exv4w2







Exhibit 4.2




FIRST SUPPLEMENTAL INDENTURE




among



IDEX CORPORATION,



as Issuer



and



WELLS FARGO BANK, NATIONAL ASSOCIATION,



as Trustee



Dated as of December 6, 2010



Supplemental to Indenture for Debt Securities



Dated as of December 6, 2010



4.500% Senior Notes due 2020



 









 






TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page	 
	ARTICLE 1

	Scope of Supplemental Indenture; General

	 
	 	 	 	 
	Section 1.01. Scope of Supplemental Indenture; General
	 	 	2	 
	Section 1.02. Terms of Notes
	 	 	2	 
	 
	 	 	 	 
	ARTICLE 2

	Certain Definitions

	 
	 	 	 	 
	Section 2.01. Certain Definitions
	 	 	3	 
	Section 2.02. Rules of Construction
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 3

	Covenants

	 
	 	 	 	 
	Section 3.01. Change of Control Triggering Event
	 	 	10	 
	Section 3.02. Limitations on Liens
	 	 	11	 
	Section 3.03. Limitations on Sale and Leaseback Transactions
	 	 	12	 
	Section 3.04. Applicability of Covenants Contained in the Base Indenture
	 	 	13	 
	 
	 	 	 	 
	ARTICLE 4

	The Notes

	 
	 	 	 	 
	Section 4.01. Form of Notes
	 	 	14	 
	Section 4.02. Depositary
	 	 	14	 
	 
	 	 	 	 
	ARTICLE 5

	Events of Default

	 
	 	 	 	 
	Section 5.01. Events of Default
	 	 	14	 
	 
	 	 	 	 
	ARTICLE 6

	Redemption

	 
	 	 	 	 
	Section 6.01. Optional Redemption
	 	 	15	 
	Section 6.02. Applicability of Sections of the Base Indenture
	 	 	16	 
	 
	 	 	 	 
	ARTICLE 7

	Defeasance

	 
	 	 	 	 
	Section 7.01. Defeasance
	 	 	16	 






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	 	 	Page	 
	ARTICLE 8

	Miscellaneous

	 
	 	 	 	 
	Section 8.01. Ratification of Base Indenture
	 	 	16	 
	Section 8.02. Trustee Not Responsible for Recitals
	 	 	16	 
	Section 8.03. New York Law to Govern
	 	 	16	 
	Section 8.04. Counterparts
	 	 	16	 
	Section 8.05. Effect of Headings
	 	 	16	 
	 
	 	 	 	 
	EXHIBIT A. Form of Note
	 	 	 	 







ii











 






     FIRST SUPPLEMENTAL INDENTURE, dated as of December 6, 2010 (this “First 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 First
Supplemental Indenture, the “Indenture”), by and between the Company and the Trustee.



RECITALS:




     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 Company’s 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 them in the execution and
delivery of this First Supplemental Indenture in order to establish and provide for the issuance by
the Company of a new series of Securities designated as its 4.500% Senior Notes due 2020 (the
“Notes”), on the terms set forth herein;



     WHEREAS, the Company now wishes to issue Notes in an initial aggregate principal amount of
$300,000,000;



     WHEREAS, the conditions set forth in the Indenture for the execution and delivery of this
First Supplemental Indenture have been complied with; and



     WHEREAS, all things necessary to make this First 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 FIRST 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:



 









 





ARTICLE 1

Scope of Supplemental Indenture; General




     Section 1.01. Scope of Supplemental Indenture; General. This First 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 First
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 $300,000,000) 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 First Supplemental Indenture, there is hereby
created and designated a series of Securities under the Indenture entitled “4.500% Senior Notes due
2020.” 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 First 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 “4.500% Senior Notes due 2020”;



     (b) not applicable;



     (c) the initial aggregate principal amount of the Notes shall be $300,000,000;



     (d) the Notes shall be issuable in Dollars;



     (e) principal shall be payable as set forth in the form of Note;



     (f) the rate at which the Notes shall bear interest and interest payment and record dates
shall be as set forth in the form of Note;



     (g) the place where the principal of and any interest on the Notes shall be payable shall
be as set forth in the Base Indenture;



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     (h) the Notes shall be subject to optional redemption as set forth in Article 6 below;



     (i) not applicable;



     (j) the Notes shall be issuable in minimum denominations of $2,000 and integral multiples
of $1,000 above that amount;



     (k) not applicable;



     (l) payment of the principal and interest on the Notes shall be made in Dollars;



     (m) not applicable;



     (n) not applicable;



     (o) the Notes may be defeased as set forth in Article 7 below;



     (p) not applicable;



     (q) the Notes shall be issuable as Global Securities;



     (r) Wells Fargo Bank, National Association initially shall serve as the Trustee, paying
agent, registrar and custodian with respect to the Notes;



     (s) the events of default set forth in Article 5 below and the covenants set forth in
Article 3 below shall be applicable to the Notes;



     (t) not applicable;



     (u) the Notes shall be senior debt securities; and



     (v) not applicable.



ARTICLE 2

Certain Definitions




     Section 2.01. Certain Definitions. The following definitions shall apply to the Notes.
Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Base
Indenture.



     “Attributable Debt” with respect to a Sale and Leaseback Transaction with respect to any
Principal Property, the lesser of: (a) the fair market value of such property (as determined by the
Company’s Board of Directors in good faith); or (b) the present value of the total net amount of
rent required to be paid under



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such lease during the remaining term thereof (including any period
for which such lease has been extended and excluding any unexercised renewal or other extension
options exercisable by the lessee, and excluding amounts on account of maintenance and repairs,
services, taxes and similar charges and contingent rents), discounted at the rate of interest set
forth or implicit in the terms of such lease (or,
if not practicable to determine such rate, the weighted average interest rate per annum borne
by the Notes) compounded semiannually. In the case of any lease which is terminable by the lessee
upon the payment of a penalty, such net amount shall be the lesser of the net amount determined
assuming termination upon the first date such lease may be terminated (in which case the net amount
shall also include the amount of the penalty, but no rent shall be considered as required to be
paid under such lease subsequent to the first date upon which it may be so terminated) or the net
amount determined assuming no such termination.




