exv4w1



 




Exhibit
4.1




	 	 	 
	 
	 

	 	 





COOPER US, INC.

COOPER INDUSTRIES, LTD. and

the SUBSIDIARY GUARANTORS




TO




JPMORGAN CHASE BANK, N.A.




as Trustee




 











Dated as of November 8, 2005




 






Providing for issuance of Debentures in Series




	 	 	 
	 
	 

	 	 





 









 





Reconciliation and tie between Trust Indenture Act

of 1939 and Indenture dated as of November 8, 2005




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








 




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




 









 










TABLE OF CONTENTS*




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	PARTIES	 	 	1	 
	RECITALS	 	 	1	 
	     Purpose of the Consideration for Indenture	 	 	1	 
	 	 	 	 	ARTICLE ONE
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	Definitions
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	SECTION 1.01.	 	Certain terms defined; other terms defined in Trust Indenture Act of 1939 or
by reference therein in Securities Act of 1933 to have meanings
therein assigned
	 	 	2	 
	 	 	 	 	Additional Amounts
	 	 	2	 
	 	 	 	 	Agent Member
	 	 	2	 
	 	 	 	 	Applicable Debentures
	 	 	2	 
	 	 	 	 	Attributable Debt
	 	 	2	 
	 	 	 	 	Board of Directors
	 	 	2	 
	 	 	 	 	Certified Resolutions or Board Resolutions
	 	 	2	 
	 	 	 	 	Change in the Tax Law
	 	 	3	 
	 	 	 	 	Company
	 	 	3	 
	 	 	 	 	Consolidated Tangible Assets
	 	 	3	 
	 	 	 	 	Cooper Parent
	 	 	3	 
	 	 	 	 	Debenture or Debentures; Outstanding
	 	 	3	 
	 	 	 	 	Debentureholder or Holder
	 	 	4	 
	 	 	 	 	Depositary
	 	 	4	 
	 	 	 	 	Eligible Obligations
	 	 	4	 
	 	 	 	 	Event of Default
	 	 	4	 
	 	 	 	 	Funded Debt
	 	 	4	 
	 	 	 	 	Global Debenture
	 	 	4	 
	 	 	 	 	Guarantee
	 	 	4	 
	 	 	 	 	Guarantor or Guarantors
	 	 	4	 
	 	 	 	 	Indebtedness
	 	 	5	 
	 	 	 	 	Indenture
	 	 	5	 
	 	 	 	 	Intangible Assets
	 	 	5	 
	 	 	 	 	Judgment Currency
	 	 	5	 
	 	 	 	 	Lien
	 	 	5	 
	 	 	 	 	Officers’ Certificate
	 	 	5	 
	 	 	 	 	Opinion of Counsel
	 	 	5	 
	 	 	 	 	Payor
	 	 	5	 
	 	 	 	 	Person
	 	 	6	 
	 	 	 	 	Principal Office of the Trustee
	 	 	6	 
	 	 	 	 	Principal Property
	 	 	6	 
	 	 	 	 	Relevant Tax Jurisdiction
	 	 	6	 
	 	 	 	 	Required Currency
	 	 	6	 
	 	 	 	 	Responsible Officer
	 	 	6	 
	 	 	 	 	Restricted Subsidiary
	 	 	6	 
	 	 	 	 	Sale and Leaseback Transaction
	 	 	7	 
	 	 	 	 	Secured Indebtedness
	 	 	7	 
	 	 	 	 	Shares
	 	 	7	 
	 	 	 	 	Subsidiary
	 	 	7	 
	 	 	 	 	Trustee
	 	 	7	 
	 	 	 	 	Trust Indenture Act of 1939
	 	 	7	 
	 	 	 	 	U.S. Government Obligations
	 	 	8	 
	 	 	 	 	Voting Shares
	 	 	8	 








 




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




-i-









 










	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	ARTICLE TWO
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Issue, Description, Execution, Registration
	 	 	 	 
	and Exchange of Debentures
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	SECTION 2.01.	 	Issuable in Series; Unlimited Aggregate Principal Amount
	 	 	8	 
	SECTION 2.02.	 	Documents Required for Issuance of Each Series of Debentures
	 	 	8	 
	SECTION 2.03.	 	Denominations; Certificate of Authentication
	 	 	11	 
	SECTION 2.04.	 	Execution of Debentures
	 	 	12	 
	SECTION 2.05.	 	Exchange and Registration of Transfer of Debentures
	 	 	12	 
	SECTION 2.06.	 	Mutilated, Destroyed, Lost or Stolen Debentures
	 	 	13	 
	SECTION 2.07.	 	Temporary Debentures
	 	 	14	 
	SECTION 2.08.	 	Cancellation
of Debentures Paid, Etc.
	 	 	14	 
	SECTION 2.09.	 	Debentures to be Treated Equally
	 	 	14	 
	SECTION 2.10.	 	Computation of Interest
	 	 	14	 
	SECTION 2.11.	 	Global Debentures; Depositary
	 	 	14	 
	SECTION 2.12.	 	CUSIP Numbers
	 	 	16	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE THREE
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Sinking Funds
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	SECTION 3.01.	 	Applicability of Article
	 	 	16	 
	SECTION 3.02.	 	Satisfaction of Sinking Fund Payments with Debentures
	 	 	17	 
	SECTION 3.03.	 	Redemption of Debentures for Sinking Fund
	 	 	17	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE FOUR
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	
Redemption of Debentures
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	SECTION 4.01.	 	Applicability of Article
	 	 	18	 
	SECTION 4.02.	 	Notice of Redemption; Selection of Debentures
	 	 	18	 
	SECTION 4.03.	 	Payment of Debentures Called for Redemption
	 	 	19	 
	SECTION 4.04.	 	Optional Redemption for Tax Reasons
	 	 	19	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE FIVE
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Particular Covenants of the Company
	 	 	 	 
	and Cooper Parent
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	SECTION 5.01.	 	Payment of Principal, Premium and Interest
	 	 	19	 
	SECTION 5.02.	 	Office for
Notices and Payments, Etc.
	 	 	20	 
	SECTION 5.03.	 	Appointments to Fill Vacancies in Trustee’s Office
	 	 	20	 
	SECTION 5.04.	 	Provision as to Paying Agent
	 	 	20	 
	SECTION 5.05.	 	Secured Indebtedness of Cooper Parent and Restricted Subsidiaries
	 	 	21	 
	SECTION 5.06.	 	Sale and Leaseback Transactions
	 	 	22	 
	SECTION 5.07.	 	Waiver of Covenants
	 	 	23	 
	SECTION 5.08.	 	Certificate to Trustee
	 	 	24	 
	SECTION 5.09.	 	Payment of Additional Amounts
	 	 	24	 






- ii -









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	ARTICLE SIX
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Debentureholders’ Lists and Reports by
	 	 	 	 
	the Company and the Trustee
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	SECTION 6.01.	 	Debentureholders’ Lists
	 	 	25	 
	SECTION 6.02.	 	Preservation and Disclosure of Lists
	 	 	25	 
	SECTION 6.03.	 	Reports by the Company
	 	 	25	 
	SECTION 6.04.	 	Reports by the Trustee
	 	 	26	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE SEVEN
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Remedies of the Trustee and
	 	 	 	 
	Debentureholders on Event of Default
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	SECTION 7.01.	 	Events of Default
	 	 	27	 
	SECTION 7.02.	 	Payment of Applicable Debentures on Default; Suit Therefor
	 	 	29	 
	SECTION 7.03.	 	Application of Money Collected by Trustee
	 	 	30	 
	SECTION 7.04.	 	Proceedings by Debentureholders
	 	 	31	 
	SECTION 7.05.	 	Proceedings by Trustee
	 	 	32	 
	SECTION 7.06.	 	Remedies Cumulative and Continuing
	 	 	32	 
	SECTION 7.07.	 	Direction of Proceedings and Waiver of Defaults by Majority
of Debentureholders
	 	 	32	 
	SECTION 7.08.	 	Notice of Defaults
	 	 	33	 
	SECTION 7.09.	 	Undertaking to Pay Costs
	 	 	33	 
	SECTION 7.10.	 	Waiver of Stay or Extension Laws
	 	 	33	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE EIGHT
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Concerning the Trustee
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	SECTION 8.01.	 	Duties and Responsibilities of Trustee
	 	 	33	 
	SECTION 8.02.	 	Reliance on
Documents, Opinions, Etc.
	 	 	34	 
	SECTION 8.03.	 	Responsibility for Recitals, Etc.
	 	 	35	 
	SECTION 8.04.	 	Trustee, Paying Agent or Debenture Registrar May Own Debentures
	 	 	36	 
	SECTION 8.05.	 	Money to be Held in Trust
	 	 	36	 
	SECTION 8.06.	 	Compensation and Expenses of Trustee
	 	 	36	 
	SECTION 8.07.	 	Officers’ Certificate as Evidence
	 	 	36	 
	SECTION 8.08.	 	Conflicting Interest of Trustee
	 	 	37	 
	SECTION 8.09.	 	Eligibility of Trustee
	 	 	37	 
	SECTION 8.10.	 	Resignation or Removal of Trustee
	 	 	37	 
	SECTION 8.11.	 	Acceptance by Successor Trustee
	 	 	38	 
	SECTION 8.12.	 	Succession
by Merger, Etc.
	 	 	39	 
	SECTION 8.13.	 	Limitation on Rights of Trustee as a Creditor
	 	 	39	 






-iii-









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	ARTICLE NINE
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Concerning the Debentureholders
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	SECTION 9.01.	 	Action by Debentureholders
	 	 	40	 
	SECTION 9.02.	 	Proof of Execution by Debentureholders
	 	 	40	 
	SECTION 9.03.	 	Who Deemed Absolute Owners
	 	 	40	 
	SECTION 9.04.	 	Company-Owned Debentures Disregarded
	 	 	40	 
	SECTION 9.05.	 	Revocation of Consents; Future Holders Bound
	 	 	41	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE TEN
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Debentureholders’ Meetings
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	SECTION 10.01.	 	Purposes of Meetings
	 	 	41	 
	SECTION 10.02.	 	Call of Meetings by Trustee
	 	 	41	 
	SECTION 10.03.	 	Call of Meetings by Company or Debentureholders
	 	 	42	 
	SECTION 10.04.	 	Qualifications for Voting
	 	 	42	 
	SECTION 10.05.	 	Regulations
	 	 	42	 
	SECTION 10.06.	 	Voting
	 	 	42	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE ELEVEN
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Supplemental Indentures
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	SECTION 11.01.	 	Supplemental Indentures without Consent of Debentureholders
	 	 	43	 
	SECTION 11.02.	 	Supplemental Indentures with Consent of Debentureholders
	 	 	44	 
	SECTION 11.03.	 	Effect of Supplemental Indentures
	 	 	45	 
	SECTION 11.04.	 	Notation on Debentures
	 	 	45	 
	SECTION 11.05.	 	Evidence of Compliance of Supplemental Indenture to be
Furnished Trustee
	 	 	45	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE TWELVE
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Consolidation, Merger, Conveyance or Transfer
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	SECTION 12.01.	 	Company May Consolidate, Etc., Only on Certain Terms
	 	 	46	 
	SECTION 12.02.	 	Successor Corporation Substituted
	 	 	46	 
	SECTION 12.03.	 	Cooper Parent May Consolidate, Etc., Only on Certain Terms
	 	 	46	 
	SECTION 12.04.	 	Successor Corporation Substituted
	 	 	47	 
	SECTION 12.05.	 	Consolidation, Merger, Etc. of Subsidiary Guarantors
	 	 	47	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE THIRTEEN
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Satisfaction and Discharge of
	 	 	 	 
	Indenture or certain covenants
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	SECTION 13.01.	 	Satisfaction and Discharge of Indenture
	 	 	48	 
	SECTION 13.02.	 	Defeasance Upon Deposit of Money, U.S. Government Obligations
or Eligible Obligations
	 	 	48	 
	SECTION 13.03.	 	Deposited Money, U.S. Government Obligations and Eligible
Obligations to be Held in Trust by Trustee
	 	 	50	 
	SECTION 13.04.	 	Paying Agent to Repay Money Held
	 	 	50	 
	SECTION 13.05.	 	Return of Unclaimed Amounts
	 	 	50	 
	SECTION 13.06.	 	Reinstatement
	 	 	50	 






-iv-









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page
	ARTICLE FOURTEEN
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Immunity of Incorporators, Stockholders,
	 	 	 	 
	Officers and Directors
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	SECTION 14.01.	 	Indenture and Debentures Solely Corporate Obligations
	 	 	51	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE FIFTEEN
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Miscellaneous Provisions
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	SECTION 15.01.	 	Provisions Binding on Company’s Successors
	 	 	51	 
	SECTION 15.02.	 	Official Acts by Successor Corporation
	 	 	51	 
	SECTION 15.03.	 	Addresses
for Notices, Etc.
	 	 	51	 
	SECTION 15.04.	 	New York Contract
	 	 	51	 
	SECTION 15.05.	 	Evidence of Compliance with Conditions Precedent
	 	 	51	 
	SECTION 15.06.	 	Legal Holidays
	 	 	52	 
	SECTION 15.07.	 	Trust Indenture Act to Control
	 	 	52	 
	SECTION 15.08.	 	Debentures Controlling in the Event of Inconsistencies
Between Indenture and Debentures
	 	 	52	 
	SECTION 15.09.	 	Table of
Contents, Headings, Etc.
	 	 	52	 
	SECTION 15.10.	 	Execution in Counterparts
	 	 	52	 
	SECTION 15.11.	 	Judgment Currency; Service of Process
	 	 	52	 
	 	 	 	 	 
	 	 	 	 
	ARTICLE SIXTEEN
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Guarantee
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	SECTION 16.01.	 	Guarantee
	 	 	53	 
	SECTION 16.02.	 	Release of Guarantee
	 	 	54	 
	Acceptance of Trust by Trustee	 	 	58	 
	Testimonium	 	 	58	 
	Signatures	 	 	58	 






-v-









 






     THIS INDENTURE, dated as of November 8, 2005, from Cooper US, Inc., a
corporation duly organized and existing under the laws of the State of Delaware (hereinafter called
the “Company”); Cooper Industries, Ltd., a corporation duly organized and existing under
the laws of Bermuda (hereinafter called “Cooper Parent”); and the following subsidiaries of Cooper
Parent: Cooper B-Line, Inc., a corporation duly organized and existing under the laws of
the State of Delaware; Cooper Bussmann, Inc., a corporation duly organized and existing
under the laws of the State of Delaware; Cooper Crouse-Hinds LLC, a limited liability
company duly organized and existing under the laws of the State of Delaware; Cooper Lighting,
Inc., a corporation duly organized and existing under the laws of the State of Delaware;
Cooper Power Systems, Inc., a corporation duly organized and existing under the laws of
the State of Delaware; and Cooper Wiring Devices, Inc. a corporation duly organized and
existing under the laws of the State of New York to JPMorgan Chase Bank, N.A., a national
banking association existing under the laws of the United States of America, as trustee
(hereinafter called the “Trustee”),



WITNESSETH:




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



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



     WHEREAS, Cooper Parent and the subsidiaries named above (hereinafter collectively called the
“Guarantors”) have determined that it is in their respective best interests to guarantee the
Company’s obligations under the Debentures and this Indenture; and



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



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



-1-









 





ARTICLE ONE




Definitions




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



Additional Amounts:




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



Agent Member:




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



Applicable Debentures:




     The term “Applicable Debentures” shall have the meaning specified in Section 7.01.



Attributable Debt:




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



Board of Directors:




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



Certified Resolutions or Board Resolutions:




     The terms “Certified Resolutions” or “Board Resolutions” shall mean a copy delivered to the
Trustee of a resolution of the Board of Directors certified by the Secretary or Assistant



-2-









 







Secretary of the applicable corporation, to have been duly adopted and to be in full force and
effect on the date of such certification.



Change in the Tax Law:




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



Company:




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



Consolidated Tangible Assets:




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



Cooper Parent:




     The term “Cooper Parent” means Cooper Industries, Ltd. a Bermuda company, and, subject to the
provisions of Article Twelve, shall mean its successors and assigns.



Debenture or Debentures; Outstanding:




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



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




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




-3-









 











Debentureholder or Holder:




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



Depositary:




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



Eligible Obligations:




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



Event of Default:




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



Funded Debt:




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



Global Debenture:




     The term “Global Debenture” shall have the meaning specified in Section 2.11.



Guarantee:




     The term “Guarantee” means any of the joint and several and unconditional and unsubordinated
guarantees by the respective Guarantors of the due and punctual payment of principal of and
premium, if any, on the Debentures and certain other obligations of the Company pursuant to this
Indenture when and as the same shall become due and payable, whether at the stated maturity, by
acceleration, call for redemption, upon a repurchase date or otherwise in accordance with the terms
of the Debentures and this Indenture.



Guarantor or Guarantors:




     The term “Guarantor” means each of Cooper Parent and the following Subsidiaries and the term
“Guarantors” means all such companies collectively: Cooper B-Line, Inc., Cooper Bussmann, Inc.,
Cooper Crouse-Hinds LLC, Cooper Lighting, Inc., Cooper Power Systems, Inc. and Cooper Wiring
Devices, Inc., and, subject to the provisions of Article Twelve shall mean their respective
successors and assigns.



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Indebtedness:




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



Indenture:




     The term “Indenture” shall mean this instrument as originally executed or, if amended or
supplemented as herein provided, as so amended or supplemented.



Intangible Assets:




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



Judgment Currency:




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



Lien:




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



Officers’ Certificate:




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



Opinion of Counsel:




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



Payor:




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



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Person:




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



Principal Office of the Trustee:




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



Principal Property:




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



Relevant Tax Jurisdiction:




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



Required Currency:




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



Responsible Officer:




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



Restricted Subsidiary:




     The term “Restricted Subsidiary” shall mean the Company and any other Subsidiary substantially
all the property of which is located within the continental United States, other than (i) a
Subsidiary primarily engaged in financing, including, without limitation, lending on the security
of, purchasing or discounting (with or without recourse) receivables, leases, obligations or



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other claims arising from or in connection with the purchase or sale of products or services, (ii)
a Subsidiary primarily engaged in leasing or insurance, (iii) a Subsidiary primarily engaged in
financing Cooper Parent’s or any Restricted Subsidiary’s operations outside the continental United
States, or (iv) a Subsidiary included in the Tools and Hardware segment of Cooper Parent’s
consolidated operations which for purposes of this Indenture includes Cooper Industries, LLC and
any direct or indirect subsidiary thereof.



Sale and Leaseback Transaction:




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



Secured Indebtedness:




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



Shares:




     The term “Shares” shall mean as to any corporation all the issued and outstanding equity
shares (except for directors’ qualifying shares) of such corporation.



Subsidiary:




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



Trustee:




     The term “Trustee” shall mean JPMorgan Chase Bank, N.A., a national banking association, and,
subject to the provisions of Article Eight hereof, shall mean its successors and assigns as Trustee
hereunder.



Trust Indenture Act of 1939:




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



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U.S. Government Obligations:




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



Voting Shares:




     The term “Voting Shares” shall mean, as to Shares of a particular corporation, outstanding
Shares of any class of such corporation entitled to vote in the election of directors, excluding
Shares entitled so to vote only upon the happening of some contingency.



ARTICLE TWO




Issue, Description, Execution, Registration and Exchange of Debentures




     SECTION 2.01. Issuable in Series; Unlimited Aggregate Principal Amount. The aggregate
principal amount of Debentures that may be issued by the Company and authenticated and delivered
under this Indenture is unlimited. The Debentures may, at the election of and as authorized by the
Board of Directors to be evidenced by a Board Resolution, be issued in one or more series, and
shall be designated generally as debentures, notes, bonds and other evidences of indebtedness, as
the case may be, with such further particular designations added or incorporated in such title for
the Debentures of any particular series as the Board of Directors may determine as provided in
Section 2.02. Each Debenture shall bear upon the face thereof the designation so selected for the
series to which it belongs and shall be dated the date of its authentication. All Debentures of
any one series shall be substantially identical except as to denomination and except as may
otherwise be provided in the Certified Resolution or in an indenture supplemental hereto provided
in the Certified Resolution or in an indenture supplemental hereto provided to the Trustee pursuant
to Section 2.02(A).



