Exhibit 4.1


 


EXECUTION VERSION


 




 





 


TYCO INTERNATIONAL FINANCE S.A.,


as Issuer


 


 


AND


 


 


TYCO INTERNATIONAL LTD.


as Parent


 


 


AND


 


 


DEUTSCHE BANK TRUST

COMPANY AMERICAS,


as Trustee


 


 


 


THIRD
SUPPLEMENTAL INDENTURE

Dated as of May 5, 2010


 


 


 


$500,000,000 of 3.375% Notes due 2015




 





 


i

















 


THIS
THIRD SUPPLEMENTAL INDENTURE is dated as of May 5, 2010 among TYCO
INTERNATIONAL FINANCE S.A., a Luxembourg company (the “Company”), TYCO INTERNATIONAL LTD., a Swiss
corporation (“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 January 9, 2009 (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 resolutions of a duly
authorized Pricing Committee of the Board of Directors, the Company has
authorized the issuance of $500,000,000 principal amount of 3.375% Notes due
2015 (the “Offered Securities”).


 


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


 


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


 


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


 


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


 


ARTICLE I


 


Section 1.1.            Terms of Offered Securities.


 


The
following terms relate to the Offered Securities:


 


(1)           The Offered Securities constitute a
series of securities having the title “3.375% Notes due 2015”.


 


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


 


(3)           The entire Outstanding principal of
the Offered Securities shall be payable on October 15, 2015.


 


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(4)           The rate at which the Offered
Securities shall bear interest shall be 3.375% per year.  The date from which interest shall accrue on
the Offered Securities shall be May 5, 2010, 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 15 and October 15 of each year, beginning October 15,
2010.  Interest shall be payable on each
Interest Payment Date to the holders of record at the close of business on the April 1
and October 1 prior to each Interest Payment Date (a “regular record date”).  The basis upon which interest shall be
calculated shall be that of a 360-day year consisting of twelve 30-day months.


 


(5)           The Offered Securities shall be
issuable in whole in the registered form of one or more Global Securities, and
the Depository for such 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 in
writing, the sum of the present values of the remaining scheduled payments of
principal and interest thereon due on any date after the Redemption Date
(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 15 basis points (such greater amount is
referred to herein as the “Redemption Price”),
plus accrued and unpaid 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 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 would 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 


 


3

















 


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)           Except as provided herein, the
Offered Securities shall not be subject to redemption, repurchase or repayment
at the option of any holder thereof, upon the occurrence of any particular
circumstances or otherwise.  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.


 


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:


 


“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 


 


4

















 


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.


 


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


 


“Change of Control” means the
occurrence of any of the following (1) the direct or indirect sale, lease,
transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or more series of related transactions, of all or
substantially all of the assets of Parent and its subsidiaries, taken as a
whole, to any person other than Parent or a direct or indirect wholly-owned
subsidiary of Parent; (2) the consummation of any transaction (including,
without limitation, any merger or consolidation) the result of which is that  any person 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 or other Voting Stock into which Parent’s Voting Stock is
reclassified, consolidated, exchanged or changed, measured by voting power
rather than number of shares; (3) Parent consolidates with, or merges with
or into, any person, or any person consolidates with, or merges with or into,
Parent, in any such event pursuant to a transaction in which any of the
outstanding Voting Stock of Parent or such other person is converted into or
exchanged for cash, securities or other property, other than any such
transaction where the shares of the Voting Stock of Parent outstanding
immediately prior to such transaction constitute, or are converted into or
exchanged for, a majority of the Voting Stock of the surviving person or any
direct or indirect parent company of the surviving person immediately after
giving effect to such transaction; (4) the first day on which a majority
of the members of the board of directors of Parent are not Continuing Directors
or (5) the adoption of a plan relating to the liquidation or dissolution
of Parent.  Notwithstanding the
foregoing, a transaction shall not be deemed to involve a Change of Control
under clause (1), (2) or (5) above if: (i) Parent becomes a
direct or indirect wholly-owned subsidiary of a holding company or a holding
company becomes the successor to Parent under Section 8.2 of the Indenture
pursuant to a transaction that is permitted under Section 8.1 of the
Indenture and (ii) the direct or indirect holders of the Voting Stock of
such holding company immediately following that transaction (or a series of
related transactions) are substantially the same (and hold in the same
proportions) as the holders of Parent’s Voting Stock immediately prior to that
transaction.  The term “person,” as used
in this definition, means any Person and any two or more Persons as provided in
Section 13(d)(3) of the Exchange Act.