     “Capital Lease” means any lease of any Principal Property that is or should be accounted for
as a capital lease on the consolidated balance sheet of the Company and its Subsidiaries prepared
in accordance with GAAP.



     “Capital Stock” means and includes any and all shares, interests, participations or other
equivalents (however designated) of ownership in a corporation or other Person.



     “Change of Control” means the occurrence of any of the following:



     (a) the direct or indirect sale, lease, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or more series of related transactions, of all or
substantially all of the Company’s assets and its Subsidiaries’ assets, taken as a whole, to any
person, other than the Company or one of the Company’s subsidiaries; provided, however, that none
of the circumstances in this clause (a) shall be a Change of Control if the persons that
beneficially own the Company’s Voting Stock immediately prior to the transaction own, directly or
indirectly, shares with a majority of the total voting power of all outstanding voting securities
of the surviving or transferee person that are entitled to vote generally in the election of that
person’s board of directors, managers or trustees immediately after the transaction;



     (b) the consummation of any transaction (including, without limitation, any merger or
consolidation), the result of which is that any person becomes the beneficial owner, directly or
indirectly, of more than 50% of the Company’s outstanding Voting Stock or other Voting Stock into
which the Company’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by
voting power rather than number of shares;



     (c) the Company consolidates with, or merges with or into, any person, or any person
consolidates with, or merges with or into, the Company, in any such



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event pursuant to a transaction
in which any of the Company’s outstanding Voting Stock or the Voting Stock of such other person is
converted into or exchanged for cash, securities or other property, other than any such transaction
where the shares of the Company’s Voting Stock outstanding immediately prior to such transaction
constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving
person or any direct or indirect parent company of the surviving person immediately after giving
effect to such transaction;




     (d) the first day on which a majority of the members of the Company’s Board of Directors
are not Continuing Directors; or



     (e) the adoption of a plan relating to the liquidation or dissolution of the Company.



     As used in this definition, the term “person” has the meaning given thereto in Section
13(d)(3) of the Exchange Act. As used in this definition, the term “beneficial owner” has the
meaning given thereto in Rules 13d-3 and 13d-5 of the Exchange Act.



     “Change of Control Offer” has the meaning ascribed to such term in Section 3.01 of this First
Supplemental Indenture.



     “Change of Control Payment” has the meaning ascribed to such term in Section 3.01 of this
First Supplemental Indenture.



     “Change of Control Payment Date” has the meaning ascribed to such term in Section 3.01 of this
First Supplemental Indenture.



     “Change of Control Triggering Event” means the occurrence of both a Change of Control and a
Rating Event.



     “Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of the debt securities.



     “Comparable Treasury Price” means, with respect to any date of redemption, (1) the average of
three Reference Treasury Dealer Quotations for the date of redemption, after excluding the highest
and lowest Reference Treasury Dealer Quotations or (2) if the Quotation Agent obtains fewer than
four Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations.



     “Consolidated Net Tangible Assets” means the aggregate amount of assets (less applicable
reserves and other properly deductible items) after



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deducting therefrom (1) all current liabilities
(excluding any Debt of less than 12 months from the date of the Company’s most recent consolidated
balance sheet but which by its terms is renewable or extendable beyond 12 months from such date at
the Company’s option) and (2) all goodwill, trade names, patents, unamortized debt discount and
expense and any other like intangibles, all as set forth on the Company’s most recent consolidated
balance sheet and determined in accordance with GAAP.




     “Continuing Directors” means, as of any date of determination, any member of the Company’s
Board of Directors who (1) was a member of such Board of Directors on the date the Notes were
issued or (2) was nominated for election, elected or appointed to such Board of Directors with the
approval of a majority of the Continuing Directors who were members of such Board of Directors at
the time of such nomination, election or appointment (either by a specific vote or by approval of
the Company’s proxy statement in which such member was named as a nominee for election as a
director, without objection to such nomination).



     “Debt” means with respect to a Person all obligations of such Person for borrowed money and
all such obligations of any other Person for borrowed money guaranteed by such Person.



     “DTC” has the meaning ascribed to such term in Section 4.02 of this First Supplemental
Indenture.



     “Event of Default” means any event specified as such in Section 5.01 of this First
Supplemental Indenture.



     “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     “Fitch” means Fitch Inc., and its successors.



     “Funded Debt” means any Debt maturing by its terms more than one year from its date of
issuance (notwithstanding that any portion of such Debt is included in current liabilities).



     “GAAP” means generally accepted accounting principles as in effect from time to time in the
United States.



     “Global Note” has the meaning ascribed to such term in Section 4.01 of this First Supplemental
Indenture.



     “Global Note Holder” has the meaning ascribed to such term in Section 4.02 of this First
Supplemental Indenture.



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     “Investment Grade” means a rating equal to or higher than BBB- (or the equivalent) by Fitch,
Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, and the equivalent
Investment Grade credit rating from any replacement Rating Agency or Rating Agencies selected by
the Company.



     “Lien” means any mortgage, pledge, security interest, lien, charge or other encumbrance.



     “Moody’s” means Moody’s Investors Service, Inc., and its successors.



     “Notes” has the meaning ascribed to it in the preamble of this First Supplemental Indenture.



     “Permitted Liens” means:



     (a) Liens existing at the date of the indenture;



     (b) Liens in favor of the Company or a Restricted Subsidiary;



     (c) Liens on any property existing at the time of the acquisition thereof;



     (d) Liens on any property of a Person or its subsidiaries existing at the time such Person
is consolidated with or merged into the Company or a Restricted Subsidiary, or Liens on any
property of a Person existing at the time such Person becomes a Restricted Subsidiary;



     (e) Liens to secure all or part of the cost of acquisition (including Liens created as a
result of an acquisition by way of Capital Lease), construction, development or improvement of the
underlying property, or to secure Debt incurred to provide funds for any such purposes, provided,
that the commitment of the creditor to extend the credit secured by any such Lien shall have been
obtained not later than 12 months after the later of (A) the completion of the acquisition,
construction, development or improvement of such property and (B) the placing in operation of such
property or of such property as so constructed, developed or improved;



     (f) Liens securing industrial revenue, pollution control or similar bonds; and



     (g) any extension, renewal or replacement (including successive extensions, renewals and
replacements), in whole or in part, of any Lien referred to in any of clauses (a), (c), (d) or (e)
that would not otherwise be permitted pursuant to any of clauses (a) through (f), to the extent
that (A) the principal amount of Debt secured thereby and not otherwise permitted to be secured
pursuant to any of clauses (a) through (f) does not exceed the principal amount of Debt, plus any
premium or fee payable in connection with any such extension,



7









 




renewal or replacement, so secured at
the time of any such extension, renewal or replacement, except that where the Debt so secured at
the time of any such extension, renewal or replacement was incurred for the sole purpose of
financing a specific project; and (B) the property that is subject to the Lien serving as an
extension, renewal or replacement is limited to some or all of the property that was subject to the
Lien so extended, renewed or replaced.




