exv4w1






Exhibit 4.1




COOPER US, INC.




and




COOPER INDUSTRIES PLC




TO




DEUTSCHE BANK TRUST COMPANY AMERICAS




as Trustee




INDENTURE

Dated as of ________, _________




Providing for issuance of Debt Securities in Series










 









 








Reconciliation and tie between Trust Indenture Act of

1939 and Indenture dated as of __________, _________




	 	 	 	 
	Trust Indenture Act Section	 	Indenture Section
	§ 310(a)(1)	 	5.03, 8.09
	 	(a)(2) 	 	8.09
	 	(a)(3) 	 	Not Applicable
	 	(a)(4) 	 	Not Applicable
	 	(a)(5) 	 	8.09
	 	(b) 	 	8.08, 8.10
	§ 311(a)	 	8.13
	§ 312(a)	 	601
	 	 	 	6.02(a)
	 	(b) 	 	6.02(b)
	 	(c) 	 	6.02(c)
	§ 313(a)	 	604(a)
	 	(b) 	 	6.04(b)
	 	(c) 	 	6.04(b)
	 	(d) 	 	6.04(c)
	§ 314(a)(1-3)	 	6.03(a-c)
	 	(a)(4) 	 	5.08
	 	(b) 	 	Not Applicable
	 	(c)(1) 	 	15.05
	 	(c)(2) 	 	15.05
	 	(c)(3) 	 	Not Applicable
	 	(d) 	 	Not Applicable
	 	(e) 	 	15.05
	 	(f) 	 	Not Applicable
	§ 315(a)	 	8.01
	 	(b) 	 	7.08
	 	 	 	6.04(a)(6)
	 	(c) 	 	8.01
	 	(d) 	 	8.01
	 	(d)(1) 	 	8.01(a)
	 	(d)(2) 	 	8.01(b)
	 	(d)(3) 	 	8.01(c)
	 	(e) 	 	7.09
	§ 316(a)(1)(A)	 	7.07
	 	(a)(1)(B) 	 	7.01
	 	 	 	7.07
	 	(a)(2) 	 	Not Applicable
	 	(b) 	 	7.04
	 	(c) 	 	6.01
	§ 317(a)(1)	 	7.02
	 	(a)(2) 	 	7.02
	 	(b) 	 	5.04
	§ 318(a)	 	15.07








 




			
	Note:	 	This reconciliation and tie shall not, for any purpose, be deemed to be a part of
the Indenture.




 









 










TABLE OF CONTENTS*




	 	 	 	 	 
	 	 	Page	 
	PARTIES 
	 	 	1	 
	RECITALS 
	 	 	1	 
	Purpose of the Consideration for Indenture 
	 	 	1	 
	 
	 	 	 	 
	Article One DEFINITIONS
	 	 	2	 
	 
	 	 	 	 
	Section 1.01. Certain terms defined; other terms defined in Trust Indenture Act of 1939
or by reference therein in Securities Act of 1933 to have meanings therein assigned
	 	 	2	 
	Additional Amounts
	 	 	2	 
	Agent Member
	 	 	2	 
	Applicable Debt Securities
	 	 	2	 
	Attributable Debt
	 	 	2	 
	Board of Directors
	 	 	2	 
	Certified Resolutions or Board Resolutions
	 	 	2	 
	Change in the Tax Law
	 	 	2	 
	Company
	 	 	2	 
	Consolidated Tangible Assets
	 	 	2	 
	Cooper Parent
	 	 	2	 
	Debt Security or Debt Securities; Outstanding
	 	 	3	 
	Debt Securityholder or Holder
	 	 	3	 
	Depositary
	 	 	3	 
	Eligible Obligations
	 	 	3	 
	Event of Default
	 	 	3	 
	Funded Debt
	 	 	3	 
	Global Debt Security
	 	 	4	 
	Guarantee
	 	 	4	 
	Guarantor or Guarantors
	 	 	4	 
	Indebtedness
	 	 	4	 
	Indenture
	 	 	4	 
	Intangible Assets
	 	 	4	 
	Judgment Currency
	 	 	4	 
	Lien
	 	 	4	 
	Officers’ Certificate
	 	 	4	 
	Opinion of Counsel
	 	 	5	 
	Payor
	 	 	5	 
	Person
	 	 	5	 
	Principal Office of the Trustee
	 	 	5	 
	Principal Property
	 	 	5	 
	Relevant Tax Jurisdiction
	 	 	5	 
	Required Currency
	 	 	5	 
	Responsible Officer
	 	 	6	 
	Restricted Subsidiary
	 	 	6	 
	Sale and Leaseback Transaction
	 	 	6	 






i









 






	 	 	 	 	 
	 	 	Page	 
	Secured Indebtedness
	 	 	6	 
	Shares
	 	 	6	 
	Subsidiary
	 	 	6	 
	Trustee
	 	 	7	 
	Trust Indenture Act of 1939
	 	 	7	 
	U.S. Government Obligations
	 	 	7	 
	Voting Shares
	 	 	7	 
	 
	 	 	 	 
	Article Two EXCHANGE OF DEBT SECURITIES
	 	 	7	 
	 
	 	 	 	 
	Section 2.01. Issuable in Series; Unlimited Aggregate Principal Amount
	 	 	7	 
	Section 2.02. Documents Required for Issuance of Each Series of Debt Securities
	 	 	8	 
	Section 2.03. Denominations; Certificate of Authentication
	 	 	11	 
	Section 2.04. Execution of Debt Securities
	 	 	12	 
	Section 2.05. Exchange and Registration of Transfer of Debt Securities
	 	 	12	 
	Section 2.06. Mutilated, Destroyed, Lost or Stolen Debt Securities
	 	 	13	 
	Section 2.07. Temporary Debt Securities
	 	 	14	 
	Section 2.08. Cancellation of Debt Securities Paid, Etc
	 	 	14	 
	Section 2.09. Debt Securities to be Treated Equally
	 	 	15	 
	Section 2.10. Computation of Interest
	 	 	15	 
	Section 2.11. Global Debt Securities; Depositary
	 	 	15	 
	Section 2.12. CUSIP Numbers
	 	 	17	 
	 
	 	 	 	 
	Article Three SINKING FUNDS
	 	 	17	 
	 
	 	 	 	 
	Section 3.01. Applicability of Article
	 	 	17	 
	Section 3.02. Satisfaction of Sinking Fund Payments with Debt Securities
	 	 	17	 
	Section 3.03. Redemption of Debt Securities for Sinking Fund
	 	 	18	 
	 
	 	 	 	 
	Article Four REDEMPTION OF DEBT SECURITIES
	 	 	19	 
	 
	 	 	 	 
	Section 4.01. Applicability of Article
	 	 	19	 
	Section 4.02. Notice of Redemption; Selection of Debt Securities
	 	 	19	 
	Section 4.03. Payment of Debt Securities Called for Redemption
	 	 	20	 
	Section 4.04. Optional Redemption For Tax Reasons
	 	 	20	 
	 
	 	 	 	 
	Article Five PARTICULAR COVENANTS OF THE COMPANY AND COOPER PARENT
	 	 	21	 
	 
	 	 	 	 
	Section 5.01. Payment of Principal, Premium and Interest
	 	 	21	 
	Section 5.02. Office for Notices and Payments, Etc
	 	 	21	 
	Section 5.03. Appointments to Fill Vacancies in Trustee’s Office
	 	 	21	 
	Section 5.04. Provision as to Paying Agent
	 	 	21	 
	Section 5.05. Secured Indebtedness of Cooper Parent and Restricted Subsidiaries
	 	 	22	 
	Section 5.06. Sale and Leaseback Transactions
	 	 	24	 
	Section 5.07. Waiver of Covenants
	 	 	25	 
	Section 5.08. Certificate to Trustee
	 	 	25	 
	Section 5.09. Payment of Additional Amounts
	 	 	25	 






ii









 






	 	 	 	 	 
	 	 	Page	 
	Article Six DEBT SECURITYHOLDERS’ LISTS AND REPORTS BY
 THE COMPANY AND THE
TRUSTEE
	 	 	27	 
	 
	Section 6.01. Debt Securityholders’ Lists
	 	 	27	 
	Section 6.02. Preservation and Disclosure of Lists
	 	 	27	 
	Section 6.03. Reports by the Company or Cooper Parent
	 	 	27	 
	Section 6.04. Reports by the Trustee
	 	 	28	 
	 
	 	 	 	 
	Article Seven REMEDIES OF THE TRUSTEE AND DEBT SECURITYHOLDERS ON EVENT OF
DEFAULT
	 	 	29	 
	 
	 	 	 	 
	Section 7.01. Events of Default
	 	 	29	 
	Section 7.02. Payment of Applicable Debt Securities on Default; Suit Therefor
	 	 	32	 
	Section 7.03. Application of Money Collected by Trustee
	 	 	33	 
	Section 7.04. Proceedings by Debt Securityholders
	 	 	34	 
	Section 7.05. Proceeding by Trustee
	 	 	35	 
	Section 7.06. Remedies Cumulative and Continuing
	 	 	35	 
	Section 7.07. Direction of Proceedings and Waiver of Defaults by Majority of Debt
Securityholders
	 	 	35	 
	Section 7.08. Notice of Defaults
	 	 	36	 
	Section 7.09. Undertaking to Pay Costs
	 	 	36	 
	Section 7.10. Waiver of Stay or Extension Laws
	 	 	36	 
	 
	 	 	 	 
	Article Eight CONCERNING THE TRUSTEE
	 	 	36	 
	 
	 	 	 	 
	Section 8.01. Duties and Responsibilities of Trustee
	 	 	36	 
	Section 8.02. Reliance on Documents, Opinions, Etc
	 	 	37	 
	Section 8.03. Responsibility for Recitals, Etc
	 	 	39	 
	Section 8.04. Trustee, Paying Agent or Debt Security Registrar May Own Debt
Securities
	 	 	39	 
	Section 8.05. Money to Be Held in Trust
	 	 	39	 
	Section 8.06. Compensation and Expenses of Trustee
	 	 	39	 
	Section 8.07. Officers’ Certificate as Evidence
	 	 	40	 
	Section 8.08. Conflicting Interest of Trustee
	 	 	40	 
	Section 8.09. Eligibility of Trustee
	 	 	40	 
	Section 8.10. Resignation or Removal of Trustee
	 	 	40	 
	Section 8.11. Acceptance by Successor Trustee
	 	 	41	 
	Section 8.12. Succession by Merger, Etc
	 	 	43	 
	Section 8.13. Limitation on Rights of Trustee as a Creditor
	 	 	43	 
	 
	 	 	 	 
	Article Nine CONCERNING THE DEBT SECURITYHOLDERS
	 	 	43	 
	 
	 	 	 	 
	Section 9.01. Action by Debt Securityholders
	 	 	43	 
	Section 9.02. Proof of Execution by Debt Securityholders
	 	 	43	 
	Section 9.03. Who Deemed Absolute Owners
	 	 	44	 
	Section 9.04. Company-Owned Debt Securities Disregarded
	 	 	44	 
	Section 9.05. Revocation of Consents; Future Holders Bound
	 	 	44	 
	 
	 	 	 	 
	Article Ten DEBT SECURITYHOLDERS’ MEETINGS
	 	 	45	 
	 
	 	 	 	 
	Section 10.01. Purposes of Meetings
	 	 	45	 
	Section 10.02. Call of Meetings by Trustee
	 	 	45	 
	Section 10.03. Call of Meetings by Company or Debt Securityholders
	 	 	45	 
	Section 10.04. Qualifications for Voting
	 	 	45	 






iii









 






	 	 	 	 	 
	 	 	Page	 
	Section 10.05. Regulations
	 	 	46	 
	Section 10.06. Voting
	 	 	46	 
	 
	 	 	 	 
	Article Eleven SUPPLEMENTAL INDENTURES
	 	 	47	 
	 
	 	 	 	 
	Section 11.01. Supplemental Indentures without Consent of Debt Securityholders
	 	 	47	 
	Section 11.02. Supplemental Indentures with Consent of Debt Securityholders
	 	 	49	 
	Section 11.03. Effect of Supplemental Indentures
	 	 	49	 
	Section 11.04. Notation on Debt Securities
	 	 	50	 
	Section 11.05. Evidence of Compliance of Supplemental Indenture to be Furnished
Trustee
	 	 	50	 
	 
	 	 	 	 
	Article Twelve CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE OR TRANSFER
	 	 	50	 
	 
	 	 	 	 
	Section 12.01. Company May Consolidate, Etc. Only on Certain Terms
	 	 	50	 
	Section 12.02. Successor Corporation Substituted
	 	 	51	 
	Section 12.03. Cooper Parent May Consolidate, Etc., Only on Certain Terms
	 	 	51	 
	Section 12.04. Successor Corporation Substituted
	 	 	51	 
	 
	 	 	 	 
	Article Thirteen SATISFACTION AND DISCHARGE OF INDENTURE OR CERTAIN
COVENANTS
	 	 	52	 
	 
	 	 	 	 
	Section 13.01. Satisfaction and Discharge of Indenture
	 	 	52	 
	Section 13.02. Defeasance Upon Deposit of Money, U.S. Government Obligations or
Eligible Obligations
	 	 	52	 
	Section 13.03. Deposited Money, U.S. Government Obligations and Eligible Obligations
to be Held in Trust by Trustee
	 	 	54	 
	Section 13.04. Paying Agent to Repay Money Held
	 	 	54	 
	Section 13.05. Return of Unclaimed Amounts
	 	 	54	 
	Section 13.06. Reinstatement
	 	 	55	 
	 
	 	 	 	 
	Article Fourteen IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND
DIRECTORS
	 	 	55	 
	 
	 	 	 	 
	Section 14.01. Indenture and Debt Securities Solely Corporate Obligations
	 	 	55	 
	 
	 	 	 	 
	Article Fifteen MISCELLANEOUS PROVISIONS
	 	 	55	 
	 
	 	 	 	 
	Section 15.01. Provisions Binding on Company’s Successors
	 	 	55	 
	Section 15.02. Official Acts by Successor Corporation
	 	 	55	 
	Section 15.03. Addresses for Notices, Etc
	 	 	55	 
	Section 15.04. New York Contract
	 	 	56	 
	Section 15.05. Evidence of Compliance with Conditions Precedent
	 	 	56	 
	Section 15.06. Legal Holidays
	 	 	56	 
	Section 15.07. Trust Indenture Act to Control
	 	 	56	 
	Section 15.08. Debt Securities Controlling in the Event of Inconsistencies Between
Indenture and Debt Securities
	 	 	56	 
	Section 15.09. Table of Contents, Headings, Etc
	 	 	56	 
	Section 15.10. Execution in Counterparts
	 	 	57	 
	Section 15.11. Judgment Currency; Service of Process
	 	 	57	 






iv









 






	 	 	 	 	 
	 	 	Page	 
	Section 15.12. USA Patriot Act Notice
	 	 	58	 
	 
	 	 	 	 
	Article Sixteen GUARANTEE
	 	 	58	 
	 
	 	 	 	 
	Section 16.01. Guarantee
	 	 	58	 
	Section 16.02. Release of Guarantee
	 	 	59	 
	 
	 	 	 	 
	ACCEPTANCE OF TRUST BY TRUSTEE 
	 	 	60	 
	 
	 	 	 	 
	TESTIMONIUM 
	 	 	60	 
	 
	 	 	 	 
	SIGNATURES 
	 	 	60	 








 




			
	*	 	The table of contents, comprising pages (i) to (v) inclusive, is not a part of the Indenture






v











 





     THIS INDENTURE, dated as of                     ,                     , from Cooper US, Inc., a corporation duly
organized and existing under the laws of the State of Delaware (hereinafter called the “Company”),
and Cooper Industries plc, a public limited company formed under the laws of Ireland (hereinafter
called “Cooper Parent”), to Deutsche Bank Trust Company Americas, a banking corporation existing
under the laws of the State of New York, as trustee (hereinafter called the “Trustee”),



WITNESSETH:




     WHEREAS, the Company is empowered to borrow money for its corporate purposes and to issue its
debentures, notes, bonds or other evidences of indebtedness (hereinafter called the “Debt
Securities”);



     WHEREAS, the Company deems it necessary to issue from time to time for its lawful purposes
Debt Securities, unlimited as to principal amount, and has duly authorized the execution and
delivery of this Indenture to provide for the issuance from time to time of the Debt Securities in
one or more series, bearing such rates of interest, if any, maturing at such time or times and
having such other provisions as shall be fixed as hereinafter provided;



     WHEREAS, Cooper Parent has determined that it is in its best interests to guarantee the
Company’s obligations under the Debt Securities and this Indenture; and



     WHEREAS, each of the Company and Cooper Parent by due corporate action has determined to
execute and deliver an indenture in the form of this Indenture, and all things necessary to make
this Indenture a legal, valid, binding and enforceable agreement of the Company and Cooper Parent,
in accordance with its terms, have been done and performed;



     NOW, THEREFORE, THIS INDENTURE WITNESSETH that in consideration of the premises and of the
acceptance and purchase of the Debt Securities by the holders thereof, the Company and Cooper
Parent covenant and agree with the Trustee, for the benefit of all the present and future Holders
of the Debt Securities or series thereof, as follows:



ARTICLE ONE

DEFINITIONS




     SECTION 1.01. Definitions. The terms defined in this Section 1.01 (except as herein
otherwise expressly provided or unless the context otherwise requires) for all purposes of this
Indenture and of any indenture supplemental hereto shall have the respective meanings specified in
this Section 1.01. All other terms used in this Indenture which are defined in the Trust
Indenture Act of 1939 or which are by reference therein defined in the Securities Act of 1933, as
amended, (except as herein otherwise expressly provided or unless the context otherwise required)
shall have the meanings assigned to such terms in said Trust Indenture Act and in said Securities
Act as in force at the date this Indenture is originally executed. All accounting terms used
herein and not expressly defined shall have the meanings assigned to such terms in accordance with
generally accepted accounting principles in the United States of America at the time of
determination of such terms.




 









 








     “Additional Amounts”: The term “Additional Amounts” shall have the meaning specified in
Section 5.09.



     “Agent Member”: The term “Agent Member” shall have the meaning specified in Section 2.11.



     “Applicable Debt Securities”: The term “Applicable Debt Securities” shall have the meaning
specified in Section 7.01.



     “Attributable Debt”: The term “Attributable Debt” shall mean the present value (discounted in
accordance with a method of discounting which for financial reporting purposes is consistent with
generally accepted accounting principles) of the rental payments during the remaining terms of any
Sale and Leaseback Transaction for which the lessee is obligated (including any period for which
such lease has been extended), such rental payments not to include amounts payable by the lessee
for maintenance and repairs, insurance, taxes, assessments and similar charges and for contingent
rents (such as those based on sales). In case of any Sale and Leaseback Transaction which is
terminable by the lessee upon the payment of a penalty, such rental payments shall also include
such penalty, but no rent shall be considered as required to be paid under such lease subsequent to
the first date upon which it may be so terminated.



     “Board of Directors”: The term “Board of Directors” shall mean the Board of Directors of the
Company or a Guarantor, as applicable, or any committee of such Board of Directors or any committee
of officers of such Person duly authorized to take any action hereunder.



     “Certified Resolutions or Board Resolutions”: The terms “Certified Resolutions” or “Board
Resolutions” shall mean a copy delivered to the Trustee of a resolution of the Board of Directors
certified by the Secretary or Assistant Secretary of the applicable corporation, to have been duly
adopted and to be in full force and effect on the date of such certification.



     “Change in the Tax Law”: The term “Change in the Tax Law” shall have the meaning specified in
Section 4.04.



     “Company”: The term “Company” shall mean Cooper US, Inc., a Delaware corporation, and, subject
to the provisions of Article Twelve, shall mean its successors and assigns.



     “Consolidated Tangible Assets”: The term “Consolidated Tangible Assets” shall mean, as of any
date, the total amount of assets of Cooper Parent and its Subsidiaries on a consolidated basis at
the end of the fiscal quarter immediately preceding that date, as determined under generally
accepted accounting principles, less: (a) Intangible Assets and (b) appropriate adjustments on
account of minority interests of other Persons holding equity investments in Subsidiaries, in the
case of each of clauses (a) and (b) above as reflected on the consolidated balance sheet of Cooper
Parent and its Subsidiaries as of the end of the fiscal quarter immediately preceding that date.



     “Cooper Parent”: The term “Cooper Parent” shall mean Cooper Industries plc, an Irish company,
and, subject to the provisions of Article Twelve, shall mean its successors and assigns.



2









 





     “Debt Security or Debt Securities; Outstanding”: The term “Debt Security” or “Debt Securities”
shall mean any note or notes, bond or bonds, debenture or debentures, or any other evidences of
indebtedness, as the case may be, of any series authenticated and delivered from time to time under
this Indenture.



     The term “outstanding or “Outstanding,” when used with reference to Debt Securities, shall,
subject to the provisions of Section 9.04, mean all Debt Securities theretofore
authenticated and delivered by the Trustee under this Indenture, except:




	 	(a)	 	Debt Securities theretofore cancelled by the Trustee or delivered to the
Trustee for cancellation;
	 
	 	(b)	 	Debt Securities, or portions thereof, for the payment or redemption of
which money in the necessary amount shall have been deposited in trust with the Trustee
or with any paying agent (other than the Company) or shall have been set aside and
segregated in trust by the Company (if the Company shall act as its own paying agent),
provided that if such Debt Securities are to be redeemed prior to the maturity thereof,
notice of such redemption shall have been given as provided in Article Four, or
provision satisfactory to the Trustee shall have been made for giving such notice; and
	 
	 	(c)	 	Debt Securities in lieu of or in exchange and substitution for which other
Debt Securities shall have been authenticated and delivered, or which have been paid,
pursuant to the terms of Section 2.06.





     “Debt Securityholder or Holder”: The terms “Debt Securityholder,” “Holder,” “holder of Debt
Securities,” or other similar terms shall mean any Person in whose name at the time a particular
Debt Security is registered on the register kept for that purpose in accordance with the terms
hereof.



