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
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
SENIOR NOTES PRICING AGREEMENTSenior 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 hereto (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 Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty with respect to the Prospectus in Section 2 and Section 3 of the
