Exhibit 4.3
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AMTROL INC.,
Issuer
10-5/8% Senior Subordinated Notes Due 2006
FIRST SUPPLEMENTAL INDENTURE
Dated as of November 13, 0000
XXX XXXX XX XXX XXXX,
as Trustee
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THIS FIRST SUPPLEMENTAL INDENTURE, dated as of November 13,
1996, between AMTROL INC., a Rhode Island corporation (the
"Company"), and THE BANK OF NEW YORK, as trustee (the "Trustee"),
amends and supplements the Indenture (as defined below).
RECITALS
1. AMTROL Acquisition, Inc. ("Acquisition") and the Trustee entered
into the Indenture, dated as of November 1, 1996 (the "Indenture), relating to
Acquisition's 10-5/8% Senior Subordinated Notes Due 2006 (the "Notes"); and
2. Acquisition has merged with and into the Company as contemplated
by the Indenture (the "Merger").
AGREEMENT
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained and intending to be legally binding, the parties hereto hereby
agree as follows:
Section 1. Capitalized terms used herein and not otherwise defined
herein are used as defined in the Indenture.
Section 2. The Company hereby acknowledges and agrees that, by virtue
of the Merger and by operation of law, it has become a party to the Indenture
and has assumed all of the liabilities and obligations of Acquisition under the
Indenture and the Notes in accordance with Article 5 of the Indenture.
Section 3. Pursuant to Section 9.05 of the Indenture, the Company
shall issue and the Trustee shall authenticate new Notes that reflect this First
Supplemental Indenture.
Section 4. This First Supplemental Indenture shall be governed by,
and construed in accordance with, the laws of the State of New York but without
giving effect to applicable principles of conflicts of law to the extent that
the application of the laws of another jurisdiction would be required thereby.
2
Section 5. This First Supplemental Indenture may be executed in any
number of counterparts, each of which, when so executed, shall be deemed to be
an original, but all of which shall together constitute but one and the same
instrument.
Section 6. This First Supplemental Indenture is an amendment
supplemental to the Indenture and said Indenture and this First Supplemental
Indenture to the Indenture shall henceforth be read together.
IN WITNESS WHEREOF, the parties hereto have caused this First
Supplemental Indenture to be executed as of the day and year first above
written.
AMTROL INC.,
by /s/ Xxxxxx X. Xxxxxx
____________________________
Name: Xxxxxx X. Xxxxxx
Title: Senior Vice President
THE BANK OF NEW YORK, as Trustee,
by /s/ Xxxx Xxxx Xxxxxxxxx
____________________________
Name: Xxxx Xxxx Xxxxxxxxx
Title: Vice President
