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IR > SEC Filings for IR > Form 8-K on 6-Jul-2009All Recent SEC Filings

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Form 8-K for INGERSOLL-RAND PLC


6-Jul-2009

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obl


Item 1.01. Entry into a Material Definitive Agreement.

On July 1, 2009, Ingersoll-Rand Global Holding Company Limited, a Bermuda company ("IR-Global"), amended and restated its commercial paper program (as amended, the "Commercial Paper Program") pursuant to which IR-Global may issue, on a private placement basis, unsecured commercial paper notes (the "Notes") up to a maximum aggregate amount outstanding at any time of $2.25 billion. Under the Commercial Paper Program, IR-Global may issue the Notes from time to time, and the proceeds of such financings will be used for general corporate purposes. Amounts available under the Commercial Paper Program may be re-borrowed. Each of Ingersoll-Rand plc, an Irish public limited company ("IR-Ireland"), Ingersoll-Rand Company Limited, a Bermuda company ("IR-Bermuda"), and Ingersoll-Rand International Holding Limited, a Bermuda company ("IR-International"), has provided an irrevocable and unconditional guarantee for the Notes issued under the Commercial Paper Program.

J.P. Morgan Securities Inc., Banc of America Securities LLC, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. will act as dealers under the Commercial Paper Program (collectively, the "Dealers") pursuant to the terms and conditions of their respective Commercial Paper Dealer Agreements with IR-Global, IR-Ireland, IR-Bermuda and IR-International (each, a "Dealer Agreement" and collectively, the "Dealer Agreements"). JPMorgan Chase Bank, National Association, will act as issuing and paying agent under the Commercial Paper Program (the "Agent") pursuant to the terms and conditions of the Issuing and Paying Agency Agreement (the "IPA Agreement"). The Dealers and the Agent and certain of their respective affiliates have performed and/or may in the future perform various commercial banking, investment banking and other financial advisory services for IR-Global, IR-Ireland, IR-Bermuda and IR-International and their affiliates for which the Dealers, the Agent and/or their respective affiliates have received and/or will receive customary fees and expenses.

The Dealer Agreements provide the terms under which the Dealers will either purchase from IR-Global or arrange for the sale by IR-Global of the Notes pursuant to an exemption from federal and state securities laws. The Dealer Agreements contain customary representations, warranties, covenants and indemnification provisions. The maturities of the Notes will vary, but may not exceed 397 days from the date of issue. The Notes are not redeemable or subject to voluntary prepayment by IR-Global prior to maturity. The IPA Agreement provides for the issuance and payment of the Notes and contains customary representations, warranties, covenants and indemnification provisions.

The description above is a summary of the IPA Agreement and the Dealer Agreements and is qualified in its entirety by the IPA Agreement and the Dealer Agreements, which are attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, and are incorporated by reference herein.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The descriptions of the Commercial Paper Program under Item 1.01 are incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number    Description
 10.1     Issuing and Paying Agency Agreement by and among Ingersoll-Rand Global
          Holding Company Limited, Ingersoll-Rand plc, Ingersoll-Rand Company
          Limited, Ingersoll-Rand International Holding Limited and JPMorgan Chase
          Bank, National Association, dated as of July 1, 2009.

 10.2     Amended and Restated Commercial Paper Dealer Agreement among
          Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company
          Limited, Ingersoll-Rand plc, Ingersoll-Rand International Holding
          Limited and J.P. Morgan Securities Inc., dated as of July 1, 2009.


--------------------------------------------------------------------------------
Exhibit
Number    Description
 10.3     Amended and Restated Commercial Paper Dealer Agreement among
          Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company
          Limited, Ingersoll-Rand plc, Ingersoll-Rand International Holding
          Limited and Banc of America Securities LLC, dated as of July 1, 2009.

 10.4     Amended and Restated Commercial Paper Dealer Agreement among
          Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company
          Limited, Ingersoll-Rand plc, Ingersoll-Rand International Holding
          Limited and Citigroup Global Markets Inc., dated as of July 1, 2009.

 10.5     Amended and Restated Commercial Paper Dealer Agreement among
          Ingersoll-Rand Global Holding Company Limited, Ingersoll-Rand Company
          Limited, Ingersoll-Rand plc, Ingersoll-Rand International Holding
          Limited and Deutsche Bank Securities Inc., dated as of July 1, 2009.


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