EX-10.27



 Exhibit 10.27 
  

			
	



	  	 CLIFFORD CHANCE

PARTNERSCHAFTSGESELLSCHAFT


 AXALTA COATINGS SYSTEMS BETEILIGUNGS GMBH (FORMERLY 

GERMANY COATINGS CO GMBH) 

as Pledgor 
 BARCLAYS BANK PLC

 as Bank Collateral Agent and Pledgee 

and 
 WILMINGTON TRUST,
NATIONAL ASSOCIATION 
 as Notes Collateral Agent and Pledgee 

 
  

SHARE PLEDGE AGREEMENT 

(Geschäftsanteilsverpfändung) 

relating to the shares in Axalta Coating Systems Germany 

GmbH (formerly Dupont Performance Coatings GmbH) 
  

 
 CLIFFORD CHANCE
PARTNERSCHAFTSGESELLSCHAFT VON RECHTSANWÄLTEN, WIRTSCHAFTSPRÜFERN, STEUERBERATERN UND SOLICITORS • SITZ: FRANKFURT AM MAIN • AG FRANKFURT AM MAIN PR 1000 







 CONTENTS 
  

			
	 
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 This SHARE PLEDGE AGREEMENT (the “Agreement”) is made on 24 July 2013 

BETWEEN: 
  

	(1)	AXALTA COATINGS SYSTEMS BETEILIGUNGS GMBH (formerly Germany Coatings Co GmbH), a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany having its
corporate seat in Köln, Germany and registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of Köln under HRB 78980 (the “Pledgor”); 


 

	(2)	BARCLAYS BANK PLC in its capacity as collateral agent under the Credit Agreement (as defined below) (together with its successors in such capacity, the “Bank Collateral Agent”); and


  

	(3)	WILMINGTON TRUST, NATIONAL ASSOCIATION in its capacity as collateral agent under the EUR Notes Indenture (as defined below) (together with its successors in such capacity, the “Notes Collateral
Agent” and together with the Bank Collateral Agent collectively, the “Collateral Agents” and “Pledgees”). 


WHEREAS: 
  

	(A)	Pursuant to a USD 2,700,000,000 and EUR 400,000,000 term and multi-currency revolving credit agreement dated 1 February 2013 between, inter alia, Axalta Coating Systems U.S., Inc. (formerly Coatings Co. U.S.
Inc.) as U.S. Holdings (the “U.S. Holdings”), Axalta Coating Systems Dutch Holding A B.V. (formerly Flash Dutch 1 B.V.) as Holdings (the “Holdings”), Axalta Coating Systems Dutch Holding B B.V. (formerly Flash Dutch
2 B.V.) (the “Dutch Co-Borrower”) and Axalta Coating Systems U.S. Holdings (formerly U.S. Coatings Acquisition Inc.) (the “U.S. Co-Borrower” and, together with the Dutch Co-Borrower, the
“Borrowers”), Barclays Bank PLC, Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc., Citicorp North America, Inc., Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Morgan Stanley Senior Funding,
Inc., UBS Securities LLC, Jefferies Finance LLC and Sumitomo Mitsui Banking Corporation as joint lead arrangers (the “Arrangers”) and joint bookrunners, Citigroup Global Markets Inc., Citibank, N.A., Citicorp USA, Inc. and Citicorp
North America, Inc. as syndication agents (the “Syndication Agents”), Deutsche Bank Securities, Inc. and Credit Suisse Securities (USA) LLC as co-documentation agents (the “Co-Documentation Agents”) and Barclays
Bank PLC as administrative agent, collateral agent and L/C issuer and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “Credit Agreement”), certain lenders (together the
“Original Lenders”) have agreed to grant certain facilities to the Borrowers. Pursuant to the terms of the Credit Agreement, the aggregate amount of the facilities (including numbers of facilities) may be increased by a cash-capped
amount of up to USD 400,000,000 if the Borrowers and the relevant lenders assuming such additional commitments so agree (the “Incremental Facilities”). 


  
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	(B)	Pursuant to a holdings guaranty agreement dated 1 February 2013 between Holdings as guarantor (the “Holdings Guarantor”) and Barclays Bank PLC as administrative agent (the “Holdings
Guaranty Agreement”), the Holdings Guarantor has guaranteed the full and actual payment by the Borrowers under the Credit Agreement. 

