THIS SUPPLEMENTAL INDENTURE (this Supplemental Indenture), entered into as of January 2, 2019, among ENERGIZER GAMMA ACQUISITION B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (the Issuer), ENERGIZER HOLDINGS, INC., a Missouri corporation, ENERGIZER, LLC, a Delaware limited liability company, ENERGIZER MANUFACTURING, INC. a Delaware corporation, ENERGIZER BRANDS, LLC, a Delaware limited liability company, ENERGIZER INTERNATIONAL, INC., a Delaware corporation, ENERGIZER INVESTMENT COMPANY, Delaware corporation, ENERGIZER BRANDS II HOLDINGS, LLC, a Delaware limited liability company, ASSOCIATED PRODUCTS, LLC, a Delaware limited liability company, AMERICAN COVERS, LLC, a Utah limited liability company, CALIFORNIA SCENTS, LLC, a California limited liability company (each an Undersigned) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the Trustee).
WHEREAS, the Issuer, the Guarantors party thereto and the Trustee entered into an Indenture, dated as of July 6, 2018 (the Indenture), relating to the Issuers 4.625% Senior Notes due 2026 (the Notes);
WHEREAS, as a condition to the Trustee entering into the Indenture and the purchase of the Notes by the Holders, the Issuer agreed pursuant to the Indenture to cause any Domestic Restricted Subsidiary of the Company that is required to provide a guarantee or is a borrower under the New Credit Agreement to provide a Note Guaranty.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained and intending to be legally bound, the parties to this Supplemental Indenture hereby agree as follows:
Section 1. Capitalized terms used herein and not otherwise defined herein are used as defined in the Indenture.
Section 2. Each Undersigned, by its execution of this Supplemental Indenture, agrees to be a Guarantor under the Indenture and to be bound by the terms of the Indenture applicable to Guarantors, including, but not limited to, Article 10 thereof.
Section 3. This Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York, but without giving effect to applicable principles of conflicts of law to the extent that the application of the laws of another jurisdiction would be required thereby.
Section 4. This Supplemental Indenture may be signed in various counterparts which together will constitute one and the same instrument. Delivery of an executed signature page by facsimile or electronic transmission (e.g. pdf or tif), or