     “Depositary”: The term “Depositary” shall have the meaning specified in Section 2.11.



     “Eligible Obligations”: The term “Eligible Obligations” shall mean obligations as a result of
the deposit of which (along with the simultaneous deposit, if any, of money and/or U.S. Government
Obligations) the relevant series of Debt Securities are rated in the highest generic long-term debt
rating category assigned to legally defeased debt by one or more nationally recognized rating
agencies.



     “Event of Default”: The term “Event of Default” shall have the meaning specified in Section
7.01.



     “Funded Debt”: The term “Funded Debt” shall mean (a) any Indebtedness maturing by its terms
more than one year from the date of the issuance thereof, including any Indebtedness renewable or
extendible at the option of the obliger to a date later than one year from the date of the original
issuance thereof, excluding any portion of Indebtedness which is included in current liabilities
and (b) any Indebtedness which may be payable from the proceeds of Funded Debt as defined in clause
(a) of this definition pursuant to the terms of such Funded Debt.



3









 





     “Global Debt Security”: The term “Global Debt Security” shall have the meaning specified in
Section 2.11.



     “Guarantee”: The term “Guarantee” shall mean any of the joint and several or several, as the
case may be, and unconditional and unsubordinated guarantees by the respective Guarantors of the
due and punctual payment of principal of and premium, if any, on the Debt Securities of any series
so designated as guaranteed, as provided in the Certified Resolution under Section 2.02
relating to such series or any supplemental indenture under which such Debt Securities are issued,
and certain other obligations of the Company pursuant to this Indenture when and as the same shall
become due and payable, whether at the stated maturity, by acceleration, call for redemption, upon
a repurchase date or otherwise in accordance with the terms of the Debt Securities of such series
and this Indenture.



     “Guarantor or Guarantors”: The term “Guarantor” shall mean each of Cooper Parent and, in
respect to the applicable series of Debt Securities designated as guaranteed, as provided in the
Certified Resolution under Section 2.02 relating to such series or any supplemental
indenture under which such Debt Securities are issued, the Subsidiaries, if any, so designated with
respect to such series of Debt Securities as a guarantor for such Debt Securities, and the term
“Guarantors” means, in respect to the applicable Debt Securities, all such Persons collectively;
and, subject to the provisions of Article Twelve shall mean their respective successors and
assigns.



     “Indebtedness”: The term “Indebtedness” of any Person shall mean all indebtedness for money
borrowed which is created, assumed, incurred or guaranteed in any manner by such Person or for
which such Person is otherwise responsible or liable.



     “Indenture”: The term “Indenture” shall mean this instrument as originally executed or, if
amended or supplemented as herein provided, as so amended or supplemented. The term “Indenture”,
with respect to a particular series of Debt Securities, also shall include the terms of such
particular series of Debt Securities as contemplated by Section 2.02, whether or not a
supplemental indenture is entered into with respect thereto.



     “Intangible Assets”: The term “Intangible Assets” shall mean all goodwill, patents,
trademarks, service marks, trade names, copyrights, and all other items that would be treated as
intangibles on the consolidated balance sheet of Cooper Parent and its Subsidiaries prepared under
generally accepted accounting principles.



     “Judgment Currency”: The term “Judgment Currency” shall have the meaning specified in
Section 15.11.



     “Lien”: The term “Lien” shall mean any mortgage, pledge, security interest, lien, charge or
other encumbrance.



     “Officers’ Certificate”: The term “Officers’ Certificate” shall mean, with respect to any
Person, a certificate signed by two officers of such Person, one of whom shall be the Chief
Executive Officer, the President, any Vice President or the Chief Financial Officer, and the other
of whom shall be the Treasurer, an Assistant Treasurer, the Controller, an Assistant Controller,
the Secretary or an Assistant Secretary of such Person, and delivered to the Trustee. Wherever



4









 





this Indenture requires that an Officers’ Certificate be signed also by an accountant or other
expert, such accountant or other expert (except as otherwise expressly provided in this Indenture)
may be in the employ of the Company or the respective Guarantor. Each such certificate issued by
the Company or a Guarantor, as the case may be, shall include the statements provided for in
Section 15.05 if and to the extent required by the provisions of such Section. One of the
officers executing an officers’ certificate in accordance with Section 5.08 hereof shall be
the (i) President or Chief Executive Officer, (ii) the Chief Financial Officer, or (iii) the chief
accounting officer or Controller, of the Company or Cooper Parent, as applicable.




     “Opinion of Counsel”: The term “Opinion of Counsel” shall mean a written opinion of counsel,
who may be an employee of or counsel to the Company or a Guarantor, as applicable. Each such
opinion issued by the Company shall include the statements provided for in Section 15.05 if
and to the extent required by the provisions of such Section.



     “Payor”: The term “Payor” shall have the meaning specified in Section 5.09.



     “Person”: The term “Person” shall mean any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.



     “Principal Office of the Trustee”: The term “principal office of the Trustee,” or other
similar term, shall mean the principal office of the Trustee at which at any particular time its
corporate trust business shall be administered.



     “Principal Property”: The term “Principal Property” shall mean (A) any manufacturing plant
located in the continental United States, or manufacturing equipment located in any such
manufacturing plant (together with the land on which such plant is erected and fixtures comprising
a part thereof), owned or leased on the first date on which a Debt Security is authenticated by the
Trustee or thereafter acquired or leased by Cooper Parent or any Restricted Subsidiary, other than
(i) any property which the Board of Directors of Cooper Parent determines is not of material
importance to the total business conducted, or assets owned, by Cooper Parent and its Subsidiaries,
as an entirety, or (ii) any portion of any such property which the Board of Directors of Cooper
Parent determines not to be of material importance to the use or operation of such property; and
(B) any Shares or Indebtedness issued by any Restricted Subsidiary. “Manufacturing plant” does not
include any plant owned or leased jointly or in common with one or more Persons other than Cooper
Parent and its Restricted Subsidiaries in which the aggregate interest of Cooper Parent and its
Restricted Subsidiaries does not exceed fifty percent (50%). “Manufacturing equipment” means
manufacturing equipment in such manufacturing plants used directly in the production of Cooper
Parent’s or any Restricted Subsidiary’s products and does not include office equipment, computer
equipment, rolling stock and other equipment not directly used in the production of Cooper Parent’s
or any Restricted Subsidiary’s products.



     “Relevant Tax Jurisdiction”: The term “Relevant Tax Jurisdiction” shall have the meaning
specified in Section 5.09.



     “Required Currency”: The term “Required Currency” shall have the meaning specified in
Section 15.11.



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     “Responsible Officer”: The term “Responsible Officer,” when used with respect to the Trustee,
shall mean any officer of the Trustee having direct responsibility for the administration of this
Indenture, or to whom corporate trust matters are referred because of that officer’s knowledge of
and familiarity with the particular subject.



     “Restricted Subsidiary”: The term “Restricted Subsidiary” shall mean the Company and any other
Subsidiary substantially all the property of which is located within the continental United States,
other than (i) a Subsidiary primarily engaged in financing, including, without limitation, lending
on the security of, purchasing or discounting (with or without recourse) receivables, leases,
obligations or other claims arising from or in connection with the purchase or sale of products or
services, (ii) a Subsidiary primarily engaged in leasing or insurance, (iii) a Subsidiary primarily
engaged in financing Cooper Parent’s or any Restricted Subsidiary’s operations outside the
continental United States, or (iv) a Subsidiary included in the Tools segment of Cooper Parent’s
consolidated operations which for purposes of this Indenture includes Cooper Industries, LLC and
any direct or indirect subsidiary thereof.



     “Sale and Leaseback Transaction”: The term “Sale and Leaseback Transaction” shall mean any
arrangement with any Person providing for the leasing by Cooper Parent or any Restricted Subsidiary
of any Principal Property of Cooper Parent or any Restricted Subsidiary whether such Principal
Property is now owned or hereafter acquired (except for leases for a term of not more than three
years and except for leases between Cooper Parent and a Restricted Subsidiary or between Restricted
Subsidiaries and except for leases of property executed prior to, at the time of, or within one
year after the later of, the acquisition, the completion of construction, including any
improvements or alterations on real property, or the commencement of commercial operation of such
property), which Principal Property has been or is to be sold or transferred by Cooper Parent or
such Restricted Subsidiary to such Person.



     “Secured Indebtedness”: The term “Secured Indebtedness” of any Person shall mean Indebtedness
secured by any Lien upon property (including Shares or Indebtedness issued by any Restricted
Subsidiary) owned by Cooper Parent or any Restricted Subsidiary.



     “Shares”: The term “Shares” shall mean: (i) in the case of a corporation, corporate stock;
(ii) in the case of an association or a business entity, any and all shares, interests,
participations, rights or other equivalents (however designated) of corporate stock; (iii) in the
case of a partnership or limited liability company, partnership or membership interests (whether
general or limited); (iv) any other interest or participation that confers on a Person the right to
receive a share of the profits and losses of, or distributions of assets of, the issuing Person;
and (iv) all warrants, options or other rights to acquire any of the interests described in the
preceding clauses (i) through (iv) (but excluding any Debt Security that is convertible into, or
exchangeable for, any of the interests described in the preceding clauses (i) through (iv)).



     “Subsidiary”: The term “Subsidiary” shall mean any Person a majority of the Voting Shares of
which are at the time owned or controlled, directly or indirectly, by Cooper Parent or by one or
more Subsidiaries, and which is consolidated in Cooper Parent’s latest consolidated financial
statements filed with the Securities and Exchange Commission or provided generally to Cooper
Parent’s shareholders.



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     “Trustee”: The term “Trustee” shall mean Deutsche Bank Trust Company Americas, a New York
banking corporation, and, subject to the provisions of Article Eight hereof, shall mean its
successors and assigns as Trustee hereunder, and if at any time there is more than one such Person,
“Trustee” as used with respect to the Debt Securities of any series shall mean the Trustee with
respect to the Debt Securities of such series.



     “Trust Indenture Act of 1939”: The term “Trust Indenture Act of 1939” shall mean the Trust
Indenture Act of 1939, as amended, as it was in force at the date of execution of this Indenture,
except as provided in Section 11.01(j); provided however, that in the event the Trust
Indenture Act of 1939 is amended after such date, “Trust Indenture Act” means, to the extent
required by any such amendment, the Trust Indenture Act of 1939 as amended.



     “U.S. Government Obligations”: The term “U.S. Government Obligations” shall mean securities
that are (i) direct obligations of the United States of America for the payment of which its full
faith and credit is pledged or (ii) obligations of a Person controlled or supervised by and acting
as an agency or instrumentality of the United States of America, the timely payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United States of America,
which, in either case under clause (i) or (ii) are not callable or redeemable at the option of the
issuer thereof, and shall also include a depository receipt issued by a bank or trust company as
custodian with respect to any such U.S. Government Obligation or a specific payment of interest on
or principal of any such U.S. Government Obligation held by such custodian for the account of the
holder of a depository receipt, provided that (except as required by law) such custodian is not
authorized to make any deduction from the amount payable to the holder of such depository receipt
from any amount received by the custodian in respect of the U.S. Government Obligation or the
specific payment of interest on or principal of the U.S. Government Obligation evidenced by such
depository receipt.



     “Voting Shares”: The term “Voting Shares” shall mean, as to Shares of any Person as of any
date means the Shares of such Person pursuant to which the holders thereof have the general voting
power under ordinary circumstances to elect at least a majority of the board of directors,
managers, general partners or trustees of any Person (regardless of whether, at the time, Shares of
any other class or classes shall have, or might have, voting power by reason of the occurrence of
any contingency) or, with respect to a partnership (whether general or limited), any general
partner interest in such partnership.



ARTICLE TWO

ISSUE, DESCRIPTION, EXECUTION, REGISTRATION AND

EXCHANGE OF DEBT SECURITIES




     SECTION 2.01. Issuable in Series; Unlimited Aggregate Principal Amount. The aggregate
principal amount of Debt Securities that may be issued by the Company and authenticated and
delivered under this Indenture is unlimited. The Debt Securities may, at the election of and as
authorized by the Board of Directors to be evidenced by a Board Resolution, be issued in one or
more series, and shall be designated generally as debentures, notes, bonds and other evidences of
indebtedness, as the case may be, with such further particular designations added or incorporated
in such title for the Debt Securities of any particular series as the Board of Directors may
determine as provided in Section 2.02. Each Debt Security shall bear upon the



7









 





face thereof the designation so selected for the series to which it belongs and shall be dated
the date of its authentication. All Debt Securities of any one series shall be substantially
identical except as to denomination and except as may otherwise be provided in the Certified
Resolution or in an indenture supplemental hereto provided in the Certified Resolution or in an
indenture supplemental hereto provided to the Trustee pursuant to Section 2.02.




     SECTION 2.02. Documents Required for Issuance of Each Series of Debt Securities. At any
time, and from time to time, after the execution of this Indenture, Debt Securities of each of the
series created pursuant to the provisions hereof may be executed by the Company and delivered to
the Trustee and shall be authenticated by the Trustee and delivered to, or upon the order of, the
Company upon receipt by the Trustee of:




		(A)	 	a Certified Resolution, or an indenture supplemental hereto, setting forth:






	 	(i)	 	the following terms with respect to the particular series
of Debt Securities to be authenticated and delivered by the Trustee:






	 	(a)	 	designation;
	 
	 	(b)	 	date;
	 
	 	(c)	 	date or dates of maturity, or the method by
which such date or dates are to be determined;
	 
	 	(d)	 	date or dates on which principal will be
payable and whether the Debt Securities will be payable on demand on or
after any date;
	 
	 	(e)	 	interest rate or rates or the method of
determining such rate or rates, if any, and modifications to Section
2.10 hereof, if any;
	 
	 	(f)	 	date or dates from which interest, if any,
will accrue, and the interest payment dates, if any;
	 
	 	(g)	 	the place or places for the payment of
principal and for the payment of interest, if any;
	 
	 	(h)	 	denominations;
	 
	 	(i)	 	limitation upon the aggregate principal
amount of Debt Securities of the particular series which may be issued,
if any (except for Debt Securities issued pursuant to Sections
2.05, 2.06, 2.07 and 4.03);
	 
	 	(j)	 	provisions, if any, for the payment of
principal, premium or interest, without deduction for taxes,
assessments or governmental charges, or for reimbursement of taxes,
assessments or governmental charges in case of payment by the holders;




8









 












	 	(k)	 	provisions, if any, reserving to the
Company the right, or obligating the Company at the option of the
holder thereof, to redeem all or any part of the Debt Securities of the
particular series before maturity at such time or times, upon such
notice, at such redemption price or prices (together with accrued
interest to the date of redemption) and upon such other terms (which
terms may be in addition to, in substitution for, in subtraction from
or in modification of (or any combination of the foregoing) the
provisions of this Indenture with respect to redemption of Debt
Securities) as may be specified in the respective forms of Debt
Securities;
	 
	 	(l)	 	provisions, if any, for any sinking,
purchase or analogous fund with respect to the Debt Securities of the
particular series, which provisions may be in addition to, in
substitution for, in subtraction from or in modification of (or any
combination of the foregoing) the provisions of this Indenture with
respect to sinking, purchase or analogous funds;
	 
	 	(m)	 	provisions, if any, for the issuance of
Debt Securities bearing no interest rate or to be sold at a premium or
with an original issue discount and provisions, if any, for the
determination of the portion or portions of any Debt Securities sold at
a discount that shall be required for any request, demand,
authorization, notice, direction, consent or waiver;
	 
	 	(n)	 	Events of Default with respect to the Debt
Securities of a particular series which Events of Default may be in
addition to, in substitution for, in subtraction from or in
modification of (or any combination of the foregoing) the Events of
Default provided in Section 7.01, and the remedies with respect
thereto;
	 
	 	(o)	 	provisions, if any, for the Debt Securities
of a particular series to be denominated, and payments thereon to be
made, in currencies other than the U.S. dollar or in units based on or
relating to such other currencies;
	 
	 	(p)	 	provisions, if any, for the defeasance of
Debt Securities of a particular series (including provisions permitting
defeasance of less than all Debt Securities of a particular series),
which provisions may be in addition to, in substitution for, in
subtraction from, or in modification of (or any combination of the
foregoing) the provisions of Article Thirteen;
	 
	 	(q)	 	covenants, if any, with respect to the Debt
Securities of a particular series, which covenants may be in addition
to, in substitution for,




9









 












	 	 	 	in subtraction from or modification of (or any combination of the
foregoing) the covenants set forth in Sections 5.05 and 5.06;
	 
	 	(r)	 	whether the Debt Securities of a particular
series shall be issued in whole or in part in the form of one or more
Global Debt Securities and, in any such case, (i) the Depositary for
such Global Debt Security or Global Debt Securities and (ii) the
circumstances under which any such Global Debt Security may be
registered in the name of, and under which any transfer of such Global
Debt Security may be registered in the name of, any Person other than
such Depositary or its nominee, if other than as set forth in
Section 2.11;
	 
	 	(s)	 	the identity of any one or more
Subsidiaries of Cooper Parent which shall be Guarantors with respect to
the Debt Securities of the series; and
	 
	 	(t)	 	any other provisions expressing or
referring to the terms and conditions upon which the Debt Securities of
that series are to be issued under this Indenture which are permitted
to be set forth in a Certified Resolution pursuant to this Section
2.02(A) or an indenture supplemental hereto or which are not in
conflict with the provisions of this Indenture; and






	 	(ii)	 	the form of such series of Debt Securities;






	 	(B)	 	an Officers’ Certificate dated the date of authentication and delivery of
such series of Debt Securities stating that the resolutions of the Board of Directors
authorizing the execution, authentication and delivery of this Indenture and the Debt
Securities are in full force and effect as of the date thereof;
	 
	 	(C)	 	either (i) a certificate or other official document evidencing the due
authorization, approval or consent of any governmental body or bodies, at the time
having jurisdiction in the premises, together with an Opinion of Counsel that the
Trustee is entitled to rely thereon and that the authorization, approval or consent of
no other governmental body is required, or (ii) an Opinion of Counsel that no
authorization, approval or consent of any governmental body is required;
	 
	 	(D)	 	an Opinion of Counsel that all instruments furnished to the Trustee conform
to the requirements of this Indenture and constitute sufficient authority hereunder for
the Trustee to authenticate and deliver the Debt Securities then applied for; that all
conditions precedent provided for in this Indenture relating to the authentication and
delivery of the Debt Securities applied for have been complied with and the Company is
duly entitled to the authentication and delivery of such Debt Securities in accordance
with the provisions of this Indenture; that all laws and requirements with respect to
the form and execution by the Company of the supplemental indenture, if any, and the
execution and delivery by the Company of




10









 












	 	 	 	the Debt Securities then applied for have been complied with; that the Company has
corporate power to issue such Debt Securities and has duly taken all necessary
corporate action for those purposes; that the Debt Securities then applied for, when
issued, will be the legal, valid and binding obligations of the Company; and that
the Debt Securities of the series then applied for, when issued, will be entitled to
the benefits of this Indenture, equally and ratably with all other Debt Securities
of such series theretofore issued and then Outstanding;
	 
	 	(E)	 	an Officers’ Certificate stating that the Company is not in default under
the Indenture and that the issuance of the additional Debt Securities applied for will
not result in any breach of any of the terms, conditions or provisions of, or
constitute a default under, the Company’ certificate of incorporation or by-laws or any
indenture, mortgage, deed of trust or other agreement or instrument to which the
Company is a party or by which it is bound, or any order of any court or administrative
agency entered in any proceeding to which the Company is a party or by which it may be
bound or to which it may be subject; and that all conditions precedent provided in this
Indenture relating to the authentication and delivery of the additional Debt Securities
applied for have been complied with; and
	 
	 	(F)	 	a written order of the Company, signed by the President or any Vice
President and the Secretary or any Assistant Secretary of the Company, directing the
Trustee to authenticate and deliver Debt Securities as provided therein.





     If all the Debt Securities of a series are not to be issued at one time and if the Certified
Resolution or indenture supplemental hereto establishing such series shall so permit, an Officers’
Certificate may set forth procedures acceptable to the Trustee for the issuance of such Debt
Securities and determining the terms of particular Debt Securities of such series, such as interest
rate, maturity date, date of issuance and date from which interest shall accrue.



     If all Debt Securities of a series are not to be issued at any one time, it shall not be
necessary to deliver the Certified Resolution, Officers’ Certificates and Opinions of Counsel
provided for in this Section 2.02 at the time of issuance of each Debt Security of such
series if instead such documents are delivered at or prior to the time of issuance of the first
Debt Security of such series.



     The Trustee shall have the right to decline to authenticate and deliver any Debt Securities
under this Section 2.02 if the Trustee determines that such actions as provided under this
Section to be taken by the Company may not lawfully be taken by the Company or if the Trustee in
good faith by its board of directors or board of trustees, executive committee, or a trust
committee of directors or trustees or Responsible Officers shall determine that such action would
expose the Trustee to personal liability to existing Holders.



     SECTION 2.03. Denominations; Certificate of Authentication. The Debt Securities shall be
issuable only as registered securities without coupons (subject to Section 11.01(d)) in
such denominations as shall be specified as contemplated by Section 2.02, provided that in the
absence of such specifications with regard to any series of the Debt Securities, the Debt



11









 





Securities of such series shall be issuable in denominations of $1,000 or any integral
multiple thereof.




     The Trustee’s certificate of authentication on all Debt Securities shall be in substantially
the following form:



     This [note, bond, debenture or other evidence of indebtedness] is one of the series of Debt
Securities referred to in the within-mentioned Indenture.



	 	 	 	 	 
	 	Deutsche Bank Trust Company Americas

as Trustee

 	 
	 	By  	 	 
	 	 	Authorized Signature 	 




     SECTION 2.04. Execution of Debt Securities. The Debt Securities shall be signed manually or
in facsimile in the name and on behalf of the Company by the Chairman of the Board, the President,
any Vice President, the Chief Financial Officer or the Treasurer, and attested manually or in
facsimile by its Secretary or one of its Assistant Secretaries. Only such Debt Securities as shall
bear a certificate of authentication substantially in the form provided in Section 2.03, executed
manually by the Trustee, shall be entitled to the benefits of this Indenture or be valid or
obligatory for any purpose. Such certificate by the Trustee upon any Debt Security executed by the
Company shall be conclusive evidence that the Debt Security so authenticated has been duly
authenticated and delivered hereunder.