 


“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.


 


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“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.


 


“Continuing Director” means, as of any date of determination, any
member of the board of directors of Parent who:


 


(1) was a
member of such board of directors on the date hereof; or


 


(2) was
nominated for election, elected or appointed to such board of directors pursuant to a proposal by a majority of the Continuing Directors who
were members of such board of directors at the time of such nomination,
election or appointment (either by a specific vote or by approval of a proxy
statement of Parent in which such member was named as a nominee for election as
a director, without objection to such nomination).


 


“Fitch” means Fitch Inc., and its successors.


 


“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



 


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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, and the equivalent investment grade credit
rating from any replacement rating agency or rating agencies selected by the
Company.


 


“Moody’s” means Moody’s Investors Service, Inc., and its
successors.


 


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


 


“Principal Property” means any U.S.
manufacturing, processing or assembly plant or any U.S. warehouse or
distribution facility of the Parent or any of its Subsidiaries that is used by
any U.S. Subsidiary of the Company and (A) is owned by the Parent or any
Subsidiary of the Parent on the date hereof, (B) the initial construction
of which has been completed after the date hereof, or (C) is acquired
after the date hereof, in each case, other than any such plants, facilities,
warehouses or portions thereof, that in the opinion of the Board of Directors
of the Company, are not collectively of material importance to the total
business conducted by the Parent and its subsidiaries as an entirety, or that
has a net book value (excluding any capitalized interest expense), on the date
hereof in the case of clause (A) of this definition, on the date of
completion of the initial construction in the case of clause (B) of this
definition or on the date of acquisition in the case of clause (C) of this
definition, of less than 2.0% of Consolidated Tangible Assets on the
consolidated balance sheet of Parent and its subsidiaries as of the applicable
date.


 


“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.


 


“Rating Event” means the rating on the Offered Securities is
lowered by at least two of the three Rating Agencies and such Offered
Securities are rated below an Investment Grade Rating by at least two of the
three Rating Agencies on any day during the period (which period shall be extended
so long as the rating of such Offered Securities is under publicly announced
consideration for a possible downgrade by any of the Rating Agencies)
commencing 60 days prior to the first public notice of the occurrence of a
Change of Control or Parent’s intention to effect a Change of Control and
ending 60 days following consummation of such Change of Control.


 


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“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 Ratings Services,
a division of The McGraw-Hill Companies, Inc, and it successors.


 


“Voting Stock” means, with respect to any specified “Person”
as of any date, 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.


 


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, or any shares of
stock of or Indebtedness issued by any Restricted Subsidiary, whether now owned
or hereafter acquired, 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 


 


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of a corporation or firm as an entirety or substantially as an entirety
by the Company or any Restricted Subsidiary;


 


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


 


(e)           liens securing Indebtedness owing by
any Restricted 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 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 Restricted
Subsidiary is a party, or to secure the public or statutory obligations of the
Company or any Restricted 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 Restricted 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 Restricted Subsidiary with respect to 


 


9

















 


which the Company or such Restricted 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 Restricted 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 Restricted 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 Restricted Subsidiary, or the ownership of their respective
assets, that were not incurred in connection with the borrowing of money or the
obtaining of advances or credit and that, in the opinion of the Board of
Directors of the Company, do not materially impair the use of such assets in the
operation of the business of the Company or such Restricted Subsidiary or the
value of such Principal Property for the purposes of such business;


 


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


 


(k)           liens not permitted by the foregoing
clauses (a) to (j), inclusive, if at the time of, and after giving
effect to, the creation or assumption of any such lien, the aggregate amount of
all outstanding Indebtedness of the Company and its Restricted Subsidiaries
(without duplication) secured by all such liens not so permitted by the
foregoing clauses (a) through (j), 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 $100,000,000 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 (k),
inclusive; provided, however, that the principal amount of Indebtedness secured
thereby unless otherwise excepted under clauses (a) through (k) shall
not exceed the principal amount of Indebtedness so secured at the time of such
extension, renewal or replacement, and that such extension, renewal or
replacement shall be limited to all or a part of the assets (or any
replacements therefor) that secured the lien so extended, renewed or replaced
(plus improvements and construction on real property).


 


(2)           Limitation on Sale/Leaseback
Transactions.


