THIS THIRD SUPPLEMENTAL INDENTURE (this Supplemental Indenture) is dated as of October 18, 2021 among THERMO FISHER SCIENTIFIC (FINANCE I) B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands, with its corporate seat (statutaire zetel) in Breda, the Netherlands, and its registered office at Takkebijsters 1, 4817 BL Breda, the Netherlands, registered with the Dutch Trade Register of the Chamber of Commerce under number 66428319 (the Company), THERMO FISHER SCIENTIFIC INC., a Delaware corporation (the Guarantor), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association, as trustee (the Trustee).
WHEREAS, the Company, the Guarantor and the Trustee executed and delivered an indenture, dated as of August 9, 2016 (the Base Indenture and, as supplemented by this Supplemental Indenture, the Indenture), to provide for the issuance by the Company from time to time of debt securities evidencing the Companys unsecured indebtedness fully and unconditionally guaranteed by the Guarantor.
WHEREAS, the Company has authorized the issuance of 1,750,000,000 aggregate principal amount of the Companys 0.800% Senior Notes due 2030 (the 2030 Notes), 1,500,000,000 aggregate principal amount of the Companys 1.125% Senior Notes due 2033 (the 2033 Notes), 1,250,000,000 aggregate principal amount of the Companys 1.625% Senior Notes due 2041 (the 2041 Notes) and 750,000,000 aggregate principal amount of the Companys 2.000% Senior Notes due 2051 (the 2051 Notes and, together with the 2030 Notes, the 2033 Notes and the 2041 Notes, the Notes).
WHEREAS, the Company and the Guarantor desire to enter into this Supplemental Indenture pursuant to Section 9.01 of the Base Indenture to establish the form and terms of the Notes in accordance with Sections 2.01 and 2.02 of the Base Indenture.
WHEREAS, the Guarantor desires to guarantee the Notes on the terms set forth in Article XIV of the Base Indenture.
WHEREAS, the entry into this Supplemental Indenture by the parties hereto is in all respects authorized by the provisions of the Base Indenture.
WHEREAS, all things necessary to make this Supplemental Indenture a valid and legally binding agreement according to its terms have been done.
NOW, THEREFORE, for and in consideration of the foregoing premises and for other good and valuable consideration, the Company, the Guarantor and the Trustee, mutually covenant and agree for the equal and proportionate benefit of the respective Holders from time to time of the Notes as follows: