Exhibit 4.7
TRUST AGREEMENT
OF
INGERSOLL-RAND FINANCING III
THIS TRUST AGREEMENT is made as of November 2, 2000 (this "Trust
Agreement"), by and among Ingersoll-Rand Company, as depositor (the
"Depositor"), and Mark A. Ferrucci, as trustee, Nancy Casablanca, as
trustee, Ronald G. Heller, as trustee, and Patricia Nachtigal, as trustee
(collectively, the "Trustees"). The Depositor and the Trustees hereby
agree as follows:
1. The trust created hereby shall be known as "Ingersoll-Rand
Financing III" (the "Trust"), in which name the Trustees or the
Depositor, to the extent provided herein, may conduct the business of the
Trust, make and execute contracts, and sue and be sued.
2. The Depositor hereby assigns, transfers, conveys and sets over
to the Trust the sum of $10. It is the intention of the parties hereto
that the Trust created hereby constitute a business trust under Chapter
38 of Title 12 of the Delaware Code, 12 Del. C. Section 3801, et seq.
(the "Business Trust Act"), and that this document constitute the
governing instrument of the Trust. The Trustees are hereby authorized
and directed to execute and file a certificate of trust with the Delaware
Secretary of State in such form as the Trustees may approve.
3. An amended and restated Trust Agreement satisfactory to each
party to it and substantially in the form to be included as an exhibit to
the Registration Statement (the "1933 Act Registration Statement")
referred to below, or in such other form as the parties thereto may
approve, will be entered into to provide for the contemplated operation
of the Trust created hereby and the issuance of the preferred securities
of the Trust and common securities of the Trust referred to therein.
Prior to the execution and delivery of such amended and restated Trust
Agreement, the Trustees shall not have any duty or obligation hereunder
or with respect of the trust estate, except as otherwise required by
applicable law or as may be necessary to obtain prior to such execution
and delivery any licenses, consents or approvals required by applicable
law or otherwise. Notwithstanding the foregoing, the Trustees may take
all actions deemed proper as are necessary to effect the transactions
contemplated herein.
4. The Depositor, as the depositor of the Trust, is hereby
authorized (i) to file with the Securities and Exchange Commission (the
"Commission") and to execute, in the case of the 1933 Act Registration
Statement and 1934 Act Registration Statement (as herein defined), on
behalf of the Trust, (a) the 1933 Act Registration Statement, including
pre-effective or post-effective amendments to such Registration
Statement, relating to the registration under the Securities Act of 1933,
as amended (the "1933 Act"), of the preferred securities of the Trust,
(b) any preliminary prospectus or prospectus or supplement thereto
relating to the preferred securities of the Trust required to be filed
pursuant to the 1933 Act, and (c) a Registration Statement on Form 8-A or
other appropriate form (the "1934 Act Registration Statement") (including
all pre-effective and post-effective amendments thereto) relating to the
registration of the preferred securities of the Trust under the
Securities Exchange Act of 1934, as amended; (ii) to file with the New
York Stock Exchange or other exchange, and execute on behalf of the Trust
a listing application and all other applications, statements,
certificates, agreements and other instruments as shall be necessary or
desirable to cause the preferred securities of the Trust to be listed on
the New York Stock Exchange or such other exchange; (iii) to file and
execute on behalf of the Trust such applications, reports, surety bonds,
irrevocable consents, appointments of attorney for service of process and
other papers and documents as shall be necessary or desirable to register
the preferred securities of the Trust under the securities or "Blue Sky"
laws of such jurisdictions as the Depositor, on behalf of the Trust, may
deem necessary or desirable; and (iv) to execute, deliver and perform on
behalf of the Trust an underwriting agreement with the Depositor and the
underwriter or underwriters of the preferred securities of the Trust. In
the event that any filing referred to in clauses (i)-(iii) above is
required by the rules and regulations of the Commission, the New York
Stock Exchange or other exchange, or state securities or Blue Sky laws to
be executed on behalf of the Trust by the Trustees, the Trustees, in
their capacities as trustees of the Trust, are hereby authorized and
directed to join in any such filing and to execute on behalf of the Trust
any and all of the foregoing, it being understood that the Trustees, in
their capacities as trustees of the Trust, shall not be required to join
in any such filing or execute on behalf of the Trust any such document
unless required by the rules and regulations of the Commission, the New
York Stock Exchange or other exchange, or state securities or Blue Sky
laws.
In connection with all of the foregoing, the Trustees, solely in
their capacities as trustees of the Trust, and the Depositor hereby
constitute and appoint Patricia Nachtigal, David W. Devonshire and
Herbert L. Henkel as his, her or its, as the case may be, true and lawful
attorney-in-fact and agent with full power of substitution and
resubstitution for the Depositor or in the Depositor's name, place and
stead, in any and all capacities, to sign any and all amendments
(including all pre-effective and post-effective amendments) to the 1933
Act Registration Statement and the 1934 Act Registration Statement and to
file the same, with all exhibits thereto, and any other documents in
connection therewith, with the Commission, granting unto said attorney-
in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as the Depositor might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his respective substitute or substitutes,
shall do or cause to be done by virtue hereof.
5. This Trust Agreement may be executed in one or more
counterparts.
6. The number of trustees of the Trust initially shall be four
and thereafter the number of trustees of the Trust shall be such number
as shall be fixed from time to time by a written instrument signed by the
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Depositor which may increase or decrease the number of trustees of the
Trust; provided, however, that to the extent required by the Business
Trust Act, one trustee of the Trust shall either be a natural person who
is a resident of the State of Delaware or, if not a natural person, an
entity which has its principal place of business in the State of
Delaware. Subject to the foregoing, the Depositor is entitled to appoint
or remove without cause any trustee of the Trust at any time. Any
trustee of the Trust may resign upon thirty days' prior notice to the
Depositor.
8. The Trust may be dissolved and terminated before the issuance
of the preferred securities of the Trust at the election of the
Depositor.
7. This Trust Agreement shall be governed by, and construed in
accordance with, the laws of the State of Delaware (with regard to
conflict of laws principles).
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS WHEREOF, the parties hereto have caused this Trust
Agreement to be duly executed as of the day and year first above written.
INGERSOLL-RAND COMPANY,
as depositor
By:/s/ Pstricia Nachtigal
-----------------------------------
Name: Patricia Nachtigal
Title: Senior Vice President and
General Counsel
NANCY CASABLANCA, as trustee MARK A. FERRUCCI, as trustee
/s/ Nancy Casablanca /s/ Mark A. Ferrucci
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RONALD G. HELLER, as trustee PATRICIA NACHTIGAL, as trustee
/s/ Ronald G. Heller /s/ Particia Nachtigal
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