<PAGE>

                                                                   EXHIBIT 10.20

                                 THIRD AMENDMENT

         THIRD AMENDMENT, dated as of June 29, 2001 (this "Amendment"), to the
Amended and Restated Credit Agreement, dated as of June 13, 2000 (as amended,
restated or otherwise modified from time to time, the "Credit Agreement"), among
WEIGH-TRONIX, LLC, a Delaware limited liability company ("Holdings"), SWT
FINANCE B.V., a limited liability company organized under the laws of the
Netherlands (the "Borrower"), WEIGH-TRONIX CANADA, ULC, a company incorporated
under the laws of Nova Scotia (the "Canadian Borrower", and collectively with
the Borrower, the "Borrowers"), the several banks and other financial
institutions or entities from time to time parties thereto (the "Lenders"),
BROTHERS INC., as sole advisor, LEHMAN BROTHERS INC. and FLEETBOSTON ROBERTSON
STEPHENS INC., as co-arrangers and co-book managers in such capacity, the
"Arrangers"), LEHMAN COMMERCIAL PAPER INC., as syndication agent (in such
capacity, the "Syndication Agent"), FLEET NATIONAL BANK, as administrative agent
(in such capacity, the "Administrative Agent"), and FLEET NATIONAL BANK, as
security agent (in such capacity, the "Security Agent").

                              W I T N E S S E T H:
                               - - - - - - - - - -

         WHEREAS, pursuant to the Credit Agreement, the Lenders have agreed to
make, and have made, certain loans and other extensions of credit to the
Borrowers; and

         WHEREAS, Holdings and the Borrowers have requested, and, upon this
Amendment becoming effective, the Lenders have agreed, that certain provisions
of the Credit Agreement be amended in the manner provided for in this Amendment
for the purpose of clarifying or confirming the interpretation of certain
definitions relating to the various negative covenants set forth in Section 7 of
the Credit Agreement and modifying the terms of one such negative covenant.

         NOW, THEREFORE, the parties hereto hereby agree as follows:

         1. Defined Terms.

         a) General. Terms defined in the Credit Agreement and used herein
shall, unless otherwise indicated, have the meanings given to them in the Credit
Agreement. Terms defined and used in this Amendment shall have the meanings
given to them in this Amendment.

        (b) Amendment to Definitions.  Section 1.1 of the Credit Agreement is
hereby amended by modifying certain existing definitions contained therein, as
follows:
            (i) by amending and restating the second proviso of the definition
of "Consolidated EBITDA" appearing in the last six lines of such definition, so
that such second proviso shall read as follows:

                "provided, further, that for purposes of computing the
                Consolidated Senior Leverage Ratio, Consolidated Leverage Ratio,
                Consolidated Fixed Charge
<PAGE>

                Coverage Ratio and Consolidated Interest Coverage Ratio as at
                September 30, 2000, December 31, 2000, March 31, 2001, June 30,
                2001, September 30, 2001, December 31, 2001, March 31, 2002 and
                June 30, 2002, there shall be added to the calculation of
                Consolidated EBITDA for the actual or annualized four-quarter
                period measured as of each such date the amount of $8,000,000,
                $8,000,000, $8,000,000, $7,000,000, $6,000,000, $4,000,000,
                $2,000,000 and $1,000,000, respectively."

           (ii) by amending and restating in its entirety the definition
of "Consolidated Interest Expense", so that such definition shall read as
follows:

                " `Consolidated Interest Expense': Of any Person for any period,
                total interest expense (including that attributable to Capital
                Lease Obligations) of such Person and its Subsidiaries for such
                period with respect to all outstanding Indebtedness of such
                Person and its Subsidiaries (including, without limitation, all
                commissions, discounts and other fees and charges owed by such
                Person with respect to letters of credit and bankers' acceptance
                financing and net costs of such Person under Hedge Agreements in
                respect of interest rates to the extent such net costs are
                applicable to such period in accordance with GAAP) and including
                commitment fees, agency fees, facility fees, balance deficiency
                fees and similar fees or expenses in connection with the
                borrowing of money (but excluding the amortization of deferred
                financing fees to the extent that such amortization is otherwise
                included within interest expense in accordance with GAAP and
                excluding any fees paid pursuant to Section 2.11(e) or (f)),
                plus, in any event, any cash dividends paid during such period
                with respect to the cash PIK Preferred Stock, provided that for
                the purposes of calculating Consolidated Interest Expense of
                Holdings and its Subsidiaries for any period, Consolidated
                Interest Expense in respect of the principal amount of
                Indebtedness repaid with the proceeds of the Disposition of any
                Person disposed of by Holdings or its Subsidiaries during such
                period shall be excluded for such period (assuming the
                consummation of such Disposition occurred on the first day of
                such period)."