     In case any officer of the Company who shall have signed any of the Debt Securities shall
cease to be such officer before the Debt Securities so signed shall have been authenticated and
delivered by the Trustee, or disposed of by the Company, such Debt Securities nevertheless may be
authenticated and delivered or disposed of as though the Person who signed such Debt Securities had
not ceased to be such officer of the Company; and any Debt Security may be signed on behalf of the
Company by such Persons as, at the actual date of the execution of such Debt Security, shall be the
proper officers of the Company, although at the date of the execution of this Indenture any such
Person was not such an officer.



     SECTION 2.05. Exchange and Registration of Transfer of Debt Securities. Debt Securities may
be exchanged for an equal aggregate principal amount of Debt Securities of the same series and date
of maturity of other authorized denominations. Debt Securities to be exchanged shall be surrendered
at the office or agency to be maintained by the Company for such purpose in the City and State of
New York, as provided in Section 5.02, and the Company shall execute, and the Trustee shall
authenticate and deliver in exchange therefor, the Debt Security or Debt Securities that the Debt
Securityholder making the exchange shall be entitled to receive.



     The Company or any Debt Security registrar appointed by the Company shall keep, at said office
or agency, a register in which, subject to such reasonable regulations as it may prescribe, the
Company, or any Debt Security registrar appointed by the Company, shall register Debt Securities
and shall register the transfer of Debt Securities as provided in this Article Two.



12









 





Such Debt Security register shall be in written form or in any other form capable of being
converted into written form within a reasonable time. If the Debt Security register is not kept by
the Trustee it shall at all reasonable times be open for inspection by the Trustee. Upon due
presentment for registration of transfer of any Debt Security at such office or agency, the Company
shall execute, and the Trustee shall authenticate and deliver in the name of the transferee or
transferees, a new Debt Security or Debt Securities of the same series and date of maturity for an
equal aggregate principal amount. The Company hereby appoints the Trustee to be Debt Security
registrar, but reserves the right to change the Debt Security registrar or to itself act as Debt
Security registrar.




     All Debt Securities presented for registration of transfer, exchange, redemption or payment
shall (if so required by the Company or any Debt Security registrar appointed by the Company) be
duly endorsed, or be accompanied by a written instrument or instruments of transfer (in form
satisfactory to the Company or any Debt Security registrar appointed by the Company) duly executed,
by the holder or his attorney duly authorized in writing.



     No service charge shall be made for any exchange or registration of transfer of Debt
Securities, but the Company, the Trustee or any Debt Security registrar appointed by the Company
may require payment of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection therewith.



     The Company or any Debt Security registrar appointed by the Company shall not be required to
exchange or register the transfer of (a) any Debt Securities for a period of fifteen days next
preceding any selection of Debt Securities to be redeemed, or (b) any Debt Securities selected,
called or being called for redemption.



     SECTION 2.06. Mutilated, Destroyed, Lost or Stolen Debt Securities. In case any temporary or
definitive Debt Security shall become mutilated or be destroyed, lost or stolen, the Company in its
discretion may execute, and upon its request the Trustee shall authenticate and deliver, a new Debt
Security of the same series and date of maturity in the same principal amount, bearing a number not
contemporaneously outstanding, in exchange and substitution for the mutilated Debt Security, or in
lieu of and in substitution for the Debt Security so destroyed, lost or stolen. In every case the
applicant for a substituted Debt Security shall furnish to the Company and to the Trustee such
security or indemnity as may be required by them to save each of them harmless, and, in every case
of destruction, loss or theft, the applicant shall also furnish to the Company and to the Trustee
evidence to their satisfaction of the destruction, loss or theft of such Debt Security and of the
ownership thereof.



     The Trustee shall authenticate any such substituted Debt Security and deliver the same upon
the written request or authorization of any officer of the Company. Upon the issuance of any
substituted Debt Security, the Company or the Trustee may require the payment of a sum sufficient
to cover any tax or other governmental charge that may be imposed in connection therewith. In case
any Debt Security which has matured or is about to mature shall become mutilated or be destroyed,
lost or stolen, the Company may, instead of issuing a substituted Debt Security, pay or authorize
the payment of the same (upon surrender thereof in the case of a mutilated Debt Security) if the
applicant for such payment shall furnish to the Company and to the Trustee such security or
indemnity as may be required by them to save each of them



13









 





harmless, and, in case of destruction, loss or theft, evidence satisfactory to the Company and
the Trustee of the destruction, loss or theft of such Debt Security and of the ownership thereof.




     Every substituted Debt Security of any series issued pursuant to the provisions of this
Section 2.06 by virtue of the fact that any Debt Security of such series is destroyed, lost
or stolen shall constitute an additional contractual obligation of the Company, whether or not the
destroyed, lost or stolen Debt Security of such series shall be found at any time, and shall be
entitled to all the benefits of this Indenture equally and proportionately with any and all other
Debt Securities of such series duly issued hereunder. All Debt Securities of any series shall be
held and owned upon the express condition that, to the extent permitted by law, the foregoing
provisions are exclusive with respect to the replacement or payment of mutilated, destroyed, lost
or stolen Debt Securities of such series and shall preclude any and all other rights or remedies
notwithstanding (to the extent permitted by applicable law) any law or statute existing or
hereafter enacted to the contrary with respect to the replacement or payment of negotiable
instruments or other securities without their surrender.



     SECTION 2.07. Temporary Debt Securities. Pending the preparation of definitive Debt
Securities of any series, the Company may execute and the Trustee shall authenticate and deliver
temporary Debt Securities of such series (printed, lithographed or otherwise produced). Temporary
Debt Securities shall be issuable in any authorized denomination and substantially in the form of
the definitive Debt Securities, but with such omissions, insertions and variations as may be
appropriate for temporary Debt Securities, all as may be determined by the Company and the Trustee.
Every such temporary Debt Security shall be authenticated by the Trustee upon the same conditions,
in substantially the same manner and with the same effect as the definitive Debt Securities.
Without unreasonable delay the Company will cause to be prepared, and will execute and deliver to
the Trustee definitive Debt Securities of such series, whereupon any or all temporary Debt
Securities of such series may be surrendered in exchange therefor at the office or agency of the
Company, and the Trustee shall authenticate and deliver in exchange for such temporary Debt
Securities an equal aggregate principal amount of definitive Debt Securities of the same series and
date of maturity. Such exchange shall be made by the Company at its own expense and without any
charge therefor except that the Company may require payment of a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection therewith. Until so exchanged, the
temporary Debt Securities of any series shall in all respects be entitled to the same benefits
under this Indenture as definitive Debt Securities of such series authenticated and delivered
hereunder.



     SECTION 2.08. Cancellation of Debt Securities Paid, Etc. All Debt Securities surrendered for
the purpose of payment, redemption, exchange or registration of transfer, shall, if surrendered to
the Company or any paying agent or any Debt Security registrar, be surrendered to the Trustee for
cancellation and promptly cancelled by it, in accordance with its then customary procedures or, if
surrendered to the Trustee, shall be promptly cancelled by it in accordance with its then customary
procedures, and no Debt Securities shall be issued in lieu thereof except as expressly permitted by
any of the provisions of this Indenture. Upon the written request of the Company, the Trustee may
destroy cancelled Debt Securities and deliver a certificate of such destruction to the Company. If
the Company shall acquire any of the Debt Securities, however, such acquisition shall not operate
as a redemption or satisfaction of the



14









 





indebtedness represented by such Debt Securities unless and until the same are surrendered to
the Trustee for cancellation.




     SECTION 2.09. Debt Securities to be Treated Equally. All Debt Securities of each series
issued under this Indenture shall in all respects be equally and ratably entitled to the benefits
hereof with respect to such series without preference, priority or distinction on account of the
actual time or times of the authentication and delivery or maturity of the Debt Securities of such
series.



     SECTION 2.10. Computation of Interest. Unless otherwise provided in the Certified Resolution
or one or more indentures supplemental hereto setting forth the terms on any series of Debt
Securities, interest on the Debt Securities of such series shall be computed on the basis of a
360-day year of twelve 30-day months.



     SECTION 2.11. Global Debt Securities; Depositary. For the purposes of this Indenture, the
term “Agent Member” shall mean a member of, or participant in, a Depositary; the term “Depositary”
shall mean, with respect to Debt Securities issuable or issued in whole or in part in the form of
one or more Global Debt Securities, the clearing agency registered under the Securities and
Exchange Act of 1934 designated as Depositary in a Certified Resolution, or in an indenture
supplemental hereto, pursuant to Section 2.02, and if at any time there is more than one
such agency, “Depositary” as used with respect to the Debt Securities shall mean the respective
Depositary with respect to a particular series of Debt Securities; and the term “Global Debt
Security” shall mean a global certificate evidencing all or part of the series of Debt
Securities, executed by the Company, authenticated by the Trustee and issued to the Depositary for
the series or such portion of the series, and registered in the name of such Depositary or its
nominee.



     If a particular series of Debt Securities are to be issued in whole or in part in the form of
one or more Global Debt Securities, as specified in a Certified Resolution, or in an indenture
supplemental hereto, pursuant to Section 2.02, then the Company shall execute and the
Trustee shall, in accordance with Section 2.03 with respect to such series, authenticate
and deliver each such Global Debt Security, which (i) shall represent and shall be denominated in a
principal amount equal to the aggregate principal amount of the Debt Securities of such series to
be represented by such Global Debt Security, (ii) shall be registered in the name of the Depositary
for such Global Debt Security or its nominee, (iii) shall be delivered by the Trustee to such
Depositary or pursuant to such Depositary’s instruction and (iv) unless otherwise specified in such
Certified Resolution or indenture supplemental hereto, shall bear a legend substantially to the
following effect: “THIS DEBT SECURITY IS A GLOBAL DEBT SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR NOMINEE THEREOF. THIS
GLOBAL DEBT SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO
TRANSFER OF THIS GLOBAL DEBT 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.”



15









 





     Notwithstanding Section 2.05, except as otherwise specified in a Certified Resolution,
or in an indenture supplemental hereto, as contemplated by Section 2.02, any Global Debt
Security shall be exchangeable only as provided in this paragraph. A Global Debt Security shall be
exchangeable pursuant to this Section 2.11 if (x)(i) the Depositary notifies the Company
that it is unwilling or unable to continue as Depositary for such Global Debt Security or if at any
time the Depositary ceases to be a clearing agency registered under the Securities and Exchange Act
of 1934 and (ii) the Company is unable to arrange for a qualified successor, (y) the Company in its
sole discretion determines that all Global Debt Securities of any series then outstanding shall be
exchangeable for definitive Debt Securities of such series in registered form or (z) an Event of
Default, or an event which, with the giving of notice or lapse of time, or both, would constitute
an Event of Default, with respect to the Debt Securities of the series represented by such Global
Debt Security has occurred and is continuing. Any Global Debt Security of such series that is
exchangeable pursuant to the preceding sentence shall be exchangeable for definitive Debt
Securities of such series in registered form, bearing interest (if any) at the same rate or
pursuant to the same formula, having the same date of issuance, redemption provisions, if any,
currency of payment, date of maturity and other terms and of differing denominations aggregating a
like amount. Such definitive Debt Securities of such series shall be registered in the names of
the owners of the beneficial interests in such Global Debt Securities of such series as such names
are from time to time provided by the relevant participants in the Depositary holding such Global
Debt Securities (as such participants are identified from time to time by such Depositary).



     No Global Debt Security may be transferred except as a whole (i) by the Depositary to a
nominee of the Depositary or (ii) by a nominee of the Depositary to the Depositary or another
nominee of the Depositary or (iii) by the Depositary or any such nominee to a successor Depositary
or a nominee of such successor Depositary. Except as provided above, owners solely of beneficial
interest in a Global Debt Security shall not be entitled to receive physical delivery of Debt
Securities of such series in definitive form and will not be considered the Holders thereof for any
purpose under this Indenture.



     At such time as all beneficial interests in a particular series of Global Debt Securities have
been exchanged for definitive Debt Securities or a particular Global Debt Security of a series has
been redeemed, repurchased or canceled in whole and not in part, each such Global Debt Security
shall be returned to or retained and cancelled by the Trustee in accordance with Section
2.08. At any time prior to such cancellation, if any beneficial interest in a Global Debt
Security is exchanged for a definitive Debt Security or a particular Global Debt Security of a
series has been redeemed, repurchased or canceled in part and not in whole, the principal amount of
Debt Securities of such series represented by such Global Debt Security shall be reduced
accordingly and an endorsement shall be made on such Global Debt Security, by the Trustee, the
custodian of such Debt Security or the Depositary at the direction of the Trustee, to reflect such
reduction.



     In the event that a Global Debt Security is surrendered for redemption in part pursuant to
Article Three or Four, the Company shall execute, and the Trustee shall
authenticate and deliver to the Depositary for such Global Debt Security, without service charge, a
new Global Debt Security in a denomination and tenor equal to and in exchange for the unredeemed
portion of the principal for the Global Debt Security so surrendered.



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     Neither the Company nor the Trustee nor any agent of the Company or the Trustee shall have any
responsibility or liability for any aspect of the records relating to or payments made on account
of any beneficial ownership interest in any Global Debt Security or for maintaining, supervising or
reviewing any records relating to such beneficial ownership interest. The Agent Members shall have
no rights under this Indenture with respect to any Global Debt Security held on their behalf by a
Depositary, and such Depositary may be treated by the Company, the Trustee, and any agent of the
Company or the Trustee as the owner of such Global Debt Security for all purposes whatsoever.



     Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee, or any
agent of the Company or Trustee, from giving effect to any written certification, proxy or other
authorization furnished by a Depositary or impair, as between a Depositary and its Agent Members,
the operation of customary practices governing the exercise of the rights of a Holder of a Debt
Security of any series, including without limitation the granting of proxies or other authorization
of participants to give or take any request, demand, authorization, direction, notice, consent,
waiver or other action which a Holder is entitled to give or take under this Indenture.



     SECTION 2.12. CUSIP Numbers. The Company in issuing the Debt Securities of any series may
use one or more “CUSIP” numbers (if then generally in use), and, if so, the Trustee shall use
“CUSIP” numbers in notices of redemption or repurchase as a convenience to Holders; provided that
any such notice may state that no representation is made as to the correctness of such numbers
either as printed on such Debt Securities or as contained in any notice of a redemption or
repurchase and that reliance may be placed only on the other identification numbers printed on the
Securities, and any such redemption or repurchase shall not be affected by any defect in or
omission of such numbers. The Company shall promptly notify the Trustee in writing of any change
in the “CUSIP” numbers.



ARTICLE THREE

SINKING FUNDS




     SECTION 3.01. Applicability of Article. The provisions of this Article Three shall
be applicable to any sinking fund established in or pursuant to a Certified Resolution under
Section 2.02 or one or more indentures supplemental hereto for the retirement of Debt
Securities of any series, except as otherwise specified in such Certified Resolution or
supplemental indenture.



     The sinking fund payment required to be made under the terms of the Debt Securities of any
series is herein referred to as a “mandatory sinking fund payment”, and any sinking fund payment
that is not required to be made but is permitted by the terms of the Debt Securities of any series
is herein referred to as an “optional sinking fund payment”. Unless otherwise provided for by the
terms of the Debt Securities of any series, the cash amount of any sinking fund payment may be
subject to reduction as provided in Section 3.02. Each sinking fund payment shall be
applied to the redemption of the Debt Security of any series as provided for by the terms of the
Debt Securities of such series.



     SECTION 3.02. Satisfaction of Sinking Fund Payments with Debt Securities. The Company may,
at its option, as specified by it in an Officers’ Certificate delivered to the Trustee pursuant to
Section 3.03 reduce and satisfy the obligation to make a mandatory sinking fund



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payment in the amount of the redemption price, together with accrued interest to the
redemption date on Debt Securities otherwise to be redeemed, of any Debt Securities (a) acquired by
the Company and delivered by it to the Trustee for cancellation or (b) redeemed otherwise than
through the operation of the mandatory sinking fund, and in each case under clauses (a) and (b)
delivered or redeemed on or prior to the date of delivery of such Officers’ Certificate and not
theretofore made the basis for a reduction of a mandatory sinking fund payment.




     SECTION 3.03. Redemption of Debt Securities for Sinking Fund. Not less than sixty days prior
to each sinking fund payment date for any series of Debt Securities (or such later date as shall be
satisfactory to the Trustee), the Company will deliver to the Trustee an Officers’ Certificate
specifying the amount of the next succeeding sinking fund payment for that series pursuant to the
terms of that series, the portion thereof, if any, which is to be satisfied by payment of cash and
the portion thereof, if any, which is to be satisfied by delivering and crediting Debt Securities
of that series pursuant to Section 3.02 and will also deliver to the Trustee any Debt
Securities to be so credited which have not theretofore been delivered. Not less than thirty days
before each such sinking fund payment date, the Trustee shall select the Debt Securities of such
series to be redeemed upon such sinking fund payment date in the manner specified in Article
Four and cause notice of the redemption thereof to be given in the name of and at the expense
of the Company in the manner provided in Article Four. Such notice having been duly given,
the redemption of such Debt Securities shall be made upon the terms and in the manner stated in
Article Four. In the case of the failure of the Company to deliver such Officers’
Certificate when due (or to deliver the Debt Securities specified in this Section 3.03) the
sinking fund payment due on the next succeeding sinking fund payment date for that series shall be
paid entirely in cash and shall be sufficient to redeem the principal amount of such Debt
Securities subject to a mandatory sinking fund payment without the option to deliver or credit Debt
Securities as provided in Section 3.02 and without the right to make any optional sinking
fund payment with respect to such series.



     Any sinking fund payment or payments (mandatory or optional) made in cash plus any unused
balance of any preceding sinking fund payments made in cash which shall equal or exceed $100,000
(or a lesser sum if the Company shall so request) with respect to the Debt Securities of any
particular series shall be applied by the Trustee on the sinking fund payment date on which such
payment is made (or, if such payment is made before a sinking fund payment date, on the sinking
fund payment date next succeeding the date of such payment) to the redemption of such Debt
Securities at the redemption price specified in such Debt Securities for operation of the sinking
fund, together with accrued interest, if any, to the date fixed for redemption. Subject to the
provisions of Section 13.05, any sinking fund payment not so applied or allocated by the
Trustee to the redemption of Debt Securities shall be added to the next cash sinking fund payment
received by the Trustee for such series and, together with such payment, shall be applied in
accordance with the provisions of this Section 3.03. Subject to the provisions of
Section 13.05, any and all sinking fund payments with respect to the Debt Securities of any
particular series held by the Trustee on the last sinking fund payment date with respect to Debt
Securities of such series shall be applied by the Trustee, together with other moneys, if
necessary, to be deposited sufficient for the purpose, to the payment of the principal of the Debt
Securities of such series at maturity.



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ARTICLE FOUR

REDEMPTION OF DEBT SECURITIES




     SECTION 4.01. Applicability of Article. The provisions of this Article Four shall be
applicable to any redemption provisions established in or pursuant to a Certified Resolution under
Section 2.02 or one or more indentures supplemental hereto with respect to any series of
Debt Securities, except as otherwise provided in such Certified Resolution under Section
2.02 or supplemental indenture.



     SECTION 4.02. Notice of Redemption; Selection of Debt Securities. In case the Company shall
desire to exercise the right to redeem all, or, as the case may be, any part of the Debt Securities
of any series, as evidenced by a Board Resolution, it shall fix a date for redemption and give
notice of such redemption by first class mail postage prepaid at least thirty and not more than
sixty days prior to the date fixed for redemption to the holders of Debt Securities so to be
redeemed as a whole or in part at their last addresses as the same appear on the Debt Security
register. The notice if mailed in the manner herein provided shall be conclusively presumed to
have been duly given, whether or not the Holder receives such notice. In any case, failure to give
such notice by mail or any defect in the notice to the Holder of any Debt Security designated for
redemption as a whole or in part shall not affect the validity of the proceedings for the
redemption of any other Debt Security.



     Each such notice of redemption shall specify the date fixed for redemption, the redemption
price at which such Debt Securities are to be redeemed, whether the redemption is through operation
of a sinking, purchase or analogous fund, the place of payment, that payment will be made upon
presentation and surrender of such Debt Securities, the CUSIP number, that interest accrued (if
any) to the date fixed for redemption will be paid as specified in said notice, and that on and
after said date interest thereon or on the portions thereof to be redeemed will cease to accrue.
If fewer than all the Debt Securities of a series are to be redeemed, the notice of redemption
shall specify the Debt Securities to be redeemed. In case any Debt Security is to be redeemed in
part only, the notice of redemption shall state the portion of the principal amount thereof to be
redeemed and shall state that on and after the date fixed for redemption, upon surrender of such
Debt Security, a new Debt Security or Debt Securities of the same series, of authorized
denominations, in principal amount equal to the unredeemed portion thereof will be issued.



     On or prior to the redemption date specified in the notice of redemption given as provided in
this Section 4.02, the Company will deposit with the Trustee or with one or more paying
agents (or, if the Company is acting as its own paying agent, segregate and hold in trust as
provided in Section 5.04) an amount of money sufficient to redeem on the redemption date
all the Debt Securities so called for redemption at the applicable redemption price, together with
accrued interest (if any) to the date fixed for redemption.



     If fewer than all the Debt Securities of a series are to be redeemed the Company will give the
Trustee notice not less than sixty days prior to the redemption date as to the aggregate principal
amount of Debt Securities of such series to be redeemed and the Trustee shall select, in such
manner as in its sole discretion it shall deem appropriate and fair, the Debt Securities of such
series or portions thereof to be redeemed.



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     SECTION 4.03. Payment of Debt Securities Called for Redemption. If notice of redemption has
been given as provided in Section 4.02, the Debt Securities or portions of Debt Securities
so to be redeemed shall become due and payable on the date and at the place stated in such notice
at the applicable redemption price, together with interest accrued (if any) to the date fixed for
redemption, and on and after said date (unless the Company shall default in the payment of such
Debt Securities at the redemption price, together with interest accrued (if any) to said date)
interest on such Debt Securities or such portions of Debt Securities shall cease to accrue. Upon
presentation and surrender of such Debt Securities at the place of payment in said notice
specified, the said Debt Securities or the specified portions thereof shall be paid and redeemed by
the Company at the applicable redemption price, together with interest accrued thereon (if any) to
the date fixed for redemption.



     If any Debt Security or portion thereof called for redemption shall not be so paid upon
surrender thereof for redemption, the principal and premium, if any, shall, until paid, bear
interest from the date fixed for redemption at the rate borne by such Debt Security or such portion
thereof, or at such other rate provided in the Certified Resolution relating to such Debt Security
or the supplemental indenture under which such Debt Security is issued. Upon presentation and
surrender of any Debt Security redeemed in part only, the Company shall execute and the Trustee
shall authenticate and deliver to the holder thereof, at the expense of the Company, a new Debt
Security or Debt Securities of the same series, of authorized denominations, in principal amount
equal to the unredeemed portion of the Debt Security so presented and surrendered.



     SECTION 4.04. Optional Redemption For Tax Reasons. The Company shall be entitled to redeem
all, but not part, of the Debt Securities of a series if as a result of (x) a change in or an
amendment to the laws, regulations or rulings of the Relevant Tax Jurisdiction, (y) any change in
or amendment to any official position regarding the application or interpretation of such laws,
regulations or rulings, or (z) any change in or amendment to any official position regarding the
application or interpretation of, or any execution of or amendment to, any treaty or treaties
affecting taxation to which such Relevant Tax Jurisdiction is a party, in each case, which change
or amendment is announced or execution or amendment occurred, as the case may be, after the date of
the prospectus supplement used in connection with the issuance of the Debt Securities of such
series (a “Change in Tax Law”), the Payor is or would be obligated to pay, on the next following
date on which any amount would be payable with respect to such Debt Securities, Additional Amounts
pursuant to Section 5.09 and the payment of such Additional Amounts cannot be avoided by
the Payor after taking reasonable measures available to it. Notwithstanding anything to the
contrary contained in this Article Four, the Company must (i) deliver to the Trustee,
before the Company publishes or mails any notice of redemption of the Debt Securities that are
being redeemed on the basis of this Section 4.04, an officers’ certificate to the effect
that the Payor cannot avoid its obligation to pay Additional Amounts by taking reasonable measures
available to it and an opinion of independent legal counsel of recognized standing stating that the
Payor has or will become obligated to pay Additional Amounts as a result of such Change in Tax Law
and (ii) provide the Holders with notice of the intended redemption at least 30 days and no more
than 60 days before the date of redemption. The redemption price will equal the principal amount
of the Debt Securities plus accrued and unpaid interest, if any, to the date of redemption (subject
to the right of holders of record of such Debt Securities on the relevant record date to receive
interest due on the relevant interest payment date).



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ARTICLE FIVE

PARTICULAR COVENANTS OF THE COMPANY

AND COOPER PARENT




     SECTION 5.01. Payment of Principal, Premium and Interest. With respect to each series of
Debt Securities, the Company covenants and agrees that it will duly and punctually pay or cause to
be paid the principal of, premium, if any, and interest, if any, on the Debt Securities of such
series at the place, at the respective times and in the manner provided in the Debt Securities of
such series.



     SECTION 5.02. Office for Notices and Payments, Etc. So long as any of the Debt Securities
remains outstanding, the Company will maintain in the City and State of New York, an office or
agency (which office or agency may differ for different series of Debt Securities), initially to be
located at the principal office of the Trustee, where the Debt Securities may be presented and
surrendered for registration of transfer and for exchange as in this Indenture provided, where
notices and demands to or upon the Company in respect of Debt Securities or of this Indenture may
be served and where Debt Securities may be presented and surrendered for payment, provided that the
Company may maintain in such City a separate office or agency for one or more of the foregoing
purposes. The Company will give to the Trustee prompt written notice of the change in the location
of such office or agency. In case the Company shall fail to maintain any such office or agency or
shall fail to give such notice of the location or of any change in the location thereof,
presentations and surrenders may be made and notices and demands may be served at the principal
office of the Trustee.



     SECTION 5.03. Appointments to Fill Vacancies in Trustee’s Office. The Company, whenever
necessary to avoid or fill a vacancy in the office of Trustee, will appoint, in the manner provided
in Section 8.10, a Trustee, so that there shall at all times be a Trustee hereunder.



     SECTION 5.04. Provision as to Paying Agent. (a) If the Company shall appoint a paying agent
other than the Trustee with respect to any series of Debt Securities, it will cause such paying
agent to execute and deliver to the Trustee an instrument in which such agent shall agree with the
Trustee, subject to the provisions of this Section 5.04, that




     (1) it will hold all sums held by it as such agent for the payment of the principal
of, premium, if any, or interest, if any, on the Debt Securities of such series (whether
such sums have been paid to it by the Company or by any other obligor on the Debt Securities
of such series) in trust for the benefit of the holders of the Debt Securities of such
series; and




     (2) it will give the Trustee prompt written notice of any failure by the Company
(or by any other obligor on the Debt Securities of such series) to make any payment of the
principal of, premium, if any, or interest, if any, on any of the Debt Securities of such
series when the same shall be due and payable.




	 	(b)	 	If the Company shall act as its own paying agent with respect to any series
of Debt Securities, it will, on or before each due date for the payment of the
principal of, premium, if any, or interest, if any, on any of the Debt Securities of a





21









 







	 	 	 	series, set aside, segregate and hold in trust for the benefit of such holders of the Debt
Securities of such series a sum sufficient to pay such principal, premium, if any,
or interest, if any, so becoming due and will promptly notify the Trustee in writing
of any failure to take such action and of any failure by the Company (or by any
other obligor on such Debt Securities of such series) to make any payment of the
principal of, premium, if any, or interest, if any, on any of the Debt Securities of
such series when the same shall become due and payable.
	 
	 	(c)	 	Anything in this Section 5.04 to the contrary notwithstanding, the
Company may, at any time, for the purpose of obtaining a satisfaction and discharge of
this Indenture in accordance with Sections 13.01 and 13.02, or for any
other reason, pay or cause to be paid to the Trustee all sums held in trust by it, or
any paying agent hereunder, as required by this Section 5.04, such sums to be
held by the Trustee upon the trusts herein contained.
	 
	 	(d)	 	Anything in this Section 5.04 to the contrary notwithstanding, the
agreement to hold sums in trust as provided in this Section 5.04 is subject to
Sections 13.03 through 13.05.
	 
	 	(e)	 	The Company hereby appoints the Trustee to act as paying agent for all
series of Debt Securities, but reserves the right to change the paying agent or to
itself act as paying agent.





     SECTION 5.05. Secured Indebtedness of Cooper Parent and Restricted Subsidiaries. Cooper
Parent will not, and Cooper Parent will not permit any Restricted Subsidiary to, create, assume,
guarantee or incur any Secured Indebtedness without in any such case effectively providing
concurrently with the creation, assumption, guarantee or incurrence of any such Secured
Indebtedness that the Debt Securities shall be secured equally and ratably with (or, at the option
of Cooper Parent, prior to) such Secured Indebtedness but only for so long and during such time as
(i) such Secured Indebtedness shall exist and be secured by a Lien upon property (including Shares
or Indebtedness issued by any Restricted Subsidiary) owned by Cooper Parent or any Restricted
Subsidiary and (ii) the aggregate of all Secured Indebtedness not secured solely by Liens described
in clauses (a) through (h) of this Section 5.05 and all Attributable Debt outstanding
pursuant to, and not excluded from this calculation by, Section 5.06, exceeds 15% of
Consolidated Tangible Assets; provided, however, that the foregoing restriction shall not apply to
Secured Indebtedness secured by:




	 	(a)	 	Liens on property (including any Shares or Indebtedness) which is not a
Principal Property; and
	 
	 	(b)	 	Liens on property (including any Shares or Indebtedness) of any Person
existing at the time such Person becomes a Restricted Subsidiary or arising thereafter
pursuant to contractual commitments entered into prior to and not in contemplation of
such corporation’s becoming a Restricted Subsidiary;
	 
	 	(c)	 	Liens on property (including any Shares or Indebtedness) existing at the
time of acquisition of such property by Cooper Parent or a Restricted Subsidiary;






22











 






	 	(d)	 	Liens to secure the payment of all or any part of the purchase price of such
property (including Shares of Indebtedness) created upon the acquisition of property by
Cooper Parent or a Restricted Subsidiary, or Liens to secure any Secured Indebtedness
incurred by Cooper Parent or a Restricted Subsidiary prior to, at the time of, or
within one year after the later of the acquisition, the completion of construction
(including any improvements, alterations or repairs to existing property) or the
commencement of commercial operation of such property, which Secured Indebtedness is
incurred for the purpose of financing all or any part of the purchase price thereof or
construction or improvements, alterations or repairs thereon; provided, however, that
in the case of any such
acquisition, construction or improvement, alteration or repair, the Lien shall not
apply to any property theretofore owned by Cooper Parent or a Restricted Subsidiary,
other than, in the case of any such construction or improvement, any theretofore
unimproved real property or portion thereof on which the property so constructed, or
the improvement, is located and any other property not then constituting a Principal
Property;
	 
	 	(e)	 	Liens securing Secured Indebtedness of any Restricted Subsidiary owing to
Cooper Parent or to another Restricted Subsidiary;
	 
	 	(f)	 	Liens on property of a Person existing at the time it is merged or consolidated
with Cooper Parent or a Restricted Subsidiary or at the time of a sale, lease or other
disposition of the properties of a Person as an entirety or substantially as an
entirety to Cooper Parent or a Restricted Subsidiary or arising thereafter pursuant to
contractual commitments entered into by such corporation prior to and not in
contemplation of such merger, consolidation, sale, lease or other disposition;
	 
	 	(g)	 	Liens on property of Cooper Parent or a Restricted Subsidiary in favor of the
United States of America or any State thereof, or any department, agency or
instrumentality or political subdivision of the United States of America or any State
thereof, or in favor of any other country, or any political subdivision thereof, or in
favor of any trustee or mortgagee acting on behalf, or for the benefit of, any of the
foregoing, to secure partial, progress, advance or other payments pursuant to any
contract or statute or to secure any Indebtedness incurred for the purpose of financing
all or any part of the purchase price or the cost of construction of the property
subject to such Liens (including without limitation Liens incurred in connection with
pollution control, industrial revenue or similar financings) and any other Liens
incurred or assumed in connection with the issuance of industrial revenue or private
activity bonds the interest on which is exempt from Federal income taxation pursuant to
Section 103(b) of the Internal Revenue Code of 1986, as amended;
	 
	 	(h)	 	Liens upon property (including Shares or Indebtedness issued by any Restricted
Subsidiary) owned by Cooper Parent or any Restricted Subsidiary existing on the first
date on which a Debt Security is authenticated by the Trustee under this Indenture; and




23









 












	 	(i)	 	Any extension, renewal or replacement (or successive extensions, renewals or
replacements) in whole or in part of any Lien referred to in the foregoing clauses (a)
to (g), inclusive; provided, however, that the principal amount of Secured Indebtedness
secured thereby shall not exceed the principal amount of Secured Indebtedness secured
thereby at the time of such extension, renewal or replacement, and that such extension,
renewal or replacement shall be limited to all or a part of the property which secured
the Lien so extended, renewed or replaced (plus improvements, alterations and repairs
on or to such property) and any other property not then constituting a Principal
Property.





     SECTION 5.06. Sale and Leaseback Transactions. Cooper Parent will not, and will not permit
any Restricted Subsidiary to, enter into any Sale and Leaseback Transaction covering any Principal
Property of Cooper Parent or any Restricted Subsidiary unless (A) the sum of (i) the Attributable
Debt outstanding pursuant to such Sale and Leaseback Transaction, (ii) all Attributable Debt
outstanding pursuant to all other Sale and Leaseback Transactions entered into by Cooper Parent and
any Restricted Subsidiary after the date on which a Debt Security is authenticated by the Trustee
under this Indenture, except for Sale and Leaseback Transactions of a Restricted Subsidiary entered
into prior to becoming a Restricted Subsidiary, and (iii) the aggregate amount of all Secured
Indebtedness outstanding (excluding the Secured Indebtedness permitted by clauses (a) through (h)
of Section 5.05 and further without regard to Secured Indebtedness of Cooper Parent or any
Restricted Subsidiary if the Debt Securities are secured equally and ratably with (or prior to)
such Secured Indebtedness) does not exceed 15% of Consolidated Tangible Assets or (B) an amount
equal to the greater of (i) the amount of the net proceeds to Cooper Parent or the Restricted
Subsidiary pursuant to such Sale and Leaseback Transaction or (ii) the fair market value of the
property so leased, as determined by Cooper Parent’s Board of Directors (in the case of (i) or
(ii), after repayment of, or otherwise taking into account, as the case may be, the amount of any
Secured Indebtedness secured by a Lien encumbering such property which Secured Indebtedness existed
immediately prior to such Sale and Leaseback Transaction) is applied to retirement of Funded Debt
within one year after the consummation of such Sale and Leaseback Transaction; provided,
however, the preceding limitations contained in this Section 5.06 shall not apply to,
and there shall be excluded from Attributable Debt in any computation under Section 5.05 or
this Section 5.06, Attributable Debt with respect to any Sale and Leaseback Transaction if:




     (1) such Sale and Leaseback Transaction is entered into in connection with the issuance
of industrial revenue or private activity bonds the interest on which is exempt from Federal
income taxation pursuant to Section 103(b) of the Internal Revenue Code of 1986, as amended;




     (2) Cooper Parent or a Restricted Subsidiary applies an amount equal to the net
proceeds (after repayment of any Secured Indebtedness secured by a Lien encumbering such
Principal Property which Secured Indebtedness existed immediately before such Sale and
Leaseback Transaction) of the sale or transfer of the Principal Property leased pursuant to
such Sale and Leaseback Transaction to investment (whether for acquisition, improvement,
repair, alteration or construction costs) in another Principal Property within one year
before or after such sale or transfer;



24









 






     (3) such Sale and Leaseback Transaction is entered into by a Person prior to the date
on which such Person became a Restricted Subsidiary or arises thereafter pursuant to
contractual commitments entered into by such Person prior to and not in contemplation of
such Person’s becoming a Restricted Subsidiary; or



          (4) such Sale and Leaseback Transaction is entered into by a Person prior to the time such
Person was merged or consolidated with Cooper Parent or a Restricted Subsidiary or prior to the
time of a sale, lease or other disposition of the properties of such Person as an entirety or
substantially as an entirety to Cooper Parent or a Restricted Subsidiary or arises
thereafter pursuant to contractual commitments entered into by such Person prior to and not in
contemplation of such merger, consolidation, sale, lease or other disposition.




     SECTION 5.07. Waiver of Covenants. Cooper Parent and the Company may omit in any particular
instance to comply with any covenant or condition set forth in Section 5.05 or 5.06
hereof or provided in a respective Certified Resolution delivered to the Trustee pursuant to
Section 2.02(A) hereof or in any indenture supplemental hereto with respect to the Debt
Securities of any series, if before or after the time for such compliance the Holders of a majority
in aggregate principal amount of the Debt Securities of such series at the time outstanding shall,
by action of such Debt Securityholders as provided in Section 9.01, either waive such
compliance in such instance or generally waive compliance with such covenant or condition, but no
such waiver shall extend to or affect such covenant or condition except to the extent so expressly
waived, and, until such waiver shall become effective, the obligations of Cooper Parent and the
Company and the duties of the Trustee in respect of any such covenant or condition shall remain in
full force and effect.



     SECTION 5.08. Certificate to Trustee. So long as any of the Debt Securities remain
outstanding, the Company and Cooper Parent will deliver to the Trustee within 120 days after the
end of each fiscal year of Cooper Parent (which on the date hereof ends on December 31) ending
after the date any series of Debt Securities is first issued hereunder, an Officers’ Certificate
(which need not contain the statements provided for in Section 15.05), stating whether or
not to the best knowledge of the respective signer thereof (i) the Company is in default in the
performance and observance of the terms, provisions and conditions of Section 5.01 or
5.02 and any other covenant of the Company provided in a Certified Resolution delivered to
the Trustee pursuant to Section 2.02 hereof or an indenture supplemental hereto, and (ii)
Cooper Parent is in default in the performance and observance of the terms, provisions and
conditions of Section 5.05 or 5.06 and any other covenant of Cooper Parent;
provided in a Certified Resolution delivered to the Trustee pursuant to Section 2.02 hereof
or an indenture supplemental hereto; and if the Company or Cooper Parent shall be in default,
respectively specifying all such defaults and the nature and status thereof of which they may have
knowledge; provided, however, neither the Company nor Cooper Parent shall be obligated to make any
such statement with respect to any term, provision or condition specified in this Section
5.08 if such term, provision or condition, as the case may be, is applicable only to a series
of Debt Securities none of the Debt Securities of which are outstanding or with respect to which
series the Company has been discharged pursuant to Article Thirteen.



     SECTION 5.09. Payment of Additional Amounts. If any taxes, assessments or other governmental
charges are imposed by the jurisdiction, other than the United States, where



25









 




Cooper Parent or a
successor (a “Payor”) is organized or otherwise considered to be a resident for tax purposes, any
jurisdiction, other than the United States, from or through which the Payor makes a payment on the
Debt Securities, or, in each case, any political organization or governmental authority thereof or
therein having the power to tax (the “Relevant Tax Jurisdiction”) in respect of any payments under
the Debt Securities, including any Guarantee with respect to any series of Debt Securities, the
Payor shall pay to each Holder of a Debt Security, to the extent it may lawfully do so, such
additional amounts (“Additional Amounts”) as may be necessary in order that the net amounts
paid to such Holder will be not less than the amount specified in such Debt Security to which
such holder is entitled; provided, however, the Payor shall not be required to make any payment of
Additional Amounts for or on account of:





	 	(a)	 	any tax, assessment or other governmental charge which would not have been
imposed but for (i) the existence of any present or former connection between such
Holder (or between a fiduciary, settlor, beneficiary, member or shareholder of, or
possessor of a power over, such holder, if such holder is an estate, trust,
partnership, limited liability company or corporation) and the Relevant Tax
Jurisdiction including, without limitation, such holder (or such fiduciary, settlor,
beneficiary, member, shareholder or possessor) being or having been a citizen or
resident of the Relevant Tax Jurisdiction or being or having been present or engaged in
a trade or business therein or having or having had a permanent establishment in the
Relevant Tax Jurisdiction or (ii) the presentation of a Debt Security (where
presentation is required) for payment on a date more than 30 days after (x) the date on
which such payment became due and payable or (y) the date on which payment thereof is
duly provided for, whichever occurs later;
	 
	 	(b)	 	any estate, inheritance, gift, sales, transfer, personal property or similar
tax, assessment or other governmental charge;
	 
	 	(c)	 	any tax, assessment or other governmental charge which is payable otherwise
than by withholding from payment of (or in respect of) principal of, premium, if any,
or any interest on, the Debt Securities;
	 
	 	(d)	 	any tax, assessment or other governmental charge that is imposed or withheld by
reason of the failure by the holder or the beneficial owner of the Debt Security to
comply with a request of the Payor addressed to the holder to provide information,
documents or other evidence concerning the nationality, residence or identity of the
holder or such beneficial owner which is required by a statute, treaty, regulation or
administrative practice of the taxing jurisdiction as a precondition to exemption from
all or part of such tax, assessment or other governmental charge; or
	 
	 	(e)	 	any combination of the above;




nor will Additional Amounts be paid with respect to any payment of the principal of, or any
interest on, any Debt Security to any Holder who is a fiduciary or partnership or limited liability
company or other than the sole beneficial owner of such payment to the extent such payment would be
required by the laws of the Relevant Tax Jurisdiction to be included in the income for





26









 







tax purposes
of a beneficiary or settlor with respect to such fiduciary or a member of such partnership, limited
liability company or beneficial owner who would not have been entitled to such Additional Amounts
had it been the holder of such Debt Security.



The Payor shall provide the Trustee with the official acknowledgment of the relevant tax authority
(or, if such acknowledgment is not available, a certified copy thereof) evidencing the payment of
the withholding taxes by the Payor. Copies of such documentation shall be made
available to the holders of the Debt Securities or the paying agent, as applicable, upon request
therefor.




ARTICLE SIX

DEBT SECURITYHOLDERS’ LISTS AND REPORTS BY THE COMPANY

AND THE TRUSTEE




     SECTION 6.01. Debt Securityholders’ Lists. The Company agrees that it will furnish or cause
to be furnished to the Trustee, semi-annually, not more than fifteen days after each record date
relating to any series of Debt Securities, or if any series has no record date, not more than
fifteen days after January 1 and July 1 in each year, and at such other times as the Trustee may
request in writing within thirty days after receipt by the Company of any such request, a list in
such form as the Trustee may reasonably require of the names and addresses of the holders of the
applicable series of Debt Securities, as of a date not more than fifteen days prior to the time
such information is furnished; provided, however, that so long as the Trustee shall be the Debt
Security registrar for a series, no such list for a series need be furnished.



     SECTION 6.02. Preservation and Disclosure of Lists. (a) The Trustee shall preserve, in as
current a form as is reasonably practicable, the names and addresses of the Debt Securityholders
contained in the most recent list furnished to the Trustee as provided in Section 6.01 and
the names and addresses of Debt Securityholders received by the Trustee. The Trustee may destroy
any list furnished to it as provided in Section 6.01 upon receipt of a new list so
furnished.




	 	(b)	 	Debt Securityholders may communicate as provided in Section 312(b) of the Trust
Indenture Act with other Debt Securityholders with respect to their rights under this
Indenture or under the Securities.
	 
