Eaton Corp plc 8-K, filed Mar 10, 2026
Eaton Corp plc (ETN)
8-K
2026-03-10
For: 2026-03-06
View Original
Added on
April 08, 2026
About this 8-K
Eaton Corp plc filed this 8-K on March 10, 2026, reporting on events of March 6, 2026.
Items reported
- Item 1.02: Ended a material agreement
- Item 2.03: New debt or off-balance-sheet obligation
- Item 9.01: Financial statements and exhibits
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 (Date of earliest event reported): March 6, 2026
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(Former name or former address, if changed since last report.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.02 |
Termination of a Material Definitive Agreement.
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On March 6, 2026, Eaton Corporation (“Eaton Corp”), a subsidiary of Eaton Corporation
plc (the “Company”), terminated the $8,000,000,000 term credit agreement (the “Term Credit Agreement”) entered into on February
6, 2026 with the Company, Eaton Capital Unlimited Company (“Eaton Capital”), a subsidiary of the Company, and certain other subsidiaries of the Company that become eligible borrowers,
certain subsidiaries of the Company as guarantors, certain banks party thereto as lenders, and Citibank N.A., as administrative agent for the lenders. No loans were outstanding thereunder as of the date of termination and the Company incurred no
penalties in connection with the termination. The Term Credit Agreement was terminated in connection with the issuance of the Notes (as defined below) as set forth in Item 2.03 of this Current Report on Form 8-K. The information regarding the Term
Credit Agreement set forth in the Company’s Current Report on Form 8-K, dated and filed with the SEC on February 6, 2026, is incorporated by reference in this Item 1.02.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement of a Registrant.
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On March 6, 2026, Eaton Corp closed its sale of 3.850% notes due 2028 in the principal amount of $1,500.0 million (the “2028 U.S. Notes”); 3.950% notes due 2029 in the principal amount of $1,500.0 million (the “2029 U.S. Notes”); 4.200% notes due 2031 in the principal
amount of $1,500.0 million (the “2031 U.S. Notes”); 4.500% notes due 2033 in the principal amount of $1,000.0 million (the “2033 U.S. Notes”);
4.800% notes due 2036 in the principal amount of $2,000.0 million (the “2036 U.S. Notes”); and 5.450% notes due 2056 in the principal amount of $1,000.0 million (the “2056 U.S. Notes” and collectively with the 2028 U.S. Notes, the 2029 U.S. Notes, the 2031 U.S. Notes, the 2033 U.S. Notes, and the 2036 U.S. Notes, the “U.S. Notes”).
On March 10, 2026, Eaton Capital closed its sale of 3.550% notes due 2034 in the principal amount of €600.0 million (the “2034 Euro Notes”) and 4.000% notes due 2038 in the principal amount of €600.0 million (the “2038 Euro Notes,” and together with the
2034 Euro Notes, the “Euro Notes” and together with the U.S. Notes, the “Notes”).
The Notes have been registered under the Securities Act of 1933, as amended, pursuant to a registration statement (the “Registration Statement”) on Form S-3ASR (No. 333-281174) previously filed with the U.S. Securities and Exchange Commission. The Notes were sold pursuant to a prospectus, dated August 1, 2024 (the “Base Prospectus”), forming a part of the Company’s Registration Statement, a separate preliminary prospectus supplement in respect of the U.S. Notes, dated March 4, 2026 (the “U.S. Preliminary Prospectus Supplement”), a separate preliminary prospectus supplement in respect of the Euro Notes, dated March 5, 2026 (the “Euro
Preliminary Prospectus Supplement” and, together with U.S. Preliminary Prospectus Supplement, the “Preliminary Prospectus Supplements”), a separate final prospectus
supplement in respect of the U.S. Notes, dated March 4, 2026 (the “U.S. Final Prospectus Supplement”), and a separate final prospectus supplement in respect of the Euro Notes, dated March
5, 2026 (the “Euro Final Prospectus Supplement” and, together with the U.S. Final Prospectus Supplement, the “Final Prospectus Supplements”
and together with the Preliminary Prospectus Supplements, the “Prospectus Supplements”).
The aggregate net proceeds received by Eaton Corp from the sale of the U.S. Notes were approximately $8,436.5 million, after deducting the
underwriting discount and expenses and the aggregate net proceeds received by Eaton Capital from the sale of the Euro Notes were approximately €1,192.1 million, after deducting the underwriting discount and expenses. Eaton Corp and Eaton Capital
intend to use the net proceeds from the respective Notes for general corporate purposes, including to consummate the previously disclosed acquisition of Boyd Thermal.
The U.S. Notes were guaranteed by the Company, Eaton Capital, and certain of the Company’s subsidiaries (together, the “Subsidiary Guarantors”), and the Euro Notes were guaranteed by the Company, Eaton Corp, and the Subsidiary Guarantors. The Notes were issued pursuant to an indenture, dated as of May 9, 2025 (the “Base Indenture”), among Eaton Capital, Eaton Corp, the Company, the Subsidiary Guarantors and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”), as supplemented by the third supplemental indenture in respect to the U.S. Notes dated as of March 6, 2026 (the “Third Supplemental Indenture”) and
a fourth supplemental indenture in respect to the Euro Notes dated as of March 10, 2026 (the “Fourth Supplemental Indenture” and, together with the Base Indenture and Third Supplemental
Indenture, the “Indenture”). Capitalized terms used that are otherwise not defined have the meanings given to them in the Indenture.
Interest on the 2028 U.S. Notes will be payable semi-annually in arrears on each March 6 and September 6, commencing on September 6, 2026. The
2028 U.S. Notes will bear interest at 3.850% per year and will mature on March 6, 2028.
Interest on the 2029 U.S. Notes will be payable semi-annually in arrears on each March 6 and September 6, commencing on September 6, 2026. The
2029 U.S. Notes will bear interest at 3.950% per year and will mature on March 6, 2029.
Interest on the 2031 U.S. Notes will be payable semi-annually in arrears on each March 6 and September 6, commencing on September 6, 2026. The
2031 U.S. Notes will bear interest at 4.200% per year and will mature on March 6, 2031.
Interest on the 2033 U.S. Notes will be payable semi-annually in arrears on each March 6 and September 6, commencing on September 6, 2026. The
2033 U.S. Notes will bear interest at 4.500% per year and will mature on March 6, 2033.
Interest on the 2036 U.S. Notes will be payable semi-annually in arrears on each March 6 and September 6, commencing on September 6, 2026. The
2036 U.S. Notes will bear interest at 4.800% per year and will mature on March 6, 2036.
Interest on the 2056 U.S. Notes will be payable semi-annually in arrears on each March 6 and September 6, commencing on September 6, 2026. The
2056 U.S. Notes will bear interest at 5.450% per year and will mature on March 6, 2056.
Interest on the 2034 Euro Notes will be payable annually in arrears on March 10 of each year, commencing on March 10, 2027 and interest on the
2038 Euro Notes will be payable annually in arrears on March 10 of each year, commencing on March 10, 2027. The 2034 Euro Notes will bear interest at 3.550% per year and will mature on March 10, 2034. The 2038 Euro Notes will bear interest at
4.000% per year and will mature on March 10, 2038.
Eaton Corp may redeem the 2028 U.S. Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed
as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a
semi-annual basis at the Treasury Rate plus 10 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid interest thereon to the
redemption date.
Prior to February 6, 2029, Eaton Corp may redeem the 2029 U.S. Notes at its option, in whole or in part, at any time and from time to time, at a
redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to
the redemption date on a semi-annual basis at the Treasury Rate plus 10 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid
interest thereon to the redemption date. On or after February 6, 2029, Eaton Corp may redeem the 2029 U.S. Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the applicable
2029 U.S. Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
Prior to February 6, 2031, Eaton Corp may redeem the 2031 U.S. Notes at its option, in whole or in part, at any time and from time to time, at a
redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to
the redemption date on a semi-annual basis at the Treasury Rate plus 10 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid
interest thereon to the redemption date. On or after February 6, 2031, Eaton Corp may redeem the 2031 U.S. Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the applicable
2031 U.S. Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
Prior to January 6, 2033, Eaton Corp may redeem the 2033 U.S. Notes at its option, in whole or in part, at any time and from time to time, at a
redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to
the redemption date on a semi-annual basis at the Treasury Rate plus 10 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid
interest thereon to the redemption date. On or after January 6, 2033, Eaton Corp may redeem the 2033 U.S. Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the applicable
2033 U.S. Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
Prior to December 6, 2035, Eaton Corp may redeem the 2036 U.S. Notes at its option, in whole or in part, at any time and from time to time, at a
redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to
the redemption date on a semi-annual basis at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid
interest thereon to the redemption date. On or after December 6, 2035, Eaton Corp may redeem the 2036 U.S. Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the applicable
2036 U.S. Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
Prior to September 6, 2055, Eaton Corp may redeem the 2056 U.S. Notes at its option, in whole or in part, at any time and from time to time, at a
redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to
the redemption date on a semi-annual basis at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either case, accrued and unpaid
interest thereon to the redemption date. On or after September 6, 2055, Eaton Corp may redeem the 2056 U.S. Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the applicable
2056 U.S. Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
Prior to December 10, 2033, Eaton Capital may redeem the 2034 Euro Notes at its option, in whole or in part, at any time and from time to time, at
a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted
to the redemption date on an annual basis (assuming an Actual/Actual (ICMA) day count fraction) at the Comparable Government Bond Rate plus 15 basis points, less (b) interest accrued to the date of redemption. On or after December 10, 2033, Eaton
Capital may redeem the 2034 Euro Notes in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the applicable 2034 Euro Notes being redeemed plus accrued and unpaid interest thereon to
the redemption date.
Prior to December 10, 2037, Eaton Capital may redeem the 2038 Euro Notes at its option, in whole or in part, at any time and from time to time, at
a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted
to the redemption date on an annual basis (assuming an Actual/Actual (ICMA) day count fraction) at the Comparable Government Bond Rate plus 20 basis points, less (b) interest accrued to the date of redemption. On or after December 10, 2037, Eaton
Capital may redeem the 2038 Euro Notes in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the applicable 2038 Euro Notes being redeemed plus accrued and unpaid interest thereon to
the redemption date.
The Notes are subject to redemption upon at least 10 days but not more than 60 days’ notice to each registered holder of the Notes to be redeemed,
at any time, as a whole or in part, at the election of Eaton Corp for U.S. Notes and Eaton Capital for Euro Notes, in accordance with the terms of the Indenture.
The U.S. Notes are Eaton Corp’s unsecured and unsubordinated obligations ranking equally with Eaton Corp’s other unsecured and unsubordinated
indebtedness from time to time outstanding. The guarantees of the U.S. Notes are unsecured and unsubordinated obligations of the Company, Eaton Capital, and the Subsidiary Guarantors, ranking equally with their other respective unsecured and
unsubordinated indebtedness from time to time outstanding.
The Euro Notes are Eaton Capital’s unsecured and unsubordinated obligations ranking equally with Eaton Capital’s other unsecured and
unsubordinated indebtedness from time to time outstanding. The guarantees of the Euro Notes are unsecured and unsubordinated obligations of the Company, Eaton Corp, and the Subsidiary Guarantors, ranking equally with their other respective
unsecured and unsubordinated indebtedness from time to time outstanding.
The foregoing descriptions of the Notes and the terms thereof do not purport to be complete and are qualified in its entirety by reference to the
Base Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture, filed hereto as Exhibits 4.1, 4.2 and 4.3, respectively, and incorporated herein by reference. The form of Notes and the form of guaranty for the Notes, which
are included as part of the Third Supplemental Indenture and Fourth Supplemental Indenture, are filed as Exhibit 4.4 and 4.5, respectively, and incorporated herein by reference.
Opinions regarding the legality of the Notes are filed as Exhibit 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 5.9 and 5.10 hereto, and are
incorporated by reference into the Registration Statement, and consents relating to the incorporation of such opinions are incorporated by reference into the Registration Statement and are filed as Exhibit 23.1, 23.2, 23.3, 23.4, 23.5, 23.6, 23.7,
23.8, 23.9 and 23.10 hereto by reference to their inclusion within Exhibits 5.1, 5.2, 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 5.9 and 5.10.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits.
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Exhibit No.
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Exhibit Description
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Indenture, dated as of May 9, 2025, among Eaton Capital, Eaton Corp, the Company, the Subsidiary Guarantors and the Trustee (incorporated by reference to
Exhibit 4.1 to Eaton Corporation plc’s Current Report on Form 8-K (File No. 333-54863), filed on May 9, 2025).
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Third Supplemental Indenture, dated as of March 6, 2026, among Eaton Capital, Eaton Corp, the Company, the Subsidiary Guarantors and the Trustee.
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Fourth Supplement Indenture, dated as of March 10, 2026, among Eaton Capital, Eaton Corp, the Company, the Subsidiary Guarantors and the Trustee.
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Form of the U.S. Notes, including the Guarantees (included as part of Exhibit 4.2).
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Form of the Euro Notes, including the Guarantees (included as part of Exhibit 4.3).
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Opinion of Lisa Sutton, Eaton Corp’s Vice President and Assistant Secretary, as to the validity of the U.S. Notes.
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Opinion of Lisa Sutton, Eaton Corp’s Vice President and Assistant Secretary, as to the validity of the Euro Notes.
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Opinion of McCann FitzGerald LLP, Irish counsel, as to the validity of the U.S. Notes.
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Opinion of McCann FitzGerald LLP, Irish counsel, as to the validity of the Euro Notes.
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Opinion of Clifford Chance LLP, Dutch counsel, as to the validity of the U.S. Notes.
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| 5.6 |
Opinion of Clifford Chance LLP, Dutch counsel, as to the validity of the Euro Notes. |
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Opinion of White & Case S.à r.l., Luxembourg Counsel, as to the validity of the U.S. Notes.
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Opinion of White & Case S.à r.l., Luxembourg Counsel, as to the validity of the Euro Notes.
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Opinion of White & Case LLP, New York counsel, as to the validity of the U.S. Notes.
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Opinion of White & Case LLP, New York counsel, as to the validity of the Euro Notes.
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Consent of Lisa Sutton (included in Exhibit 5.1).
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Consent of Lisa Sutton (included in Exhibit 5.2).
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Consent of McCann FitzGerald LLP (included in Exhibit 5.3).
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Consent of McCann FitzGerald LLP (included in Exhibit 5.4).
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Consent of Clifford Chance LLP (included in Exhibit 5.5).
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| 23.6 |
Consent of Clifford Chance LLP (included in Exhibit 5.6).
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Consent of White & Case S.à r.l. (included in Exhibit 5.7).
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Consent of White & Case S.à r.l. (included in Exhibit 5.8).
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Consent of White & Case LLP (included in Exhibit 5.9).
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Consent of White & Case LLP (included in Exhibit 5.10).
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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Eaton Corporation plc
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Date: March 10, 2026
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By:
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/s/ Adam Wadecki
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Adam Wadecki
Senior Vice President and Controller
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Exhibit 4.2
Execution Version
EATON CORPORATION
and
each of the Guarantors as defined herein
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
as Trustee
THIRD SUPPLEMENTAL INDENTURE
Dated as of March 6, 2026
to
Indenture dated as of May 9, 2025
$1,500,000,000 3.850% Notes due 2028
$1,500,000,000 3.950% Notes due 2029
$1,500,000,000 3.950% Notes due 2029
$1,500,000,000 4.200% Notes due 2031
$1,000,000,000 4.500% Notes due 2033
$2,000,000,000 4.800% Notes due 2036
$1,000,000,000 5.450% Notes due 2056
TABLE OF CONTENTS
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| ARTICLE I |
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DEFINITIONS
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SECTION 1.1
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Generally
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1
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SECTION 1.2
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Definition of Certain Terms
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1
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| ARTICLE II | ||
| GENERAL TERMS OF THE NOTES | ||
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SECTION 2.1
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Form
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5
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SECTION 2.2
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Amount and Payment of Principal and Interest.
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5
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SECTION 2.3
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Denominations
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6
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SECTION 2.4
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Global Securities
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SECTION 2.5
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Payment, Transfer and Exchange
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SECTION 2.6
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Security Registrar and Paying Agent
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SECTION 2.7
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Ranking
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SECTION 2.8
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Trustee’s Right to Refuse Directions in Certain Circumstances
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SECTION 2.9
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Additional Amounts.
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7 |
| ARTICLE III | ||
| REDEMPTION | ||
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SECTION 3.1
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Redemption
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8
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SECTION 3.2
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Redemption Procedures
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12
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SECTION 3.3
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Notice of Redemption
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12
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| ARTICLE IV | ||
| CHANGE OF CONTROL | ||
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SECTION 4.1
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Change of Control
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12
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| ARTICLE V | ||
| MISCELLANEOUS PROVISIONS | ||
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SECTION 5.1
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Ratification of Base Indenture
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15
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SECTION 5.2
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Trustee Not Responsible for Recitals
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15
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SECTION 5.3
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Table of Contents, Headings, etc.
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SECTION 5.4
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Counterpart Originals
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SECTION 5.5
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Governing Law
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EXHIBIT A
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Form of 2028 Note
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A-1
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EXHIBIT B
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Form of 2029 Note
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B-1
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-i-
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EXHIBIT C
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Form of 2031 Note
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C-1
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EXHIBIT D
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Form of 2033 Note
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D-1
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EXHIBIT E
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Form of 2036 Note
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E-1
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EXHIBIT F
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Form of 2056 Note
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F-1
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-ii-
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of March 6, 2026 (this “Supplemental Indenture”), among Eaton Corporation, an Ohio corporation, as issuer (the “Company”), Eaton Corporation
plc, an Irish public limited company (the “Parent”), the Subsidiary Guarantors (as defined below), and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).
RECITALS:
WHEREAS, the Company has executed and delivered to the Trustee an Indenture, dated as of May 9, 2025 (the “Base Indenture” and as supplemented by this Supplemental Indenture, the “Indenture”),
providing for the issuance by the Company from time to time of its unsecured and unsubordinated debentures, notes or other evidences of indebtedness (the “Securities”) to be issued in one or more series unlimited as to principal amount;
WHEREAS, the Company has duly authorized and desires to cause to be established pursuant to the Base Indenture and this Supplemental Indenture a new series of Securities designated the 3.850% Notes
due 2028 (the “2028 Notes”), 3.950% Notes due 2029 (the “2029 Notes”), 4.200% Notes due 2031 (the “2031 Notes”), 4.500% Notes due 2033 (the “2033 Notes”), 4.800% Notes due 2036 (the “2036 Notes”) and 5.450% Notes
due 2056 (the “2056 Notes” and, collectively with the 2028 Notes, the 2029 Notes, the 2031 Notes, the 2033 Notes and the 2036 Notes, the “Notes”), the form and terms of such Notes to be set forth in this Supplemental Indenture;
WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company, the Parent, the Subsidiary Guarantors and the Trustee, in accordance with its terms, and a valid
amendment of, and supplement to, the Base Indenture have been done;
NOW, THEREFORE, in consideration of the premises and the purchase and acceptance of the Notes by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of
all Holders of the Notes, that the Base Indenture is supplemented and amended, to the extent expressed herein, as follows:
SECTION 1.1 Generally. (a) Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Base Indenture.
(b) The rules of interpretation set forth in the Base Indenture shall be applied hereto as if set forth in full herein.
SECTION 1.2 Definition of Certain Terms. For all purposes of this Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires, the
following terms shall have the following respective meanings:
“2029 Par Call Date” means February 6, 2029 (one month prior to maturity of the 2029 Notes).
“2031 Par Call Date” means February 6, 2031 (one month prior to maturity of the 2031 Notes).
“2033 Par Call Date” means January 6, 2033 (two months prior to maturity of the 2033 Notes).
“2036 Par Call Date” means December 6, 2035 (three months prior to maturity of the 2036 Notes).
“2056 Par Call Date” means September 6, 2055 (six months prior to maturity of the 2056 Notes).
“Additional Notes” has the meaning specified in Section 2.2(b).
“Change of Control” means the occurrence of any of the following: (1) the direct or indirect sale, lease, transfer, conveyance or other disposition (other than by way of merger or
consolidation), in one or more series of related transactions, of all or substantially all of the assets of the Parent and the assets of its subsidiaries, taken as a whole, to any person, other than the Parent or one of its subsidiaries; (2) the
consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of the
outstanding Voting Stock of the Parent or other Voting Stock into which the Voting Stock of the Parent is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; (3) the Parent consolidates with, or
merges with or into, any person, or any person consolidates with, or merges with or into, the Parent, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Parent or the Voting Stock of such other person is
converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Voting Stock of the Parent outstanding immediately prior to such transaction constitute, or are converted into or exchanged
for, a majority of the Voting Stock of the surviving person or any direct or indirect parent company of the surviving person immediately after giving effect to such transaction; or (4) the adoption of a plan relating to the liquidation or dissolution
of the Parent. A transaction will not be deemed to involve a Change of Control under clause (2) above if (i) the Parent becomes a direct or indirect wholly-owned subsidiary of a holding company and (ii)(A) the direct or indirect holders of the
Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Voting Stock of the Parent immediately prior to that transaction or (B) immediately following that transaction no person
(other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of the Voting Stock of such holding company. The term “person,” as used in this definition, has the meaning
given thereto in Section 13(d)(3) of the Exchange Act. “Change of Control Triggering Event” means the occurrence of both a Change of Control and a Rating Event.
“Change of Control Payment” has the meaning specified in Section 4.1(a).
“Change of Control Payment Date” has the meaning specified in Section 4.1(b).
“Fitch” means Fitch Inc., and its successors.
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“Guarantee” means, with respect to the Notes, the guarantee by any Guarantor of the Company’s obligations, subject to the terms and limitations of Article 17 of the Base Indenture and Exhibits
A, B, C, D, E and F hereof.
“Guarantors” means, with respect to the Notes, the Parent and the Subsidiary Guarantors.
“Interest Payment Date” has the meaning specified in Section 2.2(c).
“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the equivalent) by Moody’s, BBB- (or the equivalent) by S&P and BBB- (or the equivalent) by Fitch, and the
equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by the Parent.
“Moody’s” means Moody’s Investors Service, Inc., and its successors.
“Par Call Date” means (i) in the case of 2029 Notes, the 2029 Par Call Date, (ii) in the case of the 2031 Notes, the 2031 Par Call Date, (iii) in the case of the 2033 Notes, the 2033 Par Call
Date, (iv) in the case of 2036 Notes, the 2036 Par Call Date, and (v) in the case of the 2056 Notes, the 2056 Par Call Date.
“Prospectus Supplement” means the prospectus supplement, dated March 4, 2026, to the prospectus, dated August 1, 2024, relating to the offering by the Company of the Notes.
“Rating Agencies” means (1) each of Moody’s, S&P and Fitch; and (2) if any of Moody’s, S&P or Fitch ceases to rate the Notes or fails to make a rating of the Notes publicly available
for reasons beyond the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act selected by the Parent (as certified by a resolution of the Parent’s Board of Directors) as
a replacement agency for Moody’s, S&P or Fitch, or all of them, as the case may be.
“Rating Event” means the rating on the applicable Notes is lowered by at least two Rating Agencies and such Notes are rated below an Investment Grade Rating on any day during the period (which
period will be extended so long as the rating of such Notes is under publicly announced consideration for a possible downgrade by any of the Rating Agencies) commencing 60 days prior to the first public notice of the occurrence of a Change of Control
or the Parent’s intention to effect a Change of Control and ending 60 days following consummation of such Change of Control.
“S&P” means S&P Global Ratings, and any successor to its rating agency business.
“Subsidiary Guarantors” means Cooper B-Line, Inc., Cooper Bussmann, LLC, Cooper Crouse-Hinds, LLC, Cooper Industries Unlimited Company, Cooper Power Systems, LLC, Cooper Wiring Devices, Inc.,
Eaton Aeroquip LLC, Eaton Aerospace LLC, Eaton Capital Unlimited Company, Eaton Controls (Luxembourg) S.à r.l., Eaton Domhanda Unlimited Company, Eaton Electric Holdings LLC, Eaton Filtration LLC, Eaton Leasing Corporation, Eaton Technologies
(Luxembourg) S.à r.l., Turlock B.V. and Wright Line LLC.
“Treasury Rate” means with respect to any redemption date, the yield determined by the Company in accordance with the following two paragraphs.
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The Treasury Rate shall be determined by the Company after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve
System), on the third Business Day preceding the redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal
Reserve System designated as “Selected Interest Rates (Daily) - H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or
heading) (“H.15 TCM”). In determining the Treasury Rate, the Company shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the redemption date to the applicable Par Call Date
(the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one
yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the applicable Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding
the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes
of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the redemption date.
If on the third Business Day preceding the redemption date H.15 TCM or any successor designation or publication is no longer published, the Company shall calculate the Treasury Rate based on the rate per annum equal to
the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second Business Day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the applicable Par
Call Date, as applicable. If there is no United States Treasury security maturing on the applicable Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the applicable Par Call Date, one
with a maturity date preceding the applicable Par Call Date and one with a maturity date following the applicable Par Call Date, the Company shall select the United States Treasury security with a maturity date preceding the applicable Par Call Date.
If there are two or more United States Treasury securities maturing on the applicable Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, the Company shall select from among these two or more
United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the
Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal
amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
“Voting Stock” means, with respect to any specified “person” (as that term is used in Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of that person that is at the time
entitled to vote generally in the election of the board of directors of that person.
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SECTION 2.1 Form. Each series of Notes, the Trustee’s certificates of authentication and the Guarantees shall be substantially in the form of Exhibits A
through F to this Supplemental Indenture, which are hereby incorporated into this Supplemental Indenture. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Supplemental Indenture and to
the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.
SECTION 2.2 Amount and Payment of Principal and Interest. (a) In accordance with the Company Order delivered to the Trustee pursuant to Section 3.03 of the Base Indenture, the Trustee shall authenticate and deliver the 2028
Notes with the Guarantee affixed thereto for original issue on the date hereof in the aggregate principal amount of $1,500,000,000, the 2029 Notes with the Guarantee affixed thereto for original issue on the date hereof in the aggregate principal
amount of $1,500,000,000, the 2031 Notes with the Guarantee affixed thereto for original issue on the date hereof in the aggregate principal amount of $1,500,000,000, the 2033 Notes with the Guarantee affixed thereto for original issue on the date
hereof in the aggregate principal amount of $1,000,000,000, the 2036 Notes with the Guarantee affixed thereto for original issue on the date hereof in the aggregate principal amount of $2,000,000,000 and the 2056 Notes with the Guarantee affixed
thereto for original issue on the date hereof in the aggregate principal amount of $1,000,000,000. The principal amount of the 2028 Note shall be payable on March 6, 2028. The principal amount of the 2029 Note shall be payable on March 6, 2029. The
principal amount of the 2031 Note shall be payable on March 6, 2031. The principal amount of the 2033 Note shall be payable on March 6, 2033. The principal amount of the 2036 Note shall be payable on March 6, 2036. The principal amount of the 2056
Note shall be payable on March 6, 2056.
(b) Subject to the terms and conditions contained herein, the Company may, without the consent of the holders of the Notes, issue additional debt securities (the “Additional Notes”)
having the same ranking and the same interest rate, maturity and other terms as the Notes of a particular series. Any such Additional Notes and the Notes of such series will constitute a single series under the Indenture.
(c) Interest on the 2028 Notes shall be paid semi-annually in arrears on March 6 and September 6, beginning on
September 6, 2026, interest on the 2029 Notes shall be paid semi-annually in arrears on March 6 and September 6, beginning on September 6, 2026, interest on the 2031 Notes shall be paid semi-annually in arrears on March 6 and September 6, beginning
on September 6, 2026, interest on the 2033 Notes shall be paid semi-annually in arrears on March 6 and September 6, beginning on September 6, 2026, interest on the 2036 Notes shall be paid semi-annually in arrears on March 6 and September 6,
beginning on September 6, 2026 and interest on the 2056 Notes shall be paid semi-annually in arrears on March 6 and September 6, beginning on September 6, 2026. Each date on which interest is payable on any series of Notes pursuant to this clause
(c) is referred to herein as an “Interest Payment Date,” and interest shall be paid to each person in whose name the Notes of such series are registered in the Security Register at the close of business on February 19 and August 22 (whether or not that date is a Business Day as that term is defined in the Indenture) immediately preceding the Interest Payment Date.
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(d) The Company will compute interest on the Notes on the basis of a 360-day year consisting of twelve 30-day
months. If any Interest Payment Date or maturity or redemption date for the Notes falls on a day that is not a Business Day, then the payment will be made on the
next Business Day without additional interest and with the same effect as if it were made on the originally scheduled date. For the avoidance of doubt, the Trustee shall have no obligation to compute interest on the Notes or to verify the Company’s
computation with respect thereto.
SECTION 2.3 Denominations. The Notes will be issuable only in fully registered form without coupons in denominations of $200,000 or an integral multiple of
$1,000 in excess of $200,000.
SECTION 2.4 Global Securities. The Notes will be issuable in the form of one or more global Securities and the Depositary for such global Security will be
The Depository Trust Company in accordance with the Base Indenture.
SECTION 2.5 Payment, Transfer and Exchange. (a) The principal and interest on Notes represented by global Securities will be payable to the Depositary or
its nominee, as the case may be, as the sole registered owner and the sole Holder of the global Securities represented thereby. The principal and interest on Notes represented by physical securities will be payable, either in person or by mail, at
the office of the Paying Agent.
(b) Transfers of global Securities will be limited to transfer in whole, but not in part, to the Depositary, its successors or their respective
nominees. Interests of beneficial owners in the global Securities may be transferred or exchanged for physical securities in accordance with the Indenture. If Notes represented by physical securities are presented
to the Security Registrar with a request from the Holder of such Securities to register a transfer or to exchange them for an equal principal amount of Securities of other authorized denominations, the Security Registrar will register the transfer
as requested in accordance with the Indenture.
SECTION 2.6 Security Registrar and Paying Agent. The Company initially appoints the Trustee as Security Registrar and Paying Agent. The Company may change
the Paying Agent and Security Registrar without notice to Holders.
SECTION 2.7 Ranking. The Notes will be senior unsecured obligations of the Company. The payment of the principal of, premium, if
any, and interest on the Notes will rank equally in right of payment with all other senior unsecured indebtedness of the Company that is not by its terms expressly subordinated to other indebtedness of the Company. The obligations of the Company
under the Notes and the Indenture will be fully and unconditionally guaranteed by the Guarantors with such guarantees ranking equal in right of payment with all other existing and future unsecured and unsubordinated indebtedness of such Guarantor.
SECTION 2.8 Trustee’s Right to Refuse Directions in Certain Circumstances. With respect to
directions given by the Holders of a majority in principal amount pursuant to the Indenture to the Trustee in its exercise of any trust or power, the Trustee will be entitled to refuse to follow any such direction that conflicts with law or the
Indenture or that the Trustee determines in good faith is unduly prejudicial to the rights of other Holders or may impose personal liability upon the Trustee, unless the Trustee is offered indemnity satisfactory to it.
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SECTION 2.9 Additional Amounts. All payments of principal, premium (if any) and interest in respect of the Notes or
the Guarantees will be made free and clear of, and without withholding or deduction for, any taxes, assessments, duties or governmental charges imposed, levied or collected by Ireland or any political subdivision thereof, or any governmental
authority of any jurisdiction in which the Company or any Guarantor, as the case may be, is then incorporated or organized or otherwise resident or carrying on a trade or business for tax purposes or any other jurisdiction from or through which the
Company or the relevant Guarantor makes any payment on the Notes (and any political subdivision thereof) (the “Relevant Jurisdiction”). If withholding or deduction is required by law, the Company or such Guarantor, as the case may be, must,
subject to certain exceptions, pay to each holder of the Notes additional amounts in United States dollars as may be necessary in order that every net payment of principal of (and premium, if any, on) and interest on the Notes after deduction or
other withholding for or on account of any present or future tax, assessment, duty or other governmental charge, will not be less than the amount that would have been payable on the Notes in the absence of such deduction or withholding.
Notwithstanding the foregoing, no such additional amounts shall be payable to any holder for, or on account of, any of the following:
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b)
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any estate, inheritance, gift, sales, use, excise, transfer, personal property or similar tax, assessment or other governmental charge imposed with respect to a Note;
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c)
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any taxes, duties, assessments or other governmental charges imposed, levied, collected, withheld or assessed because the holder, beneficial owner, or any other person fails to comply with any certification,
identification, information, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the Relevant Jurisdiction of the holder or any beneficial owner of a Note, if compliance is
required by statute, rule, regulation or by the published official interpretation of applicable tax law by the taxing authorities of the Relevant Jurisdiction or by an applicable income tax treaty, which is in effect and to which the
applicable jurisdiction is a party, as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and the Company or the relevant Guarantor has given the holders or beneficial owners of
the Notes at least 30 calendar days’ notice that such information and identification is required to be provided;
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d)
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e)
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any payment on a Note to a holder that is a fiduciary, partnership, limited liability company or any person other than the sole beneficial owner of any such payment, to the extent that payment would be
required by the Relevant Jurisdiction to be included in the income, for tax purposes, of a beneficiary or settlor with respect to such fiduciary, a partner or member of such partnership, an interest holder in such limited liability company
or the beneficial owner who would not have been entitled to the additional amounts had the beneficiary, settlor, member or beneficial owner been the holder of a Note;
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f)
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any taxes imposed on overall net income or any branch profits tax;
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g)
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any taxes imposed as a result of a Note being presented for payment (where presentation is required) in the Relevant Jurisdiction, unless such Note could not have been presented for payment elsewhere;
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h)
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in respect of a Note surrendered or presented for payment (if surrender or presentment is required) more than thirty (30) calendar days after the date on which such payment first becomes due except to the
extent that payments under such Note would have been subject to withholding and the holder of such Note would have been entitled to such additional amounts on surrender of such Note for payment on the last day of such period of thirty (30)
calendar days;
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i)
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in respect of any combination of (a) through (h) above;
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j)
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any withholding or deduction imposed on or in respect of any Note pursuant to Sections 1471 to 1474 of the United States Internal Revenue Code (the “Code”) (and any current and future regulations or
official interpretations thereof) (“FATCA”), the laws of, or any intergovernmental agreement entered into by, any Relevant Jurisdiction implementing FATCA or any agreement between the Company or a Guarantor and any taxing or
governmental authority entered into for FATCA purposes, notwithstanding anything to the contrary under this Section 2.9.
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SECTION 3.1 Redemption. (a) Except as provided in this Article III, the Company shall have no obligation to redeem, purchase or repay the Notes pursuant to any mandatory
redemption, sinking fund or analogous provisions or at the option of a Holder thereof.
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(b) The 2028 Notes are subject to redemption at the Company’s option, in whole or in part, at any time and from time to time at a redemption price (expressed as a
percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the
redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the 2028 Notes to be redeemed plus, in either case, accrued and unpaid interest thereon to the redemption date.
(c) The 2029 Notes are subject to redemption at the Company’s option, in whole or in part, at any time and from time to time. If the 2029 Notes are redeemed before the
2029 Par Call Date, the 2029 Notes shall be redeemed at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date
(assuming the 2029 Notes matured on the 2029 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the 2029 Notes to be redeemed plus, in either case, accrued and unpaid interest thereon to the redemption date. On
or after the 2029 Par Call Date, the Company may redeem the 2029 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2029 Notes being redeemed plus accrued and unpaid
interest thereon to the redemption date.
(d) The 2031 Notes are subject to redemption at the Company’s option, in whole or in part, at any time and from time to time. If the 2031 Notes are redeemed before the
2031 Par Call Date, the 2031 Notes shall be redeemed at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming
the 2031 Notes matured on the 2031 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points less (b) interest accrued to the date of redemption, and
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(2) 100% of the principal amount of the 2031 Notes to be redeemed plus, in either case, accrued and unpaid interest thereon to the redemption date. On
or after the 2031 Par Call Date, the Company may redeem the 2031 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2031 Notes being redeemed plus accrued and unpaid
interest thereon to the redemption date.
(e) The 2033 Notes are subject to redemption at the Company’s option, in whole or in part, at any time and from time to time. If the 2033 Notes are redeemed before the
2033 Par Call Date, the 2033 Notes shall be redeemed at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date
(assuming the 2033 Notes matured on the 2033 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the 2033 Notes to be redeemed plus, in either case, accrued and unpaid interest thereon to the redemption date. On
or after the 2033 Par Call Date, the Company may redeem the 2033 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2033 Notes being redeemed plus accrued and unpaid
interest thereon to the redemption date.
(f) The 2036 Notes are subject to redemption at the Company’s option, in whole or in part, at any time and from time to time. If the 2036 Notes are redeemed before the
2036 Par Call Date, the 2036 Notes shall be redeemed at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date
(assuming the 2036 Notes matured on the 2036 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the 2036 Notes to be redeemed plus, in either case, accrued and unpaid interest thereon to the redemption date. On
or after the 2036 Par Call Date, the Company may redeem the 2036 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2036 Notes being redeemed plus accrued and unpaid
interest thereon to the redemption date.
(g) The 2056 Notes are subject to redemption at the Company’s option, in whole or in part, at any time and from time to time. If the 2056 Notes are
redeemed before the 2056 Par Call Date, the 2056 Notes shall be redeemed at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
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(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date
(assuming the 2056 Notes matured on the 2056 Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of the 2056 Notes to be redeemed plus, in either case, accrued and unpaid interest thereon to the redemption date. On or after the 2056 Par Call Date, the Company may
redeem the 2056 Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the 2056 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
(h) If, as a result of (1) any amendment to, or change in, the laws (or any rules or regulations thereunder) of the Relevant Jurisdiction after the later of (i) the date the Notes are issued
and (ii) the date such Relevant Jurisdiction became a Relevant Jurisdiction (such later date, the “Relevant Time”) or (2) any amendment to or change in the official interpretation of applicable tax law by the Relevant Jurisdiction’s tax authorities
or application of such laws, rules or regulations after the Relevant Time, in respect of the Notes, the Company or any Guarantor becomes obligated, or will become obligated, in each case, after taking all commercially reasonable measures to avoid
this requirement provided that changing the jurisdiction of the Company’s or any Guarantor’s incorporation shall not be considered a commercially reasonable measure, to pay additional amounts, as described
in “— Additional Amounts” above, then, at the Company’s option, all but not less than all, of the Notes may be redeemed at any time at a redemption price equal to 100 percent of the outstanding principal
amount of such Notes, plus accrued and unpaid interest and any such additional amounts due thereupon up to, but not including, the redemption date; provided, however, that (1) no notice of redemption for tax reasons may be given earlier than 60 days
prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay these additional amounts if a payment on the Notes were then due and (2) at the time such notice of redemption is given such obligation to pay such
additional amounts remains in effect. Prior to the delivery of any notice of redemption pursuant to this provision, the Company will deliver to the Trustee: (1) an Officer’s Certificate signed by one of the Company’s duly authorized representatives
stating that the Company is entitled to effect the redemption and setting forth a statement of facts showing that the above listed conditions precedent have occurred; and (2) an Opinion of Counsel of outside legal counsel of recognized standing
qualified under the laws of the Relevant Jurisdiction to the effect that the Company or the relevant Guarantor, as applicable, has or will become obligated to pay such additional amounts as a result of such change or amendment.
The Trustee shall have no obligation with respect to the determination of the redemption price.
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SECTION 3.2 Redemption Procedures. If less than all of a series of Notes are to be redeemed, the Notes to be redeemed shall be selected by DTC in accordance
with its procedures therefor, in the case of Notes represented by a global Security; provided that such series of Notes shall not be redeemed in principal amounts of $200,000 or less. In the case of Notes
represented by physical securities, a new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. In the case of Notes represented by a global Security,
the outstanding principal amount of the global Security representing the Notes will be reduced by book-entry. Notes called for redemption become due on the redemption date. On and after the redemption date, interest will cease to accrue on Notes or
portions of them called for redemption (unless the Company defaults in the payment of the redemption price and accrued interest). On or before the redemption date, the Company will deposit with a paying agent (or the Trustee) money sufficient to pay
the redemption price of and accrued interest on such series of Notes to be redeemed on that date.
SECTION 3.3 Notice of Redemption. (a) The Company will deliver, not less than 10 but not more than 60 days prior to the redemption date, a notice of
redemption to each Holder of Notes (with copy to the Trustee). At the Company’s written request delivered to the Trustee at least three Business Days prior to the date a notice of redemption is to be delivered (unless a shorter period shall be
acceptable to the Trustee), the Trustee shall deliver such notice of redemption to the Holders of the Notes on behalf of the Company.
(b) Notices of redemption shall be sent electronically or by first class mail (or otherwise in accordance with applicable DTC procedures).
(c) Any redemption or notice of any redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an offering or
financing, Change of Control or other corporate transaction or event. In addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption
date may be delayed until such time as any or all such conditions shall be satisfied and a new redemption date will be set by the Company in accordance with applicable DTC (as defined below) procedures, or such redemption may not occur and such
notice may be rescinded in the event that any or all such conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed.
(d) Any notice to the Holders of the Notes of such a redemption must include the appropriate calculation of the redemption price, but need not include the redemption price itself.
SECTION 4.1 Change of Control. (a) If a Change of Control Triggering Event occurs with respect to a series of Notes, unless
the Company has exercised its option to redeem such series of Notes by notifying the Holders of such series of Notes to such effect, the Company shall be required to make a Change of Control Offer to each Holder of such series of Notes as to which
the Change of Control Triggering Event has occurred to repurchase all or any part (equal to $200,000 or an integral multiple of $1,000 in excess of $200,000) of that Holder’s Notes. In a Change of Control Offer, the Company shall offer payment in
cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to the date of repurchase (a “Change of Control Payment”). Upon the occurrence of a Change of
Control Triggering Event, unless all Notes have been called for redemption, each Holder of such series of Notes shall have the right to require the Company to repurchase all or any part (equal to $200,000 or an integral multiple of $1,000 in excess
thereof) of such Holder’s Notes at an offer price in cash equal to the Change of Control Payment.
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(b) Within 30 days following any Change of Control Triggering Event, or at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that
constitutes or may constitute the Change of Control, a notice shall be sent to Holders of such series of Notes, and a copy of such notice shall be delivered to the Trustee, describing the transaction that constitutes or may constitute the Change of
Control Triggering Event and offering to repurchase such series of Notes on the date specified in the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is sent (a “Change of Control Payment
Date”). The notice shall, if sent prior to the date of consummation of the Change of Control state that the Change of Control Offer is conditioned on the Change of Control Triggering Event with respect to such series of Notes occurring on or
prior to the Change of Control Payment Date. The notice shall state, among other things:
(i) that a Change of Control Triggering Event has occurred or will occur, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s
Notes;
(ii) the circumstances and relevant facts regarding such Change of Control;
(iii) that the Change of Control Offer is being made pursuant to this Section 4.1 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment on
the Change of Control Payment Date;
(iv) the Change of Control Payment Date;
(v) the Change of Control Payment;
(vi) the name and address of the Paying Agent;
(vii) that the Notes must be surrendered at least five Business Days prior to the Change of Control Payment Date to the Paying Agent at the office of the Paying Agent, together with the form
entitled “Option of Holder to Elect Repayment” which form is annexed to the Notes;
(viii) that the Change of Control Payment for any Note which has been properly tendered and not withdrawn will be made promptly following the Change of Control Payment Date;
(ix) that any Note not tendered will continue to accrue interest; and
-13-
(x) that, unless the Company defaults in making the Change of Control Payment, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the
Change of Control Payment Date.
A Change of Control Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the provisions of this Supplemental Indenture, the Notes and/or
the Guarantees; provided that such Change of Control Offer shall not include the delivery of such consents as a condition precedent.
