HAROLD RIDDAR Page 1 1 No. 00-03612-J 2 MONTY JOE DUNAGAN, et al., ) IN THE DISTRICT COURT PLAINTIFFS, VS .

El Paso Plant L.

J. eLORCO MILL.

JlledSignal FEB 9 6 Recd !

Honeywell Generic Material Safety Data Sheet Friction Materials Containing Asbestos 1.

THE BENDIX CORPORATION MARSHALL ECLIPSE DIVISION TROY, NEW YORK FORD MTR FIELD ACT DEP P 0 UOX 2003 LIVONIA MI 40151 SHIPPED TO FOND MTR DEL VAL DEP SERV OPER RTE 130 PENNSAUKN NJ OflilO CLEVELAND, TENN.

SHIPPER THE BENDIX CORPORATION FRICTION MATERIALS DIVISION TROY, NEW YORK .............SOLD TO FORD MTR.

SHIPI THE BENDIX CORPORATION FRICTION AAATERiALS DIVISION TROY, NEW YORK CLEVELAND, TENN.

X SHIPPER THE BEND1X CORPORATION FRICTION MATERIALS ijflVlSION SJ- TROY, NEW YORK CLEVELAND, TENN.

F.M 2:5 THE BENDIX CORPORATION REV :2!

r*}:4 THE BENDIX CORPORATION C!

MT23* THE BENDIX CORPORATION FRICTION MATERIALS DIVISION TROY, NEW YORK FORD MTR FIELD ACT OEF H50LD p 0 SOX 2003 . ' . to.

COOPER INDUSTRIES, INC.

COOPER INDUSTRIES LTD(Form 424B2, Received 10/25/2002 13.39 31) Page 25 of 68 or controlled, directly or indirectly, by the Guarantor or by one or more Subsidiaries and which is consolidated in the Guarantor's latest consolidated financial statements filed with the Securities and Exchange Commission or provided generally to the Guarantor's shareholders MERGER, CONSOLIDATION OR SALE OF ASSETS Cooper may not merge into or consolidate with or convey or transfer its properties and assets substantially as an entirety to any person unless1 - the successor corporation is a corporation organized and existing under the laws of the United States of America or any state or the District of Columbia; - the successor corporation assumes by supplemental indenture all of Cooper's obligations under the indenture, and - immediately after giving effect to the transaction, no event of default, and no event which, after notice or lapse of time, or both, would become an event of default, has occurred and is continuing The Guarantor may not merge into or consolidate with or convey or transfer its properties substantially as an entirety to any person unless. - the successor corporation assumes by supplemental indenture all of the Guarantor's obligations under the indenture, and - immediately after giving effect to the transaction, no event of default, and no event which, after notice or lapse of time, or both, would become an event of default, has occurred and is continuing EVENTS OF DEFAULT The following are events of default under the indenture - default for 30 days in payment of any interest installment when due, - default in the payment of principal of, or premium, if any, on, any of the debt securities of such senes when due at its stated matunty, when called for redemption, by declaration or otherwise, - default m the making of any payment for a sinking, purchase or similar fund provided for m respect of such senes and continuance of such default for a penod of 30 days, - default m the performance of any other covenant in the indenture with respect to the debt secunties for 90 days after notice to Cooper and the Guarantor by the trustee or by holders of 25% in pnncipal amount of the outstanding debt secunties of such senes; or - certain events of bankruptcy, insolvency and reorganization involving Cooper or the Guarantor.

FrictionMatOiri* DfVlSkXI : ' r- - Troy, N*vv Yoric ''..0*vaiftnd.Tnn.' . soidTc*; V FDb6VhAKTIHS OCSF -::F;.D;t3V.ACC0Hl^K'G f?