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




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




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






	 	(a)	 	designation;
	 
	 	(b)	 	date;
	 
	 	(c)	 	date or dates of maturity, or the method by which such
date or dates are to be determined;
	 
	 	(d)	 	interest rate or rates or the method of determining such
rate or rates, if any, and modifications to Section 2.10 hereof, if any;
	 
	 	(e)	 	interest payment dates, if any;
	 
	 	(f)	 	the place or places for the payment of principal and for
the payment of interest, if any;
	 
	 	(g)	 	denominations;
	 
	 	(h)	 	limitation upon the aggregate principal amount of
Debentures of the particular series which may be issued, if any (except for
Debentures issued pursuant to Sections 2.05, 2.06, 2.07 and 4.03);
	 
	 	(i)	 	provisions, if any, for the payment of principal, premium
or interest, without deduction for taxes, assessments or governmental
charges, or for reimbursement of taxes, assessments or governmental charges
in case of payment by the holders;
	 
	 	(j)	 	provisions, if any, reserving to the Company the right,
or obligating the Company at the option of the holder thereof, to redeem all
or any part of the Debentures of the particular series before maturity at
such time or times, upon such notice, at such redemption price or prices
(together with accrued interest to the date of redemption) and upon such
other terms (which terms may be in addition to, in substitution for, in
subtraction from or in modification of (or any combination of the foregoing)
the provisions of this Indenture with respect to redemption of Debentures)
as may be specified in the respective forms of Debentures;
	 
	 	(k)	 	provisions, if any, for any sinking, purchase or
analogous fund with respect to the Debentures of the particular series,
which provisions may be in addition to, in substitution for, in subtraction
from or in modification of (or any combination of the foregoing) the
provisions of this Indenture with respect to sinking, purchase or analogous
funds;
	 
	 	(l)	 	provisions, if any, for the issuance of Debentures
bearing no interest rate or to be sold at a premium or with an original
issue discount and provisions, if any, for the determination of the portion
or portions of any Debentures sold at a discount that shall be required for
any request, demand, authorization, notice, direction, consent or waiver;
	 
	 	(m)	 	Events of Default with respect to the Debentures of a
particular series which Events of Default may be in addition to, in
substitution for, in subtraction from or in modification of (or any
combination of the foregoing) the Events of Default provided in Section
7.01, and the remedies with respect thereto;
	 
	 	(n)	 	provisions, if any, for the Debentures of a particular
series to be denominated, and payments thereon to be made, in currencies
other than the




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	 	 	 	U.S. dollar or in units based on or relating to such other currencies
(including European currency units);
	 
	 	(o)	 	provisions, if any, for the defeasance of Debentures of a
particular series (including provisions permitting defeasance of less than
all Debentures of a particular series), which provisions may be in addition
to, in substitution for, in subtraction from, or in modification of (or any
combination of the foregoing) the provisions of Article Thirteen;
	 
	 	(p)	 	covenants, if any, with respect to the Debentures of a
particular series, which covenants may be in addition to, in substitution
for, in subtraction from or modification of (or any combination of the
foregoing) the covenants set forth in Sections 5.05 and 5.06;
	 
	 	(q)	 	whether the Debentures of a particular series shall be
issued in whole or in part in the form of one or more Global Debentures and,
in any such case, (i) the Depositary for such Global Debenture or Global
Debentures and (ii) the circumstances under which any such Global Debenture
may be registered in the name of, and under which any transfer of such
Global Debenture may be registered in the name of, any Person other than
such Depositary or its nominee, if other than as set forth in Section 2.11;
and
	 
	 	(r)	 	any other provisions expressing or referring to the terms
and conditions upon which the Debentures of that series are to be issued
under this Indenture which are permitted to be set forth in a Certified
Resolution pursuant to this Section 2.02(A) or an indenture supplemental
hereto or which are not in conflict with the provisions of this Indenture;
and






	 	(ii)	 	the form of such series of Debentures;






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




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	 	 	 	and binding obligations of the Company; and that the Debentures of the series then
applied for, when issued, will be entitled to the benefits of this Indenture,
equally and ratably with all other Debentures of such series theretofore issued and
then Outstanding;






	 	(E)	 	an Officers’ Certificate stating that the Company is not in default under the
Indenture and that the issuance of the additional Debentures applied for will not
result in any breach of any of the terms, conditions or provisions of, or constitute a
default under, the Company’ articles of incorporation or code of regulations or any
indenture, mortgage, deed of trust or other agreement or instrument to which the
Company is a party or by which it is bound, or any order of any court or administrative
agency entered in any proceeding to which the Company is a party or by which it may be
bound or to which it may be subject; and that all conditions precedent provided in this
Indenture relating to the authentication and delivery of the additional Debentures
applied for have been complied with; and
	 
	 	(F)	 	a written order of the Company, signed by the President or any Vice President
and the Secretary or any Assistant Secretary of the Company, directing the Trustee to
authenticate and deliver Debentures as provided therein.





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



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



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



     SECTION 2.03. Denominations; Certificate of Authentication. The Debentures shall be issuable
only as registered securities without coupons (subject to Section 11.01(d)) in such denominations
as shall be specified as contemplated by Section 2.02, provided that in the absence of such
specifications with regard to any series of the Debentures, the Debentures of such series shall be
issuable in denominations of $1,000 or any integral multiple thereof.



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



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



	 	 	 	 	 
	 	 	JPMorgan Chase Bank, N.A.
	 	 	    as Trustee
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 

	 	 	 	Authorized Signature






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



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



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



     The Company or any Debenture registrar appointed by the Company shall keep, at said office or
agency, a register in which, subject to such reasonable regulations as it may prescribe, the
Company, or any Debenture registrar appointed by the Company, shall register Debentures and shall
register the transfer of Debentures as in this Article Two provided. Such Debenture register shall
be in written form or in any other form capable of being converted into written form within a
reasonable time. If the Debenture register is not kept by the Trustee it shall at all reasonable
times be open for inspection by the Trustee. Upon due presentment for registration of transfer of
any Debenture at such office or agency, the Company shall execute, and the Trustee shall
authenticate and deliver in the name of the transferee or transferees, a new Debenture or
Debentures of the same series and date of maturity for an equal aggregate principal amount. The
Company hereby



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appoints the Trustee to be Debenture registrar, but reserves the right to change the Debenture
registrar or to itself act as Debenture registrar.



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



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



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



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



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



     Every substituted Debenture of any series issued pursuant to the provisions of this Section
2.06 by virtue of the fact that any Debenture of such series is destroyed, lost or stolen shall
constitute an additional contractual obligation of the Company, whether or not the destroyed, lost
or stolen Debenture of such series shall be found at any time, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other Debentures of such
series duly issued hereunder. All Debentures of any series shall be held and owned upon the
express condition that, to the extent permitted by law, the foregoing provisions are exclusive with



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respect to the replacement or payment of mutilated, destroyed, lost or stolen Debentures of such
series and shall preclude any and all other rights or remedies notwithstanding (to the extent
permitted by applicable law) any law or statute existing or hereafter enacted to the contrary with
respect to the replacement or payment of negotiable instruments or other securities without their
surrender.



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



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



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



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



     SECTION 2.11. Global Debentures; Depositary. For the purposes of this Indenture, the term
“Agent Member” shall mean a member of, or participant in, a Depositary; the term “Depositary” shall
mean, with respect to Debentures issuable or issued in whole or in part in the



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



     If a particular series of Debentures are to be issued in whole or in part in the form of one
or more Global Debentures, as specified in a Certified Resolution, or in an indenture supplemental
hereto, pursuant to Section 2.02, then the Company shall execute and the Trustee shall, in
accordance with Section 2.03 with respect to such series, authenticate and deliver each such Global
Debenture, which (i) shall represent and shall be denominated in a principal amount equal to the
aggregate principal amount of the Debentures of such series to be represented by such Global
Debenture, (ii) shall be registered in the name of the Depositary for such Global Debenture or its
nominee, (iii) shall be delivered by the Trustee to such Depositary or pursuant to such
Depositary’s instruction and (iv) unless otherwise specified in such Certified Resolution or
indenture supplemental hereto, shall bear a legend substantially to the following effect: “Unless
and until it is exchanged in whole or in part for individual certificates evidencing the Debentures
represented hereby, this Global Debenture may not be transferred except as a whole (i) by the
Depositary to a nominee of the Depositary or (ii) by a nominee of the Depositary to the Depositary
or another nominee of the Depositary or (iii) by the Depositary or any such nominee to a successor
Depositary or a nominee of such successor Depositary.”



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



     No Global Debenture may be transferred except as a whole (i) by the Depositary to a nominee of
the Depositary or (ii) by a nominee of the Depositary to the Depositary or another nominee of the
Depositary or (iii) by the Depositary or any such nominee to a successor Depositary or a nominee of
such successor Depositary. Except as provided above, owners solely



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of beneficial interest in a Global Debenture shall not be entitled to receive physical delivery of
Debentures of such series in definitive form and will not be considered the Holders thereof for any
purpose under this Indenture.



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



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



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



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



ARTICLE THREE




Sinking Funds




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



     The sinking fund payment required to be made under the terms of the Debentures of any series
is herein referred to as a “mandatory sinking fund payment”, and any sinking fund payment that is
not required to be made but is permitted by the terms of the Debentures of any series is herein
referred to as an “optional sinking fund payment”. Unless otherwise provided for by the



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terms of the Debentures of any series, the cash amount of any sinking fund payment may be subject
to reduction as provided in Section 3.02. Each sinking fund payment shall be applied to the
redemption of the Debenture of any series as provided for by the terms of the Debentures of such
series.



     SECTION 3.02. Satisfaction of Sinking Fund Payments with Debentures. The Company may, at its
option, as specified by it in an Officers’ Certificate delivered to the Trustee pursuant to Section
3.03 reduce and satisfy the obligation to make a mandatory sinking fund payment in the amount of
the redemption price, together with accrued interest to the redemption date on Debentures otherwise
to be redeemed, of any Debentures (a) acquired by the Company and delivered by it to the Trustee
for cancellation or (b) redeemed otherwise than through the operation of the mandatory sinking
fund, and in each case under clauses (a) and (b) delivered or redeemed on or prior to the date of
delivery of such Officers’ Certificate and not theretofore made the basis for a reduction of a
mandatory sinking fund payment.