 


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


 


(a)           the Company or such Restricted
Subsidiary, at the time of entering into a Sale and Lease-Back Transaction,
would be entitled to incur Indebtedness secured by a 


 


10

















 


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 Section 1.3
(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)           If a Change of Control Triggering
Event occurs, unless the Company has exercised its option to redeem the Offered
Securities, it shall be required to make an offer (a “Change of
Control Offer”) to each Holder of the Offered Securities to
repurchase, at the Holder’s election, all or any part (equal to $1,000 or an
integral multiple of $1,000 in excess thereof) of that Holder’s Offered Securities
on the terms set forth herein.  In a
Change of Control Offer, the Company shall be required to offer payment in cash
equal to 101% of the aggregate principal amount of Offered Securities
repurchased, plus accrued and unpaid interest, if any, on the Offered
Securities repurchased to the date of repurchase (a “Change of
Control Payment”).  Within 30
days following any Change of Control Triggering Event or, at the Company’s
option, prior to any Change of Control, but after public announcement of the
transaction that constitutes or may constitute the Change of Control, a notice
shall be mailed to Holders of the Offered Securities describing in reasonable
detail the transaction that constitutes or may constitute the Change of Control
Triggering Event and offering to repurchase such Offered Securities on the date
specified in the notice, which date shall be no earlier than 30 days and no
later than 60 days from the date such notice is mailed (a “Change of
Control Payment Date”).  The
notice shall, if mailed prior to the date of consummation of the Change of
Control, state that the offer to purchase is conditioned on the Change of
Control Triggering Event occurring on or prior to the Change of Control Payment
Date.


 


(b)           In order to accept the Change of
Control Offer, the Holder must deliver (or otherwise comply with alternative
instructions in accordance with the procedures of the Depositary) to the paying
agent, at least five Business Days prior to the Change of Control Payment Date,
its Offered Security together with the form entitled “Election Form” (which
form is contained in the form of note attached hereto as Exhibit A) duly
completed, or a telegram, 


 


11

















 


telex, facsimile
transmission or a letter from a member of a national securities exchange, or
the Financial Industry Regulatory Authority, Inc. or a commercial bank or
trust company in the United States setting forth:


 


(i)            the name of the Holder of such
Offered Security;


 


(ii)           the principal amount of such Offered
Security;


 


(iii)          the principal amount of such Offered
Security to be repurchased;


 


(iv)          the certificate number or a
description of the tenor and terms of such Offered Security;


 


(v)           a statement that the Holder is
accepting the Change of Control Offer; and


 


(vi)          a guarantee that such Offered
Security, together with the form entitled “Election Form” duly completed, will
be received by the paying agent at least five Business Days prior to the Change
of Control Payment Date.


 


(c)           Any exercise by a Holder of its
election to accept the Change of Control Offer shall be irrevocable.  The Change of Control Offer may be accepted
for less than the entire principal amount of an Offered Security, but in that
event the principal amount of such Offered Security remaining outstanding after
repurchase must equal $2,000 or an integral multiple of $1,000 in excess
thereof.


 


(d)           On the Change of Control Payment
Date, the Company shall, to the extent lawful:


 


(i)            accept for payment all Offered
Securities or portions of such Offered Securities properly tendered pursuant to
the Change of Control Offer;


 


(ii)           deposit with the paying agent an
amount equal to the Change of Control Payment in respect of all Offered
Securities or portions of Offered Securities properly tendered; and


 


(iii)          deliver or cause to be delivered to
the Trustee the Offered Securities properly accepted together with an Officers’
Certificate stating the aggregate principal amount of Offered Securities or
portions of Offered Securities being repurchased.


 


(e)           The Company shall not be required to
make a Change of Control Offer upon the occurrence of a Change of Control
Triggering Event if a third party makes such an offer in the manner, at the
times and otherwise in compliance with the requirements for an offer made by
the Company and the third party purchases all Offered Securities properly
tendered and not withdrawn under its offer. 
In addition, the Company shall not repurchase any Offered Securities if
there has occurred and is continuing on the Change of Control Payment Date an
Event of Default under the Indenture, other than a default in the payment of
the Change of Control Payment upon a Change of Control Triggering Event.


 


(f)            The Company shall comply with the
requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), and any other securities 


 


12

















 


laws and regulations
thereunder to the extent those laws and regulations are applicable in
connection with the repurchase of the Offered Securities as a result of a
Change of Control Triggering Event.  To
the extent that the provisions of any such securities laws or regulations
conflict with this Section 1.3(3), the Company shall comply with those
securities laws and regulations and shall not be deemed to have breached its
obligations under this Section 1.3(3) by virtue of any compliance
with such laws or regulations.


