exv4w2



 






Exhibit 4.2




REGISTRATION RIGHTS AGREEMENT




     This REGISTRATION RIGHTS AGREEMENT dated November 8, 2005 (the “Agreement”) is entered
into by and among Cooper US, Inc., a Delaware corporation (the “Company”), Cooper Industries, Ltd.,
a company existing under the laws of Bermuda (“Parent”), the subsidiaries (the “Subsidiary
Guarantors” and, together with Parent, the “Guarantors”) of Parent identified in Schedule 2 to the
Purchase Agreement (as defined below) and Banc of America Securities LLC and Citigroup Global
Markets Inc., as representatives (together, the “Representatives”) of the several initial
purchasers (the “Initial Purchasers”) named in Schedule 1 to the Purchase Agreement.



     The Company, the Guarantors and the Initial Purchasers are parties to the Purchase Agreement
dated November 3, 2005 (the “Purchase Agreement”), which provides for the sale by the Company to
the Initial Purchasers of $325,000,000 aggregate principal amount of the Company’s 5.250% Senior
Notes due 2012 (the “Securities”) which will be guaranteed on an unsecured senior basis by the
Guarantors. As an inducement to the Initial Purchasers to enter into the Purchase Agreement, the
Company and the Guarantors have agreed to provide to the Initial Purchasers and their direct and
indirect transferees the registration rights set forth in this Agreement. The execution and
delivery of this Agreement is a condition to the closing under the Purchase Agreement.



     In consideration of the foregoing, the parties hereto agree as follows:



     1. Definitions. As used in this Agreement, the following terms shall have the
following meanings:



     “Business Day” shall mean any day that is not a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to remain closed.



     “Closing Date” shall mean the Closing Date as defined in the Purchase Agreement.



     “Company” shall have the meaning set forth in the preamble and shall also include the
Company’s successors.



     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.



     “Exchange Dates” shall have the meaning set forth in Section 2(a)(ii) hereof.



     “Exchange Offer” shall mean the exchange offer by the Company and the Guarantors of Exchange
Securities for Transfer Restricted Securities pursuant to Section 2(a) hereof.



 









 





     “Exchange Offer Registration” shall mean a registration under the Securities Act effected
pursuant to Section 2(a) hereof.



     “Exchange Offer Registration Statement” shall mean an exchange offer registration statement on
Form S-4 (or, if applicable, on another appropriate form) and all amendments and supplements to
such registration statement, in each case including the Prospectus contained therein, all exhibits
thereto and any document incorporated by reference therein.



     “Exchange Securities” shall mean senior notes to be issued by the Company and to be guaranteed
by the Guarantors under the Indenture containing terms identical to the Securities (except that the
Exchange Securities will not be subject to restrictions on transfer or to any increase in annual
interest rate for failure to comply with this Agreement) and to be offered to Holders of Securities
in exchange for Securities pursuant to the Exchange Offer.



     “Guarantors” shall have the meaning set forth in the preamble and shall also include a
Guarantor’s successors.



     “Holders” shall mean the Initial Purchasers, for so long as they own any Transfer Restricted
Securities, and each of their successors, assigns and direct and indirect transferees who become
owners of Transfer Restricted Securities under the Indenture; provided that for purposes of
Sections 4 and 5 of this Agreement, the term “Holders” shall include Participating Broker-Dealers.



     “Initial Purchasers” shall have the meaning set forth in the preamble.



     “Indenture” shall mean the Indenture relating to the Securities dated as of November 8,
2005 among the Company the Guarantors and JPMorgan Chase Bank, N.A., as trustee.



     “Majority Holders” shall mean the Holders of a majority of the aggregate principal amount of
outstanding Transfer Restricted Securities; provided that whenever the consent or approval of
Holders of a specified percentage of Transfer Restricted Securities is required hereunder, Transfer
Restricted Securities owned directly or indirectly by the Company or any of its affiliates shall
not be counted in determining whether such consent or approval was given by the Holders of such
required percentage or amount.



     “Participating Broker-Dealers” shall have the meaning set forth in Section 4(a) hereof.



     “Person” shall mean an individual, partnership, limited liability company, corporation, trust
or unincorporated organization, or a government or agency or political subdivision thereof.



     “Prospectus” shall mean the prospectus included in a Registration Statement, including
any preliminary prospectus, and any such prospectus as amended or



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supplemented by any prospectus supplement, including a prospectus supplement with respect to the
terms of the offering of any portion of the Transfer Restricted Securities covered by a Shelf
Registration Statement, and by all other amendments and supplements to such prospectus, and in each
case including any document incorporated by reference therein.




     “Purchase Agreement” shall have the meaning set forth in the preamble.



     “Registration Default” shall have the meaning set forth in Section 2(d).



     “Registration Expenses” shall mean any and all expenses incident to performance of or
compliance by the Company and the Guarantors with this Agreement, including without limitation: (i)
all SEC, stock exchange or National Association of Securities Dealers, Inc. registration and filing
fees, (ii) all fees and expenses incurred in connection with compliance with state securities or
blue sky laws (including reasonable fees and disbursements of counsel for any Underwriters or
Holders in connection with blue sky qualification of any Exchange Securities or Transfer Restricted
Securities), (iii) all expenses of any Persons in preparing or assisting in preparing, word
processing, printing and distributing any Registration Statement, any Prospectus and any amendments
or supplements thereto, any underwriting agreements, securities sales agreements or other similar
agreements and any other documents relating to the performance of and compliance with this
Agreement, (iv) all rating agency fees, (v) all fees and disbursements relating to the
qualification of the Indenture under applicable securities laws, (vi) the fees and disbursements of
the Trustee and its counsel, (vii) the reasonable fees and disbursements of counsel for the Company
and the Guarantors and, in the case of a Shelf Registration Statement, the reasonable fees and
disbursements of one counsel for the Holders (which counsel shall be selected by the Majority
Holders and which counsel may also be counsel for the Initial Purchasers) and (viii) the fees and
disbursements of the independent public accountants of the Company and the Guarantors, including
the expenses of any special audits or “comfort” letters required by or incident to the performance
of and compliance with this Agreement, but excluding fees and expenses of counsel to the
Underwriters (other than fees and expenses set forth in clause (ii) above) or the Holders and
underwriting discounts and commissions and transfer taxes, if any, relating to the sale or
disposition of Transfer Restricted Securities by a Holder.