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



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



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Trustee, together with other moneys, if necessary, to be deposited sufficient for the purpose, to
the payment of the principal of the Debentures of such series at maturity.



ARTICLE FOUR




Redemption of Debentures




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



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



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



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



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



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



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



     SECTION 4.04. Optional Redemption For Tax Reasons. The Company shall be entitled to redeem
all, but not part, of the Debentures if as a result of any change in or amendment to the laws,
regulations or rulings of the Relevant Tax Jurisdiction or any change in the official application
or interpretation of such laws, regulations or rulings, or any change in the official application
or interpretation of, or any execution of or amendment to, any treaty or treaties affecting
taxation to which such Relevant Tax Jurisdiction is a party (a “Change in Tax Law”), the Payor is
or would be required on the occasion of the next payment of principal or interest in respect of the
Debentures to pay Additional Amounts pursuant to Section 5.09 and the payment of such Additional
Amounts cannot be avoided by the use of any reasonable measures available to the Payor. The Change
in Tax Law must become effective on or after the original issue date with respect to the
Debentures. Notwithstanding anything to the contrary contained in this Article IV, the Company
must (i) deliver to the trustee at least 30 days before the redemption date an opinion of
independent legal counsel of recognized standing to the effect that the Payor has or will become
obligated to pay Additional Amounts as a result of such Change in Tax Law and (ii) provide the
holders with notice of the intended redemption at least 30 days and no more than 60 days before the
redemption date. The redemption price will equal the principal amount of the Debentures plus
accrued interest to the redemption date.



ARTICLE FIVE




Particular Covenants of the Company

and Cooper Parent




     SECTION 5.01. Payment of Principal, Premium and Interest. With respect to each series of
Debentures, the Company covenants and agrees that it will duly and punctually pay or cause to be
paid the principal of, premium, if any, and interest, if any, on the Debentures of such



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series at the place, at the respective times and in the manner provided in the Debentures of such
series.




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



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



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




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




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




     (b) If the Company shall act as its own paying agent with respect to any series of
Debentures, it will, on or before each due date for the payment of the principal of, premium, if
any, or interest, if any, on any of the Debentures of a series, set aside, segregate and hold in
trust for the benefit of such holders of the Debentures of such series a sum sufficient to pay
such principal, premium, if any, or interest, if any, so becoming due and will promptly notify
the Trustee in writing of any failure to take such action and of any failure by the Company (or
by any other obligor on such Debentures of such series) to make any payment of the principal of,
premium, if any, or interest, if any, on any of the Debentures of such series when the same
shall become due and payable.




     (c) Anything in this Section 5.04 to the contrary notwithstanding, the Company may, at any
time, for the purpose of obtaining a satisfaction and discharge of this Indenture in accordance
with Sections 13.01 and 13.02, or for any other reason, pay or cause to be paid to



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the Trustee all sums held in trust by it, or any paying agent hereunder, as required by this
Section 5.04, such sums to be held by the Trustee upon the trusts herein contained.




     (d) Anything in this Section 5.04 to the contrary notwithstanding, the agreement to hold
sums in trust as provided in this Section 5.04 is subject to Sections 13.03 through 13.05.




     (e) The Company hereby appoints the Trustee to act as paying agent for all series of
Debentures, but reserves the right to change the paying agent or to itself act as paying agent.



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




     (a) Liens on property (including any Shares or Indebtedness) of any corporation existing at
the time such corporation becomes a Restricted Subsidiary or arising thereafter pursuant to
contractual commitments entered into prior to and not in contemplation of such corporation’s
becoming a Restricted Subsidiary;




     (b) Liens on property (including any Shares or Indebtedness) existing at the time of
acquisition of such property by Cooper Parent or a Restricted Subsidiary, or Liens to secure the
payment of all or any part of the purchase price of such property created upon the acquisition
of such property by Cooper Parent or a Restricted Subsidiary, or Liens to secure any Secured
Indebtedness incurred by Cooper Parent or a Restricted Subsidiary prior to, at the time of, or
within one year after the later of the acquisition, the completion of construction (including
any improvements, alterations or repairs to existing property) or the commencement of commercial
operation of such property, which Secured Indebtedness is incurred for the purpose of financing
all or any part of the purchase price thereof or construction or improvements, alterations or
repairs thereon; provided, however, that in the case of any such acquisition, construction or
improvement, alteration or repair the Lien shall not apply to any property theretofore owned by
Cooper Parent or a Restricted Subsidiary, other than, in the case of any such construction or
improvement, any theretofore unimproved real property or portion thereof on which the property
so constructed, or the improvement, is located and any other property not then constituting a
Principal Property;




     (c) Liens securing Secured Indebtedness of any Restricted Subsidiary owing to Cooper Parent
or to another Restricted Subsidiary;




     (d) Liens on property of a corporation existing at the time such corporation is merged or
consolidated with Cooper Parent or a Restricted Subsidiary or at the time of a sale, lease or
other disposition of the properties of a corporation as an entirety or substantially as an
entirety to Cooper Parent or a Restricted Subsidiary or arising thereafter pursuant to
contractual



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commitments entered into by such corporation prior to and not in contemplation of such
merger, consolidation, sale, lease or other disposition;




     (e) Liens on property of Cooper Parent or a Restricted Subsidiary in favor of the United
States of America or any State thereof, or any department, agency or instrumentality or
political subdivision of the United States of America or any State thereof, or in favor of any
other country, or any political subdivision thereof, or in favor of any trustee or mortgagee
acting on behalf, or for the benefit of, any of the foregoing, to secure partial, progress,
advance or other payments pursuant to any contract or statute or to secure any Indebtedness
incurred for the purpose of financing all or any part of the purchase price or the cost of
construction of the property subject to such Liens (including without limitation Liens incurred
in connection with pollution control, industrial revenue or similar financings) and any other
Liens incurred or assumed in connection with the issuance of industrial revenue or private
activity bonds the interest on which is exempt from Federal income taxation pursuant to Section
103(b) of the Internal Revenue Code of 1986, as amended;




     (f) Liens existing on the first date on which a Debenture is authenticated by the Trustee;




     (g) Liens on any property (including any Shares or Indebtedness) not constituting a
Principal Property;




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



     Notwithstanding the foregoing provisions, Cooper Parent and any one or more Restricted
Subsidiaries may create, assume, guarantee or incur Secured Indebtedness which would otherwise be
subject to the foregoing restrictions in an aggregate amount which, together with (i) all other
Secured Indebtedness of Cooper Parent and its Restricted Subsidiaries which would otherwise be
subject to the foregoing restrictions (not including Secured Indebtedness secured by Liens
permitted under clauses (a) through (h) above); and (ii) all Attributable Debt outstanding pursuant
to, and not excluded from this calculation by, Section 5.06, does not at the time exceed 15% of
Consolidated Tangible Assets.



     SECTION 5.06. Sale and Leaseback Transactions. So long as any of the Debentures remain
outstanding, Cooper Parent will not, and will not permit any Restricted Subsidiary to, enter into
any Sale and Leaseback Transaction unless (A) the sum of (i) the Attributable Debt outstanding
pursuant to such Sale and Leaseback Transaction, (ii) all Attributable Debt outstanding pursuant to
all other Sale and Leaseback Transactions entered into by Cooper Parent and any Restricted
Subsidiary after the date on which a Debenture is authenticated by the Trustee, and (iii) the
aggregate of all Secured Indebtedness outstanding (excluding the Secured Indebtedness permitted by
clauses (a) through (h) of Section 5.05 and further without regard to Secured Indebtedness of
Cooper Parent or any Restricted Subsidiary if the Debentures are secured equally and ratably with
(or prior to) such Secured Indebtedness) does not exceed 15% of Consolidated Tangible Assets or (B)
an amount equal to the greater of (i) the amount of the net



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proceeds to Cooper Parent or the Restricted Subsidiary entering into such Sale and Leaseback
Transaction or (ii) the fair market value of such property, as determined by Cooper Parent’s Board
of Directors (in the case of (i) or (ii), after repayment of, or otherwise taking into account, as
the case may be, the amount of any Secured Indebtedness secured by a Lien encumbering such property
which Secured Indebtedness existed immediately prior to such Sale and Leaseback Transaction) is
applied to retirement of Funded Debt within one year after the consummation of such Sale and
Leaseback Transaction; provided, however, the covenant contained in this Section 5.06 shall not
apply to, and there shall be excluded from Attributable Debt in any computation under Section 5.05
or this Section 5.06, Attributable Debt with respect to any Sale and Leaseback Transaction if:




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




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




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




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



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



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



     SECTION 5.09. Payment of Additional Amounts. If any taxes, assessments or other governmental
charges are imposed by the jurisdiction, other than the United States, where Cooper Parent or a
successor (a “Payor”) is organized or otherwise considered to be a resident for tax purposes, any
jurisdiction, other than the United States, from or through which the Payor makes a payment on the
Debentures, or, in each case, any political organization or governmental authority thereof or
therein having the power to tax (the “Relevant Tax Jurisdiction”) in respect of any payments under
the Debentures, the Payor shall pay to each holder of a Debenture, to the extent it may lawfully do
so, such additional amounts (“Additional Amounts”) as may be necessary in order that the net
amounts paid to such holder will be not less than the amount specified in such Debenture to which
such holder is entitled; provided, however, the Payor shall not be required to make any payment of
Additional Amounts for or on account of:




     (a) any tax, assessment or other governmental charge which would not have been imposed but
for (i) the existence of any present or former connection between such holder (or between a
fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, such
holder, if such holder is an estate, trust, partnership, limited liability company or
corporation) and the Relevant Tax Jurisdiction including, without limitation, such holder (or
such fiduciary, settlor, beneficiary, member, shareholder or possessor) being or having been a
citizen or resident thereof or being or having been present or engaged in a trade or business
therein or having or having had a permanent establishment therein or (ii) the presentation of a
Debenture (where presentation is required) for payment on a date more than 30 days after (x) the
date on which such payment became due and payable or (y) the date on which payment thereof is
duly provided for, whichever occurs later;




     (b) any estate, inheritance, gift, sales, transfer, personal property or similar tax,
assessment or other governmental charge;




     (c) any tax, assessment or other governmental charge which is payable otherwise than by
withholding from payment of (or in respect of) principal of, premium, if any, or any interest
on, the Debentures;



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     (d) any tax, assessment or other governmental charge that is imposed or withheld by reason
of the failure by the holder or the beneficial owner of the Debenture to comply with a request
of the Payor addressed to the holder to provide information, documents or other evidence
concerning the nationality, residence or identity of the holder or such beneficial owner which
is required by a statute, treaty, regulation or administrative practice of the taxing
jurisdiction as a precondition to exemption from all or part of such tax, assessment or other
governmental charge; or




     (e) any combination of the above;


nor will Additional Amounts be paid with respect to any payment of the principal of, or any premium
or interest on, any Debenture to any holder who is a fiduciary or partnership or limited liability
company or other than the sole beneficial owner of such payment to the extent such payment would be
required by the laws of the Relevant Tax Jurisdiction to be included in the income for tax purposes
of a beneficiary or settlor with respect to such fiduciary or a member of such partnership, limited
liability company or beneficial owner who would not have been entitled to such Additional Amounts
had it been the holder of such Debenture.