          (iii) by inserting in the definition of "Consolidated Tangible Net
Worth" in the third line after the word "date" the following parenthetical
clause:

                "(but including, for purposes of calculating Consolidated
                Tangible Net Worth and without reference to the treatment of
                such items under GAAP, (i) the stated liquidation amount of all
                outstanding PIK Preferred Stock, and (ii) members' interests in
                Holdings which are subject to "put" options or similar rights
                requiring redemption or repurchase by Holdings of such interests
                at the election of members, so long as such rights have not been
                exercised as of the date of such calculation),"

                                       2
<PAGE>

           (iv) by modifying clauses (f) and (g) in the definition of
"Indebtedness", so that such clauses, as restated in their entirety, shall read
as follows:

                "(f) all obligations of such Person as an account party or
                applicant for amounts drawn and outstanding under acceptance,
                letter of credit or similar facilities, (g) all obligations of
                such Person (to the extent fixed and without further
                contingencies) to purchase, redeem, retire or otherwise acquire
                for value any Capital Stock of such Person,"; and

            (v) by inserting the definition of "Net Cash Proceeds" in the
ninth line after the phrase "(other than any Lien pursuant to a Security
Document)" the following:

                ", amounts applied to the repayment of Indebtedness permitted
                under Section 7.2(b) (but only in connection with the sales of
                Berkel USA, Inc., Berkel, Inc. and Salter Housewares, Inc.)
                which repayment amounts shall not exceed the Borrowing Base
                attributable to said Asset Sales"

           (vi) by inserting in the definition of "Obligations" in the eleventh
line after the phrase "Letter of Credit" the following:

                "(to the extent any draw(s) thereunder are made and remain
                outstanding)".

         2. Amendment to Section 2.14(b) (Mandatory Prepayment and Commitment
Reductions).  Section 2.14(b)of the Credit Agreement is hereby amended by
deleting the period at the end thereof and substituting a semi-colon therefore
and adding a new clause as follows:

                "and provided further, that any proceeds in the form of cash or
                Cash Equivalents (including any such proceeds received by way of
                deferred payment of principal pursuant to a note or installment
                receivable or purchase price adjustment receivable or otherwise,
                but only as and when received) received in connection with such
                Asset Sale, Purchase Price Refund or Recovery Event and applied
                to the repayment of Indebtedness permitted under Section 7.2(b)
                shall contemporaneously on such date be applied first to prepay
                the Revolving Credit Loans (subject to reborrowing in accordance
                with the terms and conditions hereof) and second to prepay the
                Term Loans."

         3. Amendment to Section 6.2 (Certificates; Other Information). Section
6.2 of the Credit Agreement is hereby amended by deleting Section 6.2(c) in its
entirety and substituting the following paragraph (c) in lieu thereof,
relettering the existing paragraph (h) as paragraph (k) and inserting new
paragraphs (h), (i) and (j) all as follows:

                "(c) as soon as available, and in any event no later than the
            end of each fiscal year of Holdings, a detailed consolidated and
            consolidating budget for the following fiscal year (broken down on a
            consolidated basis by month) (including a projected consolidated and
            consolidating balance sheet of Holdings and its Subsidiaries as of
            the end of each monthly period for said fiscal year, and the