     “Registration Statement” shall mean any registration statement of the Company and the
Guarantors that covers any of the Exchange Securities or Transfer Restricted Securities pursuant to
the provisions of this Agreement and all amendments and supplements to any such registration
statement, including post-effective amendments, in each case including the Prospectus contained
therein, all exhibits thereto and any document incorporated by reference therein.



     “SEC” shall mean the Securities and Exchange Commission.



     “Securities Act” shall mean the Securities Act of 1933, as amended from time to time.



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     “Shelf Effectiveness Period” shall have the meaning set forth in Section 2(b) hereof.



     “Shelf Filing Date” shall have the meaning set forth in Section 2(b).



     “Shelf Registration” shall mean a registration effected pursuant to Section 2(b) hereof.



     “Shelf Registration Statement” shall mean a “shelf registration statement of the Company and
the Guarantors that covers all the Transfer Restricted Securities (but no other securities unless
approved by the Holders whose Transfer Restricted Securities are to be covered by such Shelf
Registration Statement) on an appropriate form under Rule 415 under the Securities Act, or any
similar rule that may be adopted by the SEC, and all amendments and supplements to such
registration statement, including post-effective amendments, in each case including the Prospectus
contained therein, all exhibits thereto and any document incorporated by reference therein.



     “Subsidiary Guarantors” shall have the meaning set forth in the preamble and shall also
include a Subsidiary Guarantor’s successors in accordance with the applicable provisions of the
Indenture.



     “Transfer Restricted Securities” shall mean the Securities; provided that the Securities shall
cease to be Transfer Restricted Securities (i) when a Registration Statement with respect to such
Securities has been declared effective under the Securities Act and such Securities have been
exchanged or disposed of pursuant to such Registration Statement, (ii) when such Securities are
distributed to the public pursuant to Rule 144 under the Securities Act or are eligible to be sold
pursuant to Rule 144(k) (or any similar provision then in force, but not Rule 144A) under the
Securities Act or (iii) when such Securities cease to be outstanding.



     “Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended from time to
time.



     “Trustee” shall mean the trustee with respect to the Securities under the Indenture.



     “Underwriter” shall have the meaning set forth in Section 3 hereof.



     “Underwritten Offering” shall mean an offering in which Transfer Restricted Securities
are sold to an Underwriter for reoffering to the public.



     2. Registration Under the Securities Act.



     (a) To the extent not prohibited by any applicable law or applicable interpretations of
the Staff of the SEC, the Company and the Guarantors shall (i) cause to be filed an Exchange Offer
Registration Statement covering an offer to the Holders to exchange all the Transfer Restricted
Securities for Exchange Securities not later than 120 days after the Closing Date, (ii) use their
reasonable best efforts to cause the Exchange Offer Registration Statement to be declared effective
by the SEC not later than 180 days



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after the Closing Date and (iii) use their reasonable best efforts to consummate the Exchange Offer
not later than 220 days after the Closing Date. The Company and the Guarantors shall commence the
Exchange Offer promptly after the Exchange Offer Registration Statement is declared effective by
the SEC and use their reasonable best efforts to complete the Exchange Offer not later than 60 days
after such effective date.




The Company and the Guarantors shall commence the Exchange Offer by mailing the related
Prospectus, appropriate letters of transmittal and other accompanying documents to each Holder
stating, in addition to such other disclosures as are required by applicable law:




     (i) that the Exchange Offer is being made pursuant to this Agreement and that
all Transfer Restricted Securities validly tendered and not properly withdrawn will be
accepted for exchange;




     (ii) the dates of acceptance for exchange (which shall be a period of at least 20
Business Days from the date such notice is mailed) (the “Exchange Dates”);




     (iii) that any Transfer Restricted Securities not tendered, or tendered and
subsequently withdrawn, will remain outstanding and continue to accrue interest but will
not retain any rights under this Agreement or accrue any additional interest under Section
2(d) hereof as a result of such failure to tender any Transfer Restricted Securities;




     (iv) that any Holder electing to have Transfer Restricted Securities exchanged
pursuant to the Exchange Offer will be required to surrender such Transfer Restricted
Securities, together with the appropriate letters of transmittal, to the institution and at
the address (located in the Borough of Manhattan, The City of New York) and in the manner
specified in the notice, prior to the close of business on the last Exchange Date; and




     (v) that any Holder will be entitled to withdraw its election, not later than
the close of business on the last Exchange Date, by sending to the institution and at the
address (located in the Borough of Manhattan, The City of New York) specified in the
notice, a telegram, telex, facsimile transmission or letter setting forth the name of such
Holder, the principal amount of Transfer Restricted Securities delivered for exchange and a
statement that such Holder is withdrawing its election to have such Securities exchanged.



As a condition to participating in the Exchange Offer, a Holder will be required to represent
to the Company and the Guarantors that (i) any Exchange Securities to be received by it will be
acquired in the ordinary course of its business, (ii) at the time of the commencement of the
Exchange Offer it has no arrangement or understanding with any Person to participate in the
distribution (within the meaning of the Securities Act) of the Exchange Securities in violation of
the provisions of the Securities Act, (iii) it is not an “affiliate” (within the meaning of Rule
405 under Securities Act) of the Company or the



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Guarantors and (iv) if such Holder is a broker-dealer that will receive Exchange Securities for its
own account in exchange for Transfer Restricted Securities that were acquired as a result of
market-making or other trading activities, then such Holder will deliver a Prospectus in connection
with any resale of such Exchange Securities.




As soon as practicable after the last Exchange Date, the Company and the Guarantors
shall:




     (i) accept for exchange Transfer Restricted Securities or portions thereof
validly tendered and not properly withdrawn pursuant to the Exchange Offer; and




     (ii) deliver, or cause to be delivered, to the Trustee for cancellation all
Transfer Restricted Securities or portions thereof so accepted for exchange by the Company
and issue, and cause the Trustee to promptly authenticate and deliver to each Holder,
Exchange Securities equal in principal amount to the principal amount of the Transfer
Restricted Securities surrendered by such Holder.