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




ARTICLE SIX




Debentureholders’ Lists and Reports by the Company and the Trustee




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



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




     (b) Debentureholders may communicate as provided in Section 312(b) of the Trust Indenture
Act with other Debentureholders with respect to their rights under this Indenture or under the
Securities.




     (c) Each and every holder of the Debentures, by receiving and holding the same, agrees with
the Company and the Trustee that neither the Company nor the Trustee, nor any paying



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agent, nor any Debenture registrar shall be held accountable by reason of the disclosure of
any such information as to the names and addresses of the holders of Debentures in accordance
with the provisions of subsection (b) of this Section 6.02, regardless of the source from which
such information was derived, and that the Trustee shall not be held accountable by reason of
mailing any material pursuant to a request made under said subsection (b).



     SECTION 6.03. Reports by the Company or Cooper Parent. (a) The Company or Cooper Parent, as
applicable, agrees to file with the Trustee, within thirty days after the Company or Cooper Parent,
as applicable, is required to file the same with the Securities and Exchange Commission, copies of
the annual reports and of the information, documents and other reports (or copies of such portions
of any of the foregoing as said Commission may from time to time by rules and regulations
prescribe) which the Company or Cooper Parent, as applicable, may be required to file with said
Commission pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934; or, if
the Company or Cooper Parent, as applicable, is not required to file information, documents or
reports pursuant to either of such Sections, then to file with the Trustee and said Commission, in
accordance with rules and regulations prescribed from time to time by said Commission, such of the
supplementary and periodic information, documents and reports which may be required pursuant to
Section 13 of the Securities Exchange Act of 1934 in respect of a security listed and registered on
a national securities exchange as may be prescribed from time to time in such rules and
regulations.




     (b) The Company or Cooper Parent, as applicable, agrees to file with the Trustee and the
Securities and Exchange Commission, in accordance with the rules and regulations prescribed from
time to time by said Commission, such additional information, documents and reports with respect
to compliance by the Company or Cooper Parent, as applicable, with the conditions and covenants
provided for in this Indenture as may be required from time to time by such rules and
regulations. The Company will at all times comply with Section 314(a) of the Trust Indenture
Act.




     Delivery of such reports, information and documents to the Trustee is for informational
purposes only, and the Trustee’s receipt of such shall not constitute constructive notice of any
information contained therein or determinable from information contained therein, including the
Company’s and Cooper Parent’s, as the case may be, compliance with any of its covenants
hereunder (as to which the Trustee is entitled to conclusively rely exclusively on an Officers’
Certificate).




     (c) Cooper Parent agrees to transmit by mail to all holders of Debentures, as the names and
addresses of such holders appear upon the Debenture register, within thirty days after the
filing thereof with the Trustee, such summaries of any information, documents and reports
required to be filed by the Company or Cooper Parent, as applicable, pursuant to subsections (a)
and (b) of this Section 6.03 as may be required by rules and regulations prescribed from time to
time by the Securities and Exchange Commission.



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




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



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



ARTICLE SEVEN




Remedies of the Trustee and Debentureholders on Event of Default




     SECTION 7.01. Events of Default. “Event of Default” with respect to any series of Debentures
means each one of the events specified below in this Section 7.01, unless it is either inapplicable
to a particular series or is specifically deleted or modified in the Certified Resolution under
Section 2.02 relating to such series or any supplemental indenture under which such series of
Debentures is issued, and any other events as may be specified in the Certified Resolution under
Section 2.02 relating to such series or any supplemental indenture under which such series of
Debentures is issued. In case one or more of the following Events of Default shall have occurred
and be continuing:




     (a) default in the payment of any installment of interest upon any of the Debentures of
such series, as and when the same shall become due and payable, and continuance of such default
for a period of thirty days; or




     (b) default in the payment of the principal of or premium, if any, on any of the Debentures
of such series, as and when the same shall become due and payable (subject to subsection (c)
below) either at maturity, upon redemption, by declaration or otherwise; or




     (c) default in the making of any payment for a sinking, purchase or analogous fund provided
for in respect of any of the Debentures of such series as and when the same shall become due and
payable, and continuance of such default for a period of thirty days; or




     (d) failure on the part of the Company duly to observe or perform any other of the
covenants or agreements on the part of the Company in respect of the Debentures of such series,
or in this Indenture contained with respect to such series, for a period of ninety days after
the date on which written notice of such failure, requiring the Company to remedy the same,
shall have been given to the Company by the Trustee, or to the Company and the Trustee by the
holders of at least twenty-five percent in aggregate principal amount of the Debentures of such
series at the time Outstanding; or




     (e) entry of a decree or order for relief in respect of the Company by a court having
jurisdiction in the premises in an involuntary case under any applicable bankruptcy, insolvency
or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator or other similar official of the Company or for any substantial
part of its property, or ordering the winding-up or liquidation of its affairs and the
continuance of such decree or order unstayed and in effect for a period of ninety consecutive
days; or




     (f) commencement by the Company of a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or consent by the Company to the



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entry of an order for relief in an involuntary case under any such law, or consent by the
Company to the appointment of or taking possession by a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of the Company or for any substantial part of
its property, or any general assignment by the Company for the benefit of creditors, or failure
by the Company generally to pay its debts as they become due, or the taking by the Company of
any corporate action in furtherance of any of the foregoing; or




     (g) failure on the part of the Guarantors duly to observe or perform any other of the
covenants or agreements on the part of the Guarantors in respect of the Debentures of such
series, or in this Indenture contained with respect to such series, for a period of ninety days
after the date on which written notice of such failure, requiring the Guarantors to remedy the
same, shall have been given to the Guarantors by the Trustee, or to the Guarantors and the
Trustee by the holders of at least twenty-five percent in aggregate principal amount of the
Debentures of such series at the time outstanding; or




     (h) entry of a decree or order for relief in respect of Cooper Parent by a court having
jurisdiction in the premises in an involuntary case under any applicable bankruptcy, insolvency
or other similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator or other similar official of Cooper Parent or for any
substantial part of its property, or ordering the winding-up or liquidation of its affairs and
the continuance of such decree or order unstayed and in effect for a period of ninety
consecutive days; or




     (i) commencement by Cooper Parent of a voluntary case under any applicable bankruptcy,
insolvency or other similar law now or hereafter in effect, or consent by Cooper Parent to the
entry of an order for relief in an involuntary case under any such law, or consent by Cooper
Parent to the appointment of or taking possession by a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of Cooper Parent or for any substantial part
of its property, or any general assignment by Cooper Parent for the benefit of creditors, or
failure by Cooper Parent generally to pay its debts as they become due, or the taking by Cooper
Parent of any corporate action in furtherance of any of the foregoing; or




     (j) the guarantee of any debt security by Cooper Parent ceases to be, or is asserted in
writing by Cooper US or Cooper Parent not to be, in full force and effect or enforceable in
accordance with its terms (except as otherwise contemplated or permitted by the terms of the
Guarantee or this Indenture);


then in the case in which any Event of Default specified in Section 7.01 (e), (f), (h) or (i) shall
have occurred, all Applicable Debentures (as hereinafter defined) shall automatically become due
and payable immediately without further action or notice, and in each and every case in which any
other Event of Default shall have occurred and shall be continuing, unless the principal of all of
the Applicable Debentures shall have already become due and payable, either the Trustee or the
holders of not less than twenty-five percent in aggregate principal amount of the Applicable
Debentures then Outstanding hereunder, by notice in writing to the Company (and to the Trustee if
given by holders of the Applicable Debentures), may declare the principal of all the Applicable
Debentures (or such portion thereof as may be provided in the Certified Resolution under Section
2.02 relating to such series or any supplemental indenture under which such Applicable Debentures
are issued) to be due and payable immediately and upon any such declaration the same shall become
and shall be immediately due and payable, anything contained in this Indenture or in the Applicable
Debentures to the contrary notwithstanding. The term “Applicable Debentures” shall mean the
Debentures of a series with respect to which an Event of Default shall have


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occurred and be continuing and unless otherwise specifically provided with respect to a particular
series of Debentures in the Certified Resolutions under Section 2.02 relating to such series or any
indentures supplemental to this Indenture under which such series of Debentures are issued shall
refer to Debentures on a series by series basis such that the provisions hereof shall be applied
separately to each series of Debentures affected by such Event of Default. Any declaration
pursuant to this Section 7.01 is, however, subject to the condition that if, at any time after the
principal of the Applicable Debentures shall have been so declared due and payable, and before any
judgment or decree for the payment of the money due shall have been obtained or entered as
hereinafter provided, the Company shall pay or shall deposit with the Trustee a sum sufficient to
pay all matured installments or interest upon all the Applicable Debentures and the principal of
and premium, if any, on any and all Applicable Debentures which shall have become due otherwise
than by acceleration, with interest on overdue installments of interest (to the extent that payment
of such interest is enforceable under applicable law) and on such principal and premium, if any, at
the rate borne by the Applicable Debentures, or at such other rate as may be provided in the
Certified Resolution under Section 2.02 relating to such series or any supplemental indenture under
which such Applicable Debentures are issued, to the date of such payment or deposit, and all sums
paid or advances made by the Trustee hereunder and all amounts owing the Trustee under Section
8.06, and any and all Events of Default under this Indenture with respect to the Applicable
Debentures, other than the nonpayment of principal of and accrued interest on Applicable Debentures
which shall have become due by acceleration, shall have been remedied, cured or waived, then and in
every such case the holders of a majority in aggregate principal amount of the Applicable
Debentures then Outstanding, by written notice to the Company and to the Trustee, may waive all
defaults related to such Applicable Debentures and rescind and annul such declaration and its
consequences; but no such waiver or rescission and annulment shall extend to or shall affect any
subsequent default or shall impair any right consequent thereon.




