Third Supplemental Indenture (this Supplemental Indenture), dated as of April 30, 2019, among JC Autobatterie Holding GmbH, Johnson Controls Recycling GmbH and Panther Germany GmbH (each a Guaranteeing Subsidiary and, collectively, the Guaranteeing Subsidiaries), each a limited liability company (Gesellschaft mit beschränkter Haftung, GmbH) organized under the laws of Germany and each a subsidiary of Panther BF Aggregator 2 LP, an Ontario limited partnership (the Issuer), and Citibank, N.A., a national banking association, as trustee (the Trustee).
W I T N E S S E T H
WHEREAS, the Issuer, Panther Finance Company, Inc. (the Co-Issuer), Clarios Power Solutions Holdings LP (f/k/a Panther BF Aggregator 1 LP) (Holdings) and the Subsidiary Guarantors have heretofore executed and delivered to the Trustee an Indenture (the Indenture), dated as of April 1, 2019, providing for the issuance of $1,950,000,000 aggregate principal amount of 8.500% Senior Notes due 2027 (the Notes);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiaries shall unconditionally guarantee all of the Issuers Obligations under the Notes and the Indenture on the terms and conditions set forth herein and under the Indenture (the Guarantee); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is 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 parties mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
(1) Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. As used herein, the following defined terms shall have the following meaning:
German Guarantor means a Guarantor organized under the laws of Germany or any applicable political subdivision thereof.
GmbH & Co. KG Guarantor means a German Guarantor incorporated as a limited liability partnership having a limited liability company as a general partner (GmbH & Co. KG).
GmbH Guarantor means a German Guarantor incorporated as a limited liability company (Gesellschaft mit beschränkter Haftung).