SECOND SUPPLEMENTAL INDENTURE (this Supplemental Indenture), dated as of June 30, 2020, between Energizer Holdings, Inc., a Missouri corporation (the Company) and The Bank of New York Mellon Company Trust, N.A., as Trustee (the Trustee).
WHEREAS, the Company, the Guarantors and the Trustee have heretofore entered into an Indenture, dated as of June 1, 2015 (the Base Indenture), providing for the issuance by the Company of its 5.500% Senior Notes due 2025 (the Notes), and a Supplemental Indenture to the Base Indenture dated as of January 28, 2019 (the First Supplemental Indenture and, together with the Base Indenture, the Indenture);
WHEREAS, pursuant to Section 9.02 of the Base Indenture, the Company and the Trustee may amend the Indenture and the Notes with the written consent of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding (the Requisite Consents);
WHEREAS, pursuant to the Offer to Purchase and Consent Solicitation Statement, dated June 17, 2020 (as amended or supplemented from time to time, the Statement), the Company is offering to purchase for cash any and all of its $600,000,000 in aggregate principal amount of the Notes (the Tender Offer) and is soliciting consents from Holders of the Notes (the Consent Solicitation) to amend the Base Indenture to eliminate substantially all of the restrictive covenants and certain events of default contained in the Base Indenture and to reduce the notice period required in connection with a redemption of the Notes (the Proposed Amendments);
WHEREAS, the Holders of at least a majority in aggregate principal amount of the Notes then outstanding have duly and validly consented to the Proposed Amendments set forth in this Supplemental Indenture in accordance with Section 9.02 of the Base Indenture;
WHEREAS, the Company, having received the Requisite Consents, desires to amend the Indenture and the Notes (the Amendment);
WHEREAS, the Company has heretofore delivered or is delivering contemporaneously herewith to the Trustee the Officers Certificate and the Opinion of Counsel described in Sections 9.06, 12.04 and 12.05 of the Indenture with respect to the Supplemental Indenture;
WHEREAS, pursuant to Sections 9.02 and 9.06 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture; and
WHEREAS, all conditions necessary to authorize the execution and delivery of this Supplemental Indenture and to make this Supplemental Indenture valid and binding have been complied with or have been done or performed.
NOW, THEREFORE, THIS SUPPLEMENTAL INDENTURE WITNESSETH:
It is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Notes, as follows:
AMENDMENTS TO THE INDENTURE AND THE NOTES
Section 1.1 Amendments to the Base Indenture.
Amendments to Sections 3.01 and 3.03 of the Base Indenture.