  

	(C)	Pursuant to a subsidiary guaranty agreement dated 1 February 2013 between, inter alia, the entities listed in Schedule 1 Part A (List of Subsidiary Guarantors) acting as original and/or additional
guarantors (the “Subsidiary Guarantors” and together with the Holdings Guarantor, the “Current Loan Guarantors”) and Barclays Bank PLC as administrative agent (the “Subsidiary Guaranty Agreement”
and together with the Holdings Guaranty Agreement, the “Guaranty Agreements”), the Subsidiary Guarantors have guaranteed the full and actual payment by the Borrowers under the Credit Agreement. 


 

	(D)	Pursuant to an indenture dated 1 February 2013 between the U.S. Co-Borrower as U.S. co-issuer (the “U.S. Co-Issuer”), the Dutch Co-Borrower as Dutch co-issuer (the “Dutch
Co-Issuer”, and together with the U.S. Co-Issuer, the “Issuers”), the entities listed in Schedule 1 Part B (List of Current EUR Notes Guarantors) acting as original and/or additional guarantors (the “Current
EUR Notes Guarantors”) and Wilmington Trust, National Association as notes trustee and notes collateral agent (as amended, varied, novated, supplemented, superseded or extended from time to time, the “EUR Notes Indenture”),
the Issuers have issued EUR 250,000,000, 5.750% senior secured notes due 2021 (together with any such notes issued in addition, substitution, exchange or replacement thereof pursuant to the EUR Notes Indenture, the “Secured Notes”).


  

	(E)	The Pledgor has agreed to grant a pledge over its shares in the Company (as defined below) as security for the Secured Obligations (as defined below). 


 

	(F)	The security created by or pursuant to this Agreement is to be administered by the Bank Collateral Agent for and on behalf of the Loan Finance Parties pursuant to the Credit Agreement and otherwise administered as
collateral sub-agent for and on behalf of the Notes Collateral Agent in accordance with the provisions of the first lien intercreditor agreement dated 1 February 2013 between the Bank Collateral Agent, the Notes Collateral Agent, each grantor
party thereto, and each additional agent from time to time party thereto and others (as amended, varied, novated, supplemented, superseded or extended from time to time, the “Intercreditor Agreement”). 


NOW, IT IS AGREED as follows: 
  

	1.	DEFINITIONS AND LANGUAGE 

  

	1.1	In this Agreement: 

 “Administrative Agent” means Barclays Bank PLC in its
capacity as administrative agent under the Credit Agreement and any successor appointed as administrative agent under the Credit Agreement. 

“Agents” means the Administrative Agent, the Bank Collateral Agent, the Arrangers, the Syndication Agents, the
Co-Documentation Agents and the Supplemental Agents (if any) and “Agent” means any of them. 

  
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 “Borrower Representative” means the U.S. Co-Borrower as the entity appointed to
act on behalf of any Borrower under the Loan Documents. 
 “Cash Management Agreement” means any agreement to provide cash
management services, including treasury, depository, overdraft, credit, purchasing or debit card, electronic funds transfer and other cash management arrangements to any Loan Party. 

“Cash Management Bank” means any Person that (i) at the time it enters into a Cash Management Agreement, is a Lender or
an Agent or an affiliate of a Lender or an Agent, (ii) in the case of any Cash Management Agreement in effect on or prior to the Closing Date, is, as of such date or within 30 days thereafter, a Lender or an Agent or an affiliate of a Lender or
an Agent and a party to a Cash Management Agreement or (iii) within 30 days after the time it enters into the applicable Cash Management Agreement, becomes a Lender or an Agent or an affiliate of a Lender or an Agent, in each case, in its
capacity as a party to such Cash Management Agreement. 
 “Closing Date” means 1 February 2013. 