(c) In order to accept the Change of Control Offer the Holder must deliver to the Paying Agent, at least five Business Days prior to the Change of Control Payment Date, the Notes, together
with the form entitled “Option to Elect Repayment”, which form is annexed to the Notes, duly completed, setting forth:
(i) the name of the Holder of the Notes;
(ii) the principal amount of the Notes;
(iii) the principal amount of the Notes to be repurchased;
(iv) the certificate number or description of the tenor and terms of the Notes;
(v) a statement that the Holder is accepting the Change of Control Offer; and
(vi) a guarantee that the Notes together with the form entitled “Option to Elect Repayment Form” duly completed will be received by the Paying Agent at least five Business Days prior to the
Change of Control Payment Date.
Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted for less than the entire principal amount of a series
of Notes but in that event the principal amount of the Notes remaining outstanding after repurchase must be equal to $200,000 or an integral multiple of $1,000 in excess thereof. The Notes which are repurchased only in part (pursuant to the
provisions of this Section 4.1) shall be so stated in the applicable “Option to Elect Repayment Form,” and, with respect to Notes represented by physical securities, the Company shall execute, and the Trustee shall authenticate and deliver to the
Holder of the Notes without service charge, a new Note or Notes of the same series and tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unrepurchased portion of the
principal of the Notes.
(d) On each Change of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of such Notes properly tendered pursuant to the applicable Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all such Notes or portions of such Notes properly
tendered; and
-14-
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the
aggregate principal amount of the Notes or portions of the Notes being repurchased and that all conditions precedent provided for in this Supplemental Indenture to the Change of Control Offer and to the repurchase by the Company of the Notes
pursuant to the Change of Control Offer have been met.
(e) The Company shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the
times and otherwise in compliance with the requirements of this Section 4.1 and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred
and is continuing on the Change of Control Payment Date an Event of Default under this Supplemental Indenture with respect to such series of Notes, other than a default in the payment of the Change of Control Payment upon a related Change of Control
Triggering Event.
(f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with the repurchase of the Notes as a result of a related Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions
of the Notes, the Company shall comply with those securities laws and regulations and will not be deemed to have breached its obligations under this Section 4.1 by virtue of any such conflict.
SECTION 5.1 Ratification of Base Indenture. The Base Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and
this Supplemental Indenture shall be deemed part of the Base Indenture in the manner and to the extent herein and therein provided. In addition to the modifications permitted by clauses (a) through (k) of Section 9.01 of the Base Indenture, the
Company, without the consent of any Holders, when authorized by a Board Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, to conform the
provisions of this Supplemental Indenture to the “Description of Notes” section of the Prospectus Supplement.
SECTION 5.2 Trustee Not Responsible for Recitals. The recitals contained herein and in the Notes, except with respect to the Trustee’s certificates of
authentication, shall be taken as the statements of the Company, and the Trustee assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture, of the
Notes or of the Guarantees. The Trustee shall not be accountable for the use or application by the Company of the Notes or the proceeds thereof.
SECTION 5.3 Table of Contents, Headings, etc. The table of contents and headings of the Articles and Sections of this Supplemental Indenture have been
inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.
-15-
SECTION 5.4 Counterpart Originals. 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. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. Delivery of
such an executed counterpart by electronic transmission (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g.,
www.docusign.com) shall constitute effective execution and delivery of this Supplemental Indenture and may be used in lieu of the original signature for all purposes. The words “execution,” “signed,” “signature,” “delivery” and words of like import
in or relating to this Supplemental Indenture or any document to be signed in connection with this Supplemental Indenture shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall
be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions
contemplated hereunder by electronic means.
SECTION 5.5 Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
[Signature Pages Follow]
-16-
IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed all as of the date and year first written above.
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EATON CORPORATION
|
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By:
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/s/ Kirsten M. Park
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Name: Kirsten M. Park
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Title: Senior Vice President - Treasury
|
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By:
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/s/ Lisa Sutton
|
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Name: Lisa Sutton
|
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Title: Vice President and Assistant Secretary
|
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COOPER B-LINE, INC.
|
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COOPER BUSSMANN, LLC
|
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COOPER CROUSE-HINDS, LLC
|
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COOPER POWER SYSTEMS, LLC
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COOPER WIRING DEVICES, INC.
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EATON AEROQUIP LLC
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EATON AEROSPACE LLC
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EATON ELECTRIC HOLDINGS LLC
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EATON FILTRATION LLC
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EATON LEASING CORPORATION
|
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WRIGHT LINE LLC
|
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By:
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/s/ Lisa Sutton
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Name: Lisa Sutton
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Title: Vice President and Secretary
|
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EATON CORPORATION PLC
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By:
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/s/ Nigel Crawford
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Name: Nigel Crawford
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Title: Secretary
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By:
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/s/ Kirsten M. Park
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||
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Name: Kirsten M. Park
|
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Title: Authorized Signatory
|
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COOPER INDUSTRIES UNLIMITED COMPANY
|
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EATON CAPITAL UNLIMITED COMPANY
|
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EATON DOMHANDA UNLIMITED COMPANY
|
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By:
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/s/ Nigel Crawford
|
||
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Name: Nigel Crawford
|
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Title: Director
|
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TURLOCK B.V.
|
|||
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By:
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/s/ Albert Coenraad van Beek
|
||
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Name: Albert Coenraad van Beek
|
|||
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Title: Managing Director
|
|||
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By:
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/s/ Robert Zweerus
|
||
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Name: Robert Zweerus
|
|||
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Title: Managing Director
|
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EATON CONTROLS (LUXEMBOURG) S.À R.L.
|
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a société à responsabilité limitée, having its registered office at 12, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg, registered
with the Luxembourg Register of Commerce and Companies under number B9145
|
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EATON TECHNOLOGIES (LUXEMBOURG) S.À R.L.
|
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a société à responsabilité limitée, having its registered office at 12, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg, registered
with the Luxembourg Register of Commerce and Companies under number B172818
|
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By:
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/s/ Sabine Huber
|
||
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Name: Sabine Huber
|
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Title: Manager
|
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THE BANK OF NEW YORK MELLON
|
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TRUST COMPANY, N.A., as Trustee
|
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By:
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/s/ Terence Rawlins
|
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Name: Terence Rawlins
|
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Title: Vice President
|
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Exhibit A
[FORM OF 2028 NOTE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO IN THE TERMS OF SECURITIES ATTACHED HERETO.
EATON CORPORATION
3.850% Notes due 2028
| No. [__] | CUSIP No. 278058DV1 |
$[__]
Eaton Corporation, an Ohio corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises
to pay to Cede & Co., or registered assigns, the principal sum of [__________] ($[____]) on March 6, 2028, and to pay interest thereon from March 6, 2026 or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on March 6 and September 6 in each year, commencing September 6, 2026, at the rate of 3.850% per annum until the principal hereof is paid or made available for payment.
The interest so payable, and duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered in the Security Register at the close of business on February 19 and August 22 (whether or not that date is a Business Day as that term is defined in the Indenture) (any such date a “Regular Record Date”). Any such
interest not so duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered in the Security
Register at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record
Date.
Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in Chicago, Illinois, in such
coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this
place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
[Signature Pages Follow]
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.
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Dated: [____]
|
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EATON CORPORATION
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By:
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Name:
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Title:
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Attest:
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By:
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Name:
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Title:
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TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
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THE BANK OF NEW YORK
|
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MELLON TRUST COMPANY, N.A.,
|
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as Trustee
|
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Dated: [_____]
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By
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Authorized Signatory
|
||
Reverse of Security
EATON CORPORATION
This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
May 9, 2025 (herein called the “Base Indenture”), among the Company, Eaton Corporation plc, Cooper B-Line, Inc., Cooper Bussmann, LLC, Cooper Crouse-Hinds, LLC, Cooper Industries Unlimited Company, Cooper Power Systems, LLC, Cooper Wiring
Devices, Inc., Eaton Aeroquip LLC, Eaton Aerospace LLC, Eaton Capital Unlimited Company, Eaton Controls (Luxembourg) S.à r.l., Eaton Domhanda Unlimited Company, Eaton Electric Holdings LLC, Eaton Filtration LLC, Eaton Leasing Corporation, Eaton
Technologies (Luxembourg) S.à r.l., Turlock B.V. and Wright Line LLC (together, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (herein called the “Trustee”, which term includes any successor trustee under the
Indenture), as supplemented by the Third Supplemental Indenture, dated as of March 6, 2026 (the Base Indenture, as so supplemented, herein called the “Indenture”), among the Company, the Guarantors and the Trustee, and reference is hereby made
to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are
to be, authenticated and delivered.
The Securities of this series are subject to redemption upon not less than 10, but not more than 60, days’ notice, at any time, as a whole or in part, at the election of the Company in accordance
with the terms of the Indenture, at the greater of the following amounts:
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(1)
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(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months) at the Treasury Rate plus 10 basis points less (b) interest accrued to the date of redemption, and
|
|
(2)
|
100% of the principal amount of the Notes to be redeemed
|
plus, accrued and unpaid interest thereon to the redemption date.
The Trustee shall have no obligation with respect to the determination of the redemption price.
Upon the occurrence of a Change of Control Triggering Event, unless all Securities have been called for redemption pursuant to the provision described above, each Holder of Securities of this series
shall have the right to require the Company to repurchase all or any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of such Securities at an offer price in cash equal to the Change of Control Payment.
In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.
The Securities shall have the benefit of the Guarantee of the Guarantors on the terms set forth therein.
The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Security upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of at least a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of
a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 30% in
principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to the
Trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory
to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in denominations of $200,000 or an integral multiple of $1,000 in excess of $200,000. As provided in the Indenture
and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is
registered in the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
THIS SECURITY WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
GUARANTEE
For value received, Eaton Corporation plc, Cooper B-Line, Inc., Cooper Bussmann, LLC, Cooper Crouse-Hinds, LLC, Cooper Industries Unlimited Company, Cooper Power Systems, LLC, Cooper Wiring Devices,
Inc., Eaton Aeroquip LLC, Eaton Aerospace LLC, Eaton Capital Unlimited Company, Eaton Controls (Luxembourg) S.à r.l., Eaton Domhanda Unlimited Company, Eaton Electric Holdings LLC, Eaton Filtration LLC, Eaton Leasing Corporation, Eaton Technologies
(Luxembourg) S.à r.l., Turlock B.V., and Wright Line LLC, (together, the “Guarantors”) hereby fully and unconditionally guarantee the cash payments in United States dollars of principal of and interest on the Security on which this Guarantee
is endorsed in the amounts and at the time when due and interest on the overdue principal and interest, if any, on this Security, if lawful, and the payment of all other obligations of Eaton Corporation (the “Company”) under the Indenture or
the Security, to the Holder of this Security and the Trustee, all in accordance with and subject to the terms and limitations of this Security, Article 17 of the Base Indenture and this Guarantee. This Guarantee will become effective in accordance
with Article 17 of the Base Indenture and its terms shall be evidenced therein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture, dated as of May 9, 2025 (herein called the “Base Indenture”),
among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, as amended or supplemented (as so amended or supplemented, the “Indenture”).
The obligations of the undersigned to the Holder of this Security and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 17 of the Base Indenture and
reference is hereby made to the Indenture for the precise terms and limitations of the Guarantee and all of the other provisions of the Indenture to which this Guarantee relates. Each Holder of the Security to which this Guarantee is endorsed, by
accepting such Security, agrees to and shall be bound by such provisions. The Guarantors will be deemed released from all of their obligations under the Indenture and this Guarantee, and this Guarantee will terminate, without any action required on
the part of the Trustee or any Holder of the Securities, upon the terms and conditions as provided in Section 17.12 of the Indenture.
This Guarantee shall be an unsecured and unsubordinated obligation of the Guarantors and rank equally with other unsecured and unsubordinated indebtedness of the Guarantors that is currently
outstanding or that they may issue in the future.
This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Guarantee is endorsed shall have been executed by the Trustee
under the Indenture by manual or electronic signature.
THIS GUARANTEE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
This Guarantee is subject to release upon the terms set forth in the Indenture.
IN WITNESS WHEREOF this instrument has been duly executed in the name of the Guarantors.
|
COOPER B-LINE, INC.
|
|||
|
COOPER BUSSMANN, LLC
|
|||
|
COOPER CROUSE-HINDS, LLC
|
|||
|
COOPER POWER SYSTEMS, LLC
|
|||
|
COOPER WIRING DEVICES, INC.
|
|||
|
EATON AEROQUIP LLC
|
|||
|
EATON AEROSPACE LLC
|
|||
|
EATON ELECTRIC HOLDINGS LLC
|
|||
|
EATON FILTRATION LLC
|
|||
|
EATON LEASING CORPORATION
|
|||
|
WRIGHT LINE LLC
|
|||
|
By:
|
/s/ Lisa Sutton
|
||
|
Name: Lisa Sutton
|
|||
|
Title: Vice President and Secretary
|
|||
|
EATON CORPORATION PLC
|
|||
|
By:
|
/s/ Nigel Crawford
|
||
|
Name: Nigel Crawford
|
|||
|
Title: Secretary
|
|||
|
By:
|
/s/ Kirsten M. Park
|
||
|
Name: Kirsten M. Park
|
|||
|
Title: Authorized Signatory
|
|||
|
COOPER INDUSTRIES UNLIMITED COMPANY
|
|||
|
EATON CAPITAL UNLIMITED COMPANY
|
|||
|
EATON DOMHANDA UNLIMITED COMPANY
|
|||
|
By:
|
/s/ Nigel Crawford
|
||
|
Name: Nigel Crawford
|
|||
|
Title: Director
|
|||
|
TURLOCK B.V.
|
|||
|
By:
|
/s/ Albert Coenraad van Beek
|
||
|
Name: Albert Coenraad van Beek
|
|||
|
Title: Managing Director
|
|||
|
By:
|
/s/ Robert Zweerus
|
||
|
Name: Robert Zweerus
|
|||
|
Title: Managing Director
|
|||
|
EATON CONTROLS (LUXEMBOURG) S.À R.L.
|
|||
|
EATON TECHNOLOGIES (LUXEMBOURG) S.À R.L.
|
|||
|
By:
|
/s/ Sabine Huber
|
||
|
Name: Sabine Huber
|
|||
|
Title: Manager
|
|||
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Security purchased by the Company pursuant to the Company’s offer upon a Change of Control Triggering Event in accordance with the Indenture, check the box: ☐
If you want to elect to have only part of this Note purchased by the Company pursuant to the Indenture, state the amount in principal amount (must be denominations of $200,000 or an integral multiple
of $1,000 in excess of $200,000): $________.
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Date:
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Your Signature:
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(Sign exactly as your name appears on the other side of the Note)
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Signature Guarantee:
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(Signature must be guaranteed)
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The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program),
pursuant to SEC Rule 17Ad-15.
Exhibit B
[FORM OF 2029 NOTE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO IN THE TERMS OF SECURITIES ATTACHED HERETO.
EATON CORPORATION
3.950% Notes due 2029
| No. [__] | CUSIP No. 278058DW9 |
$[__]
Eaton Corporation, an Ohio corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises
to pay to Cede & Co., or registered assigns, the principal sum of [__________] ($[____]) on March 6, 2029, and to pay interest thereon from March 6, 2026 or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on March 6 and September 6 in each year, commencing September 6, 2026, at the rate of 3.950% per annum until the principal hereof is paid or made available for payment.
The interest so payable, and duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered in the Security Register at the close of business on February 19 and August 22 (whether or not that date is a Business Day as that term is defined in the Indenture) (any such date a “Regular Record Date”). Any such
interest not so duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered in the Security
Register at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record
Date.
Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in Chicago, Illinois, in such
coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this
place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
[Signature Pages Follow]
B-2
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.
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Dated: [____]
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EATON CORPORATION
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By:
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Name:
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Title:
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Attest:
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By:
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Name:
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B-3
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
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THE BANK OF NEW YORK
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MELLON TRUST COMPANY, N.A.,
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as Trustee
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Dated: [_____]
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By
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Authorized Signatory
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B-4
Reverse of Security
EATON CORPORATION
This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
May 9, 2025 (herein called the “Base Indenture”), among the Company, Eaton Corporation plc, Cooper B-Line, Inc., Cooper Bussmann, LLC, Cooper Crouse-Hinds, LLC, Cooper Industries Unlimited Company, Cooper Power Systems, LLC, Cooper Wiring
Devices, Inc., Eaton Aeroquip LLC, Eaton Aerospace LLC, Eaton Capital Unlimited Company, Eaton Controls (Luxembourg) S.à r.l., Eaton Domhanda Unlimited Company, Eaton Electric Holdings LLC, Eaton Filtration LLC, Eaton Leasing Corporation, Eaton
Technologies (Luxembourg) S.à r.l., Turlock B.V. and Wright Line LLC (together, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (herein called the “Trustee”, which term includes any successor trustee under the
Indenture), as supplemented by the Third Supplemental Indenture, dated as of March 6, 2026 (the Base Indenture, as so supplemented, herein called the “Indenture”), among the Company, the Guarantors and the Trustee, and reference is hereby made
to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are
to be, authenticated and delivered.
The Securities of this series are subject to redemption upon not less than 10, but not more than 60, days’ notice, at any time, as a whole or in part, at the election of the Company. If this Security
is redeemed by the Company before the 2029 Par Call Date, it will be redeemed in accordance with the terms of the Indenture, at the greater of the following amounts:
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(1)
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(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the 2029 Par Call Date) on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points less (b) interest accrued to the date of redemption, and
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(2)
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100% of the principal amount of the Notes to be redeemed
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plus, in either case, accrued and unpaid interest thereon to the redemption date.
The Trustee shall have no obligation with respect to the determination of the redemption price.
If this Security is redeemed by the Company on or after the 2029 Par Call Date, this Security will be redeemed by the Company at an amount equal to 100% of the principal amount of the Securities to
be so redeemed, plus accrued and unpaid interest on such Securities to, but excluding, the redemption date.
Upon the occurrence of a Change of Control Triggering Event, unless all Securities have been called for redemption pursuant to the provision described above, each Holder of Securities of this series
shall have the right to require the Company to repurchase all or any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of such Securities at an offer price in cash equal to the Change of Control Payment.
B-5
In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.
The Securities shall have the benefit of the Guarantee of the Guarantors on the terms set forth therein.
The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Security upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of at least a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of
a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 30% in
principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to the
Trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
B-6
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory
to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in denominations of $200,000 or an integral multiple of $1,000 in excess of $200,000. As provided in the Indenture
and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is
registered in the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
THIS SECURITY WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
B-7
GUARANTEE
For value received, Eaton Corporation plc, Cooper B-Line, Inc., Cooper Bussmann, LLC, Cooper Crouse-Hinds, LLC, Cooper Industries Unlimited Company, Cooper Power Systems, LLC, Cooper Wiring Devices,
Inc., Eaton Aeroquip LLC, Eaton Aerospace LLC, Eaton Capital Unlimited Company, Eaton Controls (Luxembourg) S.à r.l., Eaton Domhanda Unlimited Company, Eaton Electric Holdings LLC, Eaton Filtration LLC, Eaton Leasing Corporation, Eaton Technologies
(Luxembourg) S.à r.l., Turlock B.V., and Wright Line LLC, (together, the “Guarantors”) hereby fully and unconditionally guarantee the cash payments in United States dollars of principal of and interest on the Security on which this Guarantee
is endorsed in the amounts and at the time when due and interest on the overdue principal and interest, if any, on this Security, if lawful, and the payment of all other obligations of Eaton Corporation (the “Company”) under the Indenture or
the Security, to the Holder of this Security and the Trustee, all in accordance with and subject to the terms and limitations of this Security, Article 17 of the Base Indenture and this Guarantee. This Guarantee will become effective in accordance
with Article 17 of the Base Indenture and its terms shall be evidenced therein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture, dated as of May 9, 2025 (herein called the “Base Indenture”),
among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, as amended or supplemented (as so amended or supplemented, the “Indenture”).
The obligations of the undersigned to the Holder of this Security and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 17 of the Base Indenture and
reference is hereby made to the Indenture for the precise terms and limitations of the Guarantee and all of the other provisions of the Indenture to which this Guarantee relates. Each Holder of the Security to which this Guarantee is endorsed, by
accepting such Security, agrees to and shall be bound by such provisions. The Guarantors will be deemed released from all of their obligations under the Indenture and this Guarantee, and this Guarantee will terminate, without any action required on
the part of the Trustee or any Holder of the Securities, upon the terms and conditions as provided in Section 17.12 of the Indenture.
This Guarantee shall be an unsecured and unsubordinated obligation of the Guarantors and rank equally with other unsecured and unsubordinated indebtedness of the Guarantors that is currently
outstanding or that they may issue in the future.
This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Guarantee is endorsed shall have been executed by the Trustee
under the Indenture by manual or electronic signature.
THIS GUARANTEE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
This Guarantee is subject to release upon the terms set forth in the Indenture.
B-8
IN WITNESS WHEREOF this instrument has been duly executed in the name of the Guarantors.
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COOPER B-LINE, INC.
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COOPER BUSSMANN, LLC
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COOPER CROUSE-HINDS, LLC
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COOPER POWER SYSTEMS, LLC
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COOPER WIRING DEVICES, INC.
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EATON AEROQUIP LLC
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EATON AEROSPACE LLC
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EATON ELECTRIC HOLDINGS LLC
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EATON FILTRATION LLC
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EATON LEASING CORPORATION
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WRIGHT LINE LLC
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By:
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/s/ Lisa Sutton
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Name: Lisa Sutton
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| Title: Vice President and Secretary | |||
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EATON CORPORATION PLC
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By:
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/s/ Nigel Crawford
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Name: Nigel Crawford
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| Title: Secretary | |||
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By:
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/s/ Kirsten M. Park
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Name: Kirsten M. Park
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| Title: Authorized Signatory | |||
B-9
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COOPER INDUSTRIES UNLIMITED COMPANY
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EATON CAPITAL UNLIMITED COMPANY
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EATON DOMHANDA UNLIMITED COMPANY
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By:
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/s/ Nigel Crawford
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Name: Nigel Crawford
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| Title: Director | |||
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TURLOCK B.V.
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By:
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/s/ Albert Coenraad van Beek
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Name: Albert Coenraad van Beek
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| Title: Managing Director | |||
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By:
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/s/ Robert Zweerus
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Name: Robert Zweerus
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| Title: Managing Director | |||
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EATON CONTROLS (LUXEMBOURG) S.À R.L.
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EATON TECHNOLOGIES (LUXEMBOURG) S.À R.L.
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By:
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/s/ Sabine Huber
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Name: Sabine Huber
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| Title: Manager | |||
B-10
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Security purchased by the Company pursuant to the Company’s offer upon a Change of Control Triggering Event in accordance with the Indenture, check the box: ☐
If you want to elect to have only part of this Note purchased by the Company pursuant to the Indenture, state the amount in principal amount (must be denominations of $200,000 or an integral multiple
of $1,000 in excess of $200,000): $________.
| Date: | Your Signature: | |||
| (Sign exactly as your name appears on the other side of the Note) | ||||
| Signature Guarantee: | ||
| (Signature must be guaranteed) |
The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program),
pursuant to SEC Rule 17Ad-15.
B-11
Exhibit C
[FORM OF 2031 NOTE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO IN THE TERMS OF SECURITIES ATTACHED HERETO.
EATON CORPORATION
4.200% Notes due 2031
| No. [__] | CUSIP No. 278058DX7 |
$[__]
Eaton Corporation, an Ohio corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises
to pay to Cede & Co., or registered assigns, the principal sum of [__________] ($[____]) on March 6, 2031, and to pay interest thereon from March 6, 2026 or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on March 6 and September 6 in each year, commencing September 6, 2026, at the rate of 4.200% per annum until the principal hereof is paid or made available for payment.
The interest so payable, and duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered in the Security Register at the close of business on February 19 and August 22 (whether or not that date is a Business Day as that term is defined in the Indenture) (any such date a “Regular Record Date”). Any such
interest not so duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered in the Security
Register at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record
Date.
Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in Chicago, Illinois, in such
coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this
place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
[Signature Pages Follow]
C-2
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.
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Dated: [____]
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EATON CORPORATION
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By:
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Name:
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Title:
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Attest:
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By:
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Name:
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Title:
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C-3
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
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THE BANK OF NEW YORK
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MELLON TRUST COMPANY, N.A.,
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as Trustee
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Dated: [_____]
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By
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Authorized Signatory | ||
C-4
Reverse of Security
EATON CORPORATION
This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
May 9, 2025 (herein called the “Base Indenture”), among the Company, Eaton Corporation plc, Cooper B-Line, Inc., Cooper Bussmann, LLC, Cooper Crouse-Hinds, LLC, Cooper Industries Unlimited Company, Cooper Power Systems, LLC, Cooper Wiring
Devices, Inc., Eaton Aeroquip LLC, Eaton Aerospace LLC, Eaton Capital Unlimited Company, Eaton Controls (Luxembourg) S.à r.l., Eaton Domhanda Unlimited Company, Eaton Electric Holdings LLC, Eaton Filtration LLC, Eaton Leasing Corporation, Eaton
Technologies (Luxembourg) S.à r.l., Turlock B.V. and Wright Line LLC (together, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (herein called the “Trustee”, which term includes any successor trustee under the
Indenture), as supplemented by the Third Supplemental Indenture, dated as of March 6, 2026 (the Base Indenture, as so supplemented, herein called the “Indenture”), among the Company, the Guarantors and the Trustee, and reference is hereby made
to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are
to be, authenticated and delivered.
The Securities of this series are subject to redemption upon not less than 10, but not more than 60, days’ notice, at any time, as a whole or in part, at the election of the Company. If this Security
is redeemed by the Company before the 2031 Par Call Date, it will be redeemed in accordance with the terms of the Indenture, at the greater of the following amounts:
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(1)
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(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the 2031 Par Call Date) on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points less (b) interest accrued to the date of redemption, and
|
|
(2)
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100% of the principal amount of the Notes to be redeemed
|
plus, in either case, accrued and unpaid interest thereon to the redemption date.
The Trustee shall have no obligation with respect to the determination of the redemption price.
If this Security is redeemed by the Company on or after the 2031 Par Call Date, this Security will be redeemed by the Company at an amount equal to 100% of the principal amount of the Securities to
be so redeemed, plus accrued and unpaid interest on such Securities to, but excluding, the redemption date.
Upon the occurrence of a Change of Control Triggering Event, unless all Securities have been called for redemption pursuant to the provision described above, each Holder of Securities of this series
shall have the right to require the Company to repurchase all or any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of such Securities at an offer price in cash equal to the Change of Control Payment.
C-5
In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.
The Securities shall have the benefit of the Guarantee of the Guarantors on the terms set forth therein.
The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Security upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of at least a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of
a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 30% in
principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to the
Trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
C-6
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory
to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in denominations of $200,000 or an integral multiple of $1,000 in excess of $200,000. As provided in the Indenture
and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is
registered in the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
THIS SECURITY WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
C-7
GUARANTEE
For value received, Eaton Corporation plc, Cooper B-Line, Inc., Cooper Bussmann, LLC, Cooper Crouse-Hinds, LLC, Cooper Industries Unlimited Company, Cooper Power Systems, LLC, Cooper Wiring Devices,
Inc., Eaton Aeroquip LLC, Eaton Aerospace LLC, Eaton Capital Unlimited Company, Eaton Controls (Luxembourg) S.à r.l., Eaton Domhanda Unlimited Company, Eaton Electric Holdings LLC, Eaton Filtration LLC, Eaton Leasing Corporation, Eaton Technologies
(Luxembourg) S.à r.l., Turlock B.V., and Wright Line LLC, (together, the “Guarantors”) hereby fully and unconditionally guarantee the cash payments in United States dollars of principal of and interest on the Security on which this Guarantee
is endorsed in the amounts and at the time when due and interest on the overdue principal and interest, if any, on this Security, if lawful, and the payment of all other obligations of Eaton Corporation (the “Company”) under the Indenture or
the Security, to the Holder of this Security and the Trustee, all in accordance with and subject to the terms and limitations of this Security, Article 17 of the Base Indenture and this Guarantee. This Guarantee will become effective in accordance
with Article 17 of the Base Indenture and its terms shall be evidenced therein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture, dated as of May 9, 2025 (herein called the “Base Indenture”),
among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, as amended or supplemented (as so amended or supplemented, the “Indenture”).
The obligations of the undersigned to the Holder of this Security and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 17 of the Base Indenture and
reference is hereby made to the Indenture for the precise terms and limitations of the Guarantee and all of the other provisions of the Indenture to which this Guarantee relates. Each Holder of the Security to which this Guarantee is endorsed, by
accepting such Security, agrees to and shall be bound by such provisions. The Guarantors will be deemed released from all of their obligations under the Indenture and this Guarantee, and this Guarantee will terminate, without any action required on
the part of the Trustee or any Holder of the Securities, upon the terms and conditions as provided in Section 17.12 of the Indenture.
This Guarantee shall be an unsecured and unsubordinated obligation of the Guarantors and rank equally with other unsecured and unsubordinated indebtedness of the Guarantors that is currently
outstanding or that they may issue in the future.
This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Guarantee is endorsed shall have been executed by the Trustee
under the Indenture by manual or electronic signature.
THIS GUARANTEE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
This Guarantee is subject to release upon the terms set forth in the Indenture.
C-8
IN WITNESS WHEREOF this instrument has been duly executed in the name of the Guarantors.
|
COOPER B-LINE, INC.
|
|||
|
COOPER BUSSMANN, LLC
|
|||
|
COOPER CROUSE-HINDS, LLC
|
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|
COOPER POWER SYSTEMS, LLC
|
|||
|
COOPER WIRING DEVICES, INC.
|
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|
EATON AEROQUIP LLC
|
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|
EATON AEROSPACE LLC
|
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EATON ELECTRIC HOLDINGS LLC
|
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|
EATON FILTRATION LLC
|
|||
|
EATON LEASING CORPORATION
|
|||
|
WRIGHT LINE LLC
|
|||
|
By:
|
/s/ Lisa Sutton
|
||
|
Name: Lisa Sutton
|
|||
|
Title: Vice President and Secretary
|
|||
|
EATON CORPORATION PLC
|
|||
|
By:
|
/s/ Nigel Crawford
|
||
|
Name: Nigel Crawford
|
|||
|
Title: Secretary
|
|||
|
By:
|
/s/ Kirsten M. Park
|
||
|
Name: Kirsten M. Park
|
|||
|
Title: Authorized Signatory
|
|||
C-9
|
COOPER INDUSTRIES UNLIMITED COMPANY
|
|||
|
EATON CAPITAL UNLIMITED COMPANY
|
|||
|
EATON DOMHANDA UNLIMITED COMPANY
|
|||
|
By:
|
/s/ Nigel Crawford
|
||
|
Name: Nigel Crawford
|
|||
|
Title: Director
|
|||
|
TURLOCK B.V.
|
|||
|
By:
|
/s/ Albert Coenraad van Beek
|
||
|
Name: Albert Coenraad van Beek
|
|||
|
Title: Managing Director
|
|||
|
By:
|
/s/ Robert Zweerus
|
||
|
Name: Robert Zweerus
|
|||
|
Title: Managing Director
|
|||
|
EATON CONTROLS (LUXEMBOURG) S.À R.L.
|
|||
|
EATON TECHNOLOGIES (LUXEMBOURG) S.À R.L.
|
|||
|
By:
|
/s/ Sabine Huber
|
||
|
Name: Sabine Huber
|
|||
|
Title: Manager
|
|||
C-10
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Security purchased by the Company pursuant to the Company’s offer upon a Change of Control Triggering Event in accordance with the Indenture, check the box: ☐
If you want to elect to have only part of this Note purchased by the Company pursuant to the Indenture, state the amount in principal amount (must be denominations of $200,000 or an integral multiple
of $1,000 in excess of $200,000): $________.
| Date: | Your Signature: | |||
|
(Sign exactly as your name appears on the other side of the Note)
|
||||
| Signature Guarantee: | ||
|
(Signature must be guaranteed)
|
The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program),
pursuant to SEC Rule 17Ad-15.
C-11
Exhibit D
[FORM OF 2033 NOTE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO IN THE TERMS OF SECURITIES ATTACHED HERETO.
EATON CORPORATION
4.500% Notes due 2033
| No. [__] |
CUSIP No. 278058DY5
|
$[__]
Eaton Corporation, an Ohio corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises
to pay to Cede & Co., or registered assigns, the principal sum of [__________] ($[____]) on March 6, 2033, and to pay interest thereon from March 6, 2026 or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on March 6 and September 6 in each year, commencing September 6, 2026, at the rate of 4.500% per annum until the principal hereof is paid or made available for payment.
The interest so payable, and duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered in the Security Register at the close of business on February 19 and August 22 (whether or not that date is a Business Day as that term is defined in the Indenture) (any such date a “Regular Record Date”). Any such
interest not so duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered in the Security
Register at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record
Date.
Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in Chicago, Illinois, in such
coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this
place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
[Signature Pages Follow]
D-2
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.
|
Dated: [____]
|
|||
|
EATON CORPORATION
|
|||
|
By:
|
|||
|
Name:
|
|||
|
Title:
|
|||
|
Attest:
|
|
By:
|
|
Name:
|
|
|
Title:
|
D-3
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
|
THE BANK OF NEW YORK
|
|||
|
MELLON TRUST COMPANY, N.A.,
|
|||
|
as Trustee
|
|||
|
Dated: [_____]
|
By
|
||
|
Authorized Signatory
|
|||
D-4
Reverse of Security
EATON CORPORATION
This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
May 9, 2025 (herein called the “Base Indenture”), among the Company, Eaton Corporation plc, Cooper B-Line, Inc., Cooper Bussmann, LLC, Cooper Crouse-Hinds, LLC, Cooper Industries Unlimited Company, Cooper Power Systems, LLC, Cooper Wiring
Devices, Inc., Eaton Aeroquip LLC, Eaton Aerospace LLC, Eaton Capital Unlimited Company, Eaton Controls (Luxembourg) S.à r.l., Eaton Domhanda Unlimited Company, Eaton Electric Holdings LLC, Eaton Filtration LLC, Eaton Leasing Corporation, Eaton
Technologies (Luxembourg) S.à r.l., Turlock B.V. and Wright Line LLC (together, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (herein called the “Trustee”, which term includes any successor trustee under the
Indenture), as supplemented by the Third Supplemental Indenture, dated as of March 6, 2026 (the Base Indenture, as so supplemented, herein called the “Indenture”), among the Company, the Guarantors and the Trustee, and reference is hereby made
to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are
to be, authenticated and delivered.
The Securities of this series are subject to redemption upon not less than 10, but not more than 60, days’ notice, at any time, as a whole or in part, at the election of the Company. If this Security
is redeemed by the Company before the 2033 Par Call Date, it will be redeemed in accordance with the terms of the Indenture, at the greater of the following amounts:
|
(1)
|
(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the 2033 Par Call Date) on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points less (b) interest accrued to the date of redemption, and
|
|
(2)
|
100% of the principal amount of the Notes to be redeemed
|
plus, in either case, accrued and unpaid interest thereon to the redemption date.
The Trustee shall have no obligation with respect to the determination of the redemption price.
If this Security is redeemed by the Company on or after the 2033 Par Call Date, this Security will be redeemed by the Company at an amount equal to 100% of the principal amount of the Securities to
be so redeemed, plus accrued and unpaid interest on such Securities to, but excluding, the redemption date.
Upon the occurrence of a Change of Control Triggering Event, unless all Securities have been called for redemption pursuant to the provision described above, each Holder of Securities of this series
shall have the right to require the Company to repurchase all or any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of such Securities at an offer price in cash equal to the Change of Control Payment.
D-5
In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.
The Securities shall have the benefit of the Guarantee of the Guarantors on the terms set forth therein.
The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Security upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of at least a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of
a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 30% in
principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to the
Trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
D-6
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory
to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in denominations of $200,000 or an integral multiple of $1,000 in excess of $200,000. As provided in the Indenture
and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is
registered in the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
THIS SECURITY WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
D-7
GUARANTEE
For value received, Eaton Corporation plc, Cooper B-Line, Inc., Cooper Bussmann, LLC, Cooper Crouse-Hinds, LLC, Cooper Industries Unlimited Company, Cooper Power Systems, LLC, Cooper Wiring Devices,
Inc., Eaton Aeroquip LLC, Eaton Aerospace LLC, Eaton Capital Unlimited Company, Eaton Controls (Luxembourg) S.à r.l., Eaton Domhanda Unlimited Company, Eaton Electric Holdings LLC, Eaton Filtration LLC, Eaton Leasing Corporation, Eaton Technologies
(Luxembourg) S.à r.l., Turlock B.V., and Wright Line LLC, (together, the “Guarantors”) hereby fully and unconditionally guarantee the cash payments in United States dollars of principal of and interest on the Security on which this Guarantee
is endorsed in the amounts and at the time when due and interest on the overdue principal and interest, if any, on this Security, if lawful, and the payment of all other obligations of Eaton Corporation (the “Company”) under the Indenture or
the Security, to the Holder of this Security and the Trustee, all in accordance with and subject to the terms and limitations of this Security, Article 17 of the Base Indenture and this Guarantee. This Guarantee will become effective in accordance
with Article 17 of the Base Indenture and its terms shall be evidenced therein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture, dated as of May 9, 2025 (herein called the “Base Indenture”),
among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, as amended or supplemented (as so amended or supplemented, the “Indenture”).
The obligations of the undersigned to the Holder of this Security and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 17 of the Base Indenture and
reference is hereby made to the Indenture for the precise terms and limitations of the Guarantee and all of the other provisions of the Indenture to which this Guarantee relates. Each Holder of the Security to which this Guarantee is endorsed, by
accepting such Security, agrees to and shall be bound by such provisions. The Guarantors will be deemed released from all of their obligations under the Indenture and this Guarantee, and this Guarantee will terminate, without any action required on
the part of the Trustee or any Holder of the Securities, upon the terms and conditions as provided in Section 17.12 of the Indenture.
This Guarantee shall be an unsecured and unsubordinated obligation of the Guarantors and rank equally with other unsecured and unsubordinated indebtedness of the Guarantors that is currently
outstanding or that they may issue in the future.
This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Guarantee is endorsed shall have been executed by the Trustee
under the Indenture by manual or electronic signature.
THIS GUARANTEE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
This Guarantee is subject to release upon the terms set forth in the Indenture.
D-8
IN WITNESS WHEREOF this instrument has been duly executed in the name of the Guarantors.
|
COOPER B-LINE, INC.
|
|||
|
COOPER BUSSMANN, LLC
|
|||
|
COOPER CROUSE-HINDS, LLC
|
|||
|
COOPER POWER SYSTEMS, LLC
|
|||
|
COOPER WIRING DEVICES, INC.
|
|||
|
EATON AEROQUIP LLC
|
|||
|
EATON AEROSPACE LLC
|
|||
|
EATON ELECTRIC HOLDINGS LLC
|
|||
|
EATON FILTRATION LLC
|
|||
|
EATON LEASING CORPORATION
|
|||
|
WRIGHT LINE LLC
|
|||
|
By:
|
/s/ Lisa Sutton
|
||
|
Name: Lisa Sutton
|
|||
|
Title: Vice President and Secretary
|
|||
|
EATON CORPORATION PLC
|
|||
|
By:
|
/s/ Nigel Crawford
|
||
|
Name: Nigel Crawford
|
|||
|
Title: Secretary
|
|||
|
By:
|
/s/ Kirsten M. Park
|
||
|
Name: Kirsten M. Park
|
|||
|
Title: Authorized Signatory
|
|||
D-9
|
COOPER INDUSTRIES UNLIMITED COMPANY
|
|||
|
EATON CAPITAL UNLIMITED COMPANY
|
|||
|
EATON DOMHANDA UNLIMITED COMPANY
|
|||
|
By:
|
/s/ Nigel Crawford
|
||
|
Name: Nigel Crawford
|
|||
|
Title: Director
|
|||
|
TURLOCK B.V.
|
|||
|
By:
|
/s/ Albert Coenraad van Beek
|
||
|
Name: Albert Coenraad van Beek
|
|||
|
Title: Managing Director
|
|||
|
By:
|
/s/ Robert Zweerus
|
||
|
Name: Robert Zweerus
|
|||
|
Title: Managing Director
|
|||
|
EATON CONTROLS (LUXEMBOURG) S.À R.L.
|
|||
|
EATON TECHNOLOGIES (LUXEMBOURG) S.À R.L.
|
|||
|
By:
|
/s/ Sabine Huber
|
||
|
Name: Sabine Huber
|
|||
|
Title: Manager
|
|||
D-10
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Security purchased by the Company pursuant to the Company’s offer upon a Change of Control Triggering Event in accordance with the Indenture, check the box: ☐
If you want to elect to have only part of this Note purchased by the Company pursuant to the Indenture, state the amount in principal amount (must be denominations of $200,000 or an integral multiple
of $1,000 in excess of $200,000): $________.
| Date: | Your Signature: | |||
|
(Sign exactly as your name appears on the other side of the Note)
|
||||
| Signature Guarantee: | ||
|
(Signature must be guaranteed)
|
The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program),
pursuant to SEC Rule 17Ad-15.
D-11
Exhibit E
[FORM OF 2036 NOTE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO IN THE TERMS OF SECURITIES ATTACHED HERETO.
EATON CORPORATION
4.800% Notes due 2036
| No. [__] | CUSIP No. 278058DZ2 |
$[__]
Eaton Corporation, an Ohio corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises
to pay to Cede & Co., or registered assigns, the principal sum of [__________] ($[____]) on March 6, 2036, and to pay interest thereon from March 6, 2026 or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on March 6 and September 6 in each year, commencing September 6, 2026, at the rate of 4.800% per annum until the principal hereof is paid or made available for payment.
The interest so payable, and duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered in the Security Register at the close of business on February 19 and August 22 (whether or not that date is a Business Day as that term is defined in the Indenture) (any such date a “Regular Record Date”). Any such
interest not so duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered in the Security
Register at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record
Date.
Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in Chicago, Illinois, in such
coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this
place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
[Signature Pages Follow]
E-2
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.
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Dated: [____]
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EATON CORPORATION
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By:
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Name:
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Title:
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Attest:
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By:
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Name:
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Title:
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E-3
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
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THE BANK OF NEW YORK
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MELLON TRUST COMPANY, N.A.,
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as Trustee
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Dated: [_____]
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By
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Authorized Signatory
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E-4
Reverse of Security
EATON CORPORATION
This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
May 9, 2025 (herein called the “Base Indenture”), among the Company, Eaton Corporation plc, Cooper B-Line, Inc., Cooper Bussmann, LLC, Cooper Crouse-Hinds, LLC, Cooper Industries Unlimited Company, Cooper Power Systems, LLC, Cooper Wiring
Devices, Inc., Eaton Aeroquip LLC, Eaton Aerospace LLC, Eaton Capital Unlimited Company, Eaton Controls (Luxembourg) S.à r.l., Eaton Domhanda Unlimited Company, Eaton Electric Holdings LLC, Eaton Filtration LLC, Eaton Leasing Corporation, Eaton
Technologies (Luxembourg) S.à r.l., Turlock B.V. and Wright Line LLC (together, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (herein called the “Trustee”, which term includes any successor trustee under the
Indenture), as supplemented by the Third Supplemental Indenture, dated as of March 6, 2026 (the Base Indenture, as so supplemented, herein called the “Indenture”), among the Company, the Guarantors and the Trustee, and reference is hereby made
to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are
to be, authenticated and delivered.
The Securities of this series are subject to redemption upon not less than 10, but not more than 60, days’ notice, at any time, as a whole or in part, at the election of the Company. If this Security
is redeemed by the Company before the 2036 Par Call Date, it will be redeemed in accordance with the terms of the Indenture, at the greater of the following amounts:
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(1)
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(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the 2036 Par Call Date) on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, and
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(2)
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100% of the principal amount of the Notes to be redeemed
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plus, in either case, accrued and unpaid interest thereon to the redemption date.
The Trustee shall have no obligation with respect to the determination of the redemption price.
If this Security is redeemed by the Company on or after the 2036 Par Call Date, this Security will be redeemed by the Company at an amount equal to 100% of the principal amount of the Securities to
be so redeemed, plus accrued and unpaid interest on such Securities to, but excluding, the redemption date.
Upon the occurrence of a Change of Control Triggering Event, unless all Securities have been called for redemption pursuant to the provision described above, each Holder of Securities of this series
shall have the right to require the Company to repurchase all or any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of such Securities at an offer price in cash equal to the Change of Control Payment.
E-5
In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.
The Securities shall have the benefit of the Guarantee of the Guarantors on the terms set forth therein.
The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Security upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of at least a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of
a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 30% in
principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to the
Trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
E-6
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory
to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in denominations of $200,000 or an integral multiple of $1,000 in excess of $200,000. As provided in the Indenture
and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is
registered in the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
THIS SECURITY WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
E-7
GUARANTEE
For value received, Eaton Corporation plc, Cooper B-Line, Inc., Cooper Bussmann, LLC, Cooper Crouse-Hinds, LLC, Cooper Industries Unlimited Company, Cooper Power Systems, LLC, Cooper Wiring Devices,
Inc., Eaton Aeroquip LLC, Eaton Aerospace LLC, Eaton Capital Unlimited Company, Eaton Controls (Luxembourg) S.à r.l., Eaton Domhanda Unlimited Company, Eaton Electric Holdings LLC, Eaton Filtration LLC, Eaton Leasing Corporation, Eaton Technologies
(Luxembourg) S.à r.l., Turlock B.V., and Wright Line LLC, (together, the “Guarantors”) hereby fully and unconditionally guarantee the cash payments in United States dollars of principal of and interest on the Security on which this Guarantee
is endorsed in the amounts and at the time when due and interest on the overdue principal and interest, if any, on this Security, if lawful, and the payment of all other obligations of Eaton Corporation (the “Company”) under the Indenture or
the Security, to the Holder of this Security and the Trustee, all in accordance with and subject to the terms and limitations of this Security, Article 17 of the Base Indenture and this Guarantee. This Guarantee will become effective in accordance
with Article 17 of the Base Indenture and its terms shall be evidenced therein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture, dated as of May 9, 2025 (herein called the “Base Indenture”),
among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, as amended or supplemented (as so amended or supplemented, the “Indenture”).
The obligations of the undersigned to the Holder of this Security and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 17 of the Base Indenture and
reference is hereby made to the Indenture for the precise terms and limitations of the Guarantee and all of the other provisions of the Indenture to which this Guarantee relates. Each Holder of the Security to which this Guarantee is endorsed, by
accepting such Security, agrees to and shall be bound by such provisions. The Guarantors will be deemed released from all of their obligations under the Indenture and this Guarantee, and this Guarantee will terminate, without any action required on
the part of the Trustee or any Holder of the Securities, upon the terms and conditions as provided in Section 17.12 of the Indenture.
This Guarantee shall be an unsecured and unsubordinated obligation of the Guarantors and rank equally with other unsecured and unsubordinated indebtedness of the Guarantors that is currently
outstanding or that they may issue in the future.
This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Guarantee is endorsed shall have been executed by the Trustee
under the Indenture by manual or electronic signature.
THIS GUARANTEE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
This Guarantee is subject to release upon the terms set forth in the Indenture.
E-8
IN WITNESS WHEREOF this instrument has been duly executed in the name of the Guarantors.
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COOPER B-LINE, INC.
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COOPER BUSSMANN, LLC
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COOPER CROUSE-HINDS, LLC
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COOPER POWER SYSTEMS, LLC
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COOPER WIRING DEVICES, INC.
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EATON AEROQUIP LLC
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EATON AEROSPACE LLC
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EATON ELECTRIC HOLDINGS LLC
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EATON FILTRATION LLC
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EATON LEASING CORPORATION
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WRIGHT LINE LLC
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By:
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/s/ Lisa Sutton
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Name: Lisa Sutton
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Title: Vice President and Secretary
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EATON CORPORATION PLC
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By:
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/s/ Nigel Crawford
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Name: Nigel Crawford
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Title: Secretary
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By:
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/s/ Kirsten M. Park
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Name: Kirsten M. Park
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Title: Authorized Signatory
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E-9
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COOPER INDUSTRIES UNLIMITED COMPANY
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EATON CAPITAL UNLIMITED COMPANY
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EATON DOMHANDA UNLIMITED COMPANY
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By:
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/s/ Nigel Crawford
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Name: Nigel Crawford
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Title: Director
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TURLOCK B.V.
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By:
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/s/ Albert Coenraad van Beek
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Name: Albert Coenraad van Beek
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Title: Managing Director
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By:
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/s/ Robert Zweerus
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Name: Robert Zweerus
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Title: Managing Director
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EATON CONTROLS (LUXEMBOURG) S.À R.L.
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EATON TECHNOLOGIES (LUXEMBOURG) S.À R.L.
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By:
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/s/ Sabine Huber
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Name: Sabine Huber
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Title: Manager
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E-10
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Security purchased by the Company pursuant to the Company’s offer upon a Change of Control Triggering Event in accordance with the Indenture, check the box: ☐
If you want to elect to have only part of this Note purchased by the Company pursuant to the Indenture, state the amount in principal amount (must be denominations of $200,000 or an integral multiple
of $1,000 in excess of $200,000): $________.
| Date: | Your Signature: | |||
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(Sign exactly as your name appears on the other side of the Note)
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| Signature Guarantee: | ||
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(Signature must be guaranteed)
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The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program),
pursuant to SEC Rule 17Ad-15.
E-11
Exhibit F
[FORM OF 2056 NOTE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER,
EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO IN THE TERMS OF SECURITIES ATTACHED HERETO.
EATON CORPORATION
5.450% Notes due 2056
| No. [__] | CUSIP No. 278058EA6 |
$[__]
Eaton Corporation, an Ohio corporation (herein called the “Company”, which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises
to pay to Cede & Co., or registered assigns, the principal sum of [__________] ($[____]) on March 6, 2056, and to pay interest thereon from March 6, 2026 or from the most recent Interest Payment Date to which interest has been paid or duly
provided for, semi-annually on March 6 and September 6 in each year, commencing September 6, 2026, at the rate of 5.450% per annum until the principal hereof is paid or made available for payment.
The interest so payable, and duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered in the Security Register at the close of business on February 19 and August 22 (whether or not that date is a Business Day as that term is defined in the Indenture) (any such date a “Regular Record Date”). Any such
interest not so duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered in the Security
Register at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record
Date.
Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Company maintained for that purpose in Chicago, Illinois, in such
coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this
place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
[Signature Pages Follow]
F-2
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.
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Dated: [____]
|
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EATON CORPORATION
|
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By:
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Name:
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Title:
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Attest:
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By:
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Name:
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Title:
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F-3
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
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THE BANK OF NEW YORK
|
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MELLON TRUST COMPANY, N.A.,
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as Trustee
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Dated: [_____]
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By
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Authorized Signatory | ||
F-4
Reverse of Security
EATON CORPORATION
This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of
May 9, 2025 (herein called the “Base Indenture”), among the Company, Eaton Corporation plc, Cooper B-Line, Inc., Cooper Bussmann, LLC, Cooper Crouse-Hinds, LLC, Cooper Industries Unlimited Company, Cooper Power Systems, LLC, Cooper Wiring
Devices, Inc., Eaton Aeroquip LLC, Eaton Aerospace LLC, Eaton Capital Unlimited Company, Eaton Controls (Luxembourg) S.à r.l., Eaton Domhanda Unlimited Company, Eaton Electric Holdings LLC, Eaton Filtration LLC, Eaton Leasing Corporation, Eaton
Technologies (Luxembourg) S.à r.l., Turlock B.V. and Wright Line LLC (together, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (herein called the “Trustee”, which term includes any successor trustee under the
Indenture), as supplemented by the Third Supplemental Indenture, dated as of March 6, 2026 (the Base Indenture, as so supplemented, herein called the “Indenture”), among the Company, the Guarantors and the Trustee, and reference is hereby made
to the Indenture for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are
to be, authenticated and delivered.
The Securities of this series are subject to redemption upon not less than 10, but not more than 60, days’ notice, at any time, as a whole or in part, at the election of the Company. If this Security
is redeemed by the Company before the 2056 Par Call Date, it will be redeemed in accordance with the terms of the Indenture, at the greater of the following amounts:
|
(1)
|
(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the 2056 Par Call Date) on a
semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, and
|
|
(2)
|
100% of the principal amount of the Notes to be redeemed
|
plus, in either case, accrued and unpaid interest thereon to the redemption date.
The Trustee shall have no obligation with respect to the determination of the redemption price.
If this Security is redeemed by the Company on or after the 2056 Par Call Date, this Security will be redeemed by the Company at an amount equal to 100% of the principal amount of the Securities to
be so redeemed, plus accrued and unpaid interest on such Securities to, but excluding, the redemption date.
Upon the occurrence of a Change of Control Triggering Event, unless all Securities have been called for redemption pursuant to the provision described above, each Holder of Securities of this series
shall have the right to require the Company to repurchase all or any part (equal to $200,000 or an integral multiple of $1,000 in excess thereof) of such Securities at an offer price in cash equal to the Change of Control Payment.
F-5
In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion hereof will be issued in the name of the Holder
hereof upon the cancellation hereof.
The Securities shall have the benefit of the Guarantee of the Guarantors on the terms set forth therein.
The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Security upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with
the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the
Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of at least a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with
certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this
Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of
a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 30% in
principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee indemnity satisfactory to the
Trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such
proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of principal hereof or any premium or
interest hereon on or after the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
F-6
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for
registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory
to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor, of authorized denominations and for the same
aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in denominations of $200,000 or an integral multiple of $1,000 in excess of $200,000. As provided in the Indenture
and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in
connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is
registered in the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
THIS SECURITY WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
F-7
GUARANTEE
For value received, Eaton Corporation plc, Cooper B-Line, Inc., Cooper Bussmann, LLC, Cooper Crouse-Hinds, LLC, Cooper Industries Unlimited Company, Cooper Power Systems, LLC, Cooper Wiring Devices,
Inc., Eaton Aeroquip LLC, Eaton Aerospace LLC, Eaton Capital Unlimited Company, Eaton Controls (Luxembourg) S.à r.l., Eaton Domhanda Unlimited Company, Eaton Electric Holdings LLC, Eaton Filtration LLC, Eaton Leasing Corporation, Eaton Technologies
(Luxembourg) S.à r.l., Turlock B.V., and Wright Line LLC, (together, the “Guarantors”) hereby fully and unconditionally guarantee the cash payments in United States dollars of principal of and interest on the Security on which this Guarantee
is endorsed in the amounts and at the time when due and interest on the overdue principal and interest, if any, on this Security, if lawful, and the payment of all other obligations of Eaton Corporation (the “Company”) under the Indenture or
the Security, to the Holder of this Security and the Trustee, all in accordance with and subject to the terms and limitations of this Security, Article 17 of the Base Indenture and this Guarantee. This Guarantee will become effective in accordance
with Article 17 of the Base Indenture and its terms shall be evidenced therein. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Indenture, dated as of May 9, 2025 (herein called the “Base Indenture”),
among the Company, the Guarantors and The Bank of New York Mellon Trust Company, N.A., as trustee, as amended or supplemented (as so amended or supplemented, the “Indenture”).
The obligations of the undersigned to the Holder of this Security and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth in Article 17 of the Base Indenture and
reference is hereby made to the Indenture for the precise terms and limitations of the Guarantee and all of the other provisions of the Indenture to which this Guarantee relates. Each Holder of the Security to which this Guarantee is endorsed, by
accepting such Security, agrees to and shall be bound by such provisions. The Guarantors will be deemed released from all of their obligations under the Indenture and this Guarantee, and this Guarantee will terminate, without any action required on
the part of the Trustee or any Holder of the Securities, upon the terms and conditions as provided in Section 17.12 of the Indenture.
This Guarantee shall be an unsecured and unsubordinated obligation of the Guarantors and rank equally with other unsecured and unsubordinated indebtedness of the Guarantors that is currently
outstanding or that they may issue in the future.
This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Guarantee is endorsed shall have been executed by the Trustee
under the Indenture by manual or electronic signature.
THIS GUARANTEE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
This Guarantee is subject to release upon the terms set forth in the Indenture.
F-8
IN WITNESS WHEREOF this instrument has been duly executed in the name of the Guarantors.
|
COOPER B-LINE, INC.
|
|||
|
COOPER BUSSMANN, LLC
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COOPER CROUSE-HINDS, LLC
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COOPER POWER SYSTEMS, LLC
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COOPER WIRING DEVICES, INC.
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EATON AEROQUIP LLC
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EATON AEROSPACE LLC
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EATON ELECTRIC HOLDINGS LLC
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EATON FILTRATION LLC
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EATON LEASING CORPORATION
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WRIGHT LINE LLC
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By:
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/s/ Lisa Sutton
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Name: Lisa Sutton
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Title: Vice President and Secretary
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EATON CORPORATION PLC
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By:
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/s/ Nigel Crawford
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Name: Nigel Crawford
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Title: Secretary
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By:
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/s/ Kirsten M. Park
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Name: Kirsten M. Park
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Title: Authorized Signatory
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F-9
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COOPER INDUSTRIES UNLIMITED COMPANY
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EATON CAPITAL UNLIMITED COMPANY
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EATON DOMHANDA UNLIMITED COMPANY
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By:
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/s/ Nigel Crawford
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Name: Nigel Crawford
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Title: Director
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TURLOCK B.V.
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By:
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/s/ Albert Coenraad van Beek
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Name: Albert Coenraad van Beek
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Title: Managing Director
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By:
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/s/ Robert Zweerus
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Name: Robert Zweerus
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Title: Managing Director
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EATON CONTROLS (LUXEMBOURG) S.À R.L.
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EATON TECHNOLOGIES (LUXEMBOURG) S.À R.L.
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By:
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/s/ Sabine Huber
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Name: Sabine Huber
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Title: Manager
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F-10
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Security purchased by the Company pursuant to the Company’s offer upon a Change of Control Triggering Event in accordance with the Indenture, check the box: ☐
If you want to elect to have only part of this Note purchased by the Company pursuant to the Indenture, state the amount in principal amount (must be denominations of $200,000 or an integral multiple
of $1,000 in excess of $200,000): $________.
| Date: | Your Signature: | |||
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(Sign exactly as your name appears on the other side of the Note)
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| Signature Guarantee: | ||
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(Signature must be guaranteed)
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The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program),
pursuant to SEC Rule 17Ad-15.
F-11
Exhibit 4.3
EATON CAPITAL UNLIMITED COMPANY
and
each of the Guarantors as defined herein
and
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
as Trustee
FOURTH SUPPLEMENTAL INDENTURE
Dated as of March 10, 2026
to
Indenture dated as of May 9, 2025
€600,000,000 3.550% Notes due 2034
€600,000,000 4.000% Notes due 2038
TABLE OF CONTENTS
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Page
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ARTICLE I
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||
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DEFINITIONS
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SECTION 1.1
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Generally
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1
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SECTION 1.2
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Definition of Certain Terms
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1
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ARTICLE II
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||
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GENERAL TERMS OF THE NOTES
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||
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SECTION 2.1
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Form
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4
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SECTION 2.2
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Amount and Payment of Principal and Interest.
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5 |
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SECTION 2.3
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Denominations
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5
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SECTION 2.4
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Global Securities
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5
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SECTION 2.5
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Payment, Transfer and Exchange
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5
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SECTION 2.6
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Security Registrar and Paying Agent
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6
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SECTION 2.7
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Ranking
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6
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SECTION 2.8
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Trustee’s Right to Refuse Directions in Certain Circumstances
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6
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SECTION 2.9
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Additional Amounts.
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6
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SECTION 2.10
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New Safekeeping Structure
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8
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SECTION 2.11
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Election of Common Safekeeper
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8
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SECTION 2.12
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Authority to Authenticate and Effectuate
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8
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ARTICLE III
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||
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REDEMPTION
|
||
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SECTION 3.1
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Redemption
|
9
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SECTION 3.2
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Redemption Procedures
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10
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SECTION 3.3
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Notice of Redemption
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10
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ARTICLE IV
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||
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CHANGE OF CONTROL
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||
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SECTION 4.1
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Change of Control
|
11
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ARTICLE V
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MISCELLANEOUS PROVISIONS
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SECTION 5.1
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Ratification of Base Indenture
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14
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SECTION 5.2
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Trustee Not Responsible for Recitals
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14
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SECTION 5.3
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Table of Contents, Headings, etc.
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14
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SECTION 5.4
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Counterpart Originals
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14
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SECTION 5.5
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Governing Law
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14
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-i-
|
EXHIBIT A
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Form of 2034 Note
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A-1
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EXHIBIT B
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Form of 2038 Note
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B-1
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EXHIBIT C
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New Safekeeping Structure Duties
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C-1
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-ii-
THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of March 10, 2026 (this “Supplemental Indenture”),
among Eaton Capital Unlimited Company, an Irish public unlimited company, as issuer (the “Company”), Eaton Corporation plc, an Irish public limited company (the “Parent”), the Subsidiary Guarantors (as defined below), and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Trustee”).
RECITALS:
WHEREAS, the Company has executed and delivered to the Trustee an Indenture, dated as of May 9, 2025 (the “Base Indenture” and as supplemented by this Supplemental Indenture, the “Indenture”), providing for the issuance by the Company from time to time of its unsecured
and unsubordinated debentures, notes or other evidences of indebtedness (the “Securities”) to be issued in one or more series unlimited as to principal amount;
WHEREAS, the Company has duly authorized and desires to cause to be established pursuant to the Base Indenture and this Supplemental Indenture a new
series of Securities designated the 3.550% Notes due 2034 (the “2034 Notes”) and the 4.000% Notes due 2038 (the “2038 Notes”
and, together with the 2034 Notes, the “Notes”), the form and terms of such Notes to be set forth in this Supplemental Indenture;
WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Company, the Parent, the Subsidiary Guarantors and the
Trustee, in accordance with its terms, and a valid amendment of, and supplement to, the Base Indenture have been done;
NOW, THEREFORE, in consideration of the premises and the purchase and acceptance of the Notes by the Holders thereof, it is mutually covenanted and
agreed, for the equal and proportionate benefit of all Holders of the Notes, that the Base Indenture is supplemented and amended, to the extent expressed herein, as follows:
ARTICLE I
DEFINITIONS
SECTION 1.1 Generally. (a) Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Base Indenture.
(b) The rules of
interpretation set forth in the Base Indenture shall be applied hereto as if set forth in full herein.
SECTION 1.2 Definition of Certain Terms. For all purposes of this Supplemental Indenture, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the following respective
meanings:
“2034 Par Call Date” means December 10, 2033 (three months prior to maturity of the 2034
Notes).
“2038 Par Call Date” means December 10, 2037 (three months prior to maturity of the 2038
Notes).
“Additional Notes” has the meaning specified in Section 2.2(b).
“Business Day,” means any day other than a Saturday or Sunday (1) that is not on a day
on which banking institutions in the City of New York or the Place of Payments are authorized or required by law or executive order to close and (2) on which the Trans-European Automated Real-time Gross Settlement Express Transfer system (the
TARGET2 system), or any successor thereto, operates.
“Change of Control” means the occurrence of any of the following: (1) the direct or indirect
sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or more series of related transactions, of all or substantially all of the assets of the Parent and the assets of its subsidiaries, taken
as a whole, to any person, other than the Parent or one of its subsidiaries; (2) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any person becomes the beneficial owner
(as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of the outstanding Voting Stock of the Parent or other Voting Stock into which the Voting Stock of the Parent is reclassified, consolidated, exchanged or changed,
measured by voting power rather than number of shares; (3) the Parent consolidates with, or merges with or into, any person, or any person consolidates with, or merges with or into, the Parent, in any such event pursuant to a transaction in which
any of the outstanding Voting Stock of the Parent or the Voting Stock of such other person is converted into or exchanged for cash, securities or other property, other than any such transaction where the shares of the Voting Stock of the Parent
outstanding immediately prior to such transaction constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving person or any direct or indirect parent company of the surviving person immediately after giving
effect to such transaction; or (4) the adoption of a plan relating to the liquidation or dissolution of the Parent. A transaction will not be deemed to involve a Change of Control under clause (2) above if (i) the Parent becomes a direct or
indirect wholly-owned subsidiary of a holding company and (ii)(A) the direct or indirect holders of the Voting Stock of such holding company immediately following that transaction are substantially the same as the holders of the Voting Stock of the
Parent immediately prior to that transaction or (B) immediately following that transaction no person (other than a holding company satisfying the requirements of this sentence) is the beneficial owner, directly or indirectly, of more than 50% of
the Voting Stock of such holding company. The term “person,” as used in this definition, has the meaning given thereto in Section 13(d)(3) of the Exchange Act. “Change of Control Triggering Event” means the occurrence of both a Change of Control
and a Rating Event.
“Change of Control Payment” has the meaning specified in Section 4.1(a).
“Change of Control Payment Date” has the meaning specified in Section 4.1(b).
“Clearing Agency” means one or more of Euroclear, Clearstream, or the successor of
either of them, in each case acting directly, or through a custodian, nominee or depository.
“Clearstream” means Clearstream Banking, S.A., Luxembourg, or its successors.
-2-
“Common Safekeeper” means the common safekeeper for Euroclear and Clearstream, which
shall initially be Clearstream until a successor, if any, replaces it, and thereafter means the successor serving hereunder.
“Comparable Government Bond” means in relation to any Comparable Government Bond Rate
calculation, the German government bond selected by the Issuer as having a maturity closest to the remaining term of the Notes that would be redeemed (assuming that the applicable series of Notes matured on the applicable Par Call Date), at the
time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of such series of Notes, or if the Issuer in its discretion determines that such
similar bond is not in issue, such other European government bond as the Issuer may, with the advice of three brokers of, and/or market makers in, European government bonds selected by the Issuer, determine to be appropriate for determining the
Comparable Government Bond Rate.
“Comparable Government Bond Rate” means the yield to maturity, expressed as a percentage
(rounded to three decimal places with 0.0005 being rounded upwards), on the third Business Day prior to the date fixed for redemption of the applicable Comparable Government Bond on the basis of the middle market price of such Comparable Government
Bond prevailing at 11:00 a.m. (London time) on such Business Day as determined by an Independent Investment Banker.
“Euroclear” means Euroclear Bank SA/NV, or its successor as operator of the Euroclear
System.
“Fitch” means Fitch Inc., and its successors.
“Guarantee” means, with respect to the Notes, the guarantee by any Guarantor of the
Company’s obligations, subject to the terms and limitations of Article 17 of the Base Indenture and Exhibits A and B hereof.
“Guarantors” means, with respect to the Notes, the Parent and the Subsidiary Guarantors.
“Interest Payment Date” has the meaning specified in Section 2.2(c).
“Independent Investment Banker” means one of the Reference Bond Dealers, to be appointed
by the Issuer.
“Investment Grade Rating” means a rating equal to or higher than Baa3 (or the
equivalent) by Moody’s, BBB- (or the equivalent) by S&P and BBB- (or the equivalent) by Fitch, and the equivalent investment grade credit rating from any replacement rating agency or rating agencies selected by the Parent.
“Moody’s” means Moody’s Investors Service, Inc., and its successors.
“Par Call Date” means (i) in the case of the 2034 Notes, the 2034 Par Call Date and (ii) in
the case of the 2038 Notes, the 2038 Par Call Date.
“Paying Agency Agreement” has the meaning specified in Section 2.6.
-3-
“Prospectus Supplement” means the prospectus supplement, dated March 5, 2026, to the
prospectus, dated August 1, 2024, relating to the offering by the Company of the Notes.
“Rating Agencies” means (1) each of Moody’s, S&P and Fitch; and (2) if any of
Moody’s, S&P or Fitch ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons beyond the Company’s control, a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62)
of the Exchange Act selected by the Parent (as certified by a resolution of the Parent’s Board of Directors) as a replacement agency for Moody’s, S&P or Fitch, or all of them, as the case may be.
“Rating Event” means the rating on the applicable Notes is lowered by at least two
Rating Agencies and such Notes are rated below an Investment Grade Rating on any day during the period (which period will be extended so long as the rating of such Notes is under publicly announced consideration for a possible downgrade by any of
the Rating Agencies) commencing 60 days prior to the first public notice of the occurrence of a Change of Control or the Parent’s intention to effect a Change of Control and ending 60 days following consummation of such Change of Control.
“Reference Bond Dealer” means each of Barclays Bank PLC, BofA Securities Europe SA,
Citigroup Global Markets Limited, J.P. Morgan Securities plc, Morgan Stanley & Co. International plc and their respective successors or a Primary Bond Dealer selected by any of them, and their respective successors; provided however, that if
any of the foregoing shall cease to be a broker or dealer of, and/or market maker in, German government bonds, which we refer to as a “Primary Bond Dealer,” the Issuer will substitute therefor another nationally recognized investment banking firm
that is a Primary Bond Dealer.
“S&P” means S&P Global Ratings, and any successor to its rating agency business.
“Subsidiary Guarantors” means Cooper B-Line, Inc., Cooper Bussmann, LLC, Cooper
Crouse-Hinds, LLC, Cooper Industries Unlimited Company, Cooper Power Systems, LLC, Cooper Wiring Devices, Inc., Eaton Aeroquip LLC, Eaton Aerospace LLC, Eaton Controls (Luxembourg) S.à r.l., Eaton Corporation, Eaton Domhanda Unlimited Company,
Eaton Electric Holdings LLC, Eaton Filtration LLC, Eaton Leasing Corporation, Eaton Technologies (Luxembourg) S.à r.l., Turlock B.V. and Wright Line LLC.
“Voting Stock” means, with respect to any specified “person” (as that term is used in
Section 13(d)(3) of the Exchange Act) as of any date, the capital stock of that person that is at the time entitled to vote generally in the election of the board of directors of that person.
ARTICLE II
GENERAL TERMS OF THE NOTES
SECTION 2.1 Form. Each series of Notes, the Trustee’s certificates of authentication and the Guarantees shall
be substantially in the form of Exhibits A through C to this Supplemental Indenture, which are hereby incorporated into this Supplemental Indenture. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made,
a part of this Supplemental Indenture and to the extent applicable, the Company, the Guarantors and the Trustee, by their execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions and to be bound thereby.
-4-
SECTION 2.2 Amount and Payment of Principal and Interest. (a) In accordance with the Company Order delivered to the Trustee pursuant to
Section 3.03 of the Base Indenture, the Trustee shall authenticate and deliver the 2034 Notes with the Guarantee affixed thereto for original issue on the date hereof in the aggregate principal amount of €600,000,000 and the 2038 Notes with the
Guarantee affixed thereto for original issue on the date hereof in the aggregate principal amount of €600,000,000. The principal amount of the 2034 Notes shall be payable on March 10, 2034. The principal amount of the 2038 Notes shall be
payable on March 10, 2038.
(b) Subject to the
terms and conditions contained herein, the Company may, without the consent of the holders of the Notes, issue additional debt securities (the “Additional Notes”) having the same
ranking and the same interest rate, maturity and other terms as the Notes of a particular series. Any such Additional Notes and the Notes of such series will constitute a single series under the Indenture.
(c) Interest on the 2034 Notes shall be paid annually in arrears on March 10, beginning on March 10, 2027 and interest on the 2038 Notes shall be paid annually in arrears on March 10, beginning on March 10, 2027 (each an “Interest Payment Date”), to each person in whose name the Notes are registered in the Security Register at the close of business on the Business Day immediately preceding the Interest
Payment Date.
(d) The Company will compute interest on the Notes on an Actual/Actual (ICMA) day count convention basis, as defined in the rulebook of the International Capital Market Association. If any Interest Payment Date or maturity or redemption date
falls on a day that is not a Business Day, then the payment will be made on the next Business Day without additional interest and with the same effect as if it were made on the originally scheduled date. For the avoidance of doubt, the Trustee
shall have no obligation to compute interest on the Notes or to verify the Company’s computation with respect thereto.
SECTION 2.3 Denominations. The Notes will be issuable only in fully registered form without coupons in denominations of €100,000 or an integral multiple of €1,000 in excess of €100,000.
SECTION 2.4 Global Securities. The Notes will be issuable in the form of one or more global Securities registered in the name of the Common Safekeeper or its nominee for the accounts of Euroclear or Clearstream and deposited on
behalf of the purchasers of the Notes with the Common Safekeeper or its nominee.
SECTION 2.5 Payment, Transfer and Exchange. (a) The principal and interest on Notes represented by global Securities will be payable to the Common Safekeeper or its nominee, as the case may be, as the sole registered owner and the
sole Holder of the global Securities represented thereby. The principal and interest on Notes represented by physical securities will be payable, either in person or by mail, at the office of the Paying Agent.
-5-
(b) Transfers of global Securities will be limited to transfer in whole, but not in part, by the Common Safekeeper to a nominee of the Common Safekeeper or by a nominee of the Common Safekeeper to the Common Safekeeper or another nominee
of the Common Safekeeper or, in each case, to another successor of the Common Safekeeper or a nominee of such successor. Interests of beneficial owners in the global Securities may be transferred or exchanged for physical securities in accordance with the Indenture and the rules and procedures of the relevant Clearing Agency. If Notes represented by physical securities are presented to the Security
Registrar with a request from the Holder of such Securities to register a transfer or to exchange them for an equal principal amount of Securities of other authorized denominations, the Security Registrar will register the transfer as
requested in accordance with the Indenture.
SECTION 2.6 Security Registrar and Paying Agent. The Company initially appoints the Trustee as security registrar for the Notes (the “Security Registrar”). Pursuant to a
paying agency agreement, dated the date hereof (the “Paying Agency Agreement”), the Company has appointed The Bank of New York Mellon, London Branch, as paying agent for the Notes (the “Paying Agent”). The Company may change the Paying Agent and Security Registrar without notice to Holders.
SECTION 2.7 Ranking. The Notes will be senior unsecured obligations of the Company. The payment of the principal of, premium, if any, and interest on the Notes will rank equally in right of payment with all other senior unsecured
indebtedness of the Company that is not by its terms expressly subordinated to other indebtedness of the Company. The obligations of the Company under the Notes and the Indenture will be fully and unconditionally guaranteed by the Guarantors with
such guarantees ranking equal in right of payment with all other existing and future unsecured and unsubordinated indebtedness of such Guarantor.
SECTION 2.8 Trustee’s Right to Refuse Directions in Certain Circumstances.
With respect to directions given by the Holders of a majority in principal amount pursuant to the Indenture to the Trustee in its exercise of any trust or power, the Trustee will be entitled to refuse to follow any such direction that conflicts
with law or the Indenture or that the Trustee determines in good faith is unduly prejudicial to the rights of other Holders or may impose personal liability upon the Trustee, unless the Trustee is offered indemnity satisfactory to it.
SECTION 2.9 Additional Amounts. All payments of
principal, premium (if any) and interest in respect of the Notes or the Guarantees will be made free and clear of, and without withholding or deduction for, any taxes, assessments, duties or governmental charges imposed, levied or collected by
Ireland or any political subdivision thereof, or any governmental authority of any jurisdiction in which the Company or any Guarantor, as the case may be, is then incorporated or organized or otherwise resident or carrying on a trade or business
for tax purposes or any other jurisdiction from or through which the Company or the relevant Guarantor makes any payment on the Notes (and any political subdivision thereof) (the “Relevant
Jurisdiction”). If withholding or deduction is required by law, the Company or such Guarantor, as the case may be, must, subject to certain exceptions, pay to each holder of the Notes additional amounts in euros as may be necessary
in order that every net payment of principal of (and premium, if any, on) and interest on the Notes after deduction or other withholding for or on account of any present or future tax, assessment, duty or other governmental charge, will not be
less than the amount that would have been payable on the Notes in the absence of such deduction or withholding.
-6-
Notwithstanding the foregoing, no such additional amounts shall be payable to any holder for, or on account of, any of the following:
| a) |
any taxes, duties, assessments or other governmental charges imposed, levied, collected, withheld or assessed solely because at any time there is or was a connection between the holder or
beneficial holder of a Note (or between a fiduciary, settlor, beneficiary, member or shareholder of or possessor of power over the relevant holder or beneficial owner, if such holder or beneficial owner is an estate, a nominee, a trust, a
partnership, a limited liability company or a corporation) and the Relevant Jurisdiction, including such holder or beneficial owner (or such fiduciary, settlor, beneficiary, member, shareholder or possessor of power) (a) being or having
been a citizen or resident or national or domiciliary thereof, (b) maintaining or having maintained an office, permanent establishment, or branch subject to taxation therein or (c) being or having been present or engaged in a trade or
business therein (other than the mere receipt of a payment on or holding of, or the enforcement of rights or remedies under, the Notes or the Guarantee);
|
| b) |
any estate, inheritance, gift, sales, use, excise, transfer, personal property or similar tax, assessment or other governmental charge imposed with respect to a Note;
|
| c) |
any taxes, duties, assessments or other governmental charges imposed, levied, collected, withheld or assessed because the holder, beneficial owner, or any other person fails to comply with any
certification, identification, information, documentation or other reporting requirement concerning the nationality, residence, identity or connection with the Relevant Jurisdiction of the holder or any beneficial owner of a Note, if
compliance is required by statute, rule, regulation or by the published official interpretation of applicable tax law by the taxing authorities of the Relevant Jurisdiction or by an applicable income tax treaty, which is in effect and to
which the applicable jurisdiction is a party, as a precondition to exemption from, or reduction in the rate of, the tax, assessment or other governmental charge and the Company or the relevant Guarantor has given the holders or beneficial
owners of the Notes at least 30 calendar days’ notice that such information and identification is required to be provided;
|
| d) |
any tax, duty, assessment or other governmental charge not payable by way of deduction or withholding from payments on or with respect to a Note;
|
| e) |
any payment on a Note to a holder that is a fiduciary, partnership, limited liability company or any person other than the sole beneficial owner of any such payment, to the extent that payment
would be required by the Relevant Jurisdiction to be included in the income, for tax purposes, of a beneficiary or settlor with respect to such fiduciary, a partner or member of such partnership, an interest holder in such limited liability
company or the beneficial owner who would not have been entitled to the additional amounts had the beneficiary, settlor, member or beneficial owner been the holder of a Note;
|
| f) |
any taxes imposed on overall net income or any branch profits tax;
|
-7-
| g) |
any taxes imposed as a result of a Note being presented for payment (where presentation is required) in the Relevant Jurisdiction, unless such Note could not have been presented for payment
elsewhere;
|
| h) |
in respect of a Note surrendered or presented for payment (if surrender or presentment is required) more than thirty (30) calendar days after the date on which such payment first becomes due except
to the extent that payments under such Note would have been subject to withholding and the holder of such Note would have been entitled to such additional amounts on surrender of such Note for payment on the last day of such period of
thirty (30) calendar days;
|
| i) |
in respect of any combination of (a) through (h) above;
|
| j) |
any withholding or deduction imposed on or in respect of any Note pursuant to Sections 1471 to 1474 of the United States Internal Revenue Code (the “Code”)
(and any current and future regulations or official interpretations thereof) (“FATCA”), the laws of, or any intergovernmental agreement entered into by, any Relevant Jurisdiction
implementing FATCA or any agreement between the Company or a Guarantor and any taxing or governmental authority entered into for FATCA purposes, notwithstanding anything to the contrary under this Section 2.9.
|
SECTION 2.10 New Safekeeping Structure. Pursuant to the Paying Agency Agreement, the Paying Agent undertakes to the Company that it will, in connection with the issue of the Notes, perform the duties which are stated to be performed
by the Paying Agent in Exhibit C hereto. Each other agent appointed hereunder agrees that if any information that is required by the Paying Agent to perform the duties set out in Exhibit C becomes known to it, it will promptly provide such
information to the Paying Agent.
SECTION 2.11 Election of Common Safekeeper. The Company hereby authorizes and instructs the Securities Registrar to elect Euroclear as Common Safekeeper. The Company acknowledges that any such election is subject to the right of
Euroclear and Clearstream to jointly determine that the other shall act as Common Safekeeper and that no liability shall attach to the Securities Registrar in respect of any such election made by it.
SECTION 2.12 Authority to Authenticate and Effectuate. The Trustee is authorized by the Company to (i) authenticate or cause to be authenticated the global Security and the definitive Securities and (ii) transmit such global
Securities electronically to the Common Safekeeper and to give effectuation instructions in respect of the global Security following authentication thereof by the signature of any of its officers or any other person duly authorized for such purpose
by the Trustee.
-8-
ARTICLE III
REDEMPTION
SECTION 3.1 Redemption. (a) Except as provided in this Article III, the Company shall have no obligation to redeem, purchase or repay the Notes pursuant to any mandatory redemption, sinking fund or analogous provisions or at the
option of a Holder thereof.
(b) The 2034 Notes
are subject to redemption at the Company’s option, in whole or in part, at any time and from time to time. If the 2034 Notes are redeemed before the 2034 Par Call Date, the 2034 Notes shall be redeemed at a redemption price (expressed as a
percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values
of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2034 Notes matured on the 2034 Par Call Date) on an annual basis (assuming an Actual/Actual (ICMA) day count fraction) at the
Comparable Government Bond Rate, plus 15 basis points, less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of
the 2034 Notes to be redeemed
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the 2034 Par Call Date, the Company may redeem the 2034 Notes, in whole or in part, at any time and from time to time, at a redemption
price equal to 100% of the principal amount of the 2034 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
(c) The 2038 Notes
are subject to redemption at the Company’s option, in whole or in part, at any time and from time to time. If the 2038 Notes are redeemed before the 2038 Par Call Date, the 2038 Notes shall be redeemed at a redemption price (expressed as a
percentage of principal amount and rounded to three decimal places) equal to the greater of:
(1) (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the 2038 Notes
matured on the 2038 Par Call Date) on an annual basis (assuming an Actual/Actual (ICMA) day count fraction) at the Comparable Government Bond Rate, plus 20 basis points, less (b) interest accrued to the date of redemption, and
(2) 100% of the principal amount of
the 2038 Notes to be redeemed
plus, in either case, accrued and unpaid interest thereon to the redemption date.
On or after the 2038 Par Call Date, the Company may redeem the 2038 Notes, in whole or in part, at any time and from time to time, at a redemption
price equal to 100% of the principal amount of the 2038 Notes being redeemed plus accrued and unpaid interest thereon to the redemption date.
-9-
(d) If, as a result
of (1) any amendment to, or change in, the laws (or any rules or regulations thereunder) of the Relevant Jurisdiction after the later of (i) the date the Notes are issued and (ii) the date such Relevant Jurisdiction became a Relevant
Jurisdiction (such later date, the “Relevant Time”) or (2) any amendment to or change in the official interpretation of applicable tax law by the Relevant Jurisdiction’s tax authorities or application of such laws, rules or regulations after
the Relevant Time, in respect of the Notes, the Company or any Guarantor becomes obligated, or will become obligated, in each case, after taking all commercially reasonable measures to avoid this requirement provided that changing the jurisdiction of the Company’s or any Guarantor’s incorporation shall not be considered a commercially reasonable measure, to pay additional amounts, as described in “— Additional Amounts” above, then, at the Company’s option, all but not less than all, of the Notes may be redeemed at any time at a redemption price equal to 100 percent of
the outstanding principal amount of such Notes, plus accrued and unpaid interest and any such additional amounts due thereupon up to, but not including, the redemption date; provided, however, that (1) no notice of redemption for tax reasons
may be given earlier than 60 days prior to the earliest date on which the Company or the relevant Guarantor would be obligated to pay these additional amounts if a payment on the Notes were then due and (2) at the time such notice of redemption
is given such obligation to pay such additional amounts remains in effect. Prior to the delivery of any notice of redemption pursuant to this provision, the Company will deliver to the Trustee: (1) an Officer’s Certificate signed by one of the
Company’s duly authorized representatives stating that the Company is entitled to effect the redemption and setting forth a statement of facts showing that the above listed conditions precedent have occurred; and (2) an Opinion of Counsel of
outside legal counsel of recognized standing qualified under the laws of the Relevant Jurisdiction to the effect that the Company or the relevant Guarantor, as applicable, has or will become obligated to pay such additional amounts as a result
of such change or amendment.
The Trustee shall have no obligation with respect to the determination of the redemption price.
SECTION 3.2 Redemption Procedures. If less than all of a series of Notes are to be redeemed, the Notes to be redeemed shall be selected by Euroclear and Clearstream in accordance with their procedures therefor, in the case of Notes
represented by a global Security; provided that such series of Notes shall not be redeemed in principal amounts of €100,000 or less. In the case of Notes represented by
physical securities, a new Note in principal amount equal to the unredeemed portion thereof will be issued in the name of the Holder thereof upon cancellation of the original Note. In the case of Notes represented by a global Security, the
outstanding principal amount of the global Security representing the Notes will be reduced by book-entry. Notes called for redemption become due on the redemption date. On and after the redemption date, interest will cease to accrue on Notes or
portions of them called for redemption (unless the Company defaults in the payment of the redemption price and accrued interest). On or before the redemption date, the Company will deposit with a paying agent (or the Trustee) money sufficient to
pay the redemption price of and accrued interest on such series of Notes to be redeemed on that date.
SECTION 3.3 Notice of Redemption. (a) The Company will deliver, not less than 10 but not more than 60 days prior to the redemption date, a notice of redemption to each Holder of Notes (with copy to the Trustee). At the Company’s
written request delivered to the Trustee at least three Business Days prior to the date a notice of redemption is to be delivered (unless a shorter period shall be acceptable to the Trustee), the Trustee shall deliver such notice of redemption to
the Holders of the Notes on behalf of the Company.
-10-
(b) Notices of
redemption shall be sent electronically or by first class mail (or otherwise in accordance with applicable Euroclear and Clearstream procedures).
(c) Any redemption or
notice of any redemption may, at the Company’s discretion, be subject to one or more conditions precedent, including, but not limited to, completion of an offering or financing, Change of Control or other corporate transaction or event. In
addition, if such redemption or notice is subject to satisfaction of one or more conditions precedent, such notice shall state that, in the Company’s discretion, the redemption date may be delayed until such time as any or all such conditions
shall be satisfied and a new redemption date will be set by the Company in accordance with applicable Euroclear and Clearstream procedures, or such redemption may not occur and such notice may be rescinded in the event that any or all such
conditions shall not have been satisfied by the redemption date, or by the redemption date as so delayed.
(d) Any notice to the
Holders of the Notes of such a redemption must include the appropriate calculation of the redemption price, but need not include the redemption price itself.
ARTICLE IV
CHANGE OF CONTROL
SECTION 4.1 Change of Control. (a) If a Change of Control Triggering Event occurs with respect to a series of Notes, unless the Company has exercised its option to redeem such series of Notes by notifying the Holders of such series
of Notes to such effect, the Company shall be required to make a Change of Control Offer to each Holder of such series of Notes as to which the Change of Control Triggering Event has occurred to repurchase all or any part (equal to €100,000 or an
integral multiple of €1,000 in excess of €100,000) of that Holder’s Notes. In a Change of Control Offer, the Company shall offer payment in cash equal to 101% of the aggregate principal amount of the Notes repurchased, plus accrued and unpaid
interest, if any, on the Notes repurchased to the date of repurchase (a “Change of Control Payment”). Upon the occurrence of a Change of Control Triggering Event, unless all Notes have
been called for redemption, each Holder of such series of Notes shall have the right to require the Company to repurchase all or any part (equal to €100,000 or an integral multiple of €1,000 in excess thereof) of such Holder’s Notes at an offer
price in cash equal to the Change of Control Payment.
