UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________________
FORM 8-K
____________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of The
Securities Exchange Act of 1934
Date of Report – November 20, 2013
(Date of earliest event reported)
____________________________________________
INGERSOLL-RAND PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
____________________________________________
|
|
|
|
|
|
|
Ireland
|
001-34400
|
98-0626632
|
|
(State or other jurisdiction
of incorporation)
|
(Commission
File Number)
|
(I.R.S. Employer
Identification No.)
|
170/175 Lakeview Drive
Airside Business Park
Swords, Co. Dublin
Ireland
(Address of principal executive offices, including zip code)
(353)(0)18707400
(Registrant’s phone number, including area code)
N/A
(Former name or former address, if changed since last report)
____________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Regulation FD Disclosure.
Supplemental Indentures
On November 20, 2013, the registrant entered into the Supplemental Indentures described below:
Supplemental Indenture to the 2013 Indenture
: Ingersoll-Rand Global Holding Company Limited, a Bermuda company (“IR-Global”), Ingersoll-Rand Company Limited, a Bermuda company (“IR-Bermuda”), Ingersoll-Rand International Holding Limited, a Bermuda company (“IR-International”), Ingersoll-Rand plc, an Irish public limited company (“IR-Ireland”), Ingersoll-Rand Company, a New Jersey corporation (“IR-New Jersey”) and The Bank of New York Mellon, as Trustee, entered into the Fourth Supplemental Indenture, dated as of November 20, 2013 (the “Supplemental Indenture to the 2013 Indenture”), to the Indenture dated as of June 20, 2013 (as supplemented to date, the “2013 Indenture”). Pursuant to the Supplemental Indenture to the 2013 Indenture, IR-New Jersey assumed, jointly and severally with IR-Global, the obligations of IR-Global as the issuer under the 2013 Indenture.
Supplemental Indenture to the 2008 Indenture
: IR-Global, IR-International, IR-New Jersey and Wells Fargo Bank, N.A., as Trustee, entered into the Fifth Supplemental Indenture, dated as of November 20, 2013 (the “Supplemental Indenture to the 2008 Indenture”), to the Indenture dated as of August 12, 2008 (as supplemented to date, the “2008 Indenture”). Pursuant to the Supplemental Indenture to the 2008 Indenture, IR-New Jersey assumed, jointly and severally with IR-Global, the obligations of IR-Global as the issuer under the 2008 Indenture.
Supplemental Indenture to the 2005 Indenture
: IR-International, IR-New Jersey and Wells Fargo Bank, N.A., as Trustee, entered into the Second Supplemental Indenture, dated as of November 20, 2013 (the “Supplemental Indenture to the 2005 Indenture”), to the Indenture dated as of May 24, 2005 (as supplemented to date, the “2005 Indenture”). Pursuant to the Supplemental Indenture to the 2005 Indenture, IR-New Jersey assumed, jointly and severally with IR-International, the obligation of IR-International as the issuer under the 2005 Indenture. IR-New Jersey remains a guarantor under the 2005 Indenture.
The Supplemental Indenture to the 2013 Indenture, the Supplemental Indenture to the 2008 Indenture and the Supplemental Indenture to the 2005 Indenture (collectively, the “Supplemental Indentures”) are filed as Exhibits 4.1, 4.2 and 4.3, respectively, to this Current Report on Form 8-K and are incorporated herein by reference, and the forgoing summary of the Supplemental Indentures is qualified in its entirety by reference to such Exhibits to this Form 8-K.
Credit Facilities
Pursuant to the terms of the Credit Facilities (as defined below), IR-New Jersey became a guarantor of (i) the registrant’s Credit Agreement dated as of March 15, 2012 among IR-Global, as the Borrower, IR-Ireland, as a Guarantor, the other Guarantors listed therein, the Banks listed therein and JPMorgan Chase Bank, N.A. as Administrative Agent (the “2012 Credit Facility”) and (ii) the registrant’s Credit Agreement dated as of May 20, 2011, among IR-Global, as the Borrower, IR-Ireland, as a Guarantor, the other Guarantors listed therein, the Banks listed therein and JPMorgan Chase Bank, N.A. as Administrative Agent (the “2011 Credit Facility” and, together with the 2012 Credit Facility, the “Credit Facilities”). In connection therewith, IR-New Jersey entered into Supplements on November 20, 2013 to become a guarantor under the Credit Facilities.
