Exhibit 4.3



 Exhibit 4.3 
 SECOND SUPPLEMENTAL INDENTURE 
 SUPPLEMENTAL INDENTURE (this
“Supplemental Indenture”) dated as of December 21, 2010, among the entities set forth on Schedule I hereto (each, a “New Guarantor”), each an indirect subsidiary of Pinafore Holdings B.V. (or its successor)
(“Holdings”), and WILMINGTON TRUST FSB, as trustee under the indenture referred to below (the “Trustee”). 
 W I T N E S S E T H : 
 WHEREAS the Issuers and the existing Note Guarantors have
heretofore executed and delivered to the Trustee an Indenture (as amended, supplemented or otherwise modified, the “Indenture”) dated as of September 29, 2010, providing for the issuance of the Issuers’ 9% Senior Secured
Second Lien Notes due 2018 (the “Securities”), initially in the aggregate principal amount of $1,150,000,000; 

WHEREAS Section 4.10 of the Indenture provides that under certain circumstances Holdings is required to cause the New Guarantors to
execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all the Issuers’ obligations under the Securities pursuant to a Note Guarantee on the terms and conditions set forth
herein; and 
 WHEREAS pursuant to Section 9.01 of the Indenture, the Trustee and the Issuers are authorized to execute and
deliver this Supplemental Indenture; 
 NOW THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the New Guarantors, Holdings, the Issuers, and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Securities as follows: 

 

	 	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 Note Guarantee shall refer to the term “Holders” as defined in the Indenture and the Trustee acting on behalf of and 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. 


 

	 	2.	Agreement to Guarantee. The New Guarantors hereby agree, jointly and severally with all existing Note Guarantors (if any), to unconditionally guarantee the
Issuers’ obligations under the Securities on the terms and subject to the conditions set forth in Article 11 of the Indenture and to be bound by all other applicable provisions of the Indenture and the Securities and to perform all of the
obligations and agreements of a Note Guarantor under the Indenture. 

  

	 	3.	 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 Securities heretofore
or hereafter authenticated and delivered shall be bound hereby. 


  

	 	4.	Notices. All notices or other communications to the New Guarantor shall be given as provided in Section 12.02 of the Indenture. 


 

	 	5.	Governing Law. THIS SUPPLEMENTAL INDENTURE (AND EXCLUDING ANY COLLATERAL DOCUMENTS THAT ARE EXPRESSED TO BE SUBJECT TO ANY LAW OTHER THAN THE LAW OF THE STATE
OF NEW YORK) SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES THEREOF.


  

	 	a.	Consent to Jurisdiction. Any legal suit, action or proceeding arising out of or based upon this Supplemental Indenture or the transactions contemplated hereby
(“Related Proceedings”) may be instituted in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New
York (collectively, the “Specified Courts”), and subject to the last sentence of this Section 5(a) each party irrevocably submits to the non-exclusive jurisdiction of the Specified Courts in any Related Proceeding. Service of
any process, summons, notice or document by mail to such party’s address set forth above shall be effective service of process for any Related Proceeding brought in any Specified Court. The parties irrevocably and unconditionally waive any
objection to the laying of venue of any Specified Proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any Specified Court that any Related Proceeding brought in any Specified Court has been
brought in an inconvenient forum. Each party not located in the United States irrevocably appoints Pinafore, LLC (now known as Tomkins, LLC) as its agent to receive service of process or other legal summons for purposes of any Related Proceeding
that may be instituted in any Specified Court. The Trustee reserves the right to bring an action in any court that has jurisdiction over the trust estate, which may be a court other than the Specified Courts, when seeking a direction from a court in
the administration of the trust estate. 

  

	 	b.	 Waiver of Immunity. With respect to any Related Proceeding, each party irrevocably waives, to the fullest extent permitted by applicable law,
all immunity (whether on the basis of sovereignty or otherwise) from jurisdiction, service of process, attachment (both before and after judgment) and execution to which it might otherwise be entitled in the Specified Courts, and with respect to any
suits, actions, or proceedings instituted in regard to the enforcement of a judgment of any Specified Court in a Related Proceeding (a “Related Judgment”), each party waives any such immunity in the Specified Courts or any other
court of competent jurisdiction, and will not raise or claim or cause to be pleaded any such immunity at or in respect of any such Related Proceeding or Related Judgment, 










	 	 
including, without limitation, any immunity pursuant to the United States Foreign Sovereign Immunities Act of 1976, as amended. 



 

	 	c.	Judgment Currency. If for the purposes of obtaining judgment in any court it is necessary to convert a sum due hereunder into any currency other than U.S.
dollars, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall be the rate at which in accordance with normal banking procedures the Trustee, acting on behalf of and for the benefit of
the Holders, could purchase U.S. dollars with such other currency in The City of New York on the business day preceding that on which final judgment is given. The obligations of the Issuers and each Note Guarantor in respect of any sum due from them
to the Trustee shall, notwithstanding any judgment in any currency other than U.S. dollars, not be discharged until the first business day, following receipt by the Trustee of any sum adjudged to be so due in such other currency, on which (and only
to the extent that) the Trustee may in accordance with normal banking procedures purchase U.S. dollars with such other currency; if the U.S. dollars so purchased are less than the sum originally due to the Trustee and the Holders hereunder, the
Issuers and each Note Guarantor agree, as a separate obligation and notwithstanding any such judgment, to indemnify the Trustee and the Holders against such loss. If the U.S. dollars so purchased are greater than the sum originally due to the
Trustee and the Holders hereunder, the Trustee agrees to deliver to the Issuers and the Note Guarantors (but without duplication) an amount equal to the excess of the U.S. dollars so purchased over the sum originally due to the Trustee and the
Holders hereunder. 

