Exhibit 4.3


 


Execution Version


 


Supplemental Indenture No. 2


 


SUPPLEMENTAL INDENTURE,
(this “Supplemental Indenture”) dated as of December 5, 2017, by and among the parties that are signatories
hereto as Guarantors (each a “Guaranteeing Party” and collectively, the “Guaranteeing Parties”)
and Wilmington Trust, National Association, as Trustee under the Indenture referred to below.


 


W I T N E S S E T H:


 


WHEREAS, each of Diamond
(BC) B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) incorporated under
the laws of the Netherlands (the “Issuer”), and the Trustee have heretofore executed and delivered an indenture
dated as of August 8, 2017 (as amended, supplemented, waived or otherwise modified, the “Indenture”), providing
for the issuance of an aggregate principal amount of €450,000,000
of 5.625% Senior Notes due 2025 (the “Notes”) of the Issuer;


 


WHEREAS, the Indenture
provides that the Guaranteeing Parties shall execute and deliver to the Trustee a supplemental indenture pursuant to which the
Guaranteeing Parties shall unconditionally guarantee all of the Issuer’s Obligations under the Notes and the Indenture on
the terms and conditions set forth herein and under the Indenture (the “Note Guarantee”), each on the terms
and conditions set forth herein; and


 


WHEREAS, pursuant to
Section 9.1 of the Indenture, any Guarantor and the Trustee are authorized to execute and deliver this Supplemental
Indenture to amend or supplement the Indenture, without the consent of any Holder;


 


NOW, THEREFORE, in
consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the
Guaranteeing Parties and the Trustee mutually covenant and agree for the benefit of the Trustee and the Holders of the Notes as
follows:


 


ARTICLE I


 


DEFINITIONS


 


SECTION 1.1       Defined
Terms. As used in this Supplemental Indenture, terms defined in the Indenture or in the preamble or recitals hereto are used
herein as therein defined. The words “herein,” “hereof’ and “hereby” and other words of similar
import used in this Supplemental Indenture refer to this Supplemental Indenture as a whole and not to any particular section hereof.


 


ARTICLE II


 


AGREEMENT TO BE BOUND; GUARANTEE


 


SECTION 2.1       Agreement
to be Bound. Each of the Guaranteeing Parties hereby becomes a party to the Indenture as a Guarantor and as such will have
all of the rights and be subject to all of the obligations and agreements of a Guarantor under the Indenture.


 


SECTION 2.2       Guarantee.
Each of the Guaranteeing Parties agrees, on a joint and several basis with all the existing Guarantors, to fully, unconditionally
and irrevocably Guarantee to each Holder and the Trustee the Guaranteed Obligations pursuant to Article X of the Indenture
on a senior basis, subject to the limitations set out in Article X of the Indenture and in Article II of this
Supplemental Indenture.


 






     


     


    

 


SECTION 2.3       Limitation
on Guarantee by Austrian Guarantors. Notwithstanding anything set out to the contrary in the Indenture or in any other document
creating or purporting to create Guaranteed Obligations, any and all obligations (Verpflichtungen) and liabilities (Haftungen)
of a Guarantor that is incorporated in the Republic of Austria (each an “Austrian Guarantor”) under the Indenture
or under any other document creating or purporting to create Guaranteed Obligations, shall at all times be limited so that at
no time the assumption of an obligation and/or liability under the Indenture or any other document creating or purporting to create
Guaranteed Obligations would violate or contradict mandatory Austrian capital maintenance rules (Kapital-erhaltungsvorschriften)
pursuant to Austrian company law, in particular sections 82 et seq. of the Austrian Act on Limited Liability Companies (Gesetz
 über Gesellschaften mit beschränkter Haftung) and/or sections 52 and 65 et seq. of the Austrian Stock Corporation
Act (Aktiengesetz) (including, for the avoidance of doubt and without limitation, section 66a of the Austrian Stock Corporation
Act to the extent being directly or analogously applied (as the case may be)) (collectively hereinafter referred to as the “Austrian
Capital Maintenance Rules”). Should any obligation and/or liability of an Austrian Guarantor under the Indenture or
under any other any other document creating or purporting to create Guaranteed Obligations violate or contradict Austrian Capital
Maintenance Rules and therefore be held invalid or unenforceable in whole or in part or to the extent the creation, assumption
or enforcement of such obligations (Verpflichtungen) or liabilities (Haftungen) would result in any managing director
of the relevant Austrian Guarantor breaching its fiduciary duties and/or exposing it to civil or personal liability and/or criminal
responsibility, such obligation and/or liability shall be deemed to be replaced by an obligation and/or liability of a similar
nature which is in compliance with Austrian Capital Maintenance Rules (and payment obligations shall be limited to the maximum
amount permitted to be paid in accordance with Austrian Capital Maintenance Rules) and which provides the best possible security
interest (within the limits of Austrian Capital Maintenance Rules) admissible in accordance with the Austrian Capital Maintenance
Rules in favor of the Trustee and each of the Holders. By way of example, should it be held that the Guarantee by an Austrian
Guarantor created under the Indenture or under any other document creating or purporting to create Guaranteed Obligations is contradicting
Austrian Capital Maintenance Rules in relation to any amount of the obligations guaranteed by it, the amount guaranteed by
that Austrian Guarantor shall be reduced to such an amount of the Guaranteed Obligations which is permitted pursuant to Austrian
Capital Maintenance Rules for that Austrian Guarantor. Such limitation may have the effect of reducing the amount of the
obligations (Haftungen) and liabilities (Verpflichtungen) to zero.


