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Exhibit 4.5
FORM OF EXCHANGE NOTE
U.S. GLOBAL SECURITY
TYCO INTERNATIONAL GROUP S.A.
6 1/8% Note due 2007
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY (AS
DEFINED IN THE INDENTURE) OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE
EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF
THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON
OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
MORGAN GUARANTY TRUST COMPANY OF NEW YORK, BRUSSELS OFFICE, AS OPERATOR OF THE
EUROCLEAR SYSTEM ("EUROCLEAR"), CLEARSTREAM BANKING, SOCIETE ANONYME,
LUXEMBOURG ("CLEARSTREAM, LUXEMBOURG"), OR THE DEPOSITORY TRUST COMPANY
("DTC"), A NEW YORK CORPORATION, TO THE COMPANY OR ITS AGENT FOR REGISTRATION
OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN
THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF (AND, IN THE CASE OF DTC, ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF)
EUROCLEAR, CLEARSTREAM, LUXEMBOURG, OR DTC, ANY TRANSFER, PLEDGE OR OTHER USE
THEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE
REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
<PAGE>
TYCO INTERNATIONAL GROUP S.A.
6 1/8% Note due 2007
No. 1 CUSIP: 902118 AT5
Common Code: 011557520
Euro 600,000,000 ISIN: US902118AT52
TYCO INTERNATIONAL GROUP S.A., a Luxembourg company (the "Issuer"), for
value received, hereby promises to pay to CEDE & CO. or registered assigns, the
principal sum of six hundred million Euro ((Euro)600,000,000) on April 4, 2007,
at the office or agency of the Issuer in the Borough of Manhattan, The City of
New York, in London or in Luxembourg, in euro, and to pay interest thereon
annually on April 4 of each year (each, an "Interest Payment Date"; provided,
however, that if any Interest Payment Date would otherwise be a day that is not
a Business Day, such Interest Payment Date shall be the next succeeding
Business Day but no additional interest shall be paid in respect of such
intervening period), commencing April 4, 2001, the amount of interest on said
principal sum at said office or agency, in like coin or currency, at the rate
per annum specified in the title of this Note, from April 4, 2000 or from the
most recent Interest Payment Date to which interest has been paid or duly
provided for until said principal sum has been paid or duly provided for. To
the extent interest is required to be calculated for a period of less than one
year, it will be calculated on the basis of the actual number of days elapsed
divided by the actual number of days in the period from and including the
immediately preceding Interest Payment Date to but excluding the next Interest
Payment Date.
For purposes of this Note, "Business Day" means any day other than a
Saturday, a Sunday or a day on which commercial banks and foreign exchange
markets in the place of presentation are closed and on which the Trans-European
Automated Real-Time Gross Settlement Express Transfer (TARGET) System is open.
The interest payable on any Interest Payment Date which is punctually paid
or duly provided for on such Interest Payment Date will be paid to the Person
in whose name this Note is registered at the close of business on the March 20
(whether or not a Business Day) immediately preceding such Interest Payment
Date (each, a "Regular Record Date"). Interest payable on this Note which is
not punctually paid or duly provided for on any Interest Payment Date therefor
shall forthwith cease to be payable to the Person in whose name this Note is
registered at the close of business on the Regular Record Date immediately
preceding such Interest Payment Date, and such interest shall instead be paid
to the Person in whose name this Note is registered at the close of business on
the record date established for such payment by notice by or on behalf of the
Issuer to the Holders of the Notes mailed by first-class mail not less than 15
days prior to such record date to their last addresses as they shall appear
upon the Security register, such record date to be not less than five days
preceding the date of payment of such defaulted interest. At the option of the
Issuer, interest on the Notes may be paid (i) by check mailed to the address of
the Person entitled thereto as such address shall appear in the register of
Holders of the Notes or (ii) at the expense of the Issuer, by wire transfer to
an account maintained by the Person entitled thereto as specified in writing to
the Trustee by such Person by the applicable record date of the Notes.
All references in the Notes (and related Guarantees) to interest shall
include any Additional Interest or Additional Amounts.