 


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
Outstanding Securities of such series; provided however that:


 


(1)           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


 


(2)           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 of such series.


 


13
















 


ARTICLE
II


 


MISCELLANEOUS


 


Section 2.1.            Definitions.


 


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


 


Section 2.2.            Confirmation of Indenture.


 


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


 


Section 2.3.            Concerning the Trustee.


 


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


 


Section 2.4.            Governing Law.


 


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


 


Section 2.5.            Separability.


 


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


 


Section 2.6.            Counterparts.


 


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


 


14

















 


Section 2.7             No Benefit.


 


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


 


15

















 


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


 


 


	
   

  	
  TYCO INTERNATIONAL FINANCE S.A.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Peter Schieser

  
	
   

  	
   

  	
  Name:

  	
  Peter
  Schieser

  
	
   

  	
   

  	
  Title:

  	
  Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TYCO INTERNATIONAL LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Christopher J. Coughlin

  
	
   

  	
   

  	
  Name:

  	
  Christopher
  J. Coughlin

  
	
   

  	
   

  	
  Title:

  	
  Executive
  Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DEUTSCHE BANK TRUST COMPANY AMERICAS

  as Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Carol Ng

  
	
   

  	
   

  	
  Name:

  	
  Carol
  Ng

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Wanda Camacho

  
	
   

  	
   

  	
  Name:

  	
  Wanda
  Camacho

  
	
   

  	
   

  	
  Title:

  	
  Vice
  President

  



 

















 


EXHIBIT A


FORM OF 3.375% NOTES


 


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


 


3.375%
NOTES DUE 2015


 


	
  No. [      ]

  	
  $[               ]

  
	
  CUSIP
  No. [                 ]

  	
   

  



 


TYCO
INTERNATIONAL FINANCE S.A.


 


promises to pay to [      ] or registered
assigns, the principal sum of
[              ]
Dollars on October 15, 2015.


 


Interest Payment Dates: April 15 and October 15


 


Record Dates:  April 1 and
October 1


 


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


 


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


 


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


 


Date: 
[        ]


 


	
   

  	
  TYCO
  INTERNATIONAL FINANCE 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

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Dated:

  



 


A-2

















 


GUARANTEE


 


For
value received, TYCO INTERNATIONAL 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 INTERNATIONAL LTD.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-3

















 


TYCO INTERNATIONAL FINANCE
S.A.


 


3.375% Notes due 2015


 


This
security is one of a duly authorized series of debt securities of Tyco
International Finance 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 January 9, 2009 (the
“Base Indenture”), duly executed and delivered by and among the Company, Tyco
International Ltd. (“Parent”) and Deutsche Bank Trust Company Americas (the
“Trustee”), as supplemented by the Third Supplemental Indenture, dated as of
May 5, 2010 (the “Third Supplemental Indenture”), by and among the
Company, Parent and the Trustee.  The Base
Indenture as supplemented and amended by the Third Supplemental Indenture is
referred to herein as the “Indenture.” 
By the terms of the Base Indenture, the debt securities issuable
thereunder are issuable in series that may vary as to amount, date of maturity,
rate of interest and in other respects as provided in the Base Indenture.  This security is one of the series designated
on the face hereof (individually, a “Security,” and collectively, the
“Securities”), and reference is hereby made to the Indenture for a description
of the rights, limitations of rights, obligations, duties and immunities of the
Trustee, the Company, Parent and the holders of the Securities (the
“Securityholders”).  Capitalized terms
used herein and not otherwise defined shall have the meanings given them in the
Base Indenture or the Third Supplemental Indenture, as applicable.


 


1.  Interest.  The Company
promises to pay interest on the principal amount of this Security at an annual
rate of 3.375%.  The Company will pay
interest semi-annually on April 15 and October 15 of each year (each
such day, an “Interest Payment Date”). 
If any Interest Payment Date, redemption date or maturity date of this
Security is not a Business Day, then payment of interest or principal (and
premium, if any) shall be made on the next succeeding Business Day with the
same force and effect as if made on the date such payment was due, and no
interest shall accrue for the period after such date to the date of such
payment on 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 October 15, 2010.  Interest will
be calculated on the basis of a 360-day year consisting of twelve 30-day
months.


