8-K

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 - March 2, 2009

(Date of earliest event reported)

INGERSOLL-RAND COMPANY LIMITED

(Exact name of registrant as specified in its charter)

Bermuda	001-16831	75-2993910
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

Clarendon House

2 Church Street

Hamilton HM 11, Bermuda

(Address of principal executive offices, including zip code)

(441) 295-2838

(Registrant’s phone number, including area code)

N/A

(Former name or former address, if changed since last report)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry Into a Material Definitive Agreement.

On March 2, 2009, our Credit Agreement dated as of June 27, 2008 among Ingersoll-Rand Company Limited; Ingersoll-Rand Global Holding Company Limited; J.P. Morgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, Bank of America, N.A., Deutsche Bank Securities Inc., The Bank of Tokyo Mitsubishi, Ltd., New York Branch, BNP Paribas and William Street LLC, as Documentation Agents, and J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners; and certain lending institutions from time to time parties thereto (the “June 27 2008 Credit Agreement”), our Credit Agreement dated as of June 5, 2008 among Ingersoll-Rand Company Limited; Ingersoll-Rand Global Holding Company Limited; JPMorgan Chase Bank, N.A., as administrative agent; Credit Suisse Securities (USA) LLC and Goldman Sachs Credit Partners L.P., as syndication agents; J.P. Morgan Securities Inc., Credit Suisse Securities (USA) LLC and Goldman Sachs Credit Partners L.P., as joint lead arrangers and joint bookrunners; and the lending institutions from time to time parties thereto (the “June 5 2008 Credit Agreement”), our Credit Agreement dated as of August 12, 2005, among Ingersoll-Rand Company and Ingersoll-Rand Company Limited, the banks listed therein, and Citicorp USA, Inc., as Syndication Agent, and Bank of America, N.A., Deutsche Bank Securities Inc., The Bank of Tokyo-Mitsubishi, Ltd., New York Branch and UBS Securities LLC, as Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Lead Arrangers and Bookrunners (the “2005 Credit Agreement”) and our Credit Agreement, dated as of June 25, 2004, among Ingersoll-Rand Company and Ingersoll-Rand Company Limited, the banks listed therein, The JPMorgan Chase Bank, as Administrative Agent, Citibank N.A., and Deutsche Bank Securities Inc., as Co-Syndication Agents, and The Bank of Tokyo-Mitsubishi, Ltd, as Documentation Agent, and J.P. Morgan Securities Inc., as Lead Arranger and Bookrunner (the “2004 Credit Agreement”, and together with the 2005 Credit Agreement, the June 5 2008 Credit Agreement and the June 27 2008 Credit Agreement, the “Credit Agreements”), were amended to permit: (1) the formation of new holding companies above Ingersoll-Rand Company Limited, subject to certain conditions; and (2) the Ingersoll Rand entities bound by the provisions of the asset sales covenant under the Credit Agreements to transfer all or substantially all of their assets to the ultimate Ingersoll Rand parent company or to direct or indirect wholly-owned subsidiaries of the ultimate Ingersoll Rand parent company where there is no default or event of default and where the transferee of the assets shall undertake to be bound by the negative pledge and asset sales restrictions under the Credit Agreements (except that in the event of a transaction whereby the Ingersoll Rand entity that is permitted to borrow under the relevant Credit Agreement is the transferor of all or substantially all of its assets, the transferee shall agree to assume all obligations of the transferor under the Credit Agreement and must satisfy certain other conditions). In addition, the Credit

2

Agreements were amended to provide for the guarantee of all the obligations of the borrowers under each of the Credit Agreements by the ultimate Ingersoll Rand parent company, as well as by any other person that guarantees the Company’s public debt or each of the other Credit Agreements. The amendments also effected a variety of technical changes to various definitions and other provisions of the Credit Agreements.

The foregoing summary of the amendments to the Credit Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the amendments, which are filed as exhibits 99.1 – 99.4 to this Current Report on Form 8-K and incorporated herein by reference.

Item 8.01. Other Events.

Ingersoll-Rand Company Limited (the “Company”) issued a press release on March 5, 2009 announcing a reorganization of the Company, including the establishment of the Company’s tax residency in Ireland and, following the satisfaction of certain conditions, a newly formed Irish company, Ingersoll-Rand plc, replacing the Company as the ultimate parent company. A copy of the press release is attached as Exhibit 99.5 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Amendment No. 1 dated as of March 2, 2009 to the Credit Agreement dated as of June 27, 2008 among Ingersoll-Rand Company Limited; Ingersoll-Rand Global Holding Company Limited; J.P. Morgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, Bank of America, N.A., Deutsche Bank Securities Inc., The Bank of Tokyo Mitsubishi, Ltd., New York Branch, BNP Paribas and William Street LLC, as Documentation Agents, and J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners; and certain lending institutions from time to time parties thereto
99.2	Amendment No. 1 dated as of March 2, 2009 to the Credit Agreement dated as of June 5, 2008 among Ingersoll-Rand Company Limited; Ingersoll-Rand Global Holding Company Limited; JPMorgan Chase Bank, N.A., as administrative agent;

3

	Credit Suisse Securities (USA) LLC and Goldman Sachs Credit Partners L.P., as syndication agents; J.P. Morgan Securities Inc., Credit Suisse Securities (USA) LLC and Goldman Sachs Credit Partners L.P., as joint lead arrangers and joint bookrunners; and the lending institutions from time to time parties thereto
99.3	Amendment No. 1 dated as of March 2, 2009 to the Credit Agreement dated as of August 12, 2005, among Ingersoll-Rand Company and Ingersoll-Rand Company Limited, the banks listed therein, and Citicorp USA, Inc., as Syndication Agent, and Bank of America, N.A., Deutsche Bank Securities Inc., The Bank of Tokyo-Mitsubishi, Ltd., New York Branch and UBS Securities LLC, as Documentation Agents, and JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Lead Arrangers and Bookrunners
99.4	Amendment No. 1 dated as of March 2, 2009 to the Credit Agreement, dated as of June 25, 2004, among Ingersoll-Rand Company and Ingersoll-Rand Company Limited, the banks listed therein, The JPMorgan Chase Bank, as Administrative Agent, Citibank N.A., and Deutsche Bank Securities Inc., as Co-Syndication Agents, and The Bank of Tokyo-Mitsubishi, Ltd, as Documentation Agent, and J.P. Morgan Securities Inc., as Lead Arranger and Bookrunner
99.5	Press Release, dated March 5, 2009

4

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.

	INGERSOLL-RAND COMPANY LIMITED
	(Registrant)
Date: March 5, 2009	/s/ Patricia Nachtigal
	Patricia Nachtigal
	Senior Vice President and General Counsel

5

EX-99.1

Exhibit 99.1

EXECUTION COPY

AMENDMENT NO. 1 dated as of March 2, 2009 (this “Amendment”), to the Credit Agreement dated as of June 27, 2008 (the “Credit Agreement”), among INGERSOLL-RAND COMPANY LIMITED, INGERSOLL-RAND GLOBAL HOLDING COMPANY LIMITED, the several banks and other financial institutions from time to time parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A., as Syndication Agent, BANK OF AMERICA, N.A., DEUTSCHE BANK SECURITIES INC., THE BANK OF TOKYO MITSUBISHI, LTD., NEW YORK BRANCH, BNP PARIBAS and WILLIAM STREET LLC, as Documentation Agents, and J.P. MORGAN SECURITIES INC. and CITIGROUP GLOBAL MARKETS INC., as joint lead arrangers and joint bookrunners. Capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement.

WHEREAS pursuant to the Credit Agreement, the Banks and the Issuing Bank have agreed to extend credit to the Borrowers on the terms and subject to the conditions set forth therein;

WHEREAS the Borrowers have requested that certain provisions of the Credit Agreement be amended as set forth herein; and

WHEREAS the undersigned Banks are willing to amend such provisions of the Credit Agreement on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:

SECTION 1. Amendments. (a) Section 1.1 of the Credit Agreement is hereby amended by adding the following terms in proper alphabetical order:

“Amendment No. 1” means Amendment No. 1 dated as of March 2, 2009, to this Agreement.

“Amendment No. 1 Effective Date” means the date on which Amendment No. 1 shall have become effective in accordance with its terms.

“Loan Party” means each Borrower, each Additional Borrower and any Guarantor.

“Subsequent Parent Company” has the meaning assigned to such term in the definition of the term “IR Parent” in this Section 1.1.

(b) The definition of the term “Guarantors” set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Guarantors” means, collectively, (a) with respect to the Obligations of IR Parent and any Additional Borrower, IR Global, (b) with respect to the Obligations of IR Global and any Additional Borrowers, IR Parent, (c) any other Person (except IR) that guarantees IR Parent’s (or any of its assignee’s) outstanding Public Debt or IR Parent’s indebtedness under the 2004 5-Year Existing Credit Agreement or 2005 5-year Existing Credit Agreement and (d) any other Person (except IR Global and IR) that guarantees any other Public Debt of IR Global; and “Guarantor” means any one of them.

(c) The definition of the term “IR Parent” set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“IR Parent” shall mean, except as otherwise expressly provided herein and except as the context may otherwise require, (x) until such time as a Subsequent Parent Company shall become a party hereto, Ingersoll-Rand Company Limited or (y) the Subsequent Parent Company. For purposes of this Agreement, the “Subsequent Parent Company” shall be the Person that becomes the owner, directly or indirectly, of 100% of the outstanding shares of common stock of, or otherwise merges, amalgamates or consolidates with, Ingersoll-Rand Company Limited (or, if applicable, the existing Subsequent Parent Company) in a transaction where the direct or indirect holders of the capital stock of Ingersoll-Rand Company Limited (or, if applicable, the existing Subsequent Parent Company) that are entitled to vote generally in the election of the board of directors of such company immediately following such transaction are substantially the same as the holders of such capital stock immediately prior to the consummation of such transaction, so long as such Person (1) executes and delivers a copy of this Agreement (whereupon such Person shall become a party to this Agreement with the same force and effect as if such Person had executed this Agreement as “IR Parent” on the Effective Date), (2) becomes a Guarantor pursuant to the terms of Section 9.16(j) hereof and (3) is organized under the laws of Bermuda, Ireland, the United States of America (or any State thereof or the District of Columbia) or any other jurisdiction that is, after consultation with the Banks, reasonably satisfactory to the Administrative Agent (it being understood that, upon the consummation of such transaction and compliance with the requirements set forth in the immediately preceding clauses (1), (2) and (3), the existing Subsequent Parent Company shall no longer be “IR Parent” for purposes of this Agreement). Notwithstanding the foregoing, on and after such time as a Subsequent Parent Company shall become a party hereto, Ingersoll-Rand Company Limited and each Person that, prior to such time, was the Subsequent Parent Company shall continue to be bound by the covenants set forth in Sections 5.6, 5.7 and 5.9 as if it were IR Parent.

