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NOTICE OF GUARANTEED DELIVERY
FOR
6 7/8% NOTES DUE 2002
OF
TYCO INTERNATIONAL GROUP S.A.
As set forth in the prospectus dated June , 2000 (the "Prospectus") of
Tyco International Group S.A. (the "Company") and Tyco International Ltd.
("Tyco") and in the Letter of Transmittal (the "Letter of Transmittal"), this
form or a form substantially equivalent to this form must be used to accept the
Exchange Offer (as defined below) if the certificates for the outstanding 6 7/8%
Notes due 2002 (the "Restricted Notes") of the Company and all other documents
required by the Letter of Transmittal cannot be delivered to the Exchange Agent
by the Expiration Date of the Exchange Offer or compliance with book-entry
transfer procedures cannot be effected on a timely basis. Such form may be
delivered by hand or transmitted by facsimile transmission, telex or mail to the
Exchange Agent no later than the Expiration Date, and must include a signature
guarantee by an Eligible Institution as set forth below. Capitalized terms used
herein but not defined herein have the meanings ascribed thereto in the
Prospectus.
The Exchange Agent for the Exchange Offer is:
The Bank Of New York
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BY REGISTERED OR CERTIFIED MAIL FACSIMILE TRANSMISSIONS: BY HAND OR OVERNIGHT DELIVERY
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The Bank of New York (Eligible Institutions Only) The Bank of New York
101 Barclay Street, 7E (212) 815-4699 101 Barclay Street
New York, New York 10286 CONFIRM BY TELEPHONE: CorporateTrustServices Window
Attn: Denise Robinson (212) 815-2791 Ground Level
FOR INFORMATION CALL: New York, New York 10286
(212) 815-2791 Attn: Denise Robinson
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DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OR TRANSMISSION TO A FACSIMILE
NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID DELIVERY. THE
METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT THE RISK OF
THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT
REQUESTED, PROPERLY INSURED, IS RECOMMENDED. YOU SHOULD READ THE INSTRUCTIONS
ACCOMPANYING THE LETTER OF TRANSMITTAL CAREFULLY BEFORE YOU COMPLETE THIS NOTICE
OF GUARANTEED DELIVERY.
This Notice of Guaranteed Delivery is not to be used to guarantee
signatures. If a signature on a Letter of Transmittal is required to be
guaranteed by an Eligible Institution under the instructions thereto, such
signatures must appear in the applicable space provided on the Letter of
Transmittal for Guarantee of Signature(s).
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M.
NEW YORK CITY TIME ON JULY , 2000 UNLESS THE EXCHANGE OFFER IS EXTENDED.
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Ladies and Gentlemen:
The undersigned acknowledges receipt of the Prospectus and the related
Letter of Transmittal which describes the Company's offer (the "Exchange Offer")
to exchange $1,000 in principal amount of its 6 7/8% Notes due 2002 (the
"Exchange Notes") for each $1,000 in principal amount of its 6 7/8% Notes due
2002 (the "Restricted Notes"). The undersigned hereby tenders to the Company the
aggregate principal amount of Restricted Notes set forth below on the terms and
conditions set forth in the Prospectus and the related Letter of Transmittal
pursuant to the guaranteed delivery procedure set forth in the "Exchange
Offer--Guaranteed Delivery Procedures" section in the Prospectus and the
accompanying Letter of Transmittal.
The undersigned understands that no withdrawal of a tender of Restricted
Notes may be made on or after the Expiration Date. The undersigned understands
that for a withdrawal of a tender of Restricted Notes to be effective, a written
notice of withdrawal that complies with the requirements of the Exchange Offer
must be timely received by the Exchange Agent at one of its addresses or by
facsimile specified on the cover of this Notice of Guaranteed Delivery prior to
the Expiration Date.
The undersigned understands that the exchange of Restricted Notes for
Exchange Notes pursuant to the Exchange Offer will be made only after timely
receipt by the Exchange Agent of (1) such Restricted Notes (or Book-Entry
Confirmation of the transfer of such Restricted Notes into the Exchange Agent's
account at The Depository Trust Company ("DTC")) and (2) if Restricted Notes are
to be physically delivered, a Letter of Transmittal (or facsimile thereof) with
respect to such Restricted Notes, properly completed and duly executed, with any
required signature guarantees, this Notice of Guaranteed Delivery and any other
documents required by the Letter of Transmittal or, in the case of book-entry
transfer, a properly transmitted Agent's Message. The term "Agent's Message"
means a message transmitted by DTC to, and received by, the Exchange Agent and
forming part of the confirmation of a book-entry transfer, which states that DTC
has received an express acknowledgment from a participant in DTC tendering the
Restricted Notes and that such participant has received the Letter of
Transmittal and agrees to be bound by the terms of the Letter of Transmittal and
the Company may enforce such agreement against such participant.
All authority conferred or agreed to be conferred by this Notice of
Guaranteed Delivery shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this Notice of Guaranteed Delivery shall be binding on the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.
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