exv4w2






Exhibit 4.2




COOPER US, INC.,

as Issuer




COOPER INDUSTRIES PLC

COOPER INDUSTRIES, LTD.

COOPER B—LINE, INC.

COOPER BUSSMANN, LLC

COOPER CROUSE—HINDS, LLC

COOPER LIGHTING, LLC

COOPER POWER SYSTEMS, LLC

and

COOPER WIRING DEVICES, INC.,

as Guarantors



DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee



$250,000,000



2.375% Senior Notes Due 2016



FIRST

SUPPLEMENTAL

INDENTURE



Dated as of December 7, 2010



 









 





     FIRST SUPPLEMENTAL INDENTURE dated as of December 7, 2010 (this “First Supplemental
Indenture”), between (i) Cooper US, Inc., a Delaware corporation (the “Issuer” or the “Company”),
(ii) Cooper Industries plc, a public limited company formed under the laws of Ireland (“Cooper
Parent”), (iii) Cooper Industries, Ltd., an exempted company incorporated with limited liability
under the laws of Bermuda (“Bermuda”), (iv) Cooper B—Line, Inc., a Delaware corporation
(“B—Line”), Cooper Bussmann, LLC, a Delaware limited liability company (“Bussmann”), Cooper
Crouse—Hinds, LLC, a Delaware limited liability company (“Crouse”), Cooper Lighting, LLC, a
Delaware limited liability company (“Lighting”), Cooper Power Systems, LLC, a Delaware limited
liability company (“Power Systems”), and Cooper Wiring Devices, Inc., a New York corporation
(“Wiring”), and (v) Deutsche Bank Trust Company Americas, a New York banking corporation, as
trustee (the “Trustee”).



W I T N E S S E T H:




     WHEREAS, the Issuer and Cooper Parent have heretofore entered into an Indenture, dated as of
December 7, 2010 (the “Original Indenture”), with Deutsche Bank Trust Company Americas, as trustee;



     WHEREAS, the Original Indenture, as supplemented by this First Supplemental Indenture, is
herein called the “Indenture”:



     WHEREAS, under the Original Indenture, the form and terms of a new series of Debt Securities
may at any time be established by a supplemental Indenture executed by the Issuer, the Guarantors,
as applicable, and the Trustee;



     WHEREAS, the Issuer proposes to create under the Indenture a new series of Debt Securities;



     WHEREAS, additional Debt Securities of other series hereafter established, except as may be
limited in the Original Indenture as at the time supplemented and modified, may be issued from time
to time pursuant to the Original Indenture as at the time supplemented and modified; and



     WHEREAS, all conditions necessary to authorize the execution and delivery of this First
Supplemental Indenture and to make it a valid and binding obligation of the Issuer have been done
or performed.



     NOW, THEREFORE, in consideration of the agreements and obligations set forth herein and for
other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties
hereto hereby agree as follows:



 









 





ARTICLE I

ESTABLISHMENT OF NEW SERIES




     Section 1.01. Establishment of New Series.



          (a) There is hereby established a new series of Debt Securities to be issued under the
Indenture, to be designated as the Issuer’s 2.375% Senior Notes due 2016 (the “Notes”).



          (b) There are to be authenticated and delivered $250,000,000 principal amount of Notes on
the Issue Date, and from time to time thereafter there may be authenticated and delivered an
unlimited principal amount of Additional Notes.



          (c) The Notes shall be issued initially in the form of one or more Global Debt Securities
in substantially the form set out in Exhibit A hereto. The Depositary with respect to the
Notes shall be The Depository Trust Company.



          (d) Each Note shall be dated the date of authentication thereof and shall bear interest as
provided in paragraph number 1 of the form of Note in Exhibit A hereto. As provided for in
Article VIII, the Notes shall be jointly and severally guaranteed by the Guarantors.



          (e) If and to the extent that the provisions of the Original Indenture are duplicative of,
or in contradiction with, the provisions of this First Supplemental Indenture, the provisions of
this First Supplemental Indenture, including provisions contained in the form of Note in
Exhibit A hereto, shall govern.



ARTICLE II

DEFINITIONS AND INCORPORATION BY REFERENCE




     Section 2.01. Definitions. All capitalized terms used and not otherwise defined herein
shall have the meanings assigned in the Original Indenture. The words “Article” and “Section”,
unless otherwise modified, refer to an Article and Section, respectively, of this First
Supplemental Indenture. The following are additional definitions used in this First Supplemental
Indenture:



     “Additional Notes” shall have the meaning assigned in Section 3.02.



     “Below Investment Grade Rating Event” means a decrease in the ratings of the Notes below
Investment Grade by both Rating Agencies on any date from the date of the public notice of an
arrangement that could result in a Change of Control until the end of the 60-day period following
the public notice of the occurrence of the Change of Control (which period shall be extended so
long as the rating of the Notes is under publicly announced consideration for possible downgrade by
either of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise
arising by virtue of a particular reduction in rating shall not be deemed to have occurred in
respect of a particular Change of Control (and thus shall not be deemed a
Below Investment Grade Rating Event for purposes of the definition of Change of Control
Repurchase Event) if the Rating Agencies making the reduction in rating to which this definition
would otherwise apply do not announce or publicly confirm or inform the Trustee in writing at



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the
Issuer’s request that the reduction was the result, in whole or in part, of any event or
circumstance comprised of or arising as a result of, or in respect of, the applicable Change of
Control (whether or not the applicable Change of Control shall have occurred at the time of the
Below Investment Grade Rating Event).




     “Bermuda” shall have the meaning assigned in the introductory paragraph hereof.



     “B—Line” shall have the meaning assigned in the introductory paragraph hereof.



     “Business Day” means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day
on which banking institutions located in the state where the Trustee is located are authorized or
obligated by law, executive order or regulation to close.



     “Bussmann” shall have the meaning assigned in the introductory paragraph hereof.



     “Change of Control” means the occurrence of any of the following: (1) the direct or indirect
sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in
one or a series of related transactions, of all or substantially all of the assets of Cooper Parent
and its Subsidiaries taken as a whole to any Person or group of Persons for purposes of Section
13(d) of the Exchange Act other than Cooper Parent or one of its Subsidiaries or a Person
controlled by Cooper Parent or one of its Subsidiaries; (2) the consummation of any transaction
(including, without limitation, any merger or consolidation) the result of which is that any Person
becomes the beneficial owner (within the meaning of Rule 13d-3 under the Exchange Act), directly or
indirectly, of more than 50% of the then outstanding number of shares of Cooper Parent Voting
Stock; or (3) the first day on which a majority of the members of Cooper Parent’s Board of
Directors are not Continuing Directors.