The Supplements of IR-New Jersey to each Credit Facility are filed herein as Exhibits 10.1 and 10.2, respectively, and are incorporated into this Item 1.01 by reference, and the forgoing summary of such Supplements is qualified in its entirety by reference to such Exhibits to this Form 8-K.
Item 9.01—Financial Statements and Exhibits.
|
|
|
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
|
4.1
|
|
Fourth Supplemental Indenture, dated as of November 20, 2013, among Ingersoll-Rand Global Holding Company Limited, a Bermuda company, Ingersoll-Rand Company Limited, a Bermuda company, Ingersoll-Rand International Holding Limited, a Bermuda company, Ingersoll-Rand plc, an Irish public limited company, Ingersoll-Rand Company, a New Jersey corporation, and The Bank of New York Mellon, as Trustee, to the Indenture dated as of June 20, 2013.
|
|
|
|
|
4.2
|
|
Fifth Supplemental Indenture, dated as of November 20, 2013, among Ingersoll-Rand Global Holding Company Limited, a Bermuda company, Ingersoll-Rand International Holding Limited, a Bermuda company, Ingersoll-Rand Company, a New Jersey corporation, and Wells Fargo Bank, N.A., as Trustee, to the Indenture dated as of August 12, 2008.
|
|
|
|
|
4.3
|
|
Second Supplemental Indenture, dated as of November 20, 2013, among Ingersoll-Rand International Holding Limited, a Bermuda company, Ingersoll-Rand Company, a New Jersey corporation, and Wells Fargo Bank, N.A., as Trustee, to the Indenture dated as of May 24, 2005.
|
|
|
|
|
10.1
|
|
Supplement No. 1, dated as of November 20, 2013, between Ingersoll-Rand Company, a New Jersey Corporation, and JPMorgan Chase Bank, N.A., as Administrative Agent, to the Credit Agreement dated as of March 15, 2012.
|
|
|
|
|
10.2
|
|
Supplement No. 1, dated as of November 20, 2013, between Ingersoll-Rand Company, a New Jersey Corporation, and JPMorgan Chase Bank, N.A., as Administrative Agent, to the Credit Agreement dated as of May 20, 2011.
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
|
|
INGERSOLL-RAND PLC
(Registrant)
|
|
|
|
|
|
Date:
|
November 26, 2013
|
/s/ Evan M. Turtz
|
|
|
|
Evan M. Turtz
Secretary
|
EXHIBIT INDEX
|
|
|
|
|
|
|
Exhibit
No.
|
|
Description
|
|
|
|
|
4.1
|
|
Fourth Supplemental Indenture, dated as of November 20, 2013, among Ingersoll-Rand Global Holding Company Limited, a Bermuda company, Ingersoll-Rand Company Limited, a Bermuda company, Ingersoll-Rand International Holding Limited, a Bermuda company, Ingersoll-Rand plc, an Irish public limited company, Ingersoll-Rand Company, a New Jersey corporation, and The Bank of New York Mellon, as Trustee, to the Indenture dated as of June 20, 2013.
|
|
|
|
|
4.2
|
|
Fifth Supplemental Indenture, dated as of November 20, 2013, among Ingersoll-Rand Global Holding Company Limited, a Bermuda company, Ingersoll-Rand International Holding Limited, a Bermuda company, Ingersoll-Rand Company, a New Jersey corporation, and Wells Fargo Bank, N.A., as Trustee, to the Indenture dated as of August 12, 2008.
|
|
|
|
|
4.3
|
|
Second Supplemental Indenture, dated as of November 20, 2013, among Ingersoll-Rand International Holding Limited, a Bermuda company, Ingersoll-Rand Company, a New Jersey corporation, and Wells Fargo Bank, N.A., as Trustee, to the Indenture dated as of May 24, 2005.
|
|
|
|
|
10.1
|
|
Supplement No. 1, dated as of November 20, 2013, between Ingersoll-Rand Company, a New Jersey Corporation, and JPMorgan Chase Bank, N.A., as Administrative Agent, to the Credit Agreement dated as of March 15, 2012.
|
|
|
|
|
10.2
|
|
Supplement No. 1, dated as of November 20, 2013, between Ingersoll-Rand Company, a New Jersey Corporation, and JPMorgan Chase Bank, N.A., as Administrative Agent, to the Credit Agreement dated as of May 20, 2011.
|
Exhibit 4.1
FOURTH SUPPLEMENTAL INDENTURE
THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of November 20, 2013 (the “Fourth Supplemental Indenture”), among INGERSOLL-RAND GLOBAL HOLDING COMPANY LIMITED, a company duly organized and existing under the laws of Bermuda (the “Issuer”), INGERSOLL-RAND PLC, a public limited company duly organized and existing under the laws of Ireland (“IR Parent”), INGERSOLL-RAND COMPANY LIMITED, a company duly organized and existing under the laws of Bermuda (“IR Limited”), INGERSOLL-RAND INTERNATIONAL HOLDING LIMITED, a company duly organized and existing under the laws of Bermuda (“IR International,” and together with IR Parent and IR Limited, the “Guarantors”), INGERSOLL-RAND COMPANY, a company duly organized and existing under the laws of the State of New Jersey (the “New Co-Obligor”), and THE BANK OF NEW YORK MELLON, a banking corporation duly organized and existing under the laws of the State of New York, acting as Trustee under the Indenture, as defined herein (the “Trustee”)
RECITALS:
WHEREAS, the Issuer, the Guarantors and the Trustee are parties to that certain Indenture, dated as of June 20, 2013 (as supplemented, the “Indenture”), as supplemented by the First Supplemental Indenture dated as of June 20, 2013, the Second Supplemental Indenture dated as of June 20, 2013 and the Third Supplemental Indenture dated as of June 20, 2013;
WHEREAS, the New Co-Obligor desires to assume, jointly and severally with the Issuer, the due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on all of the Securities issued under the Indenture, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed by the Issuer;
WHEREAS, Section 901 of the Indenture provides, among other things, that, the Issuer, the Guarantors and the Trustee may amend or supplement the Indenture, without the consent of any Holder, to make any provisions with respect to matters or questions arising under the Indenture that do not adversely affect the interests of Holders under the Indenture, in any material respect;
WHEREAS, the Issuer and the Guarantors have determined that this Fourth Supplemental Indenture complies with Section 901 of the Indenture and does not require the consent of any Holders and, on the basis of the foregoing, the Trustee has determined that this Fourth Supplemental Indenture is in form satisfactory to it;
WHEREAS, each of the Issuer, the Guarantors and the New Co-Obligor have been authorized by resolutions of their respective Boards of Directors to enter into this Fourth Supplemental Indenture; and
WHEREAS, all acts, conditions, proceedings and requirements necessary to make this Fourth Supplemental Indenture a valid, binding and legal agreement enforceable in accordance with its terms for the purposes expressed herein, in accordance with its terms, have been duly done and performed.
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, the Issuer, the Guarantors, the New Obligor and the Trustee hereby agree as follows:
ARTICLE ONE
DEFINITIONS
Section 101.
Capitalized terms in this Fourth Supplemental Indenture that are not otherwise defined herein shall have the meanings set forth in the Indenture.
Section 102.
“Supplemented Indenture” shall mean the Indenture as supplemented by this Fourth Supplemental Indenture.
ARTICLE TWO
ASSUMPTION BY CO-OBLIGOR
Section 201.
The New Co-Obligor represents and warrants to the Trustee as follows:
(a)
The New Co-Obligor is duly incorporated, validly existing and in good standing under the laws of the State of New Jersey.
(b)
The execution, delivery and performance by it of this Fourth Supplemental Indenture have been authorized and approved by all necessary corporate action on its part.
Section 202.
The New Co-Obligor hereby expressly assumes, jointly and severally with the Issuer, the due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on all of the Securities issued under the Indenture, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed by the Issuer.
