SECOND SUPPLEMENTAL INDENTURE
SECOND SUPPLEMENTAL INDENTURE dated as of August 26, 1997 between
IMO INDUSTRIES INC., a Delaware corporation (the "Company"), and IBJ ▇▇▇▇▇▇▇▇
BANK & TRUST COMPANY, as trustee (the "Trustee").
W I T N E S S E T H :
WHEREAS, the Company and the Trustee have heretofore entered into an
Indenture dated as of April 15, 1996 (as previously supplemented, the
"Indenture"); and
WHEREAS, the Company desires and has requested the Trustee to join
with it in the execution and delivery of this Supplemental Indenture; and
WHEREAS, Section 9.1(1) of the Indenture provides that the Company
and the Trustee may enter into indentures supplemental to the Indenture for the
purpose of curing any ambiguity, omission, defect or inconsistency, without the
consent of any Holder; and
WHEREAS, the Company has represented to the Trustee that all
conditions precedent to the execution and delivery of this Supplemental
Indenture have been satisfied;
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1. Unless otherwise specifically defined herein, each term
used herein which is defined in the Indenture shall have the meaning assigned to
such term in the Indenture.
SECTION 2. Effective as of the date hereof, the following sentence
is hereby added at the end of the definition of Permitted Liens in Section 1.01
of the Indenture:
"For the avoidance of uncertainty, Permitted Liens may secure all
obligations in respect of the Indebtedness permitted to be secured,
including without limitation accrued and unpaid interest (including
Post-Petition Interest) and any costs, expenses, fees, reimbursements,
indemnities and other obligations of the Company or any Subsidiary in
respect of or in connection with such Indebtedness."
SECTION 3. The Trustee accepts the amendment of the Indenture
affected by this Supplemental Indenture and agrees to execute the trust created
by the Indenture, as hereby amended, but only upon the terms and conditions set
forth in the Indenture, as hereby amended, including the terms and provisions
defining and limiting the liabilities and responsibilities of the Trustee, which
terms and provisions shall in like manner define and limit its liabilities in
the performance of the trust created by the Indenture, as hereby amended, and
the Trustee makes no representations as to the validity or sufficiency of this
Supplemental Indenture and shall incur no liability or responsibility in respect
of the validity thereof.
SECTION 4. The Company agrees to indemnify the Trustee and hold the
Trustee harmless from and against any and all liabilities, losses, damages,
claims or actions to which the Trustee may become subject as a result of or in
connection with the execution of this Supplemental Indenture and the amendment
of the Indenture pursuant hereto, and will reimburse the Trustee for any legal
or other expenses reasonably incurred by the Trustee in connection with
investigating or defending any such liability, loss, damage, claim or action.
SECTION 5. Except as expressly amended hereby, the Indenture is in
all respects ratified and confirmed, and all the terms, conditions and
provisions thereof shall remain in full force and effect.
SECTION 6. This Supplemental Indenture shall form a part of the
Indenture for all purposes, and every holder of Securities heretofore or
hereafter authenticated and delivered shall be bound hereby.
SECTION 7. This Supplemental Indenture shall be governed by and
construed in accordance with the law of the State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this SECOND
SUPPLEMENTAL INDENTURE to be duly executed as of the date hereof.
IMO INDUSTRIES INC.
By:/s/ ▇.▇. ▇▇▇▇
Name: ▇.▇. ▇▇▇▇
Title: Executive Vice President
IBJ ▇▇▇▇▇▇▇▇ BANK & TRUST
COMPANY, as Trustee
By:/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
Title: Vice President
IMO INDUSTRIES INC.
11 3/4% Senior Subordinated Notes Due 2006
SUPPLEMENTAL INDENTURE
Dated as of August 26, 1997
to
INDENTURE
Dated as of April 15, 1996
IBJ ▇▇▇▇▇▇▇▇ BANK & TRUST C0MPANY,
as Trustee
