INDENTURE Dated as of May 4, 2023 Among CLARIOS INTERNATIONAL LP, as Holdings, and CLARIOS GLOBAL LP, as the Issuer, and CLARIOS US FINANCE COMPANY, INC., as the Co-Issuer, and CITIBANK, N.A., as Trustee, Paying Agent, Registrar, Transfer Agent and...Indenture • June 30th, 2023 • Clarios International Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States.
AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENTFirst Lien Credit Agreement • June 30th, 2023 • Clarios International Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENT, dated as of May 4, 2023 (this “Amendment”), is entered into among CLARIOS INTERNATIONAL LP, a limited partnership organized under the laws of the Province of Ontario (“Holdings”), acting by its general partner CLARIOS INTERNATIONAL GP LLC (the “Holdings General Partner”), CLARIOS GLOBAL LP, a limited partnership organized under the laws of the Province of Ontario (the “Aggregator Borrower”), acting by its general partner CLARIOS GLOBAL GP LLC (the “Aggregator Borrower General Partner”), CLARIOS US FINANCE COMPANY, INC., a corporation organized under the laws of the State of Delaware (the “Co-Borrower”), the other LOAN PARTIES party hereto, the LENDERS party hereto that are providing 2023 Term Loans (as defined below) (collectively, the “2023 Term Lenders”), the other LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).
FORM OF THIRD AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT between CLARIOS INTERNATIONAL, INC. AND THE PERSONS NAMED HEREIN Dated as of June 29, 2023Tax Receivable Agreement • June 30th, 2023 • Clarios International Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This THIRD AMENDED AND RESTATED TAX RECEIVABLE AGREEMENT (as amended from time to time, this “Agreement”), dated as of June 29, 2023, is hereby entered into by and among Clarios International, Inc., a Delaware corporation (including any successor corporation, the “Corporation”), each of the undersigned parties, and each of the other Persons from time to time that become a party hereto (each, excluding the Corporation, a “TRA Party” and together the “TRA Parties”).
REFINANCING AND INCREMENTAL AMENDMENT NO. 2 TO ABL CREDIT AGREEMENTAbl Credit Agreement • June 30th, 2023 • Clarios International Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
[The Borrowing requested herein complies with the conditions set forth in Sections 4.02(a) and (b), of the Credit Agreement to the extent applicable to such Borrowing.]5
