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As Of Filer Filing For·On·As Docs:Size Issuer Agent 8/20/14 Axalta Coating Systems Ltd. S-1 69:14M RR Donnelley/FA |
Document/Exhibit Description Pages Size
1: S-1 Registration Statement (General Form) HTML 2.71M
2: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 701K
Liquidation or Succession
3: EX-2.2 Plan of Acquisition, Reorganization, Arrangement, HTML 53K
Liquidation or Succession
4: EX-4.1 Instrument Defining the Rights of Security Holders HTML 708K
12: EX-4.10 Instrument Defining the Rights of Security Holders HTML 46K
13: EX-4.11 Instrument Defining the Rights of Security Holders HTML 740K
14: EX-4.13 Instrument Defining the Rights of Security Holders HTML 33K
15: EX-4.14 Instrument Defining the Rights of Security Holders HTML 43K
16: EX-4.15 Instrument Defining the Rights of Security Holders HTML 36K
17: EX-4.16 Instrument Defining the Rights of Security Holders HTML 55K
18: EX-4.17 Instrument Defining the Rights of Security Holders HTML 35K
19: EX-4.18 Instrument Defining the Rights of Security Holders HTML 35K
20: EX-4.19 Instrument Defining the Rights of Security Holders HTML 34K
21: EX-4.20 Instrument Defining the Rights of Security Holders HTML 47K
5: EX-4.3 Instrument Defining the Rights of Security Holders HTML 33K
6: EX-4.4 Instrument Defining the Rights of Security Holders HTML 43K
7: EX-4.5 Instrument Defining the Rights of Security Holders HTML 36K
8: EX-4.6 Instrument Defining the Rights of Security Holders HTML 55K
9: EX-4.7 Instrument Defining the Rights of Security Holders HTML 34K
10: EX-4.8 Instrument Defining the Rights of Security Holders HTML 34K
11: EX-4.9 Instrument Defining the Rights of Security Holders HTML 33K
22: EX-10.1 Material Contract HTML 1.00M
31: EX-10.10 Material Contract HTML 179K
32: EX-10.11 Material Contract HTML 55K
33: EX-10.12 Material Contract HTML 70K
34: EX-10.13 Material Contract HTML 76K
35: EX-10.14 Material Contract HTML 102K
36: EX-10.15 Material Contract HTML 138K
37: EX-10.16 Material Contract HTML 144K
38: EX-10.17 Material Contract HTML 70K
39: EX-10.18 Material Contract HTML 57K
40: EX-10.19 Material Contract HTML 71K
23: EX-10.2 Material Contract HTML 26K
41: EX-10.20 Material Contract HTML 125K
42: EX-10.21 Material Contract HTML 111K
43: EX-10.22 Material Contract HTML 109K
44: EX-10.23 Material Contract HTML 114K
45: EX-10.24 Material Contract HTML 114K
46: EX-10.25 Material Contract HTML 116K
47: EX-10.26 Material Contract HTML 122K
48: EX-10.27 Material Contract HTML 100K
49: EX-10.28 Material Contract HTML 101K
50: EX-10.29 Material Contract HTML 110K
24: EX-10.3 Material Contract HTML 78K
51: EX-10.30 Material Contract HTML 111K
52: EX-10.31 Material Contract HTML 121K
53: EX-10.32 Material Contract HTML 110K
54: EX-10.33 Material Contract HTML 111K
55: EX-10.34 Material Contract HTML 61K
56: EX-10.35 Material Contract HTML 60K
57: EX-10.36 Material Contract HTML 86K
58: EX-10.37 Material Contract HTML 87K
59: EX-10.38 Material Contract HTML 75K
60: EX-10.39 Material Contract HTML 167K
25: EX-10.4 Material Contract HTML 130K
61: EX-10.40 Material Contract HTML 160K
62: EX-10.41 Material Contract HTML 110K
63: EX-10.42 Material Contract HTML 104K
64: EX-10.43 Material Contract HTML 163K
65: EX-10.44 Material Contract HTML 155K
66: EX-10.45 Material Contract HTML 111K
67: EX-10.46 Material Contract HTML 105K
26: EX-10.5 Material Contract HTML 138K
27: EX-10.6 Material Contract HTML 31K
28: EX-10.7 Material Contract HTML 31K
29: EX-10.8 Material Contract HTML 95K
30: EX-10.9 Material Contract HTML 80K
68: EX-21.1 Subsidiaries of the Registrant HTML 22K
69: EX-23.2 Consent of Experts or Counsel HTML 18K
| EX-4.7 |
Exhibit 4.7
Execution Version
THIS FIFTH SUPPLEMENTAL INDENTURE, dated as of September 17, 2013 (this “Supplemental Indenture”), is by and among Axalta Coating Systems U.S. Holdings, Inc. (formerly U.S. Coatings Acquisition Inc.), a corporation incorporated under the laws of the State of Delaware (“U.S. Co-Issuer”), and Axalta Coating Systems Dutch Holding B B.V. (formerly Flash Dutch 2 B.V.), a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of the Netherlands with corporate seat in Amsterdam, The Netherlands (“Dutch Co-Issuer” and, together with U.S. Co-Issuer, the “Issuers”), the party identified as a New Guarantor on the signature pages hereto (the “New Guarantor”) and Wilmington Trust, National Association, as trustee (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Issuers, certain guarantors listed on the signature pages thereto and the Trustee are parties to an indenture dated as of February 1, 2013 (the “Indenture”), providing for the issuance of the Issuers’ 7.375% Senior Notes due 2021 (the “Notes”);
WHEREAS, Section 3.11 of the Indenture provides that under certain circumstances the New Guarantor shall execute and deliver to the Trustee a supplemental indenture pursuant to which the New Guarantor shall unconditionally guarantee all of the Issuers’ obligations under the Notes and the Indenture on the terms and conditions set forth herein; and
WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Issuers, the New Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders as follows:
1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. Agreements to Become Guarantors. (a) The New Guarantor hereby unconditionally guarantees the Issuers’ obligations for the due and punctual payment of the principal of, premium, if any, and interest on all the Notes and the performance and observance of each other obligation and covenant set forth in the Indenture to be performed or observed on the part of the Issuers, on the terms and subject to the conditions set forth in Article X of the Indenture and agrees to be bound by all other provisions of the Indenture and the Notes applicable to a Guarantor therein.