(d) The definition of the term “Ratings” set forth in Section 1.1 of the Credit Agreement is hereby amended by replacing the text “IR Parent’s” in such definition with the text “IR Global’s”.

(e) Section 2.1 of the Credit Agreement is hereby amended by inserting the following text at the end thereof:

(c) Notwithstanding the foregoing, on and after the Amendment No. 1 Effective Date, IR Parent shall not be permitted to make any Borrowings under this Article II.

2

(f) Section 2.7(f) of the Credit Agreement is hereby amended by replacing each occurrence of the text “IR Parent” in such Section with the text “IR Global”.

(g) Section 4.1 of the Credit Agreement is hereby amended by (i) replacing the text “Borrower” in the first line thereof with the text “Loan Party” and (ii) by replacing the text “Bermuda” in the second line thereof with the text “the jurisdiction of its organization”.

(h) Section 4.2 of the Credit Agreement is hereby amended by replacing all references to the text “Borrower” and the text “Borrower’s” therein with the text “Loan Party” and the text “Loan Party’s”, respectively.

(i) Section 4.3 of the Credit Agreement is hereby amended by replacing the first reference to the text “Borrower” therein with the text “Loan Party”.

(j) Section 4.10 of the Credit Agreement is hereby amended by replacing the text “Neither Borrower” therein with the text “No Loan Party”.

(k) Section 5.3 of the Credit Agreement is hereby amended by replacing the text “or” immediately prior to clause (ii) of such Section with the text “,” and by inserting the following new clause (iii) immediately after clause (ii) of such Section:

or (iii) any transaction with respect to any Borrower that is expressly permitted by Section 5.7

(l) Section 5.6(a)(v) of the Credit Agreement is hereby amended by inserting immediately after each reference to the text “Bermuda” therein, the text “or the jurisdiction of organization of IR Parent”.

(m) Section 5.7 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Neither Borrower will (i) consolidate, amalgamate or merge with or into any other Person, unless (A) the company surviving such consolidation, amalgamation or merger is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent and (B) immediately after giving effect to such consolidation, amalgamation or merger, no Default shall have occurred and be continuing or (ii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of its assets to any other Person, unless (A) the applicable purchaser, lessee or transferee is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent (including, without limitation, through a liquidation, dissolution, liquidating distribution or equivalent transaction under the laws of the applicable jurisdiction), (B) immediately after giving effect to such transfer, no Default shall have occurred and be continuing and (C) except in the case of any such transaction involving the sale of all or substantially all of the assets of IR Global (which transactions shall be subject to the last sentence of this Section 5.7), such

3

purchaser, lessee or transferee explicitly agrees to be bound by the terms of Section 5.6 and this Section 5.7 as if it were a Borrower. Notwithstanding the foregoing, in the case of any transaction permitted by this Section 5.7 whereby IR Global is not the surviving company of a merger, amalgamation or consolidation (in the case of a transaction permitted by clause (i) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (ii) of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, shall (x) affirmatively agree, in a writing satisfactory to the Administrative Agent, to be bound by the terms of this Agreement and assume the obligations hereunder of IR Global (and shall thereafter be deemed to be IR Global for purposes of this Agreement) and (y) be organized and exist under the law of Bermuda, Ireland, the United States of America (or any State thereof or the District of Columbia) or any other jurisdiction that is reasonably satisfactory to the Administrative Agent; provided that, with respect to any such other jurisdiction, (A) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (which, in any event, shall be at least 20 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization) from such Borrower of the proposed merger, amalgamation, consolidation or transfer and the resulting change in the jurisdiction of organization of such Borrower to such other jurisdiction, (B) neither Borrower nor the Administrative Agent shall have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction and (C) without limiting the applicability of Article VIII, such Borrower shall have agreed, in writing in form and substance reasonably satisfactory to the Administrative Agent, to indemnify each Bank, within 30 days after delivery by such Bank of a written demand listing the amounts to be indemnified, together with calculations in reasonable detail supporting such amounts, for (1) the increased cost of making or maintaining any Loan or other extension of credit hereunder to such Person and (2) the reduction, as deemed material by such Bank, of any sum received or receivable by such Bank (or its Applicable Lending Office), in each case, by reason of the fact that such Person is organized under the laws of such other jurisdiction; provided further that, other than increased costs or reductions in amounts receivable required by applicable law or regulation in existence at the time such Borrower’s jurisdiction of organization changes which are notified to such Borrower at least ten Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization, no such compensation may be claimed in respect of any Loan or other extension of credit hereunder for any period prior to the date 60 days before the date of notice by such Bank to such Borrower of its intention to make claims therefor.

(n) Section 6.1(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(b) either Borrower (or, solely with respect to the failure to observe or perform the covenants contained in Sections 5.6 and 5.7, any Subsidiary that becomes bound by such covenant in accordance with the terms thereof) shall fail to observe or perform any covenant contained in Section 5.5 to 5.9, inclusive;

4

(o) Section 6.1(j) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(j) any Person or group of Persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended), other than pursuant to a transaction contemplated by the definition of “Subsequent Parent Company” whereby a Person shall become the Subsequent Parent Company, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of 25% or more of the outstanding shares of common stock of IR Parent; or, during any period of 25 consecutive calendar months, directors of Ingersoll-Rand Company Limited on the date hereof (the “Current Board”), or such directors who are recommended or endorsed for election to the board of directors of IR Parent by a majority of the Current Board or their successors so recommended or endorsed, shall cease to constitute a majority of the board of directors of IR Parent; or IR Parent shall have ceased to own, directly or indirectly, 100% of the outstanding shares of common stock of IR Global;

(p) Section 6.1(k) of the Credit Agreement is hereby amended by replacing the text “either” with the text “any” after the text “shall cease to be effective or”.

(q) Section 9.16(a)(ii) of the Credit Agreement is hereby amended by replacing the text “IR Parent” with the text “each Guarantor (other than IR Global or such Additional Borrower, as the case may be)”.

(r) Section 9.16 of the Credit Agreement is hereby amended by adding the following text at the end thereof:

(j) Any Person that is required to become a Guarantor pursuant to the definition of “Guarantor” in Section 1.1 hereof or pursuant to the definition of the term “IR Parent” in Section 1.1 hereof shall execute and deliver a copy of this Agreement and thereupon such Person shall become a Guarantor hereunder with the same force and effect as if such Person had executed this Agreement as a Guarantor on the Effective Date. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.

SECTION 2. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each of the Borrowers represents and warrants to each of the Banks and the Administrative Agent that, immediately after giving effect to this Amendment, (a) the representations and warranties contained in the Credit Agreement are true and correct in all material respects on and as of the Amendment Effective Date, except to the extent such representations and warranties expressly relate only to an earlier date; and (b) no Default or Event of Default has occurred and is continuing.

SECTION 3. Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) on the date on which (a) the Administrative Agent shall have received counterparts of this Amendment that, when

5

taken together, bear the signatures of (i) the Borrowers and (ii) the Required Banks, (b) Amendments No. 1 to each of the 2004 5-Year Existing Credit Agreement, the 2005 5-Year Existing Credit Agreement and the June 5 Credit Agreement (as defined below) have become effective in accordance with their respective terms and (c) the Administrative Agent shall have received all amounts due and payable on or prior to the Amendment Effective Date, including, the reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrowers in connection with this Amendment. “June 5 Credit Agreement” shall mean the Credit Agreement dated as of June 5, 2008, among IR Parent, IR Global, JPMorgan Chase Bank, N.A., as administrative agent, Credit Suisse Securities (USA) LLC and Goldman Sachs Credit Partners L.P., as syndication agents, and J.P. Morgan Securities Inc., Credit Suisse Securities (USA) LLC and Goldman Sachs Credit Partners L.P., as joint lead arrangers and joint bookrunners.

SECTION 4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or electronic (i.e., “pdf”) transmission shall be as effective as delivery of a manually executed counterpart hereof.

SECTION 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 6. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

SECTION 7. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Banks, the Administrative Agent or the Borrowers under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement, as modified hereby.

[Remainder of this page intentionally left blank]

6

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written.