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



     SECTION 7.02. Payment of Applicable Debentures on Default; Suit Therefor. The Company
covenants that (a) in case defaults shall be made in the payment of any installment of interest
upon any of the Applicable Debentures as and when the same shall become due and payable, and such
default shall have continued for a period of thirty days, or (b) in case default shall be made in
the payment of the principal of and premium, if any, on any of the Applicable Debentures as and
when the same shall have become due and payable (subject to subsection (c) below), whether at
maturity of the Applicable Debentures or upon redemption or by declaration or otherwise, or (c) in
case default shall be made in the payment for any sinking, purchase or analogous fund provided for
in respect of any of the Applicable Debentures as and when the same shall become due and payable,
and such default shall have continued for a period of thirty days, then, upon demand of the
Trustee, the Company will pay to the Trustee, for the benefit of the holders of the Applicable
Debentures, the whole amount that then shall have become due and payable on all such Applicable
Debentures for principal and premium, if any, or interest, or both, as the case may be, with
interest upon the overdue principal and premium, if any, and (to the extent that payment of such
interest is enforceable under applicable law) upon the overdue installments of interest at the rate
borne by the Applicable Debentures or at such other rate as may



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be provided in the Certified Resolution under Section 2.02 relating to such series or any
supplemental indenture under which such Applicable Debentures are issued; and, in addition thereto,
such further amount as shall be sufficient to cover all amounts owing the Trustee under Section
8.06.



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



     In case there shall be pending proceedings for the bankruptcy or for the reorganization of the
Company or any other obligor on the Debentures under the Federal Bankruptcy Code or any other
applicable law, or in case a receiver or trustee shall have been appointed for the property of the
Company or such other obligor, or in the case of any similar judicial proceedings relative to the
Company or other obligor under the Debentures, or to the creditors or property of the Company or
such other obligor, the Trustee, irrespective of whether the principal of the Debentures shall then
be due and payable as therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand pursuant to the provisions of this Section 7.02, shall be
entitled and empowered, by intervention in such proceedings or otherwise, to file and prove a claim
or claims for the whole amount of principal, premium and interest owing and unpaid in respect of
the Debentures, and to file such proofs of claim and other papers or documents as may be necessary
or advisable in order to have the claims of the Trustee (including any amounts owing the Trustee
under Section 8.06) and of the holders of Debentures allowed in such judicial proceedings relative
to the Company or any other obligor on the Debentures, its or their creditors, or its or their
property, and to collect and receive any money or other property payable or deliverable on any such
claims, and to distribute the same after the deduction of its charges and expenses; and any
receiver, assignee or trustee in bankruptcy or reorganization is hereby authorized by each of the
holders of Debentures to make such payments to the Trustee, and, in the event that the Trustee
shall consent to the making of such payments directly to the Debentureholders, to pay to the
Trustee any amounts owing the Trustee under Section 8.06 up to the date of such distribution.



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



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



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




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




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




     Third: In case the principal of any of the Outstanding Debentures of such
series shall have become due, by declaration or otherwise, to the payment of the whole
amount then owing and unpaid upon the Debentures of such series for principal, premium, if
any, and interest, if any, with interest on the overdue principal and premium, if any, and
(to the extent permitted by applicable law and to the extent that such interest has been
collected by the Trustee) upon overdue installments of interest at the rate borne by the
Debentures of such series or at such other rate as may be provided in the Certified
Resolution under Section 2.02 relating to such series or any supplemental indenture under
which such series of Debentures is issued; and in case such money shall be insufficient to
pay in full the whole amounts so due and unpaid upon the Debentures of such series, then to
the payment of such principal, premium, if any, and interest, if any, without preference or
priority of principal and premium, if any, over interest, if any, of interest over principal
and premium, if any, or if any installment of interest over any other installment of
interest, or of any Debenture of such series over any other Debenture of such series ratably
to the aggregate of such principal, premium, if any, and accrued and unpaid interest, if
any; and




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



     SECTION 7.04. Proceedings by Debentureholders. No holder of any Applicable Debenture of any
series shall have any right by virtue of or by availing himself of any provision of this Indenture
to institute any suit, action or proceeding in equity or at law upon or under or with respect to
this Indenture or for the appointment of a receiver or trustee, or for any other remedy hereunder,
in each case with respect to an Event of Default related to such Applicable Debentures, unless such
holder previously shall have given to a Responsible Officer of the Trustee written notice of
default with respect to the Applicable Debentures of such series and of the continuance thereof, as
hereinbefore provided, and unless also the holders of not less than twenty-five percent in
aggregate principal amount of such Applicable Debentures then outstanding shall have made written
request upon the Trustee to institute such action, suit or proceeding in its own name as Trustee
hereunder and shall have offered to the Trustee reasonable indemnity against the costs, expenses
and liabilities to be incurred therein or thereby, and the Trustee for sixty days after its



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receipt of such notice, request and offer of indemnity, shall have failed to institute any such
action, suit or proceeding and no direction inconsistent with such written request shall have been
given to the Trustee during such sixty-day period by the holders of a majority in principal amount
of the outstanding Debentures, it being understood and intended and being expressly covenanted by
the holder of every Debenture of a series with every other holder of a Debenture of such series and
the Trustee, that no one or more holders of Debentures of such series shall have any right in any
manner whatever by virtue of or by availing himself or themselves of any provision of this
Indenture to affect, disturb or prejudice the rights of any other holder of such Debentures, or to
obtain or seek to obtain priority over or preference to any other such holder, or to enforce any
right under this Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all holders of Debentures of such series.



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



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



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



     SECTION 7.07. Direction of Proceedings and Waiver of Defaults by Majority of Debentureholders.
The holders of a majority in aggregate principal amount of the Debentures of any series at the
time outstanding shall have the right to direct the time, method, and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on
the Trustee with respect to the Debentures of such series; provided, however, that (subject to the
provisions of Section 8.01) the Trustee shall have the right to decline to follow any such
direction if the Trustee being advised by counsel determines that the action or proceeding so
directed may not lawfully be taken or if the Trustee in good faith by its board of directors or
trustees, executive committee, or a trust committee of directors or trustees and/or Responsible
Officers shall determine that the action or proceedings so directed would involve the Trustee in



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personal liability or would be unduly prejudicial to the holders of Debentures of such series not
joining in such direction. Prior to any declaration accelerating the maturity of the Debentures of
any series, the holders of a majority in aggregate principal amount of the Debentures of such
series at the time outstanding may, on behalf of the holders of all of the Debentures of such
series, waive any past default or Event of Default hereunder with respect to such series and its
consequences except a default in the payment of the principal of, premium, if any, or interest, if
any, or any of the Debentures of such series, or in respect of a covenant or provision hereof which
under Article Eleven cannot be modified or amended without the consent of the holder of each
outstanding Debenture of such series affected. Upon any such waiver the Company, the Trustee and
the holders of the Debentures of such series shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or other default (as
defined in Section 7.08) or Event of Default or impair any right consequent thereon. Whenever any
default or Event of Default hereunder shall have been waived as permitted by this Section 7.07 said
default or Event of Default shall for all purposes of the Debentures of such series and this
Indenture be deemed to have been cured and to be not continuing.



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



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



     SECTION 7.10. Waiver of Stay or Extension Laws. The Company covenants and agrees (to the
extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants or performance of
this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not hinder, delay or impede
the



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execution of any power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.



ARTICLE EIGHT




Concerning the Trustee




     SECTION 8.01. Duties and Responsibilities of Trustee. The Trustee prior to the occurrence of
an Event of Default and after the curing of all Events of Default which may have occurred and are
continuing, undertakes to perform such duties and only such duties as are specifically set forth in
this Indenture. In case an Event of Default has occurred and is continuing (which has not been
cured or waived) the Trustee shall exercise such of the rights and powers vested in it by this
Indenture, and use the same degree of care and skill in their exercise, as a prudent person would
exercise or use under the circumstances in the conduct of such person’s own affairs.



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




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




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




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




     (b) the Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer or Officers of the Trustee, unless it shall be proved that the Trustee was
negligent in ascertaining the pertinent facts;




     (c) the Trustee shall not be liable with respect to any action taken or omitted to be taken
by it in good faith in accordance with the direction of the holders of not less than a majority
in principal amount of the Debentures of any series at the time Outstanding determined as
provided in Section 9.04 relating to the time, method, and place of conducting any proceeding
for any remedy available to the Trustee with respect to the Debentures of such series, or
exercising any trust or power conferred upon the Trustee with respect to the Debentures of such
series under this Indenture; and



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     (d) no provision of this Indenture shall require the Trustee to expend or risk its own
funds or otherwise incur any financial liability in the performance of any of its duties
hereunder or in the exercise of any of its rights or powers if it shall have reasonable grounds
for believing that repayment of such funds or adequate indemnity against such risk or liability
is not reasonably assured to it.