     “Person” means any individual, corporation, partnership, limited partnership, limited
liability company, joint venture, association, joint stock company, trust, unincorporated
organization or government or any agency or political subdivision thereof.



     “Principal Property” means any manufacturing plant, warehouse, office building or parcel of
real property, including fixtures but excluding leases and other contract rights which might
otherwise be deemed real property, owned or leased by the Company or any of its Subsidiaries,
whether owned or leased on the date of the Indenture or thereafter acquired, that has a gross book
value (determined in accordance with GAAP) in excess of 2% of the Consolidated Net Tangible Assets
of the Company and its consolidated subsidiaries. Any plant, warehouse, office building or parcel
of real property or portion thereof which the Company’s Board of Directors determines in good faith
is not of material importance to the business conducted by the Company and its subsidiaries taken
as a whole shall not be a Principal Property.



     “Quotation Agent” means one of the Reference Treasury Dealers appointed by the Company as
Quotation Agent.



     “Rating Agencies” means (1) each of Fitch, Moody’s and S&P; and (2) if any of Fitch, Moody’s
or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for
reasons outside of the Company’s control, a “nationally recognized statistical rating organization”
within the meaning of Rule 15c3-1 (c)(2)(vi)(F) under the Exchange Act selected by the Company as a
replacement agency for Fitch, Moody’s or S&P, or all of them, as the case may be.



     “Rating Event” means a decrease in the ratings of the Notes below Investment Grade by at least
two of the three Rating Agencies on any date from the date that is 60 days prior to the date of the
first public notice of an arrangement that could result in a Change of Control until the end of the
60-day period following the consummation of such Change of Control (which period shall be extended
so long as the rating of the Notes is under publicly announced consideration for possible downgrade
by any of the Rating Agencies).



     “Reference Treasury Dealer” means any of (1) J.P. Morgan Securities LLC, Merrill Lynch,
Pierce, Fenner and Smith Incorporated and Barclays Capital Inc. and their respective successors,
unless any of them ceases to be a primary



8









 




U.S. Government securities dealer in New York City (a
“Primary Treasury Dealer”), in which case the Company shall substitute another Primary Treasury
Dealer and (2) any other Primary Treasury Dealer the Company selects.




     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any date of redemption, the average, as determined by the Quotation Agent of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Quotation Agent by that Reference Treasury Dealer at 5:00 P.M.,
New York City time, on the third business day preceding that date of redemption.



     “Restricted Subsidiary” means any Subsidiary of the Company which owns or leases Principal
Property.



     “S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.,
and its successors.



     “Sale and Leaseback Transaction” means any arrangement with any Person relating to property
now owned or hereafter acquired whereby the Company or any Restricted Subsidiary transfers such
property to another Person and the Company or the Restricted Subsidiary lease or rent it from such
Person.



     “Subsidiary” means any corporation, partnership or other legal entity (a) the accounts of
which are consolidated with the Company’s in accordance with GAAP and (b) of which, in the case of
a corporation, more than 50% of the outstanding voting stock is owned, directly or indirectly, by
the Company or by one or more other subsidiaries, or by the Company and one or more other
subsidiaries or, in the case of any partnership or other legal entity, more than 50% of the
ordinary equity capital interests is, at the time, directly or indirectly owned or controlled by
the Company or by one or more of the subsidiaries or by the Company and one or more of the
subsidiaries.



     “Treasury Rate” means, with respect to any date of redemption, the rate per year equal to: (1)
the yield, under the heading which represents the average for the immediately preceding week,
appearing in the most recently published statistical release designated “H.15(519)” or any
successor publication which is published weekly by the Board of Governors of the Federal Reserve
System and which establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption “Treasury Constant Maturities,” for the maturity
corresponding to the applicable Comparable Treasury Issue; provided that, if no maturity is within
three months before or after the remaining term of the Notes to be redeemed, yields for the two
published maturities most closely corresponding to the applicable Comparable Treasury Issue shall
be determined and the Treasury Rate shall be interpolated or extrapolated from those



9









 






	yields on a
straight line basis, rounding to the nearest month; or (2) if such release (or any successor
release) is not published during the week preceding the calculation date or does not contain such
yields, the rate per year equal to the semi-annual equivalent yield to maturity of the applicable
Comparable Treasury Issue, calculated using a price for the applicable Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for that
date of redemption.





     “Voting Stock” means, with respect to any specified “person” (as that term is used in Section
13(d)(3) of the Exchange Act) as of any date, the Capital Stock of such person that is at the time
entitled to vote generally in the election of the board of directors of such person.



     Section 2.02. Rules of Construction. Unless the context otherwise requires or except as
otherwise expressly provided, the term “interest” in this Indenture shall be construed to include
additional interest, if any.



ARTICLE 3

Covenants




     The following covenants shall apply in addition to the covenants set forth in the Indenture:



     Section 3.01. Change of Control Triggering Event.



     (a) If a Change of Control Triggering Event occurs, unless the Company has exercised its
option to redeem the Notes pursuant to Section 6.01 of this First Supplemental Indenture, the
Company shall be required to make an offer (a “Change of Control Offer”) to each Holder of the
Notes to repurchase all or any part (equal to $2,000 or an integral multiple of $1,000 in excess
thereof) of that Holder’s Notes on the terms set forth in the Notes. In a Change of Control Offer,
the Company shall be required to offer payment in cash equal to 101% of the aggregate principal
amount of Notes repurchased, plus accrued and unpaid interest, if any, on the Notes repurchased to,
but not including, the repurchase date (a “Change of Control Payment”).



