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EXHIBIT 99.3
August , 2000
FORM OF
EXCHANGE AGENT AGREEMENT
The Bank of New York
101 Barclay Street, Floor 21 West
New York, New York 10286
Attention: Corporate Trust Administration--Global Finance Unit
Ladies and Gentlemen:
Tyco International Group S.A., a Luxembourg corporation (the "Company")
proposes to make an offer (the "Exchange Offer") to exchange all of its
outstanding Euro 600,000,000, 6 1/8% Notes Due 2007 (the "Old Notes") for its
Euro 600,000,000, 6 1/8% Notes Due 2007 (the "New Notes"). The terms and
conditions of the Exchange Offer as currently contemplated are set forth in a
prospectus, dated August . , 2000 (the "Prospectus") included in the Company's
registration statement on Form S-4 (File No. 333-42128), as it may be amended
from time to time (the "Registration Statement"), filed with the Securities and
Exchange Commission (the "SEC") and proposed to be distributed to all record
holders of the Old Notes. The Old Notes and the New Notes are collectively
referred to herein as the "Notes".
The Company hereby appoints The Bank of New York to act as exchange agent
(the "Exchange Agent") in connection with the Exchange Offer. References
hereinafter to "you" shall refer to The Bank of New York.
The Exchange Offer is to be commenced by the Company on or about August .,
2000. In the case of Depository Trust Company ("DTC") participants, the Letter
of Transmittal accompanying the Prospectus (or in the case of book-entry
securities, the Automated Tender Offer Program ("ATOP") of the Book-Entry
Transfer Facility (as defined below)) is to be used by the holders of the Old
Notes to accept the Exchange Offer and contains instructions with respect to
the delivery of certificates for Old Notes tendered in connection therewith.
Participants in the systems of Morgan Guaranty Trust Company of New York,
Brussels office, as operator of the Euroclear System ("Euroclear") or
Clearstream Banking, societe anonyme, Luxembourg ("Clearstream, Luxembourg"),
are required to use book-entry transfer pursuant to the standard operating
procedures of Euroclear or Clearstream, Luxembourg to accept the Exchange Offer
and to tender their Old Notes, and to transmit a computer-generated message to
Euroclear or Clearstream, Luxembourg, as the case may be, in lieu of a Letter
of Transmittal by which the holders of the Old Notes must tender their Old
Notes in the Exchange Offer.
The Exchange Offer shall expire at 5:00 p.m., New York City time, on
September ., 2000 or on such subsequent date or time to which the Company may
extend the Exchange Offer (the "Expiration Date"). Subject to the terms and
conditions set forth in the Prospectus, the Company expressly reserves the
right to extend the Exchange Offer from time to time and may extend the
Exchange Offer by giving oral (confirmed in writing) or written notice to you
before 9:00 a.m., New York City time, on the business day following the
previously scheduled Expiration Date.
The Company expressly reserves the right, in its sole discretion, to amend
or terminate the Exchange Offer, and not to accept for exchange any Old Notes
not theretofore accepted for exchange. The Company will give oral (confirmed in
writing) or written notice of any amendment, termination or nonacceptance to
you as promptly as practicable.
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In carrying out your duties as Exchange Agent, you are to act in accordance
with the following instructions:
1. You will perform such duties and only such duties as are specifically
set forth in the section of the Prospectus captioned "The Exchange Offer",
or in the Letter of Transmittal accompanying the Prospectus or as
specifically set forth herein; provided, however, that in no way will your
general duty to act in good faith be discharged by the foregoing.
2. You will establish a book-entry account with respect to the Old Notes
at Euroclear, Clearstream, Luxembourg and DTC (each a "Book-Entry Transfer
Facility") for purposes of the Exchange Offer within two business days
after the date of the Prospectus, and any financial institution that is a
participant in any Book-Entry Transfer Facility's systems may, until the
Expiration Date, make book-entry delivery of the Old Notes by causing the
Book-Entry Transfer Facility to transfer such Old Notes into your account
in accordance with the Book-Entry Transfer Facility's procedure for such
transfer. In every case, however, a Letter of Transmittal (or a manually
executed facsimile thereof) or an agent's message, properly completed and
duly executed, with any required signature guarantees and any other
required documents, must be transmitted to and received by you prior to the
Expiration Date or the guaranteed delivery procedures described in the
Exchange Offer must be complied with.