 


For the purposes of Austrian laws, notwithstanding
any other provision of the Indenture or of any other document creating or purporting to create Guaranteed Obligations, the Guarantee
pursuant to the Indenture, or any other document creating or purporting to create Guaranteed Obligations is meant to be and shall
be interpreted as an abstract Guarantee (abstrakter Garantievertrag) and not as surety (Bürgschaft) or as an
obligation as joint debtor (Mitschuldner) and each Austrian Guarantor undertakes to pay the amounts due under or pursuant
to this Guarantee unconditionally, irrevocably, upon first demand and without raising any defences (unbedingt, unwiderruflich,
 über erste Aufforderung und unter Verzicht auf alle Einwendungen).


 


SECTION 2.4       Limitation
on Guarantee by Belgian Guarantors. Notwithstanding anything to the contrary in the Indenture, or in any other document creating
or purporting to create Guaranteed Obligations, any guarantee granted by a Guarantor with its main establishment (voornaamste
vestiging / établissement principal) in Belgium (a “Belgian Guarantor”) shall not include any liability
which, if incurred, would constitute unlawful financial assistance, as determined under article 329 or 629, as the case may be,
of the Belgian Companies Code and the total maximum guarantee liabilities of a Belgian Guarantor in relation to the Guaranteed
Obligations shall be limited, at any time, to a maximum aggregate amount equal to the highest of:


 


		(a)	an amount equal to 85% of such Belgian Guarantor’s net assets (netto actief / actif net)
(as determined in accordance with Article 617 or Article 320, as the case may be, of the Belgian Companies Code and the
Belgian accounting laws, but not taking intra-group debts into account as debts) as shown by its most recent audited annual financial
statements on the date on which the relevant demand is made on one or more guarantees granted by the Belgian Guarantor under the
Indenture:



 


		(b)	an amount equal to 85% of such Belgian Guarantor’s net assets (netto actief / actif net)
(as determined in accordance with Article 617 or Article 320, as the case may be, of the Belgian Companies Code and the
Belgian accounting laws, but not taking intra-group debts into account as debts) as shown by its most recent audited annual financial
statements on the date of this Supplemental Indenture; and



 






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		(c)	the aggregate amount made available on the date on which the relevant demand is made of: without
double counting (i) the amounts made available directly or indirectly to such Belgian Guarantor and its subsidiaries (without
double counting) from the proceeds of the Notes, and (ii) the aggregate amount of any intragroup
loans or facilities made to such Belgian Guarantor and its subsidiaries by any group company directly and/or indirectly using all
or part of the proceeds of the Notes (whether or not such intragroup loan is retained by the Belgian Guarantor for its own purposes
or on-lent to a subsidiary of such Belgian Guarantor).



 


SECTION 2.5        Limitation
on Guarantee by Danish Guarantors


 


(1)           Notwithstanding
any provision to the contrary in the Indenture or any other Credit Agreement, the guarantee, indemnity and other obligations (as
well as any security created in relation thereto) of any Guarantor incorporated in Denmark (each a “Danish Guarantor”)
(and its subsidiaries) expressed to be assumed in the Indenture or any other Credit Agreement,


 


a.             shall
be deemed not to be assumed (and any security created in relation thereto shall be limited) to the extent that the same would constitute
unlawful financial assistance, including (without limitation) within the meaning of Sections 206 and 210 of the Danish Companies
Act (Consolidated Act No. 1089 of 14 September 2015)); and


 


		b.	shall further be limited to an amount equivalent to the higher of:



 


		i.	the equity (egenkapital) of such Danish Guarantor calculated in accordance with applicable
generally accepted accounting principles at the relevant time (the “Danish Equity”) at the time(s) (A) the
Danish Guarantor is requested to make a payment under Article X of the Indenture, or (B) of enforcement of security
granted by such Danish Guarantor (as applicable); and



 


		ii.	the Danish Equity at the date of this Guarantee,



 


provided that these limitations
in paragraph (b) shall only apply to obligations and liabilities of such Danish Guarantor which exceed the sum of (A) the
advances under the Indenture or the Credit Agreement received by such Danish Guarantor (and its subsidiaries) either directly in
its capacity as borrower under the Credit Agreement or indirectly as intra-group borrower, and (B) interest and other costs
and fees which are to be borne by such Danish Guarantor (and its Subsidiaries) in its capacity as borrower under the Credit Agreement
or in its capacity as intra-group borrowers.


 


(2)           The
limitations set out in this Section 2.3(C) shall apply to such Danish Guarantor’s aggregate obligations and liabilities
under any security, guarantee, indemnity, collateral, subordination of rights and claims, subordination or turnover of rights of
recourse, application of procedes and any other means of direct or indirect financial assistance pursuant to the Indenture or any
other Credit Agreement.


 


SECTION 2.6       Limitation
on Guarantee by English Guarantors. To the extent that the Guarantee created under this Supplemental Indenture or any other
liability or payment obligation under this Supplemental Indenture is granted or incurred by a Guarantor incorporated or registered
in England & Wales (an “English Guarantor”), the Guarantee of such English Guarantor shall not apply
to any liability to the extent that it would result in such Guarantee constituting unlawful financial assistance within the meaning
of sections 678 or 679 of the Companies Act 2006.


 


SECTION 2.7       Limitation
on Guarantee by French Guarantors. Notwithstanding any provision to the contrary herein or under any other Notes Document:


 


The obligations and
liabilities of any Guarantor incorporated in France (a “French Guarantor”) under this Supplemental Indenture,
the Indenture, the Notes and any other Notes Document shall not include any obligation which if incurred would constitute the provisions
of financial assistance within the meaning of article L. 225-216 of the French Commercial Code.


