Exhibit 4.3
FIRST SUPPLEMENTAL INDENTURE
FIRST SUPPLEMENTAL INDENTURE (this "First Supplemental
Indenture") dated as of February 6, 1998, by and among ThermoTrex
Corporation, a Delaware corporation (the "Issuer"), Thermo
Electron Corporation, a Delaware corporation (the "Guarantor")
and Bankers Trust Company, a New York banking corporation (the
"Trustee").
WHEREAS, the Issuer, the Guarantor and the Trustee have
entered into that certain Indenture dated as of October 28, 1997
(the "Indenture"), with respect to the issuance and sale of the
Issuer's subordinated debt securities (the "Securities"); and
WHEREAS, Article Twelve of the Indenture ("Conversion of
Securities") contains provisions permitting the Issuer, in its
sole discretion, to (i) pay cash in respect of all or a portion
of the shares of the common stock, $.01 par value per share, of
the Issuer (the "Common Stock") otherwise issuable upon the
conversion of the Securities (the "Cash Settlement Option")
and/or (ii) deliver fully paid and non-assessable shares of the
common stock, $1.00 par value per share, of the Guarantor in lieu
of issuing shares of Common Stock upon the conversion of the
Securities (the "Stock Settlement Option"); and
WHEREAS, the Board of Directors of the Issuer has determined
that the Cash Settlement Option and the Stock Settlement Option
do not serve any desired purpose of the Issuer; and
WHEREAS, the Issuer and the Guarantor have the ability,
pursuant to Section 901 of the Indenture, to amend the Indenture
to remove both the Cash Settlement Option and the Stock
Settlement Option, upon the authorization of such amendment by
the Boards of Directors of the Issuer and the Guarantor, which
authorization has been received; and
WHEREAS, as required by Section 903 of the Indenture, the
Issuer and the Guarantor have provided the Trustee with (i) an
Opinion of Counsel of the Issuer and the Guarantor stating that
the execution of this First Supplemental Indenture is authorized
by the Indenture and (ii) Officers' Certificates of the Issuer
and the Guarantor stating that all conditions precedent to the
execution of this First Supplemental Indenture have been
fulfilled;
NOW, THEREFORE, in consideration of the foregoing and other
good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto agree as
follows:
1. The Issuer shall no longer have the ability to exercise
either the Cash Settlement Option or the Stock Settlement Option
with respect to any Securities issued pursuant to the Indenture.
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2. This First Supplemental Indenture shall form a part of
the Indenture for all purposes, and every Holder of a Security
authenticated and delivered pursuant to the Indenture (whether
before or after the date hereof) shall be bound hereby.
3. Except as amended by this First Supplemental Indenture,
the Indenture shall continue in full force and effect and the
Indenture is in all respects hereby ratified and confirmed.
4. In case any provision of this First Supplemental
Indenture shall be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions
hereof and of the Indenture shall not be in any way affected or
impaired.
5. 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.
6. All capitalized terms defined in the Indenture and used
herein without definition shall have the same meanings herein as
are ascribed to them in the Indenture.
IN WITNESS WHEREOF, the parties hereto have caused this
First Supplemental Indenture to be duly executed as of the date
first above written.
THERMOTREX CORPORATION
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By: Xxxxxxx X. Xxxxxxx
Its: Treasurer
THERMO ELECTRON CORPORATION
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By: Xxxx X. Xxxxxxxxxxx
Its: President and Chief
Financial Officer
BANKERS TRUST COMPANY
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By: Xxxxxx X. Xxxxxxx
Its: Assistant Vice President