     (b) Within 30 days following any Change of Control Triggering Event or, at the Company’s
option, prior to any Change of Control, but after public announcement of the transaction that
constitutes or may constitute the Change of Control, a notice shall be mailed to Holders of the
Notes with a copy to the Trustee describing the transaction that constitutes or may constitute the
Change of Control Triggering Event and offering to repurchase such Notes on the repurchase date
specified in the applicable notice, which date shall be no earlier than 30 days and no later than
60 days from the date on which such notice is mailed (a “Change of Control Payment Date”).




10












 





     (c) The notice shall, if mailed prior to the date of consummation of the Change of Control,
state that the Change of Control Offer is conditioned on the Change of Control Triggering Event
occurring prior to or on the applicable Change of Control Payment Date specified in the notice.



     (d) On each Change of Control Payment Date, the Company shall, to the extent lawful:




     (i) accept for payment all Notes or portions of Notes properly tendered pursuant to
the applicable Change of Control Offer;




     (ii) deposit with the paying agent an amount equal to the Change of Control Payment
in respect of all Notes or portions of Notes properly tendered pursuant to the applicable
Change of Control Offer; and




     (iii) deliver or cause to be delivered to the Trustee the Notes properly accepted
together with an Officer’s Certificate stating the
aggregate principal amount of Notes or portions of Notes being repurchased.



     (e) The Company shall not be required to make a Change of Control Offer upon the occurrence of
a Change of Control Triggering Event if a third party makes such an offer in the manner, at the
times and otherwise in compliance with the requirements for an offer made by the Company, and the
third party repurchases all Notes properly tendered and not withdrawn under its offer.



     (f) The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and
any other securities laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with the repurchase of the Notes as a result of a Change of Control
Triggering Event. To the extent that the provisions of any such securities laws or regulations
conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with
those securities laws and regulations and shall not be deemed to have breached its obligations
under the Change of Control Offer provisions of the Notes by virtue of any such conflict.



     Section 3.02 . Limitations on Liens.



     (a) The Company shall not, and shall not permit any Restricted Subsidiary to, directly or
indirectly, create, assume or permit to exist, any Lien, other than Permitted Liens, on any
Principal Property, or upon Capital Stock or Debt of any Restricted Subsidiary and owned by the
Company or any Subsidiary, now or hereafter acquired, to secure Debt, without effectively providing
concurrently that the Notes are secured equally and ratably with such Debt, for so long as such
Debt shall be so secured.



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     (b) Notwithstanding the restrictions set forth in paragraph (a) in this Section 3.02, the
Company and its Restricted Subsidiaries may, directly or indirectly, create, assume or permit to
exist any Lien that would otherwise be subject to the restrictions set forth in paragraph (a) in
this Section 3.02 without equally and ratably securing the Notes if, at the time of such creation,
assumption or permission, after giving effect thereto and to the retirement of any Debt which is
concurrently being retired, the aggregate principal amount of outstanding Debt secured by Liens
which would otherwise be subject to such restrictions (not including Permitted Liens) plus all
Attributable Debt of the Company and its Restricted Subsidiaries in respect of Sale and Leaseback
Transactions with respect to any Principal Property (not including such transactions described
under any of clauses (i) through (vii) in Section 3.03(a) of this First Supplemental Indenture),
does not exceed 15% of Consolidated Net Tangible Assets.



     Section 3.03. Limitations on Sale and Leaseback Transactions.



     (a) The Company shall not, and shall not permit any Restricted Subsidiary to, enter into any
Sale and Leaseback Transaction with respect to any Principal Property owned by the Company or such
Restricted Subsidiary, unless:




     (i) the Sale and Leaseback Transaction is solely with the Company or a Subsidiary;




     (ii) the lease in such Sale and Leaseback Transaction is for a period not in excess
of three years;




     (iii) the lease in such Sale and Leaseback Transaction secures or relates to
industrial revenue, pollution control or similar bonds;




     (iv) the Sale and Leaseback Transaction is entered into prior to or within 12 months
after the purchase or acquisition of the Principal Property which is the subject of such
Sale and Leaseback Transaction;




     (v) the Sale and Leaseback Transaction involving property of a Person existing at the
time such Person is merged into or consolidated with the Company or a Subsidiary or at the
time of a sale, lease or other disposition of the properties of a Person as an entirety or
substantially as an entirety to the Company or a Subsidiary;




     (vi) the proceeds of the Sale and Leaseback Transaction are at least equal to the
fair value (as determined by the Company’s Board of Directors in good faith) of the
Principal Property leased pursuant to such Sale and Leaseback Transaction, so long as
within 180 days of the effective date of such Sale and Leaseback Transaction, the Company
or such Restricted Subsidiary apply (or irrevocably commit to an escrow



12









 







account for the
purpose or purposes hereinafter mentioned) an amount equal to the greater of (A) net
proceeds of such sale, and (B) the Attributable Debt of the Company and the Company’s
Restricted Subsidiaries in respect of such Sale and Leaseback Transaction to either (x)
the purchase of property which shall constitute a Principal Property having a fair value
at least equal to the fair value of the Principal Property leased, or (y) the retirement
or repayment (other than any mandatory retirement, mandatory prepayment or sinking fund
payment or by payment at maturity) of any Funded Debt of the Company or a Restricted
Subsidiary (other than Funded Debt that is subordinated to the Notes) or preferred stock
of any Subsidiary (other than any such Debt owed to or preferred stock owned by the
Company or any Subsidiary); provided, however, that in lieu of applying an amount
equivalent to all or any part of such net proceeds to such retirement or repayment (or
committing such an amount to an escrow account for such purpose), the Company or the
Restricted Subsidiary may deliver to the Trustee outstanding Notes and thereby reduce the
amount to be applied pursuant to (y) of this clause (vi) by an amount equivalent to the
aggregate principal amount of the Notes so delivered;




     (vii) the Sale and Leaseback Transaction involving the extension, renewal or
replacement (or successive extensions, renewals or replacements) in whole or in part of a
lease pursuant to a Sale and Leaseback Transaction referred to in clauses (i) through
(vi), inclusive, in this Section 3.03; provided, however, that such lease extension,
renewal or replacement shall be limited to all or any part of the same property leased
under the lease so extended, renewed or replaced (plus improvements to such property); or




     (viii) the Attributable Debt of the Company and its Restricted Subsidiaries in
respect of such Sale and Leaseback Transaction and all other Sale and Leaseback
Transactions with respect to any Principal Property (not including any Sale and Leaseback
Transactions described under any of clauses (i) through (vii) of this Section 3.03), plus
the aggregate principal amount of outstanding Debt secured by Liens upon Principal
Properties or Capital Stock or Debt of any Restricted Subsidiary and owned by the Company
or any Subsidiary then outstanding (not including any such Debt secured by Permitted
Liens) which do not secure such outstanding securities issued under the Indenture equally
and ratably with (or on a basis that is prior to) the other Debt secured thereby, would
not exceed 15% of Consolidated Net Tangible Assets.



