be a statutory underwriter under the
Securities Act and may have liabilities for misstatements or omissions in the
Registration Statement to which they may assert a due diligence defense, make
available for inspection by counsel reasonably acceptable to the Company and
the Guarantor the information reasonably requested by such counsel, and cause
representatives of the Company and the Guarantor to be available for discussion
of such documents as shall be reasonably requested by such counsel, in each
case not more than quarterly and at a time reasonably acceptable to the Company
and as shall be customary and reasonably necessary to enable such Holders to
exercise applicable due diligence responsibilities; provided that all
non-public information shall be kept confidential by such Persons, unless such
information becomes available to the public generally not as a result of a
breach of this Agreement, and unless disclosure is required in connection with
a court proceeding or required by law, in which case prior to such disclosure
the Company and the Guarantor shall be given such notice as shall be reasonably
practicable in the circumstances to enable the Company or the Guarantor to take
action to prevent disclosure of such information.


 


(q)                                 [Reserved]


 


(r)                                    in the case of a Shelf Registration, use their
reasonable efforts to cause the Registrable Securities to be rated by the
appropriate rating agencies, if so requested by the Majority Holders, or if
requested by the underwriter or underwriters of an underwritten offering of
Registrable Securities, if any;


 


(s)                                  otherwise comply with all applicable rules and
regulations of the SEC and make available to its security holders, as soon as
reasonably practicable, an earnings statement covering at least 12 months which
shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158
promulgated thereunder;


 


(t)                                    cooperate and assist in any filings required
to be made with the NASD and, in the case of a Shelf Registration, in the
performance of any due diligence investigation by any underwriter and its
counsel (including any “qualified independent underwriter” that is required to
be retained in accordance with the rules and regulations of the NASD); and


 

















 


(u)                                 upon consummation of an Exchange Offer or a
Private Exchange, obtain (i) a customary opinion of counsel to the Company and
the Guarantor addressed to the Trustee for the benefit of all Holders of
Registrable Securities participating in the Exchange Offer or the Private
Exchange, and which includes an opinion that (A) each of the Company and the
Guarantor has duly authorized, executed and delivered the Exchange Securities
and/or Private Exchange Securities, as applicable, and the related indenture,
and (B) each of the Exchange Securities, the Private Exchange Securities and
the related indenture constitute legal, valid and binding obligations of each
of the Company and the Guarantor, enforceable against the Company and the
Guarantor in accordance with its respective terms (with customary exceptions)
and (ii) an officers’ certificate containing the certifications substantially
similar to those set forth in Section 5(b) of the Purchase Agreement.


 


In the case of a Shelf
Registration Statement, each Holder agrees that, upon receipt of any notice
from the Company and the Guarantor of the happening of any event or the
discovery of any facts, each of the kind described in Section 3(e)(v) and
3(e)(vi) hereof, such Holder will forthwith discontinue disposition of
Registrable Securities pursuant to a Registration Statement until such Holder’s
receipt of the copies of the supplemented or amended Prospectus contemplated by
Section 3(k) hereof, and, if so directed by the Company and the Guarantor,
such Holder will deliver to the Company and the Guarantor (at their expense)
all copies in such Holder’s possession, other than permanent file copies then
in such Holder’s possession, of the Prospectus covering such Registrable
Securities current at the time of receipt of such notice.


 


If any of the Registrable
Securities covered by any Shelf Registration Statement are to be sold in an
underwritten offering, the underwriter or underwriters and manager or managers
that will manage such offering will be selected by the Company and the
Guarantor.  No Holder of Registrable
Securities may participate in any underwritten registration hereunder unless
such Holder (a) agrees to sell such Holder’s Registrable Securities on the
basis provided in any underwriting arrangements approved by the persons
entitled hereunder to approve such arrangements and (b) completes and executes
all questionnaires, powers of attorney, indemnities, underwriting agreements,
lock-up letters and other documents required under the terms of such
underwriting arrangements.