3. You are to examine each of the Letters of Transmittal and
certificates for Old Notes (and confirmations of any book-entry transfers
into your accounts at the Book-Entry Transfer Facilities) and any other
documents delivered or mailed to you by or for holders of the Old Notes to
ascertain whether: (i) the Letters of Transmittal, certificates and any
such other documents are duly executed and properly completed in accordance
with instructions set forth therein and that such Book-Entry Confirmations
are in due and proper form and contain the information required to be set
forth therein; (ii) the Old Notes have otherwise been properly tendered,
(iii) the Old Notes tendered in part are tendered in integral multiples of
Euro 1,000 and that if any Old Notes are tendered for exchange in part, the
untendered principal amount thereof is any integral multiple of Euro 1,000,
and (iv) holders have provided their Tax Identification Number or required
certification. In each case where the Letter of Transmittal or any other
document has been improperly completed or executed, or where Book-Entry
Confirmations are not in due and proper form or omit certain information,
or any of the certificates for Old Notes are not in proper form for
transfer or some other irregularity in connection with the acceptance of
the Exchange Offer exists, you will endeavor to inform the presenters of
the need for fulfillment of all requirements and to take any other action
as may be reasonably necessary or advisable to cause such irregularity to
be corrected.
4. With the approval of the President, any Vice President, any Managing
Director, the Secretary or any Assistant Secretary of the Company (such
approval, if given orally, to be confirmed in writing), or any other person
designated by such officer in writing, you are authorized to waive any
irregularities in connection with any tender of Old Notes pursuant to the
Exchange Offer.
5. At the written request of the Company or its counsel, you shall
notify tendering holders of Old Notes in the event of any extension,
termination or amendment of the Exchange Offer. In the event of any such
termination, you will return all tendered Old Notes to the persons entitled
thereto, at the request and expense of the Company.
6. Tenders of Old Notes may be made only as set forth in the Letter of
Transmittal and in the section of the Prospectus captioned "The Exchange
Offer", and Old Notes shall be considered properly tendered to you only
when tendered in accordance with the procedures set forth therein.
Notwithstanding the provisions of this Section 6, Old Notes which the
President, any Vice President, any Managing Director, the Secretary or any
Assistant Secretary of the Company, or any other person designated by such
officer in writing, shall approve as having been properly tendered shall be
considered to be properly tendered (such approval, if given orally, shall be
confirmed in writing).
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New Notes are to be issued in exchange for Old Notes pursuant to the
Exchange Offer only (i) against deposit with you prior to the Expiration Date
or, in the case of a tender in accordance with the guaranteed delivery
procedures outlined in the Letter of Transmittal, within three New York Stock
Exchange trading days after the Expiration Date of the Exchange Offer, together
with executed Letters of Transmittal and any other documents required by the
Exchange Offer, (ii) in the event that the holder is a participant in Euroclear
or Clearstream, Luxembourg, by transmission of a computer-generated message to
Euroclear or Clearstream, Luxembourg in lieu of a Letter of Transmittal, but
together with any other documents required by the Exchange Offer and compliance
with the Book-Entry transfer standard operating procedures of Euroclear or
Clearstream, Luxembourg, as the case may be, or (iii) in the event that the
holder is a participant in DTC's system, by utilization of DTC's ATOP and any
evidence required by the Exchange Offer.
7. You shall advise the Company with respect to any Old Notes received
subsequent to the Expiration Date and accept its instructions with respect
to disposition of such Old Notes.
8. You shall accept tenders:
(a) in cases where the Old Notes are registered in two or more names
only if signed by all named holders;
(b) in cases where the signing person (as indicated on the Letter of
Transmittal) is acting in a fiduciary or a representative capacity only
when proper evidence of his or her authority so to act is submitted; and
(c) from persons other than the registered holder of Old Notes provided
that customary transfer requirements, including payment of any applicable
transfer taxes, are fulfilled.
You shall accept partial tenders of Old Notes where so indicated and as
permitted in the Letter of Transmittal and deliver certificates for Old Notes
to the Security Registrar for split-up and return any untendered Old Notes to
the holder (or such other person as may be designated in the Letter of
Transmittal) as promptly as practicable after expiration or termination of the
Exchange Offer.