                                       3
<PAGE>

            related consolidated and consolidating statements of projected cash
            flow, projected changes in financial position, projected income,
            projected quarterly calculations for purposes of compliance with the
            Financial Condition Covenants contained in Section 7.1, and
            projected Borrowing Base and projected borrowing availability under
            the Revolving Credit Commitments), and, as soon as available,
            significant revisions, if any, of budget and projections with
            respect to such fiscal year (collectively, the "Projections"), which
            Projections shall (i) be updated within 30 days after the end of
            each fiscal quarter (with such updated Projections broken down on a
            consolidated basis by quarter), with the first such updated
            Projections to (a) include the fiscal quarter ended June 30, 2001
            and (b) be delivered on or before July 31, 2001 and (ii) in each
            case be accompanied by a certificate of a Responsible Officer
            stating that such Projections are based on reasonable estimates,
            information and assumptions and that such Responsible Officer has no
            reason to believe that such Projections are incorrect or misleading
            in any material respect;

                (h) within 20 days after the end of each calendar month, a
            monthly written or oral progress report, with the first such report
            to be delivered on or before July 20, 2001 which reports shall (i)
            provide updates regarding (x) marketing and sales efforts in
            connection with the sale of Berkel, Inc., Salter Housewares, Inc.
            and any Property listed on Schedule 2.14(b), including projected and
            anticipated amounts of gross and net proceeds with respect to such
            sales, (y) ongoing integration and synergy realization efforts with
            respect to Holdings' acquisitions and (z) any significant changes to
            the consolidated business or financial condition of Holdings, (ii)
            be in form reasonably satisfactory to the Administrative Agent and,
            (iii) if such report is oral, be presented to the Lenders during
            normal business hours and scheduled with the Administrative Agent no
            later than five Business Days in advance of such presentation;

                (i) within 20 days after the end of each calendar month, a
            thirteen-week rolling cash flow forecast (the "Cash Flow Forecast"),
            with the first such Cash Flow Forecast to be delivered on or before
            July 20, 2001, which Cash Flow Forecasts shall detail all sources
            and uses of cash of Holdings and the Borrowers on a weekly basis and
            shall report any variances from the prior Cash Flow Forecast. The
            Cash Flow Forecasts shall be in form reasonably satisfactory to the
            Administrative Agent;

                (j) as soon as available, and in any event no later than five
            business days after the receipt by Holdings or its Subsidiaries of
            any cash, Cash Equivalents or Net Cash Proceeds from Any Asset Sale
            or Recovery Event, a report, in form reasonably satisfactory to the
            Administrative Agent and accompanied by a certificate of a
            Responsible Officer stating that such report is accurate in all
            material respects, setting forth (i) the amount of any cash or Cash
            Equivalent applied to the repayment of Indebtedness permitted under
            Section 7.2(b) and (ii) the Borrowing Base attributable to said
            Asset Sale or Recovery Event; and

                                       4
<PAGE>

         4. Amendment to Section 7.5 (Limitation on Disposition of Property).
Section 7.5 of the Credit Agreement is hereby amended by inserting in Section
7.5(f) after the phrase "(as a stock sale or asset sale) of" the words "Berkel
USA, Inc.,".

         5. Amendment to Section 7.6 (Limitation on Restricted Payments).
Section 7.6 of the Credit Agreement is hereby amended by inserting a new Section
7.6(i), as follows:

                "(i) Avery India Limited, being a Foreign Subsidiary, may make
            Restricted Payments in the form of cash dividends payable on its
            capital stock held by Persons other than Holdings and its
            Subsidiaries, provided that cash dividends on the stock of Avery
            India Limited held by Holdings and its Subsidiaries are also
            concurrently paid at the same rate or on the same basis."

         6. Conditions to Effectiveness. The amendments provided for herein
shall become effective on the date the Administrative Agent shall have received
(i) an executed counterpart of this Amendment from Holdings and the Borrowers,
(ii) executed Consent Letters (in the form attached hereto as Annex A) from the
Required Lenders (or facsimile transmissions thereof) consenting to the
execution of this Amendment by the Administrative Agent, (iii) Acknowledgement
and Consents in the form attached hereto as Annex B, duly executed and delivered
from each Guarantor, (iv) certified Projections for the fiscal year ended March
31, 2001 and (v) written evidence, in form reasonably satisfactory to the
Administrative Agent, of (a) the amount of the gross proceeds anticipated from
the upcoming sale of the Intec Property at Tame Bridge, Walsall, which is part
of title number WM 719011, and the Sertec Property at Tame Bridge, Walsall,
which is the whole of title number WM 719010 and (b) the aggregate amount of
Dispositions for the current fiscal year of Holdings other than those permitted
under clauses 7.5(a) though 7.5(f) of the Credit Agreement; provided, however,
that upon the effectiveness of this Amendment, all of the amendments to the
Credit Agreement provided for herein shall be deemed to be effective as of the
Closing Date. The execution and delivery of this Amendment by any Lender shall
be binding upon each of its successors and assigns (including Transferees of its
Commitments and Loans in whole or in part prior to the effectiveness hereof) and
binding in respect of all of its Commitments and Loans, including any acquired
subsequent to its execution and delivery hereof and prior to the effectiveness
hereof.

