EX-4.17



 Exhibit 4.17 

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 (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”). 

W I T N E S S E T H 
 WHEREAS,
the Issuers, certain guarantors listed on the signature pages thereto, the Trustee, the Collateral Agent, Citigroup Global Markets Deutschland AG, as Registrar, and Citibank N.A., London Branch, as Paying Agent and Authenticating Agent, are parties
to an indenture dated as of February 1, 2013 (the “Indenture”), providing for the issuance of the Issuers’ 5.750% Senior Secured 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 the Notes Security Documents 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 
 Washington, DC 20004 

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:	 	 /s/ Annemiek van Leuven

		 	Name:	 	Annemiek van Leuven
		 	Title:	 	Managing Director B



  
 [Signature Page to
Euro Notes Fifth Supplemental Indenture] 








 
					
	AXALTA COATING SYSTEMS BRASIL LTDA.,
	as a New Guarantor
		
	By:	 	 /s/ Luciano Ruggieri Salmeron

		 	Name:	 	Luciano Ruggieri Salmeron
		 	Title:	 	Officer
		
	By:	 	 /s/ Luiz Alexandre Yoshida

		 	Name:	 	Luiz Alexandre Yoshida
		 	Title:	 	Officer



  
 [Signature Page to
Euro Notes Fifth Supplemental Indenture] 








 
					
	WILMINGTON TRUST, NATIONAL ASSOCIATION,
	as Trustee and Collateral Agent
		
	By:	 	 /s/ Joseph P O’Donnell

		 	Name:	 	Joseph P O’Donnell
		 	Title:	 	Vice President



  
 [Signature Page to
Euro Notes Fifth Supplemental Indenture]