INGERSOLL-RAND COMPANY LIMITED,
by	/s/ BARBARA A. SANTORO
Name:	Barbara A. Santoro
Title:	Vice President – Corporate Governance and Secretary

INGERSOLL-RAND GLOBAL HOLDING COMPANY LIMITED,
by	/s/ BARBARA A. SANTORO
Name:	Barbara A. Santoro
Title:	Vice President & Secretary

[Amendment No. 1 to 06/27/08 Credit Agreement]

JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Bank,
by	/s/ RICHARD W. DUKER
Name:	Richard W. Duker
Title:	Managing Director

[Amendment No. 1 to 06/27/08 Credit Agreement]

BANCO SANTANDER S.A., NY BRANCH
by	/s/ JORGE SAAVEDRA
Name:	Jorge Saavedra
Title:	Executive Director

by	/s/ JESUS LOPEZ
Name:	Jesus Lopez
Title:	Senior Vice President

[Amendment No. 1 to 06/27/08 Credit Agreement]

BANK OF AMERICA, N.A.,
by	/s/ JEFF HALLMARK
Name:	Jeff Hallmark
Title:	Senior Vice President

[Amendment No. 1 to 06/27/08 Credit Agreement]

THE BANK OF NEW YORK MELLON
by	/s/ CARL S. TABACJAR, JR.
Name:	Carl S. Tabacjar, Jr.
Title:	Vice President

[Amendment No. 1 to 06/27/08 Credit Agreement]

BANK OF NOVA SCOTIA
by	/s/ TODD S. MELLER
Name:	Todd S. Meller
Title:	Managing Director

[Amendment No. 1 to 06/27/08 Credit Agreement]

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. New York Branch
by	/s/ LILLIAN KIM
Name:	Lillian Kim
Title:	Authorized Signatory

[Amendment No. 1 to 06/27/08 Credit Agreement]

BNP PARIBAS
by	/s/ MICHAEL KOWALCZUK
Name:	Michael Kowalczuk
Title:	Vice-President

by	/s/ BERANGERE ALLEN
Name:	Berangere Allen
Title:	Vice-President

[Amendment No. 1 to 06/27/08 Credit Agreement]

CITIBANK, N.A.
by	/s/ CHRISTOPHER M. HARTZELL
Name:	Christopher M. Hartzell
Title:	Vice President

[Amendment No. 1 to 06/27/08 Credit Agreement]

CREDIT SUISSE, Cayman Islands Branch
by	/s/ KARL M. STUDER
Name:	Karl M. Studer
Title:	Director

by	/s/ JAY CHALL
Name:	Jay Chall
Title:	Director

[Amendment No. 1 to 06/27/08 Credit Agreement]

DEUTSCHE BANK AG New York Branch, as a Lender
by	/s/ FREDERICK W. LAIRD
Name:	Frederick W. Laird
Title:	Managing Director

by	/s/ HEIDI SANDQUIST
Name:	Heidi Sandquist
Title:	Director

[Amendment No. 1 to 06/27/08 Credit Agreement]

HSBC BANK USA, NATIONAL ASSOCIATION
by	/s/ PAUL L. HATTON
Name:	Paul L. Hatton
Title:	Managing Director

[Amendment No. 1 to 06/27/08 Credit Agreement]

LLOYDS TSB BANK, PLC
by	/s/ CAROLS LOPEZ
Name:	Carols Lopez
Title:	Associate Director Corporate Banking-USA

by	/s/ DEBORAH CARLSON
Name:	Deborah Carlson
Title:	Director Corporate Banking-USA

[Amendment No. 1 to 06/27/08 Credit Agreement]

MIZUHO CORPORATE BANK, LTD.
by	/s/ ROBERT GALLAGHER
Name:	Robert Gallagher
Title:	Authorized Signatory

[Amendment No. 1 to 06/27/08 Credit Agreement]

NORTHERN TRUST COMPANY
by	/s/ JOHN C. CANTY
Name:	John C. Canty
Title:	Senior Vice President

[Amendment No. 1 to 06/27/08 Credit Agreement]

THE ROYAL BANK OF SCOTLAND PLC
by	/s/ ANGELA REILLY
Name:	Angela Reilly
Title:	Managing Director

[Amendment No. 1 to 06/27/08 Credit Agreement]

STANDARD CHARTERED BANK
by	/s/ JAMES P. HUGHES
Name:	James P. Hughes A2386
Title:	Vice President

by	/s/ ROBERT K. REDDINGTON
Name:	Robert K. Reddington
Title:	AVP/Credit Documentation Credit Risk Control Standard Chartered Bank N.Y.

[Amendment No. 1 to 06/27/08 Credit Agreement]

WILLIAM STREET LLC
by	/s/ MARK WALTON
Name:	Mark Walton
Title:	Authorized Signatory

[Amendment No. 1 to 06/27/08 Credit Agreement]

EX-99.2

Exhibit 99.2

EXECUTION COPY

AMENDMENT NO. 1 dated as of March 2, 2009 (this “Amendment”), to the Credit Agreement dated as of June 5, 2008 (the “Credit Agreement”), among INGERSOLL-RAND COMPANY LIMITED, INGERSOLL-RAND GLOBAL HOLDING COMPANY LIMITED, the several banks and other financial institutions from time to time parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CREDIT SUISSE SECURITIES (USA) LLC and GOLDMAN SACHS CREDIT PARTNERS L.P., as Syndication Agents, and J.P. MORGAN SECURITIES INC., CREDIT SUISSE SECURITIES (USA) LLC and GOLDMAN SACHS CREDIT PARTNERS, L.P., as joint lead arrangers and joint bookrunners. Capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement.

WHEREAS pursuant to the Credit Agreement, the Banks have agreed to extend credit to the Borrower on the terms and subject to the conditions set forth therein;

WHEREAS the Borrower and IR Parent have requested that certain provisions of the Credit Agreement be amended as set forth herein; and

WHEREAS the undersigned Banks are willing to amend such provisions of the Credit Agreement on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:

SECTION 1. Amendments. (a) Section 1.1 of the Credit Agreement is hereby amended by adding the following terms in proper alphabetical order:

“Amendment No. 1” means Amendment No. 1 dated as of March 2, 2009, to this Agreement.

“Amendment No. 1 Effective Date” means the date on which Amendment No. 1 shall have become effective in accordance with its terms.

“Subsequent Parent Company” has the meaning assigned to such term in the definition of the term “IR Parent” in this Section 1.1.

(b) The definition of the term “ERISA Group” set forth in Section 1.1 of the Credit Agreement is hereby amended by deleting footnote 1 at the end thereof.

(c) The definition of the term “IR Parent” set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“IR Parent” shall mean, except as otherwise expressly provided herein and except as the context may otherwise require, (x) until such time as a Subsequent Parent Company shall become a party hereto, Ingersoll-Rand

Company Limited or (y) the Subsequent Parent Company. For purposes of this Agreement, the “Subsequent Parent Company” shall be the Person that becomes the owner, directly or indirectly, of 100% of the outstanding shares of common stock of, or otherwise merges, amalgamates or consolidates with, Ingersoll-Rand Company Limited (or, if applicable, the existing Subsequent Parent Company) in a transaction where the direct or indirect holders of the capital stock of Ingersoll-Rand Company Limited (or, if applicable, the existing Subsequent Parent Company) that are entitled to vote generally in the election of the board of directors of such company immediately following such transaction are substantially the same as the holders of such capital stock immediately prior to the consummation of such transaction, so long as such Person (1) executes and delivers a copy of this Agreement (whereupon such Person shall become a party to this Agreement with the same force and effect as if such Person had executed this Agreement as “IR Parent” on the Closing Date), (2) becomes a Guarantor pursuant to the terms of Section 9.13(h) hereof and (3) is organized under the laws of Bermuda, Ireland, the United States of America (or any State thereof or the District of Columbia) or any other jurisdiction that is, after consultation with the Banks, reasonably satisfactory to the Administrative Agent (it being understood that, upon the consummation of such transaction and compliance with the requirements set forth in the immediately preceding clauses (1), (2) and (3), the existing Subsequent Parent Company shall no longer be “IR Parent” for purposes of this Agreement). Notwithstanding the foregoing, on and after such time as a Subsequent Parent Company shall become a party hereto, Ingersoll-Rand Company Limited and each Person that, prior to such time, was the Subsequent Parent Company shall continue to be bound by the covenants set forth in Sections 5.6, 5.7 and 5.9 as if it were IR Parent.

(d) Section 2.7(f) of the Credit Agreement is hereby amended by replacing each occurrence of the text “IR Parent” in such Section with the text “the Borrower”.

(e) Section 4.3 of the Credit Agreement is hereby amended by replacing the first reference to the text “the Borrower” therein with the text “each Loan Party” and by replacing the second reference to the text “the Borrower” therein with the text “such Loan Party”.

(f) Section 5.3 of the Credit Agreement is hereby amended by replacing the text “or” immediately prior to clause (ii) of such Section with the text “,” and by inserting the following new clause (iii) immediately after clause (ii) of such Section:

or (iii) any transaction with respect to the Borrower or IR Parent that is expressly permitted by Section 5.7

(g) Section 5.6(a)(v) of the Credit Agreement is hereby amended by inserting immediately after each reference to the text “any state thereof” therein, the text “or the jurisdiction of organization of IR Parent”.

2

(h) Section 5.7 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Neither the Borrower nor IR Parent will (i) consolidate, amalgamate or merge with or into any other Person, unless (A) the company surviving such consolidation, amalgamation or merger is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent and (B) immediately after giving effect to such consolidation, amalgamation or merger, no Default shall have occurred and be continuing or (ii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of its assets to any other Person, unless (A) the applicable purchaser, lessee or transferee is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent (including, without limitation, through a liquidation, dissolution, liquidating distribution or equivalent transaction under the laws of the applicable jurisdiction), (B) immediately after giving effect to such transfer, no Default shall have occurred and be continuing and (C) except in the case of any such transaction involving the sale of all or substantially all of the assets of the Borrower (which transactions shall be subject to the last sentence of this Section 5.7), such purchaser, lessee or transferee explicitly agrees to be bound by the terms of Section 5.6 and this Section 5.7 as if it were a Borrower. Notwithstanding the foregoing, in the case of any transaction permitted by this Section 5.7 whereby the Borrower is not the surviving company of a merger, amalgamation or consolidation (in the case of a transaction permitted by clause (i) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (ii) of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, shall (x) affirmatively agree, in a writing satisfactory to the Administrative Agent, to be bound by the terms of this Agreement and assume the obligations hereunder of the Borrower (and shall thereafter be deemed to be the Borrower for purposes of this Agreement) and (y) be organized and exist under the law of Bermuda, Ireland, the United States of America (or any State thereof or the District of Columbia) or any other jurisdiction that is reasonably satisfactory to the Administrative Agent; provided that, with respect to any such other jurisdiction, (A) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (which, in any event, shall be at least 20 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization) from the Borrower of the proposed merger, amalgamation, consolidation or transfer and the resulting change in the jurisdiction of organization of the Borrower to such other jurisdiction, (B) neither the Borrower nor the Administrative Agent shall have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction and (C) without limiting the applicability of Article VIII, the Borrower shall have agreed, in writing in form and substance reasonably satisfactory to the Administrative Agent, to indemnify each Bank, within 30 days after delivery by such Bank of a written demand listing the amounts to be indemnified, together with calculations in reasonable detail supporting such amounts, for (1) the increased cost of making or maintaining any Loan or other extension of credit hereunder to such Person and (2) the reduction, as deemed material by such Bank, of any sum received or receivable by such Bank (or its Applicable Lending Office), in each case, by reason of the fact that such Person is organized under the laws of such other jurisdiction; provided further that, other than increased costs or reductions in amounts receivable required by applicable law or regulation in existence at the time the Borrower’s jurisdiction of

3

organization changes which are notified to the Borrower at least ten Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization, no such compensation may be claimed in respect of any Loan or other extension of credit hereunder for any period prior to the date 60 days before the date of notice by such Bank to the Borrower of its intention to make claims therefor.