     “Change of Control Offer” shall have the meaning assigned in Section 5.01.



     “Change of Control Payment” shall have the meaning assigned in Section 5.01.



     “Change of Control Payment Date” shall have the meaning assigned in Section 5.01.



     “Change of Control Repurchase Event” means the occurrence of both a Change of Control and a
Below Investment Grade Rating Event.



     “Company” shall have the meaning assigned in the introductory paragraph hereof.



     “Continuing Directors” means, as of any date of determination, any member of the Board of
Directors of Cooper Parent who (1) was a member of such Board of Directors on the date of the
issuance of the Notes; or (2) was nominated for election or elected to such Board of Directors with
the approval of a majority of the Continuing Directors who were members of such Board of Directors
at the time of such nomination or election (either by a specific vote or by approval of Cooper
Parent’s proxy statement in which such member was named as a nominee for election as a director,
without objection to such nomination).



     “Crouse” shall have the meaning assigned in the introductory paragraph hereof.



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     “Exchange Act” means the Securities Exchange Act of 1934, as amended, or any successor
statute.



     “Guarantors” means, collectively, Cooper Parent and the Subsidiary Guarantors, and subject to
Article VII, their respective successors and assigns.



     “Investment Grade” means a rating of Baa3 or better by Moody’s (or its equivalent under any
successor rating categories of Moody’s); a rating of BBB—or better by S&P (or its equivalent under
any successor rating categories of S&P); and the equivalent investment grade credit rating from any
additional Rating Agency or rating agencies selected by the Issuer.



     “Issue Date” means the date of the first issuance of the Notes under the Indenture.



     “Issuer” shall have the meaning assigned in the introductory paragraph hereof.



     “Lighting” shall have the meaning assigned in the introductory paragraph hereof.



     “Moody’s” means Moody’s Investors Service, Inc., or any successor to its ratings business.



     “Notes” shall have the meaning assigned in Section 1.01(a).



     “Person”, as used in the definition of “Change of Control”, has the meaning assigned in the
Original Indenture and includes a “person” as used in Section 13(d)(3) of the Exchange Act.



     “Power Systems” shall have the meaning assigned in the introductory paragraph hereof.



     “Rating Agency” means (1) each of Moody’s and S&P: and (2) if either of Moody’s or S&P ceases
to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of
the Issuer’s control, a “nationally recognized statistical rating organization” within the meaning
of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by the Issuer (as set forth in
Certified Resolutions) as a replacement agency for Moody’s or S&P, or both, as the case may be.



     “S&P” means Standard & Poor’s Ratings Services, a division of McGraw—Hill, Inc., or any
successor to its ratings business.



     “Subsidiary Guarantors” means, collectively, Bermuda, B—Line, Bussmann, Crouse, Lighting,
Power Systems and Wiring.



     “Voting Stock” of any specified Person as of any date means the capital stock of such Person
that is at the time entitled to vote generally in the election of the board of directors of such
Person.



     “Wiring” shall have the meaning assigned in the introductory paragraph hereof.



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ARTICLE III

THE NOTES




     Section 3.01. Form. The Notes shall be issued initially in the form of one or more Global
Debt Securities, and the Notes and Trustee’s certificate of authentication shall be substantially
in the form of Exhibit A hereto, the terms of which are incorporated in and made a part of
this First Supplemental Indenture, and the Issuer and the Trustee, by their execution and delivery
of this First Supplemental Indenture, expressly agree to such terms and provisions and to be bound
thereby.



     Section 3.02. Issuance of Additional Notes. The Issuer may, from time to time, issue an
unlimited amount of additional Notes (“Additional Notes”) under the Indenture, which shall be
issued in the same form as the Notes issued on the Issue Date and which shall have identical terms
as the Notes issued on the Issue Date other than with respect to the issue date, issue price and
date of first payment of interest. The Notes issued on the Issue Date shall be limited in
aggregate principal amount to $250,000,000. The Notes issued on the Issue Date and any Additional
Notes subsequently issued, shall be treated as a single series for purposes of giving of notices,
consents, waivers, amendments and taking any other action permitted under the Indenture and for
purposes of interest accrual and redemptions.



     Section 3.03. Transfer of Securities.



          (a) When Notes are presented to the Notes registrar with the request to register the
transfer of such Notes or exchange such Notes for an equal principal amount of Notes of other
authorized denominations, such registrar shall register the transfer or make the exchange in
accordance with Article Two of the Original Indenture.



          (b) Each security certificate evidencing the Global Debt Securities shall bear a legend
substantially in the form set forth in Section 2.11 of the Original Indenture.



ARTICLE IV

REDEMPTION




     Section 4.01. Optional Redemption.



          (a) At its option, the Issuer may choose to redeem all or any portion of the Notes, at
once or from time to time.



          (b) To redeem the Notes, the Issuer must pay a redemption price in an amount determined in
accordance with the provisions of paragraph number 5 of the form of Note in Exhibit A
hereto, plus accrued and unpaid interest, if any, to the redemption date for such Notes (subject to
the right of Holders on the relevant record date to receive interest due on the relevant interest
payment date).



          (c) Any redemption pursuant to this Section 4.01 shall otherwise be made pursuant
to the provisions of Sections 4.01 through 4.03 of the Original Indenture. The actual redemption
price, calculated as provided in paragraph number 5 of the form of Note in Exhibit A
hereto, shall be certified in writing to the Issuer and the Trustee by the Quotation Agent (as



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defined in such paragraph number 5) no later than two Business Days prior to each redemption date
for such Notes.




     Section 4.02. Mandatory Redemption and Sinking Fund. The Issuer shall not be required to
make mandatory redemption or sinking fund payments with respect to the Notes. The Issuer shall be
obligated to offer to repurchase Notes as provided in Article V.



ARTICLE V

COVENANT SUPPLEMENTS




     Section 5.01. Covenants. Article Five of the Original Indenture is hereby supplemented,
but only in relation to the Notes, by the addition of the following new Section at the end of said
Article Five:



     “Section 5.10 Offer to Repurchase upon Change of Control and Repurchase Event.



