EXHIBIT 4.2 INGERSOLL-RAND COMPANY LIMITED and THE BANK OF NEW YORK, as Rights Agent Rights Agreement Dated as of October 31, 2001 TABLE OF CONTENTSRights Agreement • October 30th, 2001 • Ingersoll Rand Co LTD • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
EXHIBIT 1.1 INGERSOLL-RAND COMPANY LIMITED DEBT SECURITIES UNDERWRITING AGREEMENT STANDARD PROVISIONSIngersoll Rand Co LTD • May 17th, 2002 • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
ANDIngersoll Rand Co LTD • March 13th, 2002 • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
VOTING AGREEMENTVoting Agreement • October 30th, 2001 • Ingersoll Rand Co LTD • Air-cond & warm air heatg equip & comm & indl refrig equip
EXHIBIT 2.1 STOCK AND ASSET PURCHASE AGREEMENTStock and Asset Purchase Agreement • October 17th, 2002 • Ingersoll Rand Co LTD • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
INDENTUREIngersoll Rand Co LTD • May 17th, 2002 • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
AGREEMENT AND PLAN OF MERGER DATED AS OF DECEMBER 15, 2007 AMONG INGERSOLL-RAND COMPANY LIMITED, INDIAN MERGER SUB, INC. AND TRANE INC.Agreement and Plan of Merger • December 17th, 2007 • Ingersoll Rand Co LTD • General industrial machinery & equipment • Delaware
AGREEMENT AND PLAN OF MERGER (this “Agreement”) dated as of December 15, 2007, among INGERSOLL-RAND COMPANY LIMITED, a Bermuda corporation (“Parent”), INDIAN MERGER SUB, INC., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), and TRANE, INC., a Delaware corporation (the “Company”).
INDENTURE Dated as of , 2014 Among INGERSOLL-RAND LUXEMBOURG FINANCE S.A., INGERSOLL-RAND PLC, INGERSOLL-RAND GLOBAL HOLDING COMPANY LIMITED, INGERSOLL- RAND COMPANY LIMITED, INGERSOLL-RAND COMPANY, INGERSOLL-RAND INTERNATIONAL HOLDING LIMITED and THE...Indenture • October 23rd, 2014 • Ingersoll Rand Co LTD • General industrial machinery & equipment • New York
CREDIT AGREEMENT dated as of August 12, 2005 among Ingersoll-Rand Company and Ingersoll-Rand Company Limited The Banks Listed Herein and Citicorp USA, Inc., as Syndication Agent and Bank of America, N.A., Deutsche Bank Securities Inc., The Bank of...Credit Agreement • March 1st, 2006 • Ingersoll Rand Co LTD • General industrial machinery & equipment • New York
CREDIT AGREEMENT dated as of August 12, 2005 among INGERSOLL-RAND COMPANY, INGERSOLL-RAND COMPANY LIMITED, the BANKS listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITICORP USA, INC., as Syndication Agent, and BANK OF AMERICA, N.A., DEUTSCHE BANK SECURITIES INC., THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH AND UBS SECURITIES LLC, as Documentation Agents.
EXHIBIT 10.8 AMENDED AND RESTATED AGREEMENT This AGREEMENT, amended and restated as of October 1, 2001, is between INGERSOLL-RAND COMPANY, a New Jersey corporation (the "Company"), and _________ (the "Employee"). Unless otherwise indicated, terms used...Agreement • March 13th, 2002 • Ingersoll Rand Co LTD • Air-cond & warm air heatg equip & comm & indl refrig equip • New Jersey
Commercial Paper Dealer Agreement (4(2) Program; Guaranteed) Among: INGERSOLL- RAND GLOBAL HOLDING COMPANY LIMITED, a Bermuda company, as Issuer, INGERSOLL- RAND COMPANY LIMITED, a Bermuda company, as Guarantor andCommercial Paper Dealer Agreement • May 29th, 2008 • Ingersoll Rand Co LTD • General industrial machinery & equipment • New York
This agreement (the “Agreement”) sets forth the understandings among the Issuer, the Guarantor and the Dealer, each named on the cover page hereof, in connection with the issuance and sale by the Issuer of its short-term promissory notes (the “Notes”) through the Dealer.