	 	(c)	 	Each and every holder of the Debt Securities, by receiving and holding the
same, agrees with the Company and the Trustee that neither the Company nor the Trustee,
nor any paying agent, nor any Debt Security registrar shall be held accountable by
reason of the disclosure of any such information as to the names and addresses of the
holders of Debt Securities in accordance with the provisions of subsection (b) of this
Section 6.02, regardless of the source from which such information was
derived, and that the Trustee shall not be held accountable by reason of mailing any
material pursuant to a request made under said subsection (b).





     SECTION 6.03. Reports by the Company or Cooper Parent. (a) The Company or Cooper Parent, as
applicable, agrees to file with the Trustee, within thirty days after the



27









 




Company or Cooper Parent,
as applicable, is required to file the same with the Securities and Exchange Commission, copies of
the annual reports and of the information, documents and other reports (or copies of such portions
of any of the foregoing as said Commission may from time to time by rules and regulations
prescribe) which the Company or Cooper Parent, as applicable, may be
required to file with said Commission pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934; or, if the Company or Cooper Parent, as applicable, is not
required to file information, documents or reports pursuant to either of such Sections, then to
file with the Trustee and said Commission, in accordance with rules and regulations prescribed from
time to time by said Commission, such of the supplementary and periodic information, documents and
reports which may be required pursuant to Section 13 of the Securities Exchange Act of 1934 in
respect of a security listed and registered on a national securities exchange as may be prescribed
from time to time in such rules and regulations.





	 	(b)	 	The Company or Cooper Parent, as applicable, agrees to file with the Trustee
and the Securities and Exchange Commission, in accordance with the rules and
regulations prescribed from time to time by said Commission, such additional
information, documents and reports with respect to compliance by the Company or Cooper
Parent, as applicable, with the conditions and covenants provided for in this Indenture
as may be required from time to time by such rules and regulations. The Company will at
all times comply with Section 314(a) of the Trust Indenture Act.
	 
	 	 	 	Delivery of such reports, information and documents to the Trustee is for
informational purposes only, and the Trustee’s receipt of such shall not constitute
constructive notice of any information contained therein or determinable from
information contained therein, including the Company’s and Cooper Parent’s, as the
case may be, compliance with any of its covenants hereunder (as to which the Trustee
is entitled to conclusively rely exclusively on an Officers’ Certificate).
	 
	 	(c)	 	Cooper Parent agrees to transmit by mail to all holders of Debt Securities, as
the names and addresses of such holders appear upon the Debt Security register, within
thirty days after the filing thereof with the Trustee, such summaries of any
information, documents and reports required to be filed by the Company or Cooper
Parent, as applicable, pursuant to subsections (a) and (b) of this Section 6.03
as may be required by rules and regulations prescribed from time to time by the
Securities and Exchange Commission.





     SECTION 6.04. Reports by the Trustee. (a) Within 60 days after May 15 or each year
commencing with the first May 15 following the date of this Indenture, the Trustee shall transmit
by mail to the Debt Securityholders as their names and addresses appear in the Security Registry, a
brief report dated as of such May 15, to the extent required under Section 313(a) of the Trust
Indenture Act.




	 	(b)	 	The Trustee shall comply with Sections 313(b) and 313(c) of the Trust Indenture
Act.




28









 












	 	(c)	 	A copy of each such report shall, at the time of such transmission to Debt
Securityholders, be filed by the Trustee with the Company, with each stock exchange
upon which any Debt Securities are listed (if so listed) and also with the Securities
and Exchange Commission. The Company will notify the Trustee when
any Debt Securities become listed on any stock exchange and of any delisting
thereof.





ARTICLE SEVEN

REMEDIES OF THE TRUSTEE AND DEBT SECURITYHOLDERS ON

EVENT OF DEFAULT




     SECTION 7.01. Events of Default. “Event of Default” with respect to any series of Debt
Securities means each one of the events specified below in this Section 7.01, unless it is
either inapplicable to a particular series or is specifically deleted or modified in the Certified
Resolution under Section 2.02 relating to such series or any supplemental indenture under
which such series of Debt Securities is issued, and any other events as may be specified in the
Certified Resolution under Section 2.02 relating to such series or any supplemental
indenture under which such series of Debt Securities is issued. No Event of Default for a
particular series of Debt Securities shall constitute an Event of Default for any other series of
Debt Securities. In case one or more of the following Events of Default shall have occurred and be
continuing:




	 	(a)	 	default in the payment of any interest on any of the Debt Securities of such
series, as and when the same shall become due and payable, and continuance of such
default for a period of thirty days; or
	 
	 	(b)	 	default in the payment of the principal of, or premium, if any, on, any of the
Debt Securities of such series, as and when the same shall become due and payable
(subject to subsection (c) below), whether at stated maturity, upon redemption, by
declaration or otherwise; or
	 
	 	(c)	 	default in the making of any payment for a sinking, purchase or similar fund
provided for in respect of any of the Debt Securities of such series as and when the
same shall become due and payable, and continuance of such default for a period of
thirty days; or
	 
	 	(d)	 	failure on the part of the Company duly to observe or perform any other of the
covenants or agreements on the part of the Company in respect of the Debt Securities of
such series, or in this Indenture contained with respect to such series, for a period
of ninety days after the date on which written notice of such failure, requiring the
Company to remedy the same shall have been given to the Company by the Trustee, or to
the Company and the Trustee by the holders of at least twenty-five percent in aggregate
principal amount of the Debt Securities of such series at the time Outstanding; or
	 
	 	(e)	 	entry of a decree or order for relief in respect of the Company by a court
having jurisdiction in the premises in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or




29









 












	 	 	 	appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar
official of the Company or for any substantial part of its property, or
ordering the winding-up or liquidation of its affairs and the continuance of such
decree or order unstayed and in effect for a period of ninety consecutive days; or
	 
	 	(f)	 	commencement by the Company of a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or consent by
the Company to the entry of an order for relief in an involuntary case under any such
law, or consent by the Company to the appointment of or taking possession by a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar
official of the Company or for any substantial part of its property, or any general
assignment by the Company for the benefit of creditors, or failure by the Company
generally to pay its debts as they become due, or the taking by the Company of any
corporate action in furtherance of any of the foregoing; or
	 
	 	(g)	 	failure on the part of the Guarantors duly to observe or perform any other of
the covenants or agreements on the part of the Guarantors in respect of the Debt
Securities of such series, or in this Indenture contained with respect to such series,
for a period of ninety days after the date on which written notice of such failure,
requiring the Guarantors to remedy the same, shall have been given to the Guarantors by
the Trustee, or to the Guarantors and the Trustee by the holders of at least
twenty-five percent in aggregate principal amount of the Debt Securities of such series
at the time outstanding; or
	 
	 	(h)	 	entry of a decree or order for relief in respect of Cooper Parent by a court
having jurisdiction in the premises in an involuntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or appointing a
receiver, liquidator, assignee, custodian, trustee, sequestrator or other similar
official of Cooper Parent or for any substantial part of its property, or ordering the
winding-up or liquidation of its affairs and the continuance of such decree or order
unstayed and in effect for a period of ninety consecutive days; or
	 
	 	(i)	 	commencement by Cooper Parent of a voluntary case under any applicable
bankruptcy, insolvency or other similar law now or hereafter in effect, or consent by
Cooper Parent to the entry of an order for relief in an involuntary case under any such
law, or consent by Cooper Parent to the appointment of or taking possession by a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other similar
official of Cooper Parent or for any substantial part of its property, or any general
assignment by Cooper Parent for the benefit of creditors, or failure by Cooper Parent
generally to pay its debts as they become due, or the taking by Cooper Parent of any
corporate action in furtherance of any of the foregoing; or
	 
	 	(j)	 	the Guarantee of any Debt Security by Cooper Parent ceases to be, or is
asserted in writing by Cooper US or Cooper Parent not to be, in full force and effect
or enforceable in accordance with its terms (except as contemplated or permitted by the
terms of the Guarantee of Cooper Parent or this Indenture);




30









 










then in the case in which any Event of Default specified in Section 7.01 (e), (f), (h) or
(i) shall have occurred, all Applicable Debt Securities (as hereinafter defined) shall
automatically become
due and payable immediately without further action or notice, and in each and every case in which
any other Event of Default shall have occurred and shall be continuing, unless the principal of all
of the Applicable Debt Securities shall have already become due and payable, either the Trustee or
the holders of not less than twenty-five percent in aggregate principal amount of the Applicable
Debt Securities then Outstanding hereunder[, by notice in writing to the Company (and to the
Trustee if given by holders of the Applicable Debt Securities),] may declare the principal of all
the Applicable Debt Securities (or such portion thereof as may be provided in the Certified
Resolution under Section 2.02 relating to such series or any supplemental indenture under
which such Applicable Debt Securities are issued) and the accrued interest to be due and payable
immediately and upon any such declaration the same shall become and shall be immediately due and
payable, anything contained in this Indenture or in the Applicable Debt Securities to the contrary
notwithstanding. In the case of Applicable Debt Securities issued bearing no interest or
below-market interest, the amount that may be declared due and payable immediately shall be the
portion of the principal specified in the Certified Resolution under Section 2.02 relating
to such series or any supplemental indenture under which such Applicable Debt Securities are
issued. The term “Applicable Debt Securities” shall mean the Debt Securities of a series with
respect to which an Event of Default shall have occurred and be continuing and unless otherwise
specifically provided with respect to a particular series of Debt Securities in the Certified
Resolutions under Section 2.02 relating to such series or any indentures supplemental to
this Indenture under which such series of Debt Securities is issued shall refer to Debt Securities
on a series by series basis such that the provisions hereof shall be applied separately to each
series of Debt Securities affected by such Event of Default. Any declaration pursuant to this
Section 7.01 is, however, subject to the condition that if, at any time after the principal
of the Applicable Debt Securities shall have been so declared due and payable, and before any
judgment or decree for the payment of the money due shall have been obtained or entered as
hereinafter provided, (a) the Company shall pay or shall deposit with the Trustee (i) a sum
sufficient to pay all matured interest upon all the Applicable Debt Securities and the principal of
and premium, if any, on any and all Applicable Debt Securities which shall have become due
otherwise than by acceleration, with interest on overdue interest (to the extent that payment of
such interest is enforceable under applicable law) and on such principal and premium, if any, at
the rate borne by the Applicable Debt Securities, or at such other rate as may be provided in the
Certified Resolution under Section 2.02 relating to such series or any supplemental
indenture under which such Applicable Debt Securities are issued, to the date of such payment or
deposit, and (ii) all sums paid or advances made by the Trustee hereunder and all amounts owing the
Trustee under Section 8.06, and (b) any and all Events of Default under this Indenture with
respect to the Applicable Debt Securities, other than the nonpayment of principal of and accrued
interest on Applicable Debt Securities which shall have become due by acceleration, shall have been
remedied, cured or waived, then and in every such case the holders of a majority in aggregate
principal amount of the Applicable Debt Securities then Outstanding, by written notice to the
Company and to the Trustee, may waive all defaults related to such Applicable Debt Securities and
rescind and annul such declaration and its consequences; but no such waiver or rescission and
annulment shall extend to or shall affect any subsequent default or shall impair any right
consequent thereon.




31









 








     In case the Trustee or any of the Debt Securityholders shall have proceeded to enforce any
right under this Indenture and such proceedings shall have been discontinued or abandoned because
of such rescission or annulment or for any other reason or shall have been determined
adversely to the Trustee or such Debt Securityholders, then and in every such case the Company
and the Trustee and such Debt Securityholders shall be restored respectively to their several
positions and rights hereunder, and all rights, remedies and powers of the Company and the Trustee
and such Debt Securityholders shall continue as though no such proceedings had been taken.



     SECTION 7.02. Payment of Applicable Debt Securities on Default; Suit Therefor. The Company
covenants that (a) in case defaults shall be made in the payment of any interest upon any of the
Applicable Debt Securities as and when the same shall become due and payable, and such default
shall have continued for a period of thirty days, or (b) in case default shall be made in the
payment of the principal of and premium, if any, on any of the Applicable Debt Securities as and
when the same shall have become due and payable (subject to subsection (c) below), whether at
maturity of the Applicable Debt Securities or upon redemption or by declaration or otherwise, or
(c) in case default shall be made in the payment for any sinking, purchase or similar fund provided
for in respect of any of the Applicable Debt Securities as and when the same shall become due and
payable, and such default shall have continued for a period of thirty days, then, upon demand of
the Trustee, the Company will pay to the Trustee, for the benefit of the holders of the Applicable
Debt Securities, the whole amount that then shall have become due and payable on all such
Applicable Debt Securities for principal and premium, if any, or interest, or both, as the case may
be, with interest upon the overdue principal and premium, if any, and (to the extent that payment
of such interest is enforceable under applicable law) upon the overdue installments of interest at
the rate borne by the Applicable Debt Securities or at such other rate as may be provided in the
Certified Resolution under Section 2.02 relating to such series or any supplemental
indenture under which such Applicable Debt Securities are issued; and, in addition thereto, such
further amount as shall be sufficient to cover all amounts owing the Trustee under Section
8.06.



     In case the Company shall fail forthwith to pay such amounts upon such demand, the Trustee, in
its own name and as trustee of an express trust, shall be entitled and empowered to institute any
actions or proceedings at law or in equity for the collection of the sums so due and unpaid, and
may prosecute any such action or proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company or any other obligor on the Applicable Debt Securities
and collect in the manner provided by law out of the property of the Company or any other obligor
on the Applicable Debt Securities wherever situated the money adjudged or decreed to be payable.



     In case there shall be pending proceedings for the bankruptcy or for the reorganization of the
Company or any other obligor on the Debt Securities under the Federal Bankruptcy Code or any other
applicable law, or in case a receiver or trustee shall have been appointed for the property of the
Company or such other obligor, or in the case of any similar judicial proceedings relative to the
Company or other obligor under the Debt Securities, or to the creditors or property of the Company
or such other obligor, the Trustee, irrespective of whether the principal of the Debt Securities
shall then be due and payable as therein expressed or by declaration or otherwise and irrespective
of whether the Trustee shall have made any demand pursuant to the provisions



32









 




of this Section
7.02, shall be entitled and empowered, by intervention in such proceedings or otherwise, to
file and prove a claim or claims for the whole amount of principal, premium and
interest owing and unpaid in respect of the Debt Securities, and to file such proofs of claim
and other papers or documents as may be necessary or advisable in order to have the claims of the
Trustee (including any amounts owing the Trustee under Section 8.06) and of the holders of
Debt Securities allowed in such judicial proceedings relative to the Company or any other obligor
on the Debt Securities, its or their creditors, or its or their property, and to collect and
receive any money or other property payable or deliverable on any such claims, and to distribute
the same after the deduction of its charges and expenses; and any receiver, assignee or trustee in
bankruptcy or reorganization is hereby authorized by each of the holders of Debt Securities to make
such payments to the Trustee, and, in the event that the Trustee shall consent to the making of
such payments directly to the Debt Securityholders, to pay to the Trustee any amounts owing the
Trustee under Section 8.06 up to the date of such distribution.




     All rights of action and of asserting claims under this Indenture, or under any of the Debt
Securities of any series, may be enforced by the Trustee without the possession of any of the Debt
Securities of such series, or the production thereof on any trial or other proceeding relative
thereto, and any such suit or proceeding instituted by the Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment shall be for the ratable benefit of
the holders of the Debt Securities of such series.



     Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to
or accept or adopt on behalf of any Debt Securityholder any plan of reorganization, arrangement,
adjustment or composition affecting the Debt Securities or the rights of any Holder thereof, or to
authorize the Trustee to vote in respect of the claim of any Debt Securityholder in any such
proceeding.



     SECTION 7.03. Application of Money Collected by Trustee. Any money collected by the Trustee
pursuant to this Article Seven with respect to a series of Debt Securities shall be applied in the
order following, at the date or dates fixed by the Trustee for the distribution of such money, upon
presentation of the several Debt Securities of such series, and stamping thereon the payment, if
only partially paid and upon surrender thereof if fully paid.



     First: To the payment of all amounts owing the Trustee under Section 8.06;



     Second: In case the principal on none of the Outstanding Debt Securities of such series shall
have become due and be unpaid, to the payment of interest, if any, which has become due and is
unpaid on the Debt Securities of such series, in the order of the maturity of such interest, with
interest (to the extend permitted by applicable law and to the extent that such interest has been
collected by the Trustee) upon the overdue installments of interest at the rate borne by the Debt
Securities or at such other rate as may be provided in the Certified Resolution under Section
2.02 relating to such series or any supplemental indenture under which such series of Debt
Securities is issued (such payments to be made ratably to the Persons entitled thereto);



     Third: In case the principal of any of the Outstanding Debt Securities of such series shall
have become due, by declaration or otherwise, to the payment of the whole amount then owing and
unpaid upon the Debt Securities of such series for principal, premium, if any, and interest, if



33









 




any, with interest on the overdue principal and premium, if any, and (to the extent permitted by
applicable law and to the extent that such interest has been collected by the Trustee) upon
overdue interest at the rate borne by the Debt Securities of such series or at such other rate as
may be provided in the Certified Resolution under Section 2.02 relating to such series or
any supplemental indenture under which such series of Debt Securities is issued; and in case such
money shall be insufficient to pay in full the whole amounts so due and unpaid upon the Debt
Securities of such series, then to the payment of such principal, premium, if any, and interest, if
any, without preference or priority of principal and premium, if any, over interest, if any, of
interest over principal and premium, if any, or if any interest over any other interest, or of any
Debt Security of such series over any other Debt Security of such series ratably to the aggregate
of such principal, premium, if any, and accrued and unpaid interest, if any; and




     Fourth: To the payment of the remainder, if any, to the Company, its successors or assigns, or
to whosoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction
may direct.



     SECTION 7.04. Proceedings by Debt Securityholders. No holder of any Applicable Debt Security
of any series shall have any right by virtue of or by availing himself of any provision of this
Indenture to institute any suit, action or proceeding in equity or at law upon or under or with
respect to this Indenture or for the appointment of a receiver or trustee, or for any other remedy
hereunder, in each case with respect to an Event of Default related to such Applicable Debt
Securities, unless such Holder previously shall have given to a Responsible Officer of the Trustee
written notice of default with respect to the Applicable Debt Securities of such series and of the
continuance thereof, as hereinbefore provided, and unless also the Holders of not less than
twenty-five percent in aggregate principal amount of such Applicable Debt Securities then
outstanding shall have made written request upon the Trustee to institute such action, suit or
proceeding in its own name as Trustee hereunder and shall have offered to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred therein or thereby, and the
Trustee for sixty days after its receipt of such notice, request and offer of indemnity, shall have
failed to institute any such action, suit or proceeding and no direction inconsistent with such
written request shall have been given to the Trustee during such sixty-day period by the holders of
a majority in principal amount of such outstanding Applicable Debt Securities, it being understood
and intended and being expressly covenanted by the holder of every Debt Security of a series with
every other holder of a Debt Security of such series and the Trustee, that no one or more holders
of Debt Securities of such series shall have any right in any manner whatever by virtue of or by
availing himself or themselves of any provision of this Indenture to affect, disturb or prejudice
the rights of any other Holder of such Debt Securities, or to obtain or seek to obtain priority
over or preference to any other such Holder, or to enforce any right under this Indenture, except
in the manner herein provided and for the equal, ratable and common benefit of all holders of Debt
Securities of such series.



     Notwithstanding any other provisions in this Indenture, the right of any holder of any Debt
Security, which is absolute and unconditional, to receive payment of the principal of, and premium,
if any, and interest, if any, on such Debt Security, on or after the respective due dates expressed
in such Debt Security, or to institute suit for the enforcement of any such payment on or after
such respective dates shall not be impaired or affected without the consent of such Holder.



34









 





     SECTION 7.05. Proceeding by Trustee. In case an Event of Default shall occur and be
continuing hereunder with respect to any Applicable Debt Securities, the Trustee may in its
discretion proceed to protect and enforce the rights vested in it by this Indenture by such
appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce
any of such rights, either by suit in equity or by action at law or by proceeding in bankruptcy or
otherwise, whether for the specific enforcement of any covenant or agreement contained in this
Indenture or in aid of the exercise of any power granted in this Indenture with respect to such
Applicable Debt Securities, or to enforce any other legal or equitable right vested in the Trustee
by this Indenture or by law.



     SECTION 7.06. Remedies Cumulative and Continuing. All powers and remedies given by this
Article Seven to the Trustee or to the holders of Debt Securities of any series shall, to
the extend permitted by law, be deemed cumulative and not exclusive of any thereof or of any other
powers and remedies available to the Trustee or the holders of the Debt Securities of such series,
by judicial proceedings or otherwise, to enforce the performance or observance of the covenants and
agreements contained in this Indenture, and no delay or omission of the Trustee or of any holder of
any of the Debt Securities of a series to exercise any right or power accruing upon any default
occurring and continuing as aforesaid shall impair any such right or power, or shall be construed
to be a waiver of any such default or an acquiescence therein; and, subject to the provisions of
Section 7.04, every power and remedy given by this Article Seven or by law to the
Trustee or to the Debt Securityholders of a series may be exercised from time to time, and as often
as shall be deemed expedient, by the Trustee or by the Debt Securityholders of such series.