“Company” means Axalta Coating Systems Germany GmbH (formerly Dupont Performance Coatings GmbH), a limited liability company
(Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany having its corporate seat in Wuppertal, Germany and registered in the commercial register (Handelsregister) of the local court (Amtsgericht) of
Wuppertal under HRB 20552. 
 “Enforcement Event” means the occurrence of an Event of Default that has not been cured or
waived and, in respect of which the relevant Collateral Agent has the ability, subject to the delivery to the relevant companies of an Enforcement Notice, if required (provided that, notwithstanding anything to the contrary herein, no Enforcement
Notice shall be required if the Enforcement Event resulted from the occurrence of an Event of Default in connection with the occurrence of an actual or deemed entry of an order for relief with respect to any bankruptcy or insolvency law, in each
case that is continuing), to exercise any of its/their rights under the Credit Agreement and/or the EUR Notes Indenture in accordance with their respective terms, including to declare all unpaid amounts of indebtedness (or other obligations)
incurred under the Credit Agreement and/or the EUR Notes Indenture immediately due and payable and, in the case of the Bank Collateral Agent under the Credit Agreement, to declare the commitments to make loans or issue letters of credit thereunder
to be terminated. 
 “Enforcement Notice” means a notice by the relevant Collateral Agent informing the relevant company
that the relevant Collateral Agent intends to exercise rights under the Credit Agreement and/or the EUR Notes Indenture to declare all unpaid amounts of indebtedness (or other obligations) incurred under the Credit Agreement and/or the EUR Notes
Indenture immediately due and payable and, in the case of the Bank Collateral Agent under the Credit Agreement, to declare the commitments to make loans or issue letters of credit thereunder to be terminated or to require cash collateralization of
any obligations relating to letters of credit issued under facilities under the Credit Agreement, in each case in accordance with the Credit Agreement and/or the EUR Notes Indenture, as applicable. 

  
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 “Event of Default” means any event of default (Kündigungsgrund)
under the Credit Agreement and/or the EUR Notes Indenture. 
 “EUR Notes Documents” means the Secured Notes, the EUR Notes
Indenture, any guarantees in respect of the Secured Notes, any security documents relating to the EUR Notes Indenture and any other document that may be entered into pursuant to any of the foregoing in relation to the EUR Notes Indenture. 

“Existing Shares” has the meaning given to such term in sub-Clause 2.1 hereof. 

“Future Shares” means all additional shares in the capital of the Company (irrespective of their nominal value) which the
Pledgor may acquire in the future in the event of a share transfer, a share split, a share combination, an increase of the capital of the Company (including by way of authorised capital (genehmigtes Kapital)) or otherwise. 

“Hedge Bank” means any Person that (i) at the time it enters into a Swap Contract, is a Lender or an Agent or an
affiliate of a Lender or an Agent, (ii) within 30 days after the time it enters into a Swap Contract, becomes a Lender or an Agent or an affiliate of a Lender or an Agent, or (iii) with respect to Swap Contracts in effect as of the Closing
Date, is, as of the Closing Date or within 30 days after the Closing Date, a Lender or an Agent or an affiliate of a Lender or an Agent and a party to a Swap Contract, in each case in its capacity as party to such Swap Contract. 

“L/C Issuer” means (i) Barclays Bank PLC and Citibank N.A. in their capacity as issuers of any letter of credit under the
Credit Agreement and (ii) any other Lender issuing a letter of credit under the Credit Agreement. 
 “Lenders” means
the Original Lenders, any entity which has become a lender under the Credit Agreement and any entity which may become a lender under the Credit Agreement in the future and “Lender” means any of them. 

“Loan Documents” means the Credit Agreement, the Intercreditor Agreement, the Holdings Guaranty Agreement, the Subsidiary
Guaranty Agreement, any Secured Cash Management Agreement, any Secured Hedge Agreement, any letter of credit or bank guarantee relating to the Credit Agreement, any fee letters relating to the Credit Agreement, any security documents relating to the
Credit Agreement and any other document that may be entered into pursuant to any of the foregoing in relation to the Credit Agreement. 

“Loan Finance Parties” means the Lenders (including in their capacity as issuing bank(s), hedge banks and/or cash management
banks under the Credit Agreement), the L/C Issuer, the Swing Line Lenders, the Administrative Agent, the Bank Collateral Agent, any Hedge Bank and any Cash Management Bank. 

“Loan Parallel Obligations” means the independent obligations of any of the Loan Parties arising pursuant to (i) the
Credit Agreement, (ii) any Guaranty Agreement and/or (iii) the Intercreditor Agreement to pay to the Bank Collateral Agent sums equal to the sums owed by such Loan Party to the other Loan Finance Parties (or any of them) under the Loan
Documents. 

  
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 “Loan Parties” means the Borrowers, the Current Loan Guarantors and any entity
which may accede to the Subsidiary Guaranty Agreement as an additional guarantor by entering into a subsidiary guaranty supplement under the Subsidiary Guaranty Agreement and “Loan Party” means any of them. 