INITIAL PURCHASE AND CONTRIBUTION AGREEMENT Dated as of March 31, 2009 Among SCHLAGE LOCK COMPANY LLC as Seller and VON DUPRIN LLC as Purchaser and INGERSOLL-RAND COMPANY as Collection AgentInitial Purchase and Contribution Agreement • May 8th, 2009 • Ingersoll Rand Co LTD • General industrial machinery & equipment • New York
SCHLAGE LOCK COMPANY LLC, a Delaware limited liability company, as the seller (the “Seller”), VON DUPRIN LLC, an Indiana limited liability company, as the purchaser (the “Purchaser”), and INGERSOLL-RAND COMPANY, a New Jersey corporation (“IR Company”), as the initial Collection Agent (as defined below), agree as follows:
TERTIARY PURCHASE AGREEMENT Dated as of March 31, 2009 Among IR INDUSTRIAL RECEIVABLES FUNDING LLC as Seller and IR RECEIVABLES FUNDING TRUST as Purchaser and INGERSOLL-RAND COMPANY as Collection AgentTertiary Purchase Agreement • May 8th, 2009 • Ingersoll Rand Co LTD • General industrial machinery & equipment • New York
IR INDUSTRIAL RECEIVABLES FUNDING LLC, a Delaware limited liability company, as the seller (the “Seller”), IR RECEIVABLES FUNDING TRUST, a Delaware statutory trust, as the purchaser (the “Purchaser”), and INGERSOLL-RAND COMPANY, a New Jersey corporation (“IR Company”), as the initial Collection Agent (as defined below), agree as follows:
INGERSOLL-RAND GLOBAL HOLDING COMPANY LIMITED EXCHANGEABLE DEBT SECURITIES UNDERWRITING AGREEMENT STANDARD PROVISIONSUnderwriting Agreement • April 6th, 2009 • Ingersoll Rand Co LTD • General industrial machinery & equipment • New York
From time to time Ingersoll-Rand Global Holding Company Limited, a Bermuda company (the “Company”) and a wholly-owned direct subsidiary of Ingersoll-Rand Company Limited, a Bermuda company (“IR Limited”), proposes to enter into one or more Pricing Agreements (each a “Pricing Agreement”) in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the “Underwriters” with respect to such Pricing Agreement) certain of its debt securities (the “Securities”) specified in Schedule II to such Pricing Agreement (the Securities so specified being referred to herein as the “Underwritten Securities”) and, at the option of the Underwriters, an additional amount of Securities specified in the Pricing Agreement, if any, if and to the extent that the Underwriters shall have determin
INGERSOLL-RAND GLOBAL HOLDING COMPANY LIMITED, as ISSUER, INGERSOLL-RAND COMPANY LIMITED, as GUARANTOR and WELLS FARGO BANK, N.A., as TRUSTEE INDENTURE Dated as of August 12, 2008 Senior Debt SecuritiesIngersoll Rand Co LTD • March 2nd, 2009 • General industrial machinery & equipment • New York
INDENTURE, dated as of August 12, 2008 among INGERSOLL-RAND GLOBAL HOLDING COMPANY LIMITED, a company duly organized and existing under the laws of Bermuda (herein called the “Company”), having a registered office at Clarendon House, 2 Church Street, Hamilton, HM11 Bermuda, INGERSOLL-RAND COMPANY LIMITED, a company duly organized and existing under the laws of Bermuda (herein called “IR Limited” or the “Guarantor”), having a registered office at Clarendon House, 2 Church Street, Hamilton, HM11 Bermuda, and WELLS FARGO BANK, N.A., a national banking association, as Trustee (herein called the “Trustee”).
SECONDARY PURCHASE AGREEMENT Dated as of March 31, 2009 Among IR CLIMATE RECEIVABLES FUNDING INC. as Seller and IR RECEIVABLES FUNDING TRUST as Purchaser and INGERSOLL-RAND COMPANY as Collection AgentSecondary Purchase Agreement • May 8th, 2009 • Ingersoll Rand Co LTD • General industrial machinery & equipment • New York
IR CLIMATE RECEIVABLES FUNDING INC., a Delaware corporation, as the seller (the “Seller”), IR RECEIVABLES FUNDING TRUST, a Delaware statutory trust, as the purchaser (the “Purchaser”), and INGERSOLL-RAND COMPANY, a New Jersey corporation (“IR Company”), as the initial Collection Agent (as defined below), agree as follows:
AMENDED AND RESTATED AGREEMENTAmended and Restated Agreement • February 27th, 2004 • Ingersoll Rand Co LTD • General industrial machinery & equipment • New Jersey
This AGREEMENT, amended and restated as of December 1, 2003 is between INGERSOLL-RAND COMPANY, a New Jersey corporation (the "Company"), INGERSOLL-RAND COMPANY LIMITED, a Bermuda company ("IR Limited") __________ (the "Employee"). Unless otherwise indicated, terms used herein and defined in Schedule A hereto shall have the meanings assigned to them in said Schedule.