          (a) If a Change of Control Repurchase Event occurs, unless the Company has exercised its
right to redeem the Notes as provided for in the Indenture, the Company shall make an offer to each
Holder of Notes to repurchase all or any part (in an integral multiple of $1,000) of such Holder’s
Notes pursuant to the offer described below (the “Change of Control Offer”) at a repurchase price
in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and
unpaid interest, if any, on the Notes repurchased, to the date of purchase (the “Change of Control
Payment”).



     Within 30 days following any Change of Control Repurchase Event or, at the Company’s option,
prior to any Change of Control, but after the public announcement of the Change of Control, the
Company will mail a notice to each Holder, with a copy to the Trustee, stating:




          (i) the description of the transaction or transactions that constitute or may
constitute the Change of Control Repurchase Event, that the Change of Control Offer is being
made pursuant to this Section 5.10, and that all Notes validly tendered and not
withdrawn will be accepted for payment:




          (ii) the purchase price and the purchase date, which shall be no earlier than 30
days and no later than 60 days from the date such notice is mailed (the “Change of Control
Payment Date”):




          (iii) that any Note not tendered will continue to accrue interest:




          (iv) that, unless the Company defaults in the payment of the Change of Control
Payment, all Notes accepted for payment pursuant to the Change of Control Offer shall cease
to accrue interest after the Change of Control Payment Date:





          (v) that Holders electing to have any Notes purchased pursuant to a Change of
Control Offer will be required to surrender the Notes properly endorsed, with the form
entitled “Option of Holder to Elect Purchase” on the reverse of the Notes properly
completed, together with other customary documents as the Company may reasonably request, to
the paying agent at the address specified in the notice prior to the



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close of business On
the third Business Day preceding the Change of Control Payment Date:




          (vi) that Holders will be entitled to withdraw their election if the paying agent
receives, not later than the close of business on the second Business Day preceding the
Change of Control Payment Date, a telegram, telex, facsimile transmission or letter setting
forth the name of the Holder, the principal amount of Notes delivered for purchase, and a
statement that such Holder is withdrawing his election to have the Notes purchased; and




          (vii) that Holders whose Notes are being purchased only in part will be issued new
Notes equal in principal amount to the unpurchased portion of the Notes surrendered, which
unpurchased portion must be in an integral multiple of $1,000.


If any of the Notes subject to a Change of Control Offer are in the form of a Global Debt Security,
then the Company shall modify such notice to the extent necessary to accord with the applicable
procedures of the Depositary applicable to repurchases. In addition, the Company shall comply with
the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations
under the Exchange Act to the extent such laws and regulations are applicable in connection with
the repurchase of Notes as a result of a Change of Control Repurchase Event. To the extent that
the provisions of any securities laws or regulations conflict with the provisions of this
Section 5.10 or the Notes, or any related definitions and other provisions of the
Indenture, the Company shall comply with the applicable securities laws and regulations and shall
not be deemed to have breached its obligations under this Section 5.10 or the Notes, or any
other provision of the Indenture, by virtue of such conflict.




          (b) On the Change of Control Payment Date, the Company will, to the extent lawful, (i)
accept for payment all Notes or portions thereof properly tendered pursuant to the Change of
Control Offer, (ii) deposit with the paying agent in immediately available funds an amount equal to
the Change of Control Payment in respect of all Notes or portions thereof so tendered pursuant to
the Change of Control Offer; and (iii) deliver or cause to be delivered to the Trustee the Notes
accepted for purchase, together with an Officers’ Certificate stating the aggregate principal
amount of Notes or portions thereof being purchased by the Company. The paying agent will promptly
mail to each Holder of Notes so tendered pursuant to the Change of Control Offer, the Change of
Control Payment for such Notes, and the Trustee will promptly authenticate and mail (or cause to be
transferred by book entry) to each Holder a new Note equal in principal amount to any unpurchased
portion of the Notes surrendered by the Holder; provided that each such new Note will be in an
integral multiple of $1,000. The Company will publicly
announce the results of the Change of Control Offer on or as soon as practicable after the
Change of Control Payment Date.



          (c) The Change of Control provisions described above will be applicable whether or not any
other provisions of the Indenture are applicable, except as set forth in Article Thirteen
of this Indenture.



          (d) The Company will not be required to make a Change of Control Offer upon a Change of
Control Repurchase Event if a third party makes the Change of Control Offer



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in the manner, at the
times and otherwise in compliance with the requirements set forth in this Indenture that are
applicable to a Change of Control Offer made by the Company and such third party purchases all
Notes properly tendered and not withdrawn under such Change of Control Offer. A Change of Control
Offer may be made in advance of a Change of Control Repurchase Event, and conditional upon the
occurrence of such Change of Control Repurchase Event, if a definitive agreement for the Change of
Control is in place at the time of making of the Change of Control Offer.”




     Section 5.02. Supplement to Covenants. Section 5.07 of the Original Indenture is
hereby supplemented, but only in relation to the Notes, by the addition of the phrase “or
5.10” immediately following the phrase “set forth in Section 5.05 or 5.06,”
and immediately preceding the word “hereof’ which otherwise followed such phrase.



ARTICLE VI

CONCERNING THE TRUSTEE




     Section 6.01. Compensation and Expenses of Trustee. Section 8.06 of the Original
Indenture is hereby, supplemented, but only in relation to the Notes, by the substitution of the
phrase “The Company and the Guarantors” in lieu of the phrase “The Company, and Cooper Parent” as
therein originally provided in the opening portion of the second sentence of said Section 8.06.



ARTICLE VII

CONSOLIDATION, AMALGAMATION, MERGER,

CONVEYANCE OR TRANSFER




     With respect to the Notes, but only in relation to the Notes, the provisions of this
Article shall preempt, and be substituted for, the provisions of Article Twelve of the
Original Indenture in their entirety.



     “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 Notes 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 or lapse of time, or both, would become all Event of Default,
shall have occurred and be continuing; and



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          (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 relate 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 12.01.



     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 Notes
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 Notes 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 relate 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



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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 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 Notes and may be dissolved and liquidated.




     Section 12.05 Consolidation, Merger, Etc. of Subsidiary Guarantors.



          (a) If any Subsidiary Guarantor consolidates with, merges into, or conveys or transfers
its assets substantially as an entirety to Cooper Parent or another Subsidiary:




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




          (2) such Subsidiary Guarantor shall be discharged from all liability under this
Indenture and its Guarantee and in respect of the Notes and may be dissolved and liquidated.