Reference is made to the further provisions of this Note set forth on the
reverse hereof. Such further provisions shall for all purposes have the same
effect as though fully set forth at this place.
This Note shall not be valid or become obligatory for any purpose until the
certificate of authentication hereon shall have been signed by the Trustee
under the Indenture referred to on the reverse hereof.
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IN WITNESS WHEREOF, TYCO INTERNATIONAL GROUP S.A. has caused this instrument
to be signed by its duly authorized Managing Directors.
Dated: , 2000
Tyco International Group S.A.
By: _________________________________
Name: Richard W. Brann
Title: Managing Director
By: _________________________________
Name: Eric Lazar
Title: Managing Director
<PAGE>
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.
The Bank of New York, as Trustee
By: ________________________________
Authorized Signatory
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GUARANTEE
For value received, TYCO INTERNATIONAL LTD. hereby absolutely,
unconditionally and irrevocably guarantees to the holder of this Note the
payment of principal of, and interest on, the Note upon which this Guarantee is
endorsed 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 Note, if lawful, and the payment or performance of
all other obligations of the Issuer under the Indenture or the Notes, to the
holder of such Note and the Trustee, all in accordance with and subject to the
terms and limitations of such Note and Article Thirteen of the Indenture. This
Guarantee will not become effective until the Trustee duly executes the
certificate of authentication on this Note. 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. All references in this Guarantee
to interest shall include any Additional Amounts or Additional Interest.
Dated: __________, 2000
Tyco International Ltd.
By:__________________________________
Name: Mark H. Swartz
Title:Executive Vice President
and Chief Financial
Officer
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REVERSE OF NOTE
TYCO INTERNATIONAL GROUP S.A.
6 1/8% Notes due 2007
1. Indenture. (a) This Note is one of a duly authorized issue of notes of the
Issuer (hereinafter called the "Notes") of a series designated as the 6 1/8%
Notes due 2007 of the Issuer, initially limited in aggregate principal amount
to (Euro)600,000,000, all issued or to be issued under and pursuant to an
indenture, dated as of June 9, 1998, as amended and supplemented by
Supplemental Indenture No. 13, dated as of April 4, 2000 (as so amended and
supplemented, the "Indenture"), among the Issuer, Tyco International Ltd.
("Tyco") and The Bank of New York, as Trustee (herein called the "Trustee"), to
which Indenture and all indentures supplemental thereto reference is hereby
made for a description of the rights, limitations of rights, obligations,
duties and immunities thereunder of the Issuer, Tyco, the Trustee and the
Holders of the Notes.
(b) Other debentures, notes, bonds or other evidences of indebtedness
(together with the Notes, hereinafter called the "Securities") may be issued
under the Indenture in one or more series, which different series may be issued
in various aggregate principal amounts, may mature at different times, may bear
interest (if any) at different rates, may be subject to different redemption
provisions (if any), may be subject to different sinking, purchase or analogous
funds (if any) and may otherwise vary from the Notes and each other, as
provided in the Indenture.
(c) All capitalized terms used in this Note (or the related Guarantee) which
are defined in the Indenture and not otherwise defined herein shall have the
meanings assigned to them in the Indenture.
2. Amendment and Waivers. (a) The Indenture contains provisions permitting
the Issuer, Tyco and the Trustee, with the consent of the Holders of not less
than a majority in aggregate principal amount of the Securities at the time
Outstanding of all series to be affected (voting as one class), evidenced as
provided in the Indenture, to execute supplemental indentures adding any
provisions to or changing in any manner or eliminating any of the provisions of
the Indenture or of any supplemental indenture or modifying in any manner the
rights of the Holders of the Securities of each such series; provided, that no
such supplemental indenture shall (i) extend the final maturity of any
Security, or reduce the principal amount thereof, or reduce the rate or extend
the time of payment of interest thereon, or reduce any amount payable on
redemption thereof or reduce the amount of the principal of an Original Issue
Discount Security that would be due and payable upon an acceleration of the
maturity thereof pursuant to Section 4.1 of the Indenture or the amount thereof
provable in bankruptcy pursuant to Section 4.2 of the Indenture, or impair or
affect the rights of any Holder to institute suit for the payment thereof,
without the consent of the Holder of each Security so affected, (ii reduce the
aforesaid percentage of Securities, the Holders of which are required to
consent to any such supplemental indenture, without the consent of the Holder
of each Security affected or (ii change the currency denomination of Securities
of any series, including the currency denomination of any interest or other
payments thereon, without the consent of the Holders of each Security so
affected.