 


Notwithstanding anything to
the contrary in this Agreement, the Company shall require that Holders refrain
from effecting any distribution of their Registrable Securities pursuant to the
Shelf Registration Statement if the Company or the Guarantor in its reasonable
good faith judgment determines that a Suspension Event has occurred.  The Company will use its reasonable efforts
to ensure that the use of the Shelf Registration Statement may be resumed as
soon as, in the discretion of the Company and the Guarantor, such suspension is
no longer appropriate. Any period during which the Company requires Holders to
refrain from disposing of their Registrable Securities due to a Suspension
Event shall be deemed to trigger the obligation of the Company to pay
Additional Interest in accordance with the second paragraph of Section 2.5
to the extent that such period exceeds 45 days in any one instance or 90 days
in the aggregate during any consecutive 12-month period (a “Suspension
Period”).


 

















 


4.                                       Indemnification;
Contribution.


 


(a)                                  The Company and the Guarantor, jointly and
severally, agree to indemnify and hold harmless each Holder, each Participating Broker-Dealer, each Person, if any, who
controls any Holder or Participating Broker-Dealer within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act, each
affiliate of any Holder or Participating Broker-Dealer and each of their respective
officers and directors as follows:


 


(i)  against any and all loss, liability, claim,
damage and expense whatsoever, as incurred, arising out of any untrue statement
or alleged untrue statement of a material fact contained in any Registration
Statement (or any amendment or supplement thereto) pursuant to which Exchange
Securities or Registrable Securities were registered under the 1933 Act,
including all documents incorporated therein by reference, or the omission or
alleged omission therefrom of a material fact required to be stated therein or
necessary to make the statements therein not misleading, or arising out of any
untrue statement or alleged untrue statement of a material fact contained in
any Prospectus (or any amendment or supplement thereto) or the omission or
alleged omission therefrom of a material fact necessary in order to make the
statements therein, in the light of the circumstances under which they were
made, not misleading;


 


(ii)
against any and all loss, liability, claim, damage and expense whatsoever based
upon any such untrue statement or omission, as incurred, to the extent of the
aggregate amount paid in settlement of any litigation, or any investigation or
proceeding by any governmental agency or body, commenced or threatened, or of
any claim whatsoever based upon any such untrue statement or omission, or any
such alleged untrue statement or omission; 
provided that (subject to Section 4(d) below) any such
settlement is effected with the written consent of the Company and the
Guarantor; and


 


(iii)  subject to Section 4(c) below, against
any and all expense whatsoever, as incurred (including the fees and
disbursements of counsel chosen by any indemnified party), reasonably incurred
in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, to the extent that
any such expense is not paid under subparagraph (i) or (ii) above;


 


provided, however, that this indemnity agreement shall not
apply to any loss, liability, claim, damage or expense to the extent arising
out of any untrue statement or omission or alleged untrue statement or omission
made in reliance upon and in conformity with written information furnished to
the Company and the Guarantor by or on behalf of the Holder or Participating
Broker-Dealer expressly for use in a Registration Statement (or any amendment
thereto) or any Prospectus (or any amendment or supplement thereto); and provided
further that this indemnity agreement shall not apply to any loss, liability,
claim, damage or expense (1) arising from an offer or sale of Registrable
Securities occurring during any period that a Registration Statement is
unusable following the receipt by the Holder of notice thereof as contemplated
in the third to last paragraph and the last paragraph of Section 3 or (2)
if the Holder or Participating Broker 


 

















 


Dealer fails to deliver at or
prior to the written confirmation of sale, the most recent Prospectus, as
amended or supplemented, and such Prospectus, as amended or supplemented, would
have corrected such untrue statement or omission or alleged untrue statement or
omission.


 


(b)                                 Each Holder severally, but not jointly, agrees
to indemnify and hold harmless the Company, the Guarantor and the other selling
Holders, and each of their respective directors and officers, and each Person,
if any, who controls the Company, the Guarantor or any other selling Holder
within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act, against any and all loss, liability, claim, damage and expense
described in the indemnity contained in Section 4(a) hereof, as incurred,
but only with respect to untrue statements or omissions, or alleged untrue
statements or omissions, made in the Shelf Registration Statement (or any
amendment thereto) or any Prospectus included therein (or any amendment or
supplement thereto) in reliance upon and in conformity with written information
with respect to such Holder furnished to the Company or the Guarantor by such
Holder expressly for use in the Shelf Registration Statement (or any amendment
thereto) or such Prospectus (or any amendment or supplement thereto); provided,
however, that no such Holder shall be liable for any claims hereunder in
excess of the amount of net proceeds received by such Holder from the sale of
Registrable Securities pursuant to such Shelf Registration Statement.