 






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The obligations and
liabilities of each French Guarantor under this Supplemental Indenture, the Indenture, the Notes and any other Notes Document for
the obligations of any other party which is not a direct or indirect subsidiary of such French Guarantor (the “Guaranteed
Obligor”) shall be limited, at any time to an amount equal to the aggregate of all amounts made available under the Indenture,
the Notes and any other Notes Document to the extent directly or indirectly made available to the French Guarantor under intercompany
loan arrangements, it being specified that any payment made by such French Guarantor shall reduce pro tanto the outstanding amount
of the intercompany loans due by such French Guarantor or its Subsidiaries under the intercompany loan arrangements referred to
above.


 


The obligations and
liabilities of each French Guarantor under this Supplemental Indenture, the Indenture, the Notes and any other Notes Document for
the obligations of any other party which is its direct or indirect subsidiary will not be limited pursuant to its guarantee obligations
hereunder and will therefore include all amounts due by that party unless otherwise expressly set out in this Supplemental Indenture.


 


The obligations and
liabilities of each French Guarantor under this Supplemental Indenture, the Indenture, the Notes and any other Note Document shall
not include any obligation or liability in relation to any payment due by reason of a tax imposed by France, solely because a payment
is made to an account opened in the name of or for the benefit of a party in a financial institution situated in a non-cooperative
jurisdiction (Etat ou territoire non coopératif) as set out in the list referred to in Article 238-0 A of the
French tax code (Code Général des Impôts), as such list may be amended from time to time.


 


SECTION 2.8       Limitation
on Guarantee by German Guarantors.


 


(a)       The
restrictions in this Section 2.8 shall apply to any guarantee, indemnity, liability and other payment obligations under this
Guarantee or any other provision in the Indenture of a Guarantor incorporated under the laws of Germany as a limited liability
company (GmbH) (a “German GmbH Guarantor”) to secure liabilities of its current or any future direct or indirect
shareholder(s) (upstream) or a Subsidiary of such shareholder (but excluding any direct or indirect Subsidiary of such German
GmbH Guarantor) (cross-stream) (a “Relevant Guarantee”).


 


		(b)	The restrictions in this Section 2.8 shall not apply with respect to a Capital Impairment
(as defined below):



 


(1)       
   to the extent the German GmbH Guarantor secures any indebtedness under the Indenture the proceeds of which are (directly or
indirectly) on-lent or otherwise passed on to the relevant German GmbH Guarantor or its Subsidiaries, to the extent that any
such on-lending or otherwise passing on is still outstanding at the time of the enforcement of the Relevant Guarantee; for
the avoidance of doubt, nothing in this paragraph shall have the effect that such on-lent amounts may be enforced multiple
times (no double dip);


 


(2)           if
at the time of enforcement of the Relevant Guarantee, a domination and/or profit and loss pooling agreement (Beherrschungs-
und/oder Gewinnabführungsvertrag) as per Section 291 of the German Stock Corporation Act (Aktiengesetz, AktG)
(either directly or indirectly through an unbroken chain of domination and/or profit transfer agreements) exists between the relevant
German GmbH Guarantor as a dominated company, and:


 


		(i)	if that German GmbH Guarantor is a Subsidiary of the Issuer, the Issuer; or



 


		(ii)	if the German GmbH Guarantor and the Issuer are both Subsidiaries of a joint (direct or indirect)
parent company and such parent company as dominating entity (beherrschendes Unternehmen),



 


in each case to the extent the existence
of such domination and/or profit and loss pooling agreement (Beherrschungs- und/oder Gewinnabführungsvertrag) leads
to the full inapplicability of Section 30 paragraph 1 sentence 1 of the German Limited Liabilities Company Act (GmbHG);


 






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(3)           to
the extent any payment under the Relevant Guarantee demanded from the relevant German GmbH Guarantor is covered (gedeckt)
by a fully valuable and recoverable consideration or recourse claim (vollwertiger Gegenleistungs- oder Rückgewähranspruch)
of the German GmbH Guarantor against the Issuer; or


 


(4)           if
the relevant German GmbH Guarantor has not complied with its obligations pursuant to paragraphs (d) and (e) below. However,
if and to the extent that the Relevant Guarantee has been enforced without regard to the restrictions contained in this Section 2.8
because the Management Notification and/or the Auditor’s Determination (both as defined below) has not (or not in a timely
manner) been delivered pursuant to paragraphs (d) or(e) below, but the Auditor’s Determination has then been delivered
within four months from its due date in accordance with paragraph (e) below, the Holders shall upon demand of the German GmbH
Guarantor to the Trustee repay any amount received from the German GmbH Guarantor which pursuant to the Auditor’s Determination
would not have been available for enforcement, if the Auditor’s Determination had been delivered in a timely manner.


 


(c)           The
parties to a Relevant Guarantee agree that if and to the extent payment under the Relevant Guarantee would cause (i) the amount
of a German GmbH Guarantor’s Net Assets, as calculated and defined pursuant to paragraph (g) below, to fall below the
amount required to maintain its registered share capital (Stammkapital) or increase an existing shortage (Vertiefung
einer Unterbilanz) of its registered share capital (Stammkapital) and thereby violating Sections 30, 31 of the German
Limited Liabilities Company Act (GmbHG) (such event, a “Capital Impairment), or (ii) a German GmbH Guarantor
to be deprived of the liquidity necessary to fulfil its liabilities towards its creditors in the sense of Section 64 sentence
3 of the German Limited Liabilities Company Act (GmbHG) (such event, a “Liquidity Impairment”) then the Holders
of the Notes and the Trustee shall not enforce and the German GmbH Guarantor shall, subject to paragraphs (d) and (e) below,
have a defence (Einrede) against any claim under the Relevant Guarantee if and to the extent such Capital Impairment or
Liquidity Impairment would occur.


