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EXHIBIT 4.2(a)
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE is dated as of December 22, 1995 among
IDEX CORPORATION, a Delaware corporation, as Issuer (the "Company"),
BAND-IT-IDEX, INC., a Delaware corporation ("Band-It"), XXXXXX, INC., a
Delaware corporation ("Xxxxxx"), PULSAFEEDER, INC., a Delaware corporation
("Pulsafeeder"), VIBRATECH, INC., a Delaware corporation ("Vibratech"), VIKING
PUMP, INC., a Delaware corporation ("Viking"), XXXXXX XXXX, INC., a Delaware
corporation ("Xxxxxx Xxxx"), LUBRIQUIP, INC., a Delaware corporation
("Lubriquip"), STRIPPIT, INC., a Delaware corporation ("Strippit," and together
with Band-It, Xxxxxx, Pulsafeeder, Vibratech, Viking, Xxxxxx Xxxx and
Lubriquip, each an "Original Guarantor" and collectively, the "Original
Guarantors"), XXXX PRODUCTS, INC., a Pennsylvania corporation ("Xxxx"),
MICROPUMP, INC., a Delaware corporation ("Micropump"), DUNJA
VERWALTUNGSGESELLSCHAFT MBH, a German corporation ("Dunja," and together with
Xxxx and Micropump, each a "New Guarantor" and collectively, the "New
Guarantors," and together with the Original Guarantors, the "Guarantors"), and
Fleet National Bank of Connecticut (formerly known as Shawmut Bank Connecticut,
National Association, which was formerly known as The Connecticut National
Bank), a national banking association, as trustee (the "Trustee").
RECITALS
WHEREAS, the Company, the Original Guarantors and the Trustee entered into
an Indenture, dated as of September 15, 1992 (the "Indenture"), pursuant to
which the Company issued $75,000,000 in principal amount of 9 3/4% Senior
Subordinated Notes due 2002 (the "Securities") (capitalized terms used herein
without definition shall have the respective meanings ascribed to them in the
Indenture); and
WHEREAS, Section 11.03 of the Indenture provides that any person that was
not a Guarantor on the date of the Indenture may become a Guarantor by
executing and delivering to the Trustee, among other things, a supplemental
indenture in form and substance satisfactory to the Trustee;
WHEREAS, Section 9.01 of the Indenture provides, among other things, that
the Company and the Guarantors when authorized by a Board Resolution of their
respective Boards of Directors, and the Trustee, may amend, waive or supplement
the Indenture without notice to or consent of any Securityholder to make any
change that would provide any additional benefit or rights to the
Securityholders or that does not adversely affect the rights of any
Securityholders;
WHEREAS, the Company, the Guarantors and the Trustee desire to supplement
the Indenture to include each New Guarantor as a Guarantor under the Indenture,
and each New Guarantor has agreed to guarantee the Securities pursuant to
Article Eleven of the Indenture;
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WHEREAS, all acts and things prescribed by the Indenture, by law and by
the respective Certificates of Incorporation and By-Laws of the Company, the
Guarantors and the Trustee necessary to make this First Supplemental Indenture
a valid instrument legally binding on the Company, the Guarantors and the
Trustee, in accordance with its terms, have been duly done and performed.
NOW, THEREFORE, to comply with the provisions of the Indenture and in
consideration of the above premises, the Company, the Guarantors and the
Trustee covenant and agree for the equal and proportionate benefit of the
respective Holders of the Securities as follows:
ARTICLE 1
Section 1.011. This First Supplemental Indenture is supplemental to the
Indenture and does and shall be deemed to form a part of, and shall be
construed in connection with and as part of, the Indenture for any and all
purposes, including but not limited to discharge of the Indenture as provided
in Article 8 of the Indenture.
Section 1.012. Subject to the provisions of Article Eleven of the
Indenture, each New Guarantor agrees that it will duly and punctually perform
and observe all of the covenants and conditions in the Indenture to be
performed by a Guarantor as if such New Guarantor had been an original
Guarantor of the Securities. Any Guarantee endorsed on any Security delivered
after the date of this First Supplemental Indenture in substitution or exchange
for any outstanding Security as provided in the Indenture shall be executed and
delivered by each New Guarantor and each such Guarantee on each such Security
shall constitute an obligation of such New Guarantor; provided, however, that
each Guarantee hereunder shall be effective without such notation.