Section 203.
Nothing in this Supplemental Indenture shall alter the rights, duties or obligations of Ingersoll-Rand Global Holding Company Limited as the Issuer under the Indenture.
ARTICLE 3
MISCELLANEOUS
Section 301.
This Fourth Supplemental Indenture is hereby executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture, this Fourth Supplemental Indenture forms a part thereof.
Section 302.
This Fourth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
Section 303.
This Fourth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
Section 304.
The Article headings herein are for convenience only and shall not affect the construction hereof.
Section 305.
If any provision of this Fourth Supplemental Indenture limits, qualifies or conflicts with any provision of the Supplemented Indenture which is required to be included in the Supplemented Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.
Section 306.
In case any provision in this Fourth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 307.
Nothing in this Fourth Supplemental Indenture, the Indenture or the Securities, express or implied, shall give to any person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of Securities, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Fourth Supplemental Indenture or the Securities.
Section 308.
The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Fourth Supplemental Indenture. The recitals of fact contained herein shall be taken as the statements of the Issuer, the Guarantors and the New Co-Obligor and the Trustee assumes no responsibility for the correctness thereof.
[
Signature Pages Follow
]
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Supplemental Indenture to be duly executed, all as of the date first above written.
|
|
|
|
|
INGERSOLL-RAND GLOBAL HOLDING COMPANY LIMITED, as the Issuer
By
/s/ Robert L. Katz
Name: Robert L. Katz
Title: Senior Vice President and General Counsel
|
|
INGERSOLL-RAND PLC, as a Guarantor
By
/s/ Robert L. Katz
Name: Robert L. Katz
Title: Senior Vice President and General Counsel
|
|
INGERSOLL-RAND COMPANY LIMITED, as a Guarantor
By
/s/ Evan M. Turtz
Name: Evan M. Turtz
Title: Secretary
|
|
INGERSOLL-RAND INTERNATIONAL HOLDING LIMITED, as a Guarantor
By
/s/ Robert L. Katz
Name: Robert L. Katz
Title: President
|
|
INGERSOLL-RAND COMPANY, as the New Co-Obligor
By
/s/ Robert L. Katz
Name: Robert L. Katz
Title: Senior Vice President and General Counsel
|
[Fourth Supplemental Indenture to 2013 Indenture]
|
|
|
|
|
THE BANK OF NEW YORK MELLON, as Trustee
By
/s/ Francine Kincaid
Name: Francine Kincaid
Title: Vice President
|
[Fourth Supplemental Indenture to 2013 Indenture]
Exhibit 4.2
FIFTH SUPPLEMENTAL INDENTURE
THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of November 20, 2013 (the “Fifth Supplemental Indenture”), among INGERSOLL-RAND GLOBAL HOLDING COMPANY LIMITED, a company duly organized and existing under the laws of Bermuda (the “Company”), INGERSOLL-RAND INTERNATIONAL HOLDING LIMITED, a company duly organized and existing under the laws of Bermuda (the “Guarantor”), INGERSOLL-RAND COMPANY, a company duly organized and existing under the laws of the State of New Jersey (the “New Co-Obligor”) and WELLS FARGO BANK, N.A., a national banking association, acting as Trustee under the Indenture, as defined herein (the “Trustee”)
RECITALS:
WHEREAS, the Company, the Guarantor and the Trustee are parties to that certain Indenture, dated as of August 12, 2008 (as supplemented, the “Indenture”), as supplemented by the First Supplemental Indenture dated as of August 15, 2008, the Second Supplemental Indenture dated as of April 3, 2009, the Third Supplemental Indenture dated as of April 6, 2009 and the Fourth Supplemental Indenture dated as of June 29, 2009;
WHEREAS, the New Co-Obligor desires to assume, jointly and severally with the Company, the due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on all of the Securities issued under the Indenture, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed by the Company;
WHEREAS, Section 901 of the Indenture provides, among other things, that, the Company, the Guarantor and the Trustee may amend or supplement the Indenture, without the consent of any Holder, to make any provisions with respect to matters or questions arising under the Indenture that do not adversely affect the interests of Holders under the Indenture, in any material respect;
WHEREAS, the Company and the Guarantor have determined that this Fifth Supplemental Indenture complies with Section 901 of the Indenture and does not require the consent of any Holders and, on the basis of the foregoing and in reliance on an Officer’s Certificate and an Opinion of Counsel delivered by the Company, the Trustee has determined that this Fifth Supplemental Indenture is in form satisfactory to it;
WHEREAS, each of the Company, the Guarantor and the New Co-Obligor have been authorized by resolutions of their respective Boards of Directors to enter into this Fifth Supplemental Indenture; and
WHEREAS, all acts, conditions, proceedings and requirements necessary to make this Fifth Supplemental Indenture a valid, binding and legal agreement enforceable in accordance with its terms for the purposes expressed herein, in accordance with its terms, have been duly done and performed.