 


(c)                                  Each indemnified party shall give notice as
promptly as reasonably practicable to each indemnifying party of any action or
proceeding commenced against it in respect of which indemnity may be sought
hereunder, but failure so to notify an indemnifying party shall not relieve
such indemnifying party from any liability hereunder to the extent it is not
materially prejudiced as a result thereof and in any event shall not relieve it
from any liability which it may have otherwise than on account of this
indemnity agreement.  The indemnifying
party, upon request of the indemnified party, shall retain counsel reasonably
satisfactory to the indemnified party to represent the indemnified party and
any others the indemnifying party may designate in such action or proceeding
and shall pay the fees and expenses of such counsel related to such
proceeding.  In any such proceeding, any
indemnified party shall have the right to retain its own counsel, but the fees
and expenses of such counsel shall be at the expense of such indemnified party
unless (i) the indemnifying party and the indemnified party shall have mutually
agreed in writing to the contrary or (ii) the named parties in any such
proceeding (including impleaded parties) include both the indemnifying party
and the indemnified party and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests
between them.  In no event shall the
indemnifying party or parties be liable for the fees and expenses of more than
one counsel (in addition to any local counsel) separate from their own counsel
for all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances. No indemnifying party shall, without the
prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever in respect of which indemnification or
contribution could be sought under this Section 4 (whether or not the
indemnified parties are actual or potential parties thereto), unless such
settlement, compromise or consent (i) includes an unconditional release of each
indemnified party from all liability arising out of such litigation, 


 

















 


investigation, proceeding or
claim and (ii) does not include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any indemnified party.


 


(d)                                 The indemnifying party shall not be liable for
any settlement of any proceeding effected without its written consent, but if
settled with such consent or if there be a final judgment for the plaintiff,
the indemnifying party agrees to indemnify the indemnified party from and
against any loss or liability by reason of such settlement or judgment.  No indemnifying party shall, without
the prior written consent of the indemnified party, effect any settlement of
any pending or threatened proceeding in respect of which any indemnified party
is or could have been a party and indemnity could have been sought hereunder by
such indemnified party, unless such settlement (x) includes an unconditional
release of such indemnified party from all liability on claims that are the
subject matter of such proceeding and (y) does not include any statement as to
any admission of fault, culpability or failure to act by or on behalf of any
indemnified party.


 


(e)                                  If the indemnification provided for in this
Section 4 is for any reason unavailable to or insufficient to hold
harmless an indemnified party in respect of any losses, liabilities, claims,
damages or expenses referred to therein, then each indemnifying party shall
contribute to the aggregate amount of such losses, liabilities, claims, damages
and expenses incurred by such indemnified party, as incurred, in such
proportion as is appropriate to reflect the relative fault of the Company and
the Guarantor on the one hand and the Holders and/or the Participating
Broker-Dealers each on the other hand in connection with the statements or
omissions which resulted in such losses, liabilities, claims, damages or
expenses, as well as any other relevant equitable considerations.


 


The relative fault of the
Company and the Guarantor on the one hand and the Holders and/or the
Participating Broker-Dealers each on the other hand shall be determined by
reference to, among other things, whether any such untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact relates to information supplied by the Company and the Guarantor,
the Holders and/or the Participating Broker-Dealers and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.


 


The Company, the Guarantor,
the Holders and/or the Participating Broker-Dealers agree that it would not be
just and equitable if contribution pursuant to this Section 4 were determined
by pro rata allocation (even if the Holders and/or the Participating
Broker-Dealers were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable
considerations referred to above in this Section 4. The aggregate amount
of losses, liabilities, claims, damages and expenses incurred by an indemnified
party and referred to above in this Section 4 shall be deemed to include
any legal or other expenses reasonably incurred by such indemnified party in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged
untrue statement or omission or alleged omission.


 

















 


No Person guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
1933 Act) shall be entitled to contribution from any Person who was not guilty
of such fraudulent misrepresentation.