The Company and the Guarantors shall use their reasonable best efforts to complete the
Exchange Offer as provided above and shall comply with the applicable requirements of the
Securities Act, the Exchange Act and other applicable laws and regulations in connection with the
Exchange Offer. The Exchange Offer shall not be subject to any conditions, other than those set
forth in Section 2(a) hereof and that the Exchange Offer does not violate any applicable law or
applicable interpretations of the Staff of the SEC.



(b) If (i) because of any change in law or applicable interpretations thereof by the
SEC’s staff, the Company is not permitted to effect the Exchange Offer as contemplated by Section
2(a) hereof, or (ii) for any other reason the Exchange Offer is not consummated within 220 days
after the Closing Date, or (iii) within 30 days after consummation of the Exchange Offer, any
Initial Purchaser so requests with respect to Securities not eligible to be exchanged for Exchange
Securities in the Exchange Offer and held by it following the consummation of the Exchange Offer,
or (vi) any applicable law or interpretations do not permit any Holder to participate in the
Exchange Offer, or any Holder that participates in the Exchange Offer does not receive freely
transferable Exchange Securities in exchange for tendered Securities, and in either case, requests
within 30 days after consummation of the Exchange Offer, the Company and the Guarantors shall use
their reasonable best efforts to file as promptly as practicable (but in no event more than 45 days
after so required or requested pursuant to this Section 2 or 120 days after the Closing Date,
whichever is later) with the SEC (the “Shelf Filing Date”), and thereafter shall use their
reasonable best efforts to cause to be declared effective, a Shelf Registration Statement on an
appropriate form under the Securities Act relating to the offer and sale of the Transfer Restricted
Securities by the Holders thereof from time to time in accordance with the methods of distribution
set forth in such Shelf Registration Statement.



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     In the event that the Company and the Guarantors are required to file a Shelf Registration
Statement pursuant to clause (iii) of the preceding sentence, the Company and the Guarantors shall
use their reasonable best efforts to file and have declared effective by the SEC both an Exchange
Offer Registration Statement pursuant to Section 2(a) with respect to all Transfer Restricted
Securities and a Shelf Registration Statement (which may be a combined Registration Statement with
the Exchange Offer Registration Statement) with respect to offers and sales of Transfer Restricted
Securities held by the Initial Purchasers after completion of the Exchange Offer.



     The Company and the Guarantors agree to use their reasonable best efforts to keep the Shelf
Registration Statement continuously effective until the expiration of the period referred to in
Rule 144(k) under the Securities Act with respect to the Transfer Restricted Securities or such
shorter period that will terminate when all the Transfer Restricted Securities covered by the Shelf
Registration Statement have been sold pursuant to the Shelf Registration Statement (the “Shelf
Effectiveness Period”). The Company and the Guarantors further agree to supplement or amend the
Shelf Registration Statement and the related Prospectus if required by the rules, regulations or
instructions applicable to the registration form used by the Company for such Shelf Registration
Statement or by the Securities Act or by any other rules and regulations thereunder for shelf
registration or if reasonably requested by a Holder of Transfer Restricted Securities with respect
to information relating to such Holder, and to use their reasonable best efforts to cause any such
amendment to become effective and such Shelf Registration Statement and Prospectus to become usable
as soon as thereafter practicable. The Company and the Guarantors agree to furnish to the Holders
of Transfer Restricted Securities copies of any such supplement or amendment promptly after its
being used or filed with the SEC.



     (c) The Company and the Guarantors shall pay all Registration Expenses in
connection with the registration pursuant to Section 2(a) and Section 2(b) hereof. Each
Holder shall pay all underwriting discounts and commissions and transfer taxes, if any,
relating to the sale or disposition of such Holder’s Transfer Restricted Securities pursuant
to the Shelf Registration Statement.



     (d) An Exchange Offer Registration Statement pursuant to Section 2(a) hereof
or a Shelf Registration Statement pursuant to Section 2(b) hereof will not be deemed to
have become effective unless it has been declared effective by the SEC.



     In the event that (i) the Exchange Offer Registration Statement is not filed with the SEC on
or prior to 120 days after the Closing Date or the Shelf Registration Statement is not filed with
the SEC on or before the Shelf Filing Date, (ii) the Exchange Offer Registration Statement is not
declared effective within 180 days after the Closing Date, or the Shelf Registration Statement is
not declared effective within 90-days after the Shelf Filing Date, (iii) the Exchange Offer is not
consummated on or prior to 220 days after the Closing Date, or (iv) the Shelf Registration
Statement is filed and declared effective by the date required but shall thereafter cease to be
effective (at any time that the Company and the Guarantors are obligated to maintain the
effectiveness thereof) or the Prospectus contained therein ceases to be usable and such failure to
remain effective



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or be usable exists for more than 30 days (whether or not successive) within any 12-month
period (each such event referred to in clauses (i) through (iv), a “Registration Default”), the
Company or the Guarantors, as applicable, will be obligated to pay additional cash interest to each
Holder of Transfer Restricted Securities, during the period of one or more such Registration
Defaults, in an amount equal to 0.25% per annum of the principal amount of Transfer Restricted
Securities held by such Holder during the first 90 day period following such Registration Default,
increasing by an additional 0.25% per annum during each subsequent 90-day period up to a maximum of
0.50% per annum, until (i) the applicable Registration Statement is filed, (ii) the Exchange Offer
Registration Statement or the Shelf Registration Statement, as the case may be, is declared
effective, (iii) the Registered Exchange Offer is consummated, or (iv) the Shelf Registration
Statement again becomes effective, as the case may be. Following the cure of all Registration
Defaults, the accrual of additional interest will cease. The Company shall notify the Trustee
immediately upon the happening of each and every Registration Default. The Company or the
Guarantors, as applicable, shall pay the additional interest due on the Transfer Restricted
Securities by depositing with the Trustee, in trust, for the benefit of the Holders thereof, on the
next interest payment date specified by the Indenture and the Securities, sums sufficient to pay
the additional interest then due. The additional interest due shall be payable on each interest
payment date specified by the Indenture and the Securities to the record holder entitled to receive
the interest payment to be made on such date. Each obligation to pay additional interest shall be
deemed to accrue from and including the date of the applicable Registration Default.




