AGREEMENT OF RESIGNATION, APPOINTMENT AND ACCEPTANCE (the Agreement), dated as of April 26, 2019 by and among Emerson Electric Co., a corporation duly organized and existing under the laws of Missouri and having its principal office at 8000 W. Florissant Avenue, St. Louis, Missouri 63136 (the Company), Wells Fargo Bank, National Association, a national banking association duly organized and existing under the laws of the United States of America and having a corporate trust office at 150 East 42nd Street, 40th Floor, New York, NY 10017 (Successor Trustee) and The Bank of New York Mellon Trust Company, N.A. (successor to The Bank of New York Mellon (formerly known as The Bank of New York)), a national banking association, having a corporate trust office at 601 Travis Street, Houston, TX 77002 (Resigning Trustee).
WHEREAS, the Company currently has outstanding senior debt securities in the aggregate principal amounts listed on Schedule A hereto (the Securities) pursuant to the Indenture, dated as of December 10, 1998, by and between the Company and Resigning Trustee (the Original Indenture), as supplemented by a First Supplemental Indenture dated as of January 15, 2019 among the Company, the Resigning Trustee and the Successor Trustee (the First Supplemental Indenture and, together with the Original Indenture, the Indenture);
WHEREAS, the Company appointed Resigning Trustee as the trustee (the Trustee), registrar (the Registrar) and paying agent (the Paying Agent) under the Indenture;
WHEREAS, Section 6.10 of the Indenture provides that the Trustee may at any time resign with respect to the Securities by giving written notice of such resignation to the Company and provide notice to the Holders of the Securities, effective upon the acceptance by a successor Trustee of its appointment as a successor Trustee;
WHEREAS, Section 6.10 of the Indenture provides that, if the Trustee shall resign, the Company shall by written instrument executed by the authority of the Board of Directors, promptly appoint a successor Trustee;
WHEREAS, Section 6.11 of the Indenture provides that any successor Trustee appointed in accordance with the Indenture shall execute, acknowledge and deliver to the Company and to its predecessor Trustee an instrument accepting such appointment under the Indenture, and thereupon the resignation of the predecessor Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all rights, powers, duties and obligations of the predecessor Trustee;