 


For purposes of this
Section 4, each Person, if any, who controls a Holder or Participating
Broker-Dealer within the meaning of Section 15 of the 1933 Act or
Section 20 of the 1934 Act shall have the same rights to contribution as
such Holder or Participating Broker-Dealer, and each director of the Company
and such Guarantor, as the case may be, and each Person, if any, who controls
the Company and such Guarantor, as the case may be, within the meaning of
Section 15 of the 1933 Act or Section 20 of the 1934 Act shall have
the same rights to contribution as the Company.


 


5.                                       Miscellaneous.


 


5.1                                 Rule 144 and Rule 144A.  If
the Guarantor ceases to be required to file reports under Section 13(a) or
15(d) of the 1934 Act and the rules and regulations adopted by the SEC
thereunder, the Company and the Guarantor covenant that the Guarantor will upon
the request of any Holder of Registrable Securities (a) make publicly available
such information as is necessary to permit sales pursuant to Rule 144 under the
1933 Act, (b) deliver such information to a prospective purchaser as is
necessary to permit sales pursuant to Rule 144A under the 1933 Act to the
extent required by the securities laws, and (c) take such further action that
is reasonable in the circumstances, in each case, to the extent required from
time to time to enable such Holder to sell its Registrable Securities without
registration under the 1933 Act within the limitation of the exemptions
provided by (i) Rule 144 under the 1933 Act, as such Rule may be amended from
time to time, (ii) Rule 144A under the 1933 Act, as such Rule may be amended
from time to time, or (iii) any similar rules or regulations hereafter adopted
by the SEC.


 


5.2                                 No Inconsistent Agreements.  The
Company and the Guarantor have not entered into, and the Company and the
Guarantor will not after the date of this Agreement enter into, any agreement
which is inconsistent with the rights granted to the Holders of Registrable
Securities in this Agreement or otherwise conflicts with the provisions hereof.  The rights granted to the Holders hereunder
do not in any way conflict with the rights granted to the holders of the
Company’s and the Guarantor’s other issued and outstanding securities under any
such agreements.


 


5.3                                 Amendments and Waivers.  The
provisions of this Agreement, including the provisions of this sentence, may
not be amended, modified or supplemented, and waivers or consents to departures
from the provisions hereof may not be given unless the Company and the
Guarantor have obtained the written consent of Holders of at least a majority
in aggregate principal amount of the outstanding Registrable Securities
affected by such amendment, modification, supplement, waiver or departure.


 


5.4                                 Notices.  All notices and other
communications provided for or permitted hereunder shall be made in writing by
hand delivery, registered first-class mail, telex, telecopier, or any courier
guaranteeing overnight delivery (a) if to a Holder, at the most current address
given by such Holder to the Company and the Guarantor by means of a notice
given in 


 

















 


accordance with the
provisions of this Section 5.4, which address initially is the address set
forth in the Purchase Agreement with respect to the Initial Purchasers; and (b)
if to the Company and the Guarantor, initially at the Company’s address set
forth in the Purchase Agreement, and thereafter at such other address of which
notice is given in accordance with the provisions of this Section 5.4.


 


All such notices and
communications shall be deemed to have been duly given:  at the time delivered by hand, if personally
delivered; two business days after being deposited in the mail, postage
prepaid, if mailed; when answered back, if telexed; when receipt is
acknowledged, if telecopied; and on the next business day if timely delivered
to an air courier guaranteeing overnight delivery.


 


Copies of all such notices,
demands, or other communications shall be concurrently delivered by the person
giving the same to the Trustee under the Indenture, at the address specified in
such Indenture.


 


5.5                                 Successor and Assigns.  This
Agreement shall inure to the benefit of and be binding upon the successors,
assigns and transferees of each of the parties, including, without limitation
and without the need for an express assignment, subsequent Holders; provided
that nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Registrable Securities in violation of the terms of the Purchase
Agreement or the Indenture.  If any
transferee of any Holder shall acquire Registrable Securities, in any manner,
whether by operation of law or otherwise, such Registrable Securities shall be
held subject to all of the terms of this Agreement, and by taking and holding
such Registrable Securities such person shall be conclusively deemed to have
agreed to be bound by and to perform all of the terms and provisions of this
Agreement, including the restrictions on resale set forth in this Agreement
and, if applicable, the Purchase Agreement, and such person shall be entitled
to receive the benefits hereof.


