Document R2XoNoOBd13mzmJYgGXwRg8ka

COOPER INDUSTRIES LTD(Form 424B2, Received 10/25/2002 13 39 31) Page 28 of 68 obligations "Eligible Obligations" means obligations which, when deposited, cause the debt securities to be rated in the highest generic long-term debt rating category assigned to legally defeased debt by one or more nationally recognized rating agencies If there is any discharge of debt securities under the terms of the indenture described above, the holders of the discharged debt securities will be able to look solely to the trust fund, and not to Cooper or the Guarantor, for payments of principal, any premium, and any interest THE TRUSTEE 15 JPMorgan Chase Bank is the trustee under the indenture The trustee performs services for us and transacts other banking business, including the extension of credit, with us from time to time in the normal course of business GOVERNING LAW The indenture provides that it, the debt securities and the guarantee of the debt securities will be governed by, and construed m accordance with, the laws of the State of New York. BOOK-ENTRY SECURITIES The debt securities offered by this prospectus and any applicable prospectus supplement may be issued in whole or m part in book-entry form In that case, beneficial owners of the debt securities will not receive certificates representing their ownership interests in the debt securities, except m the event the book-entry system for the debt securities is discontinued Debt securities issued in book-entry form will be evidenced by one or more global securities that will be deposited with, or on behalf of, a depository identified in the applicable prospectus supplement relating to the debt securities The Depository Trust Company is expected to serve as depository A global debt security may not be transferred except as a whole between the depository and one or more of its nominees or a successor Global debt securities may be issued in either registered or bearer form and in either temporary or permanent form The specific terms of the depository arrangement with respect to a class or senes of debt secunties that differ from the terms descnbed in this prospectus will be descnbed in the applicable prospectus supplement Unless otherwise indicated in the applicable prospectus supplement, we anticipate that the following provisions will apply to depository arrangements Upon the issuance of a global debt secunty, the depository for the global debt secunty or its nominee will credit on its book-entry registration and transfer system the respective pnncipal amounts of the individual secunties represented by the global debt secunty to the respective accounts of the beneficial owners of the individual debt secunties, who are called "participants " The accounts will be designated by the underwnters, dealers or agents with respect to the debt securities or by us if we directly offer and sell the debt secunties Ownership of a beneficial mterest m a global debt secunty will be limited to the depository's participants and will be shown on the records maintained by the depository or its nominee. Transfers of that ownership mterest will be effected only through those records Others may hold a beneficial interest in a global debt secunty but only through the ownership of a participant. Ownership and any transfer of that beneficial ownership will be shown on and effected through records maintained 3U7 Vlttrv //vtrvxrvx/ ,,,TTT>-rDC P-OTT/"--1 1 A IfiO'l 1/10 /^AAI