Document YD3wpDozYgQpnL92rdxya470V

COOPER INDUSTRIES LTD(Form 424B2, Received 10/25/2002 13 39 31) Page 26 of 68 13 continuing for any senes, either the trustee or the holders of not less than 25% m total principal amount of the debt secunties of the senes then outstanding, voting separately as a senes, may declare the pnncipal of all outstanding debt secunties of the senes and the accrued interest to be due and payable immediately In the case of debt securities issued bearing no interest or below-market interest, the amount that may be declared due and payable immediately is the portion of the principal specified in the terms of the debt secunties, along with the accrued interest. In some cases, the holders of a majonty m pnncipal amount of the outstanding debt secunties of a senes may on behalf of the holders of all debt secunties of the senes waive any past default or event of default for the debt secunties of the senes or compliance with some provisions of the indenture, except, among other things, an uncured default m payment of pnncipal, premium, if any, or interest, if any, on any of the debt secunties of the senes The trustee must, within 90 days after the occurrence of an event of default, without regard to any grace penod or notice requirement, give to the holders of the debt secunties of the senes notice of all uncured and unwaived defaults known to it Except in the case of default in the payment of pnncipal, premium or interest on any of the debt secunties of the senes, the trustee will be protected in withholding the notice if it m good faith determines that the withholding of the notice is in the interest of the holders of the debt securities of the senes The trustee is entitled to be indemnified by the holders of debt secunties before proceeding to exercise any nght or power under the indenture at the request of holders of the debt secunties The trustee's right to indemnification is subject to the duty of the trustee dunng an event of default to act with the required standard of care. Subject to the provisions of the indenture, the holders of a majority in pnncipal amount of the outstanding debt secunties of any series may direct the time, method and place of conducting proceedings for remedies available to the trustee exercismg any trust or power conferred on the trustee for the senes Cooper and the Guarantor must file annually with the trustee a certificate of no default or specifying any default that exists AMENDMENTS AND WAIVERS Cooper, the Guarantor and the trustee may, without the consent of any holders of debt secunties, enter mto supplemental indentures for, among others, the purposes of - adding to Cooper's or the Guarantor's covenants, - adding additional events of default, - establishing the form or terms of debt secunties, - curing ambiguities or inconsistencies m the indenture; or - making any other provisions about matters or questions ansmg under the indenture if the action does not adversely affect the interests of the holders of any affected senes of debt securities. Cooper, the Guarantor and the trustee may, with the consent of the holders of a majonty in pnncipal amount of the outstanding debt secunties of each senes to be affected, execute supplemental indentures adding any provisions to or changing or eliminating any of the provisions of the indenture or the debt secunties of a senes or modifying any of the nghts of the holders of the debt secunties of the senes to be affected However, no supplemental indenture may, without the consent of the holder of each debt httn //www Qhar#=*fin1Hpr rnrn/rr\r*f>pr/T7HrrcjrT'lAtai1 XV/'"'TV'=1 1/11 O'") i /i o/onni