(i) Section 6.1(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(b) the Borrower or IR Parent (or, solely with respect to the failure to observe or perform the covenants contained in Sections 5.6 and 5.7, any Subsidiary that becomes bound by such covenant in accordance with the terms thereof) shall fail to observe or perform any covenant contained in Section 5.5 to 5.9, inclusive;

(j) Section 6.1(j) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(j) any Person or group of Persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended), other than pursuant to a transaction contemplated by the definition of “Subsequent Parent Company” whereby a Person shall become the Subsequent Parent Company, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of 25% or more of the outstanding shares of common stock of IR Parent; or, during any period of 25 consecutive calendar months, directors of Ingersoll-Rand Company Limited on the date hereof (the “Current Board”), or such directors who are recommended or endorsed for election to the board of directors of IR Parent by a majority of the Current Board or their successors so recommended or endorsed, shall cease to constitute a majority of the board of directors of IR Parent; or IR Parent shall have ceased to own, directly or indirectly, 100% of the outstanding shares of common stock of the Borrower;

SECTION 2. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each of the Borrower and IR Parent represents and warrants to each of the Banks and the Administrative Agent that, immediately after giving effect to this Amendment, (a) the representations and warranties contained in the Credit Agreement (other than the representation and warranty set forth in Section 4.5 of the Credit Agreement) are true and correct in all material respects on and as of the Effective Date, except to the extent such representations and warranties expressly relate only to an earlier date; (b) except for the litigation disclosed under the headings “The European Commission Investigation” and “Bath and Kitchen Fixtures Antitrust Litigation and U.S. Department of Justice Competition Investigations” in Trane Inc.’s report filed with the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 2007, there is no action, suit or proceeding pending against, or to the knowledge of IR Parent threatened against or affecting, IR Parent or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which would materially

4

adversely affect the businesses, consolidated financial position or consolidated results of operations of IR Parent and its Consolidated Subsidiaries, taken as a whole, or which in any manner draws into question the validity of the Credit Agreement or the Notes; and (c) no Default or Event of Default has occurred and is continuing.

SECTION 3. Effectiveness. This Amendment shall become effective as of the date first above written (the “Effective Date”) on the date on which (a) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of (i) the Borrower, (ii) IR Parent and (iii) the Required Banks, (b) Amendments No. 1 to each of the 2004 5-Year Existing Credit Agreement, the 2005 5-Year Existing Credit Agreement and the June 27 Credit Agreement (as defined below) have become effective in accordance with their respective terms and (c) the Administrative Agent shall have received all amounts due and payable on or prior to the Effective Date, including, the reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower or IR Parent in connection with this Amendment. “June 27 Credit Agreement” shall mean the Credit Agreement dated as of June 27, 2008, among IR Parent, the Borrower, the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as syndication agent, Bank of America, N.A., Deutsche Bank Securities Inc., The Bank of Tokyo-Mitsubishi Ltd., New York Branch, BNP Paribas and William Street LLC, as documentation agents, and J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners.

SECTION 4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or electronic (i.e., “pdf”) transmission shall be as effective as delivery of a manually executed counterpart hereof.

SECTION 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 6. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

SECTION 7. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Banks, the Administrative Agent, the Borrower or IR Parent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall

5

apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement, as modified hereby.

[Remainder of this page intentionally left blank]

6

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written.

INGERSOLL-RAND COMPANY LIMITED,
by	/s/ BARBARA A. SANTORO
Name:	Barbara A. Santoro
Title:	Vice President – Corporate Governance and Secretary

INGERSOLL-RAND GLOBAL HOLDING COMPANY LIMITED,
by	/s/ BARBARA A. SANTORO
Name:	Barbara A. Santoro
Title:	Vice President & Secretary

[Amendment No. 1 to 06/05/08 Credit Agreement]

JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Bank,
by	/s/ Richard W. Duker
Name:	Richard W. Duker
Title:	Managing Director

[Amendment No. 1 to 06/05/08 Credit Agreement]

CREDIT SUISSE, CAYMAN ISLANDS BRANCH,
by	/s/ KARL M. STUDER
Name:	Karl M. Studer
Title:	Director

[Amendment No. 1 to 06/05/08 Credit Agreement]

GOLDMAN SACHS BANK U.S.,
by	/s/ MARK WALTON
Name:	Mark Walton
Title:	Authorized Signatory

[Amendment No. 1 to 06/05/08 Credit Agreement]

GOLDMAN SACHS CREDIT PARTNERS, L.P.,
by	/s/ MARK WALTON
Name:	Mark Walton
Title:	Authorized Signatory

[Amendment No. 1 to 06/05/08 Credit Agreement]

EX-99.3

Exhibit 99.3

EXECUTION COPY

AMENDMENT NO. 1 dated as of March 2, 2009 (this “Amendment”), to the Credit Agreement dated as of August 12, 2005 (the “Credit Agreement”), among INGERSOLL-RAND COMPANY, INGERSOLL-RAND COMPANY LIMITED, INGERSOLL-RAND GLOBAL HOLDING COMPANY LIMITED, the several banks and other financial institutions from time to time parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITICORP USA, INC., as Syndication Agent, and BANK OF AMERICA, N.A., DEUTSCHE BANK SECURITIES INC., THE BANK OF TOKYO-MITSUBISHI, LTD., NEW YORK BRANCH and UBS SECURITIES LLC, as Documentation Agents. Capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement.

WHEREAS pursuant to the Credit Agreement, the Banks and the Issuing Bank have agreed to extend credit to the Borrower and the Additional Borrowers on the terms and subject to the conditions set forth therein;

WHEREAS the Borrower and IR Parent have requested that certain provisions of the Credit Agreement be amended as set forth herein; and

WHEREAS the undersigned Banks are willing to amend such provisions of the Credit Agreement on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:

SECTION 1. Amendments. (a) Section 1.1 of the Credit Agreement is hereby amended by adding the following terms in proper alphabetical order:

“Amendment No. 1” means Amendment No. 1 dated as of March 2, 2009, to this Agreement.

“Amendment No. 1 Effective Date” means the date on which Amendment No. 1 shall have become effective in accordance with its terms.

“Guarantors” means, collectively, (a) IR Parent, (b) any other Person (except the Borrower) that guarantees IR Parent’s (or any of its assignee’s) outstanding Public Debt or IR Parent’s indebtedness under the 2004 5-Year Existing Credit Agreement and (c) any other Person (except IR Global and the Borrower) that guarantees any other Public Debt of IR Global; and “Guarantor” means any one of them.

“IR Global” means Ingersoll-Rand Global Holding Company Limited.

“Loan Party” means the Borrower, each Additional Borrower and any Guarantor.

“Subsequent Parent Company” has the meaning assigned to such term in the definition of the term “IR Parent” in this Section 1.1.

(b) The definition of the term “IR Parent” set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“IR Parent” shall mean, except as otherwise expressly provided herein and except as the context may otherwise require, (x) until such time as a Subsequent Parent Company shall become a party hereto, Ingersoll-Rand Company Limited or (y) the Subsequent Parent Company. For purposes of this Agreement, the “Subsequent Parent Company” shall be the Person that becomes the owner, directly or indirectly, of 100% of the outstanding shares of common stock of, or otherwise merges, amalgamates or consolidates with, Ingersoll-Rand Company Limited (or, if applicable, the existing Subsequent Parent Company) in a transaction where the direct or indirect holders of the capital stock of Ingersoll-Rand Company Limited (or, if applicable, the existing Subsequent Parent Company) that are entitled to vote generally in the election of the board of directors of such company immediately following such transaction are substantially the same as the holders of such capital stock immediately prior to the consummation of such transaction, so long as such Person (1) executes and delivers a copy of this Agreement (whereupon such Person shall become a party to this Agreement with the same force and effect as if such Person had executed this Agreement as “IR Parent” on the Effective Date), (2) becomes a Guarantor pursuant to the terms of Section 9.16(b) hereof and (3) is organized under the laws of Bermuda, Ireland, the United States of America (or any State thereof or the District of Columbia) or any other jurisdiction that is, after consultation with the Banks, reasonably satisfactory to the Administrative Agent (it being understood that, upon the consummation of such transaction and compliance with the requirements set forth in the immediately preceding clauses (1), (2) and (3), the existing Subsequent Parent Company shall no longer be “IR Parent” for purposes of this Agreement). Notwithstanding the foregoing, on and after such time as a Subsequent Parent Company shall become a party hereto, Ingersoll-Rand Company Limited and each Person that, prior to such time, was the Subsequent Parent Company shall continue to be bound by the covenants set forth in Sections 5.6, 5.7 and 5.9 as if it were IR Parent.

(c) The definitions of the terms “Level I Status”, “Level II Status”, “Level III Status”, “Level IV Status” and “Level V Status” set forth in Section 1.1 of the Credit Agreement are hereby amended by replacing each occurrence of the text “the Borrower’s” in such definitions with the text “IR Global’s”.

(d) The definition of the term “Public Debt” set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Public Debt” means any publicly traded notes, bonds, debentures or similar indebtedness set forth in (a) IR Parent’s Form 10-K for the most recently ended fiscal year or (b) any filings by IR Parent on Form 10-Q or Form 8-K made after the end of the most recently ended fiscal year.

2

(e) Section 2.1 of the Credit Agreement is hereby amended by inserting the following text at the end thereof:

(c) Notwithstanding the foregoing, on and after the Amendment No. 1 Effective Date, IR Parent shall not be permitted to make any Borrowings under this Article II.

(f) Section 2.7(f) of the Credit Agreement is hereby amended by (i) replacing each occurrence of the text “the Borrower’s” in such Section with the text “IR Global’s” and (ii) replacing the text “the Borrower” in such Section with the text “IR Global”.

