Pentair Finance S.A. Exchange and Registration Rights AgreementExchange and Registration Rights Agreement • December 18th, 2012 • Pentair LTD • Special industry machinery (no metalworking machinery) • New York
Pentair Finance S.A., a Luxembourg public limited liability company (société anonyme) having its registered office at 26, Boulevard Royal C-2449 Luxembourg and registered with the Luxembourg trade and companies register under number B 166305 (the “Company”), proposes to issue, pursuant to an exchange offer upon the terms set forth in the Dealer Manager Agreement (as defined below), $373,026,000 principal amount of its 5.000% Notes due 2021, which are guaranteed as to the payment of principal, premium, if any, and interest by Pentair Ltd., a corporation limited by shares (Aktiengesellschaft) organized under the laws of Switzerland (the “Guarantor”). In satisfaction of the Company’s and the Guarantor’s representations and covenants to the Dealer Managers under the Amended and Restated Dealer Manager Agreement, dated as of November 19, 2012 (the “Dealer Manager Agreement”), by and among the Company, the Guarantor and J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Deutsche Bank
FOURTH SUPPLEMENTAL INDENTUREFourth Supplemental Indenture • December 18th, 2012 • Pentair LTD • Special industry machinery (no metalworking machinery) • New York
FOURTH SUPPLEMENTAL INDENTURE (this “Fourth Supplemental Indenture”) dated as of December 17, 2012, among Pentair, Inc., a Minnesota corporation (the “Company”), Pentair Ltd., a corporation limited by shares organized under the laws of Switzerland (“Parent Guarantor”), and Wells Fargo Bank, National Association, a national banking association, as trustee (the “Trustee”), under the Indenture referred to below.