 


(d)           If
the relevant German GmbH Guarantor does not notify the Trustee (the “Management Notification”) within fifteen (15)
Business Days after the making of a demand against that German GmbH Guarantor under the Relevant Guarantee:


 


		(1)	to what extent such Relevant Guarantee is an upstream or cross-stream guarantee or



 


indemnity; and


 


(2)      
     to what extent a Capital Impairment or Liquidity Impairment would occur as a result of an enforcement of the Relevant
Guarantee (setting out in reasonable detail the amount of its Net Assets or to which extent the liquidity would be deprived,
providing an up-to-date pro forma balance sheet or liquidity statement),


 


then the restrictions set out in this Section 2.8 shall
cease to apply until a Management Notification has been provided.


 


(e)           If
the Trustee (acting on the instructions of the majority of the Holders of the Notes) disagrees with the Management Notification,
it may within twenty (20) Business Days of its receipt, request the relevant German GmbH Guarantor to provide to the Trustee within
forty-five (45) Business Days of receipt of such request a determination by its auditors or any other auditors of international
standard and reputation (the “Auditor’s Determination”) appointed by the German GmbH Guarantor (at its own cost
and expense) setting out in reasonable detail the amount in which the payment under the Relevant Guarantee would cause a Capital
Impairment or Liquidity Impairment, subject to the terms set out under this Section 2.8. Save for manifest errors, the Auditor’s
Determination shall be binding on all parties.


 






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(f)            If,
after it has been provided with an Auditor’s Determination which prevented the Holders of the Notes from demanding any
or only partial payment under the Relevant Guarantee, the Trustee ascertains in good faith that the financial conditions of
the German GmbH Guarantor as set out in the Auditor’s Determination has substantially improved, the Trustee may (acting
reasonably), at the German GmbH Guarantor’s cost and expense, arrange for the preparation of an updated balance sheet
of the German GmbH Guarantor by applying the same principles that were used for the preparation of the Auditor’s
Determination by the auditors who prepared the Auditor’s Determination in order for such auditors to determine whether
(and, if so, to what extent) the Capital Impairment and Liquidity Impairment has been cured as result of the improvement of
the financial condition of the German GmbH Guarantor. The Trustee may not arrange for the preparation of an Auditor’s
Determination prior to the expiry of three months from the date of the issuance of the preceding Auditor’s
Determination. The Trustee may only demand payment under the Relevant Guarantee to the extent the auditors determine that the
Capital Impairment and Liquidity Impairment have been cured.


 


(g)          The
net assets (Reinvermögen) of the German GmbH Guarantor (the “Net Assets”) shall be calculated in
accordance with Section 42 of the German Limited Liabilities Company Act (GmbHG), Sections 242, 264 of the German
Commercial Code (Handelsgesetzbuch, HGB) and the generally accepted accounting principles applicable from time to time
in Germany (Grundsätze ordnungsgemäßer Buchführung) and for the purposes of calculating the Net
Assets, the following balance sheet items shall be adjusted as follows:


 


(1)       the
amount of non-distributable assets according to Section 253 subsection 6 of the German Commercial Code (Handelsgesetzbuch)
shall not be included in the calculation of Net Assets;


 


(2)       the
amount of non-distributable assets according to Section 268 subsection 8 of the German Commercial Code (Handelsgesetzbuch)
shall not be included in the calculation of Net Assets; and


 


(3)       the
amount of non-distributable assets according to Section 272 subsection 5 of the German Commercial Code (Handelsgesetzbuch)
shall not be included in the calculation of Net Assets.


 


(h)          Where
a German GmbH Guarantor claims in accordance with the provisions of this Section 2.8 that the Relevant Guarantee can only
be enforced in a limited amount, it shall (A) realise, to the extent lawful and within reasonable opinion commercially justifiable,
any and all of its assets that are shown in the balance sheet with a book value (Buchwert) that is significantly lower than
the market value of the assets and are not necessary (betriebsnotwendig) for the relevant German GmbH Guarantor’s
business and (B) use best efforts to realise, to the extent legally permitted in a situation where it does not have sufficient
liquidity to fulfil its liabilities to its creditors, any and all of its assets if the relevant asset is not necessary for the
German GmbH Guarantor’s business (nicht betriebsnotwendig).


 


(i)           Nothing
in this Section 2.8 shall constitute a waiver (Verzicht) of any right granted under a Relevant Guarantee.


 


(j)           Nothing
in this Section 2.8 shall prevent the Trustee or a German GmbH Guarantor from claiming in court that the provision of a Relevant
Guarantee and/or making payments under a Relevant Guarantee by the relevant German GmbH Guarantor does or does not fall within
the scope of Sections 30, 31 and/or 64 sentence 3 of the GmbHG and/or Section 826 German Civil Code (Bürgerliches
Gesetzbuch).


 


(k)          In
addition to the restrictions set out in this Section 2.8, if a German GmbH Guarantor demonstrates that, according to the decisions
of the German Federal Supreme Court (Bundesgerichtshof) or a higher regional court of appeals (Oberlandesgericht),
the enforcement of any upstream or cross-stream guarantee or security interest against such German GmbH Guarantor would result
in personal liability of its managing director(s) (Geschäftsführer) for a reimbursement of payments made
under the Relevant Guarantee (including, without limitation, pursuant to Section 826 of the German Civil Code (Bürgerliches
Gesetzbuch)), the German GmbH Guarantor shall have a defence (Einrede) against the Relevant Guarantee to the extent
required in order not to incur such liability.