     (e) Without limiting the remedies available to the Initial Purchasers and the Holders,
the Company and the Guarantors acknowledge that any failure by the Company or the Guarantors to
comply with their obligations under Section 2(a) and Section 2(b) hereof may result in material
irreparable injury to the Initial Purchasers or the Holders for which there is no adequate remedy
at law, that it will not be possible to measure damages for such injuries precisely and that, in
the event of any such failure, the Initial Purchasers or any Holder may obtain such relief as may
be required to specifically enforce the Company’s and the Guarantor’s obligations under Section
2(a) and Section 2(b) hereof.



     3. Registration Procedures. In connection with their obligations pursuant to
Section 2(a) and Section 2(b) hereof, the Company and the Guarantors shall as expeditiously
as possible:



     (a) prepare and file with the SEC a Registration Statement on the appropriate
form under the Securities Act, which form (x) shall be selected by the Company and the
Guarantors, (y) shall, in the case of a Shelf Registration, be available for the sale of the
Transfer Restricted Securities by the selling Holders thereof and (z) shall comply as to
form in all material respects with the requirements of the applicable form and include all
financial statements required by the SEC to be filed therewith; and use their reasonable
best efforts to cause such Registration Statement to become effective and remain
effective for the applicable period in accordance with Section 2 hereof;



     (b) prepare and file with the SEC such amendments and post-effective
amendments to each Registration Statement as may be necessary to keep such



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Registration Statement effective for the applicable period in accordance with Section 2
hereof and cause each Prospectus to be supplemented by any required prospectus supplement and, as
so supplemented, to be filed pursuant to Rule 424 under the Securities Act; and keep each
Prospectus current during the period described in Section 4(3) of and Rule 174 under the Securities
Act that is applicable to transactions by brokers or dealers with respect to the Transfer
Restricted Securities or Exchange Securities;




     (c) in the case of a Shelf Registration, furnish to each Holder of Transfer
Restricted Securities, to counsel for the Initial Purchasers, to counsel for such Holders
and to each Underwriter of an Underwritten Offering of Transfer Restricted Securities, if
any, without charge, as many copies of each Prospectus, including each preliminary
Prospectus, and any amendment or supplement thereto, as such person shall reasonably
request, in order to facilitate the sale or other disposition of the Transfer Restricted
Securities thereunder; and the Company and the Guarantors consent to the use of such
Prospectus and any amendment or supplement thereto in accordance with applicable law
by each of the selling Holders of Transfer Restricted Securities and any such
Underwriters in connection with the offering and sale of the Transfer Restricted
Securities covered by and in the manner described in such Prospectus or any amendment
or supplement thereto in accordance with applicable law;



     (d) use their reasonable best efforts to register or qualify, to the extent
required, the Transfer Restricted Securities under all applicable state securities or blue
sky laws of such United States jurisdictions as any Holder of Transfer Restricted
Securities covered by a Registration Statement shall reasonably request in writing by the
time the applicable Registration Statement is declared effective by the SEC; cooperate
with the Holders in connection with any filings required to be made with the National
Association of Securities Dealers, Inc.; and do any and all other acts and things that may
be reasonably necessary or advisable to enable each Holder to complete the disposition in
each such jurisdiction of the Transfer Restricted Securities owned by such Holder;
provided that neither the Company nor the Guarantors shall be required to (i) qualify as a
foreign corporation or other entity or as a dealer in securities in any such jurisdiction
where it would not otherwise be required to so qualify, (ii) file any general consent to
service of process in any such jurisdiction or (iii) subject itself to taxation in any such
jurisdiction if it is not so subject;



     (e) in the case of a Shelf Registration, notify each Holder of Transfer
Restricted Securities, counsel for such Holders and counsel for the Initial Purchasers
promptly and, if requested by any such Holder or counsel, confirm such advice in writing
(i) when a Registration Statement has become effective and when any post-effective
amendment thereto has been filed and becomes effective, (ii) of any request by the SEC
or any state securities authority for amendments and supplements to a Registration
Statement and Prospectus or for additional information after the Registration Statement
has become effective, including a copy of any such request, (iii) of the issuance by the
SEC or any state securities authority of any stop order suspending the effectiveness of a
Registration Statement or the initiation of any proceedings for that purpose, (iv) if,
between the effective date of a Registration Statement and the closing of any sale of
Transfer Restricted Securities covered thereby, the representations and warranties of the



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Company or the Guarantors contained in any underwriting agreement, securities sales agreement or
other similar agreement, if any, relating to an offering of such Transfer Restricted Securities
cease to be true and correct in all material respects or if the Company or the Guarantors receive
any notification with respect to the suspension of the qualification of the Transfer Restricted
Securities for sale in any jurisdiction or the initiation of any proceeding for such purpose, (v)
of the happening of any event during the period a Shelf Registration Statement is effective that
makes any statement made in such Registration Statement or the related Prospectus untrue in any
material respect or that requires the making of any changes in such Registration Statement or
Prospectus in order to make the statements therein not misleading and (vi) of any determination by
the Company or the Guarantors that a post-effective amendment to a Registration Statement would be
appropriate;




     (f) use their reasonable best efforts to obtain the withdrawal of any order
suspending the effectiveness of a Registration Statement at the earliest possible moment
and provide prompt notice to each Holder of the withdrawal of any such order;



     (g) in the case of a Shelf Registration, furnish to each Holder of Transfer
Restricted Securities, without charge, at least one conformed copy of each Registration
Statement and any post-effective amendment thereto (without any documents
incorporated therein by reference or exhibits thereto, unless requested);



     (h) in the case of a Shelf Registration, cooperate with the selling Holders of Transfer
Restricted Securities to facilitate the timely preparation and delivery of certificates
representing Transfer Restricted Securities to be sold and not bearing any restrictive legends and
enable such Transfer Restricted Securities to be issued in such denominations and registered in
such names (consistent with the provisions of the Indenture) as the selling Holders may reasonably
request at least one Business Day prior to the closing of any sale of Transfer Restricted
Securities;