9. Upon satisfaction or waiver of all of the conditions to the Exchange
Offer, the Company will notify you (such notice, if given orally, to be
confirmed in writing) of its acceptance, promptly after the Expiration
Date, of all Old Notes properly tendered and you, on behalf of the Company,
will exchange such Old Notes for New Notes and cause such Old Notes to be
cancelled. Delivery of New Notes will be made on behalf of the Company by
you at the rate of Euro 1,000 principal amount of New Notes for each Euro
1,000 principal amount of the Old Notes tendered promptly after notice
(such notice if given orally, to be confirmed in writing) of acceptance of
said Old Notes by the Company; provided, however, that in all cases, Old
Notes tendered pursuant to the Exchange Offer will be exchanged only after
timely receipt by you of certificates for such Old Notes (or confirmation
of book-entry transfer into your account at one of the Book-Entry Transfer
Facilities), a properly completed and, except as described in the section
of the Prospectus captioned "The Exchange Offer-Procedures for Tendering",
duly executed Letter of Transmittal (or facsimile thereof) with any
required signature guarantees and any other required documents. Unless
otherwise instructed by the Company, you shall issue New Notes only in
denominations of Euro 1,000 or any integral multiple thereof.
10. Tenders pursuant to the Exchange Offer are irrevocable, except that,
subject to the terms and upon the conditions set forth in the Prospectus
and the Letter of Transmittal, Old Notes tendered pursuant to the Exchange
Offer may be withdrawn at any time prior to the Expiration Date in
accordance with the terms of the Exchange Offer.
11. The Company shall not be required to exchange any Old Notes tendered
if any of the conditions set forth in the Exchange Offer are not met.
Notice of any decision by the Company not to exchange any Old Notes
tendered shall be given (and confirmed in writing) by the Company to you.
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12. If, pursuant to the Exchange Offer, the Company does not accept for
exchange all or part of the Old Notes tendered because of an invalid
tender, the occurrence of certain other events set forth in the Prospectus
or otherwise, you shall as soon as practicable after the expiration or
termination of the Exchange Offer return those certificates for unaccepted
Old Notes (or effect appropriate book-entry transfer), together with any
related required documents and the Letters of Transmittal relating thereto
that are in your possession, to the persons who deposited them (or effected
such book-entry transfer).
13. All certificates for reissued Old Notes, unaccepted Old Notes or for
New Notes shall be forwarded by (a) first-class, certified mail, return
receipt requested, under a blanket surety bond obtained by you protecting
you and the Company from loss or liability arising out of the nonreceipt or
nondelivery of such certificates or (b) by registered mail insured by you
separately for the replacement value of each of such certificates.
14. As soon as practicable after the expiration date you shall arrange
for cancellation of the Old Notes submitted to you or returned by Euroclear
or Clearstream, Luxembourg by book-entry transfer or by DTC in connection
with ATOP. Such Old Notes shall be cancelled and retired by you as you are
instructed by the Company (or a representative designated by the Company)
in writing.
15. You are not authorized to pay or offer to pay any concessions,
commissions or solicitation fees to any broker, dealer, commercial bank,
trust company or other nominee or to engage or use any person to solicit
tenders.
16 . As Exchange Agent hereunder you:
(a) shall have no duties or obligations other than those specifically
set forth in the Prospectus, the Letter of Transmittal or herein or as may
be subsequently agreed to in writing between you and the Company;
(b) will be regarded as making no representations and having no
responsibilities as to the validity, sufficiency, value or genuineness of
any of the certificates or the Old Notes deposited with you pursuant to the
Exchange Offer, and will not be required to and will make no representation
as to the validity, value or genuineness of the Exchange Offer;
(c) shall not be obligated to take any legal action hereunder which
might in your reasonable judgment involve any expense or liability, unless
you shall have been furnished with reasonable indemnity;
(d) may reasonably rely on and shall be protected in acting in reliance
upon any certificate, instrument, opinion, notice, letter, telegram or
other document or security delivered to you and reasonably believed by you
to be genuine and to have been signed or presented by the proper person or
parties;
(e) may reasonably act upon any tender, statement, request, document,
agreement, certificate or other instrument whatsoever not only as to its
due execution and validity and effectiveness of its provisions, but also as
to the truth and accuracy of any information contained therein, which you
shall in good faith believe to be genuine or to have been signed or
presented by the proper person or persons;
(f) may rely on and shall be protected in acting upon written or oral
instructions from any authorized officer of the Company;
(g) may consult with counsel of your selection with respect to any
questions relating to your duties and responsibilities and the written
opinion of such counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted to be taken
by you hereunder in good faith and in accordance with the written opinion
of such counsel; and
(h) shall not advise any person tendering Old Notes pursuant to the
Exchange Offer as to whether to tender or refrain from tendering all or any
portion of Old Notes or as to the market value or decline or appreciation
in market value of any Old Notes that may or may not occur as a result of
the Exchange Offer or as to the market value of the New Notes;
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provided, however, that in no way will your general duty to act in good
faith and without gross negligence or willful misconduct be limited by the
foregoing.