          (b) If any Subsidiary Guarantor ceases to be a Subsidiary or merges into, consolidates
with, or transfers its properties and assets substantially as an entirety, to a Person
other than Cooper Parent or another Subsidiary, such Subsidiary Guarantor shall be discharged
from all liability under this Indenture and its Guarantee in accordance with Section
16.02(b).”



ARTICLE VIII

GUARANTEE




     With respect to the Notes, but only in relation to the Notes, the provisions of this
Article VIII shall preempt, and be substituted for, the provisions of Article Sixteen of
the Original Indenture in their entirety.



     “Section 16.01 Guarantee. Except as otherwise provided herein, the Guarantors hereby jointly
and severally and fully and unconditionally guarantee to each Holder of a Note 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 Notes 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 Notes and of this Indenture. In case of the failure of the



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Company punctually to make
any such payment, the Guarantors hereby agree 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. The Guarantors agree that its obligations hereunder shall be absolute and unconditional,
irrespective of, and shall be unaffected by, the validity, regularity or enforceability of the
Notes 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 the Guarantors or any consent to departure from any requirement of any other guarantee of all or
any of the Notes or any other circumstances which might otherwise constitute a legal or equitable
discharge or defense of a surety or guarantor. The Guarantors hereby waive 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
Notes or the Indebtedness evidenced thereby and all demands whatsoever, and covenant that this
Guarantee will not be discharged in respect of the Notes except by complete performance of the
obligations contained in the Notes and in such Guarantee or the operation, as applicable, of
Article Thirteen. The Guarantors agree 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 Notes, to collect any
principal of, or, interest or premium, if any, on, the Notes, or to enforce or exercise any other
right or remedy with respect to the Notes, the Guarantors agree 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.




     The Guarantors shall be subrogated to all rights of the Holders of the Notes upon which its
Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantors on
account of the Notes pursuant to the provisions of its Guarantee or this Indenture; provided,
however, that the Guarantors 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 Notes 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 Notes, is, pursuant to applicable law, rescinded or reduced in
amount, or must otherwise be restored or returned by any holder of the Notes, 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 Notes 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.



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     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.



          (a) 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
Notes and (ii) all other obligations of the Company under this Indenture, each of the Guarantors
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 Notes, the Trustee shall
execute any documents reasonably required in order to evidence the release of each of the
Guarantors 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 Notes and all other obligations of the
Company are revived and reinstated after the termination of this Guarantee, then all of the
obligations of the Guarantors 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 Notes and all other obligations of the Company under the Indenture are
paid in full, and the Guarantors shall enter into an amendment to this Guarantee, reasonably
satisfactory to the Trustee, evidencing such revival and reinstatement.



          (b) Notwithstanding anything in this Article Sixteen to the contrary, concurrently
with the time that any Subsidiary Guarantor ceases to be a Subsidiary (other than by such
Guarantor’s consolidation with, or merger into, Cooper Parent or another Subsidiary) or such
Subsidiary Guarantor conveys or transfers its properties and assets substantially as an entirety to
a Person other than Cooper Parent or another Subsidiary, then such Subsidiary Guarantor 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 in accordance
with the provisions of this Section 16.02(b), the Trustee shall execute any documents
reasonably required in order to evidence the release of the such Subsidiary Guarantor from its
obligations under this Guarantee.”



ARTICLE IX

SATISFACTION AND DISCHARGE OF

INDENTURE OR CERTAIN COVENANTS




     Section 9.01. Defeasance Upon Deposit of Money, U.S. Government Obligations or Eligible
Obligations. Section 13.02 of the Original Indenture is hereby supplemented, but only in relation
to the Notes, by the substitution of the phrase “Sections 5.05, 5.06, 5.10 and
12.01” in lieu of the phrase “Sections 5.05, 5.06 and 12.01” as therein
originally provided.



12









 






ARTICLE X

MISCELLANEOUS PROVISIONS




     Section 10.01. Judgment Currency; Service of Process. Section 15.11 of the Original
Indenture is hereby supplemented, but only in relation to the Notes, by the addition of paragraph
(c) thereto as follows:




     “(c) Each Subsidiary Guarantor irrevocably designates and appoints the Company, 600
Travis Street, Houston, Texas 77002, authorized agent with respect to any suit, action or
proceeding based on or arising out of or in relation to this Indenture or any Notes or its
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 any Subsidiary Guarantor. Each Subsidiary Guarantor further agrees that service of
process upon the Company and written notice of said service to such Subsidiary Guarantor
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 on each Subsidiary
Guarantor, as applicable, in any such suit, action or proceeding.”



ARTICLE XI

MISCELLANEOUS




     Section 11.01. Integral Part. This First Supplemental Indenture constitutes an integral
part of the Indenture.



     Section 11.02. Adoption, Ratification and Confirmation. The Original Indenture, as
supplemented and amended by this First Supplemental Indenture, is in all respects hereby adopted,
ratified and confirmed.



     Section 11.03. Counterparts. This First Supplemental Indenture may be executed in any
number of counterparts, and by each party hereto on separate counterparts, each of which when so
executed shall be deemed an original; and all such counterparts shall together constitute but one
and the same instrument.



     Section 11.04. Governing Law. THIS FIRST SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS FIRST
SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.



     Section 11.05. Trustee Makes No Representation. The Trustee makes no representation as to
the validity or sufficiency of this First Supplemental Indenture.



     Section 11.06. USA Patriot Act Notice. The Trustee hereby notifies each of the Company
and the Guarantors 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



13









 




obtain, verify
and record information that identifies each of the Company and the Guarantors, which information
includes the name and address of each of the Company and the Guarantors and other information that
will allow the Trustee to identify each of the Company and the Guarantors in accordance with the
Patriot Act.




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




14









 






     IN WITNESS WHEREOF, the parties hereby have caused this First Supplemental Indenture to be
duly executed and delivered by their duly authorized representatives as of the day and year first
written above.



SIGNATURES




	 	 	 	 	 	 	 

	 	 	 	 	ISSUER:


	Attest:	 	 	COOPER US, INC.
	 