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, the Company, the Guarantor, the New Obligor and the Trustee hereby agree as follows:
ARTICLE ONE
DEFINITIONS
Section 101.
Capitalized terms in this Fifth Supplemental Indenture that are not otherwise defined herein shall have the meanings set forth in the Indenture.
Section 102.
“Supplemented Indenture” shall mean the Indenture as supplemented by this Fifth Supplemental Indenture.
ARTICLE TWO
ASSUMPTION BY CO-OBLIGOR
Section 201.
The New Co-Obligor represents and warrants to the Trustee as follows:
(a)
The New Co-Obligor is duly incorporated, validly existing and in good standing under the laws of the State of New Jersey.
(b)
The execution, delivery and performance by it of this Fifth Supplemental Indenture have been authorized and approved by all necessary corporate action on its part.
Section 202.
The New Co-Obligor hereby expressly assumes, jointly and severally with the Company, the due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on all of the Securities issued under the Indenture, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed by the Company.
Section 203.
Nothing in this Supplemental Indenture shall alter the rights, duties or obligations of Ingersoll-Rand Global Holding Company Limited as the Company under the Indenture.
ARTICLE THREE
MISCELLANEOUS
Section 301.
This Fifth Supplemental Indenture is hereby executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture, this Fifth Supplemental Indenture forms a part thereof.
Section 302.
This Fifth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
Section 303.
This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
Section 304.
The Article headings herein are for convenience only and shall not affect the construction hereof.
Section 305.
If any provision of this Fifth Supplemental Indenture limits, qualifies or conflicts with any provision of the Supplemented Indenture which is required to be included in the Supplemented Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.
Section 306.
In case any provision in this Fifth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 307.
Nothing in this Fifth Supplemental Indenture, the Indenture or the Securities, express or implied, shall give to any person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of Securities, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Fifth Supplemental Indenture or the Securities.
Section 308.
The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company and the Guarantor, or for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Company by action or otherwise, (iii) the due execution hereof by the Company or (iv) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.
[
Signature Pages Follow
]
IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed, all as of the date first above written.