(g) Section 4.1 of the Credit Agreement is hereby amended by (i) deleting the first sentence of such Section in its entirety, (ii) replacing the first reference therein to the text “IR Parent” with the text “Each Loan Party” and (iii) by replacing the text “Bermuda” therein with the text “the jurisdiction of its organization”.

(h) Section 4.2 of the Credit Agreement is hereby amended and restated in its entirety as follows:

The execution, delivery and performance by each Loan Party of this Agreement and the Notes are within such Loan Party’s corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of such Loan Party or of any judgment, injunction, order or decree binding upon such Loan Party or of any limitation on borrowing imposed by any agreement or other instrument binding upon such Loan Party.

(i) Section 4.3 of the Credit Agreement is hereby amended by replacing all references to the text “the Borrower and IR Parent” therein with the text “each Loan Party”.

(j) Section 4.10 of the Credit Agreement is hereby amended by replacing the text “Neither the Borrower nor IR Parent” therein with the text “No Loan Party”.

(k) Section 5.3 of the Credit Agreement is hereby amended by replacing the text “or” immediately prior to clause (ii) of such Section with the text “,” and by inserting the following new clause (iii) immediately after clause (ii) of such Section:

or (iii) any transaction with respect to the Borrower or IR Parent that is expressly permitted by Section 5.7

(l) Section 5.6(a)(v) of the Credit Agreement is hereby amended by inserting immediately after each reference to the text “any state thereof” therein, the text “or the jurisdiction of organization of IR Parent”.

3

(m) Section 5.7 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Neither the Borrower nor IR Parent will (i) consolidate, amalgamate or merge with or into any other Person, unless (A) the company surviving such consolidation, amalgamation or merger is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent and (B) immediately after giving effect to such consolidation, amalgamation or merger, no Default shall have occurred and be continuing or (ii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of its assets to any other Person, unless (A) the applicable purchaser, lessee or transferee is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent (including, without limitation, through a liquidation, dissolution, liquidating distribution or equivalent transaction under the laws of the applicable jurisdiction), (B) immediately after giving effect to such transfer, no Default shall have occurred and be continuing and (C) except in the case of any such transaction involving the sale of all or substantially all of the assets of the Borrower (which transactions shall be subject to the last sentence of this Section 5.7), such purchaser, lessee or transferee explicitly agrees to be bound by the terms of Section 5.6 and this Section 5.7 as if it were a Borrower. Notwithstanding the foregoing, in the case of any transaction permitted by this Section 5.7 whereby the Borrower is not the surviving company of a merger, amalgamation or consolidation (in the case of a transaction permitted by clause (i) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (ii) of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, shall (x) affirmatively agree, in a writing satisfactory to the Administrative Agent, to be bound by the terms of this Agreement and assume the obligations hereunder of the Borrower (and shall thereafter be deemed to be the Borrower for purposes of this Agreement) and (y) be organized and exist under the law of Bermuda, Ireland, the United States of America (or any State thereof or the District of Columbia) or any other jurisdiction that is reasonably satisfactory to the Administrative Agent; provided that, with respect to any such other jurisdiction, (A) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (which, in any event, shall be at least 20 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization) from the Borrower of the proposed merger, amalgamation, consolidation or transfer and the resulting change in the jurisdiction of organization of the Borrower to such other jurisdiction, (B) neither the Borrower nor the Administrative Agent shall have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction and (C) without limiting the applicability of Article VIII, the Borrower shall have agreed, in writing in form and substance reasonably satisfactory to the Administrative Agent, to indemnify each Bank, within 30 days after delivery by such Bank of a written demand listing the amounts to be indemnified, together with calculations in reasonable detail supporting such amounts, for (1) the increased cost of making or maintaining any Loan or other extension of credit hereunder to such Person and (2) the reduction, as deemed material by such Bank, of any sum received or receivable by such Bank (or its Applicable Lending Office), in each case, by reason of the fact that such Person is organized under the laws of such other jurisdiction; provided further that, other than increased costs or reductions in amounts receivable required by applicable law or regulation in existence at the time the Borrower’s jurisdiction of

4

organization changes which are notified to the Borrower at least ten Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization, no such compensation may be claimed in respect of any Loan or other extension of credit hereunder for any period prior to the date 60 days before the date of notice by such Bank to the Borrower of its intention to make claims therefor.

(n) Section 6.1(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(b) the Borrower or IR Parent (or, solely with respect to the failure to observe or perform the covenants contained in Sections 5.6 and 5.7, any Subsidiary that becomes bound by such covenant in accordance with the terms thereof) shall fail to observe or perform any covenant contained in Section 5.5 to 5.9, inclusive;

(o) Section 6.1(j) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(j) any Person or group of Persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended), other than pursuant to a transaction contemplated by the definition of “Subsequent Parent Company” whereby a Person shall become the Subsequent Parent Company, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of 25% or more of the outstanding shares of common stock of IR Parent; or, during any period of 25 consecutive calendar months, directors of Ingersoll-Rand Company Limited on the date hereof (the “Current Board”), or such directors who are recommended or endorsed for election to the board of directors of IR Parent by a majority of the Current Board or their successors so recommended or endorsed, shall cease to constitute a majority of the board of directors of IR Parent; or IR Parent shall have ceased to own, directly or indirectly, 100% of the outstanding shares of common stock of the Borrower;

(p) Section 6.1(k) of the Credit Agreement is hereby amended by replacing each reference therein to the text “IR Parent” with the text “any Guarantor”.

(q) Section 9.16(b) of the Credit Agreement is hereby amended by replacing each existing reference therein to the text “IR Parent” with the text “each Guarantor” and by adding the following text at the end thereof:

Any Person that is required to become a Guarantor pursuant to the definition of “Guarantor” in Section 1.1 hereof or pursuant to the definition of the term “IR Parent” in Section 1.1 hereof shall execute and deliver a copy of this Agreement and thereupon such Person shall become a Guarantor hereunder with the same force and effect as if such Person had executed this Agreement as a Guarantor on the Effective Date. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.

5

SECTION 2. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each of the Borrower and IR Parent represents and warrants to each of the Banks and the Administrative Agent that, immediately after giving effect to this Amendment, (a) the representations and warranties contained in the Credit Agreement (other than the representations and warranties set forth in Sections 4.4(c) and 4.5 of the Credit Agreement) are true and correct in all material respects on and as of the Amendment Effective Date, except to the extent such representations and warranties expressly relate only to an earlier date; (b) since March 31, 2008, there has been no material adverse change in the business, financial position or results of operations of IR Parent and its Consolidated Subsidiaries, considered as a whole; (c) except for the litigation disclosed under the headings “The European Commission Investigation” and “Bath and Kitchen Fixtures Antitrust Litigation and U.S. Department of Justice Competition Investigations” in Trane Inc.’s report filed with the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 2007, there is no action, suit or proceeding pending against, or to the knowledge of IR Parent threatened against or affecting, IR Parent or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which would materially adversely affect the businesses, consolidated financial position or consolidated results of operations of IR Parent and its Consolidated Subsidiaries, taken as a whole, or which in any manner draws into question the validity of the Credit Agreement or the Notes; and (d) no Default or Event of Default has occurred and is continuing.

SECTION 3. Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) on the date on which (a) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of (i) the Borrower, (ii) IR Parent and (iii) the Required Banks, (b) Amendments No. 1 to each of the 2004 5-Year Existing Credit Agreement, the June 5 Credit Agreement (as defined below) and the June 27 Credit Agreement (as defined below) have become effective in accordance with their respective terms and (c) the Administrative Agent shall have received all amounts due and payable on or prior to the Amendment Effective Date, including, the reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower or IR Parent in connection with this Amendment. “June 5 Credit Agreement” shall mean the Credit Agreement dated as of June 5, 2008, among IR Parent, IR Global, JPMorgan Chase Bank, N.A., as administrative agent, Credit Suisse Securities (USA) LLC and Goldman Sachs Credit Partners L.P., as syndication agents, and J.P. Morgan Securities Inc., Credit Suisse Securities (USA) LLC and Goldman Sachs Credit Partners L.P., as joint lead arrangers and joint bookrunners. “June 27 Credit Agreement” shall mean the Credit Agreement dated as of June 27, 2008, among IR Parent, IR Global, the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as syndication agent, Bank of America, N.A., Deutsche Bank Securities Inc., The Bank of Tokyo-Mitsubishi Ltd., New York Branch, BNP Paribas and William Street LLC, as documentation agents, and J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners.

6

SECTION 4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or electronic (i.e., “pdf”) transmission shall be as effective as delivery of a manually executed counterpart hereof.

SECTION 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 6. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

SECTION 7. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Banks, the Administrative Agent, the Borrower or IR Parent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement, as modified hereby.

[Remainder of this page intentionally left blank]

7

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written.