(b) The New Guarantor hereby expressly waives the benefits of Articles 366, 827, 835, 837 and 838 of the Brazilian law No. 10,406 of January 10, 2002. The enforceability of the Guarantee shall be limited by any applicable bankruptcy law, insolvency law, and any other similar laws relating to or affecting creditors’ rights generally from time to time in effect in Brazil. As a matter of Brazilian law, in case the obligations under the Indenture or the Notes are deemed to be invalid and unenforceable, any ancillary obligation, including the Guarantee, in connection therewith shall be regarded as invalid and unenforceable as well.
3. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby.
4. No Recourse Against Others. No manager, managing director, director, officer, employee, incorporator or holder of any Equity Interests in Dutch Co-Issuer, U.S. Co-Issuer, any Subsidiary or any direct or indirect parent of Dutch Co-Issuer, as such, shall have any liability for any obligations of the Issuers or the New Guarantor under the Notes, the Indenture, the Guarantees or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes, by accepting a Note, waives and releases all such liability. This waiver and release are part of the consideration for issuance of the Notes. This waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.
5. Notices. For purposes of Section 12.1 of the Indenture, the address for notices to the New Guarantor shall be:
Axalta Coating Systems U.S. Holdings, Inc.
Axalta Coating Systems Dutch Holding B B.V.
c/o The Carlyle Group
1001 Pennsylvania Avenue Northwest
Facsimile: (202) 347-1818
Tel: (202) 729-2626
Attention: Martin Sumner; Wesley Bieligk
6. Governing Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.
7. Counterparts. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together shall represent the same agreement. Delivery of an executed counterpart of a signature page to this Supplemental Indenture by telecopier, facsimile or other electronic transmission (i.e. a “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart thereof.
8. Effect of Headings. The section headings herein are for convenience only and shall not affect the construction hereof.
9. The Trustee. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the New Guarantor.
[remainder of page intentionally blank]
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first above written.
| AXALTA COATING SYSTEMS U.S. HOLDINGS, INC. | ||||
| By: | /s/ Robert W. Bryant | |||
| Name: | Robert W. Bryant | |||
| Title: | Treasurer | |||
| AXALTA COATING SYSTEMS DUTCH HOLDING B B.V. | ||||
| By: | /s/ Marco Besseling | |||
| Name: | Marco Besseling | |||
| Title: | Managing Director A | |||
| By: | ||||
| Name: | Annemiek van Leuven | |||
| Title: | Managing Director B | |||
[Signature Page to Dollar Notes Fifth Supplemental Indenture]
| AXALTA COATING SYSTEMS BRASIL LTDA., as a New Guarantor | ||||
| By: | ||||
| Name: | Luciano Ruggieri Salmeron | |||
| Title: | Officer | |||
| By: | ||||
| Name: | Luiz Alexandre Yoshida | |||
| Title: | Officer | |||
[Signature Page to Dollar Notes Fifth Supplemental Indenture]
| WILMINGTON TRUST, NATIONAL ASSOCIATION, | ||||
| as Trustee | ||||
| By: | ||||
| Name: | Joseph P O’Donnell | |||
| Title: | Vice President | |||
[Signature Page to Dollar Notes Fifth Supplemental Indenture]
| This ‘S-1’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 8/20/14 | None on these Dates | ||
| 9/17/13 | ||||
| 2/1/13 | ||||
| 1/10/02 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/15/24 Axalta Coating Systems Ltd. 10-K 12/31/23 135:16M 2/16/23 Axalta Coating Systems Ltd. 10-K 12/31/22 134:18M 2/18/22 Axalta Coating Systems Ltd. 10-K 12/31/21 136:18M 2/18/21 Axalta Coating Systems Ltd. 10-K 12/31/20 136:19M 11/04/14 SEC UPLOAD¶ 10/06/17 1:39K Axalta Coating Systems Ltd. 10/21/14 SEC UPLOAD¶ 10/06/17 1:136K Axalta Coating Systems Ltd. 10/09/14 SEC UPLOAD¶ 10/06/17 1:173K Axalta Coating Systems Ltd. 9/17/14 SEC UPLOAD¶ 10/06/17 1:209K Axalta Coating Systems Ltd. |