 


5.6                                 Third Party Beneficiaries.  Each
Holder of Registrable Securities shall be a third party beneficiary to the
agreements made under this Registration Rights Agreement between the Company
and the Guarantor, on the one hand, and the Initial Purchasers, on the other
hand, and shall have the right to enforce such agreements directly to the
extent it deems such enforcement necessary or advisable to protect its rights
hereunder.


 


5.7.                              Specific Enforcement. 
Without limiting the remedies available to the Initial Purchasers and
the Holders, the Company and the Guarantor acknowledge that any failure by the
Company and the Guarantor to comply with their obligations under Sections 2.1
through 2.4 hereof may result in material irreparable injury to the Initial
Purchasers or the Holders for which there is no adequate remedy at law, that it
would not be possible to measure damages for such injuries precisely and that,
in the event of any such failure, the Initial Purchasers or any Holder may
obtain such relief as may be required to specifically enforce the Company’s and
the Guarantor’s obligations under Sections 2.1 through 2.4 hereof.


 


5.8.                              Restriction on Resales. 
Prior to the earlier of the completion of the Exchange Offer or the
effectiveness of the Shelf Registration Statement, the Company and the
Guarantor 


 

















 


will not, and will cause
their “affiliates” (as such term is defined in Rule 144(a)(1) under the 1933
Act) and subsidiaries not to, resell any Securities which are “restricted
securities” (as such term is defined under Rule 144(a)(3) under the 1933 Act)
that have been reacquired by any of them, other than resales to affiliates or
subsidiaries of the Guarantor or resales pursuant to any effective Registration
Statement.


 


5.9                                 Counterparts.  This Agreement may be executed
in any number of counterparts and by the parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.


 


5.10                           Headings.  The headings in this Agreement
are for convenience of reference only and shall not limit or otherwise affect
the meaning hereof.


 


5.11                           Governing Law.  THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.


 


5.12                           Severability.  In the event that any one or more of the
provisions contained herein, or the application thereof in any circumstance, is
held invalid, illegal or unenforceable, the validity, legality and
enforceability of any such provision in every other respect and of the
remaining provisions contained herein shall not be affected or impaired
thereby.


 


5.13                           Submission to Jurisdiction; Appointment of
Agent for Service.  (a)  Each of the Company and the Guarantor
irrevocably submits to the non-exclusive jurisdiction of any New York State or
United States Federal court sitting in The City of New York over any suit,
action or proceeding arising out of or relating to this Agreement.  Each of the Company and the Guarantor
irrevocably waives, to the fullest extent permitted by law, any objection which
it may now or hereafter have to the laying of venue of any such suit, action or
proceeding brought in such a court and any claim that any such suit, action or
proceeding brought in such a court has been brought in an inconvenient
forum.  To the extent that the Company
or the Guarantor has or hereafter may acquire any immunity (on the grounds of
sovereignty or otherwise) from the jurisdiction of any court or from any legal
process with respect to itself or its property, each of the Company and the
Guarantor irrevocably waives, to the fullest extent permitted by law, such
immunity in respect of any such suit, action or proceeding.


 


(b)                                 Each
of the Company and the Guarantor hereby irrevocably appoints CT Corporation
System, with offices at 111 Eighth Avenue, New York, New York 10011, as its
agent for service of process in any suit, action or proceeding described in the
preceding paragraph and agrees that service of process in any such suit, action
or proceeding may be made upon it at the office of such agent.  Each of the Company and the Guarantor
waives, to the fullest extent permitted by law, any other requirements of or
objections to personal jurisdiction with respect thereto.  Each of the Company and the Guarantor
represents and warrants that such agent has agreed to act as its agent for
service of process, and the Company and the Guarantor each agrees to take any
and all action, including the filing of any and all documents and instruments,
that may be necessary to continue such appointment in full force and effect.


