exv4w4






Exhibit 4.4




 





COOPER US, INC.,

as Issuer




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




COOPER INDUSTRIES PLC,

as New Guarantor




DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee




THIRD

SUPPLEMENTAL

INDENTURE




________________




Dated as of September 8, 2009




 






 









 








     THIRD SUPPLEMENTAL INDENTURE dated as of September 8, 2009 (this “Third Supplemental
Indenture”), by and among (i) Cooper US, Inc., a Delaware corporation (the “Issuer” or the
“Company”), (ii) Cooper Industries, Ltd., an exempted company incorporated with limited
liability under the laws of Bermuda (“Cooper Parent”), (iii) Cooper Industries plc, a
public limited company formed under the laws of Ireland (the “New Guarantor”), (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
June 18, 2007 (the “Original Indenture”), with Deutsche Bank Trust Company Americas, as trustee;



     WHEREAS, the Issuer, the Guarantors (as defined therein) and Deutsche Bank Trust Company
Americas, as trustee, previously entered into that certain First Supplemental Indenture dated as of
June 18, 2007 (the “First Supplemental Indenture”);



     WHEREAS, the Issuer, the Guarantors (as defined therein) and Deutsche Bank Trust Company
Americas, as trustee, previously entered into that certain Second Supplemental Indenture dated as
of March 27, 2008 (the “Second Supplemental Indenture”);



     WHEREAS, the Original Indenture, as supplemented by the First Supplemental Indenture and the
Second Supplemental Indenture, is herein called the “Indenture”;



     WHEREAS, pursuant to a Scheme of Arrangement under Bermuda law that will become effective on
the date hereof, the holders of 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 New Guarantor desires to guarantee the payment and other obligations of the
Issuer under the Indenture as set forth in Section 1 hereof (the “New Guarantee”);



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



     WHEREAS, all conditions necessary to authorize the execution and delivery of this Third
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:



     Section 1. Except as otherwise provided herein, the New Guarantor hereby fully and
unconditionally guarantees to each Holder of a Debt Security authenticated and delivered by the
Trustee, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal
of, premium, if any, and interest, if any, on, the Debt Securities and all other obligations of the
Company under 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 Debt
Securities 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 Debt
Securities 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 Debt Securities 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 Debt Securities or the Indebtedness evidenced
thereby and all demands whatsoever, and covenants that this New Guarantee will not be discharged in
respect of the Debt Securities except by complete performance of the obligations contained in the
Debt Securities and in this New Guarantee or the operation, as applicable, of Article Thirteen of
the Indenture. 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 Debt Securities, to collect
any principal of, or, interest or premium, if any, on, the Debt Securities, or to enforce or
exercise any other right or remedy with respect to the Debt Securities, 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 Debt Securities upon
which its New Guarantee is endorsed against the Company in respect of any amounts paid by the New
Guarantor on account of the Debt Securities pursuant to the provisions of this New Guarantee or the
Indenture; provided, however, that the New Guarantor shall not be entitled to



2









 







enforce or to receive any payment arising out of, or based upon, such right of subrogation until
the principal of, and premium, if any, and interest, if any, on, all Debt Securities issued 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 Debt Securities, is, pursuant to applicable law, rescinded or
reduced in amount, or must otherwise be restored or returned by any holder of the Debt Securities,
whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment
or performance had not been made. In the event that any payment, or any part thereof, is
rescinded, reduced, restored or returned, the Debt Securities shall, to the fullest extent
permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded,
reduced, restored or returned.



     Any term or provision of this 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 Debt Securities 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 Debt Securities, 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 Debt Securities 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
Debt Securities 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. This Third Supplemental Indenture constitutes an integral part of the
Indenture.



3









 





     Section 3. The Original Indenture, as supplemented and amended by the First
Supplemental Indenture, the Second Supplemental Indenture and this Third Supplemental Indenture, is
in all respects hereby adopted, ratified and confirmed.



     Section 4. All capitalized terms used and not otherwise defined herein shall have the
meanings assigned in the Original Indenture.



     Section 5. This Third 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 6. THIS THIRD SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.



     Section 7. The Trustee makes no representation as to the validity or sufficiency of
this Third Supplemental Indenture.



     Section 8. The Trustee hereby notifies each of the Company, the Guarantors and the
New Guarantor that pursuant to the requirement of the USA PATRIOT Act (Title III of Pub. L. 107-56
(signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify and
record information that identifies each of the Company, the Guarantors and the New Guarantor, which
information includes the name and address of each of the Company, the Guarantors and the New
Guarantor and other information that will allow the Trustee to identify each of the Company, the
Guarantors and the New Guarantor in accordance with the Patriot Act.