 


(l)            The
provisions of this Section 2.8 shall apply to a limited partnership with a limited liability company (GmbH) as its
general partner (GmbH & Co. KG) and to a partnership with one or more limited liability companies (GmbH) as a
partner (GmbH & Co. OHG or OHG (offene Handelsgesellschaft)) mutatis mutandis and all
references to Capital Impairment, Liquidity Impairment and Net Assets shall be construed as a reference to the Capital
Impairment Liquidity Impairment and Net Assets of the general partner (Komplementär in case of a GmbH & Co.
KG) or of any partner that is a limited liability company (GmbH) (in case of a GmbH & Co. OHG or OHG)
of the relevant limited partnership or partnership (as applicable).


 






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(m)          For
the purposes of this Section 2.8, a reference to a “German GmbH Guarantor” includes any limited liability company
incorporated (or limited partnership with a limited liability company as its general partner) or a partnership with one or more
limited liability companies as a partner in a jurisdiction other than Germany whose centre of main interest (as that term is used
in Article 3(1) of The Council of the European Union Regulation No. 2015/848 on Insolvency Proceedings) is in Germany.


 


(n)           The
parties are aware that - due to recent developments - it is currently discussed which point in time is relevant when determining
whether a managing director has complied with the capital maintenance provisions. It is and has been the intention and agreement
of the parties to protect management from personal liability in accordance with the principles set out in the limitation language
set out in this Guarantee. In order to reflect, apply and to continue this principle, the parties agree to amend and clarity the
limitation language as may be required to ensure that management benefits from the limitation language as initially intended (despite
any current or future changes in law or legislation). Therefore, the parties agree that the Net Assets which are available for
enforcement shall be calculated as of such date, as determined from time to time to be relevant to ensure that the liability of
management is mitigated as envisaged pursuant to the limitation language.


 


(o)          Notwithstanding
anything to the contrary in this Supplemental Indenture, this Section 2.8 and any rights and/or obligations arising out of
it shall be governed by, and construed in accordance with, German law.


 


SECTION 2.9       
Limitation on Guarantee by Hong Kong Guarantors. Notwithstanding any other provisions to the contrary in this Supplemental
Indenture and/or the Indenture, this Supplemental Indenture does not impose on the Hong Kong Guarantors any obligation or liability
of the Guaranteeing Parties to the extent that it would result in such obligation or liability constituting unlawful financial
assistance within the meaning of section 274 of the Companies Ordinance (Cap. 622 of the Laws of Hong Kong) or any equivalent
and applicable provisions under the laws of Hong Kong.


 


SECTION 2.10       [Reserved].


 


SECTION 2.11       Limitation
on Guarantee by Polish Guarantors. The obligations and liabilities of any Guaranteeing Party incorporated in Poland (a “Polish
Guarantor”) under the Indenture shall, in all circumstances, not include any liability to the extent it would result
in its insolvency in the meaning of article 11 section 2 of the Polish Bankruptcy Law of 28 February 2003 (Journal of Laws
of 2015, item 233, as amended) (the “Polish Bankruptcy Law”) and shall be subject to all limitations set out
in article 11 section 2-5 of the Polish Bankruptcy Law. The limitations stipulated in this Section 2.11 will not apply, if
at least one of the following circumstances occurs:


 


		(a)	obligations under the Indenture are declared immediately due and payable under Section 6.2
of the Indenture, irrespective of whether it occurred before or after the Polish Guarantor became insolvent within the meaning
of article 11 section 2 of the Polish Bankruptcy Law; or



 


		(b)	liabilities of the Polish Guarantor (other than those under the Indenture) result in its insolvency
within the meaning of article 11 section 2 of the Polish Bankruptcy Law.



 


In addition, the obligations
and liabilities of any Polish Guarantor incorporated as a limited liability company
(spółka z ograniczoną odpowiedzialnością) under the Indenture shall be limited to the extent required
to ensure that any payment under the Indenture does not result in a breach of article 189 of the Polish Commercial Companies
Code (Journal of Laws of 2013, item 1030, as amended).


 


SECTION 2.12       Limitation
on Guarantee by Spanish Guarantors. In addition to the limitations included in the Indenture, any and all obligations and
liabilities of (i) a Guaranteeing Party that is incorporated in Spain (a “Spanish Guarantor”) and/or (ii) any
Guaranteeing Party being a direct or indirect Subsidiary of a Spanish Guarantor under the Indenture shall not include any obligations
and/or liabilities which, if incurred, would constitute unlawful financial assistance, as determined under any applicable laws.


 






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SECTION 2.13       Limitation
on Guarantee by Swedish Guarantors. The obligations of Diversey Sverige AB (registered under number 556615-2525), being a
Guaranteeing Party incorporated in Sweden (the “Swedish Guaranteeing Party”) under this Supplemental Indenture
or any other Notes Document shall be limited if and as required by the provisions of the Swedish Companies Act (Sw. aktiebolagslagen
(2005:551)) regulating unlawful distribution of assets and transfers of value (Chapter 17, sections 1-4 of the Swedish Companies
Act (or their equivalents from time to time)), and it is understood that the liability of the Swedish Guaranteeing Party under
this Supplemental Indenture or any other Notes Document (including, for the avoidance of doubt, any extension of this Supplemental
Indenture or any other Notes Document) only applies (and is only valid) to the extent permitted by the foregoing provisions of
the Swedish Companies Act. The limitations set forth in this paragraph shall also apply, mutatis mutandis, to any Lien
created by the Swedish Guaranteeing Party under any Notes Document and to any guarantee, undertaking, indemnity or any similar
obligation pursuant to or permitted by the Notes Documents and made by the Swedish Guaranteeing Party.