     Section 3.04 . Applicability of Covenants Contained in the Base Indenture. Each of the
agreements and covenants of the Company contained in Article 3 of the Base Indenture shall apply to
the Notes.



13









 





ARTICLE 4

The Notes




     Section 4.01. Form of Notes. The Notes shall initially be issued in the form of one or more
Global Securities substantially in the form of Exhibit A attached hereto (the “Global Note”).



     Section 4.02. Depositary. The Depositary for the Global Note shall initially be The
Depositary Trust Company (“DTC”) and the Global Note shall be deposited with, or on behalf of, the
Trustee as custodian for DTC and registered in the name of DTC or a nominee of DTC (such nominee
being referred to herein as the “Global Note Holder”).



ARTICLE 5

Events of Default




     Section 5.01. Events of Default. The following Events of Default shall apply to the Notes:



     (a) default in the payment of any interest on any Note when it becomes due and payable, and
continuance of such default for a period of 30 days (unless the entire amount of such payment is
deposited by the Company with the Trustee or with a paying agent prior to the expiration of such
period of 30 days);



     (b) default in the payment of principal of or premium, if any, on any Note when due and
payable;



     (c) default in the performance or breach of any covenant or warranty of the Company in the
Indenture (other than a covenant or warranty that has been included in the Indenture solely for the
benefit of a series of debt securities other than the Notes), which default continues uncured for a
period of 90 days after written notice to the Company by the Trustee or to the Company and the
Trustee by the Holders of not less than 25% in principal amount of the outstanding Notes as
provided in the Indenture;



     (d) a court having jurisdiction in the premises shall enter a decree or order for relief in
respect of the Company in an involuntary case under any applicable bankruptcy, insolvency or other
similar law now or hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee or sequestrator (or similar official) of the Company or for all or substantially all of its
property and assets or ordering the winding up or liquidation of its affairs, and such decree or
order shall remain unstayed and in effect for a period of 60 consecutive days;



     (e) the Company shall commence a voluntary case under any applicable bankruptcy, insolvency or
other similar law now or hereafter in effect, or consent



14









 







to the entry of an order for relief in an
involuntary case under any such law, or consent to the appointment of or taking possession by a
receiver, liquidator, assignee, custodian, trustee or sequestrator (or similar official) of the
Company or for all or substantially all of its property and assets, or make any general assignment
for the benefit of creditors; or



     (f) (i) a default occurs under any instrument under which there is outstanding, or by which
there may be secured or evidenced, any indebtedness of the Company for money borrowed by the
Company (other than non-recourse indebtedness) which results in acceleration of, or non-payment at
maturity (after giving effect to any applicable grace period) of, such indebtedness in an amount
exceeding $50,000,000, in which case the Company shall immediately give notice to the Trustee of
such acceleration or non-payment and (ii) there shall have been a failure to cure such default or
to discharge such defaulted indebtedness within ten days after notice thereof to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal
amount of the Notes then outstanding; provided, however, that no such Event of Default described in
this paragraph (f) shall exist as long as the Company is contesting any such default or
acceleration in good faith and by appropriate proceedings.



ARTICLE 6

Redemption




     Section 6.01. Optional Redemption.



     (a) The Notes shall be redeemable, at the option of the Company, at any time in whole or from
time to time in part, at a redemption price equal to the greater of:




     (i) 100% of the principal amount of the Notes to be redeemed; or




     (ii) the sum of the present values of the remaining scheduled payments of principal
and interest on the Notes to be redeemed (exclusive of interest accrued to the date of
redemption) from the redemption date through the stated maturity of the Notes being
redeemed, in each case discounted to the date of redemption on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25
basis points.



     (b) The Notes shall be redeemable, at the option of the Company, at any time on or after three
months prior to the maturity date, in whole or in part, at a redemption price equal to 100% of the
principal amount of the Notes to be redeemed plus accrued and unpaid interest on the Notes to be
redeemed to the date of redemption.



15









 




In each of paragraphs (a) and (b) of this Section 6.01, the Company shall pay accrued and unpaid
interest on the principal amount being redeemed to the date of redemption.




     Section 6.02. Applicability of Sections of the Base Indenture. The provisions of Article 12
of the Base Indenture in respect of the Notes shall apply to any optional redemption of the Notes
except when such provisions conflict with the foregoing.



ARTICLE 7

Defeasance




     Section 7.01. Defeasance. If the Company shall effect a defeasance of the Notes pursuant to
Article 10 of the Base Indenture, the Company shall cease to have any obligation to comply with the
covenants set forth in Article 3 hereof.



ARTICLE 8

Miscellaneous




     Section 8.01. Ratification of Base Indenture. The Base Indenture, as supplemented by this
First Supplemental Indenture, is in all respects ratified and
confirmed, and this First Supplemental Indenture shall be deemed part of the Base Indenture in
the manner and to the extent herein and therein provided.



     Section 8.02. Trustee Not Responsible for Recitals. The recitals contained herein shall be
taken as the statements of the Company, and the Trustee assumes no responsibility for the
correctness of the same.



     Section 8.03 . New York Law to Govern. This Indenture and the Notes shall be deemed to be a
contract under the laws of the State of New York, and for all purposes shall be construed in
accordance with the laws of such State, except as may otherwise be required by mandatory provisions
of law.



     Section 8.04. Counterparts. This First Supplemental Indenture may be executed in any number
of counterparts, each of which shall be an original; but such counterparts shall together
constitute but one and the same instrument.



