Exhibit 4.2
SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE No. 1 (this “Supplemental Indenture”), dated as of February 22, 2019, among CFX Escrow Corporation, a Delaware corporation (the “SPV Issuer”), Colfax Corporation, a Delaware corporation (the “Company”), each of the guarantor parties hereto (each, a “Guarantor”), and Wilmington Trust, National Association, as trustee (the “Trustee”).
W I T N E S S E T H
WHEREAS, the SPV Issuer has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of February 5, 2019 providing for the issuance of the SPV Issuer’s 6.000% Senior Notes due 2024 (the “2024 Notes”) and 6.375% Senior Notes due 2026 (the “2026 Notes” and together with the 2024 Notes, the “Notes”);
WHEREAS, pursuant to the purchase agreement in respect of the Notes dated as of January 31, 2019 (the “Purchase Agreement”), the Company agreed to assume all rights and obligations of the SPV Issuer under the Notes and the Indenture (the “Assumption”) by executing this Supplemental Indenture and note certificates substantially in the form attached hereto (the “Assumption Notes Certificates”);
WHEREAS, pursuant to the Purchase Agreement, the Company and the SPV Issuer agreed to cause certain subsidiaries of the Company to provide an unconditional guarantee of the obligations of the issuer under the Notes and the Indenture (each a “Guarantee”) by executing this Supplemental Indenture and the notation of guarantee attached to the Assumption Notes Certificates (the “Notation of Guarantee”); and
WHEREAS, pursuant to section 9.01 of the Indenture, the SPV Issuer and the Company are authorized to consummate the Assumption, the Guarantors are authorized to provide the Guarantees and the SPV Issuer, the Company, the Guarantors and the Trustee are authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the SPV Issuer, the Company, each Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. ASSUMPTION. The SPV Issuer hereby irrevocably assigns, grants, conveys and transfers to the Company all of the SPV Issuer’s obligations, right, title and interest as Issuer of the Notes and under the Indenture and the Company hereby unconditionally accepts such assignment and assumes all rights, duties, liabilities and obligations of whatever kind or nature of the SPV Issuer under the Notes and the Indenture with the same effect as if the Company had issued the Notes and executed and delivered the Indenture on the date thereof. From the date of this Supplemental Indenture, all references to the Issuer in the Indenture shall refer to the Company and not to the SPV Issuer.