 


SECTION 2.14       Limitation
on Guarantee by Swiss Guarantors. Notwithstanding anything to the contrary in the Indenture and this Supplemental Indenture,
the obligations of any Guarantor organized or incorporated under the laws of Switzerland (each a “Swiss Guarantor”)
and the rights of the Trustee and each holder under the Indenture and this Supplemental Indenture are subject to the following
limitations:


 


		(a)	If and to the extent a guarantee or security granted, indemnity or other obligation assumed by
a Swiss Guarantor under the Indenture or this Supplemental Indenture guarantees or secures obligations of any of its (direct
or indirect) parent companies (upstream guarantee) or sister companies (cross-stream guarantee) (the “Upstream or Cross-Stream
Secured Obligations”) and if and to the extent using the proceeds from the enforcement of such guarantee, security, indemnity
or other obligation to discharge the Upstream or Cross-Stream Secured Obligations would be unlawful under Swiss corporate law (inter
alia, prohibiting capital repayments or violation of the legally protected reserves (gesetzlich geschützte Reserven))
at such time, the proceeds from the enforcement of such guarantee, security, indemnity or other obligation to be used to discharge
the Upstream or Cross-Stream Secured Obligations shall be limited to the maximum amount of such Swiss Guarantor’s freely
disposable shareholder equity at the time of enforcement (the “Maximum Amount”): provided that such limitation
is required under the applicable Swiss corporate law at that time; provided, further, that such limitation shall
not free that Swiss Guarantor from its obligations in excess of the Maximum Amount, but merely postpone the performance date of
those obligations until such time or times as performance is again permitted under then applicable Swiss corporate law. This Maximum
Amount of freely disposable shareholder equity shall be determined in accordance with Swiss law and applicable Swiss accounting
principles.



 


		(b)	In respect of Upstream or Cross-Stream Secured Obligations, each Swiss Guarantor shall, as concerns
the proceeds resulting from the enforcement of any guarantee or security granted or indemnity or other obligation assumed by such
Swiss Guarantor under the Indenture and this Supplemental Indenture, if and to the extent required by applicable law in force at
the relevant time:



 


		(i)	procure that such enforcement proceeds can be used to discharge Upstream or Cross-Stream Secured
Obligations without deduction of the tax imposed based on the Swiss Federal Act on Withholding Tax of 13 October 1965 (Bundesgesetz
 über die Verrechnungssteuer), as amended (the “Swiss Withholding Tax”) by discharging the liability
to such tax by notification pursuant to applicable law (including double tax treaties) rather than payment of the tax;



 


		(ii)	if the notification procedure pursuant to sub-paragraph (i) above does not apply, deduct the
Swiss Withholding Tax at such rate (currently 35% at the date of this Supplemental Indenture) as is in force from time to time
from any such enforcement proceeds used to discharge Upstream or Cross-Stream Secured Obligations,
and pay, without delay, any such taxes deducted to the Swiss Federal Tax Administration;



 






    8 


     


    

 


		(iii)	notify the Trustee that such notification or, as the case may be, deduction has been made, and
provide the Trustee with evidence that such a notification of the Swiss Federal Tax Administration has been made or, as the case
may be, such taxes deducted have been paid to the Swiss Federal Tax Administration; and



 


		(iv)	in the case of a deduction of Swiss Withholding Tax,



 


		(A)	use its best efforts to ensure that any person, which is entitled to a full or partial refund of
the Swiss Withholding Tax deducted from such enforcement proceeds, will, as soon as possible after such deduction request a refund
of the Swiss Withholding Tax under applicable law (including tax treaties), and pay to the Trustee upon receipt any amount so refunded;
and



 


		(B)	if the Trustee or any holder is entitled to a full or partial refund of the Swiss Withholding Tax
deducted from such payment, and if requested by the Trustee or any such holder, shall provide to the Trustee or any such holder
those documents that are required by law and applicable tax treaties to be provided by the payer of such tax to prepare a claim
for refund of Swiss Withholding Tax.



 


		(c)	If a Swiss Guarantor is obliged to withhold Swiss Withholding Tax in accordance with
                                                               paragraph (b) above, the Trustee and
each holder shall be entitled to further enforce the guarantee or security granted or indemnity or other obligation assumed by
such Swiss Guarantor under the Indenture and this Supplemental Indenture and/or further apply proceeds therefrom against Upstream
or Cross-Stream Secured Obligations up to an amount which is equal to that amount which would have been obtained if no withholding
of Swiss Withholding Tax were required, whereby such further enforcements/applications of proceeds shall always be limited to the
Maximum Amount.









 


		(d)	If and to the extent requested by the Trustee or if and to the extent required under Swiss mandatory
law applicable at the relevant time, in order to allow the Trustee and each holder to obtain a maximum benefit under the guarantee
or security granted or indemnity or other obligation assumed by such Swiss Guarantor, such Swiss Guarantor shall, and any parent
company of such Swiss Guarantor being a party to the Indenture or this Supplemental Indenture shall procure that such Swiss Guarantor
will, promptly take and promptly cause to be taken any action, including the following:



 


		(i)	the passing of any shareholders’ resolutions to approve the use of the enforcement proceeds,
which may be required as a matter of Swiss mandatory law in force at the time of the enforcement of the Upstream or Cross-Stream
Secured Obligations in order to allow a prompt use of the enforcement proceeds;



 


		(ii)	preparation of up-to-date audited balance sheet of that Swiss Guarantor;



 


		(iii)	obtaining a statement of the auditors of that Swiss Guarantor confirming the Maximum Amount;



 


		(iv)	conversion of restricted reserves into profits and reserves freely available for the distribution
as dividends (to the extent permitted by mandatory Swiss law);



 


		(v)	revaluation of hidden reserves (to the extent permitted by mandatory Swiss law);



 


		(vi)	to the extent permitted by applicable law and Swiss accounting standards, write-up or realize any
of its assets that are shown in its balance sheet with a book value that is significantly lower than the
market value of the assets, in case of realization, however, only if such assets are not necessary for that respective Swiss Guarantor’s
business (nicht betriebsnotwendig); and



 






    9 


     


    

 


		(vii)	all such other measures necessary or useful to allow the Trustee and each holder to use enforcement
proceeds as agreed hereunder with a minimum of limitations.



