THIS SUPPLEMENTAL INDENTURE (this Supplemental Indenture), entered into as of January 28, 2019, among ENERGIZER HOLDINGS, INC., a Missouri corporation (the Issuer), ARMORED AUTOGROUP INC., a Delaware corporation, THE ARMOR ALL/STP PRODUCTS COMPANY, a Delaware corporation, STP PRODUCTS MANUFACTURING COMPANY, a Delaware corporation, and ARMORED AUTOGROUP SALES INC., a Delaware corporation (each an Undersigned) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the Trustee).
WHEREAS, Energizer Gamma Acquisition, Inc. (the Escrow Issuer) and the Trustee entered into an Indenture, dated as of July 6, 2018 (the Original Indenture), relating to the Escrow Issuers 6.375% Senior Notes due 2026 (the Notes);
WHEREAS, the Issuer and the Guarantors party thereto have heretofore executed and delivered to the Trustee the Supplemental Indenture to the Original Indenture dated as of January 2, 2019 (the Original Indenture, as supplemented by such Supplemental Indenture, the Indenture), whereby the Issuer agreed to assume all of the obligations of the Escrow Issuer under the Notes and the Original Indenture and the Guarantors agreed to be bound by the provisions of the Indenture applicable to the Guarantors;
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 Issuer 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