	By: 	 /s/ Terrance V. Helz	 	By: 	  /s/ Tyler W. Johnson
	 	 	 	 	 	Name: 	 Tyler W. Johnson
	 	 	 	 	 	Title:	 Vice President and Treasurer






First Supplemental Indenture

Signature Page — Page 1















 








	 	 	 	 	 	 	 

	 	 	 	 	 	GUARANTORS:
	 
	 	 	 	 	 	COOPER INDUSTRIES PLC
	 
	Present when the Common Seal of
of COOPER 	 	 	 	 
	INDUSTRIES PLC was
affixed hereto:	 	 	/s/ Tyler W. Johnson
	 	 	 	 	 	Name: 	 Tyler W. Johnson
	 	 	 	 	 	Title:	 Vice President and Treasurer
	 
	 	 	 	 	 	/s/ John B. Reed
	 	 	 	 	 	Name: 	 John B. Reed
	 	 	 	 	 	Title:	 Vice President, Taxes
	Attest:	 	 	 	 
	 
	By: 	 /s/ Terrance V. Helz	 	 	 	 






First Supplemental Indenture

Signature Page — Page 2




 









 








	 	 	 	 	 	 	 

	Attest:	 	 	COOPER INDUSTRIES, LTD.
	 
	By: 	 /s/ Terrance V. Helz	 	By: 	  /s/ Tyler W. Johnson
	 	 	 	 	 	Name: 	 Tyler W. Johnson
	 	 	 	 	 	Title:	 Vice President and Treasurer






First Supplemental Indenture

Signature Page — Page 3







 









 








	 	 	 	 	 	 	 

	Attest:	 	 	COOPER B—LINE, INC.
	 
	By: 	 /s/ Terrance V. Helz	 	By: 	  /s/ Tyler W. Johnson
	 	 	 	 	 	Name: 	 Tyler W. Johnson
	 	 	 	 	 	Title:	 Treasurer






First Supplemental Indenture

Signature Page — Page 4




 









 








	 	 	 	 	 	 	 

	Attest:	 	 	COOPER BUSSMANN, LLC
	 
	By: 	 /s/ Terrance V. Helz	 	By: 	  /s/ Tyler W. Johnson
	 	 	 	 	 	Name: 	 Tyler W. Johnson
	 	 	 	 	 	Title:	 Treasurer






First Supplemental Indenture

Signature Page — Page 5





 









 








	 	 	 	 	 	 	 

	Attest:	 	 	COOPER CROUSE-HINDS, LLC
	 
	By: 	 /s/ Terrance V. Helz	 	By: 	  /s/ Tyler W. Johnson
	 	 	 	 	 	Name: 	 Tyler W. Johnson
	 	 	 	 	 	Title:	 Treasurer






First Supplemental Indenture

Signature Page — Page 6





 









 








	 	 	 	 	 	 	 

	Attest: 	 	 	COOPER LIGHTING, LLC
	 
	By: 	 /s/ Terrance V. Helz	 	By: 	  /s/ Tyler W. Johnson
	 	 	 	 	 	Name: 	 Tyler W. Johnson
	 	 	 	 	 	Title:	 Treasurer






First Supplemental Indenture

Signature Page — Page 7




 









 








	 	 	 	 	 	 	 

	Attest:	 	 	COOPER POWER SYSTEMS, LLC
	 
	By: 	 /s/ Terrance V. Helz	 	By: 	  /s/ Tyler W. Johnson
	 	 	 	 	 	Name: 	 Tyler W. Johnson
	 	 	 	 	 	Title:	 Treasurer






First Supplemental Indenture

Signature Page — Page 8





 









 








	 	 	 	 	 	 	 

	Attest:	 	 	COOPER WIRING DEVICES, INC.
	 
	By: 	 /s/ Terrance V. Helz	 	By: 	  /s/ Tyler W. Johnson
	 	 	 	 	 	Name: 	 Tyler W. Johnson
	 	 	 	 	 	Title:	 Treasurer






First Supplemental Indenture

Signature Page — Page 9





 









 








	 	 	 	 	 
	 	TRUSTEE:



DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

 	 
	 	By:  	Deutsche Bank National Trust Company
 	 
	 	 	 	 
	 	By:  	/s/ Cynthia J. Powell
 	 
	 	 	Name:  	Cynthia J. Powell 	 
	 	 	Title:  	Vice President 	 
	 	 	 
	 	By:  	/s/ David Contino
 	 
	 	 	Name:  	David Contino 	 
	 	 	Title:  	Vice President 	 



First Supplemental Indenture

Signature Page — Page 10








 









 








EXHIBIT A




(Form of Face of Note)





      



			
	No.                     
	 	$                    
	 	 	 
	ISIN                     
	 	CUSIP No.                     






COOPER US, INC.

2.375% Senior Notes due 2016




     Cooper US, Inc., a Delaware corporation, promises to pay to ________, or registered assigns,
the principal sum of __________ Dollars [or such greater or lesser amount as may be endorsed on the
Schedule attached hereto]1 on January 15, 2016 (the “Stated Maturity”).



Interest Payment Dates: January 15 and July 15, commencing July 15, 2011

Record Dates: January 1 and July 1




	 	 	 	 	 	 	 

	Attest:	 	 	COOPER US, INC.
	 
	By: 	 	 	By: 	 
	 	 	 	 	 	Name: 	 
	 	 	 	 	 	Title:	 





TRUSTEE’S CERTIFICATE OF AUTHENTICATION




     This Note is one of the series of Debt Securities referred to in the within-mentioned
Indenture.



	 	 	 	 	 
	 	DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee

 	 
	 	By:  	Deutsche Bank National Trust Company
 	 
	 	 	 
	 	By:  	 	 
	 	 	Authorized Signatory 	 
	 	 	 	 
	 


Dated _______________






 




			
	1	 	To be included only if the Note is issued in
global form.




A-1









 










(Form of Back of Note)

2.375% Senior Notes due 2016





     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.



     UNLESS THIS GLOBAL DEBT SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”) TO THE ISSUER OR ITS AGENT FOR
REGISTRATION OR TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF
CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY
PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.



     Capitalized terms used herein shall have the meanings assigned to them in the Indenture
referred to below unless otherwise indicated.



     1. Interest. Cooper US, Inc., a Delaware corporation (the “Company” or the
“Issuer”), promises to pay interest on the principal amount of this Note at 2.375% per annum from
December 7, 2010 until maturity. The Issuer shall pay interest semi-annually on January 15 and
July 15 of each such year, or if any such day is not a Business Day, on the next succeeding
Business Day (each an “Interest Payment Date”). Interest on the Notes shall accrue from the most
recent date to which interest has been paid or, if no interest has been paid, from the date of
issuance; provided that if there is no existing Default in the payment of interest, and if this
Note is authenticated between a record date referred to on the face hereof and the next succeeding
Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date;
provided, further, that the first Interest Payment Date shall be July 15, 2011. The Issuer shall
pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue principal and premium, if any, from time to time on demand at the same rate, and it shall
pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on
overdue installments of interest without regard to any applicable grace periods) from time to time
on demand at the same rate to the extent lawful; and each type of interest referred to in this
sentence shall hereinafter be referred to as “Defaulted Interest”. Interest shall be computed on
the basis of a 360-day year of twelve 30-day months.



     2. Method of Payment. (a) The Issuer shall pay interest on the Notes (except
Defaulted Interest) to the Persons who are registered Holders of Notes at the close of business on



A-2









 




the January 1 and July 1 immediately preceding the Interest Payment Date, even if such Notes
are canceled after such record date and on or before such Interest Payment Date, except as provided
in Paragraph 2(b) of this Note with respect to Defaulted Interest, and the Issuer shall pay
principal (and premium, if any) of the Notes upon surrender thereof to the Trustee or a paying
agent on or after the Stated Maturity thereof. The Notes shall be payable as to principal,
premium, if any, and interest at the office or agency of the Trustee maintained for such purpose
(which initially is c/o Deutsche Bank Trust Company Americas, 60 Wall Street, 27th
Floor, New York, New York 10005), or, at the option of the Issuer, payment of interest may be made
by check mailed to the Holders at their addresses set forth in the register of Holders, and
provided that payment by wire transfer of immediately available funds shall be required with
respect to principal of, and interest and premium, if any, on, (1) each Global Debt Security and
(2) all other Notes aggregating at least $1,000,000 in principal amount the Holder of which shall
have provided wire transfer instructions to the Issuer or the paying agent on or prior to the
applicable record date. Such payment shall be in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and private debts.




     (b) Any Defaulted Interest on any Note shall forthwith cease to be payable to the Holder
thereof on the relevant record date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Issuer, at its election in each case, as provided in clause (i) or (ii)
below.




     (i) The Issuer may elect to make payment of any Defaulted Interest to the Persons
whose names are registered at the close of business on a special record date for the payment
of such Defaulted Interest, which shall be fixed in the following manner: The Issuer shall
notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on
each such Note and the date of the proposed payment, and at the same time the Issuer shall
deposit with the Trustee an amount of money equal to the aggregate amount proposed to be
paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the
Trustee for such deposit prior to the date of the proposed payment, such money when
deposited to be held in trust for the benefit of the Persons entitled to such Defaulted
Interest as in this clause provided. Thereupon the Trustee shall fix a special record date
for the payment of such Defaulted Interest which shall be not more than 15 days and not less
than 10 days prior to the date of the proposed payment and not less than 10 days after the
receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly
notify the Issuer of such special record date and, in the name and at the expense of the
Issuer, shall cause notice of the proposed payment of such Defaulted Interest and the
special record date therefor to be mailed, first class postage prepaid, to each Holder
thereof at its address as it appears in the Note register, not less than 10 days prior to
such special record date. Notice of the proposed payment of such Defaulted Interest and the
special record date therefor having been so mailed, such Defaulted Interest shall be paid to
the Persons in whose names the Notes are registered at the close of business on such special
record date.




     (ii) The Issuer may make payment of any Defaulted Interest on the Notes in any
other lawful manner not inconsistent with the requirements of any securities exchange on
which the Registered Securities of such series may be listed, and upon such notice as may be
required by such exchange, if, after notice given by the Issuer to the



A-3









 






Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed
practicable by the Trustee.



     3. Paying Agent and Registrar. Initially, Deutsche Bank Trust Company Americas,
the Trustee under the Indenture, shall act as paying agent and Registrar. The Issuer may change
any paying agent or Registrar without notice to any Holder. The Issuer may act in any such
capacity.



     4. Indenture. The Issuer issued the Notes under an Indenture dated as of December
7, 2010 (as amended (in accordance with its applicable provisions) by supplements and amendments of
general application thereto, the “Original Indenture”), as supplemented by the First Supplemental
Indenture dated as of December 7, 2010 (the “First Supplemental Indenture”, and together with the
Original Indenture, the “Indenture”), between the Issuer, Cooper Parent, the Subsidiary Guarantors
and the Trustee. The terms of the Notes include those stated in the Indenture and those made part
of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code §§
77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture
and such Act for a statement of such terms. To the extent any provision of this Note conflicts
with the provisions of the Indenture, the provisions of this Note shall govern and be controlling.
The Notes are the obligation of the Issuer, initially in aggregate principal amount of $250
million. The Issuer may issue an unlimited aggregate principal amount of Additional Notes under
the Indenture. Any such Additional Notes that are actually issued shall be treated as issued and
outstanding Notes (and as the same series (with identical terms other than with respect to the
issue date, issue price and first payment of interest) as the initial Note for the purposes
indicated in Section 3.02 of the First Supplemental Indenture). Initially, the Notes are
guaranteed by Cooper Parent and the Subsidiary Guarantors named in the First Supplemental
Indenture.



     5. Optional Redemption. (a) At its option, the Issuer may choose to redeem all or
any portion of the Notes, at once or from time to time.



     (b) To redeem the Notes, the Issuer must pay a redemption price equal to the greater of
(i) 100% of the principal amount of the Notes to be redeemed and (ii) the sum of the present values
of the remaining scheduled payments of principal and interest on the Notes to be redeemed
(excluding interest accrued to the redemption date of such Notes) discounted to such redemption
date on a semi—annual basis (assuming a 360—day year consisting of twelve 30—day months) at the
Treasury Rate (as defined below) plus 12.5 basis points, plus, in each case, accrued and unpaid
interest, if any, to the redemption date of such Notes (subject to the right of Holders on the
relevant record date to receive interest due on the relevant Interest Payment Date).



     For purposes of determining the redemption price, the following definitions shall apply:



     “Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent as having a maturity comparable to the remaining term of the Notes to be redeemed
that would be utilized, at the time of selection and in accordance with customary financial
practice, in pricing new issues of corporate notes of comparable maturity to the remaining term of
the Notes to be redeemed.



A-4









 





     “Comparable Treasury Price” means, with respect to any redemption date for the Notes, (i) the
average of four Reference Treasury Dealer Quotations for such redemption date, after excluding the
highest and lowest such Reference Treasury Dealer Quotations, or (ii) if the Trustee obtains fewer
than six such Reference Treasury Dealer Quotations, the average of all such quotations, or (iii) if
only one Reference Treasury Dealer Quotation is received, such quotation.



     “Quotation Agent” means the Reference Treasury Dealer appointed by the Issuer.



     “Reference Treasury Dealer” means (i) Citigroup Global Markets Inc., Goldman, Sachs & Co. and
Merrill Lynch, Pierce, Fenner & Smith Incorporated (or their respective affiliates that are Primary
Treasury Dealers) and their successors; provided, however, that if any of the foregoing shall cease
to be a primary U.S. Government securities dealer (a “Primary Treasury Dealer”), the Issuer will
substitute therefor another Primary Treasury Dealer, and (ii) any other Primary Treasury Dealer
selected by the Issuer.



     “Reference Treasury Dealer Quotations” means, for each Reference Treasury Dealer and any
redemption date of the Notes, the average, as determined by the Trustee, of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m., New York
City time, on the third Business Day preceding such Redemption Date.



     “Treasury Rate” means, with respect to an redemption date of the Notes, the rate per annum
equal to the semi—annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a
price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal
to the Comparable Treasury Price for such redemption date.



     6. Mandatory Redemption and Sinking Fund; Repurchases. The Issuer shall not be
required to make mandatory redemption or sinking fund payments with respect to the Notes. The
Issuer shall be required to make an offer to repurchase Notes as provided in Section 5.01
of the First Supplemental Indenture.



     7. Notice of Redemption. Notice of redemption shall be mailed at least 30 days
but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed
at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On
and after the Redemption Date interest shall cease to accrue on Notes or portions thereof called
for redemption and with respect to which the redemption price has been paid.



     8. Denominations, Transfer, Exchange. The Notes are in registered form without
coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be
registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee
may require a Holder, among other things, to furnish appropriate endorsements and transfer
documents, and the Issuer may require a Holder to pay any taxes or other governmental charges
imposed in relation thereto.



     9. Persons Deemed Owners. The registered Holder of a Note shall be treated as its
owner for all purposes.



A-5









 





     10. Amendment, Supplement and Waiver. Subject to certain exceptions, the
Indenture may be amended or supplemented with the consent of the Holders of not less than a
majority in aggregate principal amount of the then Outstanding Notes, and any existing default or
compliance with any provision of the Indenture relating to the Notes may be waived with the consent
of the Holders of not less than a majority in aggregate principal amount of the then Outstanding
Notes. Without the consent of any Holder of a Note, the Indenture may be amended or supplemented
for any of the purposes set forth in Section 11.01 of the Indenture, including to cure any
ambiguity, defect or inconsistency, to provide for the assumption of the Issuer’s obligations to
Holders of the Notes in case of a merger or consolidation of the Issuer or sale of all or
substantially all of the Issuer’s assets, to add or release Guarantors pursuant to the terms of the
Indenture, to make any change that does not adversely affect the rights under the Indenture of any
Holder of the Notes, to comply with the requirements of the SEC to permit the qualification of the
Indenture under the Trust Indenture Act of 1939, to evidence or provide for the acceptance of
appointment under the Indenture of a successor or separate Trustee, to add to the covenants of the
Issuer or any Guarantor or to establish the form or terms of any other series of Debt Securities.



     11. Defaults and Remedies. Events of Default with respect to the Notes include:
(i) default for 30 days in the payment when due of interest on the Notes: (ii) default in payment
when due of principal of or premium, if any, on the Notes when due at Stated Maturity, upon
redemption, by declaration or otherwise; (iii) failure by the Company or any Guarantor to comply
with any of its other covenants or agreements in the Indenture relating to the Notes for 90 days
after notice to the Company by the Trustee or by Holders of 25% in principal amount of the
Outstanding Notes; (iv) except as permitted by the Indenture, the Guarantee of Cooper Parent
ceasing to be in full force and effect or Cooper Parent denies or disaffirms its obligations under
the Indenture or its Guarantee; and (v) certain events of bankruptcy, insolvency or reorganization
with respect to the Issuer or Cooper Parent. If any Event of Default occurs and is continuing, the
Trustee or the Holders of at least 25% in aggregate principal amount of the then Outstanding Notes
may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an
Event of Default arising from certain events of bankruptcy or insolvency, all Outstanding Notes
shall become due and payable without further action or notice. Holders may not enforce the
Indenture or the Notes except as provided in the Indenture. Subject to certain limitations,
Holders of not less than a majority in aggregate principal amount of the then Outstanding Notes may
direct the Trustee in its exercise of any trust or power. If and so long as the Trustee in good
faith so determines that withholding notice is in the interests of the Holders, the Trustee may
withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a
Default or Event of Default relating to the payment of principal, premium, if any, or interest).
The Holders of not less than a majority in aggregate principal amount of the Notes then Outstanding
by written notice to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences under the Indenture except a continuing
Default or Event of Default in the payment of interest on, the principal of, or premium, if any,
on, the Notes. The Company is required to deliver to the Trustee annually a statement regarding
compliance with the Indenture.



     12. Trustee Dealings with Issuer. The Trustee, in its individual or any other
capacity, may make loans to, accept deposits from, and perform services for the Issuer or its
affiliates, and may otherwise deal with the Issuer or its affiliates, as if it were not the
Trustee.



A-6









 





     13. No Recourse Against Others. The directors, officers, incorporators,
stockholders and other equity—interest owners, as such, past, present or future, of the Company or
any Guarantor or any successor Person, either directly or indirectly through the Company or a
Guarantor or any successor Person, whether by virtue of any constitution, statue or rule of law, or
by the enforcement of any assessment or penalty or otherwise, shall have no liability for any
obligations of the Issuer or any Guarantors under the Notes, the Indenture or the Guarantees or for
any claim based on, in respect of, or by reason of, such obligations or their creation. Each
Holder of Notes by accepting a Note expressly waives and releases all such liability. The waiver
and release are part of the consideration for issuance of the Notes.



     14. Authentication. This Note shall not be valid until authenticated by the
manual signature of the trustee or an authenticating agent.