[Remainder of Page Intentionally Left Blank]





4












 





     IN WITNESS WHEREOF, the parties hereby have caused this Third 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/ Barbara A. Widra	 	By:	 	/s/  John B. Reed
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	John B. Reed
	 

	 	 	 	 	 	Title:
	 	Vice President, Taxes
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Barbara A. Widra	 	By:	 	/s/  Tyler
Johnson
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Tyler Johnson
	 

	 	 	 	 	 	Title:
	 	Vice President and Treasurer





Third Supplemental Indenture

Signature Page — Page 1




 









 






GUARANTORS:






	 	 	 	 	 	 	 	 	 
	Attest:	 	COOPER INDUSTRIES, LTD.
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Barbara A. Widra	 	By:	 	/s/  John B. Reed
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	John B. Reed
	 

	 	 	 	 	 	Title:
	 	Vice President, Taxes
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Barbara A. Widra	 	By:	 	/s/  Tyler
Johnson
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Tyler Johnson
	 

	 	 	 	 	 	Title:
	 	Vice President and Treasurer
	                                                        





Third Supplemental Indenture

Signature Page — Page 2




 









 






GUARANTORS:







	 	 	 	 	 	 	 	 	 
	Attest:	 	COOPER B-LINE, INC.
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Barbara A. Widra	 	By:	 	/s/ John B. Reed
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	John B. Reed
	 

	 	 	 	 	 	Title:
	 	Vice President
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Barbara A. Widra	 	By:	 	/s/ Tyler Johnson
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Tyler Johnson
	 

	 	 	 	 	 	Title:
	 	Treasurer







Third Supplemental Indenture

Signature Page — Page 3




 












 






GUARANTORS:






	 	 	 	 	 	 	 	 	 
	Attest:	 	COOPER BUSSMANN, LLC
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Barbara A. Widra	 	By:	 	/s/ John B. Reed
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	John B. Reed
	 

	 	 	 	 	 	Title:	 	Vice President
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Barbara A. Widra	 	By:	 	/s/ Tyler Johnson
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Tyler Johnson
	 

	 	 	 	 	 	Title:
	 	Treasurer





Third Supplemental Indenture

Signature Page — Page 4




 









 




GUARANTORS:





	 	 	 	 	 	 	 	 	 
	Attest:	 	COOPER CROUSE-HINDS, LLC
	 
	 	 	 	 	 	 	 	 
	By:
	 	/s/ Barbara A. Widra 	 	By:	 	/s/ John B. Reed
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	John B. Reed
	 

	 	 	 	 	 	Title:	 	Vice President
	 
	 	 	 	 	 	 	 	 
	By:
	 	/s/ Barbara A. Widra 	 	By:	 	/s/ Tyler Johnson
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Tyler Johnson
	 

	 	 	 	 	 	Title:
	 	Treasurer




Third Supplemental Indenture

Signature Page — Page 5


 








 




GUARANTORS:






	 	 	 	 	 	 	 	 	 
	Attest:	 	COOPER LIGHTING, LLC
	 
	 	 	 	 	 	 	 	 
	By:
	 	/s/ Barbara A. Widra 	 	By:	 	/s/ John B. Reed	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	John B. Reed
	 

	 	 	 	 	 	Title:	 	Vice President
	 
	 	 	 	 	 	 	 	 
	By:
	 	/s/ Barbara A. Widra 	 	By:	 	/s/ Tyler Johnson	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Tyler Johnson
	 

	 	 	 	 	 	Title:
	 	Treasurer






Third Supplemental Indenture

Signature Page — Page 6


 








 




GUARANTORS:





	 	 	 	 	 	 	 	 	 
	Attest:	 	COOPER POWER SYSTEMS, LLC
	 
	 	 	 	 	 	 	 	 
	By:
	 	/s/ Barbara A. Widra 	 	By:	 	/s/ John B. Reed
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	John B. Reed
	 

	 	 	 	 	 	Title:	 	Vice President
	 
	 	 	 	 	 	 	 	 
	By:
	 	/s/ Barbara A. Widra 	 	By:	 	/s/ Tyler Johnson
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Tyler Johnson
	 

	 	 	 	 	 	Title:
	 	Treasurer





Third Supplemental Indenture

Signature Page — Page 7


 








 




GUARANTORS:






	 	 	 	 	 	 	 	 	 
	Attest:	 	COOPER WIRING DEVICES, INC.
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Barbara A. Widra 	 	By:	 	/s/ John B. Reed
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	John B. Reed
	 

	 	 	 	 	 	Title:	 	Vice President
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Barbara A. Widra 	 	By:	 	/s/ Tyler Johnson
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Tyler Johnson
	 

	 	 	 	 	 	Title:
	 	Treasurer





Third Supplemental Indenture

Signature Page — Page 8




 








 






NEW GUARANTOR:







	 	 	 	 	 	 	 	 	 
	Attest:	 	COOPER INDUSTRIES PLC
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Barbara A. Widra 	 	By:	 	/s/ John B. Reed
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	John B. Reed
	 

	 	 	 	 	 	Title:
	 	Vice President, Taxes
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Barbara A. Widra 	 	By:	 	/s/ Tyler Johnson
	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Name:
	 	Tyler Johnson
	 

	 	 	 	 	 	Title:
	 	Vice President and Treasurer





Third Supplemental Indenture

Signature Page — Page 9




 









 






TRUSTEE:







	 	 	 	 	 	 	 
	 	 	DEUTSCHE BANK TRUST COMPANY AMERICAS,

as Trustee
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ David Contino
	 	 	 	 	 
	 

	 	 	 	Name:
	 	David Contino
	 

	 	 	 	Title:	 	Vice President
	 


	 

	 	By:	 	/s/ Kenneth R. Ring
	 	 	 	 	 
	 

	 	 	 	Name:	 	Kenneth R. Ring
	 

	 	 	 	Title:	 	Vice President





Third Supplemental Indenture

Signature Page — Page 10