         7. Representations and Warranties. Holdings and the Borrowers, as of
the date hereof and after giving effect to the amendments contained herein,
hereby confirm, reaffirm and restate the representations and warranties made by
them in Section 4 of the Credit Agreement, except to the extent any of such
representations and warranties relate to a specific date, in which case such
representations and warranties shall be deemed true and correct on and as of
such date, and except for recent changes in the financial condition and results
of operations of Holdings and its Subsidiaries, as reflected in financial
information which has been furnished to each Agent and each Lender; provided
that each reference to the Credit Agreement therein shall be deemed to be a
reference to the Credit Agreement after giving effect to this Amendment.

         8. Valuation Advisor. Holdings and the Borrowers jointly and severally
agree that in the event that the Administrative Agent determines to undertake an
independent valuation of the consolidated enterprise value of Holdings and its
Subsidiaries, which undertaking may be done or updated from time to time,
Holdings and the Borrowers shall cooperate in all respects

                                       5
<PAGE>

with any such valuation advisor selected by the Administrative Agent and shall
pay or reimburse the Administrative Agent for all reasonable fees and
out-of-pocket expenses incurred in connection therewith; provided, however, that
the Administrative Agent may determine, in its sole and absolute discretion, as
an alternative to the Administrative Agent's retention of its own valuation
advisor, to utilize any separate written appraisal or valuation report prepared
for Holdings by an independent valuation advisor, which appraisal or report
shall expressly state that the Administrative Agent and the Lenders may rely
thereon. Holdings and the Borrowers jointly and severally further agree to
furnish the Administrative Agent with any written appraisal or valuation report
received by Holding or the Borrowers with respect to the consolidated enterprise
value of Holdings and its Subsidiaries, as soon as available and in any event
within five business days of receipt by Holdings or Borrowers.

         9. Payment of Expenses. Holdings and the Borrowers jointly and
severally agree to pay or reimburse the Agents for all of their out-of-pocket
costs and expenses incurred in connection with this Amendment, any other
documents prepared in connection herewith and the transactions contemplated
hereby, including, without limitation, the reasonable fees and disbursements of
counsel to the Agents. In furtherance of the provisions of this Section 8 and
Section 10.5 of the Credit Agreement, Holdings and the Borrowers jointly and
severally agree to reimburse the Agents for all such costs, fees and expenses
within 20 days of receipt of a written invoice for payment of the same.

         10. Report on Dispositions. Holdings and the Borrowers jointly and
severally agree to furnish to the Administrative Agent as soon as available, and
in any event no later than five Business Days after the effective date of this
Amendment, written evidence, in form reasonably satisfactory to the
Administrative Agent, of the amount of gross and net proceeds of all asset
Dispositions from February 15, 2001 (the date of the Second Amendment to the
Credit Agreement) to the date hereof, which evidence shall set forth on an
itemized basis all expenditures from gross proceeds in excess of $25,000.

         11. Affirmative Covenants. Holdings and the Borrowers hereby expressly
reaffirm each of the covenants made by them in Section 6 of the Credit
Agreement, including without limitation, the covenants contained in Section 6.9
(Additional Collateral, etc.) and Section 6.10 (Further Assurances).