     (i) in the case of a Shelf Registration, upon the occurrence of any event contemplated
by Section 3(e)(v) hereof, use their reasonable best efforts to prepare and file with the SEC a
supplement or post-effective amendment to a Registration Statement or the related Prospectus or any
document incorporated therein by reference or file any other required document so that, as
thereafter delivered to purchasers of the Transfer Restricted Securities, such Prospectus will not
contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not
misleading; and the Company and the Guarantors shall notify the Holders of Transfer Restricted
Securities to suspend use of the Prospectus as promptly as practicable after the occurrence of such
an event, and such Holders hereby agree to suspend use of the Prospectus until the Company and the
Guarantors have amended or supplemented the Prospectus to correct such misstatement or omission;



     (j) a reasonable time prior to the filing of any Registration Statement, any
Prospectus, any amendment to a Registration Statement or amendment or supplement to a Prospectus or
of any document that is to be incorporated by reference into a Registration



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Statement or a Prospectus after initial filing of a Registration Statement, provide copies of
such document to the Initial Purchasers and their counsel (and, in the case of a Shelf Registration
Statement, to the Holders of Transfer Restricted Securities and their counsel) and make such of the
representatives of the Company and the Guarantors as shall be reasonably requested by the Initial
Purchasers or their counsel (and, in the case of a Shelf Registration Statement, the Holders of
Transfer Restricted Securities or their counsel) available for discussion of such document; and the
Company and the Guarantors shall not, at any time after initial filing of a Registration Statement,
file any Prospectus, any amendment of or supplement to a Registration Statement or a Prospectus, or
any document that is to be incorporated by reference into a Registration Statement or a Prospectus,
of which the Initial Purchasers and their counsel (and, in the case of a Shelf Registration
Statement, the Holders of Transfer Restricted Securities and their counsel) shall not have
previously been advised and furnished a copy or to which the Initial Purchasers or their counsel
(and, in the case of a Shelf Registration Statement, the Holders or their counsel) shall reasonably
object;




     (k) obtain a CUSIP number for all Exchange Securities or Transfer Restricted Securities,
as the case may be, not later than the effective date of a Registration Statement;



     (l) to the extent required, cause the Indenture to be qualified under the Trust
Indenture Act in connection with the registration of the Exchange Securities or Transfer Restricted
Securities, as the case may be; cooperate with the Trustee and the Holders to effect such changes
to the Indenture as may be required for the Indenture to be so qualified in accordance with the
terms of the Trust Indenture Act; and execute, and use their reasonable best efforts to cause the
Trustee to execute, all documents as may be required to effect such changes and all other forms and
documents required to be filed with the SEC to enable the Indenture to be so qualified in a timely
manner;



     (m) in the case of a Shelf Registration, make available for inspection by a representative
of the Holders of the Transfer Restricted Securities (an “Inspector”), any Underwriter
participating in any disposition pursuant to such Shelf Registration Statement, and attorneys and
accountants designated by the Holders, at reasonable times and in a reasonable manner, all
pertinent financial and other records, documents and properties of the Company and the Guarantors,
and cause the respective officers, directors and employees of the Company and the Guarantors to
supply all information reasonably requested by any such Inspector, Underwriter, attorney or
accountant in connection with a Shelf Registration Statement, in each case, as shall be reasonably
necessary to enable such persons to conduct a reasonable investigation within the meaning of
Section 11 of the Securities Act; provided that if any such information is identified by
the Company or the Guarantors as being confidential or proprietary, each Person receiving such
information shall take such actions as are reasonably necessary (including execution of a
confidentiality agreement reasonably satisfactory to the Company and the Guarantor) to protect the
confidentiality of such information to the extent such action is otherwise not inconsistent with,
an impairment of or in derogation of the rights and interests of any Inspector, Holder or
Underwriter;



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     (n) if reasonably requested by any Holder of Transfer Restricted Securities
covered by a Registration Statement, promptly incorporate in a Prospectus supplement or
post-effective amendment such information with respect to such Holder as such Holder reasonably
requests to be included therein and make all required filings of such Prospectus supplement or such
post-effective amendment as soon as the Company has received notification of the matters to be
incorporated in such filing; and



     (o) in the case of a Shelf Registration, enter into such customary agreements and take
all such other actions in connection therewith (including those requested by the Holders of a
majority in principal amount of the Transfer Restricted Securities being sold) in order to expedite
or facilitate the disposition of such Transfer Restricted Securities including, but not limited to,
an Underwritten Offering and in such connection, (i) to the extent possible, make such
representations and warranties to the Holders and any Underwriters of such Transfer Restricted
Securities with respect to the business of the Company and its subsidiaries, the Registration
Statement, Prospectus and documents incorporated by reference or deemed incorporated by reference,
if any, in each case, in form, substance and scope as are customarily made by issuers to
underwriters in underwritten offerings and confirm the same if and when requested, (ii) obtain
opinions of counsel to the Company and the Guarantors (which counsel and opinions, in form, scope
and substance, shall be reasonably satisfactory to the Holders and such Underwriters and their
respective counsel) addressed to each selling Holder and Underwriter of Transfer Restricted
Securities, covering the matters customarily covered in opinions requested in underwritten
offerings, (iii) obtain “comfort” letters from the independent certified public accountants of the
Company and the Guarantors (and, if necessary, any other certified public accountant of any
subsidiary of the Company or the Guarantors, or of any business acquired by the Company or the
Guarantors for which financial statements and financial data are or are required to be included in
the Registration Statement) addressed to each selling Holder and Underwriter of Transfer Restricted
Securities, such letters to be in customary form and covering matters of the type customarily
covered in “comfort” letters in connection with underwritten offerings and (iv) deliver such
documents and certificates as may be reasonably requested by the Holders of a majority in principal
amount of the Transfer Restricted Securities being sold or the Underwriters, and which are
customarily delivered in underwritten offerings, to evidence the continued validity of the
representations and warranties of the Company and the Guarantors made pursuant to clause (i) above
and to evidence compliance with any customary conditions contained in an underwriting agreement.



     In the case of a Shelf Registration Statement, the Company may require each Holder of
Transfer Restricted Securities to furnish to the Company such information regarding such
Holder and the proposed disposition by such Holder of such Transfer Restricted Securities as
the Company and the Guarantors may from time to time reasonably request in writing.



