Promissory Note - TME Management Corp. and Mark A. Belnick


$275,000                                                       New York, NY                                                               September 4, 1998                                 PROMISSORY NOTE     FOR VALUE RECEIVED, the undersigned, MARK A. BELNICK ("Borrower"), herebypromises to pay to the order of TME Management Corp., a Delaware corporation("Lender"), in lawful money of the United States of America, at its offices at15 Hampshire Street, Mansfield, MA 02048, on September 4, 1998, the principalsum of Two Hundred Seventy Five Thousand Dollars ($275,000). This Note will bearinterest at the rate of the long term annual applicable federal rate underSection 1274(d) of the Internal Revenue Code of 1954, as amended, adjustedannually, to the date of maturity, but thereafter will bear interest at the rateof one (1) percent per annum over the prime rate as announced by Morgan GuarantyTrust Company in effect on the maturity date and from time to time thereafter,or at the legal rate, whichever is greater, as allowed by and determined inaccordance with applicable law, until fully paid.     In the event that Borrower shall fail to make full and timely payment ofthe principal payment hereunder when due, then the entire unpaid principalamount of this Note shall automatically become immediately due and payablewithout demand or notice, and Borrower shall pay such further amount as shall besufficient to cover all costs and expenses (including reasonable attorneys'fees) directly or indirectly incurred by Lender in connection with thecollection of this Note.     Borrower hereby waives notice of default, notice of acceleration, notice ofprepayment, presentment, protest or notice of dishonor.                                                /s/ Mark A. Belnick                                                -------------------                                                MARK A. BELNICK
/Compensation/Employment AgreementsTyco International Ltd.2009-10-18/compensation/employment//content/hippo/files/default.www/content/contract/contract/T/Tyco-International-Ltd-/3685
3686Note - TME Management Corp. and Mark A. Belnick
                                      NOTE$2,610,000                                                          New York, NY                                                                November 6, 1998     FOR VALUE RECEIVED, the undersigned, MARK A. BELNICK ("Borrower"), herebypromises to pay to the order of TME MANAGEMENT CORP., a Delaware corporation("Lender"), in lawful money of the United States of America, at its offices at15 Hampshire Street, Mansfield, MA 02048 on November 6, 2013, the principal sumof Two Million Six Hundred Ten Thousand Dollars ($2,610,000). This Note willbear no interest to the date of maturity but thereafter will bear interest atthe rate of one (1) percent per annum over the prime rate as announced by MorganGuaranty Trust Company in effect on the maturity date and from time to timethereafter, or at the legal rate, whichever is greater, as allowed by anddetermined in accordance with applicable law, until fully paid.     This Note is made pursuant to and shall be repaid in accordance with theprovisions of that certain Loan Agreement, dated September 4, 1998, by andbetween Lender and Borrower.     In the event that Borrower shall fail to make full and timely payment ofthe principal payment hereunder when due, then the entire unpaid principalamount of this Note shall automatically become immediately due and payablewithout demand or notice and Borrower shall pay such further amount as shall besufficient to cover all costs and expenses (including reasonable attorneys'fees) directly or indirectly incurred by Lender in connection with thecollection of this Note.     Borrower hereby waives notice of default, notice of acceleration, notice ofprepayment, presentment, protest or notice of dishonor.                                                /s/ Mark A. Belnick                                                -------------------                                                MARK A. BELNICK