 

















 


5.14.                        Judgment Currency.  If for the purposes of obtaining judgment in
any court it is necessary to convert a sum due hereunder into any currency
other than United States dollars, the parties hereto agree, to the fullest
extent permitted by law, that the rate of exchange used shall be the rate at
which in accordance with normal banking procedures the Initial Purchasers could
purchase United States dollars with such other currency in The City of New York
on the business day preceding that on which final judgment is given.  The obligation of the Company and the
Guarantor with respect to any sum due from either of them to any Initial
Purchaser, Holder, Participating Broker-Dealer or Underwriter or any person
controlling any such Person shall, notwithstanding any judgment in a currency
other than United States dollars, not be discharged until the first business
day following receipt by such Initial Purchaser, Holder, Participating
Broker-Dealer or Underwriter or controlling person of such Person of any sum in
such other currency, and only to the extent that such Initial Purchaser,
Holder, Participating Broker-Dealer or Underwriter or controlling person of any
such Person may in accordance with normal banking procedures purchase United
States dollars with such other currency. 
If the United States dollars so purchased are less than the sum originally
due to such Initial Purchaser, Holder, Participating Broker-Dealer or
Underwriter or controlling person of such Person hereunder, the Company and the
Guarantor jointly and severally agree, as a separate obligation and
notwithstanding any such judgment, to indemnify such Initial Purchaser, Holder,
Participating Broker-Dealer or Underwriter or controlling person of such
Person, as applicable, against such loss. 
If the United States dollars so purchased are greater than the sum
originally due to such Initial Purchaser, Holder, Participating Broker-Dealer
or Underwriter or controlling person of such Person hereunder, such Initial
Purchaser, Holder, Participating Broker-Dealer or Underwriter or controlling
person of such Person, as applicable, agrees to pay to the Guarantor an amount
equal to the excess of the dollars so purchased over the sum originally due to
such Initial Purchaser, Holder, Participating Broker-Dealer or Underwriter or
controlling person of such Person hereunder.


 

















 


IN WITNESS WHEREOF, the
parties have executed this Agreement as of the date first written above.


 


TYCO INTERNATIONAL GROUP S.A.


 


 


	
  By:

  	
      /s/
  Michelangelo Stefani

  	
   

  
	
   

  	
  Name:  Michelangelo Stefani

  
	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
  TYCO INTERNATIONAL LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
      /s/
  David J. FitzPatrick

  	
   

  
	
   

  	
  Name:  David J. FitzPatrick

  
	
   

  	
  Title: Executive Vice
  President

  and Chief Financial Officer

  
				



 

















 


Confirmed
and accepted as

of the date first above
written:


 


 


J.P. MORGAN SECURITIES INC.

MORGAN STANLEY & CO.
INCORPORATED
UBS SECURITIES LLC
Acting severally on behalf of themselves
and the several Initial
Purchasers named in Schedule I
to the Purchase Agreement.


 


	
  By:

  	
  J.P. Morgan Securities Inc.

  



 


 


	
  By:

  	
      /s/
  Maria Sramek

  	
   

  
	
   

  	
  Name:  Maria Sramek

  
	
   

  	
  Title:Vice President

  



 


	
  By:

  	
  Morgan Stanley & Co.
  Incorporated

  



 


 


	
  By:

  	
      /s/
  Michael Fusco

  	
   

  
	
   

  	
  Name:  Michael Fusco

  
	
   

  	
  Title:

  



 


	
  By:

  	
  UBS Securities LLC

  



 


 


	
  By:

  	
      /s/
  Bruce J. Widas

  	
   

  
	
   

  	
  Name:  Bruce J. Widas

  
	
   

  	
  Title:  Managing Director Capital Markets

  



 


	
  By:

  	
  UBS Securities LLC

  



 


 


	
  By:

  	
      /s/
  John Doherty

  	
   

  
	
   

  	
  Name:  John Doherty

  
	
   

  	
  Title:  Managing Director

  



 

















 


ANNEX A


 


PLAN
OF DISTRIBUTION


 


