This is the FOURTH SUPPLEMENTAL INDENTURE, dated as of May 28, 2021 (this Fourth Supplemental Indenture), by and among IDEX CORPORATION, a Delaware corporation (the Company), and WELLS FARGO BANK, NATIONAL ASSOCIATION, as trustee (as defined in the Indenture, the Trustee), to the Indenture, dated as of December 6, 2010 (the Base Indenture and, as supplemented by this Fourth Supplemental Indenture, the Indenture), by and between the Company and the Trustee.
WHEREAS, the Company has duly authorized the execution and delivery of the Base Indenture to provide for the issuance from time to time of the Companys debentures, notes, or other evidences of indebtedness (as defined in the Indenture, the Securities), to be issued in one or more series;
WHEREAS, Section 8.01 of the Base Indenture permits the Company and the Trustee to enter into indentures supplemental to the Base Indenture to establish the form and terms of any series of Securities as provided by Sections 2.01 and 2.03 of the Base Indenture;
WHEREAS, the Company desires and has requested the Trustee to join with it in the execution and delivery of this Fourth Supplemental Indenture in order to establish and provide for the issuance by the Company of a new series of Securities designated as its 2.625% Senior Notes due 2031 (the Notes), on the terms set forth herein;
WHEREAS, the Company now wishes to issue Notes in an initial aggregate principal amount of $500,000,000;
WHEREAS, the conditions set forth in the Indenture for the execution and delivery of this Fourth Supplemental Indenture have been complied with; and
WHEREAS, all things necessary to make this Fourth Supplemental Indenture a valid agreement of the Company and the Trustee, in accordance with its terms, and a valid supplement to the Base Indenture have been done;
NOW, THEREFORE, THIS FOURTH SUPPLEMENTAL INDENTURE WITNESSETH:
In consideration of the purchase and acceptance of the Notes by the Holders thereof, the Company mutually covenants and agrees with the Trustee, for the equal and ratable benefit of the Holders of the Notes, as follows:
SCOPE OF SUPPLEMENTAL INDENTURE; GENERAL
Section 1.01. Scope of Supplemental Indenture; General. This Fourth Supplemental Indenture supplements and, to the extent inconsistent therewith, replaces the provisions of the Base Indenture, to which provisions reference is hereby made.
The changes, modifications and supplements to the Base Indenture effected by this Fourth Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Notes (which shall be initially in the aggregate principal amount of $500,000,000) and shall not apply to any other Securities that have been or may be issued under the Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements. Pursuant to this Fourth Supplemental Indenture, there is hereby created and designated a series of Securities under the Indenture entitled 2.625% Senior Notes due 2031. The Notes shall be in the form of Exhibit A hereto, the terms of which are incorporated herein by reference.
All Notes issued under this Fourth Supplemental Indenture shall vote and consent together on all matters as one class, including without limitation on waivers and amendments, and no Holder of Notes shall have the right to vote or consent as a separate class from other Holders on any matter except matters which affect such Holder only.
Section 1.02. Terms of Notes. The information applicable to the Notes required pursuant to Section 2.03 of the Base Indenture is as follows:
(a) the title of the Notes shall be 2.625% Senior Notes due 2031;
(b) not applicable;