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, the Issuer, the Guarantors party thereto and the Trustee entered into an Indenture, dated as of June 1, 2015 (the Indenture), relating to the Issuers 5.500% Senior Notes due 2025 (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 that guarantees or becomes an obligor under the Issuers Credit Agreement following the Issue Date to provide Note Guarantees.
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.
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 any electronic signature complying with the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act or other applicable law, e.g., www.docusign.com, shall be effective as delivery of a manually executed counterpart hereof.
Section 5. This Supplemental Indenture is an amendment supplemental to the Indenture, and the Indenture and this Supplemental Indenture will henceforth be read together.