|
|
|
|
|
INGERSOLL-RAND GLOBAL HOLDING COMPANY LIMITED, as the Company
By
/s/ Robert L. Katz
Name: Robert L. Katz
Title: Senior Vice President and General Counsel
|
|
INGERSOLL-RAND INTERNATIONAL HOLDING LIMITED, as the Guarantor
By
/s/ Robert L. Katz
Name: Robert L. Katz
Title: President
|
|
INGERSOLL-RAND COMPANY, as the New Co-Obligor
By
/s/ Robert L. Katz
Name: Robert L. Katz
Title: Senior Vice President and General Counsel
|
[Fifth Supplemental Indenture to 2008 Indenture]
|
|
|
|
|
WELLS FARGO BANK, N.A., as Trustee
By
/s/ Yana Kislenko
Name: Yana Kislenko
Title: Vice President
|
[Fifth Supplemental Indenture to 2008 Indenture]
Exhibit 4.3
SECOND SUPPLEMENTAL INDENTURE
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of November 20, 2013 (the “Supplemental Indenture”), among INGERSOLL-RAND INTERNATIONAL HOLDING LIMITED, a company duly organized and existing under the laws of Bermuda (the “Company”), INGERSOLL-RAND COMPANY, a company duly organized and existing under the laws of the State of New Jersey (the “Guarantor” and the “New Co-Obligor”), and WELLS FARGO BANK, N.A., a national banking association, acting as Trustee under the Indenture, as defined herein (the “Trustee”)
RECITALS:
WHEREAS, the Company, the Guarantor and the Trustee have heretofore executed and delivered a certain Indenture, dated as of May 24, 2005 (the “Indenture”), as supplemented by the First Supplemental Indenture dated as of June 29, 2009;
WHEREAS, the New Co-Obligor desires to assume, jointly and severally with the Company, the due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on all of the Securities issued under the Indenture, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed by the Company;
WHEREAS, Section 901 of the Indenture provides, among other things, that, the Company, the Guarantor and the Trustee may amend or supplement the Indenture, without the consent of any Holder, to make any provisions with respect to matters or questions arising under the Indenture that do not adversely affect the interests of Holders under the Indenture in any material respect;
WHEREAS, the Company and the Guarantor have determined that this Supplemental Indenture complies with Section 901 of the Indenture and does not require the consent of any Holders and, on the basis of the foregoing and in reliance on an Officer’s Certificate and an Opinion of Counsel delivered by the Company, the Trustee has determined that this Supplemental Indenture is in form satisfactory to it;
WHEREAS, each of the Company, the Guarantor and the New Co-Obligor have been authorized by resolutions of their respective Boards of Directors to enter into this Supplemental Indenture; and
WHEREAS, all acts, conditions, proceedings and requirements necessary to make this Supplemental Indenture a valid, binding and legal agreement enforceable in accordance with its terms for the purposes expressed herein, in accordance with its terms, have been duly done and performed.
WITNESSETH:
NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, the Company, the Guarantor, the New Co-Obligor and the Trustee hereby agree as follows:
ARTICLE ONE
DEFINITIONS
Section 101.
Capitalized terms in this Supplemental Indenture that are not otherwise defined herein shall have the meanings set forth in the Indenture.
Section 102.
“Supplemented Indenture” shall mean the Indenture as supplemented by this Supplemental Indenture.
ARTICLE TWO
ASSUMPTION BY NEW CO-OBLIGOR
Section 201.
The New Co-Obligor represents and warrants to the Trustee as follows:
(a)
The New Co-Obligor is duly incorporated, validly existing and in good standing under the laws of the State of New Jersey.
(b)
The execution, delivery and performance by it of this Supplemental Indenture have been authorized and approved by all necessary corporate action on its part.
Section 202.
The New Co-Obligor hereby expressly assumes, jointly and severally with the Company, the due and punctual payment of the principal of (and premium, if any, on) and interest, if any, on all of the Securities issued under the Indenture, and the due and punctual performance and observance of all of the covenants and conditions of the Indenture to be performed by the Company.
Section 203.
Nothing in this Supplemental Indenture shall alter the rights, duties or obligations of The Ingersoll-Rand Company in its capacity as the Guarantor under the Indenture.
Section 204.
Nothing in this Supplemental Indenture shall alter the rights, duties or obligations of Ingersoll-Rand International Holding Limited as the as the Company under the Indenture.
ARTICLE THREE
MISCELLANEOUS
Section 301.
This Supplemental Indenture is hereby executed and shall be construed as an indenture supplemental to the Indenture and, as provided in the Indenture, this Supplemental Indenture forms a part thereof.
Section 302.
This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York.
Section 303.
This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.
Section 304.
The Article headings herein are for convenience only and shall not affect the construction hereof.
Section 305.
If any provision of this Supplemental Indenture limits, qualifies or conflicts with any provision of the Supplemented Indenture which is required to be included in the Supplemented Indenture by any of the provisions of the Trust Indenture Act, such required provision shall control.
Section 306.
In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
Section 307.
Nothing in this Supplemental Indenture, the Indenture or the Securities, express or implied, shall give to any person, other than the parties hereto and thereto and their successors hereunder and thereunder and the Holders of Securities, any benefit of any legal or equitable right, remedy or claim under the Indenture, this Supplemental Indenture or the Securities.