         12. Reference to and Effect on the Loan Documents; Limited Effect. On
and after the date hereof and the satisfaction of the conditions contained in
paragraph 3 of this Amendment, each reference in the Credit Agreement to "this
Agreement", "hereunder", "hereof" or words of like import referring to the
Credit Agreement, and each reference in the other Loan Documents to "the Credit
Agreement", "thereunder", "thereof" or words of like import referring to the
Credit Agreement, shall mean and be a reference to the Credit Agreement as
amended hereby. For purposes of the Credit Agreement, all of the agreements of
Holdings and the Borrowers contained in this Amendment shall be deemed to be,
and shall be, agreements under the Credit Agreement. The execution, delivery and
effectiveness of this Amendment shall not, except as expressly provided herein,
operate as a waiver of any right, power or remedy of any Lender or any Agent
under any of the Loan Documents, nor constitute a waiver of any provisions of
any of the Loan Documents. Except as expressly amended or waived herein, all of
the provisions and

                                       6
<PAGE>

covenants of the Credit Agreement and the other Loan Documents are and shall
continue to remain in full force and effect in accordance with the terms thereof
and are hereby in all respects ratified and confirmed.

        13. Counterparts. This Amendment may be executed by one or more of the
parties hereto in any number of separate counterparts (which may include
counterparts delivered by facsimile transmission) and all of said counterparts
taken together shall be deemed to constitute one and the same instrument. Any
executed counterpart delivered by facsimile transmission shall be effective for
all purposes hereof.

        14. GOVERNING LAW. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HERETO SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE
WITH, THE INTERNAL LAWS (and not the law of conflicts) OF THE STATE OF NEW YORK.

         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered by their respective proper and duly authorized
officers as of the day and year first above written.

                                 WEIGH-TRONIX, LLC


                                 By:  /s/ Donald J. MacKenzie
                                      -----------------------
                                      Name:  Donald J. MacKenzie
                                      Title:  Vice President and Chief Financial
                                              Officer


                                 SWT FINANCE B.V.


                                 By:  /s/ Donald J. MacKenzie
                                      -----------------------
                                      Name:  Donald J. MacKenzie
                                      Title: Vice President and Chief Financial
                                             Officer


                                 WEIGH-TRONIX CANADA, ULC


                                 By:  /s/ Donald J. MacKenzie
                                      -----------------------
                                      Name:  Donald J. MacKenzie
                                      Title:  Donald J. MacKenzie

                                       7
<PAGE>

                                 LEHMAN BROTHERS INC.,
                                 as sole advisor


                                 By:  /s/ G. Andrew Keith
                                      -------------------
                                      Name: G. Andrew Keith
                                      Title:  Senior Vice President

                                 LEHMAN COMMERCIAL PAPER INC.,
                                 as  Syndication Agent


                                 By:  /s/ G. Andrew Keith
                                      -------------------
                                      Name:  G. Andrew Keith
                                      Title:  Authorized Signatory

                                 FLEET NATIONAL BANK,
                                 as Administrative Agent,
                                 as Security Agent and as Fronting Lender


                                 By:  /s/ CB Moore
                                      ------------
                                      Name:  CB Moore
                                      Title:  Vice President

                                       8
<PAGE>

                                     ANNEX A
                                     -------

                              LENDER CONSENT LETTER

                               WEIGH-TRONIX, LLC,
                  SWT FINANCE B.V. and WEIGH-TRONIX CANADA, ULC

                                CREDIT AGREEMENT
                            DATED AS OF JUNE 13, 2000

To:      Fleet National Bank, as Administrative Agent
         100 Federal Street
         MA DE 10011B
         Boston, MA  02110

Ladies and Gentlemen:

         Reference is made to the Amended and Restated Credit Agreement, dated
as of June 13, 2000 (as further amended and restated or otherwise modified from
time to time, the "Credit Agreement"), among WEIGH-TRONIX, LLC, a Delaware
limited liability company ("Holdings"), SWT FINANCE B.V., a limited liability
company organized under the laws of the Netherlands (the "Borrower"),
WEIGH-TRONIX CANADA, ULC, a company incorporated under the laws of Nova Scotia
(the "Canadian Borrower", and collectively with the Borrower, the "Borrowers"),
the several banks and other financial institutions or entities from time to time
parties thereto (the "Lenders"), LEHMAN BROTHERS INC., as sole advisor, LEHMAN
BROTHERS INC. and FLEETBOSTON ROBERTSON STEPHENS INC., as co-arrangers and
co-book managers (in such capacity, the "Arrangers"), LEHMAN COMMERCIAL PAPER
INC., as syndication agent (in such capacity, the "Syndication Agent"), FLEET
NATIONAL BANK, as administrative agent (in such capacity, the "Administrative
Agent"), and FLEET NATIONAL BANK, as security agent (in such capacity, the
"Security Agent"). Unless otherwise defined herein, capitalized terms used
herein and defined in the Credit Agreement are used herein as therein defined.