INGERSOLL-RAND COMPANY,
by	/s/ BARBARA A. SANTORO
Name:	Barbara A. Santoro
Title:	Vice President & Secretary
INGERSOLL-RAND COMPANY LIMITED,
by	/s/ BARBARA A. SANTORO
Name:	Barbara A. Santoro
Title:	Vice President – Corporate Governance and Secretary
INGERSOLL-RAND GLOBAL HOLDING COMPANY LIMITED,
by	/s/ BARBARA A. SANTORO
Name:	Barbara A. Santoro
Title:	Vice President & Secretary

[Amendment No. 1 to 08/12/05 Credit Agreement]

JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Bank,
by	/s/ RICHARD W. DUKER
Name:	Richard W. Duker
Title:	Managing Director

[Amendment No. 1 to 08/12/05 Credit Agreement]

BANK OF AMERICA, N.A.
by	/s/ JEFF HALLMARK
Name:	Jeff Hallmark
Title:	Senior Vice President

[Amendment No. 1 to 08/12/05 Credit Agreement]

BANK OF IRELAND CORPORATE BANKING
by	/s/ JOHN GOGGIN
Name:	John Goggin
Title:	Associate Director
by	/s/ PHILIP HEALY
Name:	Philip Healy
Title:	Manager

[Amendment No. 1 to 08/12/05 Credit Agreement]

THE BANK OF NEW YORK MELLON
by	/s/ CARL S. TABACJAR, JR.
Name:	Carl S. Tabacjar, Jr.
Title:	Vice President

[Amendment No. 1 to 08/12/05 Credit Agreement]

BANK OF NOVA SCOTIA
by	/s/ TODD S. MELLER
Name:	Todd S. Meller
Title:	Managing Director

[Amendment No. 1 to 08/12/05 Credit Agreement]

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. New York Branch
by	/s/ LILLIAN KIM
Name:	Lillian Kim
Title:	Authorized Signatory

[Amendment No. 1 to 08/12/05 Credit Agreement]

BNP PARIBAS
by	/s/ MICHAEL KOWALCZUK
Name:	Michael Kowalczuk
Title:	Vice-President
by	/s/ BERANGERE ALLEN
Name:	Berangere Allen
Title:	Vice-President

[Amendment No. 1 to 08/12/05 Credit Agreement]

CITICORP USA, INC.
by	/s/ CHRISTOPHER M. HARTZELL
Name:	Christopher M. Hartzell
Title:	Vice President

[Amendment No. 1 to 08/12/05 Credit Agreement]

CREDIT SUISSE, Cayman Islands Branch
by	/s/ KARL M. STUDER
Name:	Karl M. Studer
Title:	Director
by	/s/ JAY CHALL
Name:	Jay Chall
Title:	Director

[Amendment No. 1 to 08/12/05 Credit Agreement]

DEUTSCHE BANK AG New York Branch, as a Lender
by	/s/ FREDERICK W. LAIRD
Name:	Frederick W. Laird
Title:	Managing Director
by	/s/ HEIDI SANDQUIST
Name:	Heidi Sandquist
Title:	Director

[Amendment No. 1 to 08/12/05 Credit Agreement]

HSBC BANK USA, NATIONAL ASSOCIATION
by	/s/ PAUL L. HATTON
Name:	Paul L. Hatton
Title:	Managing Director

[Amendment No. 1 to 08/12/05 Credit Agreement]

NORTHERN TRUST COMPANY
by	/s/ JOHN C. CANTY
Name:	John C. Canty
Title:	Senior Vice President

[Amendment No. 1 to 08/12/05 Credit Agreement]

PNC BANK, NATIONAL ASSOCIATION
by	/s/ LOUIS K. MCLINDEN
Name:	Louis K. McLinden
Title:	Managing Director

[Amendment No. 1 to 08/12/05 Credit Agreement]

THE ROYAL BANK OF SCOTLAND PLC
by	/s/ ANGELA REILLY
Name:	Angela Reilly
Title:	Managing Director

[Amendment No. 1 to 08/12/05 Credit Agreement]

SOCIETE GENERALE
by	/s/ YAO WANG
Name:	Yao Wang
Title:	Vice President

[Amendment No. 1 to 08/12/05 Credit Agreement]

STANDARD CHARTERED BANK
by	/s/ JAMES P. HUGHES
Name:	James P. Hughes A2386
Title:	Vice President
by	/s/ ROBERT K. REDDINGTON
Name:	Robert K. Reddington
Title:	AVP/Credit Documentation Credit Risk Control Standard Chartered Bank N.Y.

[Amendment No. 1 to 08/12/05 Credit Agreement]

UBS LOAN FINANCE LLC
by	/s/ IIRJA R. OTSA
Name:	Iirja R. Otsa
Title:	Associate Director Banking Products Services, US
by	/s/ MARY E. EVANS
Name:	Mary E. Evans
Title:	Associate Director Banking Products Services, US

[Amendment No. 1 to 08/12/05 Credit Agreement]

WACHOVIA BANK, NATIONAL ASSOCIATION
by	/s/ BARBARA VAN MEERTON
Name:	Barbara Van Meerton
Title:	Director

[Amendment No. 1 to 08/12/05 Credit Agreement]

WELLS FARGO BANK, N.A.
by	/s/ DONALD SCHWARTZ
Name:	Donald Schwartz
Title:	Senior Vice President Wells Fargo

[Amendment No. 1 to 08/12/05 Credit Agreement]

EX-99.4

Exhibit 99.4

EXECUTION COPY

AMENDMENT NO. 1 dated as of March 2, 2009 (this “Amendment”), to the Credit Agreement dated as of June 25, 2004 (the “Credit Agreement”), among INGERSOLL-RAND COMPANY, INGERSOLL-RAND COMPANY LIMITED, INGERSOLL-RAND GLOBAL HOLDING COMPANY LIMITED, the several banks and other financial institutions from time to time parties thereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, CITIBANK, N.A. and DEUTSCHE BANK SECURITIES INC., as Syndication Agents, and THE BANK OF TOKYO-MITSUBISHI, LTD., as Documentation Agent. Capitalized terms used but not defined herein shall have the meanings set forth in the Credit Agreement.

WHEREAS pursuant to the Credit Agreement, the Banks and the Issuing Bank have agreed to extend credit to the Borrower and Additional Borrowers on the terms and subject to the conditions set forth therein;

WHEREAS the Borrower and IR Parent have requested that certain provisions of the Credit Agreement be amended as set forth herein; and

WHEREAS the undersigned Banks are willing to amend such provisions of the Credit Agreement on the terms and subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the sufficiency and receipt of which are hereby acknowledged, and subject to the conditions set forth herein, the parties hereto hereby agree as follows:

SECTION 1. Amendments. (a) Section 1.1 of the Credit Agreement is hereby amended by adding the following terms in proper alphabetical order:

“2005 5-Year Existing Credit Agreement” means the 5-Year Credit Agreement, dated as of August 12, 2005 (as amended, supplemented or otherwise modified from time to time), among the Borrower, IR Parent, IR Global, the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, Citicorp USA, Inc., as syndication agent, and Bank of America, N.A., Deutsche Bank Securities Inc., The Bank of Tokyo-Mitsubishi, Ltd., New York Branch and UBS Securities LLC, as documentation agents.

“Amendment No. 1” means Amendment No. 1 dated as of March 2, 2009, to this Agreement.

“Amendment No. 1 Effective Date” means the date on which Amendment No. 1 shall have become effective in accordance with its terms.

“Guarantors” means, collectively, (a) IR Parent, (b) any other Person (except the Borrower) that guarantees IR Parent’s (or any of its assignee’s) outstanding Public Debt or IR Parent’s indebtedness under the 2005 5-year

Existing Credit Agreement and (c) any other Person (except IR Global and the Borrower) that guarantees any other Public Debt of IR Global; and “Guarantor” means any one of them.

“IR Global” means Ingersoll-Rand Global Holding Company Limited.

“Loan Party” means the Borrower, each Additional Borrower and any Guarantor.

“Subsequent Parent Company” has the meaning assigned to such term in the definition of the term “IR Parent” in this Section 1.1.

(b) The definition of the term “IR Parent” set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“IR Parent” shall mean, except as otherwise expressly provided herein and except as the context may otherwise require, (x) until such time as a Subsequent Parent Company shall become a party hereto, Ingersoll-Rand Company Limited or (y) the Subsequent Parent Company. For purposes of this Agreement, the “Subsequent Parent Company” shall be the Person that becomes the owner, directly or indirectly, of 100% of the outstanding shares of common stock of, or otherwise merges, amalgamates or consolidates with, Ingersoll-Rand Company Limited (or, if applicable, the existing Subsequent Parent Company) in a transaction where the direct or indirect holders of the capital stock of Ingersoll-Rand Company Limited (or, if applicable, the existing Subsequent Parent Company) that are entitled to vote generally in the election of the board of directors of such company immediately following such transaction are substantially the same as the holders of such capital stock immediately prior to the consummation of such transaction, so long as such Person (1) executes and delivers a copy of this Agreement (whereupon such Person shall become a party to this Agreement with the same force and effect as if such Person had executed this Agreement as “IR Parent” on the Effective Date), (2) becomes a Guarantor pursuant to the terms of Section 9.16(b) hereof and (3) is organized under the laws of Bermuda, Ireland, the United States of America (or any State thereof or the District of Columbia) or any other jurisdiction that is, after consultation with the Banks, reasonably satisfactory to the Administrative Agent (it being understood that, upon the consummation of such transaction and compliance with the requirements set forth in the immediately preceding clauses (1), (2) and (3), the existing Subsequent Parent Company shall no longer be “IR Parent” for purposes of this Agreement). Notwithstanding the foregoing, on and after such time as a Subsequent Parent Company shall become a party hereto, Ingersoll-Rand Company Limited and each Person that, prior to such time, was the Subsequent Parent Company shall continue to be bound by the covenants set forth in Sections 5.6, 5.7 and 5.9 as if it were IR Parent.

(c) The definitions of the terms “Level I Status”, “Level II Status”, “Level III Status”, “Level IV Status” and “Level V Status” set forth in Section 1.1 of the Credit Agreement are hereby amended by replacing each occurrence of the text “the Borrower’s” in such definitions with the text “IR Global’s”.

2

(d) The definition of the term “Public Debt” set forth in Section 1.1 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

“Public Debt” means any publicly traded notes, bonds, debentures or similar indebtedness set forth in (a) IR Parent’s Form 10-K for the most recently ended fiscal year or (b) any filings by IR Parent on Form 10-Q or Form 8-K made after the end of the most recently ended fiscal year.

(e) Section 2.1 of the Credit Agreement is hereby amended by inserting the following text at the end thereof:

(c) Notwithstanding the foregoing, on and after the Amendment No. 1 Effective Date, IR Parent shall not be permitted to make any Borrowings under this Article II.

(f) Section 2.7(f) of the Credit Agreement is hereby amended by (i) replacing each occurrence of the text “the Borrower’s” in such Section with the text “IR Global’s” and (ii) replacing the text “the Borrower” in such Section with the text “IR Global”.

(g) Section 4.1 of the Credit Agreement is hereby amended by (i) deleting the first sentence of such Section in its entirety, (ii) replacing the first reference therein to the text “IR Parent” with the text “Each Loan Party” and (iii) by replacing the text “Bermuda” therein with the text “the jurisdiction of its organization”.