     SECTION 7.07. Direction of Proceedings and Waiver of Defaults by Majority of Debt
Securityholders. The holders of a majority in aggregate principal amount of the Debt Securities of
any series at the time outstanding shall have the right to direct the time, method, and place of
conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power
conferred on the Trustee with respect to the Debt Securities of such series; provided, however,
that (subject to the provisions of Section 8.01) the Trustee shall have the right to
decline to follow any such direction if the Trustee being advised by counsel determines that the
action or proceeding so directed may not lawfully be taken or if the Trustee in good faith by its
board of directors or trustees, executive committee, or a trust committee of directors or trustees
and/or Responsible Officers shall determine that the action or proceedings so directed would
involve the Trustee in personal liability or would be unduly prejudicial to the holders of Debt
Securities of such series not joining in such direction. Prior to any declaration accelerating the
maturity of the Debt Securities of any series, the holders of a majority in aggregate principal
amount of the Debt Securities of such series at the time outstanding may, on behalf of the holders
of all of the Debt Securities of such series, waive any past default or Event of Default hereunder
with respect to such series and its consequences except a default in the payment of the principal
of, premium, if any, or interest, if any, or any of the Debt Securities of such series, or in
respect of a covenant or provision hereof which under Article Eleven cannot be modified or
amended without the consent of the holder of each outstanding Debt Security of such series
affected. Upon any such waiver the Company, the Trustee and the holders of the Debt Securities of
such series shall be restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent
or other default (as defined in Section 7.08) or Event of Default or impair any right
consequent thereon. Whenever any default or Event of Default hereunder shall have been waived as
permitted by this Section 7.07 said default or Event of



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Default shall for all purposes of
the Debt Securities of such series and this Indenture be deemed to have been cured and to be not
continuing.




     SECTION 7.08. Notice of Defaults. The Trustee shall, within ninety days after the occurrence
of a default (as hereinafter defined) with respect to the Debt Securities of any series, mail to
all holders of Debt Securities of each series, as the names and addresses of such holders appear
upon the Debt Security register, notice of all each default known to a Responsible Officer of the
Trustee, unless such defaults shall have been cured before the giving of such notice (the term
"default” for the purpose of this Section 7.08 being hereby defined to be any event which
is, or after notice or lapse of time or both would become, an Event of Default with respect to Debt
Securities of such series); and provided that, except in the case of default in the payment of the
principal of, premium, if any, or interest, if any, on any of the Debt Securities of such series,
the Trustee shall be protected in withholding such notice if and so long as the board of directors
or trustees, the executive committee, or a trust committee of directors and/or Responsible Officers
of the Trustee in good faith determines that the withholding of such notice is in the interests of
the Debt Securityholders of such series.



     SECTION 7.09. Undertaking to Pay Costs. All parties to this Indenture agree, and each holder
of any Debt Security by his acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable attorneys’ fees,
against any party litigant in such suit, have due regard to the merits and good faith of the claims
or defenses made by such party litigant; but the provisions of this Section 7.09 shall not
apply to any suit instituted by the Trustee, to any suit institute by any Debt Securityholder, or
group of Debt Securityholders, holding in the aggregate more than ten percent in principal amount
of the Debt Securities of any series outstanding, or to any suit instituted by any holder of a Debt
Security of any series for the enforcement of the payment of the principal of, premium, if any, or
interest, if any, on any Debt Security of such series on or after the due date expressed in such
Debt Security.



     SECTION 7.10. Waiver of Stay or Extension Laws. The Company covenants and agrees (to the
extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants or performance of
this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede
the execution of any power herein granted to the Trustee, but will suffer and permit the execution
of every such power as though no such law had been enacted.



ARTICLE EIGHT

CONCERNING THE TRUSTEE




     SECTION 8.01. Duties and Responsibilities of Trustee. The Trustee prior to the occurrence of
an Event of Default and after the curing of all Events of Default which may have occurred and are
continuing, undertakes to perform such duties and only such duties as are



36









 




specifically set forth in
this Indenture. In case an Event of Default has occurred and is continuing (which has not been
cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person’s own affairs.




     No provision of this Indenture shall be construed to relieve the Trustee from liability for
its own negligent action, its own negligent failure to act or its own willful misconduct, except
that




	 	(a)	 	prior to the occurrence of an Event of Default and after the curing or waiving
of all Events of Default which may have occurred:






     (1) the duties and obligations of the Trustee shall be determined solely by the express
provisions of this Indenture, and the Trustee shall not be liable except for the performance
of such duties and obligations as are specifically set forth in this Indenture, and no
implied covenants or obligations shall be read into this Indenture against the Trustee; and




     (2) in the absence of bad faith on the part of the Trustee, the Trustee may
conclusively rely, as to the truth of the statements and the correctness of the opinions
expressed therein, upon any certificates or opinions furnished to the Trustee and conforming
to the requirements of this Indenture; but, in the case of any such certificates or opinions
which by any provision hereof are specifically required to be furnished to the Trustee, the
Trustee shall be under a duty to examine the same to determine whether or not they conform
to the requirements of this Indenture;




	 	(b)	 	the Trustee shall not be liable for any error of judgment made in good faith by
a Responsible Officer or Officers of the Trustee, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts;
	 
	 	(c)	 	the Trustee shall not be liable with respect to any action taken or omitted to
be taken by it in good faith in accordance with the direction of the holders of not
less than a majority in principal amount of the Debt Securities of any series at the
time Outstanding determined as provided in Section 9.04 relating to the time,
method, and place of conducting any proceeding for any remedy available to the Trustee
with respect to the Debt Securities of such series, or exercising any trust or power
conferred upon the Trustee with respect to the Debt Securities of such series under
this Indenture; and
	 
	 	(d)	 	no provision of this Indenture shall require the Trustee to expend or risk its
own funds or otherwise incur any financial liability in the performance of any of its
duties hereunder or in the exercise of any of its rights or powers if it shall have
reasonable grounds for believing that repayment of such funds or adequate indemnity
against such risk or liability is not reasonably assured to it.






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       SECTION 8.02. Reliance on Documents, Opinions, Etc. Except as otherwise provided in
Section 8.01:




	 	(b)	 	the Trustee may rely and shall be protected in acting upon any resolution,
certificate, statement, instrument, opinion, report, notice, request, consent, order,
bond, debenture or other paper or document believed by it to be genuine and to have
been signed or presented by the proper party or parties;
	 
	 	(c)	 	any request, direction, order or demand of the Company mentioned herein shall
be sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect
thereof be herein specifically prescribed); and any resolution of the Board of
Directors may be evidenced to the Trustee by a Certified Resolution;
	 
	 	(d)	 	the Trustee may consult with counsel and any advice or Opinion of Counsel shall
be full and complete authorization and protection in respect of any action taken or
omitted by it hereunder in good faith and in accordance with such advice or Opinion of
Counsel;
	 
	 	(e)	 	the Trustee shall be under no obligation to exercise any of the rights or
powers vested in it by this Indenture at the request, order or direction of any of the
Debt Securityholders pursuant to the provisions of this Indenture, unless such Debt
Securityholders shall have offered to the Trustee reasonable security or indemnity
against the costs, expenses and liabilities which may be incurred therein or thereby;
	 
	 	(f)	 	the Trustee shall not be liable for any action taken or omitted by it in good
faith and believed by it to be authorized or within the discretion or rights or powers
conferred upon it by this Indenture;
	 
	 	(g)	 	prior to the occurrence of an Event of Default with respect to any series of
Debt Securities hereunder and after the curing or waiving of all Events of Default with
respect to such series of Debt Securities, the Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, bond,
debenture or other paper or document with respect to such series of Debt Securities,
unless requested in writing to do so by the holders of not less than a majority in
principal amount of Debt Securities of such series then outstanding; provided, however,
that if the payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is, in the
opinion of the Trustee, not reasonably assured to the Trustee by the security afforded
to it by the terms of this Indenture, the Trustee
may require reasonable indemnity against such expenses or liability as a condition
to so proceeding;
	 
	 	(h)	 	the Trustee may execute any of the trusts or powers hereunder or perform any
duties hereunder directly or by or through agents or counsel, and the Trustee shall not
be responsible for any misconduct or negligence on the part of any agent or counsel
appointed with due care by it hereunder;




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	 	(i)	 	the Trustee shall not be deemed to have knowledge or notice of any Event of
Default or defaults hereunder unless a Responsible Officer of the Trustee shall have
actual knowledge thereof or unless the holders of not less than twenty-five percent of
the outstanding Debt Securities of any series as to which there exists an Event of
Default or default gives notice of such Event of Default or default; and
	 
	 	(j)	 	the permissive rights of the Trustee enumerated herein shall not be construed
as duties.





     SECTION 8.03. Responsibility for Recitals, Etc. The recitals contained herein and in the
Debt Securities (except in the Trustee’s certificate of authentication) shall be taken as the
statements of the Company and the Guarantors, as applicable, and the Trustee assumes no
responsibility for the correctness of the same. The Trustee makes no representations as to the
validity or sufficiency of this Indenture or of the Debt Securities. The Trustee shall not be
accountable for the use or application by the Company of any Debt Securities or the proceeds
thereof.



     SECTION 8.04. Trustee, Paying Agent or Debt Security Registrar May Own Debt Securities. The
Trustee, any paying agent, Debt Security registrar or any other agent of the Company in its
individual or any other capacity, may become the owner or pledgee of Debt Securities with the same
rights it would have if it were not Trustee, paying agent, Debt Security registrar or such other
agent.



     SECTION 8.05. Money to Be Held in Trust. Subject to the provisions of Section 13.04,
all money received by the Trustee shall, until used or applied as herein provided, be held in trust
for the purposes for which it was received. Money held by the Trustee in trust hereunder need not
be segregated from other funds except to the extent required by law.



     SECTION 8.06. Compensation and Expenses of Trustee. The Company agrees to pay to the Trustee
from time to time, and the Trustee shall be entitled to, reasonable compensation (which to the
extent permitted by law shall not be limited by any provision of law in regard to the compensation
of a trustee of an express trust), and the Company will pay or reimburse the Trustee upon its
request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in
accordance with any of the provisions of this Indenture (including the reasonable compensation and
the expenses and disbursements of its counsel and of all Persons not regularly in its employ)
except any such expense, disbursement or advance as may arise from its negligence or bad faith.
The
Company and Cooper Parent jointly and severally also agree to indemnify the Trustee for, and
to hold it harmless against, any loss, liability or expense incurred without negligence or bad
faith on the part of the Trustee and arising out of or in connection with the acceptance or
administration of this trust or the performance of its duties hereunder, including the costs and
expenses of defending itself against any claim of liability in the premises. The obligation of the
Company under this Section 8.06 to compensate the Trustee and to pay or reimburse the
Trustee for expenses, disbursements and advances shall constitute additional indebtedness
hereunder. Such additional indebtedness shall be secured by a lien prior to that of the Debt
Securities upon all property and funds held or collected by the Trustee as such, except funds held
in trust for the benefit of the holders of particular Debt Securities.



39









 





     When the Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 7.01 (e) or Section 7.01(f), the expenses (including the
reasonable charges and expenses of its counsel) and the compensation for the services are intended
to constitute expenses of administration under any applicable Federal or state bankruptcy,
insolvency or other similar law. The provisions of this Section shall survive the termination of
this Indenture and the resignation or removal of the Trustee.



     SECTION 8.07. Officers’ Certificate as Evidence. Except as otherwise provided in Section
8.01, whenever in the administration of the provisions of this Indenture the Trustee shall deem
it necessary or desirable that a matter be proved or established prior to taking or omitting any
action hereunder, such matter (unless other evidence in respect thereof be herein specifically
prescribed) may, in the absence of negligence or bad faith on the part of the Trustee, be deemed to
be conclusively proved and established by an Officers’ Certificate delivered to the Trustee, and
such Certificate, in the absence of negligence or bad faith on the part of the Trustee, shall be
full warrant to the Trustee for any action taken or omitted by it under the provisions of this
Indenture upon the faith thereof.



     SECTION 8.08. Conflicting Interest of Trustee. If the Trustee has or shall acquire any
“conflicting interest” within the meaning of Section 310(b) of the Trust Indenture Act, the Trustee
and the Company shall in all respects comply with the provisions of Section 310(b) of the Trust
Indenture Act.



     SECTION 8.09. Eligibility of Trustee. The Trustee hereunder shall at all times be a
corporation organized and doing business under the laws of the United States or any State or
Territory thereof or of the District of Columbia authorized under such laws to exercise corporate
trust powers, having a combined capital and surplus of at least five million dollars, subject to
supervision or examination by Federal, State, Territorial, or District of Columbia authority. If
such corporation publishes reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the purposes of this
Section 8.09, the combined capital and surplus of such corporation shall be deemed to be
its combined capital and surplus as set forth in its most recent report of condition so published.
In case at any time the Trustee shall cease to be eligible in accordance with provisions of this
Section 8.09, the Trustee shall resign immediately in the manner and with the effect
specified in Section 8.10. Neither the Company nor a Person directly controlling,
controlled by, or under common control with the Company shall serve as Trustee.



     SECTION 8.10. Resignation or Removal of Trustee. (a) The Trustee may at any time resign with
respect to the Debt Securities of one or more series by giving written notice of such resignation
to the Company. Upon receiving such notice of resignation, the Company shall promptly appoint a
successor Trustee by written instrument, in duplicate, executed by order of the Board of Directors,
one copy of which instrument shall be delivered to the resigning Trustee and one copy to the
successor Trustee. If no successor Trustee shall have been so appointed and have accepted
appointment within sixty days after the giving of such notice of resignation, the resigning Trustee
may petition any court of competent jurisdiction for the appointment of a successor Trustee, or any
holder of a Debt Security of such series who has been a bona fide holder of a Debt Security or Debt
Securities of such series for at least six months may, subject to the provisions of Section
7.09, on behalf of himself and all others similarly situated, petition any



40









 




such court for the
appointment of a successor Trustee. Such court may thereupon, after such notice, if any, as it may
deem proper and prescribe, appoint a successor Trustee.





	 	(b)	 	In case at any time any of the following shall occur:






     (1) the Trustee shall fail to comply with the provisions of subsection (a) of
Section 8.08 after written request therefor by the Company or by any Debt
Securityholder who has been a bona fide holder of a Debt Security or Debt Securities for at
least six months, or



          (2) the Trustee shall cease to be eligible in accordance with the provisions of Section 8.09
and shall fail to resign after written request therefor by the Company or by any such Debt
Securityholder, or




          (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then, in any case, the Company may remove the Trustee
and appoint a successor Trustee by written instrument, in duplicate, executed by order of the Board
of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one
copy to the successor Trustee, or, subject to the provisions of Section 7.09, any Debt
Securityholder who has been a bona fide holder of a Debt Security or Debt Securities for at least
six months may, on behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee and the appointment of a successor trustee.
Such court may, thereupon, after such notice, if any, as it may deem proper and prescribe, remove
the Trustee and appoint a successor Trustee.





	 	(c)	 	The holders of a majority in aggregate principal amount of the Debt Securities
of a series at the time Outstanding may at any time remove the Trustee as to that
series and appoint a successor Trustee as to that series.
	 
	 	(d)	 	Any resignation or removal of the Trustee and any appointment of a successor
Trustee pursuant to any of the provisions of this Section 8.10 shall become
effective upon acceptance of appointment by the successor Trustee as provided in
Section 8.11.
	 
	 	(e)	 	The Company shall give notice of each resignation and each removal of the
Trustee and each appointment of a successor Trustee by mailing written notice of such
event by first-class mail, postage prepaid to the holders of Debt Securities as their
names and addresses appear in the register. Each such notice shall include the name of
the successor Trustee and the address of its principal corporate trust office. If the
Company fails to give such notice within ten days after acceptance of appointment by
the successor Trustee, the successor Trustee shall cause such notice to be given, at
the expense of the Company.





     SECTION 8.11. Acceptance by Successor Trustee. Any successor Trustee appointed as provided
in Section 8.10 shall execute, acknowledge and deliver to the Company and to its
predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the



41









 




resignation or removal of the predecessor Trustee shall become effective and such successor
Trustee, without any further act, deed or conveyance, shall become vested with all the rights,
powers, duties and obligations of its predecessor hereunder, with like effect as if originally
named as Trustee herein; but nevertheless, on the written request of the Company or of the
successor Trustee, the Trustee ceasing to act shall, upon payment of any amounts then due it
pursuant to the provisions of Section 8.06, execute and deliver an instrument transferring
to such successor Trustee all the rights and powers of the Trustee so ceasing to act. Upon request
of any such successor Trustee, the Company shall execute any and all instruments in writing in
order more fully and certainly to vest in and confirm to such successor Trustee all such rights and
powers. Any Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds
held or collected by such Trustee to secure any amounts then due it pursuant to the provisions of
Section 8.06.




     No successor Trustee shall accept appointment as provided in this Section 8.11 unless
at the time of such acceptance such successor Trustee shall be qualified under the provisions of
Section 8.08 and eligible under the provisions of Section 8.09.



     In case of the appointment hereunder of a successor Trustee with respect to the Debt
Securities of one or more (but not all) series, the Company, the Guarantors (as applicable), the
retiring Trustee and each successor Trustee with respect to the Debt Securities of one or more
series shall execute and deliver an indenture supplemental hereto wherein such successor Trustee
shall accept such appointment and which (1) shall contain such provisions as shall be necessary or
desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights,
powers, trusts and duties of the retiring Trustee with respect to the Debt Securities of that or
those series to which the appointment of such successor Trustee relates, (2) if the retiring
Trustee is not retiring with respect to all Debt Securities, shall contain such provisions as shall
be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the
retiring Trustee with respect to the Debt Securities of that or those series as to which the
retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall
add to or change any of the provisions of this Indenture as shall be necessary to provide for or
facilitate the administration of the trusts hereunder by more than one Trustee, it being understood
that nothing herein or in such supplemental indenture shall constitute such Trustees as co-trustees
of the same trust and that each such Trustee shall be trustee of a trust or trusts hereunder
separate and apart from any trust or trusts hereunder administered by any other such Trustee; and
upon the execution and delivery of such supplemental indenture the resignation or removal of the
retiring
Trustee shall become effective to the extent provided therein and each such successor Trustee,
without any further act, deed or conveyance, shall become vested with all the rights, powers,
trusts and duties of the retiring Trustee with respect to the Debt Securities of that or those
series to which the appointment of such successor Trustee relates; but, on request of the Company
or any successor Trustee, such retiring Trustee (subject to the provisions of Section 8.06)
shall duly assign, transfer and deliver to such successor Trustee all property and money held by
such retiring Trustee hereunder with respect to the Debt Securities of that or those series to
which the appointment of such successor trustee relates, and upon request of any such successor
Trustee, the Company and the Guarantors, as applicable, shall execute any and all instruments for
more fully and certainly vesting in and confirming to such successor Trustee all rights, powers and
trusts referred to in this subsection.



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     SECTION 8.12. Succession by Merger, Etc. Any corporation into which the Trustee may be
merged or converted or with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or any corporation
succeeding to all or substantially all of the corporate trust business of the Trustee, shall be the
successor of the Trustee hereunder without the execution or filing of any paper or any further act
on the part of any of the parties hereto.



     In case at the time such successor Trustee shall succeed to the trusts created by this
Indenture with respect to one or more series of Debt Securities, any of such Debt Securities shall
have been authenticated but not delivered, any such successor Trustee may adopt the certificate of
authentication of any predecessor Trustee and deliver such Debt Securities so authenticated; and in
case at that time any of the Debt Securities shall not have been authenticated, any successor
Trustee may authenticate such Debt Securities either in the name of any predecessor hereunder or in
the name of the successor Trustee; and in all such cases such certificates shall have the full
force which it is anywhere in such Debt Securities or in this Indenture provided that the
certificate of the Trustee shall have; provided, however, that the right to adopt the certificate
of authentication of any predecessor Trustee or authenticate Debt Securities in the name of any
predecessor Trustee shall apply only to its successor or successors by merger, conversion or
consolidation.



     SECTION 8.13. Limitation on Rights of Trustee as a Creditor. The Trustee shall comply with
Section 311(a) of the Trust Indenture Act, excluding any creditor relationship described in Section
311(b) of the Trust Indenture Act. A Trustee who has resigned or been removed shall be subject to
Section 311(a) of the Trust Indenture Act to the extent included therein.



ARTICLE NINE

CONCERNING THE DEBT SECURITYHOLDERS




     SECTION 9.01. Action by Debt Securityholders. Whenever in this Indenture it is provided that
the Holders of a specified percentage in aggregate principal amount of the Debt Securities of any
series may take any action (including the making of any demand or request, the giving of any
notice, consent or
waiver or the taking of any other action) the fact that at any time of taking any such action
the Holders of such specified percentage have joined therein may be evidenced (a) by any instrument
or any number of instruments of similar tenor executed by such Debt Securityholders in person or by
agent or proxy appointed in writing, or (b) by the record of the holders of such Debt Securities
voting in favor thereof at any meeting of such Debt Securityholders duly called and held in
accordance with the provisions of Article Ten, or (c) by a combination of such instrument
or instruments and any such record of such a meeting of such Debt Securityholders.



     SECTION 9.02. Proof of Execution by Debt Securityholders. Subject to the provisions of
Sections 8.01, 8.02 and 10.05, proof of the execution of any instrument by
a Debt Securityholder or his agent or proxy shall be sufficient if made in accordance with such
reasonable rules and regulations as may be prescribed by the Trustee or in such manner as shall be
satisfactory to the Trustee. The ownership of Debt Securities shall be proved by the Debt Security
register or by a certificate of the Debt Security registrar.



43









 





     The record of any Debt Securityholders’ meeting shall be proved in the manner provided in
Section 10.06.



     SECTION 9.03. Who Deemed Absolute Owners. Prior to due presentment for registration of
transfer of any Debt Security, the Company, the Trustee, or the paying agent and any Debt Security
registrar may deem the Person in whose name any Debt Securities shall be registered upon the Debt
Security register to be, and may treat him as, the absolute owner of such Debt Security (whether or
not such Debt Security shall be overdue and notwithstanding any notation of ownership or other
writing on such Debt Security) for the purpose of receiving payment of or on account of the
principal of, premium, if any, and interest, if any, on such Debt Security and for all other
purposes; and neither the Company nor the Trustee nor any paying agent nor any Debt Security
registrar shall be affected by any notice to the contrary. All such payments so made to any
registered holder for the time being, or upon his order shall be valid, and, to the extent of the
sum or sums so paid, effectual to satisfy and discharge the liability for money payable upon any
such Debt Security.