“Notes Parties” means the Issuers and the Current EUR Notes Guarantors and any entity which may become an additional guarantor
under the EUR Notes Indenture. 
 “Notes Parallel Obligations” means the independent obligations of any of the Notes Parties
arising pursuant to the EUR Notes Indenture to pay to the Notes Collateral Agent sums equal to the sums owed by such Note Party to the other Notes Secured Parties (or any of them) under the EUR Notes Documents. 

“Notes Secured Parties” means the Secured Noteholders, the Notes Collateral Agent and the Notes Trustee. 

“Notes Trustee” means Wilmington Trust, National Association in its capacity as trustee under the EUR Notes Indenture and any
successor appointed as trustee under the EUR Notes Indenture. 
 “Obligors” means the Loan Parties and the Notes Parties.

 “Person” means any natural person, corporation, limited liability company, trust, joint venture, association, company,
partnership, governmental authority or other entity. 
 “Pledge” and “Pledges” have the meanings given to
such terms in sub-Clause 3.1. 
 “Secured Cash Management Agreement” means any Cash Management Agreement that is
entered into by and between any Loan Party and any Cash Management Bank, except for any such Cash Management Agreement designated in writing by the Borrower Representative to the Administrative Agent as an “unsecured cash management
agreement” as of the Closing Date or, if later, as of the time of entering into such Cash Management Agreement. 
 “Secured
Documents” means the Loan Documents and the EUR Notes Documents. 
 “Secured Hedge Agreement” means any Swap
Contract permitted under the Credit Agreement that is entered into by and between any Loan Party and any Hedge Bank, except for any such Swap Contract designated in writing by the Borrower Representative to the Administrative Agent as an
“unsecured hedge agreement” as of the Closing Date or, if later, as of the time of entering into such Swap Contract. 

“Secured Noteholders” means any registered holders, from time to time, of the Secured Notes, and “Secured
Noteholder” means any of them. 
 “Secured Obligations” means the Loan Parallel Obligations and the Notes Parallel
Obligations. 
 “Secured Parties” means the Loan Finance Parties and the Notes Secured Parties. 

“Shares” means the Existing Shares and the Future Shares. 

  
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 “Supplemental Agent” means any individual or institution selected and appointed
by the Administrative Agent and the Bank Collateral Agent as a separate trustee, co-trustee, administrative agent, collateral agent, administrative sub-agent or administrative co-agent, as applicable, in relation to the Credit Agreement. 

“Swap Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate
transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions,
interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar
transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any
kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any international foreign exchange master
agreement, or any other master agreement, including any obligations or liabilities under any such master agreement. 
 “Swing Line
Lender” means Barclays Bank PLC in its capacity as provider of swing line loans in relation to the Credit Agreement or any successor appointed as a swing line lender under the Credit Agreement. 

 

	1.2	This Agreement is made in the English language. For the avoidance of doubt, the English language version of this Agreement shall prevail over any translation of this Agreement. However, where a German translation of a
word or phrase appears in the text of this Agreement, the German translation of such word or phrase shall prevail. 

  

	1.3	Any reference in this Agreement to a “Clause”, a “sub-Clause” or a “Schedule” shall, subject to any contrary indication, be construed as a reference to a Clause, a
sub-Clause or a Schedule in this Agreement. 

  

	2.	PLEDGED SHARES 

  

	2.1	The Company has a nominal share capital (Stammkapital) of EUR 150.000.000,00 (in words: Euro one hundred fifty million) which is divided into 1 (one) share with an aggregate amount of EUR 150.000.000,00 (in
words: Euro one hundred fifty million) as more precisely specified in the shareholders list (Gesellschafterliste) of the Company as filed (aufgenommen) with the commercial register (Handelsregister) a copy of which is attached
as Schedule 2 (Copy of Shareholders List) (the “Existing Shares”). 

  

	2.2	The Pledgor is the owner of the Existing Shares and is registered as such in the shareholders list (Gesellschafterliste) of the Company as filed (aufgenommen) with the commercial register
(Handelsregister), a copy of which is attached as Schedule 2 (Copy of Shareholders List). 


  
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	3.	PLEDGE 

  

	3.1	The Pledgor hereby pledges to each of the Pledgees the Shares together with all ancillary rights and claims associated with the Shares as more particularly specified in Clause 4 (each a “Pledge”
and together the “Pledges”). 