 


ARTICLE III


 


MISCELLANEOUS


 


SECTION 3.1       Notices.
All notices and other communications to the Guaranteeing Parties shall be given as provided in the Indenture.


 


SECTION 3.2       Merger
and Consolidation. Each Guaranteeing Party shall not sell or otherwise dispose of all or substantially all of its assets to,
or consolidate with or merge with or into, another Person (other than the Issuer or any Restricted Subsidiary that is a Guarantor
or becomes a Guarantor concurrently with the transaction) except in accordance with Section 4.1(g) of the Indenture.


 


SECTION 3.3       Release
of Guarantee. The Note Guarantees hereunder may be released in accordance with Section 10.2(c) of the Indenture.


 


SECTION 3.4       Parties.
Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the
Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the
Indenture or any provision herein or therein contained.


 


SECTION 3.5       Governing
Law. This Supplemental Indenture shall be governed by, and construed in accordance with, the laws of the State of New York.


 


SECTION 3.6       Severability.
In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability
of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only
to the extent of such invalidity, illegality or unenforceability.


 


SECTION 3.7       Benefits
Acknowledged. Each Guaranteeing Party’s Note Guarantee is subject to the terms and conditions set forth in the Indenture.
Each Guaranteeing Party acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated
by the Indenture and this Supplemental Indenture and that the guarantee and waivers made by it pursuant to its Note Guarantee
are knowingly made in contemplation of such benefits.


 


SECTION 3.8       Ratification
of Indenture: Supplemental Indentures 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.


 


SECTION 3.9       The
Trustee. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture
or with respect to the recitals contained herein, all of which recitals are made solely by the other parties hereto.


 


SECTION 3.10     Counterparts.
The parties hereto may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all
of them together represent the same agreement. The exchange of copies of this Supplemental Indenture and of signature pages by
facsimile or electronic transmission shall constitute effective execution and delivery of this Supplemental Indenture as to the
parties hereto and may be used in lieu of the original Supplemental Indenture for all purposes. Signatures of the parties hereto
transmitted by facsimile or electronic transmission shall be deemed to be their original signatures for all purposes.


 






    10 


     


    

 


SECTION 3.11      Execution
and Delivery. Each Guaranteeing Party agrees that its Note Guarantee shall remain in full force and effect notwithstanding
any failure to endorse on each Note a notation of any such Note Guarantee.


 


SECTION 3.12      Headings.
The headings of the Articles and the Sections in this Supplemental Indenture are for convenience of reference only and shall not
be deemed to alter or affect the meaning or interpretation of any provisions hereof.


 


SECTION 3.13      Jurisdiction.
The parties hereto agree that any suit, action or proceeding arising out of or based upon this Supplemental Indenture may be instituted
in any state or Federal court in the Borough of Manhattan, New York, New York, and any appellate court from any thereof, and each
party hereto irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. The parties
hereto irrevocably waive, to the fullest extent permitted by law, any objection to any suit, action, or proceeding that may be
brought in connection with this Supplemental Indenture, including such actions, suits or proceedings relating to securities laws
of the United States or any state thereof, in such courts whether on the grounds of venue, residence or domicile or on the ground
that any such suit, action or proceeding has been brought in an inconvenient forum. The parties hereto agree that final judgment
in any such suit, action or proceeding brought in such court shall be conclusive and binding upon them, and may be enforced in
any court to the jurisdiction of which they are subject by a suit upon such judgment.


 


Notwithstanding anything
to the contrary contained herein, with respect to any suit, action or proceeding brought by any party to this Supplemental Indenture
arising out of or based upon this Supplemental Indenture, which involves a Guaranteeing Party incorporated under the laws of Mexico,
each party hereto hereby irrevocably and unconditionally (i) submits for itself and its property to the exclusive jurisdiction
of any state or Federal court in the Borough of Manhattan, New York, New York, and any appellate court from any thereof; and (ii) waives
its right to the jurisdiction of any other courts that it may be entitled to by virtue of its present or future domicile or for
any other reason.


 


SECTION 3.14      WAIVER
OF JURY TRIAL. THE PARTIES HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS SUPPLEMENTAL INDENTURE
AND FOR ANY COUNTERCLAIM THEREIN.


 


[Signature pages follow]


 






    11 


     


    





 


	 	Diamond (BC) B.V.
	 	 
	 	 
	 	By:	/s/ Terilyn Dumas
	 	Name:	 Terilyn Dumas
	 	Title:	Director A




 


 





	 	By:	/s/ Herman Weber
	 	Name:	 Herman Weber
	 	Title:	Director B


 


[Signature Page
to Supplemental Indenture]


 






     


     


    













 


	SIGNED
    by 	)	
	 	)	 
	as attorney for DIVERSEY AUSTRALIA PTY.
    LIMITED under power of attorney dated 13 November 2017 in the presence of:	)

    )	 
	 	)	 
	 	)	 
	/s/ Kendy Ding	)	/s/ C. Foster
	Signature
    of witness	)

    )	By executing this document the attorney
    states that the attorney has received no notice of revocation of the power of attorney
	Kendy Ding	)	 
	Name of witness (block letters)	)	 




 


[Signature page to the Supplemental Indenture]


 






     


     