         Holdings and the Borrowers have requested that the Required Lenders
amend certain provisions of the Credit Agreement on the terms described in the
Third Amendment in the form attached hereto as Exhibit A (the "Amendment").

         Pursuant to Section 10.1 of the Credit Agreement, the undersigned
Lender hereby consents to the execution by the Administrative Agent of the
Amendment.

                                   Very truly yours,


                                   ------------------------------------------
                                   (NAME OF LENDER)


                                   By:_______________________________________
                                      Name:
                                      Title:
Dated as June __, 2001

                                       9
<PAGE>

                                     ANNEX B
                                     -------

                           ACKNOWLEDGEMENT AND CONSENT

         Reference is made to the Third Amendment, dated as of June 29, 2001
(the "Amendment"), to the Amended and Restated Credit Agreement, dated as of
June 13, 2000 (as amended, restated or otherwise modified from time to time, the
"Credit Agreement"), among WEIGH-TRONIX, LLC, a Delaware limited liability
company ("Holdings"), SWT FINANCE B.V., a limited liability company organized
under the laws of the Netherlands (the "Borrower"), WEIGH-TRONIX CANADA, ULC, a
company incorporated under the laws of Nova Scotia (the "Canadian Borrower", and
collectively with the Borrower, the "Borrowers"), the several banks and other
financial institutions or entities from time to time parties thereto (the
"Lenders"), LEHMAN BROTHERS INC., as sole advisor, LEHMAN BROTHERS INC. and
FLEETBOSTON ROBERTSON STEPHENS INC., as co-arrangers and co-book managers (in
such capacity, the "Arrangers"), LEHMAN COMMERCIAL PAPER INC., as syndication
agent (in such capacity, the "Syndication Agent"), FLEET NATIONAL BANK, as
administrative agent (in such capacity, the "Administrative Agent"), and FLEET
NATIONAL BANK, as security agent (in such capacity, the "Security Agent").
Unless otherwise defined herein, capitalized terms used herein and defined in
the Credit Agreement are used herein as therein defined.

         Each of the undersigned parties to the Guarantee and Collateral
Agreement or the Foreign Guarantees, as the case may be, made by the undersigned
in favor of Fleet National Bank, as Administrative Agent, for the benefit of the
Lenders hereby (a) consents to the transactions contemplated by the Amendment to
the Credit Agreement and (b) acknowledges and agrees that the guarantees and
grants of security interests made by such party contained in the Guarantee and
Collateral Agreement, the Foreign Guarantee and the other Security Documents, as
the case may be, are, and shall remain, in full force and effect after giving
effect to such Amendment and all prior modifications to the Credit Agreement.

         IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgement
and Consent to be duly executed and delivered by their respective proper and
duly authorized officers as of June 29, 2001.

WEIGH-TRONIX, LLC                     BERKEL USA INC.


By: ______________________________    By: ______________________________
    Name:                                 Name:
    Title:                                Title:

                                       10
<PAGE>

WEIGH-TRONIX, INC.                    BERKEL INCORPORATED


By: ______________________________    By: ______________________________
    Name:                                 Name:
    Title:                                Title:

WEIGH-TRONIX, DELAWARE, INC.          BERKEL PRODUCTS CO., LIMITED


By: ______________________________    By: ______________________________
    Name:                                 Name:
    Title:                                Title:

WEIGH-TRONIX CANADA, ULC              MECMESIN, INC.