(b) Within 30 days following any Change
of Control Triggering Event, or at the Company’s option, prior to any Change of Control, but after public announcement of the transaction that constitutes or may constitute the Change of Control, a notice shall be sent to Holders of such series
of Notes, and a copy of such notice shall be delivered to the Trustee, describing the transaction that constitutes or may constitute the Change of Control Triggering Event and offering to repurchase such series of Notes on the date specified in
the notice, which date shall be no earlier than 30 days and no later than 60 days from the date such notice is sent (a “Change of Control Payment Date”). The notice shall, if sent
prior to the date of consummation of the Change of Control state that the Change of Control Offer is conditioned on the Change of Control Triggering Event with respect to such series of Notes occurring on or prior to the Change of Control
Payment Date. The notice shall state, among other things:
-11-
(i) that
a Change of Control Triggering Event has occurred or will occur, the date of such event, and that such Holder has the right to require the Company to repurchase such Holder’s Notes;
(ii) the
circumstances and relevant facts regarding such Change of Control;
(iii) that
the Change of Control Offer is being made pursuant to this Section 4.1 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment on the Change of Control Payment Date;
(iv) the
Change of Control Payment Date;
(v) the
Change of Control Payment;
(vi) the
name and address of the Paying Agent;
(vii) that
the Notes must be surrendered at least five Business Days prior to the Change of Control Payment Date to the Paying Agent at the office of the Paying Agent, together with the form entitled “Option of Holder to Elect Repayment” which form is
annexed to the Notes;
(viii) that
the Change of Control Payment for any Note which has been properly tendered and not withdrawn will be made promptly following the Change of Control Payment Date;
(ix) that
any Note not tendered will continue to accrue interest; and
(x) that,
unless the Company defaults in making the Change of Control Payment, any Notes accepted for payment pursuant to the Change of Control Offer shall cease to accrue interest after the Change of Control Payment Date.
A Change of Control Offer may be made at the same time as consents are solicited with respect to an amendment, supplement or waiver of the
provisions of this Supplemental Indenture, the Notes and/or the Guarantees; provided that such Change of Control Offer shall not include the delivery of such consents as a
condition precedent.
(c) In order to
accept the Change of Control Offer the Holder must deliver to the Paying Agent, at least five Business Days prior to the Change of Control Payment Date, the Notes, together with the form entitled “Option to Elect Repayment”, which form is
annexed to the Notes, duly completed, setting forth:
(i) the
name of the Holder of the Notes;
(ii) the
principal amount of the Notes;
(iii) the
principal amount of the Notes to be repurchased;
-12-
(iv) the
certificate number or description of the tenor and terms of the Notes;
(v) a
statement that the Holder is accepting the Change of Control Offer; and
(vi) a
guarantee that the Notes together with the form entitled “Option to Elect Repayment Form” duly completed will be received by the Paying Agent at least five Business Days prior to the Change of Control Payment Date.
Any exercise by a Holder of its election to accept the Change of Control Offer shall be irrevocable. The Change of Control Offer may be accepted
for less than the entire principal amount of a series of Notes but in that event the principal amount of the Notes remaining outstanding after repurchase must be equal to €100,000 or an integral
multiple of €1,000 in excess thereof. The Notes which are repurchased only in part (pursuant to the provisions of this Section 4.1) shall be so stated in the applicable “Option to Elect
Repayment Form,” and, with respect to Notes represented by physical securities, the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of the Notes without service charge, a new Note or Notes of the same series and
tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unrepurchased portion of the principal of the Notes.
(d) On each Change
of Control Payment Date, the Company shall, to the extent lawful:
(i) accept for payment all Notes or portions of such Notes properly tendered pursuant to the applicable Change of Control Offer;
(ii) deposit with the Paying Agent an amount equal to the Change of Control Payment in respect of all such Notes or portions of such Notes properly tendered; and
(iii) deliver or cause to be delivered to the Trustee the Notes properly accepted together with an Officer’s Certificate stating the aggregate principal amount of the Notes or portions of the Notes being repurchased and that all conditions
precedent provided for in this Supplemental Indenture to the Change of Control Offer and to the repurchase by the Company of the Notes pursuant to the Change of Control Offer have been met.
(e) The Company
shall not be required to make a Change of Control Offer upon the occurrence of a Change of Control Triggering Event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements of this
Section 4.1 and the third party repurchases all Notes properly tendered and not withdrawn under its offer. In addition, the Company shall not repurchase any Notes if there has occurred and is continuing on the Change of Control Payment Date an
Event of Default under this Supplemental Indenture with respect to such series of Notes, other than a default in the payment of the Change of Control Payment upon a related Change of Control Triggering Event.
(f) The Company shall
comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the Notes as a result of a
related Change of Control Triggering Event. To the extent that the provisions of any such securities laws or regulations conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with those securities laws and
regulations and will not be deemed to have breached its obligations under this Section 4.1 by virtue of any such conflict.
-13-
ARTICLE V
MISCELLANEOUS PROVISIONS
SECTION 5.1 Ratification of Base Indenture. The Base Indenture, as supplemented by this Supplemental Indenture, is in all respects ratified and confirmed, and this Supplemental Indenture shall be deemed part of the Base Indenture in
the manner and to the extent herein and therein provided. In addition to the modifications permitted by clauses (a) through (k) of Section 9.01 of the Base Indenture, the Company, without the consent of any Holders, when authorized by a Board
Resolution, and the Trustee, at any time and from time to time, may enter into one or more indentures supplemental hereto, in form satisfactory to the Trustee, to conform the provisions of this Supplemental Indenture to the “Description of Notes”
section of the Prospectus Supplement.
SECTION 5.2 Trustee Not Responsible for Recitals. The recitals contained herein and in the Notes, except with respect to the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and the Trustee
assumes no responsibility for the correctness of the same. The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture, of the Notes or of the Guarantees. The Trustee shall not be accountable for the use or
application by the Company of the Notes or the proceeds thereof.
SECTION 5.3 Table of Contents, Headings, etc. The table of contents and headings of the Articles and Sections
of this Supplemental Indenture have been inserted for convenience of reference only, are not to be considered a part hereof and shall in no way modify or restrict any of the terms or provisions hereof.
SECTION 5.4 Counterpart Originals. 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. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto. Delivery of such an executed counterpart by electronic transmission (including any
electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., www.docusign.com) shall constitute effective execution and delivery of
this Supplemental Indenture and may be used in lieu of the original signature for all purposes. The words “execution,” “signed,” “signature,” “delivery” and words of like import in or relating to this Supplemental Indenture or any document to be
signed in connection with this Supplemental Indenture shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a
manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means.
SECTION 5.5 Governing Law. THIS SUPPLEMENTAL INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
[Signature Pages Follow]
-14-
IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed all as of the date and year first written above.
| EATON CAPITAL UNLIMITED COMPANY | |||
| By: |
/s/ Nigel Crawford | ||
| Name: Nigel Crawford | |||
| Title: Director | |||
|
COOPER B-LINE, INC.
COOPER BUSSMANN, LLC
COOPER CROUSE-HINDS, LLC
COOPER POWER SYSTEMS, LLC
COOPER WIRING DEVICES, INC.
EATON AEROQUIP LLC
EATON AEROSPACE LLC
EATON ELECTRIC HOLDINGS LLC
EATON FILTRATION LLC
EATON LEASING CORPORATION
WRIGHT LINE LLC
|
|||
| By: | /s/ Lisa Sutton | ||
| Name: Lisa Sutton | |||
| Title: Vice President and Secretary |
[Signature Page to the Fourth Supplemental Indenture]
| EATON CORPORATION | |||
| By: |
/s/ Kirsten M. Park | ||
| Name: Kirsten M. Park | |||
| Title: Senior Vice President - Treasury | |||
| By: |
/s/ Lisa Sutton | ||
| Name: Lisa Sutton | |||
| Title: Vice President and Assistant Secretary | |||
| EATON CORPORATION PLC | |||
| By: | /s/ Nigel Crawford | ||
| Name: Nigel Crawford | |||
| Title: Secretary | |||
| By: | /s/ Kirsten M. Park | ||
| Name: Kirsten M. Park | |||
| Title: Authorized Signatory | |||
|
COOPER INDUSTRIES UNLIMITED COMPANY
EATON DOMHANDA UNLIMITED COMPANY
|
|||
| By: |
/s/ Nigel Crawford | ||
| Name: Nigel Crawford | |||
| Title: Director | |||
[Signature Page to the Fourth Supplemental Indenture]
| TURLOCK B.V. | |||
| By: |
/s/ Albert Coenraad van Beek | ||
| Name: Albert Coenraad van Beek | |||
| Title: Managing Director | |||
| By: | /s/ Robert Zweerus | ||
| Name: Robert Zweerus | |||
| Title: Managing Director | |||
|
EATON CONTROLS (LUXEMBOURG) S.À R.L.
|
|
|
a société à responsabilité limitée, having its
registered office at 12, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B9145
|
|
|
EATON TECHNOLOGIES (LUXEMBOURG) S.À R.L.
|
|
|
a société à responsabilité limitée, having its
registered office at 12, rue Eugène Ruppert, L-2453 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Register of Commerce and Companies under number B172818
|
| By: | /s/ Sabine Huber | ||
| Name: Sabine Huber | |||
| Title: Manager | |||
[Signature Page to the Fourth Supplemental Indenture]
|
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A., as Trustee
|
|||
| By: |
/s/ Terence Rawlins
|
||
| Name: Terence Rawlins | |||
| Title: Vice President | |||
[Signature Page to the Fourth Supplemental Indenture]
Exhibit A
[FORM OF 2034 NOTE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK SA/NV (“EUROCLEAR”) OR CLEARSTREAM BANKING S.A. (“CLEARSTREAM”), TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE COMMON SAFEKEEPER (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE COMMON SAFEKEEPER (AND ANY PAYMENT IS MADE TO THE COMMON SAFEKEEPER OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON SAFEKEEPER), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE COMMON SAFEKEEPER, HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF THE COMMON SAFEKEEPER. TRANSFERS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO A NOMINEE OF THE COMMON SAFEKEEPER OR BY A NOMINEE OF THE COMMON SAFEKEEPER TO THE COMMON SAFEKEEPER OR ANOTHER NOMINEE OF THE COMMON SAFEKEEPER OR, IN EACH CASE, TO ANOTHER SUCCESSOR OF
THE COMMON SAFEKEEPER OR A NOMINEE OF SUCH SUCCESSOR AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO IN THE TERMS OF SECURITIES ATTACHED
HERETO.
EATON CAPITAL UNLIMITED COMPANY
3.550% Notes due 2034
No. [__]
ISIN: XS3309643594
€[__]
Eaton Capital Unlimited Company, an Irish public unlimited company (herein called the “Company”,
which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to [______] (as nominee of the Common Safekeeper), or registered assigns, the principal sum of [__________] (€[____])
on March 10, 2034, and to pay interest thereon from March 10, 2026 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, annually on March 10 of each year, commencing March 10, 2027, at the rate of
3.550% per annum until the principal hereof is paid or made available for payment.
The interest so payable, and duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered in the Security Register at the close of business on the Business Day immediately preceding the Interest Payment Date (any such date a “Regular Record Date”). Any such interest not so duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered in the Security Register at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date.
Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Company
maintained for that purpose in Chicago, Illinois, in euros.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic
signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. In addition, this Security shall not be valid for any purpose until it has been effectuated for or on behalf of the entity
appointed as Common Safekeeper by Euroclear or Clearstream.
[Signature Pages Follow]
A-2
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.
Dated: [____]
| EATON CAPITAL UNLIMITED COMPANY | |||
| By: | |||
| Name: | |||
| Title: | |||
| Attest: | |||
| By: | |||
| Name: | |||
| Title: | |||
A-3
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
| |
THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A.,
as Trustee
|
||||
| |
|||||
| Dated: [_____] | By | ||||
| |
Authorized Signatory
|
||||
| |
|||||
|
EFFECTUATED for and on behalf of
|
|||||
|
Euroclear Bank, SA/NV as common safekeeper
without recourse, warranty or liability
|
|||||
| |
|||||
| By: |
|||||
| (duly authorized) | |||||
A-4
Reverse of Security
EATON CAPITAL UNLIMITED COMPANY
This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”),
issued and to be issued in one or more series under an Indenture, dated as of May 9, 2025 (herein called the “Base Indenture”), among the Company, Eaton Corporation plc, Cooper B-Line,
Inc., Cooper Bussmann, LLC, Cooper Crouse-Hinds, LLC, Cooper Industries Unlimited Company, Cooper Power Systems, LLC, Cooper Wiring Devices, Inc., Eaton Aeroquip LLC, Eaton Aerospace LLC, Eaton Controls (Luxembourg) S.à r.l., Eaton Corporation,
Eaton Domhanda Unlimited Company, Eaton Electric Holdings LLC, Eaton Filtration LLC, Eaton Leasing Corporation, Eaton Technologies (Luxembourg) S.à r.l., Turlock B.V. and Wright Line LLC (together, the “Guarantors”);
and The Bank of New York Mellon Trust Company, N.A., as trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), as supplemented by the Fourth Supplemental Indenture, dated as of March 10, 2026 (the Base
Indenture, as so supplemented, herein called the “Indenture”), among the Company, the Guarantors and the Trustee, and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.
The Securities of this series are subject to redemption upon not less than 10, but not more than 60, days’ notice, at any time, as a whole or in
part, at the election of the Company. If this Security is redeemed by the Company before the 2034 Par Call Date, it will be redeemed in accordance with the terms of the Indenture, at the greater of the following amounts:
| (1) |
(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the 2034 Par Call Date) on
an annual basis (assuming an Actual/Actual (ICMA) day count fraction) at the Comparable Government Bond Rate, plus 15 basis points, less (b) interest accrued to the
date of redemption, and
|
| (2) |
100% of the principal amount of the Notes to be redeemed
|
plus, in either case, accrued and unpaid
interest thereon to the redemption date.
The Trustee shall have no obligation with respect to the determination of the redemption price.
If this Security is redeemed by the Company on or after the 2034 Par Call Date, this Security will be redeemed by the Company at an amount equal to
100% of the principal amount of the Securities to be so redeemed, plus accrued and unpaid interest on such Securities to, but excluding, the redemption date.
Upon the occurrence of a Change of Control Triggering Event, unless all Securities have been called for redemption pursuant to the provision
described above, each Holder of Securities of this series shall have the right to require the Company to repurchase all or any part (equal to €100,000 or an integral multiple of €1,000 in excess thereof) of such Securities at an offer price in cash
equal to the Change of Control Payment.
A-5
In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
The Securities shall have the benefit of the Guarantee of the Guarantors on the terms set forth therein.
The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Security upon compliance with certain conditions set
forth in the Indenture.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may
be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of at least a majority in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all
Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security. The term “Holder” shall include the persons for the time being shown in the records of Euroclear and/or Clearstream, as the holders of a particular principal amount of the applicable series of Notes (in which regard a
certificate or other document issued by Euroclear or Clearstream as to the principal amount of such Notes standing to the account of any person shall be conclusive and binding) for all purposes other than with respect to the payment of principal
and interest on such Notes, the right to which shall be vested as against the Issuer solely in the registered holder of the Global Note in accordance with and subject to its terms. The term “Notes” shall mean units of €1,000 principal amount of
such Notes.
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities
of this series, the Holders of not less than 30% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and
offered the Trustee indemnity satisfactory to the Trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request,
and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment
of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.
A-6
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor,
of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in denominations of €100,000 or an integral multiple of €1,000 in
excess of €100,000. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.
This Security may be exchanged in whole but not in part (free of charge) for definitive registered Securities (“Definitive Notes”) of like tenor in minimum denominations of €100,000 principal amount and integral multiples of €1,000 in excess thereof only upon (i) the occurrence of an Exchange Event or (ii) an event of default with
respect to the Securities will have occurred and be continuing. An “Exchange Event” shall occur if Euroclear or Clearstream notifies the Company that it is unwilling or unable to continue
to act as depositary and a successor depositary is not appointed by the Company within 90 days. The Company will promptly give notice to Holders in accordance with the Indenture upon the occurrence of an Exchange Event. In the event of the
occurrence of any Exchange Event, Euroclear and/or Clearstream or any person acting on their behalf, acting on the instructions of any holder of an interest in this Security, may give written notice to the Security Registrar requesting exchange.
Any exchange shall occur no later than 10 days after the date of receipt of the relevant notice by the Security Registrar. Exchanges will be made upon presentation of this Security at the office of the Security Registrar at 2-4 r. Eugène Ruppert,
2453 Luxemburg, Luxembourg by the holder of it on any day (other than a Saturday or Sunday) on which banks are open for general business in Luxembourg. The aggregate principal amount of Definitive Notes issued upon an exchange of this Security will
be equal to the aggregate principal amount of this Security. On an exchange in whole of this Security, this Security shall be surrendered to the Security Registrar for cancellation. On any exchange or transfer following which either (i) Notes
represented by this Security are no longer to be so represented or (ii) details of the transfer of Notes not so represented shall be entered by the Security Registrar in the Security Register, the principal amount of this Security shall be
increased or reduced (as the case may be) by the principal amount so transferred. Until the exchange of the whole of this Security, the registered holder of this Security shall in all respects (except as otherwise provided in this Security) be
entitled to the same benefits as if such person were the registered holder of the Definitive Notes represented by this Security.
A-7
All notices to the Holders will be valid if mailed to them at their respective address in the register of holders maintained in relation to the
Notes or given in accordance with the procedures of Euroclear and Clearstream.
Ownership of interests in this Security (the “Book-Entry Interests”) are limited to
persons that have accounts (participants) with a Clearing Agency or persons that hold interests through such participants. The Clearing Agencies hold interests in this Security on behalf of their participants through customers’ securities accounts
in their respective names on the books of their respective depositaries. Except under the limited circumstances set forth above, Book-Entry Interests will not be held in definitive certificated form.
In the event this Security (or any portion hereof) is redeemed, Euroclear and/or Clearstream, as applicable, will redeem an equal amount of the
Book-Entry Interests in this Security from the amount received by it in respect of the redemption of this Security. The redemption price payable in connection with the redemption of such Book-Entry Interests will be equal to the amount received by
Euroclear and Clearstream, as applicable, in connection with the redemption of this Security (or any portion hereof).
If fewer than all of the Notes are to be redeemed at any time, Euroclear and Clearstream will credit their respective participants’ accounts on a
proportionate basis (with adjustments to prevent fractions), by either a pool factor or a reduction in principal amount, at their discretion, or on such other basis as they deem fair and appropriate under the existing practices of Euroclear and
Clearstream; provided, however, that no Book-Entry Interest of €100,000 principal amount or less may be redeemed in part.
So long as the Notes are held in global form by the Common Safekeeper, participants must rely on the procedures of Euroclear and/or Clearstream and
indirect participants must rely on the procedures of Euroclear, Clearstream and the participants through which they own Book-Entry Interests, to transfer their interests or to exercise any rights of holders under the Notes and/or the Indenture.
None of the Company, the Guarantors, the Security Registrar, the Trustee or the Paying Agent has any responsibility, nor are they liable, for any
aspect of the records relating to the Book-Entry Interests.
In the event this Security (or any portion hereof) is redeemed, Euroclear and/or Clearstream, as applicable, will redeem an equal amount of the
Book-Entry Interests in this Security from the amount received by it in respect of the redemption of this Security. The redemption price payable in connection with the redemption of such Book-Entry Interests will be equal to the amount received by
Euroclear and Clearstream, as applicable, in connection with the redemption of this Security (or any portion hereof). If fewer than all of the Notes are to be redeemed at any time, Euroclear and Clearstream will credit their respective
participants’ accounts on a proportionate basis (with adjustments to prevent fractions), by either a pool factor or a reduction in principal amount, at their discretion, or on such other basis as they deem fair and appropriate under the existing
practices of Euroclear and Clearstream; provided, however, that no Book-Entry Interest of €100,000
principal amount or less may be redeemed in part.
A-8
This certifies that the person whose name is entered in the Security Register is registered as the Holder of the aggregate nominal amount of
€600,000,000 of the Notes, being all the Notes represented by this Security.
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Security is registered in the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
THIS SECURITY WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
A-9
GUARANTEE
For value received, Eaton Corporation plc, Cooper B-Line, Inc., Cooper Bussmann, LLC, Cooper Crouse-Hinds, LLC, Cooper Industries Unlimited Company,
Cooper Power Systems, LLC, Cooper Wiring Devices, Inc., Eaton Aeroquip LLC, Eaton Aerospace LLC, Eaton Controls (Luxembourg) S.à r.l., Eaton Corporation, Eaton Domhanda Unlimited Company, Eaton Electric Holdings LLC, Eaton Filtration LLC, Eaton
Leasing Corporation, Eaton Technologies (Luxembourg) S.à r.l., Turlock B.V., and Wright Line LLC, (together, the “Guarantors”) hereby fully and unconditionally guarantee the cash payments
in euros of principal of and interest on the Security on which this Guarantee is endorsed in the amounts and at the time when due and interest on the overdue principal and interest, if any, on this Security, if lawful, and the payment of all other
obligations of Eaton Capital Unlimited Company (the “Company”) under the Indenture or the Security, to the Holder of this Security and the Trustee, all in accordance with and subject to
the terms and limitations of this Security, Article 17 of the Base Indenture and this Guarantee. This Guarantee will become effective in accordance with Article 17 of the Base Indenture and its terms shall be evidenced therein. Capitalized terms
used but not defined herein shall have the meanings ascribed to them in the Indenture, dated as of May 9, 2025 (herein called the “Base Indenture”), among the Company, the Guarantors and
The Bank of New York Mellon Trust Company, N.A., as trustee, as amended or supplemented (as so amended or supplemented, the “Indenture”).
The obligations of the undersigned to the Holder of this Security and to the Trustee pursuant to the Guarantee and the Indenture are expressly set
forth in Article 17 of the Base Indenture and reference is hereby made to the Indenture for the precise terms and limitations of the Guarantee and all of the other provisions of the Indenture to which this Guarantee relates. Each Holder of the
Security to which this Guarantee is endorsed, by accepting such Security, agrees to and shall be bound by such provisions. The Guarantors will be deemed released from all of their obligations under the Indenture and this Guarantee, and this
Guarantee will terminate, without any action required on the part of the Trustee or any Holder of the Securities, upon the terms and conditions as provided in Section 17.12 of the Indenture.
This Guarantee shall be an unsecured and unsubordinated obligation of the Guarantors and rank equally with other unsecured and unsubordinated
indebtedness of the Guarantors that is currently outstanding or that they may issue in the future.
This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Guarantee is
endorsed shall have been executed by the Trustee under the Indenture by manual or electronic signature.
THIS GUARANTEE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
This Guarantee is subject to release upon the terms set forth in the Indenture.
A-10
IN WITNESS WHEREOF this instrument has been duly executed in the name of the Guarantors.
|
COOPER B-LINE, INC.
COOPER BUSSMANN, LLC
COOPER CROUSE-HINDS, LLC
COOPER POWER SYSTEMS, LLC
COOPER WIRING DEVICES, INC.
EATON AEROQUIP LLC
EATON AEROSPACE LLC
EATON ELECTRIC HOLDINGS LLC
EATON FILTRATION LLC
EATON LEASING CORPORATION
WRIGHT LINE LLC
|
|||
| By: |
/s/ Lisa Sutton | ||
| Name: Lisa Sutton | |||
| Title: Vice President and Secretary | |||
|
EATON CORPORATION
|
|||
| By: | /s/ Kirsten M. Park | ||
| Name: Kirsten M. Park | |||
| Title: Senior Vice President - Treasury | |||
| By: | /s/ Lisa Sutton | ||
| Name: Lisa Sutton | |||
| Title: Vice President and Assistant Secretary | |||
A-11
| EATON CORPORATION PLC | |||
| By: |
/s/ Nigel Crawford | ||
| Name: Nigel Crawford | |||
| Title: Secretary | |||
| By: | /s/ Kirsten M. Park | ||
| Name: Kirsten M. Park | |||
| Title: Authorized Signatory | |||
|
COOPER INDUSTRIES UNLIMITED COMPANY
EATON DOMHANDA UNLIMITED COMPANY
|
|||
| By: |
/s/ Nigel Crawford | ||
| Name: Nigel Crawford | |||
| Title: Director | |||
| TURLOCK B.V. | |||
| By: | /s/ Albert Coenraad van Beek | ||
| Name: Albert Coenraad van Beek | |||
| Title: Managing Director | |||
| By: | /s/ Robert Zweerus | ||
| Name: Robert Zweerus | |||
| Title: Managing Director | |||
A-12
|
EATON CONTROLS (LUXEMBOURG) S.À R.L.
EATON TECHNOLOGIES (LUXEMBOURG) S.À R.L.
|
|||
| By: | /s/ Sabine Huber | ||
| Name: Sabine Huber | |||
| Title: Manager | |||
A-13
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Security purchased by the Company pursuant to the Company’s offer upon a Change of Control Triggering Event in
accordance with the Indenture, check the box: ☐
If you want to elect to have only part of this Note purchased by the Company pursuant to the Indenture, state the amount in principal amount (must
be denominations of €100,000 or an integral multiple of €1,000 in excess of €100,000): €________.
|
Date:
|
Your Signature: | |||
|
|
(Sign exactly as your name appears on the other side of the Note) | |||
| Signature Guarantee: | ||
| (Signature must be guaranteed) |
The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an
approved signature guarantee medallion program), pursuant to SEC Rule 17Ad-15.
A-14
Exhibit B
[FORM OF 2038 NOTE]
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF EUROCLEAR BANK SA/NV (“EUROCLEAR”) OR CLEARSTREAM BANKING S.A. (“CLEARSTREAM”), TO THE COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF THE COMMON SAFEKEEPER (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF THE COMMON SAFEKEEPER (AND ANY PAYMENT IS MADE TO THE COMMON SAFEKEEPER OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON SAFEKEEPER), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE COMMON SAFEKEEPER, HAS AN INTEREST HEREIN.
THIS CERTIFICATE IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE AND IS REGISTERED IN THE NAME OF THE COMMON SAFEKEEPER. TRANSFERS OF THIS GLOBAL SECURITY
SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO A NOMINEE OF THE COMMON SAFEKEEPER OR BY A NOMINEE OF THE COMMON SAFEKEEPER TO THE COMMON SAFEKEEPER OR ANOTHER NOMINEE OF THE COMMON SAFEKEEPER OR, IN EACH CASE, TO ANOTHER SUCCESSOR OF
THE COMMON SAFEKEEPER OR A NOMINEE OF SUCH SUCCESSOR AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO IN THE TERMS OF SECURITIES ATTACHED
HERETO.
EATON CAPITAL UNLIMITED COMPANY
4.000% Notes due 2038
No. [__]
ISIN: XS3309644568
€[__]
Eaton Capital Unlimited Company, an Irish public unlimited company (herein called the “Company”,
which term includes any successor Person under the Indenture hereinafter referred to), for value received, hereby promises to pay to [______] (as nominee of the Common Safekeeper), or registered assigns, the principal sum of [__________] (€[____])
on March 10, 2038, and to pay interest thereon from March 10, 2026 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, annually on March 10 of each year, commencing March 10, 2027, at the rate of
4.000% per annum until the principal hereof is paid or made available for payment.
The interest so payable, and duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Security (or one or more Predecessor Securities) is registered in the Security Register at the close of business on the Business Day immediately preceding the Interest Payment Date (any such date a “Regular Record Date”). Any such interest not so duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered in the Security Register at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this
series not less than 10 days prior to such Special Record Date.
Payment of the principal of (and premium, if any) and any such interest on this Security will be made at the office or agency of the Company
maintained for that purpose in Chicago, Illinois, in euros.
Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual or electronic
signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. In addition, this Security shall not be valid for any purpose until it has been effectuated for or on behalf of the entity
appointed as Common Safekeeper by Euroclear or Clearstream.
[Signature Pages Follow]
B-2
IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal.
Dated: [____]
| EATON CAPITAL UNLIMITED COMPANY | |||
| By: | |||
| Name: | |||
| Title: | |||
| Attest: | |||
| By: | |||
| Name: | |||
| Title: | |||
B-3
TRUSTEE’S CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.
| |
THE BANK OF NEW YORK
MELLON TRUST COMPANY, N.A.,
as Trustee
|
||||
| |
|||||
| Dated: [_____] | By | ||||
| |
Authorized Signatory
|
||||
| |
|||||
|
EFFECTUATED for and on behalf of
|
|||||
|
Euroclear Bank, SA/NV as common safekeeper
without recourse, warranty or liability
|
|||||
| |
|||||
| By: |
|||||
| (duly authorized) | |||||
B-4
Reverse of Security
EATON CAPITAL UNLIMITED COMPANY
This Security is one of a duly authorized issue of securities of the Company (herein called the “Securities”),
issued and to be issued in one or more series under an Indenture, dated as of May 9, 2025 (herein called the “Base Indenture”), among the Company, Eaton Corporation plc, Cooper B-Line,
Inc., Cooper Bussmann, LLC, Cooper Crouse-Hinds, LLC, Cooper Industries Unlimited Company, Cooper Power Systems, LLC, Cooper Wiring Devices, Inc., Eaton Aeroquip LLC, Eaton Aerospace LLC, Eaton Controls (Luxembourg) S.à r.l., Eaton Corporation,
Eaton Domhanda Unlimited Company, Eaton Electric Holdings LLC, Eaton Filtration LLC, Eaton Leasing Corporation, Eaton Technologies (Luxembourg) S.à r.l., Turlock B.V. and Wright Line LLC (together, the “Guarantors”);
and The Bank of New York Mellon Trust Company, N.A., as trustee (herein called the “Trustee”, which term includes any successor trustee under the Indenture), as supplemented by the Fourth Supplemental Indenture, dated as of March 10, 2026 (the Base
Indenture, as so supplemented, herein called the “Indenture”), among the Company, the Guarantors and the Trustee, and reference is hereby made to the Indenture for a statement of the
respective rights, limitations of rights, duties and immunities thereunder of the Company, the Guarantors, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered.
The Securities of this series are subject to redemption upon not less than 10, but not more than 60, days’ notice, at any time, as a whole or in
part, at the election of the Company. If this Security is redeemed by the Company before the 2038 Par Call Date, it will be redeemed in accordance with the terms of the Indenture, at the greater of the following amounts:
| (1) |
(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the 2038 Par Call Date) on
an annual basis (assuming an Actual/Actual (ICMA) day count fraction) at the Comparable Government Bond Rate, plus 20 basis points, less (b) interest accrued to the
date of redemption, and
|
| (2) |
100% of the principal amount of the Notes to be redeemed
|
plus, in either case, accrued and unpaid
interest thereon to the redemption date.
The Trustee shall have no obligation with respect to the determination of the redemption price.
If this Security is redeemed by the Company on or after the 2038 Par Call Date, this Security will be redeemed by the Company at an amount equal to
100% of the principal amount of the Securities to be so redeemed, plus accrued and unpaid interest on such Securities to, but excluding, the redemption date.
Upon the occurrence of a Change of Control Triggering Event, unless all Securities have been called for redemption pursuant to the provision
described above, each Holder of Securities of this series shall have the right to require the Company to repurchase all or any part (equal to €100,000 or an integral multiple of €1,000 in excess thereof) of such Securities at an offer price in cash
equal to the Change of Control Payment.
B-5
In the event of redemption of this Security in part only, a new Security or Securities of this series and of like tenor for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the cancellation hereof.
The Securities shall have the benefit of the Guarantee of the Guarantors on the terms set forth therein.
The Indenture contains provisions for defeasance at any time of the entire indebtedness of the Security upon compliance with certain conditions set
forth in the Indenture.
If an Event of Default with respect to Securities of this series shall occur and be continuing, the principal of the Securities of this series may
be declared due and payable in the manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of at least a majority in principal amount of the Securities at the time
Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all
Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be
conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is
made upon this Security. The term “Holder” shall include the persons for the time being shown in the records of Euroclear and/or Clearstream, as the holders of a particular principal amount of the applicable series of Notes (in which regard a
certificate or other document issued by Euroclear or Clearstream as to the principal amount of such Notes standing to the account of any person shall be conclusive and binding) for all purposes other than with respect to the payment of principal
and interest on such Notes, the right to which shall be vested as against the Issuer solely in the registered holder of the Global Note in accordance with and subject to its terms. The term “Notes” shall mean units of €1,000 principal amount of
such Notes.
As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities
of this series, the Holders of not less than 30% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and
offered the Trustee indemnity satisfactory to the Trustee, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request,
and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment
of principal hereof or any premium or interest hereon on or after the respective due dates expressed herein.
B-6
No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of and any premium and interest on this Security at the times, place and rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of and any premium and interest on this Security are payable, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series and of like tenor,
of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered form without coupons in denominations of €100,000 or an integral multiple of €1,000 in
excess of €100,000. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series and of like tenor of a different
authorized denomination, as requested by the Holder surrendering the same.
This Security may be exchanged in whole but not in part (free of charge) for definitive registered Securities (“Definitive Notes”) of like tenor in minimum denominations of €100,000 principal amount and integral multiples of €1,000 in excess thereof only upon (i) the occurrence of an Exchange Event or (ii) an event of default with
respect to the Securities will have occurred and be continuing. An “Exchange Event” shall occur if Euroclear or Clearstream notifies the Company that it is unwilling or unable to continue
to act as depositary and a successor depositary is not appointed by the Company within 90 days. The Company will promptly give notice to Holders in accordance with the Indenture upon the occurrence of an Exchange Event. In the event of the
occurrence of any Exchange Event, Euroclear and/or Clearstream or any person acting on their behalf, acting on the instructions of any holder of an interest in this Security, may give written notice to the Security Registrar requesting exchange.
Any exchange shall occur no later than 10 days after the date of receipt of the relevant notice by the Security Registrar. Exchanges will be made upon presentation of this Security at the office of the Security Registrar at 2-4 r. Eugène Ruppert,
2453 Luxemburg, Luxembourg by the holder of it on any day (other than a Saturday or Sunday) on which banks are open for general business in Luxembourg. The aggregate principal amount of Definitive Notes issued upon an exchange of this Security will
be equal to the aggregate principal amount of this Security. On an exchange in whole of this Security, this Security shall be surrendered to the Security Registrar for cancellation. On any exchange or transfer following which either (i) Notes
represented by this Security are no longer to be so represented or (ii) details of the transfer of Notes not so represented shall be entered by the Security Registrar in the Security Register, the principal amount of this Security shall be
increased or reduced (as the case may be) by the principal amount so transferred. Until the exchange of the whole of this Security, the registered holder of this Security shall in all respects (except as otherwise provided in this Security) be
entitled to the same benefits as if such person were the registered holder of the Definitive Notes represented by this Security.
B-7
All notices to the Holders will be valid if mailed to them at their respective address in the register of holders maintained in relation to the
Notes or given in accordance with the procedures of Euroclear and Clearstream.
Ownership of interests in this Security (the “Book-Entry Interests”) are limited to
persons that have accounts (participants) with a Clearing Agency or persons that hold interests through such participants. The Clearing Agencies hold interests in this Security on behalf of their participants through customers’ securities accounts
in their respective names on the books of their respective depositaries. Except under the limited circumstances set forth above, Book-Entry Interests will not be held in definitive certificated form.
In the event this Security (or any portion hereof) is redeemed, Euroclear and/or Clearstream, as applicable, will redeem an equal amount of the
Book-Entry Interests in this Security from the amount received by it in respect of the redemption of this Security. The redemption price payable in connection with the redemption of such Book-Entry Interests will be equal to the amount received by
Euroclear and Clearstream, as applicable, in connection with the redemption of this Security (or any portion hereof).
If fewer than all of the Notes are to be redeemed at any time, Euroclear and Clearstream will credit their respective participants’ accounts on a
proportionate basis (with adjustments to prevent fractions), by either a pool factor or a reduction in principal amount, at their discretion, or on such other basis as they deem fair and appropriate under the existing practices of Euroclear and
Clearstream; provided, however, that no Book-Entry Interest of €100,000 principal amount or less may be redeemed in part.
So long as the Notes are held in global form by the Common Safekeeper, participants must rely on the procedures of Euroclear and/or Clearstream and
indirect participants must rely on the procedures of Euroclear, Clearstream and the participants through which they own Book-Entry Interests, to transfer their interests or to exercise any rights of holders under the Notes and/or the Indenture.
None of the Company, the Guarantors, the Security Registrar, the Trustee or the Paying Agent has any responsibility, nor are they liable, for any
aspect of the records relating to the Book-Entry Interests.
In the event this Security (or any portion hereof) is redeemed, Euroclear and/or Clearstream, as applicable, will redeem an equal amount of the
Book-Entry Interests in this Security from the amount received by it in respect of the redemption of this Security. The redemption price payable in connection with the redemption of such Book-Entry Interests will be equal to the amount received by
Euroclear and Clearstream, as applicable, in connection with the redemption of this Security (or any portion hereof). If fewer than all of the Notes are to be redeemed at any time, Euroclear and Clearstream will credit their respective
participants’ accounts on a proportionate basis (with adjustments to prevent fractions), by either a pool factor or a reduction in principal amount, at their discretion, or on such other basis as they deem fair and appropriate under the existing
practices of Euroclear and Clearstream; provided, however, that no Book-Entry Interest of €100,000
principal amount or less may be redeemed in part.
B-8
This certifies that the person whose name is entered in the Security Register is registered as the Holder of the aggregate nominal amount of
€600,000,000 of the Notes, being all the Notes represented by this Security.
No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Security is registered in the Security Register as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice
to the contrary.
All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.
THIS SECURITY WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
B-9
GUARANTEE
For value received, Eaton Corporation plc, Cooper B-Line, Inc., Cooper Bussmann, LLC, Cooper Crouse-Hinds, LLC, Cooper Industries Unlimited Company,
Cooper Power Systems, LLC, Cooper Wiring Devices, Inc., Eaton Aeroquip LLC, Eaton Aerospace LLC, Eaton Controls (Luxembourg) S.à r.l., Eaton Corporation, Eaton Domhanda Unlimited Company, Eaton Electric Holdings LLC, Eaton Filtration LLC, Eaton
Leasing Corporation, Eaton Technologies (Luxembourg) S.à r.l., Turlock B.V., and Wright Line LLC, (together, the “Guarantors”) hereby fully and unconditionally guarantee the cash payments
in euros of principal of and interest on the Security on which this Guarantee is endorsed in the amounts and at the time when due and interest on the overdue principal and interest, if any, on this Security, if lawful, and the payment of all other
obligations of Eaton Capital Unlimited Company (the “Company”) under the Indenture or the Security, to the Holder of this Security and the Trustee, all in accordance with and subject to
the terms and limitations of this Security, Article 17 of the Base Indenture and this Guarantee. This Guarantee will become effective in accordance with Article 17 of the Base Indenture and its terms shall be evidenced therein. Capitalized terms
used but not defined herein shall have the meanings ascribed to them in the Indenture, dated as of May 9, 2025 (herein called the “Base Indenture”), among the Company, the Guarantors and
The Bank of New York Mellon Trust Company, N.A., as trustee, as amended or supplemented (as so amended or supplemented, the “Indenture”).
The obligations of the undersigned to the Holder of this Security and to the Trustee pursuant to the Guarantee and the Indenture are expressly set
forth in Article 17 of the Base Indenture and reference is hereby made to the Indenture for the precise terms and limitations of the Guarantee and all of the other provisions of the Indenture to which this Guarantee relates. Each Holder of the
Security to which this Guarantee is endorsed, by accepting such Security, agrees to and shall be bound by such provisions. The Guarantors will be deemed released from all of their obligations under the Indenture and this Guarantee, and this
Guarantee will terminate, without any action required on the part of the Trustee or any Holder of the Securities, upon the terms and conditions as provided in Section 17.12 of the Indenture.
This Guarantee shall be an unsecured and unsubordinated obligation of the Guarantors and rank equally with other unsecured and unsubordinated
indebtedness of the Guarantors that is currently outstanding or that they may issue in the future.
This Guarantee shall not be valid or obligatory for any purpose until the certificate of authentication on the Security upon which this Guarantee is
endorsed shall have been executed by the Trustee under the Indenture by manual or electronic signature.
THIS GUARANTEE WILL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
This Guarantee is subject to release upon the terms set forth in the Indenture.
B-10
IN WITNESS WHEREOF this instrument has been duly executed in the name of the Guarantors.
|
COOPER B-LINE, INC.
COOPER BUSSMANN, LLC
COOPER CROUSE-HINDS, LLC
COOPER POWER SYSTEMS, LLC
COOPER WIRING DEVICES, INC.
EATON AEROQUIP LLC
EATON AEROSPACE LLC
EATON ELECTRIC HOLDINGS LLC
EATON FILTRATION LLC
EATON LEASING CORPORATION
WRIGHT LINE LLC
|
|||
| By: |
/s/ Lisa Sutton | ||
| Name: Lisa Sutton | |||
| Title: Vice President and Secretary | |||
|
EATON CORPORATION
|
|||
| By: | /s/ Kirsten M. Park | ||
| Name: Kirsten M. Park | |||
| Title: Senior Vice President - Treasury | |||
| By: | /s/ Lisa Sutton | ||
| Name: Lisa Sutton | |||
| Title: Vice President and Assistant Secretary | |||
B-11
| EATON CORPORATION PLC | |||
| By: |
/s/ Nigel Crawford | ||
| Name: Nigel Crawford | |||
| Title: Secretary | |||
| By: | /s/ Kirsten M. Park | ||
| Name: Kirsten M. Park | |||
| Title: Authorized Signatory | |||
|
COOPER INDUSTRIES UNLIMITED COMPANY
EATON DOMHANDA UNLIMITED COMPANY
|
|||
| By: |
/s/ Nigel Crawford | ||
| Name: Nigel Crawford | |||
| Title: Director | |||
| TURLOCK B.V. | |||
| By: | /s/ Albert Coenraad van Beek | ||
| Name: Albert Coenraad van Beek | |||
| Title: Managing Director | |||
| By: | /s/ Robert Zweerus | ||
| Name: Robert Zweerus | |||
| Title: Managing Director | |||
B-12
|
EATON CONTROLS (LUXEMBOURG) S.À R.L.
EATON TECHNOLOGIES (LUXEMBOURG) S.À R.L.
|
|||
| By: | /s/ Sabine Huber | ||
| Name: Sabine Huber | |||
| Title: Manager | |||
B-13
OPTION OF HOLDER TO ELECT PURCHASE
If you want to elect to have this Security purchased by the Company pursuant to the Company’s offer upon a Change of Control Triggering Event in
accordance with the Indenture, check the box: ☐
If you want to elect to have only part of this Note purchased by the Company pursuant to the Indenture, state the amount in principal amount (must
be denominations of €100,000 or an integral multiple of €1,000 in excess of €100,000): €________.
|
Date:
|
Your Signature: | |||
|
|
(Sign exactly as your name appears on the other side of the Note) | |||
| Signature Guarantee: | ||
| (Signature must be guaranteed) |
The signature(s) should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an
approved signature guarantee medallion program), pursuant to SEC Rule 17Ad-15.
