EXHIBIT 10.1
SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE dated as of March 27, 2026 (this “Second Supplemental Indenture”), between NOVANTA INC., a company continued and existing under the laws of the Province of New Brunswick, Canada (the “Company”) and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as trustee (the “Trustee”) under the Indenture, dated as of November 12, 2025 (the “Base Indenture”), as supplemented by the First Supplemental Indenture, dated November 12, 2025 (the “First Supplemental Indenture”, together with Base Indenture the “Indenture”), between the Company and the Trustee (the “Parties”).
RECITALS OF THE COMPANY
WHEREAS, pursuant to Section 11.01(a) of the First Supplemental Indenture, the Parties may amend or supplement the Indenture without the consent of any Holder of a Note to conform the provisions of the Indenture or the Notes to any provision of the “Description of the Amortizing Notes” section in the Prospectus Supplement;
WHEREAS, the Issuer has identified such a nonconforming term in a provision of the First Supplemental Indenture and wishes, in this Second Supplemental Indenture, to conform such provision to the “Description of the Amortizing Notes” section of the Prospectus Supplement; and
WHEREAS, all things necessary to make this Second Supplemental Indenture a valid Second Supplemental Indenture and agreement according to its terms have been done.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Amendment to the Supplemental Indenture. The definition of “Regular Record Date,” as set forth in the First Supplemental Indenture, is hereby amended by replacing the words “the immediately preceding January 15, April 15, July 15 or October 15” with the words “the business day immediately preceding the related installment payment date, respectively. If the Notes do not remain in book-entry only form, then the Company will have the right to elect that each Regular Record Date will be each January 15, April 15, July 15 and October 15 immediately preceding the relevant Installment Payment Date by giving advance written notice to the Trustee and the Holders.” As a result, this Second Supplemental Indenture amends the definition of “Regular Record Date,” as set forth in the First Supplemental Indenture, to read in its entirety as follows:
“Regular Record Date” means, with respect to any February 1, May 1, August 1 and November 1 Installment Payment Date, the business day immediately preceding the related installment payment date, respectively. If the Notes do not remain in book-entry only form, then the Company will have the right to elect that each Regular Record Date will be each January 15, April 15, July 15 and October 15 immediately preceding the relevant Installment Payment Date by giving advance written notice to the Trustee and the Holders.
3. Ratification of Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the First Supplemental Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. Every reference in the First Supplemental Indenture shall hereby be deemed to mean the Indenture as supplemented by the First Supplemental Indenture and this Second Supplemental Indenture. This Second Supplemental Indenture shall form a part of the Indenture for all purposes, and every holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Second Supplemental Indenture.
4. Governing Law. THIS SECOND SUPPLEMENTAL INDENTURE SHALL BE DEEMED TO BE A CONTRACT UNDER THE LAWS OF THE STATE OF NEW YORK, AND FOR ALL PURPOSES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF SUCH STATE, INCLUDING, WITHOUT LIMITATION, SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK CIVIL PRACTICE LAWS AND RULES 327(b).
5. Counterparts. The parties may sign any number of copies of this Second Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Delivery of an executed counterpart of a signature page to this Second