By: ______________________________    By: ______________________________
    Name:                                 Name:
    Title:                                Title:

SWT HOLDINGS B.V.                     AVERY BERKEL LIMITED


By: ______________________________    By: ______________________________
    Name:                                 Name:
    Title:                                Title:

                                       11
<PAGE>

                          FIRST AMENDMENT TO GUARANTEE
                          ----------------------------


         FIRST AMENDMENT, dated as of June 29, 2001 (this "First Amendment") to
the Guarantee, dated as of February 15, 2001 (the "Guarantee"), made by
Berkshire Fund IV, Limited Partnership and Berkshire Fund V, Limited Partnership
(collectively, the "Guarantors"), in favor of FLEET NATIONAL BANK, as
administrative agent (in such capacity, the "Administrative Agent") for the
lenders (the "Lenders") parties to the Amended and Restated Credit Agreement,
dated as of June 13, 2000 (as amended, supplemented or otherwise modified from
time to time, the "Credit Agreement"), among WEIGH-TRONIX, LLC, a Delaware
limited liability company ("Holdings"), SWT FINANCE B.V., a limited liability
company organized under the laws of the Netherlands (the "Borrower"),
WEIGH-TRONIX CANADA, ULC, a company incorporated under the laws of Nova Scotia
(the "Canadian Borrower", and collectively with the Borrower, the "Borrowers"),
the Lenders, LEHMAN BROTHERS INC., as sole advisor, LEHMAN BROTHERS INC. and
FLEETBOSTON ROBERTSON STEPHENS INC. , as co-arrangers and co-book managers (in
such capacity, the "Arrangers"), LEHMAN COMMERCIAL PAPER INC., as syndication
agent (in such capacity, the "Syndication Agent"), the Administrative Agent and
FLEET NATIONAL BANK, as security agent (in such capacity, the "Security Agent").

                              W I T N E S S E T H:
                               -------------------

         WHEREAS, pursuant to the Credit Agreement, the Lenders have severally
agreed to make, and have made, certain loans and other extensions of credit to
the Borrowers;

         WHEREAS, the Guarantors have previously executed and delivered the
Guarantee to the Administrative Agent for the ratable benefit of the Lenders;
and

         WHEREAS, the Guarantors have requested that certain provisions of the
Guarantee be amended pursuant to this First Amendment, and have requested the
consent of the Administrative Agent to such amendment.

         NOW, THEREFORE, in consideration of the premises, the Guarantors and
the Administrative Agent hereby agree as follows:

         1. Defined Terms. Unless otherwise defined herein, terms defined in the
Credit Agreement and used herein shall have the meanings given to them in the
Credit Agreement.

         2. Amendment to Subsection 2(b) of Guarantee. Paragraph (b) of Section
2 of the Guarantee is hereby amended by adding at the end of such subsection the
following additional sentence:

                "For the purposes of determining the Consolidated Senior
                Leverage Ratio under this paragraph (b) as at the end of the
                fiscal quarter of Holdings ending on March 31, 2001 (but not
                with respect to the determination of such ratio as of the end of
                any other fiscal quarter), Consolidated EBITDA for the relevant
                period shall be deemed to equal the sum of (i) Consolidated
                EBITDA (without giving effect to the second proviso in the
                definition thereof) for such fiscal quarter and

                                       12
<PAGE>

                for the two immediately prior fiscal quarters commencing after
                the Closing Date, multiplied by 4/3, and (ii) the relevant
                amount of the add-back for the fiscal quarter ending on March
                31, 2001 as set forth in the second proviso to the definition of
                Consolidated EBITDA."

         3. Conditions to Effectiveness. The amendments provided for herein
shall become effective on the date the Administrative Agent shall have received
(i) an executed counterpart of this First Amendment from the Guarantors and (ii)
executed Consent Letters (in the form attached hereto as Annex A) from the
Required Lenders (or facsimile transmissions thereof) consenting to the
execution of this First Amendment by the Administrative Agent; provided,
however, that upon the effectiveness of this First Amendment, all of the
amendments to the Guarantee provided for herein shall be deemed to be effective
as of the Closing Date. The execution and delivery of this First Amendment by
any Lender shall be binding upon each of its successors and assigns (including
Transferees of its Commitments and Loans in whole or in part prior to the
effectiveness hereof) and binding in respect of all of its Commitments and
Loans, including any acquired subsequent to its execution and delivery hereof
and prior to the effectiveness hereof.

