Contract
Exhibit 4.4
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.
IDEX CORPORATION
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| No. [ ] | CUSIP No.: [ ] | |
| $[ ] |
IDEX CORPORATION, a Delaware corporation (“Issuer”, which term includes any successor
corporation), for value received promises to pay to CEDE & CO. or registered assigns, the principal
sum of _______________ on __________ _____, 20___.
Interest Payment Dates: _______________ and _______________ (each, an “Interest Payment
Date”), commencing on ____________.
Interest Record Dates: _______________ and _______________ (each, an “Interest Record Date”).
Reference is made to the further provisions of this Security contained herein, which will for
all purposes have the same effect as if set forth at this place.
IN WITNESS WHEREOF, the Issuer has caused this Security to be signed manually or by facsimile
by its duly authorized officer under its corporate seal.
| IDEX CORPORATION | ||||||
| By: | ||||||
| Name: | ||||||
| Title: | ||||||
| Attest: | ||||
By: |
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Name:
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Title:
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This is one of the series designated herein and referred to in the within-mentioned Indenture.
Dated:
| , as Trustee | ||||||
| By: | ||||||
| Title: | ||||||
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(REVERSE OF SECURITY)
IDEX CORPORATION
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1. Interest.
IDEX CORPORATION, a Delaware corporation (the “Issuer”), promises to pay interest on the
principal amount of this Security at the rate per annum shown above. Cash interest on the
Securities will accrue from the most recent date to which interest has been paid or, if no interest
has been paid, from ___________. The Issuer will pay interest semi-annually in arrears on each
Interest Payment Date, commencing _______________. Interest will be computed on the basis of a
360-day year of twelve 30-day months.
The Issuer shall pay interest on overdue principal from time to time on demand at the rate
borne by the Securities and on overdue installments of interest (without regard to any applicable
grace periods) to the extent lawful.
2. Method of Payment.
The Issuer shall pay interest on the Securities (except defaulted interest) to the persons who
are the registered Holders at the close of business on the Interest Record Date immediately
preceding the Interest Payment Date notwithstanding any transfer or exchange of such Security
subsequent to such Interest Record Date and prior to such Interest Payment Date. Holders must
surrender Securities to the Trustee to collect principal payments. The Issuer shall pay Principal
and interest in money of the United States that at the time of payment is legal tender for payment
of public and private debts (“U.S. Legal Tender”).
3. Paying Agent.
Initially, _______________ (the “Trustee”) will act as Paying Agent. The Issuer may change any
Paying Agent without notice to the Holders.
4. Indenture.
The Issuer issued the Securities under an Indenture, dated as of _____________ ___, 20__ (the
“Indenture”), between the Issuer and the Trustee. Capitalized terms herein are used as defined in
the Indenture unless otherwise defined herein. The terms of the Securities include those stated in
the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939
(15 U.S.C. Sections 77aaa-77bbbb) (the “TIA”), as in effect on the date of the Indenture until such
time as the Indenture is qualified under the TIA, and thereafter as in effect on the date on which
the Indenture is qualified under the TIA. Notwithstanding anything to the contrary herein, the
Securities are subject to
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all such terms, and holders of Securities are referred to the Indenture and the TIA for a
statement of them. To the extent the terms of the Indenture and this Security are inconsistent, the
terms of the Indenture shall govern.
5. Denominations; Transfer; Exchange.
The Securities are in registered form, without coupons, in denominations of $2,000 and
integral multiples of $1,000 in excess thereof. A Holder shall register the transfer of or exchange
Securities in accordance with the Indenture. The Issuer may require a Holder, among other things,
to furnish appropriate endorsements and transfer documents and to pay certain transfer taxes or
similar governmental charges payable in connection therewith as permitted by the Indenture. The
Issuer need not issue, authenticate, register the transfer of or exchange any Securities or
portions thereof for a period of 15 days before such series is selected for redemption, nor need
the Issuer register the transfer or exchange of any security selected for redemption in whole or in
part.
6. Persons Deemed Owners.
The registered Holder of a Security shall be treated as the owner of it for all purposes.
7. Unclaimed Funds.
If funds for the payment of principal or interest remain unclaimed for two years, the Trustee
and the Paying Agent will repay the funds to the Issuer at its written request. After that, all
liability of the Trustee and such Paying Agent with respect to such funds shall cease.
8. Legal Defeasance and Covenant Defeasance.
The Issuer may be discharged from its obligations under the Securities and under the Indenture
with respect to the Securities except for certain provisions thereof, and may be discharged from
obligations to comply with certain covenants contained in the Securities and in the Indenture with
respect to the Securities, in each case upon satisfaction of certain conditions specified in the
Indenture.
9. Amendment; Supplement; Waiver.
Subject to certain exceptions, the Securities and the provisions of the Indenture relating to
the Securities may be amended or supplemented with the written consent of the Holders of at least a
majority in aggregate principal amount of the Securities of all series then outstanding affected by
such amendment or supplement (voting as one class), and any existing Event of Default or compliance
with certain provisions may be waived with the consent of the Holders of a majority in aggregate
principal amount of all the Securities of such series, each series voting as a separate class (or
of all the Securities, as the case may be, voting
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as a single class), then outstanding. Without notice to or consent of any Holder, the parties
thereto may amend or supplement the Indenture and the Securities to, among other things, cure any
ambiguity, defect, mistake or inconsistency or make any other change that is necessary and
desirable provided that, in each case, such change does not adversely affect the rights of any
Holder of a Security in any material respect.
10. Defaults and Remedies.
If an Event of Default (other than certain bankruptcy Events of Default with respect to the
Issuer) occurs and is continuing, the Trustee or the Holders of at least 25% in aggregate principal
amount of Securities of this series then outstanding (voting as a separate class) may declare the
entire principal of all the Securities and interest accrued thereon to be due and payable
immediately in the manner and with the effect provided in the Indenture. If a bankruptcy Event of
Default with respect to the Issuer occurs and is continuing, then and in each and every such case,
the entire principal of all the Securities then Outstanding and interest accrued thereon, if any,
shall ipso facto become and be due and payable immediately without any declaration or other act on
the part of the Trustee or any Holder. Holders of Securities may not enforce the Indenture or the
Securities except as provided in the Indenture. The Trustee is not obligated to enforce the
Indenture or the Securities unless it has received indemnity satisfactory to it. The Indenture
permits, subject to certain limitations therein provided, Holders of a majority in aggregate
principal amount of the Securities then outstanding to direct the Trustee in its exercise of any
trust or power. The Trustee may withhold from Holders of Securities notice of certain continuing
Events of Default if it determines that withholding notice is in their interest.
11. Trustee Dealings with Issuer.
The Trustee under the Indenture, in its individual or any other capacity, may become the owner
or pledgee of Securities and may otherwise deal with the Issuer as if it were not the Trustee.
12. No Recourse Against Others.
No stockholder, director, officer, employee or incorporator, as such, of the Issuer or any
successor Person thereof shall have any liability for any obligation under the Securities or the
Indenture or for any claim based on, in respect of or by reason of, such obligations or their
creation. Each Holder of a Security by accepting a Security waives and releases all such liability.
The waiver and release are part of the consideration for the issuance of the Securities.
13. Authentication.
This Security shall not be valid until the Trustee manually signs the certificate of
authentication on this Security.
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14. Abbreviations and Defined Terms.
Customary abbreviations may be used in the name of a Holder of a Security or an assignee, such
as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants
with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).
15. CUSIP Numbers.
Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification
Procedures, the Issuer has caused CUSIP numbers to be printed on the Securities as a convenience to
the Holders of the Securities. No representation is made as to the accuracy of such numbers as
printed on the Securities and reliance may be placed only on the other identification numbers
printed hereon.
16. Governing Law.
The laws of the State of New York shall govern the Indenture and this Security thereof.
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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 |
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agent to transfer this Security on the books of the Issuer. The agent may substitute another to act
for him.
Dated:
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Signed: | |||||||
Signature Guarantee: |
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SCHEDULE A
SCHEDULE OF INCREASES AND DECREASES
The following increases and decreases to this Global Note have been made:
| Principal | Signature of | |||||||
| Amount of | Amount of | Amount of this | Authorized | |||||
| Decrease in | Increase in | Global Note | Officer of | |||||
| Date of | Principal | Principal | Following | Trustee or | ||||
| Increase or | Amount of this | Amount of this | Such Decrease | Note | ||||
| Decrease | Global Note | Global Note | (or Increase) | Custodian | ||||