     Section 8.05. Effect of Headings. The Article and Section headings herein and the Table of
Contents are for convenience only and shall not affect the construction hereof.



[Signature Page Follows]









16









 








     IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental Indenture to be
duly executed as of the date first above written.



	 	 	 	 	 
	 	IDEX CORPORATION

 	 
	 	By:  	/s/ Frank J. Notaro
 	 
	 	 	Name:  	Frank J. Notaro 	 
	 	 	Title:  	Vice President — General Counsel 	 



 









 








	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL 
ASSOCIATION, as
Trustee

 	 
	 	By:  	/s/ Gregory S. Clarke
 	 
	 	 	Name:  	Gregory S. Clarke 	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 



Exhibit A





 











 





[FACE OF NOTE]




     UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED
FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE
DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY
OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY. UNLESS THIS SECURITY IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF
TRANSFER, EXCHANGE OR PAYMENT, AND ANY SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE
TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.



	 	 	 

	No. 001

	 	Principal Amount $300,000,000.00,

as revised by the Schedule of Increases and

Decreases attached hereto

CUSIP No.: 45167R AE4

ISIN: US45167RAE45






IDEX CORPORATION

4.500% Senior Note due 2020




     IDEX CORPORATION, a Delaware corporation (“Company”, which term includes any successor
corporation), for value received promises to pay to CEDE & CO., or registered assigns, the
principal sum of THREE HUNDRED MILLION DOLLARS, as revised by the Schedule of Increases and
Decreases attached hereto, on December 15, 2020.



     Interest Payment Dates: June 15 and December 15 (each, an “Interest Payment Date”), commencing
on June 15, 2011.



     Interest Record Dates: June 1 and December 1 (each, an “Interest Record Date”).



     Initially, payment of the principal of and interest on this Note shall be made at the office
or agency of the Trustee maintained for that purpose in



 









 




Minneapolis, Minnesota, in such currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts; provided, however, for so long as
the Notes are represented in global form by one or more Global Securities, all payments of
principal of and interest shall be made by wire transfer of immediately available funds to the
Depository or its nominee, as the case may be, as the registered owner of the Global Security
representing such Notes.




     Reference is made to the further provisions of this Note set forth on the reverse hereof,
which will for all purposes have the same effect as if set forth at this place.



 









 





     IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.



	 	 	 	 	 
	 	IDEX CORPORATION

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 



					
	 	


Attest:

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


This is one of the Notes of the series designated herein and referred to in the within-mentioned
Indenture.




	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, 
        as Trustee
 	 
	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 


Dated: December 6, 2010






 









 








[REVERSE OF NOTE]





     This Note is one of the duly authorized securities of the Company (herein called the “Notes”)
issued and to be issued in one or more series under an Indenture dated as of December 6, 2010 (the
“Base Indenture”), as amended by a First Supplemental Indenture dated as of December 6, 2010 (the
“First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), between the
Company and Wells Fargo Bank, National Association, as trustee (herein called the “Trustee,” which
term includes any successor trustee under the Indenture with respect to the series of Notes
represented hereby), to which Indenture and all indentures supplemental thereto reference is hereby
made for a statement of the respective rights, limitations of rights, duties and immunities
thereunder of the Company, the Trustee and the Holders of the Notes and of the terms upon which the
Notes are, and are to be, authenticated and delivered. This Note is a Global Note representing the
Company’s 4.500% Senior Notes due 2020 in the aggregate principal amount of $300,000,000.



     The amount of interest payable on any interest payment date shall be computed on the basis of
a 360-day year consisting of twelve 30-day months. In the event that any date on which interest is
payable on this Note is not a Business Day, then payment of interest payable on such date will be
made on the next succeeding day that is a Business Day (and without any interest or other payment
in respect of any such delay) with the same force and effect as if made on such interest payment
date.



     The Notes of this series are issuable only in fully registered form without coupons in minimum
denominations of $2,000 and integral multiples of $1,000 above that amount.



     The Notes shall be redeemable, at the option of the Company, at any time in whole or from time
to time in part, at a redemption price equal to the greater of: (i) 100% of the principal amount
of the Notes to be redeemed or (ii) the sum of the present values of the remaining scheduled
payments of principal and interest on the Notes to be redeemed (exclusive of interest accrued to
the date of redemption) from the redemption date through the stated maturity of the Notes being
redeemed, in each case discounted to the date of redemption on a semi-annual basis (assuming a
360-day year consisting of twelve 30-day months) at the Treasury Rate plus 25 basis points.



     The Notes shall be redeemable, at the option of the Company, at any time on or after three
months prior to the maturity date, in whole or in part, at a redemption price equal to 100% of the
principal amount of the Notes to be redeemed plus accrued and unpaid interest on the Notes to be
redeemed to the date of redemption.



 









 





     In each case, the Company shall pay accrued and unpaid interest on the principal amount being
redeemed to the date of redemption.



     “Comparable Treasury Issue” means the United States Treasury security selected by the
Quotation Agent that would be utilized, at the time of selection and in accordance with customary
financial practice, in pricing new issues of corporate debt securities of comparable maturity to
the remaining term of the debt securities.



     “Comparable Treasury Price” means, with respect to any date of redemption, (1) the average of
three Reference Treasury Dealer Quotations for the date of redemption, after excluding the highest
and lowest Reference Treasury Dealer Quotations or (2) if the Quotation Agent obtains fewer than
four Reference Treasury Dealer Quotations, the average of all such Reference Treasury Dealer
Quotations.



     “Quotation Agent” means one of the Reference Treasury Dealers appointed by the Company as
Quotation Agent.



     “Reference Treasury Dealer” means any of (1) J.P. Morgan Securities LLC, Merrill Lynch,
Pierce, Fenner and Smith Incorporated and Barclays Capital Inc. and their respective successors,
unless any of them ceases to be a primary U.S. Government securities dealer in New York City (a
“Primary Treasury Dealer”), in which case the Company shall substitute another Primary Treasury
Dealer and (2) any other Primary Treasury Dealer the Company selects.



     “Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer
and any date of redemption, the average, as determined by the Quotation Agent of the bid and asked
prices for the Comparable Treasury Issue (expressed in each case as a percentage of its principal
amount) quoted in writing to the Quotation Agent by that Reference Treasury Dealer at 5:00 P.M.,
New York City time, on the third business day preceding that date of redemption.