         4. Guarantee Ratified and Confirmed; Effective Date. Except as set
forth in Paragraph 2 hereinabove, all of the terms and conditions of the
Guarantee shall remain in full force and effect and unaffected by this First
Amendment, and are hereby ratified and confirmed. This First Amendment shall be
deemed to be effective as of March 31, 2001.

         5. Governing Law. This First Amendment shall be governed by and
construed and interpreted in accordance with the laws of the State of New York.

                                       13
<PAGE>

         IN WITNESS WHEREOF, the undersigned have caused this First Amendment to
be duly executed and delivered by their duly authorized officers as of the day
and year first above written.

                                     BERKSHIRE FUND IV, LIMITED PARTNERSHIP

                                     By:  Fourth Berkshire Associates LLC,
                                          its General Partner

                                     By: /s/ David R. Peeler
                                         -------------------
                                         Name: David R. Peeler
                                         Title:  Managing Director

                                     Address for Notices:

                                     Berkshire Fund IV, Limited Partnership
                                     One Boston Place, 33rd Floor
                                     Boston, MA 02108
                                     Fax: (617) 227-6105


                                     BERKSHIRE FUND V, LIMITED PARTNERSHIP

                                     By:  Fifth Berkshire Associates LLC,
                                          its General Partner

                                     By: /s/ David R. Peeler
                                         -------------------
                                         Name: David R. Peeler
                                         Title: Managing Director

                                     Address for Notices:

                                     Berkshire Fund V, Limited Partnership
                                     One Boston Place, 33rd Floor
                                     Boston, MA 02108
                                     Fax: (617) 227-6105


The foregoing First Amendment to
Guarantee is hereby consented and
agreed to as of the date first above written.

FLEET NATIONAL BANK,
as Administrative Agent


By: /s/ CB Moore
    ------------
    Authorized Officer

                                       14
<PAGE>

                                    ANNEX A

                              LENDER CONSENT LETTER

                               WEIGH-TRONIX, LLC,
                  SWT FINANCE B.V. and WEIGH-TRONIX CANADA, ULC

                                    GUARANTEE
                          DATED AS OF FEBRUARY 15, 2001

To:      Fleet National Bank, as Administrative Agent
         100 Federal Street
         MA DE 10011B
         Boston, MA  02110

Ladies and Gentlemen:

         Reference is made to the Amended and Restated Credit Agreement, dated
as of June 13, 2000 (as further amended and restated or otherwise modified from
time to time, the "Credit Agreement"), among WEIGH-TRONIX, LLC, a Delaware
limited liability company ("Holdings"), SWT FINANCE B.V., a limited liability
company organized under the laws of the Netherlands (the "Borrower"),
WEIGH-TRONIX CANADA, ULC, a company incorporated under the laws of Nova Scotia
(the "Canadian Borrower", and collectively with the Borrower, the "Borrowers"),
the several banks and other financial institutions or entities from time to time
parties thereto (the "Lenders"), LEHMAN BROTHERS INC., as sole advisor, LEHMAN
BROTHERS INC. and FLEETBOSTON ROBERTSON STEPHENS INC. , as co-arrangers and
co-book managers (in such capacity, the "Arrangers"), LEHMAN COMMERCIAL PAPER
INC., as syndication agent (in such capacity, the "Syndication Agent"), FLEET
NATIONAL BANK, as administrative agent (in such capacity, the "Administrative
Agent"), and FLEET NATIONAL BANK, as security agent (in such capacity, the
"Security Agent"). Unless otherwise defined herein, capitalized terms used
herein and defined in the Credit Agreement are used herein as therein defined.

         Berkshire Fund IV, Limited Partnership and Berkshire Fund V, Limited
Partnership have requested that the Required Lenders amend certain provisions of
the Guarantee on the terms described in the First Amendment in the form attached
hereto as Exhibit A (the "Amendment").

         Pursuant to Section 10.1 of the Credit Agreement, the undersigned
Lender hereby consents to the execution by the Administrative Agent of the
Amendment.

                                     Very truly yours,


                                     ------------------------------------------
                                     (NAME OF LENDER)


                                     By:_______________________________________
                                        Name:
                                        Title:
Dated as June __, 2001

                                       15