     15. Abbreviations. Customary abbreviations may be used in the name of a Holder or
an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN
(= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and
U/G/M/A (= Uniform Gifts to Minors Act).



     16. CUSIP and ISIN Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Issuer has caused CUSIP and, if
applicable, corresponding ISIN numbers to be printed on the Notes, and the Trustee may use CUSIP
and, if applicable, corresponding ISIN numbers in notices of redemption as a convenience to
Holders. No representation is made as to the accuracy of such numbers either as printed on the
Notes or as contained in any notice of redemption and reliance may be placed only on the other
identification numbers placed thereon.



     The Issuer shall furnish to any Holder upon written request and without charge a copy of the
Indenture. Requests may be made to:



Cooper US, Inc.

600 Travis Street

Houston, Texas 77002

Attention: Secretary




A-7









 





GUARANTEE NOTATION




     For value received, each Guarantor (which term includes any successor Person under the
Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in, and
subject to the provisions of, the Indenture dated as of December 7, 2010 (as amended or
supplemented (in general application) and in effect, including by means of the First Supplemental
Indenture thereto dated as of December 7, 2010, the “Indenture”) among Cooper US, Inc., a Delaware
corporation (“Issuer”), the Guarantors part) thereto and Deutsche Bank Trust Company Americas, a
New York banking corporation, as trustee (the “Trustee”), that (i) the principal of, premium, if
any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by
acceleration, redemption, declaration or otherwise, and interest on the overdue principal of,
premium, if any, and interest on the Notes, if lawful (subject in all cases to any applicable grace
period provided herein), and all other payment obligations of the Issuer to the Holders or the
Trustee hereunder or thereunder will be promptly paid in full, all in accordance with the terms
hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or
any of such other obligations, the same will be promptly paid in full when due in accordance with
the terms of the extension or renewal, whether at stated maturity, by acceleration, redemption,
declaration or otherwise. Failing payment when due of any amount so guaranteed for whatever
reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The
obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Indenture
are set forth in the Indenture, and reference is hereby made to the Indenture for the precise terms
of the Guarantee. Each Holder of a Note, by accepting the same, agrees to and shall be bound by
such provisions.



     Capitalized terms used but not defined herein have the meanings given to them in the
Indenture.



	 	 	 	 	 
	 	COOPER INDUSTRIES PLC
 	 
	 	 
	Present when the Common Seal of 

of COOPER INDUSTRIES PLC was affixed hereto: 
	  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 	 	 
	 	  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



	 	 	 	 	 
	Attest:

 	 
	By:  	 	 



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	Attest:	 	 	COOPER INDUSTRIES, LTD.
	 
	By: 	 	 	By: 	 
	 	 	 	 	 	Name: 	 
	 	 	 	 	 	Title:	 






A-9









 






	 	 	 	 	 	 	 

	Attest:	 	 	COOPER B—LINE, INC.
	 
	By: 	 	 	By: 	 
	 	 	 	 	 	Name: 	 
	 	 	 	 	 	Title:	 






A-10









 






	 	 	 	 	 	 	 

	Attest:	 	 	COOPER BUSSMANN, LLC
	 
	By: 	 	 	By: 	 
	 	 	 	 	 	Name: 	 
	 	 	 	 	 	Title:	 






A-11









 






	 	 	 	 	 	 	 

	Attest:	 	 	COOPER CROUSE-HINDS, LLC
	 
	By: 	 	 	By: 	 
	 	 	 	 	 	Name: 	 
	 	 	 	 	 	Title:	 






A-12









 






	 	 	 	 	 	 	 

	Attest:	 	 	COOPER LIGHTING, LLC
	 
	By: 	 	 	By: 	 
	 	 	 	 	 	Name: 	 
	 	 	 	 	 	Title:	 






A-13









 






	 	 	 	 	 	 	 

	Attest:	 	 	COOPER POWER SYSTEMS, LLC
	 
	By: 	 	 	By: 	 
	 	 	 	 	 	Name: 	 
	 	 	 	 	 	Title:	 






A-14









 






	 	 	 	 	 	 	 

	Attest:	 	 	COOPER WIRING DEVICES, INC.
	 
	By: 	 	 	By: 	 
	 	 	 	 	 	Name: 	 
	 	 	 	 	 	Title:	 






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Assignment Form

To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to




(Insert assignee’s soc. sec. or tax I.D. no.)



(Print or type assignee’s name, address and zip code)



and irrevocably appoint                      
                                  
                         agent to transfer this Note on the books of the
Issuer. The agent may substitute another to act for him.



Date:



Your Signature:



(Sign exactly as your name appears on the face of this Note.



Signature Guarantee:





(Signature must be guaranteed by a financial institution that is a
member of the Securities Transfer Agent Medallion Program (“STAMP”),
the Stock Exchange Medallion Program (“SEMP”), the New York Stock
Exchange, Inc. Medallion Signature Program (“MSP”) or such other
signature guarantee program as may be determined by the Registrar in
addition to, or in substitution for, STAMP, SEMP or MSP, all in
accordance with the Securities Exchange Act of 1934, as amended.)



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OPTION OF HOLDER TO ELECT PURCHASE




     To elect to have this Note purchased by the Company pursuant to Section 5.10 of the Indenture,
check the box below:



o




     If you want to elect to have only part of this Note purchased by the Issuer pursuant to
Section 5.10 of the Indenture, state the amount you elect to have purchased:



$                    



Date:                     




	 	 	 	 	 

	 

	 	Your Signature:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	(Sign exactly as your name appears on the face of
this Note)
	 
	 	 	 	 
	 

	 	Tax Identification No.:	 	 
	 

	 	 	 	 




Signature Guarantee*:                     






 




			
	*	 	Participant in a recognized Signature Guarantee Medallion Program (or
other signature guarantor acceptable to the Trustee).




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SCHEDULE OF INCREASES OR DECREASES IN THE GLOBAL NOTE2



The original principal amount of this Global Note is $____________. The following increases or
decreases in this Global Note have been made:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Principal Amount of	 	Signature of
	 	 	Amount of decrease	 	Amount of increase in	 	this Global Note	 	authorized signatory
	 	 	in Principal Amount	 	Principal Amount of	 	following such	 	of Trustee or Note
	Date of Exchange	 	of this Global Note	 	this Global Note	 	decrease (or increase)	 	Custodian
	 







 




			
	2	 	To be included only if the Note is issued in
global form.






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