exv4w2








Exhibit 4.2




 








Cooper Industries, LLC




Cooper Industries, Ltd.




Cooper Industries plc




and




The Bank of New York Mellon Trust Company, N.A.




as Trustee




FIFTH SUPPLEMENTAL INDENTURE




Dated as of September 8, 2009




Supplement to Indenture dated as of January 15, 1990

As Amended by the

First Supplemental Indenture dated as of May 15, 2002, and the

Second Supplemental Indenture dated as of June 21, 2002, and the

Third Supplemental Indenture dated as of October 28, 2002 and the

Fourth Supplemental Indenture dated as of January 1, 2005




 










 









 








     This FIFTH SUPPLEMENTAL INDENTURE, dated as of September 8, 2009 (this “Fifth Supplemental
Indenture”), is made and entered into by and among Cooper Industries, LLC, a Delaware
limited liability company (the “Company”); Cooper Industries, Ltd., a Bermuda company (the
“Guarantor”), Cooper Industries plc, an Irish public limited company (the “New Guarantor”) and The
Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing
under the laws of the United States of America, as Trustee (the “Trustee”).



W I T N E S S E T H:




     WHEREAS, Cooper Industries, Inc. entered into an Indenture dated as of January 15, 1990 (as
amended prior to the date hereof, the “Indenture”) with The Chase Manhattan Bank (National
Association), for the purpose of issuing its debentures, notes, bonds or other evidences of
indebtedness (the “Debentures”) in one or more series, unlimited as to aggregate principal amount
and bearing such rates of interest, if any, maturing at such time or times and having such other
designations as shall be fixed in accordance with the Indenture;



     WHEREAS, pursuant to the First Supplemental Indenture among Cooper Industries, Inc., the
Guarantor and the Trustee dated as of May 15, 2002, the Guarantor has guaranteed to each holder of
a Debenture the payment of the principal of, premium, if any, and interest, if any, on the
Debentures and all other obligations of Cooper Industries, Inc. under the Indenture;



     WHEREAS, the Trustee is the successor to JPMorgan Chase Bank, which was the successor to The
Chase Manhattan Bank (National Association), and has succeeded to all interests of such entity
under the Indenture;



     WHEREAS, Cooper Industries, Inc., the Guarantor and the Trustee entered into a Second
Supplemental Indenture dated as of June 21, 2002 and a Third Supplemental Indenture dated as of
October 28, 2002;



     WHEREAS, the Company, as successor by merger to Cooper Industries, Inc., the Guarantor and the
Trustee entered into a Fourth Supplemental Indenture dated as of January 1, 2005;



     WHEREAS, pursuant to a Scheme of Arrangement under Bermuda law that will become effective on
the date hereof, the holders of the Class A common shares of the Guarantor (other than subsidiaries
of the Guarantor that hold Class A common shares) will become holders of ordinary shares of the New
Guarantor and the Guarantor will become a wholly owned subsidiary of the New Guarantor;



     WHEREAS, the New Guarantor desires to guarantee the payment and other obligations of the
Company under the Indenture as set forth in Section 1 hereof (the “New Guarantee”);



     WHEREAS, the entry into this Fifth Supplemental Indenture by the parties hereto is in all
respects permitted by the provisions of Section 11.01 of the Indenture; and



 









 





     WHEREAS, all corporate and other action necessary to make this Fifth Supplemental Indenture a
valid and binding agreement of the Company, the Guarantor and the New Guarantor in accordance with
its terms have been done.



     NOW, THEREFORE, in consideration of the foregoing premises, it is mutually covenanted and
agreed as follows:



     Section 1. Except as otherwise provided herein, the New Guarantor hereby fully and
unconditionally guarantees to each Holder of a Debenture 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 Debentures and all other obligations of the
Company under the 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 Debentures and of the Indenture. The New Guarantor hereby fully
and unconditionally also guarantees to the Trustee the due and punctual payment of all obligations
of the Company to the Trustee under the Indenture. In case of the failure of the Company
punctually to make any such payment, the New Guarantor 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. The New Guarantor agrees that its obligations hereunder shall be
absolute and unconditional, irrespective of, and shall be unaffected by, the validity, regularity
or enforceability of the Debentures or the Indenture, the absence of any action to enforce the same
or any release (other than by operation of Article Thirteen of the Indenture), amendment, waiver or
indulgence granted to the Company, the Guarantor or the New Guarantor or any consent to departure
from any requirement of any other guarantee of all or any of the Debentures or any other
circumstances which might otherwise constitute a legal or equitable discharge or defense of a
surety or guarantor. The New Guarantor 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 Debentures or the
Indebtedness evidenced thereby and all demands whatsoever, and covenants that this New Guarantee
will not be discharged in respect of the Debentures except by complete performance of the
obligations contained in the Debentures and in this New Guarantee. The New Guarantor 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 Debentures, to collect any principal, interest or premium, if any, on the
Debentures, or to enforce or exercise any other right or remedy with respect to the Debentures, the
New Guarantor 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.



