THE ADT CORPORATION, as Issuer AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee INDENTURE Dated as of July 5, 2012 UNSUBORDINATED DEBT SECURITIESADT Corp • July 10th, 2012 • Services-detective, guard & armored car services • New York
THIS INDENTURE is dated as of July 5, 2012 among THE ADT CORPORATION, a Delaware company (the “Company”). and Wells Fargo Bank, National Association, a national banking association (the “Trustee”).
TAX SHARING AGREEMENT by and among TYCO INTERNATIONAL LTD., TYCO FLOW CONTROL INTERNATIONAL LTD. and THE ADT CORPORATION, Dated as of [ ]Tax Sharing Agreement • July 10th, 2012 • ADT Corp • Services-detective, guard & armored car services • New York
THIS TAX SHARING AGREEMENT (this “Agreement”) is made and entered into as of the day of September, 2012, by and among Tyco International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Trident”), The ADT Corporation, a Delaware corporation (“Athens NA”), and Tyco Flow Control International Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Fountain”). Each of Trident, Athens NA and Fountain is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
TRADEMARK AGREEMENTTrademark Agreement • July 10th, 2012 • ADT Corp • Services-detective, guard & armored car services • New York
This TRADEMARK AGREEMENT (this “Agreement”) dated as of July 20, 2012, by and among ADT SERVICES GMBH, a company organized under the laws of Switzerland (“Tyco”), on the one hand, ADT US HOLDINGS, INC., a corporation organized under the laws of Delaware (“ADT Residential”, and together with Tyco, the “Parties”) and, solely for purposes of Section 6.3 herein, TYCO INTERNATIONAL LTD., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Tyco Parent”) and THE ADT CORPORATION, a Delaware corporation (“ADT Parent”).
SEPARATION AND DISTRIBUTION AGREEMENT by and between TYCO INTERNATIONAL LTD. and THE ADT CORPORATION Dated as of [—], 2012Separation and Distribution Agreement • July 10th, 2012 • ADT Corp • Services-detective, guard & armored car services • New York
SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”), dated as of [—], 2012, by and among TYCO INTERNATIONAL LTD., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Tyco”) and THE ADT CORPORATION, a Delaware corporation (“ADT NA”).
TAX SHARING AGREEMENT NON-INCOME TAXES by and among TYCO INTERNATIONAL LTD. and THE ADT CORPORATION Dated as of [ ]Tax Sharing Agreement • July 10th, 2012 • ADT Corp • Services-detective, guard & armored car services • New York
TAX SHARING AGREEMENT FOR NON-INCOME TAXES (this “Agreement”), dated as of [—], 2012, by and among TYCO INTERNATIONAL LTD., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Tyco”), and THE ADT CORPORATION, a Delaware corporation (“ADT NA”). Each of Tyco and ADT NA is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
THE ADT CORPORATION, as Issuer AND TYCO INTERNATIONAL LTD. as Guarantor AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee THIRD SUPPLEMENTAL INDENTURE Dated as of July 5, 2012 $750,000,000 of 4.875% Notes due 2042Third Supplemental Indenture • July 10th, 2012 • ADT Corp • Services-detective, guard & armored car services • New York
THIS THIRD SUPPLEMENTAL INDENTURE is dated as of July 5, 2012 among THE ADT CORPORATION, a Delaware corporation (the “Company”), TYCO INTERNATIONAL LTD., a Swiss corporation (“Guarantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Trustee”).
THE ADT CORPORATION, as Issuer AND TYCO INTERNATIONAL LTD. as Guarantor AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee FIRST SUPPLEMENTAL INDENTURE Dated as of July 5, 2012 $750,000,000 of 2.250% Notes due 2017First Supplemental Indenture • July 10th, 2012 • ADT Corp • Services-detective, guard & armored car services • New York
THIS FIRST SUPPLEMENTAL INDENTURE is dated as of July 5, 2012 among THE ADT CORPORATION, a Delaware corporation (the “Company”), TYCO INTERNATIONAL LTD., a Swiss corporation (“Guarantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Trustee”).
THE ADT CORPORATION, as Issuer AND TYCO INTERNATIONAL LTD. as Guarantor AND WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee SECOND SUPPLEMENTAL INDENTURE Dated as of July 5, 2012 $1,000,000,000 of 3.500% Notes due 2022Second Supplemental Indenture • July 10th, 2012 • ADT Corp • Services-detective, guard & armored car services • New York
THIS SECOND SUPPLEMENTAL INDENTURE is dated as of July 5, 2012 among THE ADT CORPORATION, a Delaware corporation (the “Company”), TYCO INTERNATIONAL LTD., a Swiss corporation (“Guarantor”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association (the “Trustee”).
TYCO/ADT PATENT AGREEMENTAdt Patent Agreement • July 10th, 2012 • ADT Corp • Services-detective, guard & armored car services • New York
This TYCO/ADT PATENT AGREEMENT (this “Agreement”) dated as of the ADT NA Distribution Date, by and among TYCO INTERNATIONAL LTD., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (“Tyco”) and THE ADT CORPORATION, a Delaware corporation (“ADT NA”, and together with Tyco, each a “Party”, and collectively, the “Parties”).
INTERCOMPANY MONITORING AND SERVICE AGREEMENTIntercompany Monitoring and Service Agreement • July 10th, 2012 • ADT Corp • Services-detective, guard & armored car services • Florida
THIS INTERCOMPANY MONITORING AND CUSTOMER SERVICES AGREEMENT (this “Agreement”) is made effective as of the 30th day of June, 2012 (the “Effective Date”), by and between Tyco Integrated Security LLC (“Tyco”), and ADT LLC (“ADT”). Tyco and ADT may each be referred to herein individually as a “party” or collectively as the “parties”.