AGREEMENTAgreement • December 4th, 2006 • Ingersoll Rand Co LTD • General industrial machinery & equipment • New Jersey
This AGREEMENT is made as of December 1, 2006, by and among INGERSOLL-RAND COMPANY, a New Jersey corporation (the “Company”), INGERSOLL-RAND COMPANY LIMITED, a Bermuda company (“IR Limited”) and ________________ (the “Employee”). Unless otherwise indicated, terms used herein and defined in Schedule A hereto shall have the meanings assigned to them in said Schedule.
SECONDARY PURCHASE AND CONTRIBUTION AGREEMENT Dated as of March 31, 2009 Among VON DUPRIN LLC as Seller and IR SECURITY RECEIVABLES FUNDING LLC as Purchaser and INGERSOLL-RAND COMPANY as Collection AgentSecondary Purchase and Contribution Agreement • May 8th, 2009 • Ingersoll Rand Co LTD • General industrial machinery & equipment • New York
VON DUPRIN LLC, an Indiana limited liability company, as the seller (the “Seller”), IR SECURITY RECEIVABLES FUNDING LLC, a Delaware limited liability company, as the purchaser (the “Purchaser”), and INGERSOLL-RAND COMPANY, a New Jersey corporation (“IR Company”), as the initial Collection Agent (as defined below), agree as follows:
ISSUING AND PAYING AGENCY AGREEMENT [FOREIGN ISSUER WITH GUARANTY]Issuing and Paying Agency Agreement • May 29th, 2008 • Ingersoll Rand Co LTD • General industrial machinery & equipment • New York
This Agreement, dated as of May 22, 2008, is by and among Ingersoll-Rand Global Holding Company Limited (the “Issuer”), Ingersoll-Rand Company Limited (the “Guarantor”) and JPMorgan Chase Bank, National Association (“JPMorgan”).
5-Year AMENDMENT AND WAIVER AMENDMENT AND WAIVER, dated as of November 28, 2001 (this "Amendment and Waiver"), to the Credit Agreement, dated as of July 2, 2001 (as amended, supplemented or otherwise modified from time to time, the "Credit...Additional Borrower Agreement • March 13th, 2002 • Ingersoll Rand Co LTD • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
ASSET AND STOCK PURCHASE AGREEMENT among INGERSOLL-RAND COMPANY LIMITED ON BEHALF OF ITSELF AND THE OTHER SELLERS NAMED HEREIN and AB VOLVO (PUBL) ON BEHALF OF ITSELF AND THE OTHER BUYERS NAMED HEREIN dated as of February 27, 2007Asset and Stock Purchase Agreement • February 28th, 2007 • Ingersoll Rand Co LTD • General industrial machinery & equipment • New York
This ASSET AND STOCK PURCHASE AGREEMENT, dated as of February 27, 2007, among INGERSOLL-RAND COMPANY LIMITED, a company organized under the Laws of Bermuda (“IR”), on behalf of itself and on behalf of its Affiliates who sell Acquired Assets pursuant to this Agreement (the “Asset Sellers”) and on behalf of its Affiliates who sell Sold Shares pursuant to this Agreement (the “Stock Sellers”, IR, the Asset Sellers and the Stock Sellers are collectively referred to as the “Sellers”), and AB VOLVO (PUBL), a company organized under the Laws of Sweden (“Buyer Parent”), on behalf of itself and on behalf of its Affiliates who purchase Sold Shares pursuant to this Agreement (the “Stock Buyers”) and on behalf of its Affiliates who purchase Acquired Assets pursuant to this Agreement (the “Asset Buyers”; and collectively with Buyer Parent and the Stock Buyers, the “Buyers”).
SECOND AMENDMENTIngersoll Rand Co LTD • March 5th, 2003 • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
SECOND AMENDMENT, dated as of June 21, 2002 (this "Second Amendment"), to the $1,250,000,000 364-Day Credit Agreement, dated as of July 2, 2001 (as amended by the Amendment and Waiver dated as of November 28, 2001 and as otherwise amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among INGERSOLL-RAND COMPANY LIMITED, a Bermuda company ("IR Parent"), INGERSOLL-RAND COMPANY, a New Jersey corporation (the "Borrower"), the several banks and other financial institutions from time to time parties to the Credit Agreement (the "Banks"), JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), as administrative agent (in such capacity, the "Administrative Agent"), SALOMON SMITH BARNEY INC. (formerly known as Citibank N.A.) and DEUTSCHE BANK SECURITIES INC. (formerly known as Deutsche Banc Alex. Brown Inc.), as co-syndication agents, and THE BANK OF NOVA SCOTIA and BANK OF TOKYO MITSUBISHI TRUST COMPANY, as co-documentation agents.
