ENERGIZER GAMMA ACQUISITION, INC. as Escrow Issuer The Guarantors party hereto from time to time and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of July 6, 2018 6.375% Senior Notes due 2026Indenture • July 9th, 2018 • Energizer Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
INDENTURE, dated as of July 6, 2018, among ENERGIZER GAMMA ACQUISITION, INC., a Missouri corporation (the “Escrow Issuer”), the Guarantors party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (the “Trustee”).
Commitment LetterEnergizer Holdings, Inc. • July 9th, 2018 • Miscellaneous electrical machinery, equipment & supplies • New York
Reference is made to the escrow agreement (the “Escrow Agreement”), to be dated as of the date hereof, among Energizer Gamma Acquisition, Inc. (the “Escrow Issuer” or “you”), The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) and Barclays Bank PLC, New York branch, as escrow agent (the “Escrow Agent”), pursuant to which you will cause to be deposited into an account (the “Escrow Account”) with the Escrow Agent the net proceeds of the offering of the Escrow Issuer’s 6.375% Senior Notes due 2026 (the “USD Notes”). The USD Notes are being issued on the date hereof (the “Issue Date”) pursuant to an indenture (the “Indenture”), dated as of the date hereof, among the Escrow Issuer and the Trustee, as trustee, registrar and paying agent. It is a condition to the issuance of the USD Notes that this Commitment Letter be executed and delivered by us.
Commitment LetterEnergizer Holdings, Inc. • July 9th, 2018 • Miscellaneous electrical machinery, equipment & supplies • New York
Reference is made to the escrow agreement (the “Escrow Agreement”), to be dated as of the date hereof, among Energizer Gamma Acquisition B.V. (the “EUR Issuer” or “you”), The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) and Barclays Bank PLC, New York branch, as escrow agent (the “Escrow Agent”), pursuant to which you will cause to be deposited into an account (the “Escrow Account”) with the Escrow Agent the net proceeds of the offering of the EUR Issuer’s 4.625% Senior Notes due 2026 (the “EUR Notes”). The EUR Notes are being issued on the date hereof (the “Issue Date”) pursuant to an indenture (the “Indenture”), dated as of the date hereof, among the EUR Issuer and the Trustee, as trustee, registrar and paying agent. It is a condition to the issuance of the EUR Notes that this Commitment Letter be executed and delivered by us.
