COOPER US, INC. 5.450% Senior Notes due April 1, 2015 guaranteed by COOPER INDUSTRIES, LTD. (and specified subsidiaries) Underwriting AgreementUnderwriting Agreement • March 25th, 2008 • Cooper Industries LTD • Electric lighting & wiring equipment • New York
The Notes will be issued pursuant to an indenture, dated as of June 18, 2007, between the Company, Cooper Industries, Ltd., a company existing under the laws of Bermuda (“Parent”), Cooper B-Line, Inc., Cooper Bussmann, LLC (formerly Cooper Bussmann, Inc.), Cooper Crouse-Hinds, LLC, Cooper Lighting, LLC (formerly Cooper Lighting, Inc.), Cooper Power Systems, LLC (formerly Cooper Power Systems, Inc.)and Cooper Wiring Devices, Inc. (each a “Subsidiary Guarantor,” collectively the “Subsidiary Guarantors” and, together with Parent, the “Guarantors”) and Deutsche Bank Trust Company Americas, as trustee (the “Trustee”), as supplemented by the First Supplemental Indenture, dated as of June 18, 2007 and as supplemented by the Second Supplemental Indenture to be dated as of the Closing Date (as defined below) (as so supplemented, the “Indenture”). The Notes will be guaranteed (the “Guarantees”) on an unsecured senior basis by the Guarantors. The Notes, as guaranteed by the Guarantors pursuant to
Fulbright & Jaworski L.L.P. A Registered Limited Liability Partnership Fulbright Tower 1301 McKinney, Suite 5100 Houston, Texas 77010-3095 www.fulbright.comLegal Counsel Engagement • March 25th, 2008 • Cooper Industries LTD • Electric lighting & wiring equipment
Cooper Industries, Ltd. Cooper B-Line, Inc Cooper Bussmann, LLC Cooper Crouse-Hinds, LLC Cooper Lighting, LLC Cooper Power Systems, LLC Cooper Wiring Devices, Inc. Cooper US, Inc.
COOPER US, INC., as Issuer COOPER INDUSTRIES, LTD. COOPER B-LINE, INC. COOPER BUSSMANN, LLC COOPER CROUSE-HINDS, LLC COOPER LIGHTING, LLC COOPER POWER SYSTEMS, LLC and COOPER WIRING DEVICES, INC., as Guarantors DEUTSCHE BANK TRUST COMPANY AMERICAS, as...Second Supplemental Indenture • March 25th, 2008 • Cooper Industries LTD • Electric lighting & wiring equipment • New York
SECOND SUPPLEMENTAL INDENTURE dated as of March 27, 2008 (this “Second Supplemental Indenture”), between (i) Cooper US, Inc., a Delaware corporation (the “Issuer” or the “Company”), (ii) Cooper Industries, Ltd., an exempted company incorporated with limited liability under the laws of Bermuda (“Cooper Parent”), (iii) Cooper B-Line, Inc., a Delaware corporation (“B-Line”), Cooper Bussmann, LLC, a Delaware limited liability company (“Bussmann”) (formerly known as Cooper Bussmann, Inc.), Cooper Crouse-Hinds, LLC, a Delaware limited liability company (“Crouse”), Cooper Lighting, LLC, a Delaware limited liability company (“Lighting”) (formerly known as Cooper Lighting, Inc.), Cooper Power Systems, LLC, a Delaware limited liability company (“Power Systems”) (formerly known as Cooper Power Systems, Inc.), and Cooper Wiring Devices, Inc., a New York corporation (“Wiring”), and (iv) Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”).
Fulbright & Jaworski L.L.P. A Registered Limited Liability Partnership Fulbright Tower 1301 McKinney, Suite 5100 Houston, Texas 77010-3095 www.fulbright.comLegal Counsel Engagement • March 25th, 2008 • Cooper Industries LTD • Electric lighting & wiring equipment
Cooper Industries, Ltd. Cooper B-Line, Inc Cooper Bussmann, LLC Cooper Crouse-Hinds, LLC Cooper Lighting, LLC Cooper Power Systems, LLC Cooper Wiring Devices, Inc. Cooper US, Inc.
