exv4w3






Exhibit 4.3




 










COOPER US, INC.

COOPER INDUSTRIES, LTD.

THE SUBSIDIARY GUARANTORS

COOPER INDUSTRIES PLC




AND




THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee




FIRST

SUPPLEMENTAL

INDENTURE

Dated as of September 8, 2009




Supplement to Indenture dated as of November 8, 2005




 










 









 





     This FIRST SUPPLEMENTAL INDENTURE, dated as of September 8, 2009 (this “First Supplemental
Indenture”), is made and entered into by and among COOPER US, INC., a Delaware corporation (the
“Company”); COOPER INDUSTRIES, LTD., a Bermuda company (“Cooper Parent”); COOPER INDUSTRIES PLC, an
Irish public limited company (the “New Guarantor”); and the following subsidiaries of Cooper
Parent: COOPER B-LINE, INC., a Delaware corporation, COOPER BUSSMANN, LLC, a Delaware limited
liability company, COOPER CROUSE-HINDS, LLC, a Delaware limited liability company, COOPER LIGHTING,
LLC, a Delaware limited liability company, COOPER POWER SYSTEMS, LLC, a Delaware limited
liability company, COOPER WIRING DEVICES, INC., a New York corporation; 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, the Company, Cooper Parent and the subsidiaries of Cooper Parent named above (such
subsidiaries, together with Cooper Parent, the “Guarantors”) entered into an Indenture dated as of
November 8, 2005 (the “Indenture”) with the Trustee, 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 a Scheme of Arrangement under Bermuda law that will become effective on
the date hereof, the holders of the Class A common shares of Cooper Parent (other than subsidiaries
of Cooper Parent that hold Class A common shares) will become holders of ordinary shares of the New
Guarantor and Cooper Parent will become a wholly owned subsidiary of the New Guarantor;



     WHEREAS, the Trustee is the successor to JPMorgan Chase Bank, N.A., and has succeeded to all
interests of such entity under the Indenture;



     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 First 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 First Supplemental Indenture a
valid and binding agreement of the Company, the Guarantors 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, including all obligations thereunder 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
Debentures and of 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 Guarantors 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.



     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



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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 each of the Guarantors under their respective Guarantees.



     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.



     Section 2. The Indenture, as supplemented and amended by this First Supplemental
Indenture, 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 First Supplemental Indenture
by any provision of the Trust Indenture Act of 1939, such required provision shall control.



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     Section 4. In case any provision in this First 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 First 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 First Supplemental Indenture that are not
otherwise defined herein that are defined in the Indenture shall remain as set forth therein.



     Section 7. This First 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 First Supplemental Indenture or for or in respect of
the recitals contained herein, all of which are made solely by the Company, the Guarantors and the
New Guarantor.



[Remainder of Page Intentionally Left Blank]




4









 





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






	 	 	 	 	 	 	 	 	 	 	 
	COMPANY:	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	COOPER US, INC.	 	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, Taxes	 	Title:	Vice President
	 
	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Tyler Johnson	 	By:	 	/s/ D. G. Donovan
	 	 	 	 	 	 	 
	Name:	 	  Tyler Johnson	 	Name:	D. G. Donovan
	Title:	 	  Vice President and Treasurer	 	Title:	Vice President










	 	 	 	 	 	 	 
	GUARANTORS:	 	 
	 
	 	 	 	 	 	 
	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
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	COOPER B-LINE, INC.	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ John B. Reed	 	 
	 	 	 	 	 
	Name:	 	John B. Reed
	Title:	 	Vice President
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Tyler Johnson	 	 
	 	 	 	 	 
	Name:	 	Tyler Johnson
	Title:	 	Treasurer





5









 









	 	 	 	 	 	 	 
	COOPER BUSSMANN, LLC	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ John B. Reed 	 	 
	 	 	 	 	 
	Name:	 	John B. Reed
	Title:	 	Vice President
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Tyler Johnson 	 	 
	 	 	 	 	 
	Name:	 	Tyler Johnson
	Title:	 	Treasurer
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	COOPER CROUSE-HINDS, LLC	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ John B. Reed 	 	 
	 	 	 	 	 
	Name:	 	John B. Reed
	Title:	 	Vice President
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Tyler Johnson 	 	 
	 	 	 	 	 
	Name:	 	Tyler Johnson
	Title:	 	Treasurer
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	COOPER LIGHTING, LLC	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ John B. Reed 	 	 
	 	 	 	 	 
	Name:	 	John B. Reed
	Title:	 	Vice President
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Tyler Johnson 	 	 
	 	 	 	 	 
	Name:	 	Tyler Johnson
	Title:	 	Treasurer





 









 








	 	 	 	 	 	 	 
	COOPER POWER SYSTEMS, LLC	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ John B. Reed
	 	 	 	 	 
	Name:	 	John B. Reed
	Title:	 	Vice President
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Tyler Johnson
	 	 	 	 	 
	Name:	 	Tyler Johnson
	Title:	 	Treasurer
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	COOPER WIRING DEVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ John B. Reed
	 	 	 	 	 
	Name:	 	John B. Reed
	Title:	 	Vice President
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	By:
	 	/s/ Tyler Johnson
	 	 	 	 	 
	Name:	 	Tyler Johnson
	Title:	 	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