(b) It is also provided in the Indenture that, with respect to certain
defaults or Events of Default regarding the Securities of any series, prior to
any declaration accelerating the maturity of such Securities, the Holders of a
majority in aggregate principal amount Outstanding of the Securities of such
series (or, in the case of certain defaults or Events of Default, all or
certain series of the Securities) may on behalf of the Holders of all the
Securities of such series (or all or certain series of the Securities, as the
case may be) waive any such past default or Event of Default and its
consequences. The preceding sentence shall not, however, apply to a default in
the payment of the principal of or premium, if any, or interest on any of the
Securities. Any such consent or waiver by the Holder of this Note (unless
revoked as provided in the Indenture) shall be conclusive and binding upon such
Holder and upon all future Holders and owners of this Note and any Notes which
may be issued in exchange or substitution hereof, irrespective of whether or
not any notation thereof is made upon this Note or such other Notes.
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3. Obligation to Pay Principal, Premium, if Any, and Interest. No reference
herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Issuer, Tyco or any other obligor on the
Notes, which is absolute and unconditional, to pay the principal of, premium,
if any, and interest on this Note in the manner, at the respective times, at
the rate, at the place and in the coin or currency herein prescribed.
4. Redemption. This Note may be redeemed, in whole but not in part, at the
option of the Issuer, at any time upon not less than 30 nor more than 60 days'
notice (which notice shall be irrevocable) at a redemption price equal to the
greater of (i) 100% of the principal amount of this Note or (ii as determined
by the Reference Dealer, (A) the sum of the present values of the remaining
scheduled payments of principal and interest thereon (not including any portion
of such payments of interest accrued as of the date of redemption) discounted
to the redemption date on an annual basis (based on the actual number of days
elapsed divided by 365 (or, if any of those days elapsed fall in a leap year,
the sum of (x) the number of those days falling in a leap year divided by 366
and (y) the number of those days falling in a non-leap year divided by 365)) at
the Reference Dealer Rate, plus 10 basis points, plus (B) in each case, accrued
interest thereon to the date of redemption. This Note is also subject to
redemption upon certain events of taxation to the extent provided in Article
Twelve of the Indenture.
"Reference Dealer" means either of Merrill Lynch International or J.P.
Morgan Securities Ltd. or their respective successors.
"Reference Dealer Rate" means with respect to the Reference Dealer and any
redemption date, the midmarket annual yield to maturity, as determined by the
Reference Dealer, of the German Government Bund 6.00% due January 2007 or, if
that security is no longer outstanding, a similar security in the reasonable
judgment of the Reference Dealer, at 11:00 a.m. (London time) on the fifth
business day in London preceding such redemption date quoted in writing to the
trustee by such Reference Dealer.
5. Certain Covenants. The Indenture restricts the Issuer's ability to merge,
consolidate or sell substantially all of its assets. In addition, the Issuer is
obliged to abide by certain covenants, including covenants limiting the amount
of liens it may incur, as well as its ability to enter into sale and leaseback
transactions, a covenant limiting the ability of its subsidiaries to incur
indebtedness, and a covenant requiring it to pay or discharge all taxes, all as
more fully described in the Indenture. All of such covenants are subject to the
covenant Defeasance procedures outlined in the Indenture.
6. Effect of Event of Default. If an Event of Default shall have occurred
and be continuing under the Indenture, the principal hereof may be declared,
and upon such declaration shall become, due and payable in the manner, with the
effect and subject to the conditions provided in the Indenture.
7. Denominations; Transfer. (a) The Notes are issuable in registered form
without coupons in denominations of Euro 1,000 and any multiple of Euro 1,000
at the office or agency of the Issuer in the Borough of Manhattan, The City of
New York, in London or in Luxembourg and in the manner and subject to the
limitations provided in the Indenture.