  

	3.2	Each of the Pledgees hereby accepts its Pledge for itself. 

  

	3.3	The validity and effect of each of the Pledges shall be independent from the validity and the effect of the other Pledges created hereunder. The Pledges to each of the Pledgees shall be separate and individual pledges
ranking pari passu with the other Pledges created hereunder. 

  

	3.4	Each of the Pledges is in addition, and without prejudice, to any other security the Pledgees may now or hereafter hold in respect of the Secured Obligations. 


 

	4.	SCOPE OF THE PLEDGES 

  

	4.1	The Pledges constituted by this Agreement include: 

  

	 	4.1.1	the present and future rights to receive: 

  

	 	(a)	dividends attributable to the Shares, if any; and 

  

	 	(b)	liquidation proceeds, redemption proceeds (Einziehungsentgelt), repaid capital in case of a capital decrease, any compensation in case of termination (Kündigung) and/or withdrawal (Austritt) of
a shareholder of the Company, the surplus in case of surrender (Preisgabe), any repayment claim for any additional capital contributions (Nachschüsse) and all other pecuniary claims associated with the Shares; 


 

	 	4.1.2	the right to subscribe for newly issued shares; 

  

	 	4.1.3	all other rights and benefits attributable to the Shares; and 

  

	 	4.1.4	all present and future pecuniary claims of the Pledgor against the Company arising under or in connection with any domination and/or profit transfer agreement (Beherrschungs- und/oder
Gewinnabführungsvertrag) or partial profit transfer agreement (Teilgewinnabführungsvertrag) which may be entered into between the Pledgor and the Company. 


 

	4.2	Notwithstanding that the dividends are pledged hereunder, the Pledgor shall be entitled to receive and retain all dividend payments in respect of the Shares until the occurrence and continuation of an Enforcement Event.


  

	5.	PURPOSE OF THE PLEDGES 

 The Pledges hereunder are constituted in order to secure the
prompt and complete satisfaction of any and all Secured Obligations. The Pledges shall also cover any future extension of the Secured Obligations (including, for the avoidance of doubt, any Incremental Facilities) and the Pledgor herewith expressly
agrees that the provisions of Section 1210 para 1 sentence 2 of the German Civil Code (Bürgerliches Gesetzbuch) shall not apply to this Agreement. 

  
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	6.	EXERCISE OF MEMBERSHIP RIGHTS 

 The membership rights, including the voting rights,
attached to the Shares remain with the Pledgor. The Pledgor, however, shall at all times until the full satisfaction of all Secured Obligations or the release of the Pledges exercise its membership rights, including its voting rights, in good faith
to ensure that the validity and enforceability of the Pledges and the existence or value of all or part of the Shares are not in any way adversely affected, other than through dividend payments pursuant to Clause 4.2 above. The Pledgor
undertakes that no resolutions are passed which constitute a breach of its obligations under Clause 10. 
  

	7.	ENFORCEMENT OF THE PLEDGES 

  

	7.1	If an Enforcement Event has occurred and is continuing and provided that the requirements set forth in Sections 1273 para 2, 1204 et seq. of the German Civil Code with regard to the enforcement of
any of the Pledges are met (Pfandreife), in particular, if any of the Secured Obligations has become due and payable, then in order to enforce the Pledges (or any of them), any of the Pledgees, may at any time thereafter avail themselves of
all rights and remedies that a pledgee has against a pledgor under the laws of the Federal Republic of Germany. 

  

	7.2	Notwithstanding Section 1277 of the German Civil Code, any of the Pledgees are entitled to exercise their rights without obtaining an enforceable judgment or other instrument (vollstreckbarer Titel). The
Pledgees shall be entitled to have the Pledges enforced in any manner allowed under the laws of the Federal Republic of Germany, in particular have the Pledges sold (including at public auction). 


 

	7.3	The Pledgor hereby expressly agrees that 5 (five) business days’ prior written notice to the Pledgor of the place and time of any such sale shall be sufficient and the Pledgees, shall not be obliged to
deliver any further notices (including, but not limited to the notices set out under Section 1234 of the German Civil Code) to the Pledgor prior to such sale. The sale may take place at any place in the Federal Republic of Germany designated by
any of the Pledgees. 

  

	7.4	If any of the Pledgees should seek to enforce the Pledges under sub-Clause 7.1, the Pledgor shall, at its own expense, render forthwith all necessary assistance in order to facilitate the prompt sale of the Shares
or any part thereof and/or the exercise by any of the Pledgees of any other right they may have as a Pledgee. 