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




     (a) the Trustee may rely and shall be protected in acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, consent, order, bond, debenture or
other paper or document believed by it to be genuine and to have been signed or presented by the
proper party or parties;




     (b) any request, direction, order or demand of the Company mentioned herein shall be
sufficiently evidenced by an Officers’ Certificate (unless other evidence in respect thereof be
herein specifically prescribed); and any resolution of the Board of Directors may be evidenced
to the Trustee by a Certified Resolution;




     (c) the Trustee may consult with counsel and any advice or Opinion of Counsel shall be full
and complete authorization and protection in respect of any action taken or omitted by it
hereunder in good faith and in accordance with such advice or Opinion of Counsel;




     (d) the Trustee shall be under no obligation to exercise any of the rights or powers vested
in it by this Indenture at the request, order or direction of any of the Debentureholders
pursuant to the provisions of this Indenture, unless such Debentureholders shall have offered to
the Trustee reasonable security or indemnity against the costs, expenses and liabilities which
may be incurred therein or thereby;




     (e) the Trustee shall not be liable for any action taken or omitted by it in good faith and
believed by it to be authorized or within the discretion or rights or powers conferred upon it
by this Indenture;




     (f) prior to the occurrence of an Event of Default with respect to any series of Debentures
hereunder and after the curing or waiving of all Events of Default with respect to such series
of Debentures, the Trustee shall not be bound to make any investigation into the facts or
matters stated in any resolution, certificate, statement, instrument, opinion, report, notice,
request, consent, order, bond, debenture or other paper or document with respect to such series
of Debentures, unless requested in writing to do so by the holders of not less than a majority
in principal amount of Debentures of such series then outstanding; provided, however, that if
the payment within a reasonable time to the Trustee of the costs, expenses or liabilities likely
to be incurred by it in the making of such investigation is, in the opinion of the Trustee, not
reasonably assured to the Trustee by the security afforded to it by the terms of this Indenture,
the Trustee may require reasonable indemnity against such expenses or liability as a condition
to so proceeding;




     (g) the Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder directly or by or through agents or counsel, and the Trustee shall not be responsible
for any misconduct or negligence on the part of any agent or counsel appointed with due care by
it hereunder;



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     (h) the Trustee shall not be deemed to have knowledge or notice of any Event of Default or
defaults hereunder unless a Responsible Officer of the Trustee shall have actual knowledge
thereof or unless the holders of not less than twenty-five percent of the outstanding Debentures
of any series as to which there exists an Event of Default or default gives notice of such Event
of Default or default; and




     (i) the permissive rights of the Trustee enumerated herein shall not be construed as
duties.



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



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



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



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



     When the Trustee incurs expenses or renders services in connection with an Event of Default
specified in Section 7.01(e) or Section 7.01(f), the expenses (including the reasonable charges and
expenses of its counsel) and the compensation for the services are intended to constitute expenses
of administration under any applicable Federal or state bankruptcy, insolvency



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or other similar law. The provisions of this Section shall survive the termination of this
Indenture and the resignation or removal of the Trustee.



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



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



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



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



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



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




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




     (3) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or
insolvent, or a receiver of the Trustee or of its property shall be appointed, or any public
officer shall take charge or control of the Trustee or its property or affairs for the
purpose of rehabilitation, conservation or liquidation,




then, in any case, the Company may remove the Trustee and appoint a successor Trustee by written
instrument, in duplicate, executed by order of the Board of Directors, one copy of which
instrument shall be delivered to the Trustee so removed and one copy to the successor Trustee,
or, subject to the provisions of Section 7.09, any Debentureholder who has been a bona fide
holder of a Debenture or Debentures for at least six months may, on behalf of himself and all
others similarly situated, petition any court of competent jurisdiction for the removal of the
Trustee and the appointment of a successor trustee. Such court may, thereupon, after such
notice, if any, as it may deem proper and prescribe, remove the Trustee and appoint a successor
Trustee.




     (c) The holders of a majority in aggregate principal amount of the Debentures of a series
at the time Outstanding may at any time remove the Trustee as to that series and appoint a
successor Trustee as to that series.




     (d) Any resignation or removal of the Trustee and any appointment of a successor Trustee
pursuant to any of the provisions of this Section 8.10 shall become effective upon acceptance of
appointment by the successor Trustee as provided in Section 8.11.




     (e) The Company shall give notice of each resignation and each removal of the Trustee and
each appointment of a successor Trustee by mailing written notice of such event by first-class
mail, postage prepaid to the holders of Debentures as their names and addresses appear in the
register. Each such notice shall include the name of the successor Trustee and the address of
its principal corporate trust office. If the Company fails to give such notice within ten days
after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such
notice to be given, at the expense of the Company.



     SECTION 8.11. Acceptance by Successor Trustee. Any successor Trustee appointed as provided in
Section 8.10 shall execute, acknowledge and deliver to the Company and to its predecessor Trustee
an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the
predecessor Trustee shall become effective and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, duties and obligations of its
predecessor hereunder, with like effect as if originally named as Trustee herein; but nevertheless,
on the written request of the Company or of the successor Trustee, the Trustee ceasing to act
shall, upon payment of any amounts then due it pursuant to the provisions of Section 8.06, execute
and deliver an instrument transferring to such successor Trustee all the rights and powers of the
Trustee so ceasing to act. Upon request of any such successor Trustee, the Company shall execute
any and all instruments in writing in order more



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fully and certainly to vest in and confirm to such successor Trustee all such rights and
powers. Any Trustee ceasing to act shall, nevertheless, retain a lien upon all property or funds
held or collected by such Trustee to secure any amounts then due it pursuant to the provisions of
Section 8.06.



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



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



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



     In case at the time such successor Trustee shall succeed to the trusts created by this
Indenture with respect to one or more series of Debentures, any of such Debentures shall have been
authenticated but not delivered, any such successor Trustee may adopt the certificate of
authentication of any predecessor Trustee and deliver such Debentures so authenticated; and in case
at that time any of the Debentures shall not have been authenticated, any successor Trustee



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may authenticate such Debentures either in the name of any predecessor hereunder or in the name of
the successor Trustee; and in all such cases such certificates shall have the full force which it
is anywhere in such Debentures or in this Indenture provided that the certificate of the Trustee
shall have; provided, however, that the right to adopt the certificate of authentication of any
predecessor Trustee or authenticate Debentures in the name of any predecessor Trustee shall apply
only to its successor or successors by merger, conversion or consolidation.



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



ARTICLE NINE




Concerning the Debentureholders




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



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



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



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



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being, or upon his order shall be valid, and, to the extent of the sum or sums so paid,
effectual to satisfy and discharge the liability for money payable upon any such Debenture.



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



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



ARTICLE TEN




Debentureholders’ Meetings




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




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




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



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




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



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



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



     SECTION 10.04. Qualifications for Voting. To be entitled to vote at any meeting of
Debentureholders a Person shall (a) be a holder of one or more Debentures of a series affected by
the action proposed to be taken at the meeting or (b) be a Person appointed by an instrument in
writing as proxy by a holder of one or more such Debentures. The only Persons who shall be
entitled to be present or to speak at any meeting of Debentureholders shall be the Persons entitled
to vote at such meeting and their counsel and any representatives of the Trustee and its counsel
and any representatives of the Company and its counsel.



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



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



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



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



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



ARTICLE ELEVEN




Supplemental Indentures




     SECTION 11.01. Supplemental Indentures without Consent of Debentureholders. The Company and
the Guarantors, each when authorized by a resolution of its Board of Directors, and the Trustee may
from time to time and at any time enter into an indenture or indentures supplemental hereto for one
or more of the following purposes:




     (a) to evidence the succession of another corporation to the Company or a Guarantor, or
successive successions, and the assumption by the successor corporation of the covenants,
agreements and obligations of the Company or a Guarantor, as the case may be, pursuant to
Article Twelve hereof:




     (b) to add to the covenants of the Company or a Guarantor such further Events of Default,
covenants, restrictions or conditions, for the protection of the holders of the Debentures of
any



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series as the Board of Directors of the Company or the Guarantors shall consider to be for
the protection of the holders of Debentures of such series, and to make the occurrence or the
occurrence and continuance of an Event of Default or a default in any of such additional
covenants, restrictions or conditions a default or an Event of Default permitting the
enforcement of all or any of the several remedies provided in this Indenture as herein set
forth; provided, however, that in respect of any such additional Event of Default, covenant,
restriction or condition such supplemental indenture may provide for a particular period of
grace after default (which period may be shorter or longer than that allowed in the case of
other defaults) or may provide for an immediate enforcement upon such default or Event of
Default or may limit the remedies available to the Trustee upon such default or Event of
Default;




     (c) to cure any ambiguity or to correct or supplement any provision contained herein or in
any supplemental indenture or Debentures of a series which may be defective or inconsistent with
any other provision contained herein or in any supplemental indenture or Debentures of a series,
or to make such other provisions in regard to matters or questions arising under this Indenture
or any supplemental indenture or Debentures of a series which shall not adversely affect the
interests of the holders of the Debentures;




     (d) to provide for the issuance of a particular series of Debentures in bearer form with or
without interest coupons;




     (e) to provide for beneficial ownership of all or a portion of a particular series of
Debentures to be evidenced by electronic book-entry (i) at a Depositary, (ii) on the records of
the Company, its agent or a third party other than a Depositary, with the Company, its agent or
a third party holding a certificate or certificates representing such Debentures or portion
thereof, or (iii) any combination of (i) and (ii); provision may be made that beneficial owners
shall not have the right to obtain certificates for such Debentures or portion thereof;




     (f) at the Company’s option, to set forth some or all of the terms of the Debentures of a
particular series in lieu of setting forth such terms in a Certified Resolution pursuant to
Section 2.02;




     (g) to provide for the appointment of a successor Trustee with respect to one or more
series of Debentures pursuant to Section 8.11; or




     (h) to provide for an authenticating agent for the Trustee.



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



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



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



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



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



     SECTION 11.03. Effect of Supplemental Indentures. Any supplemental indenture executed
pursuant to the provision of this Article Eleven shall comply with the Trust Indenture Act of 1939,
as then in effect. Upon the execution of any supplemental indenture pursuant to the provisions of
this Article Eleven, this Indenture shall be and be deemed to be modified and amended in accordance
therewith and the respective rights, limitation of rights, obligations, duties and immunities under
this Indenture of the Trustee, the Company, the Guarantors and the holders of all of the Debentures
or of the Debentures of any series affected, as the case may be, shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications and amendments and
all the terms and conditions of any such supplemental indenture shall be and be deemed to be part
of the terms and conditions of this Indenture for any and all purposes.



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



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



ARTICLE TWELVE




Consolidation, Merger, Conveyance or Transfer




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




     (1) the corporation 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 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, premium, if
any, and interest, if any, on all the Debentures and the performance or observance of every
covenant of this Indenture on the part of the Company to be performed or observed;




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




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



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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 Debentures
and may be dissolved and liquidated.



     SECTION 12.03. Cooper Parent May Consolidate, Etc., Only on Certain Terms. Cooper Parent
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 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 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 Debentures and Cooper Parent’s guarantee of 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 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, merger, conveyance or transfer and such
supplemental indenture comply with this Article Twelve and that all conditions precedent
herein provided for relating 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 or merger, or any
conveyance or transfer of the properties and assets of Cooper Parent substantially as an entirety
in accordance with Section 12.03, the successor corporation formed by such consolidation or 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 Debentures and may
be dissolved and liquidated.