     “Treasury Rate” means, with respect to any date of redemption, the rate per year equal to: (1)
the yield, under the heading which represents the average for the immediately preceding week,
appearing in the most recently published statistical release designated “H.15(519)” or any
successor publication which is published weekly by the Board of Governors of the Federal Reserve
System and which establishes yields on actively traded United States Treasury securities adjusted
to constant maturity under the caption “Treasury Constant Maturities,” for the maturity
corresponding to the applicable Comparable Treasury Issue; provided that, if no maturity is within
three months before or after the remaining term of the Notes to be redeemed, yields for the two
published maturities most closely corresponding to the applicable Comparable Treasury Issue shall
be determined and the Treasury Rate shall be interpolated or extrapolated from those yields on a
straight line basis, rounding to the nearest month; or (2) if such release



 









 




(or any successor release) is not published during the week preceding the calculation date or
does not contain such yields, the rate per year equal to the semi-annual equivalent yield to
maturity of the applicable Comparable Treasury Issue, calculated using a price for the applicable
Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for that date of redemption.




     If a Change of Control Triggering Event occurs, unless the Company has exercised its option to
redeem the Notes as described above, the Company shall be required to make an offer (a “Change of
Control Offer”) to each Holder of the Notes to repurchase all or any part (equal to $2,000 or an
integral multiple of $1,000 in excess thereof) of that Holder’s Notes on the terms set forth
herein. In a Change of Control Offer, the Company shall be required to offer payment in cash equal
to 101% of the aggregate principal amount of Notes repurchased, plus accrued and unpaid interest,
if any, on the Notes repurchased to, but not including, the repurchase date (a “Change of Control
Payment”).



     Within 30 days following any Change of Control Triggering Event or, at the Company’s option,
prior to any Change of Control, but after public announcement of the transaction that constitutes
or may constitute the Change of Control, a notice shall be mailed to Holders of the Notes with a
copy to the Trustee describing the transaction that constitutes or may constitute the Change of
Control Triggering Event and offering to repurchase such Notes on the repurchase date specified in
the applicable notice, which date shall be no earlier than 30 days and no later than 60 days from
the date on which such notice is mailed (a “Change of Control Payment Date”).



     The notice shall, if mailed prior to the date of consummation of the Change of Control, state
that the Change of Control Offer is conditioned on the Change of Control Triggering Event occurring
prior to or on the applicable Change of Control Payment Date specified in the notice.



     On each Change of Control Payment Date, the Company shall, to the extent lawful: (i) accept
for payment all Notes or portions of Notes properly tendered pursuant to the applicable Change of
Control Offer; (ii) deposit with the paying agent an amount equal to the Change of Control Payment
in respect of all Notes or portions of Notes properly tendered pursuant to the applicable Change of
Control Offer; and (iii) deliver or cause to be delivered to the Trustee the Notes properly
accepted together with an Officer’s Certificate stating the aggregate principal amount of Notes or
portions of Notes being repurchased.



     The Company shall not be required to make a Change of Control Offer upon the occurrence of a
Change of Control Triggering Event if a third party makes such an offer in the manner, at the times
and otherwise in compliance with the requirements for an offer made by the Company, and the third
party repurchases all Notes properly tendered and not withdrawn under its offer.



 









 





     The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act, and any
other securities laws and regulations thereunder to the extent those laws and regulations are
applicable in connection with the repurchase of the Notes as a result of a Change of Control
Triggering Event. To the extent that the provisions of any such securities laws or regulations
conflict with the Change of Control Offer provisions of the Notes, the Company shall comply with
those securities laws and regulations and shall not be deemed to have breached its obligations
under the Change of Control Offer provisions of the Notes by virtue of any such conflict.



     “Change of Control” means the occurrence of any of the following:



     (a) the direct or indirect sale, lease, transfer, conveyance or other disposition (other
than by way of merger or consolidation), in one or more series of related transactions, of all or
substantially all of the Company’s assets and its Subsidiaries’ assets, taken as a whole, to any
person, other than the Company or one of the Company’s subsidiaries; provided, however, that none
of the circumstances in this clause (a) shall be a Change of Control if the persons that
beneficially own the Company’s Voting Stock immediately prior to the transaction own, directly or
indirectly, shares with a majority of the total voting power of all outstanding voting securities
of the surviving or transferee person that are entitled to vote generally in the election of that
person’s board of directors, managers or trustees immediately after the transaction;



     (b) the consummation of any transaction (including, without limitation, any merger or
consolidation), the result of which is that any person becomes the beneficial owner, directly or
indirectly, of more than 50% of the Company’s outstanding Voting Stock or other Voting Stock into
which the Company’s Voting Stock is reclassified, consolidated, exchanged or changed, measured by
voting power rather than number of shares;



     (c) the Company consolidates with, or merges with or into, any person, or any person
consolidates with, or merges with or into, the Company, in any such event pursuant to a transaction
in which any of the Company’s outstanding Voting Stock or the Voting Stock of such other person is
converted into or exchanged for cash, securities or other property, other than any such transaction
where the shares of the Company’s Voting Stock outstanding immediately prior to such transaction
constitute, or are converted into or exchanged for, a majority of the Voting Stock of the surviving
person or any direct or indirect parent company of the surviving person immediately after giving
effect to such transaction;



     (d) the first day on which a majority of the members of the Company’s Board of Directors
are not Continuing Directors; or



     (e) the adoption of a plan relating to the liquidation or dissolution of the Company.



 









 





     As used in this definition, the term “person” has the meaning given thereto in Section
13(d)(3) of the Exchange Act. As used in this definition, the term “beneficial owner” has the
meaning given thereto in Rules 13d-3 and 13d-5 of the Exchange Act.



     “Change of Control Triggering Event” means the occurrence of both a Change of Control and a
Rating Event.



     “Continuing Directors” means, as of any date of determination, any member of the Company’s
Board of Directors who (1) was a member of such Board of Directors on the date the Notes were
issued or (2) was nominated for election, elected or appointed to such Board of Directors with the
approval of a majority of the Continuing Directors who were members of such Board of Directors at
the time of such nomination, election or appointment (either by a specific vote or by approval of
the Company’s proxy statement in which such member was named as a nominee for election as a
director, without objection to such nomination).