Section 308.
The Trustee accepts the amendments of the Indenture effected by this Supplemental Indenture, but on the terms and conditions set forth in the Indenture, including the terms and provisions defining and limiting the liabilities and responsibilities of the Trustee. Without limiting the generality of the foregoing, the Trustee shall not be responsible in any manner whatsoever for or with respect to any of the recitals or statements contained herein, all of which recitals or statements are made solely by the Company and the Guarantor, or for or with respect to (i) the validity or sufficiency of this Supplemental Indenture or any of the terms or provisions hereof, (ii) the proper authorization hereof by the Company by action or otherwise, (iii) the due execution hereof by the Company or (iv) the consequences of any amendment herein provided for, and the Trustee makes no representation with respect to any such matters.
[
Signature Pages Follow
]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
|
|
|
|
|
INGERSOLL-RAND INTERNATIONAL HOLDING LIMITED, as the Company
By
/s/ Robert L. Katz
Name: Robert L. Katz
Title: Senior Vice President and General Counsel
|
|
INGERSOLL-RAND COMPANY, as the Guarantor and as the New Co-Obligor
By
/s/ Robert L. Katz
Name: Robert L. Katz
Title: Senior Vice President and General Counsel
|
[Second Supplemental Indenture to 2005 Indenture]
|
|
|
|
|
WELLS FARGO BANK, N.A., as Trustee
By
/s/ Yana Kislenko
Name: Yana Kislenko
Title: Vice President
|
[Second Supplemental Indenture to 2005 Indenture]
Exhibit 10.1
EXECUTION VERSION
SUPPLEMENT NO. 1, dated as of November 20, 2013 (this “
Supplement
”), to the Credit Agreement (the “
Credit Agreement
”), dated as of March 15, 2012, among Ingersoll-Rand Global Holding Company Limited, as the Borrower, Ingersoll-Rand plc, as a Guarantor, the other Guarantors listed therein, the Banks listed therein and JPMorgan Chase Bank, N.A. as Administrative Agent.
A.
Reference is made to the Credit Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
B.
Ingersoll-Rand Company, a company duly organized and existing under the laws of the State of New Jersey (the “
New Guarantor
”), is executing this Supplement in accordance with Section 9.16(j) of the Credit Agreement pursuant to which any Person that is required to become a Guarantor pursuant to the definition of “Guarantors” in Section 1.1 of the Credit Agreement shall deliver a copy of the Credit Agreement (or a supplement thereto in form and substance satisfactory to the Administrative Agent) and thereupon such Person shall become a Guarantor under the Credit Agreement with the same force and effect as if such Person had executed the Credit Agreement as a Guarantor on the Effective Date.
Accordingly, the Administrative Agent and the New Guarantor hereby agree as follows:
SECTION 1. In accordance with Section 9.16(j) of the Credit Agreement and in order to induce the Banks to extend credit to the Borrower under the Credit Agreement, the New Guarantor by its signature below becomes a Guarantor under the Credit Agreement with the same force and effect as if the New Guarantor had executed the Credit Agreement as a Guarantor on the Effective Date and the New Guarantor hereby (a) agrees to all the terms and provisions of the Credit Agreement applicable to it as a Guarantor and Loan Party thereunder, including, without limitation, Section 9.16 of the Credit Agreement, and (b) represents and warrants that the representations and warranties made with respect to it as a Guarantor and Loan Party thereunder are true and correct in all material respects on and as of the date hereof (except to the extent that they expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Each reference to a Guarantor in the Credit Agreement shall be deemed to include the New Guarantor.
SECTION 2. The New Guarantor represents and warrants to the Administrative Agent that this Supplement constitutes a valid and binding agreement of the New Guarantor, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
SECTION 3. This Supplement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Supplement constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.
SECTION 4. THE NEW GUARANTOR AND THE ADMINISTRATIVE AGENT HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 5. This Supplement shall be governed by and construed in accordance with the laws of the State of New York. The New Guarantor hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated
hereby. The New Guarantor irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.
