SECOND SUPPLEMENTAL INDENTURE (this Second Supplemental Indenture), dated as of June 2, 2022, among CHURCH & DWIGHT CO., INC., a Delaware corporation (the Company), having its principal office at 500 Charles Ewing Boulevard, Ewing, New Jersey 08628, and DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, as trustee (the Trustee).
WHEREAS, the Company executed and delivered to the Trustee an indenture, dated as of December 10, 2021 (the Base Indenture and, together with this Second Supplemental Indenture, the Indenture), providing for the issuance by the Company from time to time of its unsecured debentures, notes or other evidences of indebtedness (the Securities), to be issued in one or more series;
WHEREAS, Sections 2.01, 3.01 and 9.01 of the Base Indenture provide, among other things, that by means of a supplemental indenture, the Company and the Trustee may, without the consent of Holders, enter into indentures supplemental to the Base Indenture to create one or more series of Securities and establish the form and terms thereof;
WHEREAS, the Company intends by this Second Supplemental Indenture to create and provide for the issuance of a series of debt securities to be designated as the 5.000% Senior Notes due 2052 (the Notes); and
WHEREAS, all things necessary to make the Notes, when executed by the Company, authenticated by the Trustee, issued upon the terms and subject to the conditions set forth hereinafter and in the Base Indenture and delivered as provided in the Base Indenture against payment therefor, valid, binding and legal obligations of the Company according to their terms, and all actions required to be taken by the Company under the Base Indenture to make this Second Supplemental Indenture a valid, binding and legal agreement of the Company have been done.
NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:
DEFINITIONS AND INCORPORATION BY REFERENCE
Section 1.01 Definitions.
(a) All capitalized terms used herein and not otherwise defined below shall have the meanings ascribed thereto in the Base Indenture.