(h) Section 4.2 of the Credit Agreement is hereby amended and restated in its entirety as follows:

The execution, delivery and performance by each Loan Party of this Agreement and the Notes are within such Loan Party’s corporate powers, have been duly authorized by all necessary corporate action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws of such Loan Party or of any judgment, injunction, order or decree binding upon such Loan Party or of any limitation on borrowing imposed by any agreement or other instrument binding upon such Loan Party.

(i) Section 4.3 of the Credit Agreement is hereby amended by replacing all references to the text “the Borrower and IR Parent” therein with the text “each Loan Party”.

(j) Section 4.10 of the Credit Agreement is hereby amended by replacing the text “Neither the Borrower nor IR Parent” therein with the text “No Loan Party”.

(k) Section 5.3 of the Credit Agreement is hereby amended by replacing the text “or” immediately prior to clause (ii) of such Section with the text “,” and by inserting the following new clause (iii) immediately after clause (ii) of such Section:

or (iii) any transaction with respect to the Borrower or IR Parent that is expressly permitted by Section 5.7

3

(l) Section 5.6(a)(v) of the Credit Agreement is hereby amended by inserting immediately after each reference to the text “any state thereof” therein, the text “or the jurisdiction of organization of IR Parent”.

(m) Section 5.7 of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

Neither the Borrower nor IR Parent will (i) consolidate, amalgamate or merge with or into any other Person, unless (A) the company surviving such consolidation, amalgamation or merger is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent and (B) immediately after giving effect to such consolidation, amalgamation or merger, no Default shall have occurred and be continuing or (ii) sell, lease or otherwise transfer, directly or indirectly, all or substantially all of its assets to any other Person, unless (A) the applicable purchaser, lessee or transferee is either IR Parent or any direct or indirect wholly-owned Subsidiary of IR Parent (including, without limitation, through a liquidation, dissolution, liquidating distribution or equivalent transaction under the laws of the applicable jurisdiction), (B) immediately after giving effect to such transfer, no Default shall have occurred and be continuing and (C) except in the case of any such transaction involving the sale of all or substantially all of the assets of the Borrower (which transactions shall be subject to the last sentence of this Section 5.7), such purchaser, lessee or transferee explicitly agrees to be bound by the terms of Section 5.6 and this Section 5.7 as if it were a Borrower. Notwithstanding the foregoing, in the case of any transaction permitted by this Section 5.7 whereby the Borrower is not the surviving company of a merger, amalgamation or consolidation (in the case of a transaction permitted by clause (i) of this Section 5.7) or is the transferor (in the case of a transaction permitted by clause (ii) of this Section 5.7), then the entity that is the surviving company or the transferee, as the case may be, shall (x) affirmatively agree, in a writing satisfactory to the Administrative Agent, to be bound by the terms of this Agreement and assume the obligations hereunder of the Borrower (and shall thereafter be deemed to be the Borrower for purposes of this Agreement) and (y) be organized and exist under the law of Bermuda, Ireland, the United States of America (or any State thereof or the District of Columbia) or any other jurisdiction that is reasonably satisfactory to the Administrative Agent; provided that, with respect to any such other jurisdiction, (A) the Administrative Agent (who shall promptly notify each Bank) shall have received reasonable advance notice (which, in any event, shall be at least 20 Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization) from the Borrower of the proposed merger, amalgamation, consolidation or transfer and the resulting change in the jurisdiction of organization of the Borrower to such other jurisdiction, (B) neither the Borrower nor the Administrative Agent shall have been notified by any Bank that it and its Affiliates are prohibited from extending credit or lending to a Person in such other jurisdiction and (C) without limiting the applicability of Article VIII, the Borrower shall have agreed, in writing in form and substance reasonably satisfactory to the Administrative Agent, to indemnify each Bank, within 30 days after delivery by such Bank of a written demand listing the amounts to be indemnified, together with calculations in reasonable detail supporting such

4

amounts, for (1) the increased cost of making or maintaining any Loan or other extension of credit hereunder to such Person and (2) the reduction, as deemed material by such Bank, of any sum received or receivable by such Bank (or its Applicable Lending Office), in each case, by reason of the fact that such Person is organized under the laws of such other jurisdiction; provided further that, other than increased costs or reductions in amounts receivable required by applicable law or regulation in existence at the time the Borrower’s jurisdiction of organization changes which are notified to the Borrower at least ten Domestic Business Days prior to the proposed effective date of such change in the jurisdiction of organization, no such compensation may be claimed in respect of any Loan or other extension of credit hereunder for any period prior to the date 60 days before the date of notice by such Bank to the Borrower of its intention to make claims therefor.

(n) Section 6.1(b) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(b) the Borrower or IR Parent (or, solely with respect to the failure to observe or perform the covenants contained in Sections 5.6 and 5.7, any Subsidiary that becomes bound by such covenant in accordance with the terms thereof) shall fail to observe or perform any covenant contained in Section 5.5 to 5.9, inclusive;

(o) Section 6.1(j) of the Credit Agreement is hereby amended and restated in its entirety to read as follows:

(j) any Person or group of Persons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended), other than pursuant to a transaction contemplated by the definition of “Subsequent Parent Company” whereby a Person shall become the Subsequent Parent Company, shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of 25% or more of the outstanding shares of common stock of IR Parent; or, during any period of 25 consecutive calendar months, directors of Ingersoll-Rand Company Limited on the date hereof (the “Current Board”), or such directors who are recommended or endorsed for election to the board of directors of IR Parent by a majority of the Current Board or their successors so recommended or endorsed, shall cease to constitute a majority of the board of directors of IR Parent; or IR Parent shall have ceased to own, directly or indirectly, 100% of the outstanding shares of common stock of the Borrower;

(p) Section 6.1(k) of the Credit Agreement is hereby amended by replacing each reference to the text “IR Parent” with the text “any Guarantor”.

5

(q) Section 9.16(b) of the Credit Agreement is hereby amended by replacing each existing reference therein to the text “IR Parent” with the text “each Guarantor” and by adding the following text at the end thereof:

Any Person that is required to become a Guarantor pursuant to the definition of “Guarantor” in Section 1.1 hereof or pursuant to the definition of the term “IR Parent” in Section 1.1 hereof shall execute and deliver a copy of this Agreement and thereupon such Person shall become a Guarantor hereunder with the same force and effect as if such Person had executed this Agreement as a Guarantor on the Effective Date. The execution and delivery of any such instrument shall not require the consent of any other Loan Party hereunder. The rights and obligations of each Loan Party hereunder shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Agreement.

SECTION 2. Representations and Warranties. To induce the other parties hereto to enter into this Amendment, each of the Borrower and IR Parent represents and warrants to each of the Banks and the Administrative Agent that, immediately after giving effect to this Amendment, (a) the representations and warranties contained in the Credit Agreement (other than the representations and warranties set forth in Sections 4.4(c) and 4.5 of the Credit Agreement) are true and correct in all material respects on and as of the Amendment Effective Date, except to the extent such representations and warranties expressly relate only to an earlier date; (b) since March 31, 2008, there has been no material adverse change in the business, financial position or results of operations of IR Parent and its Consolidated Subsidiaries, considered as a whole; (c) except for the litigation disclosed under the headings “The European Commission Investigation” and “Bath and Kitchen Fixtures Antitrust Litigation and U.S. Department of Justice Competition Investigations” in Trane Inc.’s report filed with the Securities and Exchange Commission on Form 10-K for the fiscal year ended December 31, 2007, there is no action, suit or proceeding pending against, or to the knowledge of IR Parent threatened against or affecting, IR Parent or any of its Subsidiaries before any court or arbitrator or any governmental body, agency or official in which there is a reasonable possibility of an adverse decision which would materially adversely affect the businesses, consolidated financial position or consolidated results of operations of IR Parent and its Consolidated Subsidiaries, taken as a whole, or which in any manner draws into question the validity of the Credit Agreement or the Notes; and (d) no Default or Event of Default has occurred and is continuing.

SECTION 3. Effectiveness. This Amendment shall become effective as of the date first above written (the “Amendment Effective Date”) on the date on which (a) the Administrative Agent shall have received counterparts of this Amendment that, when taken together, bear the signatures of (i) the Borrower, (ii) IR Parent and (iii) the Required Banks, (b) Amendments No. 1 to each of the 2005 5-Year Existing Credit Agreement, the June 5 Credit Agreement (as defined below) and the June 27 Credit Agreement (as defined below) have become effective in accordance with their respective terms and (c) the Administrative Agent shall have received all amounts due and payable on or prior to the Amendment Effective Date, including, the reimbursement or payment of all out of pocket expenses required to be reimbursed or paid by the Borrower in connection with this Amendment. “June 5 Credit Agreement” shall mean the Credit Agreement dated as of June 5, 2008, among IR Parent, IR Global, JPMorgan Chase Bank, N.A., as administrative agent, Credit Suisse Securities (USA) LLC and Goldman Sachs Credit Partners L.P., as syndication agents, and J.P. Morgan Securities Inc., Credit Suisse Securities (USA) LLC and Goldman Sachs Credit Partners L.P., as joint lead

6

arrangers and joint bookrunners. “June 27 Credit Agreement” shall mean the Credit Agreement dated as of June 27, 2008, among IR Parent, IR Global, the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, Citibank, N.A., as syndication agent, Bank of America, N.A., Deutsche Bank Securities Inc., The Bank of Tokyo-Mitsubishi Ltd., New York Branch, BNP Paribas and William Street LLC, as documentation agents, and J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as joint lead arrangers and joint bookrunners.

SECTION 4. Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed and delivered shall be deemed an original, but all such counterparts together shall constitute but one and the same contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or electronic (i.e., “pdf”) transmission shall be as effective as delivery of a manually executed counterpart hereof.

SECTION 5. Applicable Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

SECTION 6. Headings. The headings of this Amendment are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

SECTION 7. Effect of Amendment. Except as expressly set forth herein, this Amendment shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Banks, the Administrative Agent, the Borrower or IR Parent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect. Nothing herein shall be deemed to entitle any Loan Party to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances. This Amendment shall apply and be effective only with respect to the provisions of the Credit Agreement specifically referred to herein. After the date hereof, any reference to the Credit Agreement shall mean the Credit Agreement, as modified hereby.