  

	7.5	Following satisfaction of the requirements for enforcement under sub-Clause 7.1, all subsequent dividend payments and all payments based on similar ancillary rights attributed to the Shares may be applied by any of
the Pledgees in satisfaction in whole or in part of the Secured Obligations or treated as additional collateral. 

  

	7.6	Even if the requirements for enforcement referred to under sub-Clause 7.1 above are met, none of the Pledgees shall, whether as proxy or otherwise, be entitled to exercise the voting rights attached to the Shares.



  
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	7.7	Each of the Pledgees may, in its sole discretion (acting reasonably), determine which of several security interests, if applicable, shall be used to satisfy the Secured Obligations. The Pledgor hereby expressly waives
its right pursuant to Section 1230 sentence 2 of the German Civil Code to limit the realisation of the Pledges and pledges over the shares or partnership interests in one or more other companies to such number of pledges as are necessary
to satisfy the Secured Obligations and agrees further that each of the Pledgees may decide to enforce the Pledges individually in separate proceedings or together with pledges over shares or partnership interests in one or more other companies at
one single proceeding (Gesamtverwertung). 

  

	7.8	The Pledgor hereby expressly waives all defences of revocation (Einrede der Anfechtbarkeit) and set-off (Einrede der Aufrechenbarkeit) pursuant to Sections 770, 1211 of the German Civil Code.


  

	7.9	The Pledgor hereby expressly waives its defences based on defences any Obligor might have against any of the Secured Obligations (Einreden des Hauptschuldners) pursuant to Section 1211 para 1
sentence 1 alternative 1 of the German Civil Code. 

  

	7.10	If the Pledges are enforced or if the Pledgor has discharged any of the Secured Obligations (or any part of them), Section 1225 of the German Civil Code (legal subrogation of claims to a pledgor -
Forderungsübergang auf den Verpfänder) shall not apply and no rights of the Pledgees shall pass to the Pledgor by subrogation or otherwise, unless and until all Secured Obligations have been fully and finally discharged (other than
(A) contingent indemnification obligations as to which no claim has been asserted, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements and (C) letters of credit which have been cash
collateralized in accordance with the terms of the Credit Agreement). Further, the Pledgor shall not at any time before, on or after an enforcement of the Pledges and as a result of the Pledgor entering into this Agreement, be entitled to demand
indemnification or compensation from the Company or any of a Company’s affiliates or to assign any of these claims, unless and until all Secured Obligations have been fully and finally discharged (other than (A) contingent indemnification
obligations as to which no claim has been asserted, (B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements and (C) letters of credit which have been cash collateralized in accordance with the
terms of the Credit Agreement). 

  

	8.	RELEASE OF ENFORCEMENT PROCEEDS 

  

	8.1	Definitions 

 “Net Assets” means an amount equal to the sum of the amounts of
the Pledgor’s (or, in the case of a GmbH & Co. KG, its general partner’s) assets (consisting of all assets which correspond to the items set forth in section 266 paragraph 2 A, B, C, D and E of the German Commercial Code
(Handelsgesetzbuch – “HGB”)) less the aggregate amount of the Pledgor’s (or, in the case of a GmbH & Co. KG, its general partner’s) liabilities (consisting of all liabilities and liability reserves
which correspond to the items set forth in section 266 paragraph 3 B, C, D and E HGB), save that: 
 any obligations
(Verbindlichkeiten) of the Pledgor (and, in the case of a GmbH & Co. KG, of its general partner) 

  
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	 	(a)	owing to the Dutch Co-Borrower and/or any of the Dutch Co-Borrower’s subsidiaries or any other affiliated company which are subordinated pursuant to section 39 paragraph 1 no. 5 or section 39 paragraph 2 of the
German Insolvency Code (Insolvenzordnung) and including obligations under guarantees for obligations which are so subordinated; or 

  

	 	(b)	incurred in violation of any of the provisions of the Secured Documents (unless neither with wilful misconduct nor gross negligence) 


shall be disregarded. 
 The Net
Assets shall be determined in accordance with the generally accepted accounting principles applicable from time to time in Germany (Grundsätze ordnungsmäßiger Buchführung) and be based on the same principles that were
applied by the Pledgor (or, in the case of a GmbH & Co. KG, its general partner) in the preparation of its most recent annual balance sheet (Jahresbilanz). 