17. You shall take such action as may from time to time be requested by
the Company or its counsel (and such other action as you may reasonably
deem appropriate) to furnish copies of the Prospectus, Letter of
Transmittal and the Notice of Guaranteed Delivery (as defined in the
Prospectus) or such other forms as may be approved from time to time by the
Company, to all persons requesting such documents and to accept and comply
with telephone requests for information relating to the Exchange Offer,
provided that such information shall relate only to the procedures for
accepting (or withdrawing from) the Exchange Offer. The Company will
furnish you with copies of such documents on your request.
18. You shall advise by facsimile transmission or telephone, and
promptly thereafter confirm in writing to Richard W. Brann, the Managing
Director of the Company (telephone number 011-352-464-340-352, facsimile
number 011-352-464-350) and to Michael Robinson, the Treasurer of Tyco
International (US) Inc. (telephone number 212-424-1312, facsimile number
212-977-7038) and to Francis J. Morison, Esq. of Davis Polk & Wardwell
(telephone number 212-450-4044, facsimile number 212-450-6862) such other
person or persons as the Company may request, daily (and more frequently
during the week immediately preceding the Expiration Date and if otherwise
requested), up to and including the Expiration Date, as to the number and
aggregate principal amount of Old Notes which have been tendered pursuant
to the Exchange Offer and the items received by you pursuant to the
Exchange Offer and this Agreement, separately reporting and giving
cumulative totals as to items properly received and items improperly
received. In addition, you will also inform, and cooperate in making
available to, the Company or any such other person or persons upon oral
request made from time to time prior to the Expiration Date of such other
information as it or he or she reasonably requests. Such cooperation shall
include, without limitation, the granting by you to the Company and such
person as the Company may request of access to those persons on your staff
who are responsible for receiving tenders, in order to ensure that
immediately prior to the Expiration Date the Company shall have received
information in sufficient detail to enable it to decide whether to extend
the Exchange Offer, including the identity of the holders of Old Notes who
have not tendered such Old Notes as of the date such request was made. You
shall prepare a final list of all persons whose tenders were accepted, the
number and aggregate principal amount of Old Notes tendered, the number and
aggregate principal amount of Old Notes accepted and the identity of any
Participating Broker-Dealers (as defined in the Letter of Transmittal) and
the number and aggregate principal amount of New Notes delivered to each,
and deliver said list to the Company.
19. Letters of Transmittal, Book-Entry Confirmations and Notices of
Guaranteed Delivery shall be preserved by you for a period of time at least
equal to the period of time you preserve other records pertaining to the
transfer of Notes, or one year, whichever is longer, and thereafter shall
be delivered by you to the Company. You shall dispose of unused Letters of
Transmittal and other surplus materials, upon consultation with the
Company, in accordance with your customary procedures.
20. You hereby expressly waive any lien, encumbrance or right of set-off
whatsoever that you may have with respect to funds deposited with you for
the payment of transfer taxes by reasons of amounts, if any, borrowed by
the Company, or any of its subsidiaries or affiliates pursuant to any loan,
credit or other agreement with you or for compensation owed to you
hereunder or under any other agreement.
21. For services rendered as Exchange Agent hereunder, you shall be
entitled to such compensation as is set forth on the Schedule attached
hereto.
22. You hereby acknowledge receipt of the Prospectus and the Letter of
Transmittal and further acknowledge that you have examined each of them.
Any inconsistency between this Agreement, on the one hand, and the
Prospectus and the Letter of Transmittal (as they may be amended from time
to time), on the other hand, shall be resolved in favor of the latter two
documents, except with respect to your duties, liabilities and
indemnification of you as Exchange Agent which shall be controlled by this
Agreement.