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




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



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     (1) the Person formed by such consolidation or into which such Guarantor is merged or
the Person which acquired by conveyance or transfer the properties and assets of such
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 Debentures and guarantee of the performance or observance of
every covenant of this Indenture on the part of such Guarantor to be performed or observed;
and




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




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



ARTICLE THIRTEEN




Satisfaction and Discharge of Indenture or Certain Covenants




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



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provided for relating to the satisfaction and discharge of this Indenture have been complied
with and at the cost and expense of the Company, shall execute such instruments as may be requested
by the Company acknowledging satisfaction of and discharging this Indenture with respect to such
series of Debentures. Notwithstanding the satisfaction and discharge of this Indenture with
respect to any series of Debentures, the obligations of the Company to the Trustee under Section
8.06 shall survive.




     SECTION 13.02. Defeasance Upon Deposit of Money, U.S. Government Obligations or Eligible
Obligations. At the Company’s option, either (a) the Company shall be deemed to have been
Discharged (as defined below) from its obligations with respect to any series of Debentures on the
ninety-first day after the applicable conditions set forth below have been satisfied or (b) the
Company shall cease to be under any obligation to comply with any term, provision or condition set
forth in Sections 5.05, 5.06 and 12.01 with respect to any series of Debentures and any other
covenants provided in a Certified Resolution delivered to the Trustee pursuant to Section 2.02(A)
hereof or an indenture supplemental hereto with respect to such series of Debentures at any time
after the applicable conditions set forth below have been satisfied:




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




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




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




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



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     “Discharged” means, for purposes of this Section 13.02, that the Company shall be
deemed to have paid and discharged the entire indebtedness represented by, and obligations
under, the Debentures of such series and to have satisfied all the obligations under this
Indenture relating to the Debentures of such series (and the Trustee, at the expense of the
Company, shall execute such instruments as may be requested by the Company acknowledging the
same), except (A) the rights of Holders of Debentures of such series to receive, solely from
the trust fund described in clause (1) above, payment of the principal, premium, if any, and
the interest, if any, on such Debentures when such payments are due; (B) the Company’
obligations with respect to such Debentures under Sections 2.05, 2.06, 5.02 and 13.03; and
(C) the rights, powers, duties and immunities of the Trustee hereunder. Notwithstanding the
satisfaction and discharge of this Indenture with respect to any series of Debentures, the
obligations of the Company to the Trustee under Section 8.06 shall survive.



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



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



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



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



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ARTICLE FOURTEEN




Immunity of Incorporators, Stockholders, Officers and Directors




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



ARTICLE FIFTEEN




Miscellaneous Provisions




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



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



     SECTION 15.03. Addresses for Notices, Etc. Any notice or demand which by any provision of
this Indenture is required or permitted to be given or served by the Trustee or by the holders of
Debentures on the Company shall be deemed to have been sufficiently given or served, for all
purposes, if given or served in writing (until another address is filed by the Company with the
Trustee) to Cooper US, Inc., Suite 5800, 600 Travis, Houston, Texas 77002, Attention: Treasurer.
Any notice, direction, request or demand by any Debentureholder to or upon the Trustee shall be
deemed to have been sufficiently given or served, for all purposes, if given or served in writing
at the principal office of the Trustee which at the date of this Indenture is 4 New York Plaza, New
York New York 10004, Attention: Worldwide Securities Services.



     SECTION 15.04. New York Contract. This Indenture and each Debenture 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 15.05. Evidence of Compliance with Conditions Precedent. Upon any application or
demand by the Company to the Trustee to take any action under any of the provisions of this
Indenture, the Company shall furnish to the Trustee an Officers’ Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the proposed



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action have been complied with and an Opinion of Counsel stating that, in the opinion of such
counsel, all such conditions precedent have been complied with.



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



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



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



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



     SECTION 15.09. Table of Contents, Headings, Etc. The table of contents and the titles and
headings of the articles and sections of this Indenture have been inserted for convenience of
reference only, are not to be considered a part hereof, and shall in no way modify or restrict any
of the terms or provisions hereof.



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



     SECTION 15.11. Judgment Currency; Service of Process. (a) Each of the Company and the
Guarantors agree, to the fullest extent that it may effectively do so under applicable law, that
(i) if for the purpose of obtaining judgment in any court it is necessary to convert the sum due in
respect of the principal of or interest on the Debentures of any series (the “Required Currency”)
into a currency in which a judgment will be rendered (the “Judgment Currency”), the rate of
exchange used shall be the rate at which in accordance with normal banking procedures the Trustee
for such Debentures could purchase in The City of New York the Required Currency with the Judgment
Currency at 10:00 A.M. New York City time, or as close to such time as is reasonably practicable,
on the day on which final unappealable judgment is entered, unless such



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



     (b) The Guarantors hereby irrevocably designate and appoint the Company, 600 Travis, Suite
5800, Houston, Texas as its authorized agent with respect to any suit, action or proceeding based
on or arising out of or relating to this Indenture or any Debentures or the Guarantee, it being
understood that the designation and appointment of the Company as such authorized agent shall
become effective immediately without any further action on the part of the Guarantors. The
Guarantors further agree that service of process upon the Company and written notice of said
service to the Guarantors mailed by prepaid registered first class mail or delivered to the Company
at its principal office, shall be deemed in every respect effective service of process upon the
Guarantors, as applicable, in any such suit, action or proceeding.



ARTICLE SIXTEEN




Guarantee




     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 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 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 Debentures and of this Indenture. In case of the failure of the 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
Debentures 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



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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 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 Debentures or the Indebtedness
evidenced thereby and all demands whatsoever, and covenant that this Guarantee will not be
discharged in respect of the Debentures except by complete performance of the obligations contained
in the Debentures and in such Guarantee. 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
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 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 Debentures upon which
its Guarantee is endorsed against the Company in respect of any amounts paid by the Guarantors on
account of the Debentures 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, premium, if any, and interest,
if any, on all Debentures 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 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 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
Debentures; 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



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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 Debentures, 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 Debentures 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 Debentures 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 Guarantor, other than Cooper Parent, ceases to be a Subsidiary (other than by such
Guarantor’s consolidation with, or merger into, Cooper Parent or another Subsidiary) or such
Guarantor conveys or transfers its properties and assets substantially as an entirety to a
Person other than Cooper Parent or another Subsidiary, then such 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 Guarantor from its obligations under this
Guarantee.




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     JPMorgan
Chase Bank, N.A. hereby accepts the trusts in this Indenture
declared and provided, upon the terms and conditions hereinabove set forth.



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



	 	 	 	 	 	 	 	 	 
	Attest:	 	 	 	COOPER US, INC.
	 
	 	 	 	 	 	 	 	 
	By

	 	/s/ Terrance V. Helz	 	 	 	By	 	/s/ Alan J. Hill
	 

	 	 
	 	 	 	 	 	 
	 

	 	Secretary
	 	 	 	 	 	Alan J. Hill
	 

	 	 	 	 	 	 	 	Vice President and Treasurer
	 
	 	 	 	 	 	 	 	 
	Attest:	 	 	 	COOPER INDUSTRIES, LTD.
	 
	 	 	 	 	 	 	 	 
	By

	 	/s/ Terrance V. Helz	 	 	 	By	 	/s/ Alan J. Hill
	 

	 	 
	 	 	 	 	 	 
	 

	 	Secretary
	 	 	 	 	 	Alan J. Hill
	 

	 	 	 	 	 	 	 	Vice President and Treasurer
	 
	 	 	 	 	 	 	 	 
	Attest:	 	 	 	COOPER B-LINE, INC.
	 
	 	 	 	 	 	 	 	 
	By

	 	/s/ Terrance V. Helz	 	 	 	By	 	/s/ Stephen M. Kole
	 

	 	 
	 	 	 	 	 	 
	 

	 	Secretary
	 	 	 	 	 	Stephen M. Kole, Treasurer






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	Attest:	 	 	 	COOPER BUSSMANN, INC.
	 
	 	 	 	 	 	 	 	 
	By

	 	/s/ Terrance V. Helz	 	 	 	By	 	/s/ Alan J. Hill
	 

	 	 
	 	 	 	 	 	 
	 

	 	Secretary
	 	 	 	 	 	Alan J. Hill, Treasurer
	 
	 	 	 	 	 	 	 	 
	Attest:	 	 	 	COOPER CROUSE-HINDS LLC
	 
	 	 	 	 	 	 	 	 
	By

	 	/s/ Terrance V. Helz	 	 	 	By	 	/s/ Alan J. Hill
	 

	 	 
	 	 	 	 	 	 
	 

	 	Secretary
	 	 	 	 	 	Alan J. Hill, Treasurer
	 
	 	 	 	 	 	 	 	 
	Attest:	 	 	 	COOPER LIGHTING, INC.
	 
	 	 	 	 	 	 	 	 
	By

	 	/s/ Terrance V. Helz	 	 	 	By	 	/s/ Alan J. Hill
	 

	 	 
	 	 	 	 	 	 
	 

	 	Secretary
	 	 	 	 	 	Alan J. Hill, Treasurer
	 
	 	 	 	 	 	 	 	 
	Attest:	 	 	 	COOPER POWER SYSTEMS, INC.
	 
	 	 	 	 	 	 	 	 
	By

	 	/s/ Terrance V. Helz	 	 	 	By	 	/s/ Alan J. Hill
	 

	 	 
	 	 	 	 	 	 
	 

	 	Secretary
	 	 	 	 	 	Alan J. Hill, Treasurer






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	Attest:	 	 	 	COOPER WIRING DEVICES, INC.
	 
	 	 	 	 	 	 	 	 
	By

	 	/s/ Terrance V. Helz	 	 	 	By	 	/s/ Alan J. Hill
	 

	 	 
	 	 	 	 	 	 
	 

	 	Secretary
	 	 	 	 	 	Alan J. Hill, Treasurer






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	JPMorgan Chase Bank, N.A.
	 	 	 	 	 	 	     as Trustee
	 

	 	 	 	 	 	By	 	/s/ Paul J. Schmalzel
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	Vice President
	 

	 	 	 	 	 	Name:	 	Paul J. Schmalzel
	 

	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Title:	 	Vice President
	 

	 	 	 	 	 	 	 	 






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