EXHIBIT 1(b) Eaton Corporation Medium-Term Notes Distribution AgreementDistribution Agreement • February 3rd, 2000 • Eaton Corp • Electronic & other electrical equipment (no computer equip) • New York
2 - 3 written consent of the Company, the Purchaser shall not decrease the price per Common Share or change the form of consideration payable in the Amended Offer, decrease the number of Shares sought to be purchased in the Amended Offer, change the...Merger Agreement • March 29th, 1996 • Eaton Corp • Motor vehicle parts & accessories • Michigan
andRights Agreement • March 12th, 1999 • Eaton Corp • Electronic & other electrical equipment (no computer equip) • Ohio
Exhibit 1(a) EATON CORPORATION DEBT SECURITIES - PREFERRED SHARES COMMON SHARES - WARRANT SECURITIES UNDERWRITING AGREEMENT 1. Introductory. Eaton Corporation, an Ohio corporation ("Company"), proposes to issue and sell from time to time: (a) certain...Underwriting Agreement • July 2nd, 2003 • Eaton Corp • Motor vehicle parts & accessories • Ohio
TERMS AGREEMENT --------------- July 17, 2002Terms Agreement • July 19th, 2002 • Eaton Corp • Motor vehicle parts & accessories • New York
2- 3 change the form of consideration payable in the Offer, decrease the number of Shares sought to be purchased in the Offer, impose additional conditions to the Offer or amend any other term of the Offer in any manner adverse to the holders of...Merger Agreement • July 7th, 1997 • Eaton Corp • Electronic & other electrical equipment (no computer equip) • Delaware
Eaton Corporation 2002 Annual Report on Form 10-K Item 15 (c) Exhibit 10 (q) Eaton CorporationTrust Agreement • March 21st, 2003 • Eaton Corp • Motor vehicle parts & accessories • North Carolina
Eaton Corporation 2002 Annual Report on Form 10-K Item 15 (c) Exhibit 10 (h)Indemnification Agreement • March 21st, 2003 • Eaton Corp • Motor vehicle parts & accessories • Ohio
1 EXHIBIT 25 ------------------------------------------------------------------ -------------- ---------------------------------------------------------------- ---------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549...Statement of Eligibility • November 14th, 1995 • Eaton Corp • Motor vehicle parts & accessories
Eaton Corporation Eaton Center Cleveland, Ohio 44114 June 24, 1997Exclusivity Agreement • July 7th, 1997 • Eaton Corp • Electronic & other electrical equipment (no computer equip)
1 EXHIBIT (c)(5) CONSULTING AND NONCOMPETITION AGREEMENT AGREEMENT, dated as of June 30, 1997, by and among Eaton Corporation, an Ohio corporation, having its principal place of business at Eaton Center, Cleveland, Ohio 44114-2584 ("Parent"), Leslie...Consulting and Noncompetition Agreement • July 7th, 1997 • Eaton Corp • Electronic & other electrical equipment (no computer equip) • Maryland
EXECUTIVE NONCOMPETITION AGREEMENTExecutive Noncompetition Agreement • July 7th, 1997 • Eaton Corp • Electronic & other electrical equipment (no computer equip) • Maryland
ContractTransaction Agreement • October 19th, 2012 • Eaton Corp • Misc industrial & commercial machinery & equipment • Ohio
THIS AMENDMENT NO. 2 TO THE TRANSACTION AGREEMENT, dated as of October 19, 2012 (this “Amendment”), is entered into by and among Cooper Industries plc, a company incorporated in Ireland (“Cooper”), Eaton Corporation, an Ohio corporation (“Eaton”), Eaton Corporation Limited (formerly known as Abeiron Limited), a company incorporated in Ireland (“Holdco”), Abeiron II Limited (formerly known as Comdell Limited), a company incorporated in Ireland (“IrSub”), Turlock B.V., a company incorporated in the Netherlands (“EHC”), Eaton Inc., an Ohio corporation (“U.S. Holdco”), and Turlock Corporation, an Ohio corporation (“MergerSub”, and together with Cooper, Eaton, Holdco, IrSub and EHC, the “Original Parties”, and together with U.S. Holdco, the “Parties”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Transaction Agreement, dated as of May 21, 2012, by and among the Original Parties, as amended by Amendment No. 1 to the Transaction Agreement, date
DATED MAY 21, 2012 COOPER INDUSTRIES PLC, EATON CORPORATION, ABEIRON LIMITED, COMDELL LIMITED, TURLOCK B.V., AND TURLOCK CORPORATION TRANSACTION AGREEMENT DUBLINTransaction Agreement • May 24th, 2012 • Eaton Corp • Misc industrial & commercial machinery & equipment • Ohio
DATED MAY 21, 2012 COOPER INDUSTRIES PLC AND EATON CORPORATION EXPENSES REIMBURSEMENT AGREEMENT DUBLINExpenses Reimbursement Agreement • May 24th, 2012 • Eaton Corp • Misc industrial & commercial machinery & equipment
REVOLVING CREDIT AGREEMENT dated as of January 25, 2008 among EATON CORPORATION, The Banks Listed Herein and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent MORGAN STANLEY SENIOR FUNDING, INC., CITIGROUP GLOBAL MARKETS INC., AND J.P....Revolving Credit Agreement • January 31st, 2008 • Eaton Corp • Misc industrial & commercial machinery & equipment • New York
REVOLVING CREDIT AGREEMENT (this “Agreement”) dated as of January 25, 2008, among EATON CORPORATION, an Ohio corporation, the lending institutions party hereto from time to time (the “Banks”) and MORGAN STANLEY SENIOR FUNDING, INC., as Administrative Agent.
EATON CORPORATIONNon-Qualified Stock Option Agreement • January 26th, 2007 • Eaton Corp • Misc industrial & commercial machinery & equipment • Ohio
EATON CORPORATION, an Ohio corporation (the “Company”), hereby grants to the Optionholder, in consideration of service by him or her as a member of the Board of Directors of the Company (the “Board”), the option to purchase from the Company the number of common shares of the Company with a par value of fifty cents each (the “Common Shares”) specified above from time to time during a period which shall end at the close of business on the tenth anniversary of the date of the granting of this option (such period being referred to as the “fixed term of the option”), unless sooner terminated as hereinafter provided. For purposes of the foregoing sentence, “close of business” shall mean 4:00 p.m. Eastern Time on the day of the tenth anniversary. However, if that day falls on a Saturday, Sunday or other day when the principal stock exchange for the Common Shares is closed for trading, “close of business” shall mean 4:00 p.m. Eastern Time on the nearest preceding day when that stock exchange i
EATON CORPORATION AMENDED AND RESTATED GRANTOR TRUST AGREEMENT FOR EMPLOYEES’ DEFERRED COMPENSATION PLANSGrantor Trust Agreement • February 25th, 2011 • Eaton Corp • Misc industrial & commercial machinery & equipment • Delaware
This Amended and Restated Trust Agreement is made this 1st day of January, 2010 (the “Effective Date”), by and between EATON CORPORATION (hereinafter referred to as the “Company”), an Ohio corporation, and WILMINGTON TRUST RETIREMENT AND INSTITUTIONAL SERVICES COMPANY, a Delaware corporation, as successor trustee (hereinafter referred to as the “Trustee”);
EATON CORPORATION AMENDED AND RESTATED GRANTOR TRUST AGREEMENT FOR NON-EMPLOYEE DIRECTORS’ DEFERRED FEES PLANSGrantor Trust Agreement • February 25th, 2011 • Eaton Corp • Misc industrial & commercial machinery & equipment • Delaware
This Amended and Restated Trust Agreement is made this 1st day of January, 2010 (the “Effective Date”), by and between EATON CORPORATION (hereinafter referred to as the “Company”), an Ohio corporation, and WILMINGTON TRUST RETIREMENT AND INSTITUTIONAL SERVICES COMPANY, a Delaware corporation, as successor trustee (hereinafter referred to as the “Trustee”);
INDEMNIFICATION AGREEMENTIndemnification Agreement • January 26th, 2007 • Eaton Corp • Misc industrial & commercial machinery & equipment • Ohio
This Agreement made this ______day of ____________, 20___by and between Eaton Corporation, an Ohio corporation (the “Company”), and _____________________, a Director of the Company (“Indemnitee”);
SENIOR DEBT SECURITIES DEBT WARRANTS WITH DEBT SUBORDINATED DEBT SECURITIES SECURITIES AS UNITS PREFERRED SHARES DEBT WARRANTS WITH PREFERRED COMMON SHARES SHARES AS UNITS DEBT WARRANTSUnderwriting Agreement • December 14th, 2005 • Eaton Corp • Misc industrial & commercial machinery & equipment • Ohio
SENIOR UNSECURED BRIDGE CREDIT AGREEMENT dated as of May 21, 2012 among TURLOCK CORPORATION, which on the Closing Date will be merged with and into EATON CORPORATION, with Eaton Corporation surviving such merger as the Borrower, ABEIRON LIMITED, as...Senior Unsecured Bridge Credit Agreement • May 24th, 2012 • Eaton Corp • Misc industrial & commercial machinery & equipment • New York
SENIOR UNSECURED BRIDGE CREDIT AGREEMENT (this “Agreement”) dated as of May 21, 2012, among TURLOCK CORPORATION, an Ohio corporation (“Initial Borrower”) (which on the Closing Date will be merged with and into EATON CORPORATION, an Ohio corporation (the “Company”), with the Company surviving the Merger (as defined below) as the Borrower, ABEIRON LIMITED, an Irish private limited company (“Parent”), TURLOCK B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under Dutch law, having its official seat (statutaire zetel) in Amsterdam, the Netherlands and having its office address at Prins Bernhardplein 200, 1097 JB Amsterdam, the Netherlands, registered with the trader register of the Dutch Chamber of Commerce under file number 08169375 (“Holdings 2”), the other Guarantors (as defined below) party hereto from time to time, the banks and lending institutions party hereto from time to time (the “Banks”) and MORGAN STANLEY SENIOR FUNDI
Eaton Corporation Medium-Term Notes Distribution AgreementDistribution Agreement • June 14th, 2005 • Eaton Corp • Misc industrial & commercial machinery & equipment • New York
capital stock of the Company (other than by reason of shares issued pursuant to the Company’s employee or director stock option plans, or stock ownership plans, stock bonus plans, stock compensation plans or dividend reinvestment plans or upon conversion of convertible securities or in connection with acquisitions or distributions previously disclosed to the Agents), any increase in the long-term debt or short-term debt of the Company and its consolidated Subsidiaries or any decrease in consolidated net current assets or stockholders’ equity of the Company and its consolidated Subsidiaries, in each case as compared with amounts shown in such latest balance sheet, or any decrease in consolidated net sales or the total or per share amounts of consolidated net income, in each case as compared with the comparable period in the preceding year, except in each case for changes, increases or decreases which the Prospectus discloses have occurred or may occur or which are described in such lett