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23. The Company covenants and agrees to indemnify and hold you harmless
in your capacity as Exchange Agent hereunder against any loss, liability,
cost or expense, including reasonable attorneys' fees and expenses arising
out of or in connection with any act, omission, delay or refusal made by
you in reliance upon any signature, endorsement, assignment, certificate,
order, request, notice, instruction or other instrument or document
reasonably believed by you to be valid, genuine and sufficient and in
accepting any tender or effecting any transfer of Old Notes reasonably
believed by you in good faith to be authorized, and in delaying or refusing
in good faith to accept any tenders or effect any transfer of Old Notes,
provided, however, that anything in this Agreement to the contrary
notwithstanding, the Company shall not be liable for indemnification or
otherwise for any loss, liability, cost or expense to the extent arising
out of your gross negligence or willful misconduct. In no case shall the
Company be liable under this indemnity with respect to any claim against
you unless the Company shall be notified by you, by letter or cable or by
facsimile which is confirmed by letter, of the written assertion of a claim
against you or of any other action commenced against you, promptly after
you shall have received any such written assertion or notice of
commencement of action. The Company shall be entitled to participate at its
own expense in the defense of any such claim or other action, and, if the
Company so elects, the Company may assume the defense of any pending or
threatened action against you in respect of which indemnification may be
sought hereunder, in which case the Company shall not thereafter be
responsible for the subsequently incurred fees and disbursements of legal
counsel for you under this paragraph so long as the Company shall retain
counsel reasonably satisfactory to you to defend such suit; provided, that
the Company shall not be entitled to assume the defense of any such action
if the named parties to such action include both you and the Company and
representation of both parties by the same legal counsel would, in the
written opinion of your counsel, be inappropriate due to actual or
potential conflicting interests between you and the Company. You understand
and agree that the Company shall not be liable under this paragraph for the
fees and expenses of more than one legal counsel for you.
24. You shall arrange to comply with all requirements under the tax laws
of the United States, including those relating to missing Tax
Identification Numbers, and shall file any appropriate reports with the
Internal Revenue Service. The Company understands that you are required, in
certain circumstances, to deduct thirty-one percent (31%) with respect to
interest paid on the New Notes and proceeds from the sale, exchange,
redemption or retirement of the New Notes from holders who have not
supplied their correct Taxpayer Identification Numbers or required
certification. Such funds will be turned over to the Internal Revenue
Service in accordance with applicable regulations.
25. You shall notify the Company of the amount of any transfer taxes
payable in respect of the exchange of Old Notes and, upon receipt of a
written approval from the Company, shall deliver or cause to be delivered,
in a timely manner to each governmental authority to which any transfer
taxes are payable in respect of the exchange of Old Notes, your check in
the amount of all transfer taxes so payable, and the Company shall
reimburse you for the amount of any and all transfer taxes payable in
respect of the exchange of Old Notes; provided, however, that you shall
reimburse the Company for amounts refunded to you in respect of your
payment of any such transfer taxes, at such time as such refund is received
by you.
26. THIS AGREEMENT AND YOUR APPOINTMENT AS EXCHANGE AGENT HEREUNDER
SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED ENTIRELY WITHIN
SUCH STATE, AND WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.
27. The Company agrees that any legal suit, action or proceeding brought
by any party to enforce any rights under or with respect to this Agreement
or the transactions contemplated hereby may be instituted in any state or
federal court in The City of New York, State of New York, United States of
America, irrevocably waives to the fullest extent permitted by law any
objection which it may now or hereafter have to the laying of venue of any
such suit, action or proceeding, irrevocably waives to the fullest extent
permitted by law any claim that, and agrees not to claim or plead in any
court that, any such action, suit or proceeding brought in such court has
been brought in an inconvenient forum and irrevocably submits to the non-
exclusive jurisdiction of any such court in any such suit, action or
proceeding or for recognition and enforcement of any judgment in respect
thereof.
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The Company hereby irrevocably and unconditionally designates and appoints
CT Corporation System, 1633 Broadway, New York, New York 10019, U.S.A., (and
any successor entity) as its authorized agent to receive and forward on its
behalf service of any and all process which may be served in any such suit,
action or proceeding in any such court and agrees that service of process upon
CT Corporation shall be deemed in every respect effective service of process
upon the Company in any such suit, action or proceeding and shall be taken and
held to be valid personal service upon the Company, as the case may be. Said
designation and appointment shall be irrevocable. Nothing in this paragraph 27
shall affect the right of The Bank of New York, as Exchange Agent under this
Agreement, to serve process in any manner permitted by law or limit the right
of The Bank of New York, as Exchange Agent under this Agreement to bring
proceedings against the Company in the courts of any jurisdiction or
jurisdictions. The Company further agrees to take any and all action, including
the execution and filing of any and all such documents and instruments, as may
be necessary to continue such designation and appointment of CT Corporation in
full force and effect so long as the Securities are outstanding. The Company
hereby irrevocably and unconditionally authorizes and directs CT Corporation to
accept such service on its behalf. If for any reason CT Corporation ceases to
be available to act as such, the Company agrees to designate a new agent in New
York City.
To the extent that the Company has or hereafter may acquire any immunity
from jurisdiction of any court (including without limitation, any court in the
United States, the State of New York, Luxembourg, Bermuda or any political
subdivisions thereof) or from any legal process (whether through service of
notice, attachment prior to judgment, attachment in aid of execution, execution
or otherwise) with respect to itself or its property or assets, this Agreement
or any other documents or actions to enforce judgments in respect thereof, the
Company hereby irrevocably waives such immunity, and any defense based on such
immunity, in respect of its obligations under the above-referenced documents
and the transactions contemplated thereby, to the extent permitted by law.
28. This Agreement shall be binding upon and shall inure solely to the
benefit of each party hereto, and its successor and assigns, and nothing in
this Agreement, express or implied, is intended to or shall confer upon any
other person any right, benefit or remedy of any nature whatsoever under or
by reason of this Agreement. Without limitation of the foregoing, the
parties hereto expressly agree that no holder of Old Notes or New Notes
shall have any right, benefit or remedy of any nature whatsoever under or
by reason of this Agreement.
29. This Agreement may be executed in two or more counterparts, each of
which shall be deemed to be an original and all of which together shall
constitute one and the same agreement.
30. In case any provision of this Agreement shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.
31. This Agreement shall not be deemed or construed to be modified,
amended, rescinded, cancelled or waived, in whole or in part, except by a
written instrument signed by a duly authorized representative of the party
to be charged.
32. Unless otherwise provided herein, all notices, requests and other
communications to any party hereunder shall be in writing (including
facsimile or similar writing) and shall be given to such party, addressed
to it, at its address or telecopy number set forth below:
If to the Company:
Tyco International Group S.A.
6, avenue Emile Reuter
L-2420 Luxembourg
011-352-464-350
Facsimile: _______________
Richard W. Brann
Attention: ___________
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with a copy to:
Francis J. Morison
Davis Polk & Wardwell
450 Lexington Avenue
New York, NY 10017
Facsimile: (212) 450-6862
and
Michael Robinson
Tyco International (US) Inc.
712 Fifth Avenue, 48th Floor
New York, NY 10019
Facsimile: (212) 977-7038
If to the Exchange Agent:
The Bank of New York
101 Barclay Street
Floor 21 West
New York, New York 10286
Facsimile: (212) 815-3522
Attention: Corporate Trust Administration--Global Finance Unit
33. Unless terminated earlier by the parties hereto, this Agreement
shall terminate 90 days following the Expiration Date. Notwithstanding the
foregoing, paragraphs 19, 21, 23 and 25 shall survive the termination of
this Agreement. Upon any termination of this Agreement, you shall promptly
deliver to the Company any certificates for Notes, funds or property then
held by you as Exchange Agent under this Agreement.
34. This Agreement shall be binding and effective as of the date hereof.
Please acknowledge receipt of this Agreement and confirm the arrangements
herein provided by signing and returning the enclosed copy.
Tyco International Group, S.A.
By: ___________________________
Name: Richard W. Brann
Title: Managing Director
Accepted as of the date first above written:
The Bank of New York,
as Exchange Agent
By: ___________________________
Name:
Title:
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SCHEDULE
COMPENSATION OF EXCHANGE AGENT:
$ . PLUS $ . PER EXTENSION OF OFFER
PLUS OUT-OF POCKET EXPENSES, INCLUDING WITHOUT
LIMITATION, LEGAL FEES AND EXPENSES.
Compensation of Exchange Agent covers review of the Letter of Transmittal,
Euroclear and Clearstream, Luxembourg book-entry transfer, DTC ATOP voluntary
offering instruction ("VOI"), the Exchange Agent Agreement and other related
documentation, if any, as required by the Exchange Offer, set-up of records and
accounts; distribution of materials; all operational and administrative charges
and time in connection with the review, receipt and processing of Letters of
Transmittal/book-entry transfers/VOI, processing delivery of guarantees, legal
items, withdrawals, record keeping, and answering Noteholders' inquiries
pertaining to the exchange offer.
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