 


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 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 


 


A-4

















 


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 “3.375% Notes due 2015”, initially limited to $500,000,000
in aggregate principal amount.


 


The
Company will furnish to any Securityholder upon written request and without
charge a copy of the Base Indenture and the Third Supplemental Indenture.  Requests may be made to: Tyco International
Finance S.A., 29 Avenue de la Porte Neuve, L-2227 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 in writing, the sum of the present
values of the remaining scheduled payments of principal and interest thereon
due on any date after the Redemption Date (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 15 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, 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.


 


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


 


A-5

















 


6.  Change
of Control Triggering Event.  If a Change of Control Triggering Event occurs,
unless the Company has exercised its option to redeem this Security, it shall
be required to make an offer to the holder of this Security to repurchase, at
such holder’s election, all or a part (equal to $1,000 or an integral
multiple of $1,000 in excess thereof; provided that any remaining
principal amount thereof shall be at least the minimum authorized denomination
thereof), of this
Security, in cash equal to 101% of the aggregate principal amount of this Security
repurchased, plus accrued and unpaid interest, if any, to the date of
repurchase.  Within 30 days following any
Change of Control Triggering Event, or at the Company’s option, prior to any
Change of Control, but after public announcement of the transaction that
constitutes or may constitute the Change of Control Triggering Event, a notice
shall be mailed to each Holder describing in reasonable detail the transaction
that constitutes or may constitute the Change of Control Triggering Event and
offering to repurchase this Security on the date specified in the notice, which
date shall be no earlier than 30 days and no later than 60 days from the date
such notice is mailed.


 


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.


 


A-6

















 


10.  Amendments,
Supplements and Waivers.  The Base Indenture contains provisions
permitting the Company, Parent and the Trustee, with the consent of the holders
of not less than a majority in aggregate principal amount of the securities of
each series at the time Outstanding affected by such supplemental indenture or
indentures to enter into supplemental indentures for the purpose of adding,
changing or eliminating any provisions of the Base Indenture or any
supplemental indenture 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 


 


A-7

















 


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.


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


A-8

















 


ASSIGNMENT FORM


 


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


 


	
   

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

  
	
   

  
	
   

  
	
   

  
	
   

  
	
   

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

  



 


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


 


 


 


	
  Date:

  	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Your Signature:

  	
   

  
	
   

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

  
	
   

  	
   

  
	
  Signature
  Guarantee:

  	
   

  	
   

  
						



 


A-9

















 


ELECTION FORM


 


TO BE COMPLETED ONLY IF THE HOLDER


ELECTS TO ACCEPT THE CHANGE OF CONTROL OFFER


 






 


The
undersigned hereby irrevocably requests and instructs the Company to repurchase
the within Security (or the portion thereof specified below), pursuant to its
terms, on the Change of Control Payment Date specified in the Change of Control
Offer, for the Change of Control Payment specified in the within Security, to
the undersigned,
                                                                                ,
at
                                                                                   
(please print or typewrite name, address and telephone number of the
undersigned).


 


For
this election to accept the Change of Control Offer to be effective, the
undersigned must (A) deliver, to the address of the paying agent set forth
below or at such other place or places of which the Company shall from time to
time notify the Holder of the within Security, either (i) the Security
with this “Election Form” form duly completed, or (ii) a telegram, telex,
facsimile transmission or a letter from a member of a national securities
exchange or the Financial Industry Regulatory Authority, Inc. or a
commercial bank or a trust company in the United States setting forth
(a) the name of the Holder of the Security, (b) the principal amount
of the Security, (c) the principal amount of the Security to be
repurchased, (d) the certificate number or description of the tenor and
terms of the Security, (e) a statement that the option to elect repurchase
is being exercised, and (f) a guarantee stating that the Security to be
repurchased, together with this “Election Form” duly completed, will be
received by the paying agent at least five Business Days prior to the Change of
Control Payment Date or (B) otherwise comply with alternative instructions
in accordance with the procedures of the depositary. The address of the paying
agent is [          ];
Attention:  [              ].


 


If
less than the entire principal amount of the within Security is to be
repurchased, specify the portion thereof (which principal amount must be $1,000
or an integral multiple of $1,000 in excess thereof; provided that any
remaining principal amount shall be at least the minimum authorized
denomination thereof) which the Holder elects to have repurchased:
$                       .


 


 


	
   

  	
  Holder:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


A-10