3









 





     The New Guarantor shall be subrogated to all rights of the Holders of the Debentures upon
which its New Guarantee is endorsed against the Company in respect of any amounts paid by the New
Guarantor on account of the Debentures pursuant to the provisions of this New Guarantee or the
Indenture; provided, however, that the New Guarantor 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,
premium, if any, and interest, if any, on all Debentures issued under the Indenture shall have been
paid in full.



     This New 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 Debentures, is, pursuant to applicable law, rescinded or reduced in
amount, or must otherwise be restored or returned by any holder of the Debentures, 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 Debentures 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 New Guarantee to the contrary notwithstanding, the aggregate
amount of the obligations guaranteed hereunder shall be reduced to the extent necessary to prevent
this New 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.



     The obligations of the New Guarantor under this Section 1 shall be joint and several with the
obligations of the Guarantor under the Guarantee.



     Notwithstanding anything in this Section 1 to the contrary, concurrently with the payment in
full of (i) the principal of, premium, if any, and interest, if any, on the Debentures; and (ii)
all other obligations of the Company under the Indenture, the New Guarantor shall be released from
and relieved of its obligations under this Section 1. 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 New Guarantee was made by the Company in accordance with the
provisions of the Indenture and the Debentures, the Trustee shall execute any documents reasonably
required in order to evidence the release of the New Guarantor from its obligations under this New
Guarantee. If any of the obligations to pay the principal of, premium, if any, and interest, if
any, on the Debentures and all other obligations of the Company are revived and reinstated after
the termination of this New Guarantee, then all of the obligations of the New Guarantor under this
New Guarantee shall be revived and reinstated as if this New Guarantee had not been terminated
until such time as the principal of, premium, if any, and interest, if any, on the Debentures and
all other obligations of the Company under the Indenture are paid in full, and the New Guarantor
shall enter into an amendment to this New Guarantee, reasonably satisfactory to the Trustee,
evidencing such revival and reinstatement.



4









 





     Section 2. The Indenture, as supplemented and amended by this Fifth Supplemental
Indenture and all other supplemental indentures prior to the date hereof, is in all respects
ratified and confirmed, and the Indenture and all indentures supplemental thereto shall be read,
taken and construed as one and the same instrument.



     Section 3. If and to the extent any provision hereof limits, qualifies or conflicts
with another provision hereof which is required to be included in this Fifth Supplemental Indenture
by any provision of the Trust Indenture Act of 1939, such required provision shall control.



     Section 4. In case any provision in this Fifth Supplemental Indenture or in the
Debentures of any series heretofore issued shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.



     Section 5. This Fifth Supplemental Indenture shall be deemed to be a contract made
under the laws of the State of New York, and for all purposes shall be construed in accordance with
the laws of the said State.



     Section 6. Capitalized terms used in this Fifth Supplemental Indenture that are not
otherwise defined herein that are defined in the Indenture shall remain as set forth therein.



     Section 7. This Fifth Supplemental 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 8. The Trustee shall not be responsible in any manner whatsoever for or in
respect of the validity or sufficiency of this Fifth Supplemental Indenture or for or in respect of
the recitals contained herein, all of which are made solely by the Company, the Guarantor and the
New Guarantor.



[Remainder of Page Intentionally Left Blank]




5









 










     IN WITNESS WHEREOF, the parties have caused this Fifth Supplemental Indenture to be duly
executed as of the day and year first above written.






	 	 	 	 	 	 	 	 	 
	COMPANY:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	COOPER INDUSTRIES, LLC	 	 	 	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
AS TRUSTEE
	 

	 	 	 	 	 	 	 	 
	                                                       
	By:

	/s/ John B. Reed
	 	 	 	By:	 	/s/ Lawrence M. Kush
	 	 	 	 	 	 	 
	Name:

	John B. Reed
	 	 	 	Name: Lawrence M. Kush
	Title:

	 	Vice President
	 	 	 	Title:	 	  Vice President
	 
	 	 	 	 	 	 	 	 
	 

	By:

	/s/ Tyler Johnson
	 	 	 	By:	 	/s/ D. G. Donovan
	 	 	 	 	 	 	 
	Name:

	Tyler Johnson
	 	 	 	Name: D. G. Donovan
	Title:

	 	Treasurer
	 	 	 	Title:	 	  Vice President
	                                                        
	 
	 	 	 	 	 	 	 	 
	GUARANTOR:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	COOPER INDUSTRIES, LTD.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	/s/ John B. Reed	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Name:

	John B. Reed	 	 	 	 	 	 
	Title:

	 	Vice President, Taxes	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	                                                       
	By:

	/s/ Tyler Johnson	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Name:

	Tyler Johnson	 	 	 	 	 	 
	Title:

	 	Vice President and Treasurer	 	 	 	 	 	 
	                                                        
	 
	 	 	 	 	 	 	 	 
	NEW GUARANTOR:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	COOPER INDUSTRIES PLC	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	/s/ John B. Reed	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Name:

	John B. Reed	 	 	 	 	 	 
	Title:

	 	Vice President, Taxes	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	                                                       
	By:

	/s/ Tyler Johnson	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	Name:

	Tyler Johnson	 	 	 	 	 	 
	Title:

	 	Vice President and Treasurer	 	 	 	 	 	 
	                                                        







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