Each
broker-dealer that receives exchange notes for its own account in exchange for
old notes pursuant to the exchange offer must acknowledge that such old notes
were acquired by such broker-dealer as a result of market-making activities or
other trading activities and that it will deliver a prospectus in connection
with any resale of such exchange notes. 
This prospectus, as it may be amended or supplemented from time to time,
may be used by a broker-dealer in connection with resales of exchange notes
received in exchange for old notes. 
Under existing interpretations of the SEC contained in several no-action
letters to third parties, the exchange notes will be freely transferable by
holders thereof (other than our affiliates) after the exchange offer without
further registration under the Securities Act; provided, however, that each
holder that wishes to exchange its old notes for exchange notes will be
required to represent:


 


1.                                       that
any exchange notes to be received by such holder will be acquired in the
ordinary course of its business;


 


2.                                       that
at the time of the consummation of the exchange offer such holder will have no
arrangement or understanding with any person to participate in the distribution
(within the meaning of the Securities Act) of the exchange notes in violation
of the Securities Act;


 


3.                                       that
such holder is not our “affiliate” (as defined in Rule 405 promulgated under
the Securities Act) or an “affiliate” of any of the guarantors;


 


4.                                       if
such holder is not a broker-dealer, that it is not engaged in, and does not
intend to engage in, the distribution of exchange notes; and


 


5.                                       if
such holder is a broker-dealer (a “Participating Broker-Dealer”), such holder
will receive exchange notes for its own account in exchange for notes that were
acquired as a result of market making or other trading activities and that such
holder will deliver a prospectus in connection with any resale of such exchange
notes.


 


We will agree
to make available, during the period required by the Securities Act, a
prospectus meeting the requirements of the Securities Act for use by
Participating Broker-Dealers and other persons, if any, with similar prospectus
delivery requirements for use in connection with any resale of exchange notes.  If any holder is an affiliate of the Company
or is engaged in or intends to engage in or has any arrangement or
understanding with respect to the distribution of the exchange notes to be
acquired pursuant to the exchange offer, such holder:


 


•                                          may
not rely on the applicable interpretations of the staff of the SEC; and


 


•                                          must
comply with the registration and prospectus delivery requirements of the
Securities Act in connection with any resale transaction.


 

















 


We will not
receive any proceeds from any sale of exchange notes by broker-dealers.  Exchange notes received by broker-dealers
for their own account pursuant to the exchange offer may be sold from time to
time in one or more transactions in the over-the-counter market, in negotiated
transactions, through the writing of options on the exchange notes or a
combination of such methods of resale, at market prices prevailing at the time
of resale, at prices related to such prevailing market prices or negotiated
prices.  Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer or the purchasers of any such exchange notes.


 


Any
broker-dealer that resells exchange notes that were received by it for its own
account pursuant to the exchange offer and any broker or dealer that
participates in a distribution of such exchange notes may be deemed to be an
“underwriter” within the meaning of the Securities Act and any profit on any
such resale of exchange notes and any commission or concessions received by any
such persons may be deemed to be underwriting compensation under the Securities
Act.  The letter of transmittal states
that, by acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an “underwriter” within
the meaning of the Securities Act.


 


For a period
of 90 days after the expiration of the exchange offer, we will promptly send
additional copies of this prospectus and any amendment or supplement to this
prospectus to any broker-dealer that requests these documents in the letter of
transmittal.  We have agreed, pursuant
to the Registration Rights Agreement, to pay [all expenses incident to the
exchange offer (including the expenses of one counsel for all the holders of
the notes and exchange notes as a single class)](1) other than commissions or
concessions of any brokers or dealers and will indemnify the holders of the old
notes and exchange notes (including any broker-dealers) against certain
liabilities, including liabilities under the Securities Act.


 


LEGEND


 


Each
broker-dealer that receives exchange securities for its own account pursuant to
the exchange offer must acknowledge that it will deliver a prospectus in connection
with any resale of the exchange securities. 
The letter of transmittal accompanying this prospectus states that by so
acknowledging and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an “underwriter” within the meaning of the
Securities Act.  This prospectus, as it
may be amended or supplemented from time to time, may be used by a
broker-dealer in connection with resales of exchange securities received in
exchange for unregistered securities where the unregistered securities were
acquired by the broker-dealer as a result of market-making activities or other
trading activities.  We have agreed
that, for a period of 180 days after the date of this prospectus, we will make
this prospectus available to any broker-dealer for use in connection with any
resale.


 












(1)     To
be confirmed