[Remainder of this page intentionally left blank]

7

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written.

INGERSOLL-RAND COMPANY,
by	/s/ BARBARA A. SANTORO
Name:	Barbara A. Santoro
Title:	Vice President & Secretary
INGERSOLL-RAND COMPANY LIMITED,
by	/s/ BARBARA A. SANTORO
Name:	Barbara A. Santoro
Title:	Vice President – Corporate Governance and Secretary
INGERSOLL-RAND GLOBAL HOLDING COMPANY LIMITED,
by	/s/ BARBARA A. SANTORO
Name:	Barbara A. Santoro
Title:	Vice President & Secretary

[Amendment No. 1 to 06/25/04 Credit Agreement]

JPMORGAN CHASE BANK, N.A., as Administrative Agent and as a Bank,
by	/s/ RICHARD W. DUKER
Name:	Richard W. Duker
Title:	Managing Director

[Amendment No. 1 to 06/25/04 Credit Agreement]

ALLIED IRISH BANKS P.L.C., as a lender
by	/s/ MICHAEL DOYLE
Name:	Michael Doyle
Title:	Senior Relationship Partner
by	/s/ IAN CAMPION
Name:	Ian Campion
Title:	Relationship Manager

[Amendment No. 1 to 06/25/04 Credit Agreement]

BANK OF AMERICA, N.A.,
by	/s/ JEFF HALLMARK
Name:	Jeff Hallmark
Title:	Senior Vice President

[Amendment No. 1 to 06/25/04 Credit Agreement]

BANK OF IRELAND CORPORATE BANKING
by	/s/ JOHN GOGGIN
Name:	John Goggin
Title:	Associate Director
by	/s/ PHILIP HEALY
Name:	Philip Healy
Title:	Manager

[Amendment No. 1 to 06/25/04 Credit Agreement]

THE BANK OF NEW YORK MELLON
by	/s/ CARL S. TABACJAR, JR.
Name:	Carl S. Tabacjar, Jr.
Title:	Vice President

[Amendment No. 1 to 06/25/04 Credit Agreement]

THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. New York Branch
by	/s/ LILLIAN KIM
Name:	Lillian Kim
Title:	Authorized Signatory

[Amendment No. 1 to 06/25/04 Credit Agreement]

BNP PARIBAS
by	/s/ MICHAEL KOWALCZUK
Name:	Michael Kowalczuk
Title:	Vice-President
by	/s/ BERANGERE ALLEN
Name:	Berangere Allen
Title:	Vice-President

[Amendment No. 1 to 06/25/04 Credit Agreement]

CITICORP USA, INC.
by	/s/ CHRISTOPHER M. HARTZELL
Name:	Christopher M. Hartzell
Title:	Vice President

[Amendment No. 1 to 06/25/04 Credit Agreement]

CREDIT SUISSE, Cayman Islands Branch
by	/s/ KARL M. STUDER
Name:	Karl M. Studer
Title:	Director
by	/s/ JAY CHALL
Name:	Jay Chall
Title:	Director

[Amendment No. 1 to 06/25/04 Credit Agreement]

DEUTSCHE BANK AG New York Branch, as a Lender
by	/s/ FREDERICK W. LAIRD
Name:	Frederick W. Laird
Title:	Managing Director
by	/s/ HEIDI SANDQUIST
Name:	Heidi Sandquist
Title:	Director

[Amendment No. 1 to 06/25/04 Credit Agreement]

HSBC BANK USA, NATIONAL ASSOCIATION
by	/s/ PAUL L. HATTON
Name:	Paul L. Hatton
Title:	Managing Director

[Amendment No. 1 to 06/25/04 Credit Agreement]

NORTHERN TRUST COMPANY
by	/s/ JOHN C. CANTY
Name:	John C. Canty
Title:	Senior Vice President

[Amendment No. 1 to 06/25/04 Credit Agreement]

PNC BANK, NATIONAL ASSOCIATION
by	/s/ LOUIS K. MCLINDEN
Name:	Louis K. McLinden
Title:	Managing Director

[Amendment No. 1 to 06/25/04 Credit Agreement]

THE ROYAL BANK OF SCOTLAND PLC
by	/s/ ANGELA REILLY
Name:	Angela Reilly
Title:	Managing Director

[Amendment No. 1 to 06/25/04 Credit Agreement]

SOCIETE GENERALE
by	/s/ YAO WANG
Name:	Yao Wang
Title:	Vice President

[Amendment No. 1 to 06/25/04 Credit Agreement]

STANDARD CHARTERED BANK
by	/s/ JAMES P. HUGHES
Name:	James P. Hughes A2386
Title:	Vice President
by	/s/ ROBERT K. REDDINGTON
Name:	Robert K. Reddington
Title:	AVP/Credit Documentation Credit Risk Control Standard Chartered Bank N.Y.

[Amendment No. 1 to 06/25/04 Credit Agreement]

UBS LOAN FINANCE LLC
by	/s/ IIRJA R. OTSA
Name:	Iirja R. Otsa
Title:	Associate Director Banking Products Services, US
by	/s/ MARY E. EVANS
Name:	Mary E. Evans
Title:	Associate Director Banking Products Services, US

[Amendment No. 1 to 06/25/04 Credit Agreement]

WACHOVIA BANK, NATIONAL ASSOCIATION
by	/s/ BARBARA VAN MEERTON
Name:	Barbara Van Meerton
Title:	Director

[Amendment No. 1 to 06/25/04 Credit Agreement]

WELLS FARGO BANK, N.A.
by	/s/ DONALD SCHWARTZ
Name:	Donald Schwartz
Title:	Senior Vice President Wells Fargo

[Amendment No. 1 to 06/25/04 Credit Agreement]

EX-99.5

Exhibit 99.5

Contact: Paul Dickard (Media)

(201) 573-3120

Joe Fimbianti (Analysts)

(201) 573-3113

Ingersoll Rand Announces Plans to Reorganize in Ireland

Hamilton, Bermuda, March 5, 2009 — Ingersoll-Rand Company Limited (NYSE: IR), the world leader in creating and sustaining safe, comfortable and energy efficient environments, today announced that its Board of Directors has approved a reorganization of the company from Bermuda to Ireland.

The first step in this reorganization is the establishment of Ingersoll Rand’s tax residency in Ireland. Ingersoll Rand shareholders will then be asked to vote in favor of completing the reorganization at a shareholders meeting. If conditions are satisfied, including approval by Ingersoll Rand’s shareholders and the Supreme Court of Bermuda, it is expected that Ingersoll-Rand plc, an Irish incorporated company, will replace Ingersoll-Rand Company Limited as the group’s ultimate parent company.

“We considered a full range of options and locations for the company and decided on Ireland based on the company’s business activities in Ireland, its membership in the European Union, its common law-based legal system and its stable business, legal and regulatory environment,” said Herbert Henkel, Chairman and Chief Executive Officer of Ingersoll Rand. “We believe our shareholders will be well served by this decision which provides us with many financial, strategic and operational benefits.”

Ireland is an important part of Ingersoll Rand’s operation and the company has approximately 700 employees in Ireland employed in manufacturing, sales and corporate roles. Ingersoll Rand’s Thermo King business has a major manufacturing site in Galway and many of the company’s European Region shared services are based in Dublin.

In addition to its stable business, legal and regulatory environment, Ireland enjoys strong relationships as a member of the European Union. Ireland also enjoys a long history of international investment and a good network of tax treaties with the United States, the European Union and several other countries where Ingersoll Rand has major operations.

1

- 2 -

Ingersoll Rand does not expect a material impact on its financial operations or anticipate changes to its day-to-day operations as a result of this decision. Ingersoll Rand will, upon completion of the reorganization, continue to be subject to United States Securities and Exchange Commission (SEC) reporting requirements, and Ingersoll Rand’s shares will continue to be listed on the New York Stock Exchange (NYSE: IR).

A Questions & Answers document will be posted shortly on the Company’s web site in the Investor Relations section. This document can be found at the following URL – http://investor.shareholder.com/ir/.

This communication is being made in respect of the proposed reorganization. In connection with the reorganization, Ingersoll Rand intends to file with the SEC a proxy statement and mail the proxy statement to its shareholders. Shareholders are urged to read such proxy statement when it becomes available because it will contain important information. The proxy statement will be, and other documents filed or to be filed by Ingersoll Rand with the SEC are or will be, available free of charge at the SEC’s web site (www.sec.gov) and at Ingersoll Rand’s web site (www.irco.com).

Ingersoll Rand and its directors and executive officers and other persons may be deemed participants in the solicitation of proxies in connection with the proposed reorganization. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the Ingersoll Rand shareholders in connection with the reorganization will be set forth in the proxy statement when it is filed with the SEC. You can find information about Ingersoll Rand’s directors and executive officers in its definitive proxy statement which was filed on April 16, 2008. You can obtain free copies of these documents from Ingersoll Rand using the contact information above.

This news release includes “forward-looking statements” that involve risks, uncertainties and changes in circumstances, which may cause actual results, performance or achievements to differ materially from anticipated results, performance or achievements. Political, economic, climatic, currency, tax, regulatory, technological, competitive, and other factors could cause actual results to differ materially from those anticipated in the forward-looking statements. Additional information regarding these risk factors and uncertainties is detailed from time to time in the company’s SEC filings, including but not limited to its report on Form 10-K for the year ended December 31, 2008, filed with the SEC on March 2, 2009. Ingersoll Rand is a global diversified industrial firm providing products, services and solutions to enhance the quality and comfort of air in homes and buildings, transport and protect food and perishables, secure homes and commercial properties, and enhance industrial productivity and efficiency. Driven by a 100-year-old tradition of technological innovation, we enable companies and their customers to create progress. For more information, visit www.ingersollrand.com.

Ingersoll Rand is a global diversified industrial firm providing products, services and solutions to enhance the quality and comfort of air in homes and buildings, transport and protect food and perishables, secure homes and commercial properties, and enhance industrial productivity and efficiency. Driven by a 100-year-old tradition of technological innovation, we enable companies and their customers to create progress. For more information, visit www.ingersollrand.com.

# # #

March 5, 2009