(b) Upon due presentment for registration of transfer of this Note at the
office or agency of the Issuer in the Borough of Manhattan, The City of New
York, in London or in Luxembourg a new Note or Notes of authorized
denominations for an equal aggregate principal amount will be issued to the
transferee in exchange therefor, subject to the limitations provided in the
Indenture. This Note may also be surrendered for exchange at the aforesaid
office or agency for Notes in other authorized denominations in an equal
aggregate principal amount. No service charge shall be made for any
registration of transfer or any exchange of the Notes, except that the Issuer
may require payment of any tax or other governmental charge imposed in
connection therewith.
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(c) A certificate in global form representing all of a portion of the Notes
may not be transferred except as a whole by the Depositary for such series to a
nominee of such Depositary or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary or any such nominee to a
successor Depositary for such Notes or a nominee of such successor Depositary.
8. Holder as Owner. The Issuer, Tyco, the Trustee and any authorized agent
of the Issuer, Tyco or the Trustee may deem and treat the registered Holder
hereof as the absolute owner of this Note (whether or not this Note shall be
overdue and notwithstanding any notation of ownership or other writing hereon),
for the purpose of receiving payment of, or on account of, the principal hereof
and, subject to the provisions on the face hereof, interest hereon, and for all
other purposes, and none of the Issuer, Tyco or the Trustee or any authorized
agent of the Issuer, Tyco or the Trustee shall be affected by any notice to the
contrary.
9. No Liability of Certain Persons. No recourse under or upon any
obligation, covenant or agreement of the Issuer or Tyco in the Indenture or any
indenture supplemental thereto or in any Note, or because of the creation of
any indebtedness represented thereby, shall be had against any incorporator, or
any past, present or future shareholder, officer or director, as such, of the
Issuer, Tyco or of any successor corporation of either of them, either directly
or through the Issuer, Tyco or any successor corporation, under any rule of
law, statute or constitutional provision or by the enforcement of any
assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance hereof and as
part of the consideration for the issue hereof.
10. Additional Rights of Holders of Restricted Global Notes and Restricted
Definitive Notes. In addition to the rights provided to Holders of Notes under
the Indenture, Holders of Notes other than Holders of Unrestricted Global Notes
and Holders of Unrestricted Definitive Notes shall have all the rights set
forth in the Registration Rights Agreement, dated as of April 4, 2000, among
the Issuer, Tyco International Ltd. and the parties named on the signature
pages thereof.
11. Governing Law. The laws of the State of New York govern the Indenture
and this Note.
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<PAGE>
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and
transfer(s) unto:
PLEASE INSERT TAXPAYER
IDENTIFICATION NUMBER OF ASSIGNEE
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PLEASE PRINT OR TYPE NAME AND ADDRESS, INCLUDING ZIP CODE,
OF ASSIGNEE
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the within Note of Tyco International Group S.A. and all rights thereunder and
hereby irrevocably constitutes and appoints such person attorney to transfer
such Note on the books of Tyco International Group S.A., with full power of
substitution in the premises.
Dated:
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Signature
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS
WRITTEN UPON THE FACE OF THE WITHIN INSTRUMENT IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. THE SIGNATURE
SHOULD BE GUARANTEED BY A COMMERCIAL BANK OR TRUST COMPANY, A MEMBER
ORGANIZATION OF A NATIONAL STOCK EXCHANGE OR BY SUCH OTHER ENTITY WHOSE
SIGNATURE IS ON FILE WITH AND ACCEPTABLE TO THE TRANSFER AGENT.
<PAGE>
SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE *
The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in the Global Note, have been
made:
<TABLE>
<CAPTION>
<S> <C>
Principal Amount
Amount of Decrease Amount of Increase of this Global Note Signature of Authorized
Date of in Principal Amount in Principal Amount following such Decrease Officer of Trustee
Exchange of this Global Note of this Global Note (or Increase) Or Note Custodian
-------- ------------------- ------------------- ----------------------- -----------------------
</TABLE>
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* This Schedule may be used by the Trustee in respect of a Global Note, and,
if so used, shall be deemed a part thereof for all purposes.