Exhibit 2.1 EQUITY PURCHASE AGREEMENTEquity Purchase Agreement • August 26th, 2004 • Ingersoll Rand Co LTD • General industrial machinery & equipment • New York
ASSET AND STOCK PURCHASE AGREEMENT among INGERSOLL-RAND COMPANY LIMITED ON BEHALF OF ITSELF AND THE OTHER SELLERS NAMED HEREIN and DOOSAN INFRACORE CO., LTD. and DOOSAN ENGINE CO., LTD. ON BEHALF OF THEMSELVES AND THE OTHER BUYERS NAMED HEREIN dated...Asset and Stock Purchase Agreement • July 31st, 2007 • Ingersoll Rand Co LTD • General industrial machinery & equipment • New York
This ASSET AND STOCK PURCHASE AGREEMENT, dated as of July 29, 2007, is entered into by and among INGERSOLL-RAND COMPANY LIMITED, a company organized under the laws of Bermuda (“IR”), on behalf of itself, the stock sellers set forth on Exhibit A (the “Stock Sellers”) and the asset sellers set forth on Exhibit A (the “Asset Sellers”; and collectively with IR and the Stock Sellers, the “Sellers”), on the one hand, and DOOSAN INFRACORE CO., LTD., a company organized under the laws of the Republic of Korea and DOOSAN ENGINE CO., LTD., a company organized under the laws of the Republic of Korea (“Buyer Parents”), on behalf of themselves, the stock buyers set forth on Exhibit A (the “Stock Buyers”) and the asset buyers set forth on Exhibit A (the “Asset Buyers”; and collectively with Buyer Parents and the Stock Buyers, the “Buyers”), on the other hand.
ContractIngersoll Rand Co LTD • March 5th, 2009 • General industrial machinery & equipment • New York
AMENDMENT NO. 1 dated as of March 2, 2009 (this “Amendment”), to the Credit Agreement dated as of August 12, 2005 (the “Credit Agreement”), among INGERSOLL-RAND COMPANY, INGERSOLL-RAND COMPANY LIMITED, INGERSOLL-RAND GLOBAL HOLDING COMPANY LIMITED, the several banks and other financial institutions from time to time parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITICORP USA, INC., as Syndication Agent, and BANK OF AMERICA, N.A., DEUTSCHE BANK SECURITIES INC., THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH and UBS SECURITIES LLC, as Documentation Agents. Capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement.
364-Day AMENDMENT AND WAIVER AMENDMENT AND WAIVER, dated as of November 28, 2001 (this "Amendment and Waiver"), to the Credit Agreement, dated as of July 2, 2001 (as amended, supplemented or otherwise modified from time to time, the "Credit...Ingersoll Rand Co LTD • March 13th, 2002 • Air-cond & warm air heatg equip & comm & indl refrig equip • New York
April 7, 2008 Ingersoll-Rand Company Limited Clarendon HouseIngersoll Rand Co LTD • April 10th, 2008 • General industrial machinery & equipment
INGERSOLL-RAND COMPANY LIMITED DEBT SECURITIES UNDERWRITING AGREEMENT STANDARD PROVISIONSIngersoll Rand Co LTD • May 27th, 2005 • General industrial machinery & equipment • New York
From time to time Ingersoll-Rand Company Limited, a Bermuda company (the "Company") proposes to enter into one or more Pricing Agreements (each a "Pricing Agreement") in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable Pricing Agreement (such firms constituting the "Underwriters" with respect to such Pricing Agreement) certain of its debt securities (the "Securities") specified in Schedule II to such Pricing Agreement (the Securities so specified being referred to herein as the "Designated Securities"). The Designated Securities may be guaranteed (the “Guarantee”) by Ingersoll-Rand Company, a New Jersey corporation and a subsidiary of the Company (the “Guarantor”) (any such guaranteed Designated Securities, the “Guaranteed Securities”). If the Designated Securities are Guaranteed Securities, the Guara
CREDIT AGREEMENT dated as of June 5, 2008 among Ingersoll-Rand Company Limited and Ingersoll-Rand Global Holding Company Limited The Banks Listed Herein, JPMorgan Chase Bank, N.A., as Administrative Agent, Credit Suisse Securities (USA) LLC and...Credit Agreement • June 5th, 2008 • Ingersoll Rand Co LTD • General industrial machinery & equipment • New York
CREDIT AGREEMENT dated as of June 5, 2008, among INGERSOLL-RAND COMPANY LIMITED, INGERSOLL-RAND GLOBAL HOLDING COMPANY LIMITED, the BANKS listed on the signature pages hereof, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CREDIT SUISSE SECURITIES (USA) LLC and GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agents, and J.P. MORGAN SECURITIES INC., CREDIT SUISSE SECURITIES (USA) LLC and GOLDMAN SACHS CREDIT PARTNERS L.P., as joint lead arrangers and joint bookrunners.