“Protected Capital” means in relation to the Pledgor the aggregate amount of: 

 

	 	(a)	its (or, where the Pledgor is a GmbH & Co. KG, its general partner’s) share capital (Stammkapital) as registered in the commercial register (Handelsregister) provided that any increase
registered after the date of this Agreement shall not be taken into account unless (i) if the increase has been effected out of retained earnings (Kapitalerhöhung aus Gesellschaftsmitteln) such increase has been effected with the
prior written consent of any of the Collateral Agents and, in any case, (ii) only to the extent it is fully paid up; and 

  

	 	(b)	its (or when applicable where the Pledgor is a GmbH & Co. KG, its general partner’s) amount of profits (Gewinne) which are not available for distribution to its shareholder(s) in accordance with
section 268 paragraph 8 HGB. 

 “Up-stream and/or Cross-stream Security” means the Pledges granted by the
Pledgor if and to the extent the Pledges secure the obligations of a Loan Party and/or a Notes Party which is a shareholder of the Pledgor (and/or, in the case of a GmbH & Co. KG, of its general partner) or an affiliated company
(verbundenes Unternehmen) of such shareholder within the meaning of section 16, 17 or 18 of the German Stock Corporation Act (Aktiengesetz) (other than the Pledgor and its subsidiaries and, in the case of a GmbH & Co. KG, the
general partner and its subsidiaries), provided that it shall not constitute an Up-stream or Cross-stream Security if and to the extent the Pledges secure amounts outstanding under any Secured Document in relation to any financial
accommodation made available under such Secured Document to any Borrower and/or Issuer and on-lent to, or issued for the benefit of, the Pledgor or any of its subsidiaries (and, where the Pledgor is a GmbH & Co. KG, to, or for the benefit
of, its general partner or any of its subsidiaries) and still outstanding from time to time. 

  
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	8.2	The Pledgees agree not to apply in satisfaction of the Secured Obligations, but to release the proceeds of an enforcement of the Pledges granted by the Pledgor (the “Enforcement Proceeds”) if:


  

	 	(a)	(and to the extent that) the Pledges granted by the Pledgor constitute an Upstream- and/or Cross-Stream Security; and 

  

	 	(b)	the application of the Enforcement Proceeds towards the satisfaction of the Secured Obligations would otherwise 

  

	 	(i)	have the effect of reducing the Pledgor’s (or, where the Pledgor is a GmbH & Co. KG, its general partner’s) Net Assets to an amount that is lower than the amount of its (or, in the case of a
GmbH & Co. KG, its general partner’s) Protected Capital or, if the amount of the Net Assets is already lower than the amount of its (or, in the case of a GmbH & Co. KG, its general partner’s) Protected Capital, cause the
Net Assets to be further reduced; and 

  

	 	(ii)	thereby give rise to a violation of the capital maintenance requirement as set out in section 30 paragraph 1 of the German Limited Liability Companies Act (Gesetz betreffend die Gesellschaften mit beschränkter
Haftung); and 

  

	 	(c)	the Pledgor has complied with its obligation to deliver the Management Determination and the Auditor’s Determination, in each case together with an up-to-date balance sheet, in accordance with the requirements set
out in paragraphs 8.3 and 8.4 below. 

  

	8.3	Within ten (10) business days after the Pledgor’s receipt of notice from any of the Collateral Agents, that it intends to enforce the Pledges, the Pledgor shall provide a certificate signed by its managing
director(s) (Geschäftsführer) (in case of a GmbH & Co. KG, on behalf of the Pledgor’s general partner) confirming in writing if and to what extent the Pledges are an Up-stream and/or Cross-stream Security and to what
extent an application of the Enforcement Proceeds towards the satisfaction of the Secured Obligations would have the effects referred to in paragraph 8.2(b) above (the “Management Determination”). Such confirmation shall comprise an
up-to-date balance sheet of the Pledgor (and, in the case of a GmbH & Co. KG, its general partner) and a detailed calculation, based on the provisions of this Clause 8 (Release of Enforcement Proceeds) of the amount of the Net Assets
and Protected Capital of the Pledgor (or, in the case of a GmbH & Co. KG, its general partner) as well as the amount which should be released in order to prevent that the Net Assets of the Pledgor (or, in the case of a GmbH & Co.
KG, its general partner) fall below its Protected Capital (the “Release Amount”). The Pledgees shall be entitled to apply the Enforcement Proceeds towards the satisfaction of the Secured Obligations in an amount which pursuant to
the Management Determination would not cause the effects set out in paragraph 8.2(b) above (irrespective of whether or not the relevant Collateral Agent agrees with the Management Determination). 


