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EXHIBIT 4(b)(i)
FIRST SUPPLEMENTAL INDENTURE dated as of December 20, 1995, among ITT
Corporation, a Delaware corporation ("ITT Corporation"), ITT Industries, Inc.,
an Indiana corporation ("ITT Industries"), and BankAmerica Trust Company of
New York, a New York banking corporation, as trustee (the "Trustee") under the
Indenture dated as of December 28, 1990 (as amended, supplemented or modified
from time to time, the "Indenture").
WHEREAS, Section 10.1 of the Indenture provides, among other things,
that ITT Corporation and the Trustee may enter into indentures supplemental to
the Indenture for, among other things, evidencing the succession of another
corporation to ITT Corporation and the assumption by the successor corporation
of the covenants, agreements and obligations of ITT Corporation under the
Indenture and the Securities; and
WHEREAS, Section 11.1 of the Indenture provides that, subject to the
conditions contained in such Section, ITT Corporation may merge into any other
corporation;
WHEREAS, ITT Corporation has determined to merge with and into ITT
Industries, a wholly owned subsidiary of ITT Corporation (the "Merger"), such
Merger having been effected December 20, 1995.
NOW THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
That ITT Corporation and ITT Industries hereby covenant and agree with
the Trustee, for the equal and proportionate benefit of all the present and
future holders of the Securities, as follows:
ARTICLE ONE
ASSUMPTION BY ITT INDUSTRIES
SECTION 1.01. Assumption of Indenture Obligations. ITT Industries
hereby assumes the due
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and punctual payment of the principal of, premium, if any, and interest on the
Securities according to their tenor, and the due and punctual performance and
observance of all the terms, covenants and conditions of the Indenture as if
ITT Industries had been an original party to the Indenture.
ARTICLE TWO
MISCELLANEOUS
SECTION 2.01. Incorporation of Indenture. All the provisions of this
First Supplemental Indenture shall be deemed to be incorporated in, and made a
part of, the Indenture; and the Indenture, as supplemented and amended by this
First Supplemental Indenture, shall be read, taken and construed as one and the
same instrument.
SECTION 2.02. Headings. The headings of the Articles and Sections of
this First Supplemental Indenture are inserted for convenience of reference and
shall not be deemed to be a part thereof.
SECTION 2.03. Counterparts. This First Supplemental Indenture may be
executed in any number of counterparts, each of which so executed shall be
deemed to be an original, but all such counterparts shall together constitute
but one and the same instrument.
SECTION 2.04. Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof which is
required to be included in this First Supplemental Indenture by any of the
provisions of the Trust Indenture Act, such required provision shall control.
SECTION 2.05. Successors. All covenants and agreements in this
First Supplemental Indenture by the parties hereto shall bind their respective
successors.
SECTION 2.06. Benefits of First Supplemental Indenture. Nothing in
this First Supplemental Indenture, express or implied, shall give to any
person, other than the parties hereto and their successors hereunder and the
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Holders, any benefit or any legal or equitable right, remedy or claim under
this First Supplemental Indenture.
SECTION 2.07. Terms Defined. All terms defined in the Indenture shall
have the same meanings herein.
SECTION 2.08. Limitation. The Trustee assumes no responsibility
for, or in respect of, the validity or sufficiency of this First Supplemental
Indenture or the due execution hereof by ITT Corporation or ITT Industries,
or for, or in respect of, the recitals and statements contained herein,
all of which recitals and statements are made solely by ITT Corporation and
ITT Industries.
SECTION 2.09. Governing Law. This First Supplemental Indenture
shall be governed by and construed in accordance with the laws of the State of
New York.
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be duly executed and attested, all as of the day and
year first above written.
ITT CORPORATION
By
-------------------------
Name:
Title:
[SEAL]
Attest:
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ITT INDUSTRIES, INC.
By ______________________________
Name:
Title:
[SEAL]
Attest:
BANKAMERICA TRUST COMPANY
OF NEW YORK
By ______________________________
Name:
Title:
[SEAL]
Attest:
