Exhibit 4.3
SUPPLEMENTAL INDENTURE
This Supplemental Indenture, dated as of June 13, 2000 (this
"Supplemental Indenture" or "Guarantee"), among Salter Housewares Ltd, GEC Avery
Properties Limited, GEC Avery International Limited, GEC Avery Limited and
Berkel (Ireland) Limited (the "Additional Guarantors"), SWT Finance B.V.
(together with its successors and assigns, the "Issuer"), Weight-Tronix, LLC
(the "Parent"), each other then existing Guarantor under the Indenture referred
to below (together with the Parent, the "Guarantors"), and Bankers Trust
Company, as Trustee under the Indenture referred to below.
W I T N E S S E T H:
WHEREAS, the Issuer, the Guarantors and the Trustee have heretofore
executed and delivered an Indenture, dated as of June 13, 2000 (as amended,
supplemented, waived or otherwise modified, the "Indenture"), providing for the
issuance of an aggregate principal amount of (Eurodollar)165.0 million of 12.5%
Senior Subordinated Notes due June 1, 2010 of the Issuer (the "Notes");
WHEREAS, Section 4.17 of the Indenture provides, subject to certain
conditions, that the Parent will not permit any of its Restricted Subsidiaries
which are not Guarantors to guarantee the payment of any Indebtedness of the
Issuer, the Parent or any other Guarantor unless such Restricted Subsidiary
simultaneously executes and delivers a supplemental indenture providing for a
Guarantee of such Restricted Subsidiary;
WHEREAS, pursuant to Section 9.1 of the Indenture, the Issuer, the
Parent, the other Guarantors and the Trustee are authorized to execute and
deliver this Supplemental Indenture to amend the Indenture, without the consent
of any Holder of Notes, to add Guarantors with respect to the Notes;
WHEREAS, the Additional Guarantors are Restricted Subsidiaries of the
Parent and pursuant to Section 4.17 are required to become Guarantors;
WHEREAS, the Additional Guarantors, due to certain legal requirements
applicable to them, were precluded from executing the Indenture at the time it
was executed by the Issuer, the Trustee and the other Guarantors party thereto;
WHEREAS, such legal requirements have now been satisfied;
WHEREAS, each party hereto has duly authorized the execution and
delivery of this Supplemental Indenture and has done all things necessary to
make this Supplemental Indenture a valid agreement in accordance with its terms;
NOW, THEREFORE, in consideration of the foregoing and for other good
and valuable consideration, the receipt of which is hereby acknowledged, the
Additional Guarantors, the Issuer, the Guarantors and the Trustee mutually
covenant and agree for the equal and ratable benefit of the Holders of the
Securities as follows:
ARTICLE I
Definitions
SECTION I.1 Defined Terms. As used in this Supplemental Indenture,
terms defined in the Indenture or in the preamble or recital hereto are used
herein as therein defined, except that the term "Holders" in this Guarantee
shall refer to the term "Holders" as defined in the Indenture and the Trustee
acting on behalf or for the benefit of such holders. The words "herein,"
"hereof" and "hereby" and other words of similar import used in this
Supplemental Indenture refer to this Supplemental Indenture as a whole and not
to any particular section hereof.
ARTICLE II
Agreement to be Bound; Guarantee
SECTION II.1 Agreement to be Bound. The Additional Guarantors hereby
become parties to the Indenture as Guarantors and as such will have all of the
rights and be subject to all of the obligations and agreements of Guarantors
under the Indenture. Each of the Additional Guarantors agrees to be bound by
all of the provisions of the Indenture applicable to a Guarantor and to perform
all of the obligations and agreements of a Guarantor under the Indenture.
SECTION II.2 Guarantee. Each of the Additional Guarantors hereby
fully, unconditionally and irrevocably guarantees, as primary obligor and not
merely as surety, jointly and severally with each other Guarantor, to each
Holder of the Notes and the Trustee, the full and punctual payment when due,
whether at maturity, by acceleration, by redemption or otherwise, of the
Issuer's Obligations under the Indenture and the Notes, including the payment of
principal, premium, if any, interest, Liquidated Damages, if any, and Additional
Amounts, if any, on the Notes, pursuant to Article XI of the Indenture on a
senior subordinated basis.
SECTION II.3 Subordination. Each of the Additional Guarantors hereby
agrees to be bound by the subordination provisions of Article XII of the
Indenture.
ARTICLE III
Miscellaneous
SECTION III.1 Notices. All notices and other communications to the
Additional Guarantors shall be given as provided in the Indenture to the Parent
as provided in the Indenture for notices to the Issuer or any Guarantor.
SECTION III.2 Parties. Nothing expressed or mentioned herein is
intended or shall be construed to give any Person, firm or corporation, other
than the Holders and the Trustee, any legal or equitable right, remedy or claim
under or in respect of this Supplemental Indenture or the Indenture or any
provision herein or therein contained.
SECTION III.3 Governing Law. This Supplemental Indenture shall be
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governed by the laws of the State of New York.
SECTION III.4 Severability Clause. In case any provision in this
Supplemental Indenture shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby and such provision shall be ineffective only to the
extent of such invalidity, illegality or unenforceability.
SECTION III.5 Ratification of Indenture; Supplemental Indentures Part
of Indenture. 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. This 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 Supplemental Indenture.
SECTION III.6 Counterparts. The parties hereto may sign one or more
copies of this Supplemental Indenture in counterparts, all of which together
shall constitute one and the same agreement.
SECTION III.7 Headings. The headings of the Articles and the
sections in this Guarantee are for convenience of reference only and shall not
be deemed to alter or affect the meaning or interpretation of any provisions
hereof.
SECTION III.8 Conflicts. If any provision hereof limits, qualifies
or conflicts with another provision hereof which is required to be included in
this Supplemental Indenture by any of the provisions of the TIA, such required
provision shall control.
SECTION III.9 Successors. All covenants and agreements in this
Supplemental Indenture by the parties hereto shall bind their successors and
assigns, whether so expressed or not.
SECTION III.10 Effect of Headings. The Article and Section headings
herein are for the convenience of reference only and shall not affect the
construction hereof.
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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed as of the date first above written.
Bankers Trust Company, as Trustee
By: /s/ Bankers Trust Company
-------------------------------------
Name: Bankers Trust Company
Title:
SWT Finance B.V.
By: /s/ SWT Finance B.V.
-------------------------------------
Name: SWT Finance B.V.
Title:
Weigh-Tronix, LLC
By: /s/ Weigh-Tronix, LLC
-------------------------------------
Name: Weigh-Tronix, LLC
Title:
SWT Holdings B.V.
By: /s/ SWT Holdings B.V.
-------------------------------------
Name: SWT Holdings B.V.
Title:
Weigh-Tronix, Inc.
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By: /s/ Weigh-Tronix, LLC
-------------------------------------
Name: Weigh-Tronix, LLC
Title:
Mecmesin, Inc.
By: /s/ Mecmesin, Inc.
-------------------------------------
Name: Mecmesin, Inc.
Title:
Salter Weigh-Tronix Limited
By: /s/ Salter Weigh-Tronix Limited
-------------------------------------
Name: Salter Weigh-Tronix Limited
Title:
Berkel, Inc.
By: /s/ Berkel, Inc.
-------------------------------------
Name: Berkel, Inc.
Title:
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Salter Housewares Holdings Limited
By: /s/ Salter Housewares Holding Limited
--------------------------------------
Name: Salter Housewares Holding Limited
Title:
Weigh-Tronix Canada, ULC
By: /s/ Weigh-Tronix Canada, ULC
--------------------------------------
Name: Weigh-Tronix Canada, ULC
Title:
Weigh-Tronix UK Limited
By: /s/ Weigh-Tronix UK Limited
--------------------------------------
Name: Weigh-Tronix UK Limited
Title:
Weigh-Tronix Delaware, Inc.
By: /s/ Weigh-Tronix Delaware, Inc.
--------------------------------------
Name: Weigh-Tronix Delaware, Inc.
Title:
Berkel USA, Inc.
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By: /s/ Berkel USA, Inc.
--------------------------------------
Name: Berkel USA, Inc.
Title:
Berkel Products Co. Ltd
By: /s/ Berkel Products Co. Ltd
-------------------------------------
Name: Berkel Products Co. Ltd
Title:
Salter Housewares Ltd,
As Additional Guarantor
By: /s/ Salter Housewares Ltd
--------------------------------------
Name: Salter Housewares Ltd
Title:
GEC Avery Limited,
As Additional Guarantor
By: /s/ GEC Avery Limited
--------------------------------------
Name: GEC Avery Limited
Title:
Gec Avery Properties Limited,
As Additional Guarantor
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By:/s/ GEC Avery Properties Limited
------------------------------------
Name: GEC Avery Properties Limited
Title:
Gec Avery International Limited,
As Additional Guarantor
By: /s/ GEC Avery International Limited
------------------------------------
Name: GEC Avery International Limited
Title:
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Berkel (Ireland) Limited,
As Additional Guarantor
Signed, sealed and delivered by Larry Gunning, as
lawful attorney for Berkel (Ireland) Limited
By: /s/ Berkel (Ireland) Limited
------------------------------------
Name:
Title:
Witnessed
By:
Name:
Title:
Occupation of Witness:
_______________________________
Address of Witness:
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