     SECTION 9.04. Company-Owned Debt Securities Disregarded. In determining whether the holders
of the requisite aggregate principal amount of Debt Securities have concurred in any request,
demand, authorization, notice, direction, consent or waiver under this Indenture, Debt Securities
which are owned by the Company or any other obligor on the Debt Securities or by any Person
directly or indirectly controlling or controlled by or under direct or indirect common control with
the Company or any other obligor on the Debt Securities shall be disregarded and deemed not to be
outstanding for the purpose of any such determination; provided that for the purposes of
determining whether the Trustee shall be protected in relying on any such request, demand,
authorization, notice, direction, consent or waiver, only Debt Securities which a Responsible
Officer of the Trustee knows are so owned shall be so disregarded. Debt Securities so owned which
have been pledged in good faith may be regarded as outstanding for the purposes of this Section
9.04 if the pledgee shall establish to the satisfaction of the Trustee the pledgee’s right to
vote such Debt Securities and that the pledgee is not a Person directly or
indirectly controlling or controlled by or under direct or indirect common control with the
Company or any such other obligor. In the case of a dispute as to such right, any decision by the
Trustee taken upon the advice of counsel shall be full protection to the Trustee.



     SECTION 9.05. Revocation of Consents; Future Holders Bound. At any time prior to (but not
after) the evidencing to the Trustee, as provided in Section 9.01, of the taking of any
action by the holders of the percentage in aggregate principal amount of the Debt Securities of any
series specified in this Indenture in connection with such action, any holder of a Debt Security
the serial number of which is shown by the evidence to be included in such Debt Securities the
Holders of which have consented to such action may, by filing written notice with the Trustee at
its principal office and upon proof of holding as provided in Section 9.02, revoke such
action so far as concerns such Debt Security. Except as aforesaid any such action taken by the
holder of any Debt Security of any series shall be conclusive and binding upon such holder and upon
all future holders and owners of such Debt Security and of any Debt Security issued in exchange or
substitution therefor, irrespective of whether or not any notation in regard thereto is made upon
such Debt Security.



44









 





ARTICLE TEN

DEBT SECURITYHOLDERS’ MEETINGS




     SECTION 10.01. Purposes of Meetings. A meeting of Debt Securityholders may be called at any
time and from time to time pursuant to the provisions of this Article Ten for any of the following
purposes:




     (1) to give any notice to the Company or to the Trustee, or to give any directions to
the Trustee, or to consent to the waiving of any default hereunder and its consequences, or
to take any other action authorized to be taken by Debt Securityholders pursuant to any of
the provisions of Article Seven;




     (2) to remove the Trustee and appoint a successor Trustee pursuant to the provisions of
Article Eight;




     (3) to consent to the execution of an indenture or indentures supplemental hereto
pursuant to the provisions of Section 11.02; or




     (4) to take any other action authorized to be taken by or on behalf of the holders of
any specified aggregate principal amount of the Debt Securities under any other provision of
this Indenture or under applicable law.



     SECTION 10.02. Call of Meetings by Trustee. The Trustee may at any time call a meeting of
Debt Securityholders to take any action specified in Section 10.01, to be held at such time
and at such place in the City and State of New York or in the City of Houston, Texas, as the
Trustee shall determine. Notice of every meeting of the Debt Securityholders, setting forth the
time and place of such meeting and in general terms the actions proposed to be taken at such
meeting, shall be mailed to holders of
Debt Securities of all series that may be affected by the action proposed to be taken at the
meeting at their addresses as they shall appear on the Debt Security register. Such notice shall
be mailed not less than twenty nor more than ninety days prior to the date fixed for the meeting.



     SECTION 10.03. Call of Meetings by Company or Debt Securityholders. In case at any time the
Company, pursuant to a resolution of its Board of Directors, or the Holders of at least ten percent
in aggregate principal amount of the Debt Securities then outstanding of all series that may be
affected by the action proposed to be taken at the meeting, shall have requested the Trustee to
call a meeting of the Debt Securityholders of all series that may be so affected by written request
setting forth in reasonable detail the action proposed to be taken at the meeting, and the Trustee
shall not have mailed the notice of such meeting within twenty days after receipt of such request,
then the Company or such Debt Securityholders may determine the time and the place in New York, New
York, or in Houston, Texas for such meeting and may call such meeting to take any action authorized
in Section 10.01, by mailing notice thereof as provided in Section 10.02.



     SECTION 10.04. Qualifications for Voting. To be entitled to vote at any meeting of Debt
Securityholders a Person shall (a) be a holder of one or more Debt Securities of a series affected
by the action proposed to be taken at the meeting or (b) be a Person appointed by an



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instrument in
writing as proxy by a holder of one or more such Debt Securities. The only Persons who shall be
entitled to be present or to speak at any meeting of Debt Securityholders shall be the Persons
entitled to vote at such meeting and their counsel and any representatives of the Trustee and its
counsel and any representatives of the Company and its counsel.




     SECTION 10.05. Regulations. Notwithstanding any other provisions of this Indenture, the
Trustee may make such reasonable regulations as it may deem advisable for any meeting of Debt
Securityholders, in regard to proof of the holding of Debt Securities and of the appointment of
proxies, and in regard to the appointment and duties of inspectors of votes, the submission and
examination of proxies, certificates and other evidence of the right to vote, and such other
matters concerning the conduct of the meeting as it shall deem fit.



     The Trustee shall, by an instrument in writing, appoint a temporary chairman of the meeting,
unless the meeting shall have been called by the Company or by Debt Securityholders as provided in
Section 10.03, in which case the Company or the Debt Securityholders calling the meeting,
as the case may be, shall in like manner appoint a temporary chairman. A permanent chairman and a
permanent secretary of the meeting shall be elected by majority vote of the meeting.



     Subject to the provisions of Section 9.04, at any meeting each Debt Securityholder of
a series or proxy shall be entitled to one vote for each $1,000 principal amount (or corresponding
denomination if the Debt Securities are not in U.S. dollars) (or such other principal amount equal
to the authorized minimum denomination) of Debt Securities of such series held or represented by
him; provided, however, that no vote shall be cast or counted at any meeting in respect of any Debt
Security challenged as not outstanding and ruled by the chairman of the meeting to be not
outstanding. The chairman of the meeting shall have no right to vote other than by virtue of
Debt Securities of such series held by him or instruments in writing as aforesaid duly
designating him as the Person to vote on behalf of other Debt Securityholders of such series. Any
meeting of Debt Securityholders duly called pursuant to the provisions of Section 10.02 or
10.03 may be adjourned from time to time by a majority of Holders present, whether or not
constituting a quorum, and the meeting may be held as so adjourned without further notice.



     SECTION 10.06. Voting. The vote upon any resolution submitted to any meeting of Debt
Securityholders of a series or all series to be affected thereby, as the case may be, shall be by
written ballots on which shall be subscribed the signatures of the holders of Debt Securities of
such series or of their representatives by proxy and the serial number or numbers of the Debt
Securities of such series held or represented by them. The permanent chairman of the meeting shall
appoint two inspectors of votes who shall count all votes cast at the meeting for or against any
resolution and who shall make and file with the secretary of the meeting their verified written
reports in duplicate of all votes cast at the meeting. A record in duplicate of the proceedings of
each meeting of Debt Securityholders shall be prepared by the secretary of the meeting and there
shall be attached to said record the original reports of the inspectors of votes on any vote by
ballot taken thereat and affidavits by one or more persons having knowledge of the facts setting
forth a copy of the notice of the meeting and showing that said notice was mailed as provided in
Section 10.02. The record shall show the serial numbers of the Debt Securities voting in favor of
or against any resolution. The record shall be signed and verified by



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the affidavits of the
permanent chairman and secretary of the meeting and one of the duplicates shall be delivered to the
Company and the other to the Trustee to be preserved by the Trustee.




     Any record so signed and verified shall be conclusive evidence of the matters therein stated.



ARTICLE ELEVEN

SUPPLEMENTAL INDENTURES




     SECTION 11.01. Supplemental Indentures without Consent of Debt Securityholders. The Company,
Cooper Parent and, as applicable, each other Guarantor, each when authorized by a resolution of its
Board of Directors, and the Trustee may from time to time, without the consent of Holders, and at
any time enter into an indenture or indentures supplemental hereto for one or more of the following
purposes:




	 	(a)	 	to evidence the succession of another Person to the Company or a Guarantor, as
applicable, or successive successions, and the assumption by the successor Person of
the covenants, agreements and obligations of the Company or a Guarantor (as
applicable), as the case may be, pursuant to Article Twelve hereof or, if
applicable, as provided in the Certified Resolution under Section 2.02 relating
to such series of Debt Securities or any supplemental indenture under which such
applicable series of Debt Securities is issued;
	 
	 	(b)	 	to add to the covenants of the Company or a Guarantor, as applicable, such
further Events of Default, covenants, restrictions or conditions, for the protection of
the holders of the Debt Securities of any series as the Board of Directors of the
Company or the Guarantors, as applicable, shall consider to be for the protection of
the holders of Debt Securities of such series, and to make the occurrence or the
occurrence and continuance of an Event of Default or a default in any of such
additional covenants, restrictions or conditions a default or an Event of Default
permitting the enforcement of all or any of the several remedies provided in this
Indenture as herein set forth; provided, however, that in respect of any such
additional Event of Default, covenant, restriction or condition such supplemental
indenture may provide for a particular period of grace after default (which period may
be shorter or longer than that allowed in the case of other defaults) or may provide
for an immediate enforcement upon such default or Event of Default or may limit the
remedies available to the Trustee upon such default or Event of Default;
	 
	 	(c)	 	to cure any ambiguity or to correct or supplement any provision contained
herein or in any supplemental indenture or Debt Securities of a series which may be
defective or inconsistent with any other provision contained herein or in any
supplemental indenture or Debt Securities of a series, or to make such other provisions
in regard to matters or questions arising under this Indenture or any supplemental
indenture or Debt Securities of a series which shall not adversely affect the interests
of the holders of the Debt Securities;






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	 	(d)	 	to provide for the issuance of a particular series of Debt
Securities in bearer form with or without interest coupons;
	 
	 	(e)	 	to provide for beneficial ownership of all or a portion of a particular
series of Debt Securities to be evidenced by electronic book-entry (i) at a Depositary,
(ii) on the records of the Company, its agent or a third party other than a Depositary,
with the Company, its agent or a third party holding a certificate or certificates
representing such Debt Securities or portion thereof, or (iii) any combination of (i)
and (ii); provision may be made that beneficial owners shall not have the right to
obtain certificates for such Debt Securities or portion thereof;
	 
	 	(f)	 	at the Company’s option, to set forth some or all of the terms of the Debt
Securities of a particular series in lieu of setting forth such terms in a Certified
Resolution pursuant to Section 2.02;
	 
	 	(g)	 	to provide for the appointment of a successor Trustee with respect to one
or more series of Debt Securities pursuant to Section 8.11;
	 
	 	(h)	 	to provide for an authenticating agent for the Trustee;
	 
	 	(i)	 	to establish the form or terms of each series of Debt Securities in
accordance with the applicable provisions of Article Two;
	 
	 	(j)	 	to comply with the requirements of the Securities and Exchange Commission
to permit the qualification of this Indenture or any indenture supplemental hereto
under the Trust Indenture Act of 1939, as then in effect, except that nothing contained
herein shall permit or authorize the inclusion of any indenture supplemental hereto of
the provisions referred to in Section 316(a)(2) of the Trust Indenture Act of 1939; or
	 
	 	(k)	 	to add any one or more Persons as Guarantors with respect to the Debt
Securities of any series as parties to the Indenture or any applicable indenture
supplemental hereto, as the case may be, or to release Guarantors of any series of Debt
Securities in accordance with the applicable provisions of this Indenture or any
applicable indenture supplemental hereto.





     The Trustee is hereby authorized to join with the Company and the Guarantors, as applicable,
in the execution of any such supplemental indenture, to make any further appropriate agreements and
stipulations which may be therein contained and to accept the conveyance, transfer and assignment
of any property thereunder, but the Trustee shall not be obligated to, but may in its discretion,
enter into any such supplemental indenture which affects the Trustee’s own rights, duties or
immunities under this Indenture or otherwise.



     Any supplemental indenture authorized by the provisions of this Section 11.01 may be
executed by the Company, the Guarantors, as applicable, and the Trustee without the consent of the
holders of any of the Debt Securities at the time outstanding, notwithstanding any of the
provisions of Section 11.02.



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     SECTION 11.02. Supplemental Indentures with Consent of Debt Securityholders. With the
consent (evidenced as provided in Section 9.01) of the Holders of not less than a majority
in aggregate principal amount of the Debt Securities at the time outstanding of each series to be
affected, the Company and the Guarantors (as applicable), each when authorized by a resolution of
its Board of Directors, and the Trustee may from time to time and at any time enter into an
indenture or indentures supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act of 1939 as in force at the date of the execution thereof) for the purpose of adding
any provisions to or changing in any manner or eliminating any of the provisions of this Indenture
or of any supplemental indenture or Debt Securities of a series or of modifying in any manner the
rights of the holders of the Debt Securities of such series to be affected; provided, however, that
no such supplemental indenture shall (i) change the fixed maturity (which term shall not include
payments due pursuant to any sinking, purchase or analogous fund) of any Debt Securities, or reduce
the principal amount thereof, or reduce the rate or extend the time of payment of interest thereon,
or reduce any premium payable upon the redemption thereof, change the redemption provisions in any
manner that would be adverse to any holder or adversely affect the right of repayment at the option
of any Holder, change the coin or currency in which the principal of or any premium or interest
thereon is payable, impair the right to institute suit for the enforcement of any payment on or
after the stated maturity of any Debt Securities or, in the case of redemption, on or after the
redemption date or, in the case of repayment at the option of any holder, on or after the
redemption date, or modify any of the provisions regarding the waiver of past defaults and the
waiver of specified covenants by the Holders of the Debt Securities, without the consent of the
holder of each Debt Security so affected, (ii) reduce the aforesaid percentage of Debt Securities
of any series, the consent of the holders of which is required for any such supplemental indenture,
without the consent of the Holders of all Debt Securities of such series then outstanding or (iii)
modify any of the foregoing, without the consent of the holder of each Debt Security so affected.



     Upon the request of the Company and the Guarantors (as applicable), accompanied by a copy of
the resolutions of each of their respective Boards of Directors certified by their respective
Secretaries or any Assistant Secretaries authorizing the execution of any such supplemental
indentures, and upon the filing with the Trustee of evidence of the consent of Debt Securityholders
as aforesaid, the Trustee shall join with the Company and the Guarantors (as applicable) in the
execution of such supplemental indenture unless such supplemental indenture affects the Trustee’s
own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may
in its discretion, but shall not be obligated to, enter into such supplemental indenture.



     It shall not be necessary for the consent of the Debt Securityholders under this Section
11.02 to approve the particular form of any proposed supplemental indenture, but it shall be
sufficient if such consent shall approve the substance thereof.



     SECTION 11.03. Effect of Supplemental Indentures. Any supplemental indenture executed
pursuant to the provision of this Article Eleven shall comply with the Trust Indenture Act
of 1939, as then in effect. Upon the execution of any supplemental indenture pursuant to the
provisions of this Article Eleven, this Indenture shall be and be deemed to be modified and
amended in accordance therewith and the respective rights, limitation of rights, obligations,
duties and immunities under this Indenture of the Trustee, the Company, the Guarantors (as



49









 





applicable) and the holders of all of the Debt Securities or of the Debt Securities of any
series affected, as the case may be, shall thereafter be determined, exercised and enforced
hereunder subject in all respects to such modifications and amendments and all the terms and
conditions of any such supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.




     SECTION 11.04. Notation on Debt Securities. Debt Securities authenticated and delivered
after the execution of any supplemental indenture pursuant to the provisions of this Article
Eleven may, but need not, bear a notation in form approved by the Trustee as to any matter
provided for in such supplemental indenture. If the Company or the Trustee shall so determine, new
Debt Securities so modified as to conform, in the opinion of the Trustee and the Company’s Board of
Directors, to any modification of this Indenture contained in any such supplemental indenture may
be prepared and executed by the Company, authenticated by the Trustee and delivered in exchange for
the Debt Securities then outstanding.



     SECTION 11.05. Evidence of Compliance of Supplemental Indenture to be Furnished Trustee. The
Trustee, subject to the provisions of Sections 8.01 and 8.02, shall, in addition to
the documents required by Section 15.05, receive an Opinion of Counsel as conclusive
evidence that any supplemental indenture executed pursuant to this Article Eleven (i) is
authorized or permitted by, and conforms to, the terms of this Article Eleven and (ii)
complies with all conditions precedent relating to such supplemental indenture.



ARTICLE TWELVE

CONSOLIDATION, AMALGAMATION, MERGER, CONVEYANCE OR TRANSFER




     SECTION 12.01. Company May Consolidate, Etc. Only on Certain Terms. The Company shall not
consolidate with or merge into any other Person or convey or transfer its properties and assets
substantially as an entirety to any Person, unless:




     (1) the Person formed by such consolidation or into which the Company is merged or
the Person which acquired by conveyance or transfer the properties and assets of the Company
substantially as an entirety shall be a corporation organized and existing under the laws of
the United States of America or any State or the District of Columbia, and shall expressly
assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form
satisfactory to the Trustee, the due and punctual payment of the principal of, and premium,
if any, and interest, if any, on, all the Debt Securities and the performance or observance
of every covenant of this Indenture on the part of the Company to be performed or observed;




     (2) immediately after giving effect to such transaction, no Event of Default, and
no event which, after notice of lapse of time, or both, would become an Event of Default,
shall have occurred and be continuing; and


          (3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel each stating that such consolidation, merger, conveyance or transfer and such supplemental
indenture comply with this Article Twelve and that all conditions precedent herein provided
for which relates to such transaction have been complied with; provided,



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however, the Opinion of Counsel shall not be required to include any opinion with respect to
the condition set forth in paragraph (2) of this Section 12.01.




     SECTION 12.02. Successor Corporation Substituted. Upon any consolidation or merger, or any
conveyance or transfer of the properties and assets of the Company substantially as an entirety in
accordance with Section 12.01, the successor corporation formed by such consolidation or
into which the Company is merged or to which such conveyance or transfer is made shall succeed to,
and be substituted for, and may exercise every right and power of, the Company under this Indenture
with the same effect as if such successor corporation had been named as the Company herein; and in
the event of any such conveyance or transfer, the Company (which term shall for this purpose mean
the Person named as the “Company” in the first paragraph of this instrument or any successor
corporation which shall have theretofore become such in the manner prescribed in Section
12.01) shall be discharged from all liability under this Indenture and in respect of the Debt
Securities and may be dissolved and liquidated.



     SECTION 12.03. Cooper Parent May Consolidate, Etc., Only on Certain Terms. Cooper Parent
shall not consolidate or amalgamate with or merge into any other Person or convey or transfer its
properties and assets substantially as an entirety to any Person, unless:


          (1) the Person formed by such consolidation or amalgamation or into which Cooper Parent is
merged or the Person which acquired by conveyance or transfer the properties and assets of Cooper
Parent substantially as an entirety shall be a corporation and shall expressly assume, by an
indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the
Trustee, Cooper Parent’s guarantee of the due and punctual payment of the principal of, premium, if
any, and interest, if any, on, all the Debt Securities and the performance or observance of every
covenant of this Indenture on the part of Cooper Parent to be performed or observed;




     (2) immediately after giving effect to such transaction, no Event of Default, and
no event which, after notice or lapse of time, or both, would become an Event of Default,
shall have occurred and be continuing; and


          (3) Cooper Parent has delivered to the Trustee an Officers’ Certificate and an Opinion of
Counsel each stating that such consolidation, amalgamation, merger, conveyance or transfer and such
supplemental indenture comply with this Article Twelve and that all conditions precedent
herein provided for which relates to such transaction have been complied with; provided, however,
the Opinion of Counsel shall not be required to include any opinion with respect to the condition
set forth in paragraph (2) of this Section 12.03.



     SECTION 12.04. Successor Corporation Substituted. Upon any consolidation, amalgamation or
merger, or any conveyance or transfer of the properties and assets of Cooper Parent substantially
as an entirety in accordance with Section 12.03, the successor corporation formed by such
consolidation or amalgamation or into which Cooper Parent is merged or to which such conveyance or
transfer is made shall succeed to, and be substituted for, and may exercise every right and power
of, Cooper Parent under this Indenture with the same effect as if such successor corporation had
been named as Cooper Parent herein; and in the event of any such conveyance or transfer, Cooper
Parent (or any successor corporation which shall have



51









 





theretofore become such in the manner prescribed in Section 12.03), shall be
discharged from all liability under this Indenture and its Guarantee and in respect of the Debt
Securities and may be dissolved and liquidated.




ARTICLE THIRTEEN

SATISFACTION AND DISCHARGE OF INDENTURE OR CERTAIN COVENANTS




     SECTION 13.01. Satisfaction and Discharge of Indenture. When (a) the Company shall deliver
to the Trustee for cancellation all Debt Securities of a series theretofore authenticated (other
than any Debt Securities of such series which shall have been destroyed, lost or stolen and which
shall have been replaced or paid as provided in Section 2.06) and not theretofore
cancelled, or (b) all the Debt Securities of such series not theretofore cancelled or delivered to
the Trustee for cancellation shall have become due and payable, or are by their terms to become due
and payable within one year or are to be called for redemption within one year under arrangements
satisfactory to the Trustee for the giving of notice of redemption, and the Company shall deposit
with the Trustee, in trust, funds sufficient to pay at maturity or upon redemption all for the Debt
Securities of such series (other than any Debt Securities of such series which shall have been
mutilated, destroyed, lost or stolen and which shall have been replaced or paid as provided in
Section 2.06) not theretofore cancelled or delivered to the Trustee for cancellation,
including principal and premium, if any, and interest, if any, due or to become due to such date of
maturity or redemption date, as the case may be, but excluding, however, the amount of any money
for the payment of the principal of and premium, if any, or interest, if any, on the Debt
Securities of such series (1) theretofore deposited with the Trustee with respect to Debt
Securities of such series and repaid by the Trustee to the Company in accordance with the
provisions of Section 13.05 or (2) paid with respect to Debt Securities of such series to
any State or to the District of Columbia pursuant to its unclaimed property or similar laws, and if
in either case the Company shall also pay or cause to be paid all other sums payable hereunder by
the Company, then this Indenture, and any related supplemental indenture, shall cease to be of
further effect with respect to the Debt Securities of such series except as to (A) the rights of
Holders of Debt Securities of such series to receive solely from funds deposited by the Company
with the Trustee, in trust as described above in this Section 13.01, payment of the
principal of, premium, if any, and the interest, if any, on such Debt Securities when such payments
are due; (B) the Company’s obligations with respect to such Debt Securities under Sections
2.05, 2.06, 5.02 and 13.03; and (C) the rights, powers, duties and immunities of the
Trustee hereunder, and the Trustee, on demand of the Company accompanied by an Officers’
Certificate and an Opinion of Counsel each stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of this Indenture have been complied with and at the
cost and expense of the Company, shall execute such instruments as may be requested by the Company
acknowledging satisfaction of and discharging this Indenture with respect to such series of Debt
Securities. Notwithstanding the satisfaction and discharge of this Indenture with respect to any
series of Debt Securities, the obligations of the Company to the Trustee under Section 8.06
shall survive.