Section 1.013. This First Supplemental Indenture shall become effective
immediately upon its execution and delivery by each of the Company, the
Guarantors and the Trustee.
ARTICLE 2
Section 1.021. Except as specifically modified herein, the Indenture, the
Securities and the Guarantees are in all respects ratified and confirmed and
shall remain in full force and effect in accordance with their terms.
Section 1.022. Except as otherwise expressly provided herein, no duties,
responsibilities or liabilities are assumed, or shall be construed to be
assumed, by the Trustee by reason of this First Supplemental Indenture. This
First Supplemental Indenture is executed and accepted by the Trustee subject to
all the terms and conditions set forth in the Indenture with the same force and
effect as if those terms and conditions were repeated at length herein and made
applicable to the Trustee with respect hereto.
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Section 1.023. The laws of the State of New York shall govern this First
Supplemental Indenture without regard to principles of conflicts of law. The
Trustee, the Company, the Guarantors and the Securityholders agree to submit to
the jurisdiction of the courts of the State of New York in any action or
proceeding arising out of or relating to this First Supplemental Indenture.
Section 1.024. The parties may sign any number of copies of this First
Supplemental Indenture. Each signed copy shall be an original, but all of such
executed copies together shall represent the same agreement.
Section 1.025. The recitals to this First Supplemental Indenture shall
not be construed as representations of the Trustee and the Trustee makes no
representation as to the accuracy of such recitals.
Section 1.026. The Trustee enters into this Supplemental Indenture in its
capacity as Trustee under the Indenture and in reliance on an Opinion of
Counsel and an Officers' Certificate.
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SIGNATURES
IN WITNESS WHEREOF, the parties hereto have caused this First Supplemental
Indenture to be duly executed, all as of the date first written above.
IDEX CORPORATION,
as the Company
By: Xxxxx X. Xxxxxxxxx
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Title: Senior Vice President-Finance & C.F.O.
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BAND-IT-IDEX, INC.,
as Guarantor
By: Xxxxx X. Xxxxxxxxx
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Title: Senior Vice President-Finance & C.F.O.
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XXXXXX, INC.,
as Guarantor
By:Xxxxx X. Xxxxxxxxx
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Title: Senior Vice President-Finance & C.F.O.
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PULSAFEEDER, INC.,
as Guarantor
By:Xxxxx X. Xxxxxxxxx
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Title: Senior Vice President-Finance & C.F.O.
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VIBRATECH, INC.,
as Guarantor
By: Xxxxx X. Xxxxxxxxx
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Title:Senior Vice President-Finance & C.F.O.
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VIKING PUMP, INC.,
as Guarantor
By: Xxxxx X. Xxxxxxxxx
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Title: Senior Vice President-Finance &
C.F.O.
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XXXXXX XXXX, INC.,
By: Xxxxx X. Xxxxxxxxx
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Title: Senior Vice President-Finance &
C.F.O.
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LUBRIQUIP, INC.,
as Guarantor
By: Xxxxx X. Xxxxxxxxx
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Title: Senior Vice President-Finance &
C.F.O.
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STRIPPIT, INC.,
as Guarantor
By: Xxxxx X. Xxxxxxxxx
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Title: Senior Vice President-Finance &
C.F.O.
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XXXX PRODUCTS, INC.,
as Guarantor
By: Xxxxx X. Xxxxxxxxx
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Title: Senior Vice President-Finance &
C.F.O.
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MICROPUMP, INC.,
as Guarantor
By: Xxxxx X. Xxxxxxxxx
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Title: Senior Vice President-Finance &
C.F.O.
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DUNJA VERWALTUNGSGESELLSCHAFT MBH,
as Guarantor
By: Xxxxxx X. Xxxxxxx
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Title: Managing Director
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FLEET NATIONAL BANK OF CONNECTICUT,
as Trustee
By: Xxxxx Xxxxxxxx
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Title: Assistant Vice President
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