     In the case of a Shelf Registration Statement, each Holder of Transfer Restricted Securities
agrees that, upon receipt of any notice from the Company and the Guarantors of the happening of any
event of the kind described in Section 3(e)(iii) or 3(e)(v) hereof, such Holder will forthwith
discontinue disposition of Transfer Restricted Securities



12









 




pursuant to a Registration Statement until such Holder’s receipt of the copies of the supplemented
or amended Prospectus contemplated by Section 3 (i) hereof and, if so directed by the Company and
the Guarantors, such Holder will deliver to the Company and the Guarantors all copies in its
possession, other than permanent file copies then in such Holder’s possession, of the Prospectus
covering such Transfer Restricted Securities that is current at the time of receipt of such notice.




     If the Company and the Guarantors shall give any such notice to suspend the disposition of
Transfer Restricted Securities pursuant to a Registration Statement, the Company and the Guarantors
shall extend the period during which the Registration Statement shall be maintained effective
pursuant to this Agreement by the number of days during the period from and including the date of
the giving of such notice to and including the date when the Holders shall have received copies of
the supplemented or amended Prospectus necessary to resume such dispositions. The Company and the
Guarantors may give any such notice only twice during any 365-day period and any such suspensions
shall not exceed 30 days for each suspension and there shall not be more than two suspensions in
effect during any 365-day period.



     The Holders of Transfer Restricted Securities covered by a Shelf Registration Statement who
desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any
such Underwritten Offering, the investment banker or investment bankers and manager or managers
(the “Underwriters”) that will administer the offering will be selected by the Majority Holders of
the Transfer Restricted Securities included in such offering.



     4. Participation of Broker-Dealers in Exchange Offer.



     (a) The Staff of the SEC has taken the position that any broker-dealer that
receives Exchange Securities for its own account in the Exchange Offer in exchange for
Securities that were acquired by such broker-dealer as a result of market-making or other
trading activities (a “Participating Broker-Dealer”) may be deemed to be an
“underwriter” within the meaning of the Securities Act and must deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of such
Exchange Securities.



     The Company and the Guarantors understand that it is the Staff’s position that if the
Prospectus contained in the Exchange Offer Registration Statement includes a plan of distribution
containing a statement to the above effect and the means by which Participating Broker-Dealers may
resell the Exchange Securities, without naming the Participating Broker-Dealers or specifying the
amount of Exchange Securities owned by them, such Prospectus may be delivered by Participating
Broker-Dealers to satisfy their prospectus delivery obligation under the Securities Act in
connection with resales of Exchange Securities for their own accounts, so long as the Prospectus
otherwise meets the requirements of the Securities Act.



     (b) In light of the above, and notwithstanding the other provisions of this
Agreement, the Company and the Guarantors agree to use their reasonable best efforts to



13









 




keep the Exchange Offer Registration Statement remain effective and to amend or supplement the
Prospectus contained therein, as would otherwise be contemplated by Section 3(i), for a period of
up to 180 days after the last Exchange Date (as such period may be extended pursuant to the
penultimate paragraph of Section 3 of this Agreement), if requested by the Initial Purchasers or by
one or more Participating Broker-Dealers, in order to expedite or facilitate the disposition of any
Exchange Securities by Participating Broker-Dealers consistent with the positions of the Staff
recited in Section 4(a) above. The Company and the Guarantors further agree that Participating
Broker-Dealers shall be authorized to deliver such Prospectus during such period in connection with
the resales contemplated by this Section 4.




     (c) The Initial Purchasers shall have no liability to the Company, the Guarantors or any
Holder with respect to any request that they may make pursuant to Section 4(b) above.



     5. Indemnification and Contribution. (a) The Company and the Guarantors, jointly and
severally, agree to indemnify and hold harmless each Initial Purchaser and each Holder, their
respective affiliates, directors and officers and each Person, if any, who controls any Initial
Purchaser or any Holder within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act, from and against any and all losses, claims, damages and liabilities (including,
without limitation, reasonable legal fees and other expenses incurred in connection with any suit,
action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or
several, that arise out of, or are based upon, any untrue statement or alleged untrue statement of
a material fact contained in any Registration Statement or any Prospectus or any omission or
alleged omission to state therein a material fact required to be stated therein or necessary in
order to make the statements therein, in the light of the circumstances under which they were made,
not misleading, except insofar as such losses, claims, damages or liabilities arise out of, or are
based upon, any untrue statement or omission or alleged untrue statement or omission made in
reliance upon and in conformity with any information furnished to the Company in writing through
the Representatives or any selling Holder expressly for use therein. In connection with any
Underwritten Offering permitted by Section 3, the Company and the Guarantors, jointly and
severally, will also indemnify the Underwriters, if any, selling brokers, dealers and similar
securities industry professionals participating in the distribution, their respective affiliates
and each Person who controls such Persons (within the meaning of the Securities Act and the
Exchange Act) to the same extent as provided above with respect to the indemnification of the
Holders, if requested in connection with any Registration Statement.



     (b) Each Holder agrees, severally and not jointly, to indemnify and hold harmless the
Company, the Guarantors, the Initial Purchasers and the other selling Holders, their respective
affiliates, the directors of the Company and the Guarantors, each officer of the Company and the
Guarantors who signed the Registration Statement and each Person, if any, who controls the Company,
the Guarantors, any Initial Purchaser and any other selling Holder within the meaning of Section 15
of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set
forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities
that arise out



14









 




of, or are based upon, any untrue statement or omission or alleged untrue statement or omission
made in reliance upon and in conformity with any information furnished to the Company in writing by
such Holder expressly for use in any Registration Statement and any Prospectus.