     “Fitch” means Fitch Inc., and its successors.



     “Investment Grade” means a rating equal to or higher than BBB- (or the equivalent) by Fitch,
Baa3 (or the equivalent) by Moody’s and BBB- (or the equivalent) by S&P, and the equivalent
Investment Grade credit rating from any replacement Rating Agency or Rating Agencies selected by
the Company.



     “Moody’s” means Moody’s Investors Service, Inc., and its successors.



     “Rating Agencies” means (1) each of Fitch, Moody’s and S&P; and (2) if any of Fitch, Moody’s
or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for
reasons outside of the Company’s control, a “nationally recognized statistical rating organization”
within the meaning of Rule 15c3-1 (c)(2)(vi)(F) under the Exchange Act selected by the Company as a
replacement agency for Fitch, Moody’s or S&P, or all of them, as the case may be.



     “Rating Event” means a decrease in the ratings of the Notes below Investment Grade by at least
two of the three Rating Agencies on any date from the date that is 60 days prior to the date of the
first public notice of an arrangement that could result in a Change of Control until the end of the
60-day period following the consummation of such Change of Control (which period shall be extended
so long as the rating of the Notes is under publicly announced consideration for possible downgrade
by any of the Rating Agencies).



     “S&P” means Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc.,
and its successors.



     “Voting Stock” means, with respect to any specified “person” (as that term is used in Section
13(d)(3) of the Exchange Act) as of any date, the Capital



 









 




Stock of such person that is at the time entitled to vote generally in the election of the
board of directors of such person.




     The Notes are initially limited to $300,000,000 aggregate principal amount. The Company may
from time to time, without notice to or the consent of the Holders of the Notes, create and issue
additional Notes ranking equally with the Notes in all respects (or in all respects other than the
payment of interest accruing prior to the issue date of such further Notes or except for the first
payment of interest following the issue date of such further Notes). Such further Notes may be
consolidated and form a single series with the Notes and have the same terms as to status,
redemption or otherwise as the Notes; provided that the Notes and such further Notes must be
fungible with each other for U.S. federal income tax purposes.



     The Notes are not entitled to the benefit of any sinking fund.



     The Indenture imposes certain limitations on the ability of the Company to, among other
things, merge or consolidate with any other Person or sell, convey, transfer or lease all or
substantially all of its assets to any Person, and requires that the Company comply with certain
further covenants, such as Limitations on Liens and Limitations on Sale and Leaseback Transactions.
All such covenants and limitations are subject to a number of important qualifications and
exceptions.



     The Indenture contains provisions for the defeasance at any time of (a) the entire
indebtedness of the Company on this Note and (b) certain restrictive covenants and the related
defaults and Events of Default, upon compliance by the Company with certain conditions set forth
therein, which provisions apply to this Note.



     If an Event of Default with respect to Notes of this series shall occur and be continuing, the
principal of the Notes of this series may (subject to the conditions set forth in the Indenture) be
declared due and payable in the manner and with the effect provided in the Indenture.



     The Indenture contains provisions permitting, with certain exceptions therein provided, the
Company and the Trustee, without the consent of any of the Holders of the outstanding Notes, to
modify and amend the Indenture for the purpose of, among other things, curing any ambiguity or
correcting or supplementing any provision contained in the Indenture which may be defective,
mistaken or inconsistent with any other provision contained in the Indenture.



     The Indenture also contains provisions permitting the Holders of a majority in aggregate
principal amount of the outstanding Notes, on behalf of the Holders of all Notes, to waive any past
default or Event of Default with respect to the Notes and its consequences, except a default in the
payment of the principal of or interest on any of the Notes or in respect of a covenant or other
provision



 









 




which, under the terms of the Indenture, cannot be modified or amended without the consent of
the Holder of each outstanding Note.




     No reference herein to the Indenture and no provision of this Note or of the Indenture shall
alter or impair the obligation of the Company, which is absolute and unconditional, to pay the
principal of and interest on this Note at the times, place and rate, and in the currency, herein
prescribed.



     No recourse under or upon any obligation, covenant or agreement contained in the Indenture or
any supplemental indenture, or in any Note, or because of any indebtedness evidenced thereby, shall
be had against any incorporator, as such, or against any past, present or future stockholder,
officer or director, as such, of the Company or of any successor, either directly or through the
Company or any successor, under any rule of law, statute or constitutional provision or by the
enforcement of any assessment or by any legal or equitable proceeding or otherwise, all such
liability being expressly waived and released by the acceptance hereof and as part of the
consideration for the issue hereof.



     This Note shall be governed by and construed in accordance with the law of the State of New
York.



     All terms used in this Note which are defined in the Indenture shall have the meanings assigned to
them in the Indenture




 











 





ASSIGNMENT FORM




     I or we assign and transfer this Security to



 
(Print or type name, address and zip code of assignee or transferee)




 
(Insert Social Security or other identifying number of assignee or transferee)



and irrevocably appoints            
                    
                        
                       
                      
          
agent to transfer this Security on the books of the Issuer. The agent may substitute another to act
for him.




	 	 	 	 	 
	Dated:                                          	Signed: 	
 	 
	 	 	(Signed exactly as name appears
 on the other side of
this Security)

 	 
	 	 	 
	 	 	 
	 



	 	 	 	 	 
	Signature Guarantee: 	
 	 
	 	Participant in a recognized Signature
 Guarantee
Medallion Program (or other
 signature guarantor
program reasonably
 acceptable to the Trustee)
 	 
	 	 	 
	 	 	 













 






	 	 	 	 	 



SCHEDULE A




SCHEDULE OF INCREASES AND DECREASES




The following increases and decreases to this Global Note have been made:



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Principal	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Amount of	 	 
	 	 	 	 	Amount of	 	Amount of	 	this Global	 	Signature of
	 	 	 	 	Decrease in	 	Increase in	 	Note	 	Authorized
	 	 	 	 	Principal	 	Principal	 	Following	 	Officer of
	Date of	 	Amount of	 	Amount of	 	Such	 	Trustee or
	Increase or	 	this Global	 	this Global	 	Decrease (or	 	Note
	Decrease	 	Note	 	Note	 	Increase)	 	Custodian