TRANSITION SERVICES AGREEMENT BY AND AMONG ADT SECURITY SERVICES CANADA, INC. AND TYCO INTEGRATED SECURITY CANADA, INC. DATED AS OF JULY 3, 2012Transition Services Agreement • July 10th, 2012 • ADT Corp • Services-detective, guard & armored car services • Ontario
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of July 3, 2012, (the “Effective Date”) by and among ADT Security Services Canada, Inc. (“ADT CANADA”) and Tyco Integrated Security Canada, Inc. (“Commercial”). Each of ADT CANADA and Commercial is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
CONSULTING AGREEMENTConsulting Agreement • July 10th, 2012 • ADT Corp • Services-detective, guard & armored car services • Florida
This Consulting Agreement (this “Agreement”) is made as of the Effective Date (as hereinafter defined) by and between The ADT Corporation (“ADT”) and Edward D. Breen (“Mr. Breen”).
MASTER SUPPLY & PURCHASING AGREEMENTMaster Supply • July 10th, 2012 • ADT Corp • Services-detective, guard & armored car services • Florida
THIS MASTER SUPPLY & PURCHASING AGREEMENT (this “Agreement”) is made and entered into as of , 2012 (“Effective Date”) by and between ADT LLC, a Delaware limited liability company (“Buyer”) whose address is 1501 Yamato Road, Boca Raton, Florida 33431Tyco Safety products Canada Ltd., an Ontario corporation with offices at 3301 Langstaff Road, Concord, Ontario, Canada L4K 4L2 (“TSPCA”) and Sensormatic Electronics, LLC, a Nevada limited liability company with offices at 6 Technology Park Drive, Westford, MA 01886 (“SEL”). Each of TSPCA and SEL are referred to herein as a “Seller” and collectively as the “Sellers”.
SUBLEASE AGREEMENTSublease Agreement • July 10th, 2012 • ADT Corp • Services-detective, guard & armored car services
WHEREAS, On September 19, 2011, Tyco International Ltd. (“Tyco”) announced its plan to separate the Tyco’s businesses into three distinct, publicly traded companies on or about September 28, 2012 (the “Transaction”). Conditional upon the Transaction taking place, the resultant three companies will be: 1) Tyco, continuing to exist as a global provider of fire and security products and services for commercial, industrial, governmental and retail customers; 2) a standalone ADT North America Residential Security Business (such corporation and its subsidiaries, “ADT”); and, 3) the existing Flow Control segment will also become a standalone company (such standalone company and its subsidiaries, the “Flow Control Business”). Tyco subsequently announced on 28 March 2012 that, immediately following the Transaction, the Flow Control Business will merge with Pentair, Inc. (“Pentair”). Tyco shareholders will own approximately 52.5% and Pentair shareholders will own approximately 47.5% of the combi
FIVE YEAR SENIOR UNSECURED REVOLVING CREDIT AGREEMENT dated as of June 22, 2012 among THE ADT CORPORATION, as Borrower TYCO INTERNATIONAL LTD., as Guarantor The Lenders Party Hereto and CITIBANK, N.A. as Administrative Agent CITIGROUP GLOBAL MARKETS...Revolving Credit Agreement • July 10th, 2012 • ADT Corp • Services-detective, guard & armored car services • New York
FIVE YEAR SENIOR UNSECURED REVOLVING CREDIT AGREEMENT (this “Agreement”) dated as of June 22, 2012 among THE ADT CORPORATION, a Delaware corporation (the “Borrower”), TYCO INTERNATIONAL LTD., a Swiss company (the “Guarantor”), the LENDERS party hereto and CITIBANK, N.A., as Administrative Agent.
MASTER AGREEMENT FOR PATROL AND GUARD SERVICESMaster Agreement for Patrol and Guard Services • July 10th, 2012 • ADT Corp • Services-detective, guard & armored car services • Florida
THIS MASTER AGREEMENT FOR PATROL AND GUARD SERVICES (“Agreement”) is made as of the 30th day of June, 2012 (the “Effective Date”) between TYCO INTEGRATED SECURITY LLC, a Delaware limited liability company, with its principal place of business located at 1501 Yamato Road, Boca Raton, FL 33431 (hereinafter referred to as “Tyco”), and ADT HOLDINGS, INC. (hereinafter referred to as “Subcontractor”) through its California branch located at 21171 S. Western Ave, Torrance, CA 90501.
MASTER GUARD SERVICES AGREEMENTMaster Guard Services Agreement • July 10th, 2012 • ADT Corp • Services-detective, guard & armored car services • Ontario
THIS AGREEMENT WITNESSETH that, in consideration of the mutual covenants and agreements herein contained and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), ADT and Contractor hereto covenant and agree as follows:
TRANSITION SERVICES AGREEMENT BY AND AMONG TYCO INTERNATIONAL MANAGEMENT COMPANY, LLC, TYCO INTEGRATED SECURITY LLC, AND ADT LLC DATED AS OF JUNE 30, 2012Transition Services Agreement • July 10th, 2012 • ADT Corp • Services-detective, guard & armored car services • New York
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of June 30, 2012, (the “Effective Date”) by and among Tyco International Management Company, LLC, a Nevada limited liability company (“TIMCO”), Tyco Integrated Security LLC (f/k/a ADT Security Services, LLC), a Delaware limited liability company (“Commercial”), and ADT LLC, a Delaware limited liability company (“ADT”). Each of TIMCO, Commercial and ADT is sometimes referred to herein as a “Party” and collectively, as the “Parties”.