INITIAL PURCHASE AND CONTRIBUTION AGREEMENT Dated as of March 31, 2009 Among The parties listed on Schedule I hereto as Sellers and IR CLIMATE RECEIVABLES FUNDING INC. as Purchaser and INGERSOLL-RAND COMPANY as Collection AgentInitial Purchase and Contribution Agreement • May 8th, 2009 • Ingersoll Rand Co LTD • General industrial machinery & equipment • New York
Each of the parties listed on Schedule I hereto (each, a “Seller” and collectively, the “Sellers”), IR CLIMATE RECEIVABLES INC., a Delaware corporation, as the purchaser (the “Purchaser”), and INGERSOLL-RAND COMPANY, a New Jersey corporation (“IR Company”), as the initial Collection Agent (as defined below), agree as follows:
EXCHANGEABLE SENIOR NOTES PRICING AGREEMENTExchangeable Senior Notes Pricing Agreement • April 6th, 2009 • Ingersoll Rand Co LTD • General industrial machinery & equipment
Ingersoll-Rand Global Holding Company Limited (the “Company”) proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement Standard Provisions dated as of March 31, 2009 (the “Underwriting Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II to this Pricing Agreement (the Securities so specified, the “Underwritten Securities”) and, at the option of the Underwriters, an additional amount of Securities specified in Schedule II to this Pricing Agreement if and to the extent that the Underwriters shall have exercised the option to purchase such additional amount of Securities as described below (the additional Securities so specified, the “Option Securities” and, together with the Underwritten Securities, the “Designated Securities”). The Designated Securities will be guaranteed (the “Guarantee”) to the extent and as provided in the Indenture. Each of the provisions of the
THIRD AMENDMENTIngersoll Rand Co LTD • February 27th, 2004 • General industrial machinery & equipment • New York
THIRD AMENDMENT, dated as of June 20, 2003 (this "Third Amendment"), to the 364-Day Credit Agreement, dated as of July 2, 2001 (as amended by the Amendment and Waiver dated as of November 28, 2001, and as further amended by the Second Amendment dated as of June 21, 2002, and as further amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among INGERSOLL-RAND COMPANY LIMITED, a Bermuda company ("IR Parent"), INGERSOLL-RAND COMPANY, a New Jersey corporation (the "Borrower"), the several banks and other financial institutions from time to time parties to the Credit Agreement (the "Banks"), JPMORGAN CHASE BANK (formerly known as The Chase Manhattan Bank), as administrative agent (in such capacity, the "Administrative Agent"), CITIGROUP CAPITAL MARKETS INC. (formerly known as Salomon Smith Barney Inc.) and DEUTSCHE BANK SECURITIES INC. (formerly known as Deutsche Banc Alex. Brown Inc.), as co-syndication agents, and THE BANK OF NOVA SCOTIA and BANK OF TOKY
INGERSOLL-RAND COMPANY LIMITED, as ISSUER, INGERSOLL-RAND COMPANY, as GUARANTOR and WELLS FARGO BANK, N.A., as TRUSTEE INDENTURE Dated as of May 24, 2005 Debt SecuritiesIngersoll Rand Co LTD • May 27th, 2005 • General industrial machinery & equipment • New York
INDENTURE, dated as of May 24, 2005 among INGERSOLL-RAND COMPANY LIMITED, a company duly organized and existing under the laws of Bermuda (herein called the “Company”), having an office at Clarendon House, 2 Church Street, Hamilton, HM11 Bermuda, INGERSOLL-RAND COMPANY, a corporation duly organized and existing under the laws of the State of New Jersey (herein called the “Guarantor”), having an office at 155 Chestnut Ridge Road, Montvale, New Jersey 07645, and Wells Fargo Bank, N.A., a national banking association, as Trustee (herein called the “Trustee”).
AMENDMENT TO EMPLOYEE SUPPLEMENTARY RETIREMENT AGREEMENTEmployee Supplementary Retirement Agreement • March 2nd, 2009 • Ingersoll Rand Co LTD • General industrial machinery & equipment
In accordance with Paragraph 12 of the Employee Supplementary Retirement Agreement effective as of the 25th day of August, 1999 by and between the Ingersoll-Rand Company, hereinafter called the Company, and Herbert L. Henkel, hereinafter called the Employee (the “Agreement”), the Agreement is hereby amended as set forth below:
