ADT OPERATIONS, INC.,
THE BANK OF NEW YORK,
First Supplemental Indenture to the Indenture, dated as of August 4, 1993, among ADT Operations, Inc., ADT
Limited, as Guarantor, and The Bank of New York, as Trustee, dated as of July 1, 1997
9 1/4 % Senior Subordinated Notes due 2003
FIRST SUPPLEMENTAL INDENTURE, dated as of July 1, 1997 between ADT OPERATIONS, INC., a
Delaware corporation, as Issuer (the "Company"), ADT LIMITED, a Bermuda Corporation, as Guarantor (the
"Guarantor"), and THE BANK OF NEW YORK, as trustee (the "Trustee").
RECITALS OF THE COMPANY AND THE GUARANTOR
The Company executed and delivered an Indenture dated as of August 4, 1993 (the "Indenture") between the
Company, the Guarantor and the Trustee pursuant to which $350,000,000 of the Company's 9 1/4% Senior
Subordinated Notes due 2003 (the "Notes") was issued.
The Guarantor, the indirect parent of the Company, has entered into an Agreement and Plan of Merger dated as
of March 17, 1997 among the Guarantor, Limited Apache, Inc. ("Merger Sub"), a wholly owned subsidiary of
the Guarantor and a Massachusetts corporation, and Tyco International Ltd. ("Tyco"), a Massachusetts
corporation, pursuant to which Merger Sub will be merged with and into Tyco (the "Merger").
Sections 902 and 1021 of the Indenture provide that the Indenture may be amended with the consent of the
Holders of a majority in principal amount of the Outstanding Notes.
The Company and ADT Limited wish to amend the Indenture as set forth below, and the required Holders of the
Notes have consented to the execution of this First Supplemental Indenture pursuant to the consent solicitation
made by the Company through the Offer to Purchase and Consent Solicitation dated June 4, 1997.
All other conditions and requirements necessary to make this First Supplemental Indenture a valid and binding
instrument in accordance with its terms have been satisfied.