    







 


	 	DIVERSEY AUSTRIA TRADING GMBH
	 	 
	 	 
	 	By:	/s/ Gerhard Perschy
	 	Name:	 Gerhard Perschy
	 	Title:	Director 





 


[Signature Page
to Supplemental Indenture]


 






     


     


    







 





	 	Diversey Belgium BVBA
	 	 
	 	 
	 	By:	/s/ Michael James Chapman
	 	Name:	 Michael James Chapman
	 	Title:	Authorised Signatory


 


[Signature Page
to Supplemental Indenture]


 






     


     


    

 





	 	DIVERSEY BRASIL INDÚSTRIA
    QUÍMICA LTDA., as a New Foreign Guarantor
	 	 
	 	 
	 	By:	/s/ Milton Dias Bragança Neto
	 		  Name: Milton Dias Bragança Neto
	 		Title:   Officer


 


[Signature Page to
Foreign Guarantee Supplement]


 



     


     


    










 





	 	DIVERSEY CANADA, INC.
	 	 
	 	 
	 	By:	/s/ Terilyn Dumas
	 	Name:	  Terilyn Dumas
	 	Title:	Secretary





 


[Signature Page
to Supplemental Indenture]


 






     


     


    







 





	 	Diversey Danmark ApS
	 	 
	 	 
	 	By:	/s/ Jacob Storm
	 	Name:	   Jacob Storm
	 	Title:	Company Director Diversey


 


[Signature Page
to Supplemental Indenture]


 






     


     


    

 


	 	DIVERSEY (France) SAS
	 	 
	 	 
	 	By:	/s/  Eric VAUCHER
	 	Name:	   Eric VAUCHER
	 	Title:	Président











 


[Signature Page
to Supplemental Indenture]


 






     


     


    

 





	 	DIVERSEY DEUTSCHLAND GMBH & CO. OHG
	 	 
	 	Represented by its partner Diversey Deutschland Management
    GmbH
	 	 
	 	 
	 	By:	/s/  Hans-Peter Müller
	 		Name:	Hans-Peter Müller
	 		Title:



	Managing Director 

    (Geschäftsführer)


 


[Signature Page
to Supplemental Indenture]


 






     


     


    










 





	 	Diversey Hong Kong Limited
	 	 
	 	 
	 	By:	/s/ Mei Hung Wong
	 	Name:	 Wong, Mei Hung
	 	Title:	Director


 


[Signature Page
to Supplemental Indenture]


 






     


     


    

 





	 	Diversey Europe B.V.
	 	 
	 	 
	 	By:	/s/ Herman Weber
	 	Name:	  Herman Weber
	 	Title:	Director


 


[Signature Page
to Supplemental Indenture]


 






     


     


    

 


	 	Diversey Europe Operations B.V.
	 	 
	 	 
	 	By:	/s/ Herman
    Weber
	 	Name:	Herman Weber 
	 	Title:	Director
	 	 	 





[Signature Page to Supplemental Indenture]


 



     

     


    

 


	 	Diversey Holdings II B.V.
	 	 
	 	 
	 	By:	/s/ Herman Weber
	 	Name:	Herman Weber 
	 	Title:	Director
	 	 	 





[Signature Page to Supplemental Indenture]


 






     

     


    

 


	 	Diversey B.V.
	 	 
	 	 
	 	By:	/s/ H. Toering
	 	Name:	H. Toering
	 	Title:	Director
	 	 	 





[Signature Page to Supplemental Indenture]


 



     

     


    

 


	 	DIVERSEY POLSKA SP. Z O.O.
	 	 
	 	 
	 	By:	/s/ Robert Kucinski 
	 	Name:	Robert Kucinski 
	 	Title:	Authorised Signatory


 


	 	DIVERSEY POLSKA SP. Z O.O.
	 	 
	 	 
	 	By:	/s/ Artur Mularski
	 	Name:	Artur Mularski
	 	Title:	Authorised Signatory


 


[Signature Page to Supplemental Indenture]


 






     

     


    

 


	 	DIVERSEY ESPAÑA, S.L.
	 	 
	 	By:	/s/ Eva Palou Marrodán
	 	Name:	Ms Eva Palou Marrodán
	 	Title:	Attorney


 


[Signature Page to Supplemental Indenture]


 






     

     


    

 








	 	Diversey Sverige AB
	 	 
	 	 
	 	By:	/s/ Christian Forslund
	 	 	Name:	Christian Forslund
	 	 	Title:	Country Director


 


[Signature
Page to Supplemental Indenture]


 






     

     


    

 


	 	DIVERSEY SWITZERLAND PRODUCTION GMBH
	 	 
	 	 
	 	By:	/s/ Christian Hane
	 	 	Name:	Christian Hane
	 	 	Title:	Manager


 


[Signature
Page to Supplemental Indenture]


 






     

     


    

 


	 	Diversey Limited
	 	 
	 	 
	 	By:	/s/ Michael James Chapman
	 	 	Name:	Michael James Chapman
	 	 	Title:	Director


 


[Signature
Page to Supplemental Indenture]


 






     

     


    

 


	 	BCPE DIAMOND MEXICO HOLDCO, S.DE R.L. DE C.V.
	 	 
	 	 
	 	By:	/s/ Jose Carlos Soto Vega
	 	 	Name:	Jose Carlos Soto Vega
	 	 	Title:	Attorney-in-fact


 


[Signature
Page to Supplemental Indenture]




 






     

     


    

 


	 	WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
	 	 
	 	 
	 	By:	/s/ Hallie E. Field
	 	 	Name:	Hallie E. Field
	 	 	Title:	Assistant Vice President


 


[Signature
Page to Supplemental Indenture]