B-14
Exhibit C
New Safekeeping Structure Duties
For so long as the Notes are, or are to be, represented by global Securities, the Company and the Security Registrar will comply with the following provisions:
| 1. |
Initial issue outstanding amount: The Security Registrar
will inform each of the Clearing Agencies, through the common service provider appointed by the Clearing Agencies to service the Notes (the “Common Service Provider”),
of the initial issue outstanding amount (the “IOA”) for the Notes on or prior to the relevant issue date.
|
| 2. |
Mark up or mark down: If any event occurs that requires a
mark up or mark down of the records which a Clearing Agency holds for its customers to reflect such customers’ interest in the Notes, the Security Registrar will (to the extent known to it) promptly provide details of the amount of such
mark up or mark down, together with a description of the event that requires it, to the Clearing Agencies (through the Common Service Provider) to ensure that the IOA of the Notes, as reflected in the records of Euroclear and Clearstream
remains at all times accurate.
|
| 3. |
Reconciliation of records: The Security Registrar will at
least once every month reconcile its record of the IOA of the Notes with information received from the Clearing Agencies (through the Common Service Provider) with respect to the IOA maintained by the Clearing Agencies for the Notes and
will promptly inform the Clearing Agencies (through the Common Service Provider) of any discrepancies.
|
| 4. |
Resolution of discrepancies: The Security Registrar will
promptly assist the Clearing Agencies (through the Common Service Provider) in resolving any discrepancy identified in the records reflecting the IOA of the Notes.
|
| 5. |
Details of payments: The Security Registrar will promptly
provide the Clearing Agencies (through the Common Service Provider) details of all amounts paid by the Paying Agent under the Notes (or, where the Notes provide for delivery of assets other than cash, of the assets so delivered).
|
| 6. |
Notices to Holders: The Trustee will (to the extent known
to it) promptly provide to the Clearing Agencies (through the Common Service Provider) copies of all information that is given to the holders of the Notes.
|
| 7. |
Communications from Clearing Agencies: The Security
Registrar will promptly pass on to the Company all communications it receives from the Clearing Agencies directly or through the Common Service Provider relating to the Notes.
|
| 8. |
Default: The Trustee will (to the extent known to it, as
determined in accordance with the Indenture) promptly notify the Clearing Agencies (through the Common Service Provider) of any failure by the Company to make any payment or delivery due under the Notes when due.
|
C-1
Exhibit 5.1
EATON CORPORATION
1000 Eaton Blvd.
Cleveland, Ohio 44122
The United States
March 6, 2026
Boards of Directors or Managers
of the Obligors (as defined below)
Ladies and Gentlemen:
As Counsel, Vice President and Assistant Secretary of Eaton Corporation, an Ohio corporation, and Vice President and Secretary of Eaton Aeroquip LLC, an Ohio limited liability company, and Eaton
Leasing Corporation, an Ohio corporation (together, the “Opinion Parties”), I, or attorneys who I supervise, have acted and am furnishing this opinion in connection with the preparation and filing under the
Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) of (i) a registration statement on Form S-3ASR
(File No. 333-281174) on August 1, 2024 (the “Registration Statement”), (ii) a Prospectus, dated August 1, 2024, forming part of the Registration Statement (the “Base Prospectus”),
and (iii) a prospectus supplement, dated March 4, 2026, filed pursuant to Rule 424(b) under the Securities Act (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) relating to the issuance and sale by Eaton Corporation, an Ohio corporation (the “Issuer”), of $1,500,000,000 in aggregate principal amount of the Issuer’s 3.850% Notes due 2028
(the “2028 Notes”), $1,500,000,000 in aggregate principal amount of the Issuer’s 3.950% Notes due 2029 (the “2029 Notes”), $1,500,000,000 in aggregate principal amount of
the Issuer’s 4.200% Notes due 2031 (the “2031 Notes”), $1,000,000,000 in aggregate principal amount of the Issuer’s 4.500% Notes due 2033 (the “2033 Notes”),
$2,000,000,000 in aggregate principal amount of the Issuer’s 4.800% Notes due 2036 (the “2036 Notes”), and $1,000,000,000 in aggregate principal amount of the Issuer’s 5.450% Notes due 2056 (the “2056 Notes” and, collectively with the 2028 Notes, the 2029 Notes, the 2031 Notes, the 2033 Notes, and the 2036 Notes, the “Notes”) and the guarantees of the Notes (the “Guarantees”) by the guarantors party thereto. The Notes are being issued pursuant to an indenture, dated as of May 9, 2025 (the “Base Indenture”), among the Issuer, the
guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the third supplemental indenture, dated as of the date hereof, among the Issuer, the
guarantors party thereto and the Trustee (the Base Indenture, as so supplemented, the “Indenture”). In connection with the issuance and sale of the Notes, the Issuer, the guarantors party thereto and Barclays
Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”),
entered into an Underwriting Agreement, dated March 4, 2026 (the “Underwriting Agreement”), attached to the Terms Agreement, dated March 4, 2026 (together with the Underwriting Agreement, the “Terms Agreement”).
I have examined such corporate records of the Opinion Parties and such other documents and certificates as I have deemed necessary as a basis for the opinions hereinafter expressed. Based on the
foregoing and subject to the qualifications, assumptions and limitations stated herein, having regard for such legal considerations as I have deemed relevant, I am of the opinion that, under the laws of the state of Ohio:
| 1. |
Each Opinion Party is a corporation or limited liability company, as applicable, duly incorporated or formed, as applicable, validly existing and in good standing under the laws of Ohio and has all requisite corporate or limited
liability company power, as applicable, to execute and deliver, and to perform its obligations under, the Indenture, the Notes and the Guarantees (collectively, the “Transaction Documents”) to which
it is a party.
|
| 2. |
The Indenture has been duly authorized, executed and delivered by each Opinion Party.
|
| 3. |
The Guarantees have been duly authorized, executed and delivered by each Opinion Party.
|
I am a member of the Bar of the State of Ohio and do not purport to be an expert on, or to express any opinion herein concerning, any laws other than the laws of the State of Ohio and the federal
laws of the United States. Accordingly, I do not express any opinion as to the laws of any other jurisdiction. The opinions expressed above are limited to the matters stated in this opinion letter, and no opinion is implied or may be inferred
beyond those expressly stated in this opinion letter.
The opinions are subject to (i) applicable bankruptcy, insolvency, receivership, conservatorship, liquidation, reorganization, moratorium, fraudulent transfer and other laws affecting the
enforcement of creditors’ rights generally and (ii) the application of general principles of equity (whether applied by a court in equity or at law), including, without limitation, (x) the possible unavailability of specific performance, injunctive
relief or any other equitable remedy and (y) concepts of materiality, mutuality, reasonableness, good faith and fair dealing in the performance and enforcement of contracts.
In making my examination of documents executed by parties other than the Opinion Parties, I have assumed (i) that such parties had the power, corporate or other, and authority to enter into and
perform all their obligations thereunder, (ii) the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity, binding and enforceable effect thereof in accordance
with their respective terms and (iii) that the Trustee is in compliance, generally and with respect to acting as trustee under the Indenture, with all applicable laws and regulations.
The opinions expressed above are as of the date hereof only, and I express no opinion as to, and assume no responsibility for, the effect of any fact or circumstance occurring, or of which I learn,
subsequent to the date of this opinion letter, including, without limitation, legislative and other changes in the law or changes in circumstances affecting any party. I assume no responsibility to update this opinion letter for, or to advise you
of, any such facts or circumstances of which we become aware, regardless of whether or not they affect the opinions expressed in this opinion letter.
I hereby consent to the use of this opinion as an exhibit to the Form 8-K that shall be incorporated by reference into the Registration Statement and to the use of my name under the heading “Legal
Opinions” in the Prospectus. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated
thereunder, nor do I thereby admit that I am an expert with respect to any part of the Registration Statement or the Prospectus within the meaning of the term “expert” as used in the Securities Act or the rules and regulations of the Commission
promulgated thereunder. The opinions set forth in this letter are effective as of the date hereof, and I express no opinion as to, and assume no responsibility for, the effect of any fact or circumstance occurring, or of which I learn, subsequent
to the date of this opinion.
Very truly yours,
/s/ Lisa Sutton
Lisa Sutton, Vice President and Assistant Secretary of Eaton Corporation and Vice President and Secretary of Eaton Aeroquip LLC and Eaton Leasing Corporation
2
Exhibit 5.2
EATON CORPORATION
1000 Eaton Blvd.
Cleveland, Ohio 44122
The United States
March 10, 2026
Boards of Directors or Managers
of the Obligors (as defined below)
Ladies and Gentlemen:
As Counsel, Vice President and Assistant Secretary of Eaton Corporation, an Ohio corporation, and Vice President and Secretary of Eaton Aeroquip LLC, an Ohio limited liability company, and Eaton
Leasing Corporation, an Ohio corporation (together, the “Opinion Parties”), I, or attorneys who I supervise, have acted and am furnishing this opinion in connection with the preparation and filing under the
Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) of (i) a registration statement on Form S-3ASR
(File No. 333-281174) on August 1, 2024 (the “Registration Statement”), (ii) a Prospectus, dated August 1, 2024, forming part of the Registration Statement (the “Base
Prospectus”), and (iii) a prospectus supplement, dated March 5, 2026, filed pursuant to Rule 424(b) under the Securities Act (the “Prospectus Supplement” and, together with the Base Prospectus, the “Prospectus”) relating to the issuance and sale by Eaton Capital Unlimited Company, an Irish public unlimited company (the “Issuer”) of €600,000,000 in aggregate principal
amount of the Issuer’s 3.550% Notes due 2034 (the “2034 Notes”), and €600,000,000 in aggregate principal amount of the Issuer’s 4.000% Notes due 2038 (the “2038 Notes”,
and together with the 2034 Notes, the “Notes”) and the guarantees of the Notes (the “Guarantees”) by the guarantors party thereto. The Notes are being issued pursuant
to an indenture, dated as of May 9, 2025 (the “Base Indenture”), among the Issuer, the guarantors party thereto and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the fourth supplemental indenture, dated as of the date hereof, among the Issuer, the guarantors party thereto and the Trustee (the Base Indenture, as so supplemented, the “Indenture”). In connection with the issuance and sale of the Notes, the Issuer, the guarantors party thereto and Barclays Bank PLC, BofA Securities Europe SA, Citigroup Global Markets Limited, J.P. Morgan Securities plc and Morgan
Stanley & Co. International plc, as representatives of the several underwriters named therein (collectively, the “Underwriters”), entered into an Underwriting Agreement, dated March 5, 2026 (the “Underwriting Agreement”), attached to the Terms Agreement, dated March 5, 2026 (together with the Underwriting Agreement, the “Terms Agreement”).
I have examined such corporate records of the Opinion Parties and such other documents and certificates as I have deemed necessary as a basis for the opinions hereinafter expressed. Based on the
foregoing and subject to the qualifications, assumptions and limitations stated herein, having regard for such legal considerations as I have deemed relevant, I am of the opinion that, under the laws of the state of Ohio:
| 1. |
Each Opinion Party is a corporation or limited liability company, as applicable, duly incorporated or formed, as applicable, validly existing and in good standing under the laws of Ohio and has all requisite corporate or limited
liability company power, as applicable, to execute and deliver, and to perform its obligations under, the Indenture, the Notes and the Guarantees (collectively, the “Transaction Documents”) to which
it is a party.
|
| 2. |
The Indenture has been duly authorized, executed and delivered by each Opinion Party.
|
| 3. |
The Guarantees have been duly authorized, executed and delivered by each Opinion Party.
|
I am a member of the Bar of the State of Ohio and do not purport to be an expert on, or to express any opinion herein concerning, any laws other than the laws of the State of Ohio and the federal
laws of the United States. Accordingly, I do not express any opinion as to the laws of any other jurisdiction. The opinions expressed above are limited to the matters stated in this opinion letter, and no opinion is implied or may be inferred
beyond those expressly stated in this opinion letter.
The opinions are subject to (i) applicable bankruptcy, insolvency, receivership, conservatorship, liquidation, reorganization, moratorium, fraudulent transfer and other laws affecting the
enforcement of creditors’ rights generally and (ii) the application of general principles of equity (whether applied by a court in equity or at law), including, without limitation, (x) the possible unavailability of specific performance,
injunctive relief or any other equitable remedy and (y) concepts of materiality, mutuality, reasonableness, good faith and fair dealing in the performance and enforcement of contracts.
In making my examination of documents executed by parties other than the Opinion Parties, I have assumed (i) that such parties had the power, corporate or other, and authority to enter into and
perform all their obligations thereunder, (ii) the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity, binding and enforceable effect thereof in accordance
with their respective terms and (iii) that the Trustee is in compliance, generally and with respect to acting as trustee under the Indenture, with all applicable laws and regulations.
The opinions expressed above are as of the date hereof only, and I express no opinion as to, and assume no responsibility for, the effect of any fact or circumstance occurring, or of which I
learn, subsequent to the date of this opinion letter, including, without limitation, legislative and other changes in the law or changes in circumstances affecting any party. I assume no responsibility to update this opinion letter for, or to
advise you of, any such facts or circumstances of which we become aware, regardless of whether or not they affect the opinions expressed in this opinion letter.
I hereby consent to the use of this opinion as an exhibit to the Form 8-K that shall be incorporated by reference into the Registration Statement and to the use of my name under the heading
“Legal Opinions” in the Prospectus. In giving this consent, I do not thereby admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated
thereunder, nor do I thereby admit that I am an expert with respect to any part of the Registration Statement or the Prospectus within the meaning of the term “expert” as used in the Securities Act or the rules and regulations of the Commission
promulgated thereunder. The opinions set forth in this letter are effective as of the date hereof, and I express no opinion as to, and assume no responsibility for, the effect of any fact or circumstance occurring, or of which I learn, subsequent
to the date of this opinion.
Very truly yours,
/s/ Lisa Sutton
Lisa Sutton, Vice President and Assistant Secretary of Eaton Corporation and Vice President and Secretary of Eaton Aeroquip LLC and Eaton Leasing Corporation
2
Exhibit 5.3
|
6 March 2026
|
Eaton Corporation plc
Eaton Capital Unlimited Company
Cooper Industries Unlimited Company
Eaton Domhanda Unlimited Company
Eaton House, 30 Pembroke Road
Dublin 4
Ireland
Eaton Capital Unlimited Company (registered number 499912) (“Eaton Capital”)
Cooper Industries Unlimited Company (registered number 471594) (“Cooper Industries”)
Eaton Domhanda Unlimited Company (registered number 650031) (“Eaton Domhanda”)
(together, the “Companies” and each a “Company”)
$1,500,000,000 aggregate principal amount of 3.850% notes due 2028,
$1,500,000,000 aggregate principal amount of 3.950% notes due 2029,
$1,500,000,000 aggregate principal amount of 4.200% notes due 2031,
$1,000,000,000 aggregate principal amount of 4.500% notes due 2033,
$2,000,000,000 aggregate principal amount of 4.800% notes due 2036 and
$1,000,000,000 aggregate principal amount of 5.450% notes due 2056 issued by Eaton Corporation (the “Notes”)
Ladies & Gentlemen
| 1. |
Introduction
|
| 1.1 |
We have acted as special legal counsel in Ireland to the Companies in connection with certain Irish law matters relating to the entry into of the Documents by the Companies.
|
| 1.2 |
We are qualified to give this legal opinion under Irish law on the bases, under the assumptions, and subject to the reservations and qualifications set out below.
|
| 2. |
Bases of Opinion
|
| 2.1 |
This Opinion speaks only as of its date. We assume no obligation to update this Opinion at any time in the future or to advise you or any person of any change in law, change in regulation, change in interpretation of law or regulation or
change in the practices of the Irish Revenue Commissioners which may occur after the date of this Opinion.
|
| 2.2 |
For the purposes of giving this Opinion we have examined original, facsimile or electronic copies of:
|
| (a) |
the executed Documents;
|
| (b) |
a certificate of an authorised officer of each Company dated 4 March 2026 (the “Certificates”), attaching (as applicable):
|
| (i) |
copies of the certificate of incorporation, certificates of incorporation on change of name and/or re-registration and the constitution of each Company (as applicable);
|
| (ii) |
copies of the written resolutions of the board of directors of:
|
| (A) |
the Parent, passed on 29 January 2026;
|
| (B) |
Eaton Capital, passed on 11 July 2024 and 5 February 2026;
|
| (C) |
Cooper Industries, passed on 11 July 2024 and 5 February 2026; and
|
| (D) |
Eaton Domhanda, passed on 11 July 2024 and 5 February 2026,
|
each authorising and approving the entry into the Documents;
| (c) |
results of searches made by independent law searchers on our behalf against the Companies on 5 March 2026 in:
|
| (i) |
the Companies Registration Office;
|
| (ii) |
the Petitions Section of the Central Office of the High Court of Ireland; and
|
| (iii) |
the Judgments Office of the Central Office of the High Court of Ireland,
|
(together, the “Searches”, copies of which are attached to this Opinion); and
| (d) |
all other relevant corporate documents of each Company and such further documents and matters of law as we have considered necessary or appropriate for the preparation of this Opinion.
|
| 2.3 |
In this Opinion:
|
“Act” means the Companies Act 2014;
Page 2/15
“courts” means the courts of Ireland, unless otherwise indicated, and “court” shall be construed accordingly;
“Documents” means the documents listed in the Schedule hereto;
“Prospectus” means the supplemental prospectus dated 4 March 2026 relating to the offering of the Notes;
“Parties” means, in respect of each of the Documents, the parties to that Document and “Party” means any of them;
“Registration Statement” means the Form S-3 filed with the SEC on 1 August 2024 by the Parent;
“SEC” means the Securities and Exchange Commission;
“Transactions” means the obligations and transactions contemplated by the Documents or any of such obligations and transactions, as the context requires or
permits; and
“Underwriters” means the parties named in the Terms Agreement.
| 2.4 |
Initially capitalised terms used in this Opinion but not defined herein have the meanings given to them in the Documents.
|
| 2.5 |
This Opinion is governed by, and interpreted in accordance with, Irish law.
|
| 2.6 |
This Opinion is limited to the matters expressly stated in this letter only. In particular:
|
| (a) |
save as expressly stated herein, we express no advice on the effect, validity, or enforceability of or the creation or effectiveness of any document;
|
| (b) |
we express no advice on the contractual terms of any document other than by reference to the legal character thereof under the laws of Ireland;
|
| (c) |
we have made no investigation of, and express no advice on, the laws, or the effect on the Documents and the Transactions of the laws, of any country or jurisdiction other than Ireland, and this Opinion is strictly limited to the laws of
Ireland as in force on the date hereof and as currently applied by the courts (excluding any foreign law to which reference may be made under the rules of Irish private international law). We have assumed without investigation that, insofar
as the laws of any jurisdiction other than Ireland are relevant, such laws do not prohibit and are not inconsistent with any of the obligations or rights expressed in the Documents or the Transactions; and
|
| (d) |
save as expressly stated herein, we express no views or opinion on matters of fact or tax.
|
| 2.7 |
For the purposes of this Opinion, we have not examined any documents relating to the Transactions other than those documents set out in paragraph 2.2. Furthermore, we have not examined any other drafts and/or copies of contracts,
documents or other instruments affecting any Company or any other person and any other corporate or other records of any Company or any other person, other than as stated in this Opinion.
|
Page 3/15
| 2.8 |
In giving this Opinion, we have relied upon:
|
| (a) |
the Certificates and the statements made therein, together with the attachments thereto, and this Opinion is expressly given upon the terms that the information disclosed thereby has not changed since the date thereof and that no further
investigation or diligence whatsoever in respect of any matter referred to, or the statements made, in a Certificate (or in the attachments thereto) is required of us by you; and
|
| (b) |
the results of the Searches.
|
| 2.9 |
It should be noted that the Documents contain express references to provisions of statutes and the law of jurisdictions other than Ireland and we express no opinion on any such provision or its application to the Documents or to any
Company. We have proceeded on the basis that words and phrases used in the Documents to describe the laws and practices of such other jurisdictions have the same meaning and effect as if they were governed by Irish law. Accordingly, our
opinion must be regarded as being qualified to the extent that, if this basis is incorrect, we would have found it necessary or appropriate to include further assumptions and/or qualifications.
|
| 2.10 |
We consent to the filing of this Opinion with the SEC as an exhibit to a current report on Form 8-K and its incorporation by reference into the Registration Statement and to the reference to our firm contained under the heading “Legal
Opinions” in the Prospectus included therein. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 as amended, or the rules and
regulations of the SEC.
|
| 3. |
Opinion
|
Subject to:
| (a) |
the bases of opinion set out in paragraph 2 above;
|
| (b) |
| (c) |
any matters or documents not disclosed to us,
|
we are of the opinion as follows:
| 3.1 |
Corporate Status
|
The Parent is a public limited company having a share capital and is duly incorporated under the laws of Ireland. It is incorporated for an indefinite period, is a separate legal entity and is
subject to suit in its own name.
Page 4/15
Eaton Capital is a public unlimited company having a share capital and is duly incorporated under the laws of Ireland. It is incorporated for an indefinite period, is a separate legal entity and is
subject to suit in its own name.
Each of Cooper Industries and Eaton Domhanda are private unlimited companies having a share capital and are duly incorporated under the laws of Ireland. They are incorporated for an indefinite
period, are separate legal entities and are subject to suit in their own name.
The Searches do not disclose that any steps have been taken to appoint an examiner to any Company, to appoint a receiver to any Company or its assets or to wind it up. On the basis of the Searches
only, each of the Companies is validly existing.
| 3.2 |
Capacity and Authority of the Companies
|
Each Company has the necessary legal capacity to enter into, deliver and perform its obligations under the Documents to which it is a party. All necessary corporate action required on the part of
each Company to authorise the execution and delivery of the Documents to which it is party and the performance by it of its obligations under the Documents to which it is party has been duly taken.
| 3.3 |
Due execution
|
Each Company has validly executed the Documents to which it is a party.
| 3.4 |
Documents: No breach of constitutional documents/laws
|
The execution and delivery by each Company of the Documents to which it is a party and the performance by it of its obligations under the Documents to which it is a party will not violate the
Constitution of such Company or any law or regulation of general application in Ireland applicable to such Company.
| 3.5 |
Registrations/filings
|
No registration, filing, notarisation or recording of the Documents is necessary under the laws of Ireland as a condition of the legality, validity, admissibility in evidence or enforceability of the
Documents in Ireland.
| 3.6 |
Official Authorisations
|
Based on our review of those laws and regulations which are normally applicable to transactions of the type contemplated by the Documents, the execution and delivery by each Company of the Documents
to which it is a party and the performance by each Company of its obligations under the Documents to which it is a party, will not require on the part of such Company any consent, exemption, licence, approval or authorisation of any governmental or
regulatory body or official of Ireland.
Page 5/15
| 3.7 |
Governing law
|
Council Regulation (EC) No. 593/2008 of 17 June 2008 on the law applicable to contractual obligations, as amended by Corrigendum to Regulation (EC) No 593/2008 of the European Parliament and of the
Council of 17 June 2008 on the law applicable to contractual obligations (Rome I) (“Rome I”) has force of law in Ireland. The incorporation of the laws of the State of New York, as the governing law of
contractual obligations arising out of the Documents is, in respect of contractual obligations which are within the scope of Rome I, valid in accordance with Article 3(1) of Rome I and accordingly, subject to and in accordance with Rome I, the laws
of the State of New York will, upon proof of the relevant provisions of the relevant laws, be applied by the courts if any claim to enforce such contractual obligations against any Company party to the Documents come under their jurisdiction.
Council Regulation (EC) No. 864/2007 of 11 July 2007 on the law applicable to non-contractual obligations (“Rome II”) has force of law in Ireland. The
incorporation of the laws of the State of New York, as the governing law of non-contractual obligations arising out of the Documents is, in respect of non-contractual obligations which are within the scope of Rome II, valid in accordance with Article
14(1) of Rome II and accordingly, subject to and in accordance with Rome II, the laws of the State of New York will, upon proof of the relevant provisions of the relevant laws, be applied by the courts if any claim to enforce such non-contractual
obligations against any Company party to the Documents comes under their jurisdiction.
| 3.8 |
Submission to jurisdiction
|
Any submission by a Company in the Documents to which it is a party to the jurisdiction of any New York or any federal court sitting in the Borough of Manhattan, The City of New York (together, the “New York Courts”) is legally valid, binding and enforceable against such Company under the laws of Ireland.
| 3.9 |
Enforcement of judgments
|
Any judgment in relation to any or all of the Documents obtained in the State of New York against a Company would be recognised and enforced in Ireland without re-trial or examination of the merits
of the case provided that:
| (a) |
the judgment has not been obtained or alleged to have been obtained by fraud or a trick;
|
| (b) |
the decision of the New York court and the enforcement thereof was not and would not be contrary to natural or constitutional justice under Irish law;
|
| (c) |
the enforcement of the judgment would not be contrary to public policy as understood by the courts or constitute the enforcement of a judgment of a penal or revenue nature or be inconsistent with a judgment of the courts in respect of the
same matter;
|
| (d) |
the judgment is final and conclusive and is for a debt or definite sum of money;
|
| (e) |
the procedural rules of the New York court and the courts have been observed; and
|
| (f) |
the jurisdiction of the New York courts had been exercised in circumstances which, as a matter of Irish law, an Irish court will recognise as justifying enforcement of the judgment.
|
Page 6/15
| 4. |
Assumptions
|
We have assumed for the purposes of this Opinion (without any responsibility on our part if any assumption proves to have been untrue or incorrect as we have not independently verified any
assumption):
Authenticity/Completeness of documents
| (a) |
the genuineness of any signatures and seals upon all original documents of any kind examined by us;
|
| (b) |
the authenticity of all documents sent to us as originals;
|
| (c) |
that all documents requiring to be delivered pursuant to any applicable law have been delivered;
|
| (d) |
the completeness and conformity to the originals of all copy documents of any kind furnished to us;
|
| (e) |
that, where incomplete documents have been submitted to us or signature pages only have been supplied to us for the purposes of issuing this Opinion, the originals of such documents correspond in all respects with the last draft of the
complete document submitted to us;
|
| (f) |
that none of the Documents has been amended, modified or terminated in any way since the date that it was executed by the parties thereto;
|
Meetings
| (g) |
that:
|
| (i) |
the copies produced to us of written resolutions are true copies and correctly record the subject matter which they purport to record;
|
| (ii) |
any meetings referred to in such copies were duly convened and held;
|
| (iii) |
at all times during such meetings there were sufficient members present to ensure a quorum;
|
| (iv) |
those present at any such meetings acted bona fide throughout;
|
| (v) |
all resolutions set out in such copies were duly passed; and
|
| (vi) |
no further resolutions have been passed, or corporate or other action taken which would or might alter the effectiveness thereof;
|
Purposes, Benefits and Interests
| (h) |
that the Documents and the Transactions have been entered into for bona fide commercial purposes, on arm’s length terms, without any intention to prefer any creditor over any other creditor, without any fraudulent purpose and for the
benefit of each Party thereto and are in those Parties’ respective commercial interest and for their respective corporate benefit;
|
Page 7/15
| (i) |
the business which a Company actually carries on is within the terms of its Constitution;
|
| (j) |
that each Company is entering into the Documents in furtherance of its principal objects;
|
| (k) |
that the Certificate of Incorporation, any Certificates of Incorporation on a Change of Name and Re-registration and the Constitution of each Company examined by us for the purposes of this Opinion are correct and up-to-date;
|
Searches
| (l) |
the accuracy and completeness of the results of the Searches, that the information disclosed by the Searches was up-to-date and that the information contained in the Searches has not, since the date and time the Searches were made, been
altered and that there was no information which had been delivered for registration or filing that did not appear in the relevant records or files at the time the Searches were made;
|
Certificates
| (m) |
the accuracy and completeness of the statements contained in the Certificates and of the documents attached to the Certificates as at the date of the Certificates and on the date of this Opinion;
|
Governing Law and Foreign Law
| (n) |
as a matter of all relevant laws (other than, insofar as such laws apply to the matters expressly covered by this Opinion, the laws of Ireland):
|
| (i) |
all obligations under the Documents will, upon execution and, where executed as a deed, delivery thereof, be valid, legally binding upon, and enforceable against, the Parties thereto;
|
| (ii) |
words and phrases used therein have the same meaning and effect as they would if the Documents were governed by Irish law;
|
| (iii) |
the choice of governing law(s) is bona fide and valid;
|
| (iv) |
all consents, approvals, notices, filings, recordations, publications, registrations and other steps necessary or desirable in order to permit the execution, delivery (where relevant) or performance of the Documents or to perfect, protect
or preserve any of the interests created by the Documents, have been obtained, made or done, or will be obtained, made or done, within any relevant permitted period(s); and
|
| (v) |
the legal effect of the Documents, and the matters expressed to be effected thereby, as set out in the Documents, and the creation of any security or other interest in any assets the subject thereof, will, upon execution and, where
relevant, delivery of the Documents, be effective.
|
Page 8/15
For the purposes of this assumption, “relevant laws” include (without limitation) most notably the:
| (A) |
laws of the jurisdiction of incorporation of each Party and each jurisdiction through which each Party acts for the purposes of the Documents;
|
| (B) |
the governing law of the Documents where such governing law is not Irish law; and
|
| (C) |
the lex situs and, if different, the law governing the creation of the assets which are, or purport to be, dealt with under the Documents;
|
| (o) |
that there are no provisions of the laws of any jurisdiction outside Ireland which are or will be applicable to the Documents which would be contravened by, or are inconsistent with, the execution, performance or delivery of the Documents
and that none of the opinions expressed above will be affected by the laws (including the public policy) of any jurisdiction outside Ireland;
|
| (p) |
insofar as any obligation or right of a Party pursuant to the Documents falls or will fall to be performed or, as the case may be, exercised in any jurisdiction outside Ireland, that its performance or, as the case may be, exercise will
not be illegal or ineffective by virtue of the laws of that jurisdiction;
|
Parties
| (q) |
that:
|
| (i) |
each Party to the Documents (other than the Companies):
|
| (A) |
has been duly incorporated;
|
| (B) |
is validly existing;
|
| (C) |
has the necessary power, authority and capacity to take the benefit of the Documents expressed or intended to be for that Party’s benefit, and to perform its obligations under the Documents,
|
under the laws of the jurisdiction under which it is constituted and any other applicable laws; and
| (ii) |
each Party has complied with and will comply with all the laws and regulations applicable to the Transactions in any jurisdiction (other than Ireland insofar as such laws and regulations apply to the matters expressly covered in this
Opinion) and has obtained all governmental and other consents, licences and approvals required for the execution, delivery and performance thereof by the laws of the jurisdiction (other than Ireland insofar as such consents, licences and
approvals apply to the matters expressly covered by this Opinion) under which the same is to be performed (including such filing, registration, recording or enrolling of the Documents in any such jurisdiction as may be required to ensure the
legality, validity, enforceability or admissibility in evidence thereof);
|
Page 9/15
| (r) |
all necessary corporate and shareholder action has been duly and correctly taken by each Party (other than the Companies) to authorise its entry into, delivery and execution of each of the Documents and to perform its obligations
thereunder;
|
| (s) |
that the Documents have been or (as the case may be) will be duly executed by a person or persons duly authorised to do so and so delivered by each of the Parties thereto in accordance with its constitutional documents and the laws of the
jurisdiction under which it is constituted;
|
| (t) |
other than The Bank of New York Mellon Trust Company, N.A., as trustee, each Party acts and shall act as principal and not as agent or in any other capacity whatsoever, fiduciary or otherwise and shall be personally liable as regards the
obligations expressed to be owing by it and shall be the beneficial owner of obligations expressed in the Documents to be owed to it;
|
| (u) |
there are no contractual or similar restrictions binding on any of the Parties which would affect the conclusions in this Opinion;
|
| (v) |
no Party has or will have notice of any prohibition or restriction on the creation, execution or performance of the Documents;
|
Calculations
| (w) |
any calculation (including, without limitation, for the purposes of currency conversion) made under each of the Documents will be made in good faith and in a commercially reasonable manner;
|
Disqualification of Directors
| (x) |
that no person who has been appointed or acts in any way, whether directly or indirectly, as a director or secretary of, who has been concerned in or taken part in the promotion of, a Company has been the subject of a declaration under
Section 819 (Restriction) or Section 839 (Disqualification of certain persons from acting as directors or auditors of or managing companies) of the Act;
|
Financial Transfers
| (y) |
that the Documents and the Transaction are not and will not be affected by:
|
| (i) |
any financial restrictions arising from orders made by the Minister for Finance under the Financial Transfers Act 1992, the Criminal Justice (Terrorist Offences) Act 2005 and 2015 or the European Communities Acts 1972 to 2012 or European
Communities Regulations having direct effect in Ireland. Regulations and orders which have been made under those Acts and Regulations that are in effect at the date of this Opinion impose restrictions on financial transfers involving
residents of certain countries, certain persons and certain entities arising from the implementation in Ireland of United Nations and EU sanctions; or
|
Page 10/15
| (ii) |
any directions or orders made under the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 to 2021;
|
Section 604, etc.
| (z) |
that none of Section 604 (Unfair Preference) or Section 443 (Power of court to order the return of assets improperly transferred) of the Act applies to any
of the Transactions;
|
Section 238 and 239 of the Act
| (aa) |
that Section 238 (Substantial transactions in respect of non-cash assets and involving directors etc.) and Section 239 (Prohibition of loans, etc. to directors and
connected persons) have no application to the Documents or the Transactions;
|
Insurance Legislation
| (bb) |
that the Companies do not carry on any business of insurance, that the guarantees given by the Companies pursuant to the Documents would not be characterised as a contract of insurance under the governing law thereof (New York law), that
none of the Companies has received or will receive any fee or other remuneration for providing any such guarantee, that such guarantee is given by the Companies at the request of the Group for the purposes of facilitating the financing of the
business carried on by the Group (through the issue of the Notes by Eaton Corporation), and that each of the Companies are members of the Group;
|
Security Interest
| (cc) |
that no security interests of any nature have been or will be created pursuant to or under the terms of the Documents;
|
Miscellaneous
| (dd) |
that the terms of the Documents will be observed and performed by the Parties;
|
| (ee) |
the truth, accuracy and completeness of any representations, certificates and information given to us by or on behalf of any Party (including, without limitation, each Company) in reply to any queries which we have considered necessary for
the purpose of giving this opinion;
|
| (ff) |
the completeness and accuracy of all representations in the Documents as to matters of fact;
|
| (gg) |
the entry by the Parties into the Documents and the performance by them of the Transactions will not infringe the terms of, or constitute a default under, any trust deed, debenture, agreement or other instrument or obligation to which any
Party is party or by which any of any Party’s property, undertaking, assets or revenues are bound;
|
Page 11/15
| (hh) |
that there are no escrow arrangements or other agreements of a similar type in place in relation to the Documents;
|
Financial Assistance
| (ii) |
section 82 (Financial assistance for acquisition of shares) of the Act has no application to the Documents, the Notes or the Transactions; and
|
Electronic Signatures
| (jj) |
that any electronic signature inserted on the Documents or the Notes was inserted by or on behalf of and with the consent of the relevant signatory for the purpose of signing and authenticating the Documents or the Notes.
|
| 5. |
Reservations and Qualifications
|
Our Opinion is subject to the following reservations and qualifications:
| 5.1 |
Notwithstanding any provision in the Documents to the contrary, the Documents may be capable of being amended by oral agreement or conduct of the Parties.
|
| 5.2 |
Provisions in the Documents imposing additional obligations in the event of breach or default, or of payment or repayment being made other than on an agreed date, may be unenforceable to the extent that they are subsequently adjudicated to
be penal in nature. The fact that any payment is held to be penal in nature would not, of itself, prejudice the legality or validity of any other provision contained in the Documents which does not provide for the making of such payment.
|
| 5.3 |
Provisions in the Documents that calculations or certifications or acknowledgements are to be conclusive and binding will not necessarily prevent judicial enquiry by the courts into the merits of any claim by a party claiming to be
aggrieved by such calculations, certifications or acknowledgements; nor do such provisions exclude the possibility of such calculations, certifications or acknowledgements being amended by order of the courts.
|
| 5.4 |
To the extent that the Documents vest a discretion in any party, or provide for any party determining any matter in its opinion, the exercise of such discretion and the manner in which such opinion is formed and the grounds on which it is
based may be the subject of a judicial enquiry and review by the courts.
|
| 5.5 |
Provisions of the Documents providing for severance of provisions due to illegality, invalidity or unenforceability thereof may not be effective, depending on the nature of the illegality, invalidity or unenforceability in question.
|
| 5.6 |
The effectiveness of terms of documents exculpating a party from a liability, obligation or duty otherwise owed is limited by law.
|
Page 12/15
| 5.7 |
The description of obligations as “enforceable” or “binding” refers to the legal character of the obligations in question. It implies no more than that they are of a character which Irish law recognises and enforces. It does not mean
that the Documents will be binding or enforced in all circumstances or that any particular remedy will be available. Equitable remedies, such as specific performance and injunctive relief, are at the discretion of the courts and may not be
available to persons seeking to enforce provisions of the Documents. Furthermore, the courts may not allow acceleration of amounts payable under the Documents where an event of default occurs that is considered immaterial. More generally,
in any proceedings to enforce the Documents, the courts may require that the Party seeking enforcement acts with reasonableness and good faith. Enforcement of the Documents may also be limited as a result of (a) the provisions of Irish law
applicable to contracts held to have become frustrated by events happening after their execution; and (b) any breach of the terms of the Documents by the Party seeking to enforce the same.
|
| 5.8 |
The obligations of each Party under the Documents are subject to all laws relating to insolvency, bankruptcy, liquidation, reorganisation, moratorium, examinership, trust schemes, preferential creditors, fraudulent transfer and other
similar laws relating to or affecting creditors’ rights generally.
|
| 5.9 |
Where an obligation is to be performed outside Ireland under the Documents, it may not be enforceable in Ireland to the extent that performance would be illegal or contrary to public policy under the laws of that jurisdiction.
|
| 5.10 |
Any judgment of the courts for moneys due under the Documents may be expressed in a currency other than euro but the order may issue out of the Central Office of the High Court expressed in euro by reference to the official rate of
exchange prevailing on the date of issue. In addition, in a winding-up in Ireland of an Irish incorporated company, all foreign currency claims must be converted into an Irish currency for the purposes of proof. The rate of exchange to be
used to convert foreign currency debts into euro for the purposes of proof in a winding-up is the spot rate as of, in the case of a compulsory winding-up, either the date of commencement of the winding-up (presentation of the petition for
winding-up or earlier resolution for winding-up) or of the winding-up order and, in the case of a voluntary winding-up, on the date of the relevant winding-up resolution.
|
| 5.11 |
A court may refuse to give effect to a purported contractual obligation to pay costs arising from unsuccessful litigation brought against a party and may not award by way of costs all of the expenditure incurred by a successful litigator
in proceedings before that court.
|
| 5.12 |
Claims against any Party may be or become the subject of set-off or counterclaim and any waiver of those or other defences available to each Party may not be enforceable in all circumstances.
|
| 5.13 |
Currency indemnities contained in the Documents may not be enforceable in all circumstances.
|
| 5.14 |
We express no opinion on how courts outside Ireland would apply the laws of Ireland in relation to any aspect of the Documents.
|
| 5.15 |
The courts will not decline any mandatory jurisdiction arising pursuant to Council Regulation (EC) No. 1215/2012 of 12 December 2012 on Jurisdiction and the Recognition and Enforcement of Judgments in Civil and Commercial Matters.
|
| 5.16 |
Claims against any Party may become barred under relevant statutes of limitation if not pursued within the time limited by such statutes.
|
Page 13/15
| 5.17 |
We have not been responsible for investigating or verifying the accuracy of the facts, including statements of law, or the reasonableness of any statement of opinion contained in the Prospectus or that no material information has been
omitted therefrom.
|
| 5.18 |
The failure of the Searches to reveal evidence that any Company has passed a voluntary winding-up resolution, that a petition has been presented or order made by a court for the winding-up of, or appointment of an examiner to any Company
or that a receiver or similar officer has been appointed in relation to any of its assets or revenues is not conclusive proof that no such event has occurred, in particular:
|
| (a) |
the Searches may not have revealed whether a petition for winding-up or the appointment of any examiner had been presented;
|
| (b) |
notice of a resolution passed, a winding-up order made or the appointment of a receiver or examiner may not have been filed at the Companies Registration Office, Dublin immediately;
|
| (c) |
searches have not been undertaken in any Office of the Circuit Court, notwithstanding that the Circuit Court has jurisdiction with respect to the examinership of certain companies; and
|
| (d) |
the position may have changed since the time the Searches were made.
|
Yours faithfully
/s/ McCann FitzGerald LLP
McCann FitzGerald LLP
Page 14/15
Schedule
The Documents
| 2. |
Underwriting Agreement (the “Underwriting Agreement”), attached to and incorporated therein to the Terms Agreement (together with the Underwriting Agreement, the “Terms
Agreement”) dated 4 March 2026 and entered into between, amongst others, the Issuer, the Guarantors (including the Companies) and the representatives of the several underwriters named therein.
|
Page 15/15
Exhibit 5.4
|
10 March 2026
|
|
|
Eaton Corporation plc
Eaton Capital Unlimited Company
Cooper Industries Unlimited Company
Eaton Domhanda Unlimited Company
Eaton House, 30 Pembroke Road
Dublin 4
Ireland
|
|
|
Eaton Capital Unlimited Company (registered number 499912) (“Eaton Capital”)
Cooper Industries Unlimited Company (registered number 471594) (“Cooper Industries”)
Eaton Domhanda Unlimited Company (registered number 650031) (“Eaton Domhanda”)
(together, the “Companies” and each a “Company”)
€600,000,000 aggregate principal amount of 3.550% notes due 2034 and €600,000,000 aggregate principal amount of 4.000% notes due 2038 issued by Eaton Capital (the “Notes”)
|
Ladies & Gentlemen
| 1. |
Introduction
|
| 1.1 |
We have acted as special legal counsel in Ireland to the Companies in connection with certain Irish law matters relating to the entry into of the Documents by the Companies.
|
| 1.2 |
We are qualified to give this legal opinion under Irish law on the bases, under the assumptions, and subject to the reservations and qualifications set out below.
|
| 2. |
Bases of Opinion
|
| 2.1 |
This Opinion speaks only as of its date. We assume no obligation to update this Opinion at any time in the future or to advise you or any person of any change in law, change in regulation, change in interpretation of law or regulation or
change in the practices of the Irish Revenue Commissioners which may occur after the date of this Opinion.
|
| 2.2 |
For the purposes of giving this Opinion we have examined original, facsimile or electronic copies of:
|
| (a) |
the executed Documents;
|
| (b) |
a certificate of an authorised officer of each Company dated 10 March 2026 (the “Certificates”), attaching (as applicable):
|
| (i) |
copies of the certificate of incorporation, certificates of incorporation on change of name and/or re-registration and the constitution of each Company (as applicable);
|
| (ii) |
copies of the written resolutions of the board of directors of:
|
| (A) |
the Parent, passed on 29 January 2026;
|
| (B) |
Eaton Capital, passed on 11 July 2024, 5 February 2026 and 2 March 2026;
|
| (C) |
Cooper Industries, passed on 11 July 2024 and 5 February 2026; and
|
| (D) |
Eaton Domhanda, passed on 11 July 2024 and 5 February 2026,
|
each authorising and approving the entry into the Documents; and
| (iii) |
a copy of the power of attorney of Eaton Capital dated 2 March 2026;
|
| (c) |
results of searches made by independent law searchers on our behalf against the Companies on 9 March 2026 in:
|
| (i) |
the Companies Registration Office;
|
| (ii) |
the Petitions Section of the Central Office of the High Court of Ireland; and
|
| (iii) |
the Judgments Office of the Central Office of the High Court of Ireland,
|
(together, the “Searches”, copies of which are attached to this Opinion); and
| (d) |
all other relevant corporate documents of each Company and such further documents and matters of law as we have considered necessary or appropriate for the preparation of this Opinion.
|
Page 2/16
| 2.3 |
In this Opinion:
|
“Act” means the Companies Act 2014;
“courts” means the courts of Ireland, unless otherwise indicated, and “court” shall be construed accordingly;
“Documents” means the documents listed in the Schedule hereto;
“Prospectus” means the supplemental prospectus dated 5 March 2026 relating to the offering of the Notes;
“Parties” means, in respect of each of the Documents, the parties to that Document and “Party” means any of them;
“Registration Statement” means the Form S-3 filed with the SEC on 1 August 2024 by the Parent;
“SEC” means the Securities and Exchange Commission;
“Transactions” means the obligations and transactions contemplated by the Documents or any of such obligations and transactions, as the context requires or
permits; and
“Underwriters” means the parties named in the Terms Agreement.
| 2.4 |
Initially capitalised terms used in this Opinion but not defined herein have the meanings given to them in the Documents.
|
| 2.5 |
This Opinion is governed by, and interpreted in accordance with, Irish law.
|
| 2.6 |
This Opinion is limited to the matters expressly stated in this letter only. In particular:
|
| (a) |
save as expressly stated herein, we express no advice on the effect, validity, or enforceability of or the creation or effectiveness of any document;
|
| (b) |
we express no advice on the contractual terms of any document other than by reference to the legal character thereof under the laws of Ireland;
|
| (c) |
we have made no investigation of, and express no advice on, the laws, or the effect on the Documents and the Transactions of the laws, of any country or jurisdiction other than Ireland, and this Opinion is strictly limited to the laws of
Ireland as in force on the date hereof and as currently applied by the courts (excluding any foreign law to which reference may be made under the rules of Irish private international law). We have assumed without investigation that,
insofar as the laws of any jurisdiction other than Ireland are relevant, such laws do not prohibit and are not inconsistent with any of the obligations or rights expressed in the Documents or the Transactions; and
|
| (d) |
save as expressly stated herein, we express no views or opinion on matters of fact or tax.
|
Page 3/16
| 2.7 |
For the purposes of this Opinion, we have not examined any documents relating to the Transactions other than those documents set out in paragraph 2.2. Furthermore, we have not examined any other drafts and/or copies of contracts,
documents or other instruments affecting any Company or any other person and any other corporate or other records of any Company or any other person, other than as stated in this Opinion.
|
| 2.8 |
In giving this Opinion, we have relied upon:
|
| (a) |
the Certificates and the statements made therein, together with the attachments thereto, and this Opinion is expressly given upon the terms that the information disclosed thereby has not changed since the date thereof and that no further
investigation or diligence whatsoever in respect of any matter referred to, or the statements made, in a Certificate (or in the attachments thereto) is required of us by you; and
|
| (b) |
the results of the Searches.
|
| 2.9 |
It should be noted that the Documents contain express references to provisions of statutes and the law of jurisdictions other than Ireland and we express no opinion on any such provision or its application to the Documents or to any
Company. We have proceeded on the basis that words and phrases used in the Documents to describe the laws and practices of such other jurisdictions have the same meaning and effect as if they were governed by Irish law. Accordingly, our
opinion must be regarded as being qualified to the extent that, if this basis is incorrect, we would have found it necessary or appropriate to include further assumptions and/or qualifications.
|
| 2.10 |
We consent to the filing of this Opinion with the SEC as an exhibit to a current report on Form 8-K and its incorporation by reference into the Registration Statement and to the reference to our firm contained under the heading “Legal
Opinions” in the Prospectus included therein. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933 as amended, or the rules and
regulations of the SEC.
|
| 3. |
Opinion
|
Subject to:
| (a) |
the bases of opinion set out in paragraph 2 above;
|
| (b) |
the assumptions and reservations set out in paragraphs 4 and 5, respectively, below; and
|
| (c) |
any matters or documents not disclosed to us,
|
we are of the opinion as follows:
| 3.1 |
Corporate Status
|
The Parent is a public limited company having a share capital and is duly incorporated under the laws of Ireland. It is incorporated for an indefinite period, is a separate legal entity and is
subject to suit in its own name.