  

	 	6.	Russian Guarantor. Solely with respect to the New Guarantor organized under the laws of Russia: 


 

	 	a.	Pursuant to Articles 847 and 854 of the Civil Code of the Russian Federation, the Collateral Agent shall have the right to withdraw moneys from the accounts of Gates
CIS LLC (the “Russian Obligor”) opened with ZAO Citibank (Russia) (the “Russian Account Bank”) after an Event of Default has occurred and outstanding upon the presentation of payment demands (platezhnoe
trebovanie oplachivaemoye bez aksepta) to the Russian Account Bank pursuant to a withdrawal agreement to be entered into between the Russian Obligor, the Russian Account Bank and the Collateral Agent (the “Withdrawal
Agreement”) for the purpose of satisfying of the obligations of each Issuer and each Note Guarantor under the Securities and the Note Guarantees. 


 

	 	b.	The Russian Obligor must give and maintain to the extent permitted by applicable law: 


 

	 	(i)	an irrevocable authority in favour of the Collateral Agent to withdraw moneys from the Russian Obligor’s accounts as provided for in the Withdrawal Agreement; and










	 	(ii)	irrevocable instructions to the Russian Account Bank in form and substance satisfactory to the Russian Account Bank as may be required for: 


 

	 	(A)	transfers from one Russian Obligor’s account to another; 

  

	 	(B)	conversion from one currency to another currency of moneys standing to the credit of the Russian Obligor’s accounts; and 


 

	 	(C)	transfers of the funds from the Russian Obligor’s accounts to the Collateral Agent’s accounts, 


provided, however, that non-delivery of such payment instructions shall not prejudice the authority of the Russian Account Bank to
perform the relevant money transfer (if such transfer is permitted by applicable law) and shall not affect the validity of any such transfer. 
  

	 	7.	Trustee Makes No Representation. The Trustee makes no representation as to the validity or sufficiency of this Supplemental Indenture. 


 

	 	8.	Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent
the same agreement. 

  

	 	9.	Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction thereof. 








 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly
executed as of the date first above written. 
  

			
	GATES ENGINEERING & SERVICES LTD.
	GATES FLEXIMAK LTD.
		
	By:	 	 /s/ John Zimmerman

	Name: John Zimmerman
	Title: Authorized Person









 
			
	GATES CIS LLC, as New Guarantor
		
	By:	 	 /s/ Peter Verdonckt

	Name: Peter Verdonckt
	Title:
		
	By:	 	 /s/ Kiril Khaliavin

	Name: Kiril Khaliavin
	Title:	 	    Chief Accountant
		
		 	Seal









 
			
	EIFELER MASCHINENBAU GMBH,
	GATES HOLDING GMBH,
	GATES MECTROL GMBH,
	 TRIDON CLAMP PRODUCTS GMBH,
 TRION (DEUTSCHLAND) GMBH, each as New Guarantor

		
	By:	 	 /s/ John Zimmerman

		 	Name: John Zimmerman
		 	Title:   Authorized Person









 
			
	TOMKINS, LLC (f/k/a PINAFORE, LLC)
		
	By:	 	 /s/ John Zimmerman

	Name: John Zimmerman
	Title: Chief Financial Officer
	
	TOMKINS, INC. (f/k/a PINAFORE, INC.)
		
	By:	 	 /s/ John Zimmerman

	Name: John Zimmerman
	Title: Chief Financial Officer









 
			
	WILMINGTON TRUST FSB, AS TRUSTEE
		
	By:	 	 /s/ Joseph P. O’Donnell

	Name: Joseph P. O’Donnell
	Title: Vice President
	
	WILMINGTON TRUST FSB, AS COLLATERAL AGENT
		
	By:	 	 /s/ Joseph P. O’Donnell

	Name: Joseph P. O’Donnell
	Title: Vice President









 SCHEDULE I 

 

			
	 NEW GUARANTOR
	  	 JURISDICTION OF ORGANIZATION

	 GATES ENGINEERING & SERVICES LTD.
	  	BRITISH VIRGIN ISLANDS
	 GATES FLEXIMAK LTD.
	  	BRITISH VIRGIN ISLANDS
	 GATES CIS LLC
	  	RUSSIA
	 EIFELER MASCHINENBAU GMBH
	  	GERMANY
	 GATES HOLDING GMBH
	  	GERMANY
	 GATES MECTROL GMBH
	  	GERMANY
	 TRIDON CLAMP PRODUCTS GMBH
	  	GERMANY
	 TRION (DEUTSCHLAND) GMBH
	  	GERMANY