SECTION 6. Any provision of this Supplement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
SECTION 7. All notices, requests and other communications pursuant hereto shall be made in accordance with Section 9.1 of the Credit Agreement.
[
remainder of page intentionally left blank
]
IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this Supplement as of the day and year first above written.
INGERSOLL-RAND COMPANY,
By:
/s/ Robert L. Katz
Name: Robert L. Katz
Title: Senior Vice President and General Counsel
JPMORGAN CHASE BANK, N.A., as Administrative Agent,
By:
/s/ Richard W. Duker
Name: Richard W. Duker
Title: Managing Director
[Signature Page to Ingersoll-Rand 2012 Credit Agreement Guarantee Supplement No. 1]
Exhibit 10.2
EXECUTION VERSION
SUPPLEMENT NO. 1, dated as of November 20, 2013 (this “
Supplement
”), to the Credit Agreement (the “
Credit Agreement
”), dated as of May 20, 2011, among Ingersoll-Rand Global Holding Company Limited, as the Borrower, Ingersoll-Rand plc, as a Guarantor, the other Guarantors listed therein, the Banks listed therein and JPMorgan Chase Bank, N.A. as Administrative Agent.
A.
Reference is made to the Credit Agreement. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned to such terms in the Credit Agreement.
B.
Ingersoll-Rand Company, a company duly organized and existing under the laws of the State of New Jersey (the “
New Guarantor
”), is executing this Supplement in accordance with Section 9.16(j) of the Credit Agreement pursuant to which any Person that is required to become a Guarantor pursuant to the definition of “Guarantors” in Section 1.1 of the Credit Agreement shall deliver a copy of the Credit Agreement (or a supplement thereto in form and substance satisfactory to the Administrative Agent) and thereupon such Person shall become a Guarantor under the Credit Agreement with the same force and effect as if such Person had executed the Credit Agreement as a Guarantor on the Effective Date.
Accordingly, the Administrative Agent and the New Guarantor hereby agree as follows:
SECTION 1. In accordance with Section 9.16(j) of the Credit Agreement and in order to induce the Banks to extend credit to the Borrower under the Credit Agreement, the New Guarantor by its signature below becomes a Guarantor under the Credit Agreement with the same force and effect as if the New Guarantor had executed the Credit Agreement as a Guarantor on the Effective Date and the New Guarantor hereby (a) agrees to all the terms and provisions of the Credit Agreement applicable to it as a Guarantor and Loan Party thereunder, including, without limitation, Section 9.16 of the Credit Agreement, and (b) represents and warrants that the representations and warranties made with respect to it as a Guarantor and Loan Party thereunder are true and correct in all material respects on and as of the date hereof (except to the extent that they expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date). Each reference to a Guarantor in the Credit Agreement shall be deemed to include the New Guarantor.
SECTION 2. The New Guarantor represents and warrants to the Administrative Agent that this Supplement constitutes a valid and binding agreement of the New Guarantor, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.
SECTION 3. This Supplement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Supplement constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter hereof.
SECTION 4. THE NEW GUARANTOR AND THE ADMINISTRATIVE AGENT HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
SECTION 5. This Supplement shall be governed by and construed in accordance with the laws of the State of New York. The New Guarantor hereby submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The New Guarantor irrevocably waives, to the fullest extent permitted by law, any objection which it may
now or hereafter have to the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.
SECTION 6. Any provision of this Supplement held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.
SECTION 7. All notices, requests and other communications pursuant hereto shall be made in accordance with Section 9.1 of the Credit Agreement.
[
remainder of page intentionally left blank
]
IN WITNESS WHEREOF, the New Guarantor and the Administrative Agent have duly executed this Supplement as of the day and year first above written.
INGERSOLL-RAND COMPANY,
By:
/s/ Robert L. Katz
Name: Robert L. Katz
Title: Senior Vice President and General Counsel
JPMORGAN CHASE BANK, N.A., as Administrative Agent,
By:
/s/ Richard W. Duker
Name: Richard W. Duker
Title: Managing Director
[Signature Page to Ingersoll-Rand 2011 Credit Agreement Guarantee Supplement No. 1]