     (c) If any suit, action, proceeding (including any governmental or regulatory
investigation), claim or demand shall be brought or asserted against any Person in respect of which
indemnification may be sought pursuant to either paragraph (a) or (b) above, such Person (the
“Indemnified Person”) shall promptly notify the Person against whom such indemnification may be
sought (the “Indemnifying Person”) in writing; provided that the failure to notify the Indemnifying
Person shall not relieve it from any liability that it may have under this Section 5 except to the
extent that it has been materially prejudiced (through the forfeiture of substantive rights or
defenses) by such failure; and provided, further, that the failure to notify the Indemnifying
Person shall not relieve it from any liability that it may have to an Indemnified Person otherwise
than under this Section 5. If any such proceeding shall be brought or asserted against an
Indemnified Person and it shall have notified the Indemnifying Person thereof, the Indemnifying
Person shall retain counsel reasonably satisfactory to the Indemnified Person to represent the
Indemnified Person and any others entitled to indemnification pursuant to this Section 5 that the
Indemnifying Person may designate in such proceeding and shall pay the fees and expenses of such
counsel related to such proceeding, as incurred. In any such proceeding, any Indemnified Person
shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be
at the expense of such Indemnified Person unless (i) the Indemnifying Person and the Indemnified
Person shall have mutually agreed to the contrary; (ii) the Indemnifying Person has failed within a
reasonable time to retain counsel reasonably satisfactory to the Indemnified Person; (iii) the
Indemnified Person shall have reasonably concluded that there may be legal defenses available to it
that are different from or in addition to those available to the Indemnifying Person; or (iv) the
named parties in any such proceeding (including any impleaded parties) include both the
Indemnifying Person and the Indemnified Person and representation of both parties by the same
counsel would be inappropriate due to actual or potential differing interests between them. It is
understood and agreed that the Indemnifying Person shall not, in connection with any proceeding or
related proceeding in the same jurisdiction, be liable for the fees and expenses of more than one
separate firm (in addition to any local counsel) for all Indemnified Persons, and that all such
fees and expenses shall be reimbursed as they are incurred. Any such separate firm (x) for any
Initial Purchaser, its affiliates, directors and officers and any control Persons of such Initial
Purchaser shall be designated in writing by the Representatives, (y) for any Holder, its
affiliates, directors and officers and any control Persons of such Holder shall be designated in
writing by the Majority Holders and (z) in all other cases shall be designated in writing by the
Company. The Indemnifying Person shall not be liable for any settlement of any proceeding effected
without its written consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the Indemnifying Person agrees to indemnify each Indemnified Person from and against
any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing
sentence, if at any time an Indemnified Person shall have requested that an Indemnifying Person
reimburse the Indemnified Person for fees and expenses of counsel as contemplated by this
paragraph, the Indemnifying Person




15









 







shall be liable for any settlement of any proceeding effected without its written consent if (i)
such settlement is entered into more than 30 days after receipt by the Indemnifying Person of such
request and (ii) the Indemnifying Person shall not have reimbursed the Indemnified Person in
accordance with such request prior to the date of such settlement. No Indemnifying Person shall,
without the written consent of the Indemnified Person, effect any settlement of any pending or
threatened proceeding in respect of which any Indemnified Person is or could have been a party and
indemnification could have been sought hereunder by such Indemnified Person, unless such settlement
(A) includes an unconditional release of such Indemnified Person, in form and substance reasonably
satisfactory to such Indemnified Person, from all liability on claims that are the subject matter
of such proceeding and (B) does not include any statement as to or any admission of fault,
culpability or a failure to act by or on behalf of any Indemnified Person.




     (d) If the indemnification provided for in paragraphs (a) and (b) above is
unavailable to an Indemnified Person or insufficient in respect of any losses, claims,
damages or liabilities referred to therein, then each Indemnifying Person under such
paragraph, in lieu of indemnifying such Indemnified Person thereunder, shall contribute
to the amount paid or payable by such Indemnified Person as a result of such losses,
claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative
benefits received by the Company and the Guarantors from the offering of the Securities
and the Exchange Securities, on the one hand, and by the Holders from receiving
Securities or Exchange Securities registered under the Securities Act, on the other hand,
or (ii) if the allocation provided by clause (i) is not permitted by applicable law, in such
proportion as is appropriate to reflect not only the relative benefits referred to in clause (i)
but also the relative fault of the Company and the Guarantors on the one hand and the
Holders on the other in connection with the statements or omissions that resulted in such
losses, claims, damages or liabilities, as well as any other relevant equitable
considerations. The relative fault of the Company and the Guarantors on the one hand
and the Holders on the other shall be determined by reference to, among other things,
whether the untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by the Company
and the Guarantors or by the Holders and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.



     (e) The Company, the Guarantors and the Holders agree that it would not be
just and equitable if contribution pursuant to this Section 5 were determined by pro rata
allocation (even if the Holders were treated as one entity for such purpose) or by any
other method of allocation that does not take account of the equitable considerations
referred to in paragraph (d) above. The amount paid or payable by an Indemnified
Person as a result of the losses, claims, damages and liabilities referred to in paragraph
(d) above shall be deemed to include, subject to the limitations set forth above, any legal
or other expenses incurred by such Indemnified Person in connection with any such
action or claim. Notwithstanding the provisions of this Section 5, in no event shall a
Holder be required to contribute any amount in excess of the amount by which the total
price at which the Securities or Exchange Securities sold by such Holder exceeds the
amount of any damages that such Holder has otherwise been required to pay by reason of
such untrue or alleged untrue statement or omission or alleged omission. No Person




16










 





guilty of fraudulent misrepresentation (within the meaning of Section 11 (f) of the
Securities Act) shall be entitled to contribution from any Person who was not guilty of such
fraudulent misrepresentation.




     (f) The remedies provided for in this Section 5 are not exclusive and shall not
limit any rights or remedies that may otherwise be available to any Indemnified Person at
law or in equity.



     (g) The indemnity and contribution provisions contained in this Section 5
shall remain operative and in full force and effect regardless of (i) any termination of this
Agreement, (ii) any investigation made by or on behalf of the Initial Purchasers or any
Holder, their respective affiliates or any Person controlling any Initial Purchaser or any
Holder, or by or on behalf of the Company or the Guarantors, their respective affiliates
or the officers or directors of or any Person controlling the Company or the Guarantors,
(iii) acceptance of any of the Exchange Securities and (iv) any sale of Transfer Restricted
Securities pursuant to a Shelf Registration Statement.



     6. General.



     (a) No Inconsistent Agreements. The Company and the Guarantors represent,
warrant and agree that (i) the rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders of any other
outstanding securities issued or guaranteed by the Company or the Guarantors under any
other agreement and (ii) neither the Company nor the Guarantors has entered into, or on
or after the date of this Agreement will enter into, any agreement that is inconsistent with
the rights granted to the Holders of Transfer Restricted Securities in this Agreement or
otherwise conflicts with the provisions hereof.