Page 4/16
Eaton Capital is a public unlimited company having a share capital and is duly incorporated under the laws of Ireland. It is incorporated for an indefinite period, is a separate legal entity and
is subject to suit in its own name.
Each of Cooper Industries and Eaton Domhanda are private unlimited companies having a share capital and are duly incorporated under the laws of Ireland. They are incorporated for an indefinite
period, are separate legal entities and are subject to suit in their own name.
The Searches do not disclose that any steps have been taken to appoint an examiner to any Company, to appoint a receiver to any Company or its assets or to wind it up. On the basis of the Searches
only, each of the Companies is validly existing.
| 3.2 |
Capacity and Authority of the Companies
|
Each Company has the necessary legal capacity to enter into, deliver and perform its obligations under the Documents to which it is a party and, in the case of Eaton Capital, to issue the Notes.
All necessary corporate action required on the part of each Company to authorise the execution and delivery of the Documents to which it is party and, in the case of Eaton Capital, the issue of the Notes, and the performance by it of its
obligations under the Documents to which it is party and, in the case of Eaton Capital, the Notes has been duly taken.
| 3.3 |
Due execution
|
Each Company has validly executed the Documents to which it is a party.
| 3.4 |
Documents: No breach of constitutional documents/laws
|
The execution and delivery by each Company of the Documents to which it is a party and, in the case of Eaton Capital, the issue of the Notes, and the performance by it of its obligations under the
Documents to which it is a party and, in the case of Eaton Capital, the Notes, will not violate the Constitution of such Company or any law or regulation of general application in Ireland applicable to such Company.
| 3.5 |
Registrations/filings
|
No registration, filing, notarisation or recording of the Documents or the Notes is necessary under the laws of Ireland as a condition of the legality, validity, admissibility in evidence or
enforceability of the Documents or the Notes in Ireland.
| 3.6 |
Official Authorisations
|
Based on our review of those laws and regulations which are normally applicable to transactions of the type contemplated by the Documents, the execution and delivery by each Company of the
Documents to which it is a party and the performance by each Company of its obligations under the Documents to which it is a party, will not require on the part of such Company any consent, exemption, licence, approval or authorisation of any
governmental or regulatory body or official of Ireland.
Page 5/16
| 3.7 |
Governing law
|
Council Regulation (EC) No. 593/2008 of 17 June 2008 on the law applicable to contractual obligations, as amended by Corrigendum to Regulation (EC) No 593/2008 of the European Parliament and of the
Council of 17 June 2008 on the law applicable to contractual obligations (Rome I) (“Rome I”) has force of law in Ireland. The incorporation of the laws of the State of New York, as the governing law of
contractual obligations arising out of the Documents is, in respect of contractual obligations which are within the scope of Rome I, valid in accordance with Article 3(1) of Rome I and accordingly, subject to and in accordance with Rome I, the laws
of the State of New York will, upon proof of the relevant provisions of the relevant laws, be applied by the courts if any claim to enforce such contractual obligations against any Company party to the Documents come under their jurisdiction.
Council Regulation (EC) No. 864/2007 of 11 July 2007 on the law applicable to non-contractual obligations (“Rome II”) has force of law in Ireland. The
incorporation of the laws of the State of New York, as the governing law of non-contractual obligations arising out of the Documents is, in respect of non-contractual obligations which are within the scope of Rome II, valid in accordance with
Article 14(1) of Rome II and accordingly, subject to and in accordance with Rome II, the laws of the State of New York will, upon proof of the relevant provisions of the relevant laws, be applied by the courts if any claim to enforce such
non-contractual obligations against any Company party to the Documents comes under their jurisdiction.
| 3.8 |
Submission to jurisdiction
|
Any submission by a Company in the Documents to which it is a party to the jurisdiction of any New York or any federal court sitting in the Borough of Manhattan, The City of New York (together, the
“New York Courts”) is legally valid, binding and enforceable against such Company under the laws of Ireland.
| 3.9 |
Enforcement of judgments
|
Any judgment in relation to any or all of the Documents obtained in the State of New York against a Company would be recognised and enforced in Ireland without re-trial or examination of the merits
of the case provided that:
| (a) |
the judgment has not been obtained or alleged to have been obtained by fraud or a trick;
|
| (b) |
the decision of the New York court and the enforcement thereof was not and would not be contrary to natural or constitutional justice under Irish law;
|
| (c) |
the enforcement of the judgment would not be contrary to public policy as understood by the courts or constitute the enforcement of a judgment of a penal or revenue nature or be inconsistent with a judgment of the courts in respect of
the same matter;
|
| (d) |
the judgment is final and conclusive and is for a debt or definite sum of money;
|
| (e) |
the procedural rules of the New York court and the courts have been observed; and
|
Page 6/16
| (f) |
the jurisdiction of the New York courts had been exercised in circumstances which, as a matter of Irish law, an Irish court will recognise as justifying enforcement of the judgment.
|
| 4. |
Assumptions
|
We have assumed for the purposes of this Opinion (without any responsibility on our part if any assumption proves to have been untrue or incorrect as we have not independently verified any
assumption):
Authenticity/Completeness of documents
| (a) |
the genuineness of any signatures and seals upon all original documents of any kind examined by us;
|
| (b) |
the authenticity of all documents sent to us as originals;
|
| (c) |
that all documents requiring to be delivered pursuant to any applicable law have been delivered;
|
| (d) |
the completeness and conformity to the originals of all copy documents of any kind furnished to us;
|
| (e) |
that, where incomplete documents have been submitted to us or signature pages only have been supplied to us for the purposes of issuing this Opinion, the originals of such documents correspond in all respects with the last draft of the
complete document submitted to us;
|
| (f) |
that none of the Documents has been amended, modified or terminated in any way since the date that it was executed by the parties thereto;
|
Meetings
| (g) |
that:
|
| (i) |
the copies produced to us of written resolutions are true copies and correctly record the subject matter which they purport to record;
|
| (ii) |
any meetings referred to in such copies were duly convened and held;
|
| (iii) |
at all times during such meetings there were sufficient members present to ensure a quorum;
|
| (iv) |
those present at any such meetings acted bona fide throughout;
|
| (v) |
all resolutions set out in such copies were duly passed; and
|
| (vi) |
no further resolutions have been passed, or corporate or other action taken which would or might alter the effectiveness thereof;
|
Page 7/16
Purposes, Benefits and Interests
| (h) |
that the Documents and the Transactions have been entered into for bona fide commercial purposes, on arm’s length terms, without any intention to prefer any creditor over any other creditor, without any fraudulent purpose and for the
benefit of each Party thereto and are in those Parties’ respective commercial interest and for their respective corporate benefit;
|
| (i) |
the business which a Company actually carries on is within the terms of its Constitution;
|
| (j) |
that each Company is entering into the Documents in furtherance of its principal objects;
|
| (k) |
that the Certificate of Incorporation, any Certificates of Incorporation on a Change of Name and Re-registration and the Constitution of each Company examined by us for the purposes of this Opinion are correct and up-to-date;
|
Searches
| (l) |
the accuracy and completeness of the results of the Searches, that the information disclosed by the Searches was up-to-date and that the information contained in the Searches has not, since the date and time the Searches were made, been
altered and that there was no information which had been delivered for registration or filing that did not appear in the relevant records or files at the time the Searches were made;
|
Certificates
| (m) |
the accuracy and completeness of the statements contained in the Certificates and of the documents attached to the Certificates as at the date of the Certificates and on the date of this Opinion;
|
Governing Law and Foreign Law
| (n) |
as a matter of all relevant laws (other than, insofar as such laws apply to the matters expressly covered by this Opinion, the laws of Ireland):
|
| (i) |
all obligations under the Documents will, upon execution and, where executed as a deed, delivery thereof, be valid, legally binding upon, and enforceable against, the Parties thereto;
|
| (ii) |
words and phrases used therein have the same meaning and effect as they would if the Documents were governed by Irish law;
|
| (iii) |
the choice of governing law(s) is bona fide and valid;
|
| (iv) |
all consents, approvals, notices, filings, recordations, publications, registrations and other steps necessary or desirable in order to permit the execution, delivery (where relevant) or performance of the Documents or to perfect,
protect or preserve any of the interests created by the Documents, have been obtained, made or done, or will be obtained, made or done, within any relevant permitted period(s); and
|
Page 8/16
| (v) |
the legal effect of the Documents, and the matters expressed to be effected thereby, as set out in the Documents, and the creation of any security or other interest in any assets the subject thereof, will, upon execution and, where
relevant, delivery of the Documents, be effective.
|
For the purposes of this assumption, “relevant laws” include (without limitation) most notably the:
| (A) |
laws of the jurisdiction of incorporation of each Party and each jurisdiction through which each Party acts for the purposes of the Documents;
|
| (B) |
the governing law of the Documents where such governing law is not Irish law; and
|
| (C) |
the lex situs and, if different, the law governing the creation of the assets which are, or purport to be, dealt with under the Documents;
|
| (o) |
that there are no provisions of the laws of any jurisdiction outside Ireland which are or will be applicable to the Documents which would be contravened by, or are inconsistent with, the execution, performance or delivery of the
Documents and that none of the opinions expressed above will be affected by the laws (including the public policy) of any jurisdiction outside Ireland;
|
| (p) |
insofar as any obligation or right of a Party pursuant to the Documents falls or will fall to be performed or, as the case may be, exercised in any jurisdiction outside Ireland, that its performance or, as the case may be, exercise will
not be illegal or ineffective by virtue of the laws of that jurisdiction;
|
Parties
| (q) |
that:
|
| (i) |
each Party to the Documents (other than the Companies):
|
| (A) |
has been duly incorporated;
|
| (B) |
is validly existing;
|
| (C) |
has the necessary power, authority and capacity to take the benefit of the Documents expressed or intended to be for that Party’s benefit, and to perform its obligations under the Documents,
|
under the laws of the jurisdiction under which it is constituted and any other applicable laws; and
Page 9/16
| (ii) |
each Party has complied with and will comply with all the laws and regulations applicable to the Transactions in any jurisdiction (other than Ireland insofar as such laws and regulations apply to the matters expressly covered in this
Opinion) and has obtained all governmental and other consents, licences and approvals required for the execution, delivery and performance thereof by the laws of the jurisdiction (other than Ireland insofar as such consents, licences and
approvals apply to the matters expressly covered by this Opinion) under which the same is to be performed (including such filing, registration, recording or enrolling of the Documents in any such jurisdiction as may be required to ensure
the legality, validity, enforceability or admissibility in evidence thereof);
|
| (r) |
all necessary corporate and shareholder action has been duly and correctly taken by each Party (other than the Companies) to authorise its entry into, delivery and execution of each of the Documents and to perform its obligations
thereunder;
|
| (s) |
that the Documents have been or (as the case may be) will be duly executed by a person or persons duly authorised to do so and so delivered by each of the Parties thereto in accordance with its constitutional documents and the laws of
the jurisdiction under which it is constituted;
|
| (t) |
other than The Bank of New York Mellon Trust Company, N.A., as trustee, each Party acts and shall act as principal and not as agent or in any other capacity whatsoever, fiduciary or otherwise and shall be personally liable as regards the
obligations expressed to be owing by it and shall be the beneficial owner of obligations expressed in the Documents to be owed to it;
|
| (u) |
there are no contractual or similar restrictions binding on any of the Parties which would affect the conclusions in this Opinion;
|
| (v) |
no Party has or will have notice of any prohibition or restriction on the creation, execution or performance of the Documents;
|
Calculations
| (w) |
any calculation (including, without limitation, for the purposes of currency conversion) made under each of the Documents will be made in good faith and in a commercially reasonable manner;
|
Disqualification of Directors
| (x) |
that no person who has been appointed or acts in any way, whether directly or indirectly, as a director or secretary of, who has been concerned in or taken part in the promotion of, a Company has been the subject of a declaration under
Section 819 (Restriction) or Section 839 (Disqualification of certain persons from acting as directors or auditors of or managing companies) of the Act;
|
Financial Transfers
| (y) |
that the Documents and the Transaction are not and will not be affected by:
|
Page 10/16
| (i) |
any financial restrictions arising from orders made by the Minister for Finance under the Financial Transfers Act 1992, the Criminal Justice (Terrorist Offences) Act 2005 and 2015 or the European Communities Acts 1972 to 2012 or European
Communities Regulations having direct effect in Ireland. Regulations and orders which have been made under those Acts and Regulations that are in effect at the date of this Opinion impose restrictions on financial transfers involving
residents of certain countries, certain persons and certain entities arising from the implementation in Ireland of United Nations and EU sanctions; or
|
| (ii) |
any directions or orders made under the Criminal Justice (Money Laundering and Terrorist Financing) Acts 2010 to 2021;
|
Section 604, etc.
| (z) |
that none of Section 604 (Unfair Preference) or Section 443 (Power of court to order the return of assets improperly transferred) of the Act applies to any
of the Transactions;
|
Section 238 and 239 of the Act
| (aa) |
that Section 238 (Substantial transactions in respect of non-cash assets and involving directors etc.) and Section 239 (Prohibition of loans, etc. to directors
and connected persons) have no application to the Documents or the Transactions;
|
Insurance Legislation
| (bb) |
that the Companies do not carry on any business of insurance, that the guarantees given by the Companies pursuant to the Documents would not be characterised as a contract of insurance under the governing law thereof (New York law), that
none of the Companies has received or will receive any fee or other remuneration for providing any such guarantee, that such guarantee is given by the Companies at the request of the Group for the purposes of facilitating the financing of
the business carried on by the Group (through the issue of the Notes by Eaton Capital), and that each of the Companies are members of the Group;
|
Selling Restrictions
| (cc) |
that the Underwriters have complied with and adhered to, and will comply with and adhere to, all the selling restrictions set out in the Prospectus in the section entitled “Notice to Prospective Investors” at all times;
|
Security Interest
| (dd) |
that no security interests of any nature have been or will be created pursuant to or under the terms of the Documents;
|
Stamp Duty
| (ee) |
that the Notes:
|
| (i) |
do not carry a right of conversion into stocks or marketable securities of a company having a register in Ireland or into loan capital having such a right;
|
Page 11/16
| (ii) |
do not carry rights of the same kind as shares in the capital of a company, including rights such as voting rights, a share in the profits or a share in the surplus on liquidation;
|
| (iii) |
are not issued for a price which is less than 90 per cent. of their nominal value; and
|
| (iv) |
do not carry a right to a sum in respect of repayment or interest which is related to certain movements in an index or indices (based wholly or partly and directly or indirectly on stocks or marketable securities) specified in any
interest or other document relating to the loan capital;
|
Miscellaneous
| (ff) |
that the terms of the Documents will be observed and performed by the Parties;
|
| (gg) |
the truth, accuracy and completeness of any representations, certificates and information given to us by or on behalf of any Party (including, without limitation, each Company) in reply to any queries which we have considered necessary
for the purpose of giving this opinion;
|
| (hh) |
the completeness and accuracy of all representations in the Documents as to matters of fact;
|
| (ii) |
the entry by the Parties into the Documents and the performance by them of the Transactions will not infringe the terms of, or constitute a default under, any trust deed, debenture, agreement or other instrument or obligation to which
any Party is party or by which any of any Party’s property, undertaking, assets or revenues are bound;
|
| (jj) |
that there are no escrow arrangements or other agreements of a similar type in place in relation to the Documents;
|
Financial Assistance
| (kk) |
section 82 (Financial assistance for acquisition of shares) of the Act has no application to the Documents, the Notes or the Transactions; and
|
Electronic Signatures
| (ll) |
that any electronic signature inserted on the Documents or the Notes was inserted by or on behalf of and with the consent of the relevant signatory for the purpose of signing and authenticating the Documents or the Notes.
|
| 5. |
Reservations and Qualifications
|
Our Opinion is subject to the following reservations and qualifications:
| 5.1 |
Notwithstanding any provision in the Documents to the contrary, the Documents may be capable of being amended by oral agreement or conduct of the Parties.
|
Page 12/16
| 5.2 |
Provisions in the Documents imposing additional obligations in the event of breach or default, or of payment or repayment being made other than on an agreed date, may be unenforceable to the extent that they are subsequently adjudicated
to be penal in nature. The fact that any payment is held to be penal in nature would not, of itself, prejudice the legality or validity of any other provision contained in the Documents which does not provide for the making of such
payment.
|
| 5.3 |
Provisions in the Documents that calculations or certifications or acknowledgements are to be conclusive and binding will not necessarily prevent judicial enquiry by the courts into the merits of any claim by a party claiming to be
aggrieved by such calculations, certifications or acknowledgements; nor do such provisions exclude the possibility of such calculations, certifications or acknowledgements being amended by order of the courts.
|
| 5.4 |
To the extent that the Documents vest a discretion in any party, or provide for any party determining any matter in its opinion, the exercise of such discretion and the manner in which such opinion is formed and the grounds on which it
is based may be the subject of a judicial enquiry and review by the courts.
|
| 5.5 |
Provisions of the Documents providing for severance of provisions due to illegality, invalidity or unenforceability thereof may not be effective, depending on the nature of the illegality, invalidity or unenforceability in question.
|
| 5.6 |
The effectiveness of terms of documents exculpating a party from a liability, obligation or duty otherwise owed is limited by law.
|
| 5.7 |
The description of obligations as “enforceable” or “binding” refers to the legal character of the obligations in question. It implies no more than that they are of a character which Irish law recognises and enforces. It does not mean
that the Documents will be binding or enforced in all circumstances or that any particular remedy will be available. Equitable remedies, such as specific performance and injunctive relief, are at the discretion of the courts and may not be
available to persons seeking to enforce provisions of the Documents. Furthermore, the courts may not allow acceleration of amounts payable under the Documents where an event of default occurs that is considered immaterial. More generally,
in any proceedings to enforce the Documents, the courts may require that the Party seeking enforcement acts with reasonableness and good faith. Enforcement of the Documents may also be limited as a result of (a) the provisions of Irish law
applicable to contracts held to have become frustrated by events happening after their execution; and (b) any breach of the terms of the Documents by the Party seeking to enforce the same.
|
| 5.8 |
The obligations of each Party under the Documents are subject to all laws relating to insolvency, bankruptcy, liquidation, reorganisation, moratorium, examinership, trust schemes, preferential creditors, fraudulent transfer and other
similar laws relating to or affecting creditors’ rights generally.
|
| 5.9 |
Where an obligation is to be performed outside Ireland under the Documents, it may not be enforceable in Ireland to the extent that performance would be illegal or contrary to public policy under the laws of that jurisdiction.
|
Page 13/16
| 5.10 |
Any judgment of the courts for moneys due under the Documents may be expressed in a currency other than euro but the order may issue out of the Central Office of the High Court expressed in euro by reference to the official rate of
exchange prevailing on the date of issue. In addition, in a winding-up in Ireland of an Irish incorporated company, all foreign currency claims must be converted into an Irish currency for the purposes of proof. The rate of exchange to be
used to convert foreign currency debts into euro for the purposes of proof in a winding-up is the spot rate as of, in the case of a compulsory winding-up, either the date of commencement of the winding-up (presentation of the petition for
winding-up or earlier resolution for winding-up) or of the winding-up order and, in the case of a voluntary winding-up, on the date of the relevant winding-up resolution.
|
| 5.11 |
A court may refuse to give effect to a purported contractual obligation to pay costs arising from unsuccessful litigation brought against a party and may not award by way of costs all of the expenditure incurred by a successful litigator
in proceedings before that court.
|
| 5.12 |
Claims against any Party may be or become the subject of set-off or counterclaim and any waiver of those or other defences available to each Party may not be enforceable in all circumstances.
|
| 5.13 |
Currency indemnities contained in the Documents may not be enforceable in all circumstances.
|
| 5.14 |
We express no opinion on how courts outside Ireland would apply the laws of Ireland in relation to any aspect of the Documents.
|
| 5.15 |
The courts will not decline any mandatory jurisdiction arising pursuant to Council Regulation (EC) No. 1215/2012 of 12 December 2012 on Jurisdiction and the Recognition and Enforcement of Judgments in Civil and Commercial Matters.
|
| 5.16 |
Claims against any Party may become barred under relevant statutes of limitation if not pursued within the time limited by such statutes.
|
| 5.17 |
We have not been responsible for investigating or verifying the accuracy of the facts, including statements of law, or the reasonableness of any statement of opinion contained in the Prospectus or that no material information has been
omitted therefrom.
|
| 5.18 |
The failure of the Searches to reveal evidence that any Company has passed a voluntary winding-up resolution, that a petition has been presented or order made by a court for the winding-up of, or appointment of an examiner to any Company
or that a receiver or similar officer has been appointed in relation to any of its assets or revenues is not conclusive proof that no such event has occurred, in particular:
|
| (a) |
the Searches may not have revealed whether a petition for winding-up or the appointment of any examiner had been presented;
|
| (b) |
notice of a resolution passed, a winding-up order made or the appointment of a receiver or examiner may not have been filed at the Companies Registration Office, Dublin immediately;
|
| (c) |
searches have not been undertaken in any Office of the Circuit Court, notwithstanding that the Circuit Court has jurisdiction with respect to the examinership of certain companies; and
|
| (d) |
the position may have changed since the time the Searches were made.
|
Page 14/16
Yours faithfully
/s/ McCann FitzGerald LLP
McCann FitzGerald LLP
Page 15/16
Schedule
The Documents
| 2. |
Underwriting Agreement (the “Underwriting Agreement”), attached to and incorporated therein to the Terms Agreement (together with the Underwriting Agreement, the “Terms
Agreement”) dated 5 March 2026 and entered into between, amongst others, the Issuer, the Guarantors (including the Companies) and the representatives of the several underwriters named therein.
|
Page 16/16
Exhibit 5.5
 |
CLIFFORD CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS
BELASTINGADVISEURS
DROOGBAK 1A
1013 GE AMSTERDAM
PO BOX 251
1000 AG AMSTERDAM
TEL +31 20 7119 000
FAX +31 20 7119 999
www.cliffordchance.com
|
|
Turlock B.V. Europalaan 202
7559 SC Hengelo The Netherlands (the “Company”)
|
Our ref: 80-441106765
Direct Dial: +31 (0)20 7119 340
E-mail: jurgen.vandermeer @cliffordchance.com
6 March 2026
|
Issue of $1,500,000,000 3.850% Notes due 2028, $1,500,000,000 3.950% Notes due 2029, $1,500,000,000 4.200% Notes due 2031, $1,000,000,000 4.500% Notes due 2033, $2,000,000,000 4.800% Notes due
2036, $1,000,000,000 5.450% Notes due 2056 by Eaton Corporation guaranteed by, among others, Eaton Corporation plc and Turlock B.V.
| 1. |
DESCRIPTION OF TRANSACTION / SCOPE OF OUR ROLE
|
| 1.1 |
We have acted as legal advisers (advocaten) in The Netherlands to Turlock B.V. of Europalaan 210, 7559 SC Hengelo, The Netherlands (the “Company”), in
relation to an issue by Eaton Corporation (the “Issuer”) of $1,500,000,000 3.850% Notes due 2028, $1,500,000,000 3.950% Notes due 2029, $1,500,000,000 4.200%
Notes due 2031, $1,000,000,000 4.500% Notes due 2033, $2,000,000,000 4.800% Notes due 2036, $1,000,000,000 5.450% Notes due 2056 (together, the “Notes”) and guaranteed by Eaton Corporation plc (the “Parent”) and certain subsidiaries of the Parent, including the Company (together with the Parent, the “Guarantors”). The Issuer intends to list the Notes on the New
York Stock Exchange and in connection with the issue of the Notes a preliminary prospectus supplement dated 4 March 2026 (the “Preliminary Prospectus Supplement”) and a prospectus supplement dated 4
March 2026 (the “Prospectus Supplement”, together with the Preliminary Prospectus Supplement, the “Prospectuses”) have been prepared.
|
|
CLIFFORD CHANCE LLP IS A LIMITED LIABILITY PARTNERSHIP REGISTERED IN ENGLAND AND WALES UNDER NUMBER 0C323571. THE FIRM’S REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS IS AT 10 UPPER BANK
STREET, LONDON, E14 5JJ. THE FIRM USES THE WORD “PARTNER” TO REFER TO A MEMBER OF CLIFFORD CHANCE LLP OR AN EMPLOYEE OR CONSULTANT WITH EQUIVALENT STANDING AND QUALIFICATIONS. CLIFFORD CHANCE LLP IS REGISTERED IN THE NETHERLANDS WITH THE
COMMERCIAL REGISTER OF THE CHAMBER OF COMMERCE UNDER NUMBER 34360401.
FOR OUR (NOTARIAL) THIRD PARTY ACCOUNT DETAILS, PLEASE SEE WWW.CLIFFORDCHANCE.COM/NLREGULATORY
|
-1-
| |
CLIFFORD CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS
BELASTINGADVISEURS
|
| 1.2 |
In connection with the issue of the Notes it is proposed that the Company as guarantor enters into the Indenture (as defined in the Schedule hereto).
|
| 1.3 |
We have not been involved in structuring, drafting or negotiating the Indenture, the Prospectuses or the Notes except to suggest amendments to the extent necessary for the purpose of this opinion. Accordingly, we assume no responsibility
for the adequacy of the Indenture, the Prospectuses or the Notes or for the appropriateness of any disclosures made in the Prospectuses (except to the extent expressly stated otherwise in this opinion letter).
|
| 1.4 |
This opinion letter is delivered to you as an exhibit to a Form 8-K filed on the date hereof in respect of the offer and sale of the Notes pursuant the registration statement on Form S-3 (Registration No. 333-281174-18), as amended from
time to time (the “Registration Statement”), which the Parent initially filed with the Securities and Exchange Commission (the “SEC”) on 1 August 2024 (the “Registration”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”). In this opinion letter capitalised
terms used without definition shall, unless the context otherwise requires, have the same meanings ascribed to them in the Schedule and Indenture. Headings in this opinion are for ease of reference only and shall not affect the
interpretation hereof and references to paragraphs or schedules are references to the relevant paragraph of or Schedule to this Opinion Letter, unless a contrary indication appears.
|
| 1.5 |
For the purpose of this opinion, where reference is made to the laws of The Netherlands or to The Netherlands in a geographical sense this should be read as a reference to:
|
| (a) |
the laws as in effect in that part of the Kingdom of the Netherlands (Koninkrijk der Nederlanden) that is located in Europe (Europees gedeelte van Nederland);
and
|
| (b) |
the geographical part of the Kingdom of the Netherlands that is located in Europe, excluding, for the avoidance of doubt, any overseas nations forming part of the Kingdom of the Netherlands (such as Aruba, Curacao and St. Maarten) and
any overseas special public bodies of the Kingdom of the Netherlands (such as Saba, St. Eustatius and Bonaire) and their respective laws and regulations.
|
-2-
| |
CLIFFORD CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS
BELASTINGADVISEURS
|
| 2. |
DOCUMENTS EXAMINED/RELIANCE
|
For the purposes of giving this opinion we have examined and relied upon an original, photostatic, facsimile or electronically scanned copy of the documents listed in the Schedule hereto.
| 3. |
ASSUMPTIONS
|
In examining and in describing the documents listed in the Schedule hereto and in giving this opinion we have, with your permission, assumed:
| 3.1 |
The genuineness of all signatures (including any electronic signatures) on all documents or on the originals thereof, the authenticity and completeness of all documents submitted as originals and the conformity of conformed, (photo)copy,
faxed, in portable document format (PDF) or other electronic form or specimen documents to the originals thereof;
|
| 3.2 |
that the Resolution and the Power of Attorney remain in full force and effect and unaltered and all matters stated in the Resolution and the Power of Attorney are true and accurate;
|
| 3.3 |
that entering into the Indenture and the performance of its obligations thereunder will sufficiently benefit the Company and are in its best corporate interest;
|
| 3.4 |
that there is no works council (ondernemingsraad), Dutch central works council (centrale ondernemingsraad) or European Works Council (Europese ondernemingsraad) with jurisdiction (and the authority to render advice) over the transactions as envisaged by the Indenture;
|
| 3.5 |
that there are no supplemental terms and conditions agreed between the parties to the Indenture that could affect or qualify our opinion as set out herein; and
|
| 3.6 |
that the respective managing directors of the Company do not have a conflict of interest with the Company in respect of the entering into, execution, delivery or performance of the Indenture.
|
| 4. |
SCOPE OF OUR REVIEW/MATTERS EXCLUDED
|
| 4.1 |
The Indenture is expressed to be governed by the laws of the State of New York. As Dutch lawyers we are not qualified to assess the meaning and consequences of the terms of the Indenture under its governing law and we have made no
investigation into such laws as a basis for the opinion expressed hereafter and do not express or imply any opinion thereon. Accordingly, our review of the Indenture has been limited to the terms of such documents as they appear on the face
thereof without reference to New York State law.
|
-3-
| |
CLIFFORD CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS
BELASTINGADVISEURS
|
| 4.2 |
We express no opinion:
|
| 4.2.1 |
as to any law other than the laws of The Netherlands in force as at the date hereof as applied and interpreted according to present published case law of The Netherlands courts, administrative rulings, the published policy guidelines of
and written and oral communications with The Netherlands Central Bank (De Nederlandsche Bank N.V.; “DNB”), the Netherlands Ministry of Finance (Ministerie van Financiën) and the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten; “AFM”)
and authoritative literature;
|
| 4.2.2 |
with regard to the effect of any systems of law (other than the laws of The Netherlands) even in cases where, under Netherlands law, any foreign law is applicable and we assume that any applicable law (other than Netherlands law) would
not affect or qualify our opinion as set out below;
|
| 4.2.3 |
on the tax laws of The Netherlands;
|
| 4.2.4 |
save as expressly stated below, on international law, including (without limitation) the rules of or promulgated under or by any bi- or multilateral treaty or treaty organisation (unless implemented in the laws of or directly applicable
in The Netherlands) or on any competition, anti-trust, state aid, anti-money laundering, data protection, market abuse or public procurement laws;
|
| 4.2.5 |
on any commercial, accounting, capital adequacy or other non-legal matter or on the ability of the Company to meet its respective financial or other obligations under the Indenture and this opinion letter does not discuss or confirm the
financial merits or the practical feasibility of the obligations envisaged in the Indenture; and
|
| 4.2.6 |
on the validity and enforceability of the obligations of the Company under the Indenture.
|
| 4.3 |
We assume no responsibility for and have not investigated or verified: (i) any statements of fact or the reasonableness of any statements of opinion contained in the Prospectuses or (ii) the appropriateness or accuracy of any disclosures
made in the Prospectuses or the accuracy of any facts, representations or warranties set out in any of the Indenture and the Prospectuses (with the exception of those matters on which we have specifically and expressly given our opinion).
To the extent that the accuracy of such facts, representations and warranties not so investigated or verified and of any facts stated in any of the documents listed herein (or orally confirmed) is relevant to the contents of this opinion,
we have assumed, with your permission, that such facts, representations and warranties were true and accurate and remain true and accurate.
|
-4-
| |
CLIFFORD CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS
BELASTINGADVISEURS
|
| 4.4 |
For the purpose of this opinion, other than to review the Indenture, we have not examined any contracts, instruments or other documents entered into by or affecting the Company or any corporate records of the Company and, although we
have made the enquiries stated in the Schedule hereto and in paragraph 5.1 below, we have not undertaken any factual investigations or made any other enquiries or searches concerning the Company and we have otherwise assumed that:
|
| 4.4.1 |
none of the managing directors of the Company has been disqualified to act as a managing director pursuant to article 106a of the Dutch Bankruptcy Act (Faillissementswet) or within the meaning of
articles 2:19c or 2:20a of the Dutch Civil Code;
|
| 4.4.2 |
none of the competent internal bodies of the Company have passed a resolution approving a voluntary winding-up of the Company (vereffening) or a merger (fusie) (as disappearing entity) or a de-merger (splitsing) (as disappearing entity);
|
| 4.4.3 |
the Company has not registered a declaration pursuant to article 370 Dutch Bankruptcy Act (Faillissementswet) and there is no court order imposing a stay period (afkoelingsperiode)
pursuant to article 376 Dutch Bankruptcy Act (Faillissementswet) or ratifying a public scheme of arrangement (homologatie van een onderhands openbaar akkoord)
pursuant to the Dutch Bankruptcy Act (Faillissementswet);
|
| 4.4.4 |
no petition has been presented to a court for the bankruptcy (faillissement), dissolution (ontbinding en vereffening) or moratorium of payments (surseance van betaling) of the Company;
|
| 4.4.5 |
no trustee, receiver, administrator (bewindvoerder) or other similar officer has been appointed in respect of the Company or any of its assets; and
|
| 4.4.6 |
none of the insolvency procedures listed in Annex A to Regulation (EC) No. 2015/848 of the Council on Insolvency Proceedings (as may be amended) (“EU Insolvency Procedures”) has been declared
applicable to the Company by a court in one of the member states of the EU (with the exception of Denmark), other than The Netherlands (although not constituting conclusive evidence, this is confirmed by the search referred to in paragraph
5.1 below).
|
-5-
| |
CLIFFORD CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS
BELASTINGADVISEURS
|
| 4.5 |
Where an assumption is stated to be made in this opinion, we have not made any investigation with respect to the matters that are the subject of such assumption and we express no views as to such matters.
|
| 5. |
OPINION
|
Based upon and subject to the foregoing and to the further qualifications set out below and subject to any factual matters, documents or events not disclosed to us by the parties concerned, having
regard to such legal considerations as we deem relevant, we are of the opinion that:
| 5.1 |
Corporate Status, Power and Capacity of the Company
|
| 5.1.1 |
The Company is registered as: (a) a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid); (b) incorporated on 9 January 2008; and (c) validly existing
under the laws of The Netherlands.
|
| 5.1.2 |
The Company has:
|
| (a) |
the corporate power and corporate authority to execute and deliver the Indenture and Dutch Guarantee and to undertake and to perform the obligations (and exercise its rights) expressed to be assumed by it therein; and
|
| (b) |
taken all internal corporate action required by its Articles of Association and by Dutch corporate law to approve and to authorise the execution and delivery of the Dutch Guarantee and the performance of its obligations under such Dutch
Guarantee.
|
| 5.1.3 |
An online search performed with the Central Insolvency Register (Centraal Insolventieregister) and the EU Insolvency Register (EU Insolventieregister)
referred to in articles 19a, 19b and 222b and 370 paragraph 4 of the Dutch Bankruptcy Act (Faillissementswet) has shown that the Company has not been declared bankrupt (failliet) or granted a moratorium of payments (surseance van betaling) prior to (but not including) the date hereof and that no EU Insolvency Procedures have been registered in
respect of the Company.
|
-6-
| |
CLIFFORD CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS
BELASTINGADVISEURS
|
| 5.1.4 |
The Dutch Chamber of Commerce (Kamer van Koophandel, the “Chamber”) has confirmed to us by telephone that:
|
| (a) |
the Company has not registered a voluntary winding-up resolution;
|
| (b) |
the Chamber is not itself taking any steps to have the Company dissolved;
|
| (c) |
it has not registered an order placing any assets of the Company under administration (onderbewindstelling); and
|
| (d) |
there is no registration of any order by the Court of first instance (Rechtbank) of Amsterdam for the dissolution (ontbinding en vereffening) of the
Company.
|
| 5.1.5 |
The searches and enquiries referred to above do not determine conclusively whether or not the matters or events enquired after have occurred or not.
|
| 6. |
QUALIFICATIONS
|
The opinions expressed above are subject to the following qualifications:
| 6.1 |
Netherlands substantive law does not have a concept or doctrine identical to the Anglo-American concept of “trust”; nevertheless any trust validly created under its governing law by the Indenture will be recognised by the courts of The
Netherlands in accordance with, and subject to the limitations of, the rules of The Hague Convention on the Law Applicable to Trusts and on their Recognition;
|
| 6.2 |
in issuing this opinion we do not assume any obligation to notify or inform you of any developments subsequent to its date that might render its content untrue or inaccurate in whole or in part at such time; and
|
| 6.3 |
no part of this opinion is to be read as a statement that all the procedures of the courts of the State of New York (such as discovery of documents or the compulsion of witnesses by subpoena) will be available against the Company.
|
| 7. |
RELIANCE
|
This opinion:
| 7.1.1 |
expresses and describes Netherlands legal concepts in English and not in their original Dutch terms; therefore, this opinion is issued and may only be relied upon on the express condition that it shall be governed by, and that all words
and expressions used herein shall be construed and interpreted in accordance with, the laws of The Netherlands;
|
-7-
| |
CLIFFORD CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS
BELASTINGADVISEURS
|
| 7.1.2 |
speaks as of 09.00 a.m. Amsterdam time on the date stated above;
|
| 7.1.3 |
is strictly limited to the matters set forth herein and no opinion may be inferred or implied beyond that expressly stated;
|
| 7.1.4 |
is an exhibit to a Current Report on Form 8-K, which Form 8-K will be incorporated by reference into the Registration Statement and may be relied upon for the purpose of the Registration.
|
| 7.1.6 |
may be filed by the Company as an exhibit to a Current Report on Form 8-K, which Form 8-K will be incorporated by reference into the Registration Statement, and to the reference to us under the caption ‘‘Legal Matters’’ in the
prospectuses supplement which is a part of the Registration Statement. The previous sentence is no admittance from us or Clifford Chance LLP that we are or Clifford Chance LLP is in the category of persons whose consent for the filing and
reference in that paragraph is required under Section 7 of the Securities Act or any rules or regulations of the SEC promulgated under it.
|
On behalf of Clifford Chance, LLP
/s/ J.L.J.M van der Meer
J.L.J.M. van der Meer
(advocaat)
Clifford Chance LLP
-8-
| |
CLIFFORD CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS
BELASTINGADVISEURS
|
SCHEDULE 1
DOCUMENTS
| 1. |
Corporate Documents
|
| 1.1 |
an extract (uittreksel) dated 25 February 2026 from the Commercial Register of the Chamber under number 08169375 relating to the Company, confirmed to us by the Chamber by telephone on the time
and date hereof to have remained unaltered since that date in all respects material for the purpose of this opinion (the “Extract”); and
|
| 1.2 |
the articles of association (statuten) of the Company dated 11 January 2018, which are the currently effective articles of association according to the extract referred to in 1.1 above (the “Articles of Association”).
|
| 2. |
Corporate Resolution and Power of Attorney
|
A signed written resolution of the management board of the Company, dated 5 March 2026, approving, amongst others, the entering into the Indenture by the Company and the transactions contemplated
thereby and granting a power of attorney to each director (bestuurder) of the Company (each an “Attorney”), acting jointly, inter
alia, to sign, execute and deliver the Indenture (the “Power of Attorney”) (the “Resolution”).
| 3. |
Documents
|
| 3.1 |
a fourth supplemental indenture in relation to the Notes dated 6 March 2026 and entered into between, amongst others, the Issuer, each of the guarantors thereto (including the Company) and The Bank of New York Mellon Trust Company, N.A.
as the trustee (the “Fourth Supplemental Indenture”); and
|
| 3.2 |
a base indenture dated 9 May 2025 and entered into between, amongst others, the Issuer, each of the guarantors thereto (including the Company) and The Bank of New York Mellon Trust Company, N.A. as the trustee (the “Base Indenture” and together with the Fourth Supplemental Indenture, the ‘‘Indenture’’)
including, inter alia, the guarantee of the Notes (to the extent applicable to (granted by) the Company (the “Dutch Guarantee”).
|
-9-
Exhibit 5.6
| |
CLIFFORD CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS
BELASTINGADVISEURS
DROOGBAK 1A
1013 GE AMSTERDAM
PO BOX 251
1000 AG AMSTERDAM
TEL +31 20 7119 000
FAX +31 20 7119 999
www.cliffordchance.com
|
|
Turlock B.V. Europalaan 202
7559 SC Hengelo The Netherlands (the “Company”)
|
Our ref: 80-441106765
Direct Dial: +31 (0)20 7119 340
E-mail: jurgen.vandermeer @cliffordchance.com
10 March 2026
|
Issue of €600,000,000 3.550% Guaranteed Notes due 2034 and €600,000,000 4.000% Guaranteed Notes due 2038 by Eaton Capital
Unlimited Company guaranteed by, among others, Eaton Corporation plc and Turlock B.V.
|
1.
|
DESCRIPTION OF TRANSACTION / SCOPE OF OUR ROLE
|
|
1.1
|
We have acted as legal advisers (advocaten) in The Netherlands to Turlock B.V.
of Europalaan 210, 7559 SC Hengelo, The Netherlands (the “Company”), in relation to an issue by Eaton Capital Unlimited Company (the “Issuer”) of €600,000,000 3.550% Guaranteed Notes due 2034 and €600,000,000 4.000% Guaranteed Notes due 2038 (together, the “Notes”) and guaranteed by Eaton Corporation plc (the “Parent”) and certain subsidiaries of the Parent, including
the Company (together with the Parent, the “Guarantors”). The Issuer intends to list the Notes on the New York Stock Exchange and in connection with the
issue of the Notes a preliminary prospectus supplement dated 5 March 2026 (the “Preliminary Prospectus Supplement”) and a prospectus supplement dated 5
March 2026 (the “Prospectus Supplement”) to the base prospectus dated 1 August 2024 (the “Base Prospectus” and, together with the Preliminary Prospectus Supplement and the Prospectus Supplement, the “Prospectuses”)
have been prepared.
|
|
1.2
|
In connection with the issue of the Notes it is proposed that the Company as guarantor enters into the Indenture (as defined in the Schedule hereto).
|
|
1.3
|
We have not been involved in structuring, drafting or negotiating the Indenture, the Prospectuses or the Notes except to suggest amendments to the extent
necessary for the purpose of this opinion. Accordingly, we assume no responsibility for the adequacy of the Indenture, the Prospectuses or the Notes or for the appropriateness of any disclosures made in the Prospectuses (except to the
extent expressly stated otherwise in this opinion letter).
|
|
1.4
|
This opinion letter is delivered to you as an exhibit to a Form 8-K filed on the date hereof in respect of the offer and sale of the Notes pursuant the
registration statement on Form S-3 (Registration No. 333-281174-18), as amended from time to time (the “Registration Statement”), which the Parent
initially filed with the Securities and Exchange Commission (the “SEC”) on 1 August 2024 (the “Registration”) under the Securities Act of 1933, as amended, and the rules and regulations thereunder (the “Securities Act”).
In this opinion letter capitalised terms used without definition shall, unless the context otherwise requires, have the same meanings ascribed to them in the Schedule and Indenture. Headings in this opinion are for ease of reference
only and shall not affect the interpretation hereof and references to paragraphs or schedules are references to the relevant paragraph of or Schedule to this Opinion Letter, unless a contrary indication appears.
|
|
1.5
|
For the purpose of this opinion, where reference is made to the laws of The Netherlands or to The Netherlands in a geographical sense this should be read as a
reference to:
|
| (a) |
the laws as in effect in that part of the Kingdom of the Netherlands (Koninkrijk der Nederlanden) that
is located in Europe (Europees gedeelte van Nederland); and
|
| (b) |
the geographical part of the Kingdom of the Netherlands that is located in Europe, excluding, for the avoidance of doubt, any overseas nations forming part of the Kingdom of the
Netherlands (such as Aruba, Curacao and St. Maarten) and any overseas special public bodies of the Kingdom of the Netherlands (such as Saba, St. Eustatius and Bonaire) and their respective laws and regulations.
|
|
CLIFFORD CHANCE LLP IS A LIMITED LIABILITY PARTNERSHIP REGISTERED IN ENGLAND AND WALES UNDER NUMBER 0C323571. THE FIRM’S REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS IS AT 10 UPPER
BANK STREET, LONDON, E14 5JJ. THE FIRM USES THE WORD “PARTNER” TO REFER TO A MEMBER OF CLIFFORD CHANCE LLP OR AN EMPLOYEE OR CONSULTANT WITH EQUIVALENT STANDING AND QUALIFICATIONS. CLIFFORD CHANCE LLP IS REGISTERED IN THE NETHERLANDS
WITH THE COMMERCIAL REGISTER OF THE CHAMBER OF COMMERCE UNDER NUMBER 34360401.
FOR OUR (NOTARIAL) THIRD PARTY ACCOUNT DETAILS, PLEASE SEE WWW.CLIFFORDCHANCE.COM/NLREGULATORY
|
-1-
 |
CLIFFORD CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS
BELASTINGADVISEURS
|
|
2.
|
DOCUMENTS EXAMINED/RELIANCE
|
For the purposes of giving this opinion we have examined and relied upon an original, photostatic, facsimile or electronically scanned
copy of the documents listed in the Schedule hereto.
|
3.
|
ASSUMPTIONS
|
In examining and in describing the documents listed in the Schedule hereto and in giving this opinion we have, with your permission,
assumed:
|
3.1
|
The genuineness of all signatures (including any electronic signatures) on all documents or on the originals thereof, the authenticity and completeness of all
documents submitted as originals and the conformity of conformed, (photo)copy, faxed, in portable document format (PDF) or other electronic form or specimen documents to the originals thereof;
|
|
3.2
|
that the Resolution and the Power of Attorney remain in full force and effect and unaltered and all matters stated in the Resolution and the Power of Attorney are
true and accurate;
|
|
3.3
|
that entering into the Indenture and the performance of its obligations thereunder will sufficiently benefit the Company and are in its best corporate interest;
|
|
3.4
|
that there is no works council (ondernemingsraad), Dutch central works council
(centrale ondernemingsraad) or European Works Council (Europese
ondernemingsraad) with jurisdiction (and the authority to render advice) over the transactions as envisaged by the Indenture;
|
|
3.5
|
that there are no supplemental terms and conditions agreed between the parties to the Indenture that could affect or qualify our opinion as set out herein; and
|
|
3.6
|
that the respective managing directors of the Company do not have a conflict of interest with the Company in respect of the entering into, execution, delivery or
performance of the Indenture.
|
|
4.1
|
The Indenture is expressed to be governed by the laws of the State of New York. As Dutch lawyers we are not qualified to assess the meaning and consequences of
the terms of the Indenture under its governing law and we have made no investigation into such laws as a basis for the opinion expressed hereafter and do not express or imply any opinion thereon. Accordingly, our review of the Indenture
has been limited to the terms of such documents as they appear on the face thereof without reference to New York State law.
|
-2-
|
CLIFFORD CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS
BELASTINGADVISEURS
|
|
4.2
|
We express no opinion:
|
|
4.2.1
|
as to any law other than the laws of The Netherlands in force as at the date hereof as applied and interpreted according to present published case law of The
Netherlands courts, administrative rulings, the published policy guidelines of and written and oral communications with The Netherlands Central Bank (De
Nederlandsche Bank N.V.; “DNB”), the Netherlands Ministry of Finance (Ministerie
van Financiën) and the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten; “AFM”) and authoritative literature;
|
|
4.2.2
|
with regard to the effect of any systems of law (other than the laws of The Netherlands) even in cases where, under Netherlands law, any foreign law is applicable
and we assume that any applicable law (other than Netherlands law) would not affect or qualify our opinion as set out below;
|
|
4.2.3
|
on the tax laws of The Netherlands;
|
|
4.2.4
|
save as expressly stated below, on international law, including (without limitation) the rules of or promulgated under or by any bi- or multilateral treaty or
treaty organisation (unless implemented in the laws of or directly applicable in The Netherlands) or on any competition, anti-trust, state aid, anti-money laundering, data protection, market abuse or public procurement laws;
|
|
4.2.5
|
on any commercial, accounting, capital adequacy or other non-legal matter or on the ability of the Company to meet its respective financial or other obligations
under the Indenture and this opinion letter does not discuss or confirm the financial merits or the practical feasibility of the obligations envisaged in the Indenture; and
|
|
4.2.6
|
on the validity and enforceability of the obligations of the Company under the Indenture.
|
|
4.3
|
We assume no responsibility for and have not investigated or verified: (i) any statements of fact or the reasonableness of any statements of opinion contained in
the Prospectuses or (ii) the appropriateness or accuracy of any disclosures made in the Prospectuses or the accuracy of any facts, representations or warranties set out in any of the Indenture and the Prospectuses (with the exception of
those matters on which we have specifically and expressly given our opinion). To the extent that the accuracy of such facts, representations and warranties not so investigated or verified and of any facts stated in any of the documents
listed herein (or orally confirmed) is relevant to the contents of this opinion, we have assumed, with your permission, that such facts, representations and warranties were true and accurate and remain true and accurate.
|
-3-
|
CLIFFORD CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS
BELASTINGADVISEURS
|
|
4.4
|
For the purpose of this opinion, other than to review the Indenture, we have not examined any contracts, instruments or other documents entered into by or affecting the
Company or any corporate records of the Company and, although we have made the enquiries stated in the Schedule hereto and in paragraph 5.1 below, we have not undertaken any factual investigations or made any other enquiries or
searches concerning the Company and we have otherwise assumed that:
|
|
4.4.1
|
none of the managing directors of the Company has been disqualified to act as a managing director pursuant to article 106a of the Dutch Bankruptcy Act (Faillissementswet) or within the meaning of articles 2:19c or 2:20a of the Dutch Civil Code;
|
|
4.4.2
|
none of the competent internal bodies of the Company have passed a resolution approving a voluntary winding-up of the Company (vereffening) or a merger (fusie) (as disappearing entity) or a de-merger (splitsing) (as disappearing entity);
|
|
4.4.3
|
the Company has not registered a declaration pursuant to article 370 Dutch Bankruptcy Act (Faillissementswet) and there is no court order imposing a stay period (afkoelingsperiode) pursuant to article 376 Dutch Bankruptcy Act
(Faillissementswet) or ratifying a public scheme of arrangement (homologatie
van een onderhands openbaar akkoord) pursuant to the Dutch Bankruptcy Act (Faillissementswet);
|
|
4.4.4
|
no petition has been presented to a court for the bankruptcy (faillissement),
dissolution (ontbinding en vereffening) or moratorium of payments (surseance
van betaling) of the Company;
|
|
4.4.5
|
no trustee, receiver, administrator (bewindvoerder) or other similar officer
has been appointed in respect of the Company or any of its assets; and
|
|
4.4.6
|
none of the insolvency procedures listed in Annex A to Regulation (EC) No. 2015/848 of the Council on Insolvency Proceedings (as may be amended) (“EU Insolvency Procedures”) has been declared applicable to the Company by a court in one of the member states of the EU (with the exception of Denmark), other
than The Netherlands (although not constituting conclusive evidence, this is confirmed by the search referred to in paragraph 5.1 below).
|
-4-
|
CLIFFORD CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS
BELASTINGADVISEURS
|
|
4.5
|
Where an assumption is stated to be made in this opinion, we have not made any investigation with respect to the matters that are the subject of such assumption
and we express no views as to such matters.
|
|
5.
|
OPINION
|
Based upon and subject to the foregoing and to the further qualifications set out below and subject to any factual matters, documents or
events not disclosed to us by the parties concerned, having regard to such legal considerations as we deem relevant, we are of the opinion that:
|
5.1.1
|
The Company is registered as: (a) a private company with limited liability (besloten
vennootschap met beperkte aansprakelijkheid); (b) incorporated on 9 January 2008; and (c) validly existing under the laws of The Netherlands.
|
|
5.1.2
|
The Company has:
|
|
(a)
|
the corporate power and corporate authority to execute and deliver the Indenture and Dutch Guarantee and to undertake and to perform the obligations (and exercise
its rights) expressed to be assumed by it therein; and
|
|
(b)
|
taken all internal corporate action required by its Articles of Association and by Dutch corporate law to approve and to authorise the execution and delivery of
the Dutch Guarantee and the performance of its obligations under such Dutch Guarantee.
|
|
5.1.3
|
An online search performed with the Central Insolvency Register (Centraal
Insolventieregister) and the EU Insolvency Register (EU Insolventieregister) referred to in articles 19a, 19b and 222b and 370 paragraph 4 of
the Dutch Bankruptcy Act (Faillissementswet) has shown that the Company has not been declared bankrupt (failliet) or granted a moratorium of payments (surseance van betaling) prior to (but not including) the date
hereof and that no EU Insolvency Procedures have been registered in respect of the Company.
|
-5-
|
CLIFFORD CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS
BELASTINGADVISEURS
|
|
5.1.4
|
The Dutch Chamber of Commerce (Kamer van Koophandel, the “Chamber”) has confirmed to us by telephone that:
|
|
(a)
|
the Company has not registered a voluntary winding-up resolution;
|
|
(b)
|
the Chamber is not itself taking any steps to have the Company dissolved;
|
|
(c)
|
it has not registered an order placing any assets of the Company under administration (onderbewindstelling);
and
|
|
(d)
|
there is no registration of any order by the Court of first instance (Rechtbank)
of Amsterdam for the dissolution (ontbinding en vereffening) of the Company.
|
|
5.1.5
|
The searches and enquiries referred to above do not determine conclusively whether or not the matters or events enquired after have occurred or not.
|
|
6.
|
QUALIFICATIONS
|
The opinions expressed above are subject to the following qualifications:
|
6.1
|
Netherlands substantive law does not have a concept or doctrine identical to the Anglo-American concept of “trust”; nevertheless any trust validly created under
its governing law by the Indenture will be recognised by the courts of The Netherlands in accordance with, and subject to the limitations of, the rules of The Hague Convention on the Law Applicable to Trusts and on their Recognition;
|
|
6.2
|
in issuing this opinion we do not assume any obligation to notify or inform you of any developments subsequent to its date that might render its content untrue or
inaccurate in whole or in part at such time; and
|
|
6.3
|
no part of this opinion is to be read as a statement that all the procedures of the courts of the State of New York (such as discovery of documents or the
compulsion of witnesses by subpoena) will be available against the Company.
|
|
7.
|
RELIANCE
|
This opinion:
|
7.1.1
|
expresses and describes Netherlands legal concepts in English and not in their original Dutch terms; therefore, this opinion is issued and may only be relied upon
on the express condition that it shall be governed by, and that all words and expressions used herein shall be construed and interpreted in accordance with, the laws of The Netherlands;
|
-6-
|
CLIFFORD CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS
BELASTINGADVISEURS
|
|
7.1.2
|
speaks as of 09.00 a.m. Amsterdam time on the date stated above;
|
|
7.1.3
|
is strictly limited to the matters set forth herein and no opinion may be inferred or implied beyond that expressly stated;
|
|
7.1.4
|
is an exhibit to a Current Report on Form 8-K, which Form 8-K will be incorporated by reference into the Registration Statement and may be relied upon for the
purpose of the Registration.
|
|
7.1.6
|
may be filed by the Company as an exhibit to a Current Report on Form 8-K, which Form 8-K will be incorporated by reference into the Registration Statement, and
to the reference to us under the caption ‘‘Legal Matters’’ in the prospectuses supplement which is a part of the Registration Statement. The previous sentence is no admittance from us or Clifford Chance LLP that we are or Clifford
Chance LLP is in the category of persons whose consent for the filing and reference in that paragraph is required under Section 7 of the Securities Act or any rules or regulations of the SEC promulgated under it.
|
On behalf of Clifford Chance, LLP
/s/ J.L.J.M van der Meer
J.L.J.M. van der Meer
(advocaat)
Clifford Chance LLP
-7-
|
CLIFFORD CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS
BELASTINGADVISEURS
|
SCHEDULE 1
DOCUMENTS
DOCUMENTS
|
1.
|
Corporate Documents
|
|
1.1
|
an extract (uittreksel) dated 25 February 2026 from the Commercial Register of
the Chamber under number 08169375 relating to the Company, confirmed to us by the Chamber by telephone on the time and date hereof to have remained unaltered since that date in all respects material for the purpose of this opinion (the
“Extract”); and
|
|
1.2
|
the articles of association (statuten) of the Company dated 11 January 2018,
which are the currently effective articles of association according to the extract referred to in 1.1 above (the “Articles of Association”).
|
|
2.
|
Corporate Resolution and Power of Attorney
|
A signed written resolution of the management board of the Company, dated 5 March 2026, approving, amongst others, the entering into the
Indenture by the Company and the transactions contemplated thereby and granting a power of attorney to each director (bestuurder) of the Company (each an “Attorney”), acting jointly, inter alia, to sign, execute and deliver the Indenture
(the “Power of Attorney”) (the “Resolution”).
|
3.
|
Documents
|
|
3.1
|
a third supplemental indenture in relation to the Notes dated 10 March 2026 and entered into between, amongst others, the Issuer, each of the guarantors thereto
(including the Company) and The Bank of New York Mellon Trust Company, N.A. as the trustee (the “Third Supplemental Indenture”); and
|
|
3.2
|
a base indenture dated 9 May 2025 and entered into between, amongst others, the Issuer, each of the guarantors thereto (including the Company) and The Bank of New
York Mellon Trust Company, N.A. as the trustee (the “Base Indenture” and
together with the Third Supplemental Indenture, the ‘‘Indenture’’)
including, inter alia, the guarantee of the Notes (to the extent applicable to (granted by) the Company (the “Dutch Guarantee”).
|
-8-
Exhibit 5.7
Luxembourg, 6 March 2026
Eaton Controls (Luxembourg) S.à r.l.
12, rue Eugène Ruppert,
L-2453 Luxembourg,
Grand Duchy of Luxembourg
Eaton Technologies (Luxembourg) S.à r.l.
12, rue Eugène Ruppert,
L-2453 Luxembourg,
Grand Duchy of Luxembourg
(the “Addressees”)
Dear Sir, dear Madam,
| 1. |
We have acted as legal counsel in the Grand Duchy of Luxembourg (“Luxembourg”) to (i) Eaton Controls (Luxembourg) S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under
the laws of the Grand Duchy of Luxembourg (“Luxembourg”), having its registered office at 12, rue Eugène Ruppert, L-2453 Luxembourg, Luxembourg and registered with the
Luxembourg trade and companies register (Registre de commerce et des sociétés, Luxembourg) (the “Register”)
under number B9145 (“Eaton Controls”) and (ii) Eaton Technologies (Luxembourg) S.à r.l., a
private limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at 12, rue Eugène Ruppert,
L-2453 Luxembourg, Luxembourg and registered with the Register under number B172818 (“Eaton Technologies” and together with Eaton Controls, the “Companies” and each a “Company”) in connection with the offering (the “Offering”) of (a) $1,500,000,000 3.850% Notes due 2028, (b) $1,500,000,000 3.950% Notes due 2029, (c) $1,500,000,000 4.200% Notes due 2031, (d) $1,000,000,000 4.500% Notes due 2033, (e)
$2,000,000,000 4.800% Notes due 2036, and (f) $1,000,000,000 5.450% Notes due 2056(the “Notes”) by Eaton Corporation and the entry into the agreements listed in
paragraphs 2(g) through 2(i) below (the “Agreements”).
|
Capitalised terms used and not otherwise defined herein shall have the meaning given to them in the registration statement on Form S-3ASR under the
Securities Act of 1933, as amended (the “Securities Act”), filed with the Securities and Exchange Commission (the “Commission”) on 1 August 2024 (File No. 333-281174), including the information deemed to be a part of the registration statement pursuant to Rule 430A under the Securities Act (the “Registration Statement”).
 |
| 2. |
For the purposes of this legal opinion, we have examined, to the exclusion of any other document, the following documents (the “Documents”):
|
| (a) |
a copy of the consolidated articles of association (statuts coordonnés) of Eaton Controls as at 29 December 2023 (the “Eaton Controls Articles”);
|
| (b) |
a copy of the consolidated articles of association (statuts coordonnés) of Eaton Technologies as at 9 February 2018 (the “Eaton Technologies Articles” and together with the Eaton Controls Articles, the “Articles”);
|
| (c) |
an excerpt of the Register pertaining to each Company dated 5 March 2026;
|
| (d) |
electronic copies of certificates of non-registration of a judicial decision or an administrative dissolution without liquidation (certificat
de non-inscription d’une décision judiciaire ou de dissolution administrative sans liquidation) issued by the Luxembourg Insolvency Register (Registre de
l’insolvabilité) (the “Insolvency Register”) pertaining to each Company dated 5 March 2026 (the “Negative Certificates”) confirming that on the day immediately prior to the date of issuance of the Negative Certificates, there were no records at the Insolvency Register of any court order regarding any Company, amongst
others, a (i) bankruptcy adjudication, (ii) reprieve from payment (sursis de paiement), (iii) judicial reorganisation (réorganisation judiciaire), or (iv) administrative dissolution without liquidation (dissolution administrative sans liquidation);
|
| (e) |
a PDF copy of the executed
written resolutions taken by the board of managers of Eaton Controls on 5 March 2026 (the “March 2026 Eaton Controls Resolutions”);
|
| (f) |
a PDF copy of the executed written resolutions taken by the board of managers of Eaton Technologies on 5 March 2026 (the “March 2026 Eaton Technologies Resolutions” and together with the March
2026 Eaton Controls Resolutions, the “Resolutions”);
|
| (g) |
an executed copy of a New York State law governed third supplemental indenture in relation to the Notes dated 6 March 2026 and entered into between, Eaton Corporation, certain other companies
(including the Companies) as guarantors and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Third Supplemental Indenture”); and
|
| (h) |
a PDF copy of the New York state law governed terms agreement containing the underwriting agreement and including the terms agreement in relation securities dated 4 March 2026 and entered into
between Eaton Corporation, certain other companies (including the Companies) as guarantors and the underwriters thereto (the “Underwriting Agreement”).
|
The term “Agreements” includes, for the purposes of Schedule A and Schedule B, any document in connection therewith.
We have not reviewed any other document than the Documents. Except as stated expressly herein, we have not examined any other agreements,
arrangements, instruments or other documents affecting, directly or indirectly, either the parties to the Documents or the Documents, nor have we made any other enquiries concerning any of the parties.
Nothing in this legal opinion should be construed as implying that we are familiar with the affairs of any party to the Agreements or any of their
affiliates and this legal opinion is based solely on the Documents. We assume no responsibility for the investigation or verification of any statements of facts or the reasonableness of any assumption or statement of opinion (including, without
limitation, as to any representations and warranties and as to the solvency of any party to the Agreements), without prejudice to the opinions expressed below in this legal opinion.
|
|
| 3. |
This legal opinion speaks as of its date and is confined to and is given solely on the basis of the laws of Luxembourg as presently in force. We do not purport to be experts on, or generally
familiar with, any law other than the laws of Luxembourg. Accordingly, we express no opinion herein with regard to any system of law other than the laws of Luxembourg in force at the date hereof, as currently published, and as interpreted
and applied in published case law of Luxembourg courts.
|
This legal opinion expresses and describes Luxembourg legal concepts in English and not in their original French or German form. Luxembourg legal
concepts expressed in English are to be construed in accordance with the Luxembourg legal concepts to which they refer. It cannot be excluded that due to the differences of legal systems, some words or phrases may have different connotations than
the French or German words or phrases would have.
Furthermore, we have not been instructed to review or opine on any matter with respect to and we express no opinion as to and, assume that the
opinions herein are not affected by (i) the capacity, power or existence of any party to the Agreements (other than the Companies), (ii) the due execution of the Agreements (other than by the Companies), (iii) the legality, validity, enforceability
or admissibility in evidence of the Agreements, (iv) any liability to tax, which may arise or be suffered as a result of, or in connection with, any of the Documents or their execution, creation, issue, performance or enforcement, (v) any public
international law or the rules of, or promulgated under, any treaty or by any treaty organisation, except to the extent it would have any direct effect under Luxembourg law, or (vi) on the laws of any jurisdiction other than Luxembourg.
No opinion is given that the future or continued performance of the obligations of any of the parties to the Agreements or the consummation of the
transactions contemplated in the Agreements will not contravene Luxembourg law if such law is altered after the date hereof. We assume no obligation to advise any party or person of any changes of law or fact which occur after the date of this
legal opinion, even if such change may affect the legal analysis, legal conclusions or information contained in this legal opinion.
| 4. |
Based upon the assumptions set out in Schedule A and subject to the qualifications set out in Schedule B, and subject to any matters not disclosed to us, we are, as at the date hereof, of the following opinion:
|
Status, power, authority and authorization
| (a) |
Each Company has been incorporated for an unlimited duration and legally exists as a private limited liability company (société à
responsabilité limitée) under the laws of Luxembourg.
|
| (b) |
Each Company has the corporate power and authority to enter into the Agreements and to perform its obligations thereunder.
|
| (c) |
Each Company has taken all necessary corporate actions to authorise the entry into the Agreements and the performance of its obligations thereunder.
|
Due execution
| (d) |
The Agreements have been duly executed on behalf of each Company.
|
Negative Certificates
| (e) |
According to the Negative Certificates, on the day immediately prior to the date of issuance of the Negative Certificates, no court order or decision was recorded with the Insolvency Register
pursuant to which each Company had been adjudicated bankrupt (faillite) or become subject to, or benefited from, a reprieve from payment (sursis de paiement), judicial liquidation, judicial appointment of a temporary administrator, or proceedings of administrative dissolution without liquidation (dissolution administrative sans liquidation).
|
|
|
No conflict
| (f) |
Neither the entry by the Companies into the Agreements, nor the performance by any Company of its obligations thereunder, conflict with any provision of the Articles or the Luxembourg act dated 10
August 1915 on commercial companies, as amended (the “Luxembourg Companies Act”).
|
| 5. |
We have given this legal opinion solely for the benefit of the Addressees in connection with the Registration Statement and the Agreements.
|
This legal opinion may not, without our prior written consent, be relied upon for any other purpose nor be relied upon by any other persons except
for the persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. This legal opinion may not be disclosed without prior written consent except that we hereby consent to the filing of this legal opinion with the
Commission as an exhibit to the Registration Statement and to the reference to our firm contained under the heading “Legal Opinions” in the prospectus included therein. In giving such consent we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
| 6. |
Any Addressee who is entitled to, and does rely on this legal opinion agrees that, to the fullest extent permitted by law (and except in case of willful misconduct or fraud), there is no assumption
of personal duty of care, and such person will not bring any personal claim against any individual who is a representative of, proxyholder of, partner of, members of, manager of, employee or consultant of, White & Case LLP, White &
Case S.à r.l. or any other White & Case undertaking.
|
| 7. |
This legal opinion is strictly limited to the matters stated herein and may not be read or construed as extending by implication to any matters not specifically referred to. The schedules to this
legal opinion form an integral part of this legal opinion.
|
| 8. |
This legal opinion is to be governed by and construed in accordance with Luxembourg law, as at the date of this legal opinion, and any disputes relating to it shall be of the exclusive jurisdiction
of the competent courts of the city of Luxembourg. In particular, but without limitation, it may only be relied upon under the express condition that any issues of interpretation or liability arising hereunder will be governed by Luxembourg
law and be exclusively brought before the competent courts of the city of Luxembourg.
|
|
|
Yours sincerely,
White & Case S.à r.l.
|
|
Schedule A – Assumptions
For the purposes of this legal opinion, we have assumed, and we have not verified independently, with your consent:
| 1. |
the completeness and conformity to the originals of all documents purporting to be copies of originals, the authenticity of all documents submitted to us as copies, received by us by telefax or
through electronic transmission or submitted to us as conformed, certified or photo static copies or photocopies and the authenticity of the originals thereof and the genuineness of all signatures (whether handwritten or electronic), seals
and stamps;
|
| 2. |
that all documents submitted to us have been executed by the persons whose names are indicated thereon as being the names of the signatories (and that such persons had the general legal capacity to
execute these documents);
|
| 3. |
that the Agreements have in fact been signed on behalf of each Company by the persons empowered in the relevant Resolutions;
|
| 4. |
that the place of the central administration (siège de l’administration centrale), the principal place of business (principal établissement) and the centre of main interests (as referred to in Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on
insolvency proceedings (recast) (the “EU Insolvency Regulation”)) of each Company are located at the place of its registered office (siège statutaire) in Luxembourg and none of the Companies has an establishment (as such term is defined in the EU Insolvency Regulation) outside Luxembourg;
|
| 5. |
that neither of the Companies does, or is deemed to carry out an activity in the financial sector on a professional basis as referred to in the Luxembourg act dated 5 April 1993 relating to the
financial sector, as amended or an activity requiring the holding of a business license under the Luxembourg act dated 2 September 2011 relating to the establishment of a certain business and business licence;
|
| 6. |
that each Company complies with the provisions of the Luxembourg act dated 31 May 1999 concerning the domiciliation of companies, as amended;
|
| 7. |
that the Articles have not been amended since the date referred to in paragraphs 2(a) and 2(b);
|
| 8. |
that the Agreements and all other agreements referred to therein represent and contain the entirety of the transaction entered into by the parties thereto and the absence of any other arrangements
between any of the parties to the Agreements which modify or supersede any of the terms of the Agreements and, in particular, that there is no “side-letter” entered into by the parties regarding this transaction and which would be material
to this legal opinion;
|
| 9. |
that each party to the Agreements (other than the Companies) is duly incorporated or organised and validly existing;
|
| 10. |
that all parties have acted in good faith in connection with the Agreements, that there is no illicit cause (cause illicite)
in relation to the Agreements, that there is neither fraud (dol), duress (violence), mistake (erreur) or inadequacy (lésion) on the part of any of the parties to the Agreements, their
respective directors, employees, agents and advisers; that there has been no material mistake of fact or misunderstanding, duress or undue influence in connection with the negotiation, execution or delivery of the Agreements;
|
| 11. |
the truth, accuracy and completeness at all relevant times of each of the statements and matters of fact, relied upon, assumed herein, or contained in the Agreements;
|
| 12. |
that all agreed conditions to the effectiveness of the Agreements have been or will be satisfied;
|
|
|
| 13. |
that all of the representations and warranties (except to the extent opined upon in this legal opinion) given by any of the parties to the Agreements are, and will be, when made or repeated or when
deemed made or repeated (as the case may be), and were at all relevant times, true and accurate and that any representation or warranty given by any of the parties to the Agreements that it is not aware of or has no notice of any act,
matter, thing or circumstance means that the same does not exist or has not occurred;
|
| 14. |
the due compliance with all matters under any applicable law other than Luxembourg law (including, without limitation, the obtaining of the necessary consents, licenses, approvals and authority,
the making of the necessary filings, registrations and notifications, and the payment of stamp duties and other documentary taxes and charges), as may relate to the Agreements or the parties to the Agreements or other persons affected
thereby or for the performance or enforcement by or against the parties or such other persons of their obligations or rights as they are to be performed or enforced, as the case may be;
|
| 15. |
that each party to the Agreements (other than the Companies) has the capacity, power and authority to enter into and to exercise its rights and to perform its obligations under the Agreements to
which it is a party;
|
| 16. |
that each party to the Agreements (other than the Companies) has duly authorised, executed and delivered the Agreements to which it is a party;
|
| 17. |
that the consent of any person (other than the Companies), authority, or governmental agency which is required under any applicable law other than Luxembourg law in relation to the execution and
delivery of the Agreements and the performance and observation of the terms thereof by the parties has been obtained on the date of this legal opinion and none of these transactions will infringe the terms of, or constitute a default under,
any rule of law (including any rule of public policy) of any jurisdiction (other than Luxembourg to the extent opined herein), any agreement or other instrument or obligation to which any party thereto is a party or by which any of its
property, undertaking, assets or reserves are bound;
|
| 18. |
that none of the transactions contemplated under or further to any of the Agreements will constitute unlawful financial assistance under any applicable law;
|
| 19. |
that the transactions contemplated by the Agreements are bona fide (bonne foi) transactions that have been entered into by
the parties thereto for legitimate commercial purposes, without any intention to deprive of any legal benefit any persons (including for the avoidance of doubt third parties) or to circumvent any applicable mandatory laws or regulations of
any jurisdiction (including without limitation any tax laws), are compatible with that parties profit purpose (but lucratif), are in the corporate interest (intérêt social) of each Company and serve the corporate purpose of each Company;
|
| 20. |
that the entry by the Companies into the Agreements is not an abnormal transaction in the sense that those acting on behalf of the Companies know that, by doing so, it would prejudice its
creditors;
|
| 21. |
that neither of the Companies is, is deemed to be, and, as a result of entering into and performing the Agreements, will be, over-indebted in light of the current practice of the Luxembourg tax
administration;
|
| 22. |
that all managers of the relevant Company signed the relevant Resolutions, that the relevant Resolutions have not been amended, rescinded, revoked or declared void and that each member of the board
of managers of each Company has carefully considered the entry into and performance of the Agreements before signing the relevant Resolutions;
|
| 23. |
that the board of managers of each Company has satisfied itself that the obligations undertaken by each Company under the Agreements meet its corporate interest, are not disproportionate to its
financial capacities and benefits, and the conclusions of the board in this respect are not unreasonable (under currently prevailing Luxembourg case law, this is primarily a question of fact for which the board of directors is solely
responsible and as to which we express no opinion);
|
|
|
| 24. |
that none of the managers of each Company had a direct or indirect economic interest which conflicted with the decisions of or with the transactions approved by the board of managers when the
resolutions set out in the relevant Resolutions were adopted;
|
| 25. |
that on the day of this legal opinion and on the date of any transaction contemplated in the Agreements, (A) no party to the Agreements (i) was or will be deemed to be in a situation of cessation
of payments within the meaning of Luxembourg or any other relevant bankruptcy legislation, (ii) will as a result of the Agreements or the transactions contemplated thereunder be unable to pay its debts, (iii) has resolved to enter into
voluntary liquidation, (iv) has filed an application for bankruptcy or judicial reorganization, for a moratorium or any other similar proceedings under any other laws, (v) has been adjudicated bankrupt or annulled as a legal entity, and (B)
no receiver, trustee, administrator (whether out of court or otherwise) or similar officer has been appointed in relation to any of the parties to the Agreements or any of their assets (although not constituting conclusive evidence, the
Negative Certificates do not contradict this assumption in respect of the Companies);
|
| 26. |
that, in respect of the Agreements and the transactions contemplated thereby, referred to therein, provided for or effected thereby each of the parties has entered into and will enter into the same
on arms’ length commercial terms;
|
| 27. |
that the securities issued pursuant to the Indenture or the Registration Statement (the “Securities”) will not be the subject
of a public offering in any jurisdiction, including Luxembourg, for the purposes of the Luxembourg act dated 16 July 2019 on prospectuses for securities and implementing the Regulation (EU) 2017/1129 of the European Parliament and of the
Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the “Prospectus Regulation”)
(the “Prospectus Act 2019”) or the Prospectus Regulation or any other applicable law and no form of invitation, offer, application, advertisement or other material
relating to the Securities is distributed or published in Luxembourg nor, except in such case in conformity with applicable laws and regulations, in any jurisdiction other than Luxembourg;
|
| 28. |
that the Securities are not and will not be listed on a regulated market within the meaning of the Prospectus Act 2019 or the Prospectus Regulation or any other applicable laws or regulations and
are not and will not be listed or admitted to trading on any other market or trading venue in Luxembourg;
|
| 29. |
that the requirements of any applicable law in respect of a listing on a multilateral trading facility in a European Economic Area Member State or any other jurisdiction of the Securities (if any)
on any such stock exchange have been or will be fulfilled;
|
| 30. |
that none of the Companies will issue any Securities which are preference shares, ordinary shares, depositary shares, warrants or other forms of securities which are convertible into shares;
|
| 31. |
that none of the opinions expressed above will be affected by the laws or by any document governed by the laws of any jurisdiction outside Luxembourg;
|
| 32. |
that the Agreements constitute legal, valid and binding obligations of each of the parties thereto and are enforceable in accordance with their terms under the relevant governing laws and any other
applicable law (other than Luxembourg law to the extent opined herein); and
|
| 33. |
that the aggregate amount of guarantees to be granted for the debt obligations of any member of the Eaton Group (being in aggregate at any point in time USD 10 billion) is not exceeded for each of
the Companies respectively by the guarantee granted under the Agreements.
|
|
|
Schedule B – Qualifications
Our opinion is subject to the following qualifications:
| 1. |
Where any person is vested with discretion or may determine a matter in its opinion, Luxembourg law may require that such discretion is exercised in good faith.
|
| 2. |
This legal opinion is subject to any limitations arising from bankruptcy (faillite), insolvency, liquidation, administrative
dissolution without liquidation (dissolution administrative sans liquidation), reprieve from payment (sursis
de paiement), judicial reorganization (réorganisation judiciaire), reorganization by amicable agreement (réorganisation par accord amiable), moratorium, reorganisation and other laws of general application relating to or affecting the rights of creditors generally, as well as any health and safety laws and
regulations, any laws, regulations and policies relating to racketeering, criminal and civil forfeiture, emergencies, foreign asset or trading controls, corrupt practices, national security, terrorism or money laundering or governing
foreign investment in Luxembourg.
|
| 3. |
We express no opinion on the effectiveness or ineffectiveness of a purported revocation, or the consequences of such revocation by the principal of a power of attorney or agency (mandat) expressed to be irrevocable.
|
| 4. |
We express no tax opinion whatsoever in respect of the Companies or the tax consequences of the transactions contemplated by the Agreements.
|
| 5. |
We express no opinion as to whether the performance of the Agreements would cause any borrowing limits, debt/equity or other ratios possibly agreed with the tax authorities to be exceeded nor as to
the consequences thereof.
|
| 6. |
A Luxembourg company may only encumber its assets or provide guarantees in accordance with its corporate objects and for its corporate benefit. There is no Luxembourg legislation governing group
companies which specifically regulates the establishment, organisation and liability of groups of companies. Consequently, the concept of group interest as opposed to the interest of the individual corporate entity is not expressly
recognised. A company may, in principle, not encumber its assets or provide guarantees in favour of group companies in general (at least as far as parent companies and fellow subsidiaries of its parent companies are concerned).
|
Based on relevant French and Belgian case law and legal literature (to which Luxembourg courts are likely to refer in this context), we would take the
view that a Luxembourg company may, in principle, validly assist other group companies if:
| (a) |
they are part of an integrated group;
|
| (b) |
it can be established that the company derives a benefit from granting such assistance or that at least, there is no disruption of the balance of interests in the group to the detriment of the
Luxembourg company; and
|
| (c) |
the assistance is not in terms of the amounts involved disproportionate to the company’s financial means and the benefits derived from granting such assistance.
|
|
|
| 7. |
If the assistance is deemed contrary to the interest of the company by the courts, its directors may be held liable for action taken in that context. Further, under certain circumstances, the
directors of the Luxembourg company might incur criminal penalties based on the concept of misappropriation of corporate assets (article 1500-11 of the Luxembourg act dated 10 August 1915 on commercial companies, as amended (the “Luxembourg Companies Act”)). Article 1500-11 of the Luxembourg Companies Act makes it a criminal offence for the directors and managers of a Luxembourg company, whether
having been officially appointed or being de facto directors or managers (which concept might include legal persons), if, acting in bad faith, they have made use of
corporate assets or of corporate credit for uses other than those required by the interests of such company and for their own personal benefit or for the benefit of companies or enterprises in which they have a direct or indirect interest.
It cannot be excluded ultimately that, if the relevant transaction were to be considered as a misappropriation of corporate assets by a Luxembourg court or if it could be evidenced that the other parties to the transaction were aware of the
fact that the transaction was not for the corporate benefit of the Luxembourg company, the transaction might be declared void or ineffective based on the concept of illegal cause (cause illicite). Also, depending on the factual circumstances, a liquidator, an insolvency receiver or creditors of the assisting company could seek the liability of the banks (e.g., where the guarantee trigger has caused
the insolvency of the assisting company and/or has caused a wider consequential loss to the creditors of such company).
|
| 8. |
We express no opinion whatsoever on regulatory matters or matters of fact or on matters other than those expressly set forth in this legal opinion, and no opinion is, or may be, implied or inferred
herefrom.
|
| 9. |
The rights and obligations of the parties under the Agreements may be limited by the effects of criminal measures, including without limitation criminal freezing orders, public law sanctions or
restraining measures taken from time to time under applicable laws treaties or other instruments.
|
| 10. |
Any national or international economic sanctions or other similar measures that may be applicable, directly or indirectly, to any party to the Documents, may result in the obligations of that party
or other parties to the Documents being unenforceable or void or otherwise affected.
|
| 11. |
A search at the Insolvency Register is not capable of conclusively revealing whether a (and the Negative Certificates do not constitute conclusive evidence that no) winding-up resolution or
petition, or an order adjudicating or declaring a, or a petition or filing for, bankruptcy (faillite) or reprieve from payment (sursis de paiement), judicial reorganization (réorganisation judiciaire), judicial liquidation (liquidation judiciaire), administrative dissolution without liquidation (dissolution administrative sans liquidation) or
similar action has been adopted or made.
|
| 12. |
By application of article 1200-1 of the Luxembourg Companies Act, a company not respecting any provision of Luxembourg criminal law or which seriously contravenes any provision of the Luxembourg
commercial code or any other Luxembourg law applicable to commercial companies may be put into judicial dissolution and liquidation upon the application of the public prosecutor
|
| 13. |
The corporate documents of, and relevant court orders affecting, a Luxembourg company (including, but not limited to, the notice of a winding-up order or resolution, notice of the appointment of a
receiver or similar officer) may not be held at the Register immediately and there is generally a delay in the relevant document appearing on the files regarding the company concerned. Furthermore, it cannot be ruled out that the required
filing of documents has not occurred or that documents filed with the Register may have been mislaid or lost. In accordance with Luxembourg company law, changes or amendments to corporate documents to be filed at the Register will be
effective (opposable) vis-à-vis third parties only as of the day of their publication in the Official Gazette unless the company proves that the relevant third parties had prior knowledge thereof.
|
| 14. |
We express no tax opinion whatsoever in respect of the Companies or the tax consequences of the transactions contemplated by the Agreements.
|
| 15. |
Actions in Luxembourg courts must, in principle, be brought in the name of the principal not in the name of an agent of the principal
|
|
|
| 16. |
The Luxembourg Companies Act reserves the right and the power to decide on certain matters (such as the winding-up or the liquidation of a company, the merger, the increase of the share capital,
the distribution of dividends or the amendment of the articles of incorporation of the company) exclusively to the shareholders of the company.
|
| 17. |
A receiver may be limited in the exercise of its rights and powers (i) pursuant to the Luxembourg Companies Act and (ii), in the case of insolvency of a Luxembourg company, by the rights and powers
of the insolvency receiver appointed by a Luxembourg court pursuant to Luxembourg insolvency laws. Further, the rights and powers of a receiver may not cover or extend to actions which, pursuant to the Luxembourg Companies Act or the
Articles, require a decision of the shareholders of a Luxembourg company rather than the Luxembourg company itself.
|
| 18. |
We express no opinion on the legal validity and the enforceability of the Agreements or any obligation thereof.
|
Exhibit 5.8
Luxembourg, 10 March 2026
Eaton Controls (Luxembourg) S.à r.l.
12, rue Eugène Ruppert,
L-2453 Luxembourg,
Grand Duchy of Luxembourg
Eaton Technologies (Luxembourg) S.à r.l.
12, rue Eugène Ruppert,
L-2453 Luxembourg,
Grand Duchy of Luxembourg
(the “Addressees”)
Dear Sir, dear Madam,
| 1. |
We have acted as legal counsel in the Grand Duchy of Luxembourg (“Luxembourg”) to (i) Eaton Controls (Luxembourg) S.à r.l., a private limited liability company (société à responsabilité limitée) incorporated under
the laws of the Grand Duchy of Luxembourg (“Luxembourg”), having its registered office at 12, rue Eugène Ruppert, L-2453 Luxembourg, Luxembourg and registered with the
Luxembourg trade and companies register (Registre de commerce et des sociétés, Luxembourg) (the “Register”)
under number B9145 (“Eaton Controls”) and (ii) Eaton Technologies (Luxembourg) S.à r.l., a
private limited liability company (société à responsabilité limitée) incorporated under the laws of Luxembourg, having its registered office at 12, rue Eugène Ruppert,
L-2453 Luxembourg, Luxembourg and registered with the Register under number B172818 (“Eaton Technologies” and together with Eaton Controls, the “Companies” and each a “Company”) in connection with the offering (the “Offering”) of (a) €600,000,000 3.550% Notes due 2034 and (b) €600,000,000 4.000% Notes due 2038 (together, the “Notes”)
by Eaton Capital Unlimited Company and the entry into the agreements listed in paragraphs 2(g) and 2(h) below (the “Agreements”).
|
Capitalised terms used and not otherwise defined herein shall have the meaning given to them in the registration statement on Form S-3ASR under the
Securities Act of 1933, as amended (the “Securities Act”), filed with the Securities and Exchange Commission (the “SEC”) on 1 August 2024 (File No. 333-281174), including the information deemed to be a part of the registration statement pursuant to Rule 430A under the Securities Act (the “Registration Statement”).
| 2. |
For the purposes of this legal opinion, we have examined, to the exclusion of any other document, the following documents (the “Documents”):
|
| (a) |
a copy of the consolidated articles of association (statuts coordonnés) of Eaton Controls as at 29 December 2023 (the “Eaton Controls Articles”);
|
 |
| (b) |
a copy of the consolidated articles of association (statuts coordonnés) of Eaton Technologies as at 9 February 2018 (the “Eaton Technologies Articles” and together with the Eaton Controls Articles, the “Articles”);
|
| (c) |
an excerpt of the Register pertaining to each Company dated 9 March 2026;
|
| (d) |
electronic copies of certificates of non-registration of a judicial decision or an administrative dissolution without liquidation (certificat
de non-inscription d’une décision judiciaire ou de dissolution administrative sans liquidation) issued by the Luxembourg Insolvency Register (Registre de
l’insolvabilité) (the “Insolvency Register”) pertaining to each Company dated 9 March 2026 (the “Negative Certificates”) confirming that on the day immediately prior to the date of issuance of the Negative Certificates, there were no records at the Insolvency Register of any court order regarding any Company, amongst
others, a (i) bankruptcy adjudication against any Company, (ii) reprieve from payment (sursis de paiement), (iii) judicial reorganisation (réorganisation judiciaire), or (iv) administrative dissolution without liquidation (dissolution administrative sans
liquidation);
|
| (e) |
a PDF copy of the executed
written resolutions taken by the board of managers of Eaton Controls on 5 March 2026 (the “March 2026 Eaton Controls Board Resolutions”);
|
| (f) |
a PDF copy of the executed written resolutions taken by the board of managers of Eaton Technologies on 5 March 2026 (the “March 2026 Eaton Technologies Board Resolutions” and together with the March 2026 Eaton Controls Board Resolutions, the “Resolutions”);
|
| (g) |
an executed copy of a New York State law governed fourth supplemental indenture in relation to the Notes dated 10 March 2026 and entered into between, Eaton Capital Unlimited Company, certain other
companies (including the Companies) as guarantors and The Bank of New York Mellon Trust Company, N.A., as Trustee (the “Fourth Supplemental Indenture”); and
|
| (h) |
a PDF copy of the New York state law governed terms agreement containing the underwriting agreement and including the terms agreement in relation securities dated 5 March 2026 and entered into
between Eaton Capital Unlimited Company, certain other companies (including the Companies) as guarantors and the underwriters thereto (the “Underwriting Agreement”).
|
The term “Agreements” includes, for the purposes of Schedule A and Schedule B, any document in connection therewith.
We have not reviewed any other document than the Documents. Except as stated expressly herein, we have not examined any other agreements,
arrangements, instruments or other documents affecting, directly or indirectly, either the parties to the Documents or the Documents, nor have we made any other enquiries concerning any of the parties.
Nothing in this legal opinion should be construed as implying that we are familiar with the affairs of any party to the Agreements or any of their
affiliates and this legal opinion is based solely on the Documents. We assume no responsibility for the investigation or verification of any statements of facts or the reasonableness of any assumption or statement of opinion (including, without
limitation, as to any representations and warranties and as to the solvency of any party to the Agreements), without prejudice to the opinions expressed below in this legal opinion.
| 3. |
This legal opinion speaks as of its date and is confined to and is given solely on the basis of the laws of Luxembourg as presently in force. We do not purport to be experts on, or generally
familiar with, any law other than the laws of Luxembourg. Accordingly, we express no opinion herein with regard to any system of law other than the laws of Luxembourg in force at the date hereof, as currently published, and as interpreted
and applied in published case law of Luxembourg courts.
|
|
This legal opinion expresses and describes Luxembourg legal concepts in English and not in their original French or German form. Luxembourg legal
concepts expressed in English are to be construed in accordance with the Luxembourg legal concepts to which they refer. It cannot be excluded that due to the differences of legal systems, some words or phrases may have different connotations than
the French or German words or phrases would have.
Furthermore, we have not been instructed to review or opine on any matter with respect to and we express no opinion as to and, assume that the
opinions herein are not affected by (i) the capacity, power or existence of any party to the Agreements (other than the Companies), (ii) the due execution of the Agreements (other than by the Companies), (iii) the legality, validity, enforceability
or admissibility in evidence of the Agreements, (iv) any liability to tax, which may arise or be suffered as a result of, or in connection with, any of the Documents or their execution, creation, issue, performance or enforcement, (v) any public
international law or the rules of, or promulgated under, any treaty or by any treaty organisation, except to the extent it would have any direct effect under Luxembourg law, or (vi) on the laws of any jurisdiction other than Luxembourg.
No opinion is given that the future or continued performance of the obligations of any of the parties to the Agreements or the consummation of the
transactions contemplated in the Agreements will not contravene Luxembourg law if such law is altered after the date hereof. We assume no obligation to advise any party or person of any changes of law or fact which occur after the date of this
legal opinion, even if such change may affect the legal analysis, legal conclusions or information contained in this legal opinion.
| 4. |
Based upon the assumptions set out in Schedule A and subject to the qualifications set out in Schedule B, and subject to any matters not disclosed to us, we are, as at the date hereof, of the following opinion:
|
Status, power, authority and authorization
| (a) |
Each Company has been incorporated for an unlimited duration and legally exists as a private limited liability company (société à
responsabilité limitée) under the laws of Luxembourg.
|
| (b) |
Each Company has the corporate power and authority to enter into the Agreements and to perform its obligations thereunder.
|
| (c) |
Each Company has taken all necessary corporate actions to authorise the entry into the Agreements and the performance of its obligations thereunder.
|
Due execution
| (d) |
The Agreements have been duly executed on behalf of each Company.
|
Negative Certificates
| (e) |
According to the Negative Certificates, on the day immediately prior to the date of issuance of the Negative Certificates, no court order or decision was recorded with the Insolvency Register
pursuant to which each Company had been adjudicated bankrupt (faillite) or become subject to, or benefited from, a reprieve from payment (sursis de paiement), judicial liquidation, judicial appointment of a temporary administrator, or proceedings of administrative dissolution without liquidation (dissolution administrative sans liquidation).
|
|
No conflict
| (f) |
Neither the entry by the Companies into the Agreements, nor the performance by any Company of its obligations thereunder, conflict with any provision of the Articles the Luxembourg act dated 10
August 1915 on commercial companies, as amended (the “Luxembourg Companies Act”).
|
| 5. |
We have given this legal opinion solely for the benefit of the Addressees in connection with the Registration Statement and the Agreements.
|
This legal opinion may not, without our prior written consent, be relied upon for any other purpose nor be relied upon by any other persons except
for the persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. This legal opinion may not be disclosed without prior written consent except that we hereby consent to the filing of this legal opinion with the
SEC as an exhibit to the Registration Statement and to the reference to our firm contained under the heading “Legal Opinions” in the prospectus included therein. In giving such consent we do not thereby admit that we are in the category of persons
whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC thereunder.
| 6. |
Any Addressee who is entitled to, and does rely on this legal opinion agrees that, to the fullest extent permitted by law (and except in case of willful misconduct or fraud), there is no assumption
of personal duty of care, and such person will not bring any personal claim against any individual who is a representative of, proxyholder of, partner of, members of, manager of, employee or consultant of, White & Case LLP, White &
Case S.à r.l. or any other White & Case undertaking.
|
| 7. |
This legal opinion is strictly limited to the matters stated herein and may not be read or construed as extending by implication to any matters not specifically referred to. The schedules to this
legal opinion form an integral part of the opinion.
|
| 8. |
This legal opinion is to be governed by and construed in accordance with Luxembourg law, as at the date of this legal opinion, and any disputes relating to it shall be of the exclusive jurisdiction
of the competent courts of the city of Luxembourg. In particular, but without limitation, it may only be relied upon under the express condition that any issues of interpretation or liability arising hereunder will be governed by Luxembourg
law and be exclusively brought before the competent courts of the city of Luxembourg.
|
|
Yours sincerely,
White & Case S.à r.l.
|
Schedule A – Assumptions
For the purposes of this legal opinion, we have assumed, and we have not verified independently, with your consent:
| 1. |
the completeness and conformity to the originals of all documents purporting to be copies of originals, the authenticity of all documents submitted to us as copies, received by us by telefax or
through electronic transmission or submitted to us as conformed, certified or photo static copies or photocopies and the authenticity of the originals thereof and the genuineness of all signatures (whether handwritten or electronic), seals
and stamps;
|
| 2. |
that all documents submitted to us have been executed by the persons whose names are indicated thereon as being the names of the signatories (and that such persons had the general legal capacity to
execute these documents);
|
| 3. |
that the Agreements have in fact been signed on behalf of each Company by the persons empowered in the relevant Resolutions;
|
| 4. |
that the place of the central administration (siège de l’administration centrale), the principal place of business (principal établissement) and the centre of main interests (as referred to in Regulation (EU) 2015/848 of the European Parliament and of the Council of 20 May 2015 on
insolvency proceedings (recast) (the “EU Insolvency Regulation”)) of each Company are located at the place of its registered office (siège statutaire) in Luxembourg and none of the Companies has an establishment (as such term is defined in the EU Insolvency Regulation) outside Luxembourg;
|
| 5. |
that neither of the Companies does, or is deemed to carry out an activity in the financial sector on a professional basis as referred to in the Luxembourg act dated 5 April 1993 relating to the
financial sector, as amended or an activity requiring the holding of a business license under the Luxembourg act dated 2 September 2011 relating to the establishment of a certain business and business licence;
|
| 6. |
that each Company complies with the provisions of the Luxembourg act dated 31 May 1999 concerning the domiciliation of companies, as amended;
|
| 7. |
that the Articles have not been amended since the date referred to in paragraphs 2(a) and 2(b);
|
| 8. |
that the Agreements and all other agreements referred to therein represent and contain the entirety of the transaction entered into by the parties thereto and the absence of any other arrangements
between any of the parties to the Agreements which modify or supersede any of the terms of the Agreements and, in particular, that there is no “side-letter” entered into by the parties regarding this transaction and which would be material
to this legal opinion;
|
| 9. |
that each party to the Agreements (other than the Companies) is duly incorporated or organised and validly existing;
|
| 10. |
that all parties have acted in good faith in connection with the Agreements, that there is no illicit cause (cause illicite)
in relation to the Agreements, that there is neither fraud (dol), duress (violence), mistake (erreur) or inadequacy (lésion) on the part of any of the parties to the Agreements, their
respective directors, employees, agents and advisers; that there has been no material mistake of fact or misunderstanding, duress or undue influence in connection with the negotiation, execution or delivery of the Agreements;
|
| 11. |
the truth, accuracy and completeness at all relevant times of each of the statements and matters of fact, relied upon, assumed herein, or contained in the Agreements;
|
| 12. |
that all agreed conditions to the effectiveness of the Agreements have been or will be satisfied;
|
|
| 13. |
that all of the representations and warranties (except to the extent opined upon in this legal opinion) given by any of the parties to the Agreements are, and will be, when made or repeated or when
deemed made or repeated (as the case may be), and were at all relevant times, true and accurate and that any representation or warranty given by any of the parties to the Agreements that it is not aware of or has no notice of any act,
matter, thing or circumstance means that the same does not exist or has not occurred;
|
| 14. |
the due compliance with all matters under any applicable law other than Luxembourg law (including, without limitation, the obtaining of the necessary consents, licenses, approvals and authority,
the making of the necessary filings, registrations and notifications, and the payment of stamp duties and other documentary taxes and charges), as may relate to the Agreements or the parties to the Agreements or other persons affected
thereby or for the performance or enforcement by or against the parties or such other persons of their obligations or rights as they are to be performed or enforced, as the case may be;
|
| 15. |
that each party to the Agreements (other than the Companies) has the capacity, power and authority to enter into and to exercise its rights and to perform its obligations under the Agreements to
which it is a party;
|
| 16. |
that each party to the Agreements (other than the Companies) has duly authorised, executed and delivered the Agreements to which it is a party;
|
| 17. |
that the consent of any person (other than the Companies), authority, or governmental agency which is required under any applicable law other than Luxembourg law in relation to the execution and
delivery of the Agreements and the performance and observation of the terms thereof by the parties has been obtained on the date of this legal opinion and none of these transactions will infringe the terms of, or constitute a default under,
any rule of law (including any rule of public policy) of any jurisdiction (other than Luxembourg to the extent opined herein), any agreement or other instrument or obligation to which any party thereto is a party or by which any of its
property, undertaking, assets or reserves are bound;
|
| 18. |
that none of the transactions contemplated under or further to any of the Agreements will constitute unlawful financial assistance under any applicable law;
|
| 19. |
that the transactions contemplated by the Agreements are bona fide (bonne foi) transactions that have been entered into by
the parties thereto for legitimate commercial purposes, without any intention to deprive of any legal benefit any persons (including for the avoidance of doubt third parties) or to circumvent any applicable mandatory laws or regulations of
any jurisdiction (including without limitation any tax laws), are compatible with that parties profit purpose (but lucratif), are in the corporate interest (intérêt social) of each Company and serve the corporate purpose of each Company;
|
| 20. |
that the entry by the Companies into the Agreements is not an abnormal transaction in the sense that those acting on behalf of the Companies know that, by doing so, it would prejudice its
creditors;
|
| 21. |
that each Company is not, is not deemed to be, and, as a result of entering into and performing the Agreements, will not be, over-indebted in light of the current practice of the Luxembourg tax
administration;
|
| 22. |
that all managers of the relevant Company signed the relevant Resolutions, that the relevant Resolutions have not been amended, rescinded, revoked or declared void and that each member of the board
of managers of each Company has carefully considered the entry into and performance of the Agreements before signing the relevant Resolutions;
|
| 23. |
that the board of managers of each Company has satisfied itself that the obligations undertaken by each Company under the Agreements meet its corporate interest, are not disproportionate to its
financial capacities and benefits, and the conclusions of the board in this respect are not unreasonable (under currently prevailing Luxembourg case law, this is primarily a question of fact for which the board of directors is solely
responsible and as to which we express no opinion);
|
|
| 24. |
that none of the managers of each Company had a direct or indirect economic interest which conflicted with the decisions of or with the transactions approved by the board of managers when the
resolutions set out in the relevant Resolutions were adopted;
|
| 25. |
that on the day of this legal opinion and on the date of any transaction contemplated in the Agreements, (A) no party to the Agreements (i) was or will be deemed to be in a situation of cessation
of payments within the meaning of Luxembourg or any other relevant bankruptcy legislation, (ii) will as a result of the Agreements or the transactions contemplated thereunder be unable to pay its debts, (iii) has resolved to enter into
voluntary liquidation, (iv) has filed an application for bankruptcy or judicial reorganization, for a moratorium or any other similar proceedings under any other laws, (v) has been adjudicated bankrupt or annulled as a legal entity, and (B)
no receiver, trustee, administrator (whether out of court or otherwise) or similar officer has been appointed in relation to any of the parties to the Agreements or any of their assets (although not constituting conclusive evidence, the
Negative Certificates do not contradict this assumption in respect of the Companies);
|
| 26. |
that, in respect of the Agreements and the transactions contemplated thereby, referred to therein, provided for or effected thereby each of the parties has entered into and will enter into the same
on arms’ length commercial terms;
|
| 27. |
that the securities issued pursuant to the Indenture or the Registration Statement (the “Securities”) will not be the subject
of a public offering in any jurisdiction, including Luxembourg, for the purposes of the Luxembourg act dated 16 July 2019 on prospectuses for securities and implementing the Regulation (EU) 2017/1129 of the European Parliament and of the
Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the “Prospectus Regulation”)
(the “Prospectus Act 2019”) or the Prospectus Regulation or any other applicable law and no form of invitation, offer, application, advertisement or other material
relating to the Securities is distributed or published in Luxembourg nor, except in such case in conformity with applicable laws and regulations, in any jurisdiction other than Luxembourg;
|
| 28. |
that the Securities are not and will not be listed on a regulated market within the meaning of the Prospectus Act 2019 or the Prospectus Regulation or any other applicable laws or regulations and
are not and will not be listed or admitted to trading on any other market or trading venue in Luxembourg;
|
| 29. |
that the requirements of any applicable law in respect of a listing on a multilateral trading facility in a European Economic Area Member State or any other jurisdiction of the Securities (if any)
on any such stock exchange have been or will be fulfilled;
|
| 30. |
that none of the Companies will issue any Securities which are preference shares, ordinary shares, depositary shares, warrants or other forms of securities which are convertible into shares;
|
| 31. |
that none of the opinions expressed above will be affected by the laws or by any document governed by the laws of any jurisdiction outside Luxembourg;
|
| 32. |
that the Agreements constitute legal, valid and binding obligations of each of the parties thereto and are enforceable in accordance with their terms under the relevant governing laws and any other
applicable law (other than Luxembourg law to the extent opined herein); and
|
| 33. |
that the aggregate amount of guarantees to be granted for the debt obligations of any member of the Eaton Group (being in aggregate at any point in time USD 10 billion) is not exceeded for each of
the Companies respectively by the guarantee granted under the Agreements.
|
|
Schedule B – Qualifications
Our opinion is subject to the following qualifications:
| 1. |
Where any person is vested with discretion or may determine a matter in its opinion, Luxembourg law may require that such discretion is exercised in good faith.
|
| 2. |
This legal opinion is subject to any limitations arising from bankruptcy (faillite), insolvency, liquidation, administrative
dissolution without liquidation (dissolution administrative sans liquidation), reprieve from payment (sursis
de paiement), judicial reorganization (réorganisation judiciaire), reorganization by amicable agreement (réorganisation par accord amiable), moratorium, reorganisation and other laws of general application relating to or affecting the rights of creditors generally, as well as any health and safety laws and
regulations, any laws, regulations and policies relating to racketeering, criminal and civil forfeiture, emergencies, foreign asset or trading controls, corrupt practices, national security, terrorism or money laundering or governing
foreign investment in Luxembourg.
|
| 3. |
We express no opinion on the effectiveness or ineffectiveness of a purported revocation, or the consequences of such revocation by the principal of a power of attorney or agency (mandat) expressed to be irrevocable.
|
| 4. |
We express no tax opinion whatsoever in respect of the Companies or the tax consequences of the transactions contemplated by the Agreements.
|
| 5. |
We express no opinion as to whether the performance of the Agreements would cause any borrowing limits, debt/equity or other ratios possibly agreed with the tax authorities to be exceeded nor as to
the consequences thereof.
|
| 6. |
A Luxembourg company may only encumber its assets or provide guarantees in accordance with its corporate objects and for its corporate benefit. There is no Luxembourg legislation governing group
companies which specifically regulates the establishment, organisation and liability of groups of companies. Consequently, the concept of group interest as opposed to the interest of the individual corporate entity is not expressly
recognised. A company may, in principle, not encumber its assets or provide guarantees in favour of group companies in general (at least as far as parent companies and fellow subsidiaries of its parent companies are concerned).
|
Based on relevant French and Belgian case law and legal literature (to which Luxembourg courts are likely to refer in this context), we would take the
view that a Luxembourg company may, in principle, validly assist other group companies if:
| (a) |
they are part of an integrated group;
|
| (b) |
it can be established that the company derives a benefit from granting such assistance or that at least, there is no disruption of the balance of interests in the group to the detriment of the
Luxembourg company; and
|
| (c) |
the assistance is not in terms of the amounts involved disproportionate to the company’s financial means and the benefits derived from granting such assistance.
|
|
| 7. |
If the assistance is deemed contrary to the interest of the company by the courts, its directors may be held liable for action taken in that context. Further, under certain circumstances, the
directors of the Luxembourg company might incur criminal penalties based on the concept of misappropriation of corporate assets (article 1500-11 of the Luxembourg act dated 10 August 1915 on commercial companies, as amended (the “Luxembourg Companies Act”)). Article 1500-11 of the Luxembourg Companies Act makes it a criminal offence for the directors and managers of a Luxembourg company, whether
having been officially appointed or being de facto directors or managers (which concept might include legal persons), if, acting in bad faith, they have made use of
corporate assets or of corporate credit for uses other than those required by the interests of such company and for their own personal benefit or for the benefit of companies or enterprises in which they have a direct or indirect interest.
It cannot be excluded ultimately that, if the relevant transaction were to be considered as a misappropriation of corporate assets by a Luxembourg court or if it could be evidenced that the other parties to the transaction were aware of the
fact that the transaction was not for the corporate benefit of the Luxembourg company, the transaction might be declared void or ineffective based on the concept of illegal cause (cause illicite). Also, depending on the factual circumstances, a liquidator, an insolvency receiver or creditors of the assisting company could seek the liability of the banks (e.g., where the guarantee trigger has caused
the insolvency of the assisting company and/or has caused a wider consequential loss to the creditors of such company).
|
| 8. |
We express no opinion whatsoever on regulatory matters or matters of fact or on matters other than those expressly set forth in this legal opinion, and no opinion is, or may be, implied or inferred
herefrom.
|
| 9. |
The rights and obligations of the parties under the Agreements may be limited by the effects of criminal measures, including without limitation criminal freezing orders, public law sanctions or
restraining measures taken from time to time under applicable laws treaties or other instruments.
|
| 10. |
Any national or international economic sanctions or other similar measures that may be applicable, directly or indirectly, to any party to the Documents, may result in the obligations of that party
or other parties to the Documents being unenforceable or void or otherwise affected.
|
| 11. |
A search at the Insolvency Register is not capable of conclusively revealing whether a (and the Negative Certificates do not constitute conclusive evidence that no) winding-up resolution or
petition, or an order adjudicating or declaring a, or a petition or filing for, bankruptcy (faillite) or reprieve from payment (sursis de paiement), judicial reorganization (réorganisation judiciaire), judicial liquidation (liquidation judiciaire), administrative dissolution without liquidation (dissolution administrative sans liquidation) or
similar action has been adopted or made.
|
| 12. |
By application of article 1200-1 of the Luxembourg Companies Act, a company not respecting any provision of Luxembourg criminal law or which seriously contravenes any provision of the Luxembourg
commercial code or any other Luxembourg law applicable to commercial companies may be put into judicial dissolution and liquidation upon the application of the public prosecutor
|
| 13. |
The corporate documents of, and relevant court orders affecting, a Luxembourg company (including, but not limited to, the notice of a winding-up order or resolution, notice of the appointment of a
receiver or similar officer) may not be held at the Register immediately and there is generally a delay in the relevant document appearing on the files regarding the company concerned. Furthermore, it cannot be ruled out that the required
filing of documents has not occurred or that documents filed with the Register may have been mislaid or lost. In accordance with Luxembourg company law, changes or amendments to corporate documents to be filed at the Register will be
effective (opposable) vis-à-vis third parties only as of the day of their publication in the Official Gazette unless the company proves that the relevant third parties had prior knowledge thereof.
|
| 14. |
We express no tax opinion whatsoever in respect of the Companies or the tax consequences of the transactions contemplated by the Agreements.
|
| 15. |
Actions in Luxembourg courts must, in principle, be brought in the name of the principal not in the name of an agent of the principal
|
|
| 16. |
The Luxembourg Companies Act reserves the right and the power to decide on certain matters (such as the winding-up or the liquidation of a company, the merger, the increase of the share capital,
the distribution of dividends or the amendment of the articles of incorporation of the company) exclusively to the shareholders of the company.
|
| 17. |
A receiver may be limited in the exercise of its rights and powers (i) pursuant to the Luxembourg Companies Act and (ii), in the case of insolvency of a Luxembourg company, by the rights and powers
of the insolvency receiver appointed by a Luxembourg court pursuant to Luxembourg insolvency laws. Further, the rights and powers of a receiver may not cover or extend to actions which, pursuant to the Luxembourg Companies Act or the
Articles, require a decision of the shareholders of a Luxembourg company rather than the Luxembourg company itself.
|
| 18. |
We express no opinion on the legal validity and the enforceability of the Agreements or any obligation thereof.
|
Exhibit 5.9
|
March 6, 2026
1000 Eaton Boulevard
Cleveland, Ohio 44122
|
 |
Ladies and Gentlemen:
We have acted as New York counsel to Eaton Corporation, an Ohio corporation (the “Issuer”), and each of the guarantors listed on Parts
A and B of Schedule I hereto (the “Covered Guarantors”), in connection with the preparation and filing under the Securities Act of 1933, as amended (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) of (i) a registration statement on Form S-3ASR (File
No. 333-281174) on August 1, 2024 (the “Registration Statement”), (ii) a Prospectus, dated August 1, 2024, forming part of the Registration Statement (the “Base Prospectus”), and (iii) a prospectus supplement, dated March 4, 2026, filed pursuant to Rule 424(b) under the Securities Act (the “Prospectus Supplement”
and, together with the Base Prospectus, the “Prospectus”) relating to the issuance and sale of $1,500,000,000 in aggregate principal amount of the Company’s 3.850% Notes due 2028 (the “2028 Notes”), $1,500,000,000 in aggregate principal amount of the Company’s 3.950% Notes due 2029 (the “2029 Notes”), $1,500,000,000
in aggregate principal amount of the Company’s 4.200% Notes due 2031 (the “2031 Notes”), $1,000,000,000 in aggregate principal amount of the Company’s 4.500% Notes due 2033 (the “2033 Notes”), $2,000,000,000 in aggregate principal amount of the Company’s 4.800% Notes due 2036 (the “2036 Notes”), and
$1,000,000,000 in aggregate principal amount of the Company’s 5.450% Notes due 2056 (the “2056 Notes” and, collectively with the 2028 Notes, the 2029 Notes, the 2031 Notes, the 2033 Notes
and the 2036 Notes, the “Notes”). The Notes are being issued pursuant to an indenture, dated as of May 9, 2025 (the “Base Indenture”),
among the Issuer, the Covered Guarantors and each of the entities listed on Part C of Schedule I hereto (the “Non-Covered Guarantors” and, together with the Covered
Guarantors, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by
the third supplemental indenture, dated as of the date hereof, among the Issuer, the Guarantors and the Trustee (the Base Indenture, as so supplemented, the “Indenture”). In connection with
the issuance and sale of the Notes, the Issuer, the Guarantors and Barclays Capital Inc., BofA Securities, Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several
underwriters (collectively, the “Underwriters”), entered into an Underwriting Agreement, dated March 4, 2026 (the “Underwriting Agreement”), attached to the Terms Agreement dated March 4, 2026 (together with the Underwriting Agreement, the “Terms Agreement”).
This opinion letter is rendered in accordance with the requirements of Item 601(b)(5) of Regulation S–K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the
contents of the Registration Statement or related prospectus, any prospectus filed pursuant to Rule 424(b) with respect thereto, other than as expressly stated herein with respect to the issuance and sale of the Notes.
In connection with our opinions expressed below, we have examined originals or copies certified or otherwise identified to our satisfaction of the
following documents and such other documents, corporate records, certificates and other statements of government officials and corporate officers of the Issuer and Guarantors, as applicable, as we deemed necessary for the purposes of the opinions set
forth in this opinion letter:
|
March 6, 2026
|
 |
| (a) |
the Registration Statement;
|
| (b) |
the Prospectus;
|
| (c) |
the Indenture;
|
| (d) |
the Notes;
|
| (e) |
the Terms Agreement;
|
| (f) |
certificates of good standing of the Covered Guarantors, as applicable; and
|
| (g) |
(i) the certificates of incorporation (or equivalent documents) of the Covered Guarantors, (ii) the by-laws (or equivalent documents) of the Covered Guarantors and (iii) the resolutions or written consents, as applicable, of the Covered
Guarantors relating to the filing of the Registration Statement, the Indenture and the Notes.
|
We have relied, to the extent we deem such reliance proper, upon such certificates or comparable documents of officers and representatives of the Issuer and the Guarantors, as applicable, and of
public officials and upon statements and information furnished by officers and representatives of the Issuer and the Guarantors with respect to the accuracy of material factual matters contained therein which were not independently established by us.
In rendering the opinions expressed below, we have assumed, without independent investigation or verification of any kind, the genuineness of all signatures on documents we have reviewed, the legal capacity and competency of all natural persons
signing all such documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to authentic, complete original documents of all documents submitted to us as copies, the truthfulness, completeness and
correctness of all factual representations and statements contained in all documents we have reviewed, the accuracy and completeness of all public records examined by us, and the accuracy of all statements in certificates of officers of the Issuer
and the Guarantors that we reviewed.
Based upon the foregoing assumptions and the assumptions set forth below, and subject to the qualifications and limitations stated herein, having considered such questions of law as we have deemed
necessary as a basis for the opinions expressed herein, we are of the opinion that when the Notes have been duly authenticated by the Trustee in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters in
accordance with the terms of the Terms Agreement, (i) the Notes will constitute valid and binding obligations of the Issuer under the laws of the State of New York, enforceable in accordance with their terms, and (ii) the guarantees of the Notes by
the Guarantors will constitute valid and legally binding obligations of the Guarantors under the laws of the State of New York, enforceable in accordance with their terms.
Our opinions expressed above are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of any laws except the laws of the State of New York
and, to the extent relevant for our opinions herein, the Delaware General Corporation Law and the Delaware Limited Liability Company Act. For purposes of our opinions with respect to the Non-Covered Guarantors, we have, without conducting any
research or investigation with respect thereto, relied on the opinions of (i) Lisa Sutton, with respect to matters of Ohio law, (ii) McCann Fitzgerald, with respect to matters of Irish law, (iii) Clifford Chance LLP, with respect to matters of Dutch
law, and (iv) White & Case (Luxembourg) S.à r.l., with respect to matters of Luxembourg law.
|
March 6, 2026
|
|
The opinion expressed above is limited to questions arising under the law of the State of New York, the Delaware General Corporation Law and the Delaware Limited Liability Company Act. We do not
express any opinion as to the laws of any other jurisdiction.
In addition, we have assumed (a) that the Indenture has been authorized, executed and delivered by the Trustee, (b) that the Indenture and the Notes constitute valid and legally binding obligations
of the parties thereto other than the Issuer and the Guarantors, enforceable against such parties in accordance with their respective terms, and (c) the Trustee is in compliance, generally and with respect to acting as trustee under the Indenture,
with all applicable laws and regulations.
The foregoing opinion as to enforceability of obligations of the Issuer and the Guarantors is subject to (i) bankruptcy, insolvency, receivership, conservatorship, liquidation, reorganization,
fraudulent transfer, moratorium or other laws affecting the enforcement of creditors’ rights generally, and by the application of general principles of equity (whether applied by a court in equity or at law) and the discretion of the court before
which any proceedings therefor may be brought (such principles of equity are of general application, and in applying such principles, a court may include a covenant of good faith and fair dealing and apply concepts of reasonableness, mutuality and
materiality); (ii) requirements that a judgment for money damages rendered by a court in the United States be expressed only in U.S. dollars; and (iii) governmental authority to limit, delay or prohibit the making of payments outside the United
States or in foreign currency or composite currency. Rights to indemnification and contribution may also be limited by Federal and state securities laws.
We express no opinion as to the validity, legally binding effect or enforceability of any provision in any agreement or instrument that (i) requires or relates to payment of any interest at a rate or
in an amount which a court would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or a forfeiture or (ii) relates to governing law and submission by the parties to the jurisdiction of one or more
particular courts.
This opinion letter is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of
the Securities Act. This opinion letter is provided solely in connection with the distribution of the Notes pursuant to the Registration Statement and is not to be relied upon for any other purpose.
The opinion expressed above is as of the date hereof only, and we express no opinion as to, and assume no responsibility for, the effect of any fact or circumstance occurring, or of which we learn,
subsequent to the date of this opinion letter, including, without limitation, legislative and other changes in the law or changes in circumstances affecting any party. We assume no responsibility to update this opinion letter for, or to advise you
of, any such facts or circumstances of which we become aware, regardless of whether or not they affect the opinions expressed in this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.10 to a Current Report on Form 8-K and its incorporation by reference into the Registration Statement and to the reference to our
firm in the Prospectus Supplement under the caption “Legal Opinions”. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission thereunder.
|
March 6, 2026
|
|
The opinions expressed above are limited to the matters stated in this opinion letter, and no opinion is implied or may be inferred beyond those expressly stated in this opinion letter.
|
Very truly yours,
|
|
|
|
|
|
/s/ White & Case LLP
|
SCHEDULE I
Guarantors
| A. |
Delaware Guarantors:
|
|
1.
|
Delaware Corporation:
|
Cooper B-Line, Inc.
|
2.
|
Delaware LLCs:
|
Cooper Bussmann, LLC
Cooper Crouse-Hinds, LLC
Cooper Power Systems, LLC
Eaton Aerospace LLC
Eaton Electric Holdings LLC
Eaton Filtration LLC
Wright Line LLC
| B. |
New York Guarantor:
|
|
1.
|
New York Corporation:
|
Cooper Wiring Devices, Inc.
| C. |
Other Guarantors:
|
| 1. |
Eaton Capital Unlimited Company
|
| 2. |
Eaton Leasing Corporation
|
| 3. |
Eaton Aeroquip LLC
|
| 4. |
Eaton Controls (Luxembourg) S.à r.l.
|
| 5. |
Eaton Technologies (Luxembourg) S.à r.l.
|
| 6. |
Eaton Domhanda Unlimited Company
|
| 7. |
Cooper Industries Unlimited Company
|
| 8. |
Turlock B.V.
|
| 9. |
Eaton Corporation plc
|
Schedule I – 1
Exhibit 5.10
March 10, 2026
| Eaton Capital Unlimited Company
Eaton House
30 Pembroke Road
Dublin, Ireland D04 Y0C2
|
 |
Ladies and Gentlemen:
We have acted as New York counsel to Eaton Capital Unlimited Company, an Irish public unlimited company (the “Issuer”) and each of the
guarantors listed on Parts A and B of Schedule I hereto (the “Covered Guarantors”), in connection with the preparation and filing under the Securities Act of 1933,
as amended (the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) of (i) a registration
statement on Form S-3ASR (File No. 333-281174) on August 1, 2024 (the “Registration Statement”), (ii) a Prospectus, dated August 1, 2024, forming part of the Registration Statement (the “Base Prospectus”), and (iii) a prospectus supplement, dated March 5, 2026, filed pursuant to Rule 424(b) under the Securities Act (the “Prospectus
Supplement” and, together with the Base Prospectus, the “Prospectus”) relating to the issuance and sale of €600,000,000 in aggregate principal amount of the Company’s 3.550% Notes
due 2034 (the “2034 Notes”) and €600,000,000 in aggregate principal amount of the Company’s 4.000% Notes due 2038 (the “2038 Notes”
and, together the 2034 Notes, the “Notes”). The Notes are being issued pursuant to an indenture, dated as of May 9, 2025 (the “Base
Indenture”), among the Issuer, the Covered Guarantors and each of the entities listed on Part C of Schedule I hereto (the “Non-Covered Guarantors” and, together
with the Covered Guarantors, the “Guarantors”) and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”),
as supplemented by the fourth supplemental indenture, dated as of the date hereof, among the Issuer, the Guarantors and the Trustee (the Base Indenture, as so supplemented, the “Indenture”).
In connection with the issuance and sale of the Notes, the Issuer, the Guarantors and Barclays Bank PLC, BofA Securities Europe SA, Citigroup Global Markets Limited, J.P. Morgan Securities plc and Morgan Stanley & Co. International plc, as
representatives of the several underwriters (collectively, the “Underwriters”), entered into an Underwriting Agreement, dated
March 5, 2026 (the “Underwriting Agreement”), attached to the Terms Agreement dated March 5, 2026 (together with the Underwriting Agreement, the “Terms Agreement”).
This opinion letter is rendered in accordance with the requirements of Item 601(b)(5) of Regulation S–K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to
the contents of the Registration Statement or related prospectus, any prospectus filed pursuant to Rule 424(b) with respect thereto, other than as expressly stated herein with respect to the issuance and sale of the Notes.
In connection with our opinions expressed below, we have examined originals or copies certified or otherwise identified to our satisfaction of the
following documents and such other documents, corporate records, certificates and other statements of government officials and corporate officers of the Issuer and Guarantors, as applicable, as we deemed necessary for the purposes of the opinions
set forth in this opinion letter:
|
March 10, 2026
|
 |
| (a) |
the Registration Statement;
|
| (b) |
the Prospectus;
|
| (c) |
the Indenture;
|
| (d) |
the Notes;
|
| (e) |
the Terms Agreement;
|
| (f) |
certificates of good standing of the Covered Guarantors, as applicable; and
|
| (g) |
(i) the certificates of incorporation (or equivalent documents) of the Covered Guarantors, (ii) the by-laws (or equivalent documents) of the Covered Guarantors and (iii) the resolutions or written consents, as applicable, of the Covered
Guarantors relating to the filing of the Registration Statement, the Indenture and the Notes.
|
We have relied, to the extent we deem such reliance proper, upon such certificates or comparable documents of officers and representatives of the Issuer and the Guarantors, as applicable, and of
public officials and upon statements and information furnished by officers and representatives of the Issuer and the Guarantors with respect to the accuracy of material factual matters contained therein which were not independently established by
us. In rendering the opinions expressed below, we have assumed, without independent investigation or verification of any kind, the genuineness of all signatures on documents we have reviewed, the legal capacity and competency of all natural persons
signing all such documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to authentic, complete original documents of all documents submitted to us as copies, the truthfulness, completeness and
correctness of all factual representations and statements contained in all documents we have reviewed, the accuracy and completeness of all public records examined by us, and the accuracy of all statements in certificates of officers of the Issuer
and the Guarantors that we reviewed.
Based upon the foregoing assumptions and the assumptions set forth below, and subject to the qualifications and limitations stated herein, having considered such questions of law as we have deemed
necessary as a basis for the opinions expressed herein, we are of the opinion that when the Notes have been duly authenticated by the Trustee in accordance with the terms of the Indenture and delivered to and paid for by the Underwriters in
accordance with the terms of the Terms Agreement, (i) the Notes will constitute valid and binding obligations of the Issuer under the laws of the State of New York, enforceable in accordance with their terms, and (ii) the guarantees of the Notes by
the Guarantors will constitute valid and legally binding obligations of the Guarantors under the laws of the State of New York, enforceable in accordance with their terms.
Our opinions expressed above are subject to the qualifications that we express no opinion as to the applicability of, compliance with, or effect of any laws except the laws of the State of New York
and, to the extent relevant for our opinions herein, the Delaware General Corporation Law and the Delaware Limited Liability Company Act. For purposes of our opinions with respect to the Non-Covered Guarantors, we have, without conducting any
research or investigation with respect thereto, relied on the opinions of (i) Lisa Sutton, with respect to matters of Ohio law, (ii) McCann Fitzgerald, with respect to matters of Irish law, (iii) Clifford Chance LLP, with respect to matters of
Dutch law, and (iv) White & Case (Luxembourg) S.à r.l., with respect to matters of Luxembourg law.
|
March 10, 2026
|
|
The opinion expressed above is limited to questions arising under the law of the State of New York, the Delaware General Corporation Law and the Delaware Limited Liability Company Act. We do not
express any opinion as to the laws of any other jurisdiction.
In addition, we have assumed (a) that the Indenture has been authorized, executed and delivered by the Trustee, (b) that the Indenture and the Notes constitute valid and legally binding obligations
of the parties thereto other than the Issuer and the Guarantors, enforceable against such parties in accordance with their respective terms, and (c) the Trustee is in compliance, generally and with respect to acting as trustee under the Indenture,
with all applicable laws and regulations.
The foregoing opinion as to enforceability of obligations of the Issuer and the Guarantors is subject to (i) bankruptcy, insolvency, receivership, conservatorship, liquidation, reorganization,
fraudulent transfer, moratorium or other laws affecting the enforcement of creditors’ rights generally, and by the application of general principles of equity (whether applied by a court in equity or at law) and the discretion of the court before
which any proceedings therefor may be brought (such principles of equity are of general application, and in applying such principles, a court may include a covenant of good faith and fair dealing and apply concepts of reasonableness, mutuality and
materiality); (ii) requirements that a judgment for money damages rendered by a court in the United States be expressed only in U.S. dollars; and (iii) governmental authority to limit, delay or prohibit the making of payments outside the United
States or in foreign currency or composite currency. Rights to indemnification and contribution may also be limited by Federal and state securities laws.
We express no opinion as to the validity, legally binding effect or enforceability of any provision in any agreement or instrument that (i) requires or relates to payment of any interest at a rate
or in an amount which a court would determine in the circumstances under applicable law to be commercially unreasonable or a penalty or a forfeiture or (ii) relates to governing law and submission by the parties to the jurisdiction of one or more
particular courts.
This opinion letter is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of
the Securities Act. This opinion letter is provided solely in connection with the distribution of the Notes pursuant to the Registration Statement and is not to be relied upon for any other purpose.
The opinion expressed above is as of the date hereof only, and we express no opinion as to, and assume no responsibility for, the effect of any fact or circumstance occurring, or of which we learn,
subsequent to the date of this opinion letter, including, without limitation, legislative and other changes in the law or changes in circumstances affecting any party. We assume no responsibility to update this opinion letter for, or to advise you
of, any such facts or circumstances of which we become aware, regardless of whether or not they affect the opinions expressed in this opinion letter.
We hereby consent to the filing of this opinion letter as Exhibit 5.9 to a Current Report on Form 8-K and its incorporation by reference into the Registration Statement and to the reference to our
firm in the Prospectus Supplement under the caption “Legal Opinions”. In giving this consent, we do not hereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission thereunder.
The opinions expressed above are limited to the matters stated in this opinion letter, and no opinion is implied or may be inferred beyond those expressly stated in this opinion letter.
|
March 10, 2026
|
|
|
Very truly yours,
|
|
|
/s/ White & Case LLP
|
SCHEDULE I
Guarantors
| A. |
Delaware Guarantors:
|
|
1.
|
Delaware Corporation:
|
Cooper B-Line, Inc.
|
2.
|
Delaware LLCs:
|
Cooper Bussmann, LLC
Cooper Crouse-Hinds, LLC
Cooper Power Systems, LLC
Eaton Aerospace LLC
Eaton Electric Holdings LLC
Eaton Filtration LLC
Wright Line LLC
| B. |
New York Guarantor:
|
|
1.
|
New York Corporation:
|
Cooper Wiring Devices, Inc.
| C. |
Other Guarantors:
|
| 1. |
Eaton Corporation
|
| 2. |
Eaton Leasing Corporation
|
| 3. |
Eaton Aeroquip LLC
|
| 4. |
Eaton Controls (Luxembourg) S.à r.l.
|
| 5. |
Eaton Technologies (Luxembourg) S.à r.l.
|
| 6. |
Eaton Domhanda Unlimited Company
|
| 7. |
Cooper Industries Unlimited Company
|
| 8. |
Turlock B.V.
|
| 9. |
Eaton Corporation plc
|
Schedule I – 1