     SECTION 13.02. Defeasance Upon Deposit of Money, U.S. Government Obligations or Eligible
Obligations. At the Company’s option, either (a) the Company and the Guarantors, as applicable,
shall be deemed to have been Discharged (as defined below) from their respective obligations with
respect to any series of Debt Securities on the ninety-first day after the



52









 





applicable conditions set forth below have been satisfied or (b) the Company and the
Guarantors, as applicable, shall cease to be under any obligation to comply with any term,
provision or condition set forth in Sections 5.05, 5.06 and 12.01 with respect to
any series of Debt Securities and any other covenants provided in a Certified Resolution delivered
to the Trustee pursuant to Section 2.02(A) hereof or an indenture supplemental hereto with
respect to such series of Debt Securities at any time after the applicable conditions set forth
below have been satisfied:



          (1) the Company shall have deposited or caused to be deposited irrevocably with the
Trustee as trust funds in trust, specifically pledged as security for, and dedicated solely to, the
benefit of the Holders of the Debt Securities of such series (A) money in an amount, or (B) U.S.
Government Obligations and/or Eligible Obligations which through the payment of interest and
principal in respect thereof in accordance with their terms will provide, not later than one
business day before the due date of any payment, money in an amount, or (C) a combination of (A)
and (B), sufficient, in the opinion (with respect to (A) and (B)) of a nationally recognized firm
of independent public accountants selected by the Company expressed in a written certification
thereof delivered to the Trustee, to pay and discharge each installment of principal (including
mandatory sinking fund payments) of, premium, if any, and interest, if any, on the Outstanding Debt
Securities of such series on the dates such installments of principal, premium, if any, and
interest, if any, are due (taking into account any redemption pursuant to optional sinking fund
payments notice of which redemption is provided to the Trustee at the time of the deposit referred
to in this paragraph (1));




     (2) if the Debt Securities of such series are then listed on the New York Stock
Exchange, the Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that the Company’s exercise of its option under this paragraph would not cause such
Debt Securities to be delisted;




     (3) no Event of Default with respect to the Debt Securities of such series under
Section 7.01(a), 7.01(b), 7.01(c), 7.01(e), 7.01(f), 7.01(h) or 7.01(i) of
this Indenture shall have occurred and be continuing on the date of such deposit and the
Company shall have furnished an Officers’ Certificate to such effect; and




     (4) the Company shall have delivered to the Trustee (a) an Opinion of Counsel or
(b) a ruling from, or published by, the Internal Revenue Service, whichever of (a) or (b)
the Company shall determine, to the effect that Holders of the Debt Securities of such
series will not recognize income, gain or loss for Federal income tax purposes as a result
of the Company’s exercise of its option under this Section 13.02 and will be subject
to Federal income tax on the same amount and in the same manner and at the same times as
would have been the case if such option had not been exercised.


          “Discharged” means, for purposes of this Section 13.02, that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by, and obligations under,
the Debt Securities of such series and to have satisfied all the obligations under this Indenture
(and any related supplemental indenture) relating to the Debt Securities of such series (and the
Trustee, at the expense of the Company, shall execute such instruments as may be requested by the
Company acknowledging the same), except (A) the rights of Holders of Debt Securities of such series
to receive, solely from the trust fund described in clause (1) above,



53









 








payment of the principal, premium, if any, and the interest, if any, on such Debt Securities
when such payments are due; (B) the Company’ obligations with respect to such Debt Securities under
Sections 2.05, 2.06, 5.02 and 13.03; and (C) the rights, powers, duties and
immunities of the Trustee hereunder. Notwithstanding the satisfaction and discharge of this
Indenture with respect to any series of Debt Securities, the obligations of the Company to the
Trustee under Section 8.06 shall survive.




     SECTION 13.03. Deposited Money, U.S. Government Obligations and Eligible Obligations to be
Held in Trust by Trustee. All money, U.S. Government Obligations and Eligible Obligations
deposited with the Trustee pursuant to Section 13.01 or 13.02 and with respect to
U.S. Government Obligations and Eligible Obligations, the principal and interest in respect
thereof, shall be held irrevocably in trust and applied by it to the payment in accordance with the
provisions of the Debt Securities and this Indenture, either directly or through any paying agent
(including the Company if acting as its own paying agent), to the holders of the particular Debt
Securities for the payment or redemption of which such money has been deposited with the Trustee,
of all sums due and to become due thereon for principal, premium, if any, and interest, if any, but
such money need not be segregated from other funds except to the extent required by law. The
Trustee shall promptly pay to the Company, upon written request of the Company, any excess money,
U.S. Government Obligations or Eligible Obligations held by the Trustee at any time.



     SECTION 13.04. Paying Agent to Repay Money Held. Upon the satisfaction and discharge of this
Indenture, all money then held by any paying agent of the Debt Securities (other than the Trustee)
shall, upon demand of the Company, be repaid to it or paid to the Trustee, and thereupon such
paying agent shall be released from all further liability with respect to such money.



     SECTION 13.05. Return of Unclaimed Amounts. Notwithstanding anything to the contrary
contained in this Indenture (including, but not limited to, the provisions of Section
13.03), any amounts deposited with or paid to the Trustee for payment of any portion of the
principal of (which term shall for these purposes include payments due pursuant to any sinking,
purchase or analogous fund), premium, if any, or interest, if any, on the Debt Securities and not
applied but remaining unclaimed by the holders of such Debt Securities for two years after the date
upon which such portion of the principal of, premium, if any, or interest, if any, on such Debt
Securities, as the case may be, shall have become due and payable, shall be repaid to the Company
by the Trustee on demand; and the holder of any of such Debt Securities shall thereafter look only
to the Company for any payment which such holder may be entitled to collect. Notwithstanding the
foregoing, the Trustee, before being required to make any such repayment, may at the expense and at
the written request of the Company mail to such holder or cause to be published once a week for two
successive weeks (in each case on any day of the week) in a newspaper printed in the English
language and customarily published at least once a day at least five days in each calendar week and
of general circulation in the City and State of New York, a notice that said amounts have not been
so applied and that after a date named therein any unclaimed balance of said amounts then remaining
will be promptly returned to the Company.



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     SECTION 13.06. Reinstatement. If the Trustee or any Paying Agent is unable to apply any
money in accordance with Section 13.01 by reason of any legal proceeding or by reason of
any order or judgment of any court or governmental authority enjoining, restraining or otherwise
prohibiting such application, then the Company’s obligations under this Indenture and the Debt
Securityholders shall be revived and reinstated as though no deposit had occurred pursuant to
Section 13.01 until such time as the Trustee or such Paying Agent is permitted to apply all
such money in accordance with Section 13.02.



ARTICLE FOURTEEN

IMMUNITY OF INCORPORATORS, STOCKHOLDERS, OFFICERS AND DIRECTORS




     SECTION 14.01. Indenture and Debt Securities Solely Corporate Obligations. No recourse for
the payment of the principal of, premium, if any, or interest, if any, on any Debt Security, or for
any claim based thereon or otherwise in respect thereof, and no recourse under or upon any
obligation, covenant or agreement of the Company or any Guarantor in this Indenture or in any
supplemental indenture, or in any Debt Security, or because of the creation of any indebtedness
represented thereby, shall be had against any incorporator, stockholder or other equity-interest
owner, officer or director, as such, past, present or future, of the Company or a Guarantor or of
any successor Person, either directly or through the Company or a Guarantor or any successor
Person, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any
assessment or penalty or otherwise; it being expressly understood that all such liability is hereby
expressly waived and released as a condition of, and as a consideration for, the execution of this
Indenture and the issue of the Debt Securities.



ARTICLE FIFTEEN

MISCELLANEOUS PROVISIONS




     SECTION 15.01. Provisions Binding on Company’s Successors. All the covenants, stipulations,
promises and agreements in this Indenture contained by the Company shall bind its successors and
assigns whether so expressed or not.



     SECTION 15.02. Official Acts by Successor Corporation. Any act or proceeding by any
provision of this Indenture authorized or required to be done or performed by any board, committee
or officer of the Company shall and may be done and performed with like force and effect by the
like board, committee or officer of any corporation that shall at the time be the lawful sole
successor of the Company.



     SECTION 15.03. Addresses for Notices, Etc. Any notice or demand which by any provision of
this Indenture is required or permitted to be given or served by the Trustee or by the holders of
Debt Securities on the Company shall be deemed to have been sufficiently given or served, for all
purposes, if given or served in writing (until another address is filed by the Company with the
Trustee) to Cooper US, Inc., 600 Travis, Houston, Texas 77002, Attention: Treasurer. Any notice,
direction, request or demand by any Debt Securityholder to or upon the Trustee shall be deemed to
have been sufficiently given or served, for all purposes, if given or served in writing at the
principal office of the Trustee which at the date of this Indenture is 60 Wall Street — 27th
Floor, New York, New York 10005, with copy to Deutsche Bank National



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Trust Company for Deutsche Bank
Trust Company Americas Trust and Security Services, 100 Plaza One,
Jersey City, New Jersey 07311-3901 (fax number: 732-578-4635).




     SECTION 15.04. New York Contract. This Indenture and each Debt Security, and each Guarantee,
shall be deemed to be a contract made under the laws of the State of New York, and for all purposes
shall be governed by, and construed in accordance with, the laws of the said State.



     SECTION 15.05. Evidence of Compliance with Conditions Precedent. Upon any application or
demand by the Company to the Trustee to take any action under any of the provisions of this
Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the proposed action have
been complied with and an Opinion of Counsel stating that, in the opinion of such counsel, all such
conditions precedent have been complied with.



     Each certificate or opinion provided for in this Indenture and delivered to the Trustee with
respect to compliance with a condition or covenant provide for in this Indenture shall include (A)
a statement that the Person making such certificate or opinion has read such covenant or condition;
(B) a brief statement as to the nature and scope of the examination or investigation upon which the
statements or opinion contained in such certificate or opinion are based; (C) a statement that in
the opinion of such Person, he has made such examination or investigation as is necessary to enable
him to express an informed opinion as to whether or not such covenant or condition has been
complied with; and (D) a statement as to whether or not, in the opinion of such Person, such
condition or covenant has been complied with.



     SECTION 15.06. Legal Holidays. In any case where the date of maturity of interest on or
principal of the Debt Securities of any series or the date fixed for redemption of any Debt
Security of any series shall be in the City and State of New York a Saturday, a Sunday, or a day on
which banking institutions are authorized by law to close, then payment or such interest on or
principal and premium, if any, need not be made on such date but may be made on the next succeeding
Banking Day not in such city a Saturday, a Sunday, nor a day on which banking institutions are
authorized by law to close with the same force and effect as if made on the date of maturity or the
date fixed for redemption and no interest shall accrue for the period from and after such date.



     SECTION 15.07. Trust Indenture Act to Control. If and to the extent that any provision of
this Indenture limits, qualifies, or conflicts with another provision which is required to be
included in this Indenture by any of Sections 310 and 317, inclusive, of the Trust Indenture Act of
1939, such required provision shall control.



     SECTION 15.08. Debt Securities Controlling in the Event of Inconsistencies Between Indenture
and Debt Securities. If the provisions of any series of Debt Securities issued hereunder are
inconsistent or conflict with the provisions of this Indenture, the provisions of the Debt
Securities of such series shall be controlling with respect to such series.



     SECTION 15.09. Table of Contents, Headings, Etc. The table of contents and the titles and
headings of the articles and sections of this Indenture have been inserted for convenience of



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reference only, are not to be considered a part hereof, and shall in no way modify or restrict
any of the terms or provisions hereof.




     SECTION 15.10. Execution in Counterparts. This Indenture may be executed in any number of
counterparts, each of which shall be an original but such counterparts shall together constitute
but one and the same instrument.



     SECTION 15.11. Judgment Currency; Service of Process. (a) Each of the Company and the
Guarantors agree, to the fullest extent that it may effectively do so under applicable law, that
(i) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in
respect of the principal of or interest on the Debt Securities of any series (the “Required
Currency”) into a currency in which a judgment will be rendered (the “Judgment Currency”),
the rate of exchange used shall be the rate at which in accordance with normal banking procedures
the Trustee for such Debt Securities could purchase in The City of New York the Required Currency
with the Judgment Currency at 10:00 A.M. New York City time, or as close to such time as is
reasonably practicable, on the day on which final unappealable judgment is entered, unless such day
is not a Banking Day, then, to the extent permitted by applicable law, the rate of exchange used
shall be the rate at which in accordance with normal banking procedures such Trustee could purchase
in The City of New York the Required Currency with the Judgment Currency at 10:00 A.M. New York
City time, or as close to such time as is reasonably practicable, on the Banking Day preceding the
day on which final unappealable judgment is entered and (ii) its obligations under this Indenture
to make payments in the Required Currency (x) shall not be discharged or satisfied by any tender,
or any recovery pursuant to any judgment (whether or not entered in accordance with this subsection
(a)), in any currency other than the Required Currency, except to the extent that such tender or
recovery shall result in the actual receipt, by the payee, of the full amount of the Required
Currency expressed to be payable in respect of such payments, (y) shall be enforceable as an
alternative or additional cause of action for the purpose of recovering in the Required Currency
the amount, if any, by which such actual receipt shall fall short of the full amount of the
Required Currency so expressed to be payable and (z) shall not be affected by judgment being
obtained for any other sum due under this Indenture. For purposes of the foregoing, “Banking Day”
means any day except a Saturday, Sunday or a legal holiday in The City of New York or a day on
which banking institutions in The City of New York are authorized or required by law or executive
order to close. Except as provided in Section 8.01, in no event shall the Trustee be liable for
any shortfall relating to the purchase of the Required Currency.




	 	(b)	 	Cooper Parent hereby irrevocably designates and appoints the Company, 600
Travis, Houston, Texas 77002, authorized agent with respect to any suit, action or
proceeding based on or arising out of or relating to this Indenture or any Debt
Securities or the Guarantee, it being understood that the designation and appointment
of the Company as such authorized agent shall become effective immediately without any
further action on the part of Cooper Parent. Cooper Parent further agrees that service
of process upon the Company and written notice of said service to Cooper Parent mailed
by prepaid registered first class mail or delivered to the Company at its principal
office, shall be deemed in every respect effective service of process upon Cooper
Parent in any such suit, action or proceeding.




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     SECTION 15.12. USA Patriot Act Notice. The Trustee hereby notifies each of the Company and
Cooper Parent that pursuant to the requirement of the USA PATRIOT Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and
record information that identifies each of the Company and Cooper Parent, which information
includes the name and address of each of the Company and Cooper Parent and other information that
will allow the Trustee to identify each of the Company and cooper Parent in accordance with the
Patriot Act.



ARTICLE SIXTEEN

GUARANTEE




     SECTION 16.01. Guarantee. Except as otherwise provided herein, Cooper Parent hereby fully
and unconditionally guarantees to each Holder of a Debt Security authenticated and delivered by the
Trustee, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal
of, premium, if any, and interest, if any, on, the Debt Securities and all other obligations of the
Company under this Indenture, including all obligations hereunder of the Company to the Trustee,
when and as the same shall become due and payable, whether at the stated maturity, by acceleration,
call for redemption, upon a repurchase date or otherwise, in accordance with the terms of the Debt
Securities and of this Indenture. In case of the failure of the Company punctually to make any
such payment, Cooper Parent hereby agrees to cause such payment to be made punctually when and as
the same shall become due and payable, whether at the stated maturity or by acceleration, call for
redemption, upon a repurchase date or otherwise, and as if such payment were made by the Company.
Cooper Parent agrees that its obligations hereunder shall be absolute and unconditional,
irrespective of, and shall be unaffected by, the validity, regularity or enforceability of the Debt
Securities or this Indenture, the absence of any action to enforce the same or any release (other
than by operation of Article Thirteen), amendment, waiver or indulgence granted to the Company or
Cooper Parent or any consent to departure from any requirement of any other guarantee of all or any
of the Debt Securities or any other circumstances which might otherwise constitute a legal or
equitable discharge or defense of a surety or guarantor. Cooper Parent hereby waives the benefits
of diligence, presentment, demand for payment, any requirement that the Trustee or any of the
Holders protect, secure, perfect or insure any security interest in or other lien on any property
subject thereto or exhaust any right or take any action against the Company or any other Person or
any collateral, filing of claims with a court in the event of insolvency or bankruptcy of the
Company, any right to require a proceeding first against the Company, protest or notice with
respect to the Debt Securities or the Indebtedness evidenced thereby and all demands whatsoever,
and covenant that this Guarantee will not be discharged in respect of the Debt Securities except by
complete performance of the obligations contained in the Debt Securities and in such Guarantee or
the operation, as applicable, of Article Thirteen. Cooper Parent agrees that if, after the
occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are
prevented by applicable law from exercising their respective rights to accelerate the maturity of
the Debt Securities, to collect any principal of, or interest or premium, if any, on, the Debt
Securities, or to enforce or exercise any other right or remedy with respect to the Debt
Securities, Cooper Parent agrees to pay to the Trustee for the account of the Holders, upon demand
therefor, the amount that would otherwise have been due and payable had such rights and remedies
been permitted to be exercised by the Trustee or any of the Holders.



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     Cooper Parent shall be subrogated to all rights of the Holders of the Debt Securities upon
which its Guarantee is endorsed against the Company in respect of any amounts paid by Cooper Parent
on account of the Debt Securities pursuant to the provisions of its Guarantee or this Indenture;
provided, however, that Cooper Parent shall not be entitled to enforce or to receive any payment
arising out of, or based upon, such right of subrogation until the principal of, and premium, if
any, and interest, if any, on, all Debt Securities issued hereunder shall have been paid in full.



     This Guarantee shall remain in full force and effect and continue to be effective should any
petition be filed by or against the Company for liquidation or reorganization, should the Company
become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee
be appointed for all or any part of the Company’s assets, and shall, to the fullest extent
permitted by law, continue to be effective or be reinstated, as the case may be, if at any time
payment and performance of the Debt Securities, is, pursuant to applicable law, rescinded or
reduced in amount, or must otherwise be restored or returned by any holder of the Debt Securities,
whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment
or performance had not been made. In the event that any payment, or any part thereof, is
rescinded, reduced, restored or returned, the Debt Securities shall, to the fullest extent
permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.



     Any term or provision of this Guarantee to the contrary notwithstanding, the aggregate amount
of the obligations guaranteed hereunder shall be reduced to the extent necessary to prevent this
Guarantee from violating or becoming voidable under applicable law relating to fraudulent
conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.



     SECTION 16.02. Release of Guarantee.



     Notwithstanding anything in this Article Sixteen to the contrary, concurrently with the
payment in full of (i) the principal of, premium, if any, and interest, if any, on the Debt
Securities and (ii) all other obligations of the Company under this Indenture, Cooper Parent shall
be released from and relieved of its obligations under this Article Sixteen. Upon the delivery by
the Company to the Trustee of an Officers’ Certificate and an Opinion of Counsel to the effect that
the transaction giving rise to the release of this Guarantee was made by the Company in accordance
with the provisions of this Indenture and the Debt Securities, the Trustee shall execute any
documents reasonably required in order to evidence the release of Cooper Parent from its
obligations under this Guarantee. If any of the obligations to pay the principal of, premium, if
any, and interest, if any, on the Debt Securities and all other obligations of the Company are
revived and reinstated after the termination of this Guarantee, then all of the obligations of
Cooper Parent under this Guarantee shall be revived and reinstated as if this Guarantee had not
been terminated until such time as the principal of, premium, if any, and interest, if any, on the
Debt Securities and all other obligations of the Company under the Indenture are paid in full, and
Cooper Parent shall enter into an amendment to this Guarantee, reasonably satisfactory to the
Trustee, evidencing such revival and reinstatement.



[Remainder of Page Intentionally Left Blank: Signatures Commence in Next Page]





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     Deutsche Bank Trust Company Americas hereby accepts the trusts in this Indenture declared and
provided, upon the terms and conditions hereinabove set forth.



     IN WITNESS WHEREOF, Cooper US, Inc. has caused this Indenture to be signed by its Chief
Executive Officer, its President, its Chief Financial Officer, one of its Vice Presidents or its
Treasurer, and the same to be attested by its Secretary or an Assistant Secretary and Deutsche Bank
Trust Company Americas has caused this Indenture to be signed by one of its duly authorized
officers as of the day and year first written above.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	Attest:	 	 	 	Cooper US, Inc.
	 
	By:

	 	 	 	 	 	By:	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Title:	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Title:	 	 	 	 	 	 






Indenture
Signature Page — Page 1




 









 








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	Attest:	 	 	 	Cooper Industries plc
	 
	By:

	 	 	 	 	 	By:	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Title:	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Name:	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Title:	 	 	 	 	 	 






Indenture
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	 	Deutsche Bank Trust Company Americas,

      as Trustee

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 
	 	By:  	
 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



Indenture Signature Page — Page 3