     (b) Amendments and Waivers. The provisions of this Agreement, including
the provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given unless the
Company and the Guarantors have obtained the written consent of Holders of at least a
majority in aggregate principal amount of the outstanding Transfer Restricted Securities
affected by such amendment, modification, supplement, waiver or consent; provided that
no amendment, modification, supplement, waiver or consent to any departure from the
provisions of Section 5 hereof shall be effective as against any Holder of Transfer
Restricted Securities unless consented to in writing by such Holder. Any amendments,
modifications, supplements, waivers or consents pursuant to this Section 6(b) shall be by
a writing executed by each of the parties hereto.



     (c) Notices. All notices and other communications provided for or permitted
hereunder shall be made in writing by hand-delivery, registered first-class mail,
telecopier, or any courier guaranteeing overnight delivery (i) if to a Holder, at the most
current address given by such Holder to the Company by means of a notice given in
accordance with the provisions of this Section 6(c), which address initially is, with
respect to the Initial Purchasers, the address set forth in the Purchase Agreement; (ii) if to
the Company and the Guarantors, initially at the Company’s address set forth in the



17









 




Purchase Agreement and thereafter at such other address, notice of which is given in accordance
with the provisions of this Section 6(c); and (iii) to such other persons at their respective
addresses as provided in the Purchase Agreement and thereafter at such other address, notice of
which is given in accordance with the provisions of this Section 6(c). All such notices and
communications shall be deemed to have been duly given: at the time delivered by hand, if
personally delivered; five Business Days after being deposited in the mail, postage prepaid, if
mailed; when receipt is acknowledged, if telecopied; and on the next Business Day if timely
delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or
other communications shall be concurrently delivered by the Person giving the same to the Trustee,
at the address specified in the Indenture.




     (d) Successors and Assigns. This Agreement shall inure to the benefit of and
be binding upon the successors, assigns and transferees of each of the parties, including,
without limitation and without the need for an express assignment, subsequent Holders;
provided that nothing herein shall be deemed to permit any assignment, transfer or other
disposition of Transfer Restricted Securities in violation of the terms of the Purchase
Agreement or the Indenture. If any transferee of any Holder shall acquire Transfer
Restricted Securities in any manner, whether by operation of law or otherwise, such
Transfer Restricted Securities shall be held subject to all the terms of this Agreement, and
by taking and holding such Transfer Restricted Securities such Person shall be
conclusively deemed to have agreed to be bound by and to perform all of the terms and
provisions of this Agreement and such Person shall be entitled to receive the benefits
hereof. The Initial Purchasers (in their capacity as Initial Purchasers) shall have no
liability or obligation to the Company or the Guarantors with respect to any failure by a
Holder to comply with, or any breach by any Holder of, any of the obligations of such
Holder under this Agreement.



     (e) Purchases and Sales of Securities. The Company and the Guarantors shall
not, and shall use their reasonable best efforts to cause their affiliates (as defined in Rule
405 under the Securities Act) not to, purchase and then resell or otherwise transfer any
Transfer Restricted Securities.



     (f) Third Party Beneficiaries. Each Holder shall be a third party beneficiary
to the agreements made hereunder between the Company and the Guarantors, on the one
hand, and the Initial Purchasers, on the other hand, and shall have the right to enforce
such agreements directly to the extent it deems such enforcement necessary or advisable
to protect its rights or the rights of other Holders hereunder.



     (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the parties hereto in separate counterparts, each of which when so
executed shall be deemed to be an original and all of which taken together shall constitute
one and the same agreement.



     (h) Headings. The headings in this Agreement are for convenience of reference only, are
not a part of this Agreement and shall not limit or otherwise affect the
meaning hereof.



18









 





     (i) Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York.



     (j) Waiver of Immunity. To the extent that the Company has or hereafter may acquire any
immunity (sovereign or otherwise) from any legal action, suit or proceeding, from jurisdiction of
any court or from set-off or any legal process (whether service or notice, attachment in aid or
otherwise) with respect to itself or any of its property, the Company hereby irrevocably waives and
agrees not to plead or claim such immunity in respect of its obligations under this Agreement.



     (k) Miscellaneous. This Agreement contains the entire agreement between the parties
relating to the subject matter hereof and supersedes all oral statements and prior writings with
respect thereto. If any term, provision, covenant or restriction contained in this Agreement is
held by a court of competent jurisdiction to be invalid, void or unenforceable or against public
policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated. The
Company, the Guarantors and the Initial Purchasers shall endeavor in good faith negotiations to
replace the invalid, void or unenforceable provisions with valid provisions the economic effect of
which comes as close as possible to that of the invalid, void or unenforceable provisions.



19









 





     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written
above.



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	COOPER US, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Alan J. Hill	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Alan J. Hill	 	
	 

	 	 	 	Title: Vice President and Treasurer		
	 
	 	 	 	 	 	 
	 	 	COOPER INDUSTRIES, LTD.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Alan J. Hill	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name: Alan J. Hill	 	 
	 

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

	 	By	 	/s/ Stephen M. Kole	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title: Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	COOPER BUSSMANN, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Alan J. Hill	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title: Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	COOPER CROUSE-HINDS, LLC	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Alan J. Hill	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title: Treasurer	 	 






Signature Page to Registration Rights Agreement




 









 





	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	COOPER LIGHTING, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Alan J. Hill	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title: Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	COOPER POWER SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Alan J. Hill	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title: Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	COOPER WIRING DEVICES, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By	 	/s/ Alan J. Hill	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Title: Treasurer	 	 






Confirmed and accepted as of the date first above written:




BANK OF
AMERICA SECURITIES LLC 
CITIGROUP GLOBAL MARKETS INC.




By: CITIGROUP GLOBAL MARKETS INC.




	 	 	 	 	 
	 

	 	 	 	 
	By:
	 	/s/ John Schafer	 	 
	 	 	 	 	 
	 

	 	Name: John Schafer	 	 
	 

	 	Title: Director	 	 






For themselves and on behalf of the

several Initial Purchasers




Signature Page to Registration Rights Agreement





21