 

	8.4	If any Collateral Agent disagrees with the Management Determination, it may within fifteen (15) Business Days of its receipt request the Pledgor to deliver, at its own cost 


  
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and expense, within thirty (30) business days of such request an up-to-date balance sheet of the Pledgor (and, in the case of a GmbH & Co. KG, of its general partner), drawn-up by
an auditor appointed by the Pledgor in consultation with the relevant Collateral Agent, together with a detailed calculation, based on the provisions of this Clause 8 (Release of Enforcement Proceeds), of the amount of the Net Assets and
Protected Capital of the Pledgor (or, in the case of a GmbH & Co. KG, its general partner) and the Release Amount (the “Auditor’s Determination”). The Pledgees shall be entitled to apply the Enforcement Proceeds
towards the satisfaction of the Secured Obligations in an amount which pursuant to the Auditor’s Determination would not cause the effects set out in paragraph 8.2(b) above. 


The Pledgees shall, not later than 5 business days after receipt of such Auditor’s Determination, release an amount equivalent to the
Release Amount as determined in the Auditor’s Determination (or an amount equivalent to the additional amount (if any) by which the Release Amount as defined in the Auditor’s Determination exceeds the amount of Enforcement Proceeds already
released to the Pledgor (if any) as applicable). For the avoidance of doubt, any Pledgee shall only be obligated to release amounts actually received by it out of the Enforcement Proceeds. 

 

	8.5	No reduction of the Enforcement Proceeds will prejudice the right of the Pledgees to apply the Enforcement Proceeds towards the satisfaction of the Secured Obligations (subject always to the operation of the limitations
set out above at the time of such enforcement). 

  

	8.6	The Pledgor shall (and, in the case of a GmbH & Co. KG, shall procure that its general partner will) do everything commercially justifiable and legally permitted to avoid the Enforcement Proceeds becoming
limited pursuant to the terms of this Clause 8 (Release of Enforcement Proceeds) and shall in particular, after the occurrence and continuation of an Enforcement Event and within three (3) months after a written request of any of the
Collateral Agents realise at least at market value any of its (and, in the case of a GmbH & Co. KG, any of its general partner’s) assets that are not necessary, as determined by the relevant Pledgor in its sole discretion, for its
business (nicht betriebsnotwendig) (or, in the case of a GmbH & Co. KG, that of its general partner) and is shown in its (or, in the case of a GmbH & Co. KG, its general partner’s) balance sheet with a book value that
is in the reasonable opinion of the relevant Collateral Agent significantly lower than the market value. 

  

	9.	REPRESENTATIONS AND WARRANTIES 

 The Pledgor represents and warrants to each of the
Pledgees by way of an independent guarantee (selbstständiges Garantieversprechen) that: 
  

	9.1	the statements made in Clause 2 above are true and correct; 

  

	9.2	the Existing Shares are and the Future Shares will be fully paid in and there is no nor will there be any obligation for a shareholder to make additional contributions (keine Nachschusspflicht);


  

	9.3	the share capital has not been repaid in any way; 


  
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	9.4	all facts capable of being entered into the commercial register (Handelsregister) of the Company have been entered into the commercial register (Handelsregister); 


 

	9.5	it is and will be the sole legal and beneficial owner, free from encumbrances (other than the Pledges created hereunder or otherwise not prohibited by the Credit Agreement and/or the EUR Notes Indenture), of all Shares;


  

	9.6	all necessary authorisations to enable or entitle the Pledgor to enter into this Agreement have been obtained and are in full force and effect; 


 

	9.7	there are no silent partnership agreements or similar arrangements by which a third party is entitled to a participation in the profits or revenue of the Company; and 


 

	9.8	the Existing Shares are not and the Futures Shares will not be subject to any pre-emption rights (Vorkaufsrechte) or other restrictions upon disposals which would operate to restrict in any way their disposal
upon enforcement. 

  

	10.	UNDERTAKINGS OF THE PLEDGOR 

 During the term of this Agreement, the Pledgor undertakes
to each of the Pledgees: 
  

	10.1	not to take, or participate in, any action which results or might reasonably result in the Pledgor’s loss of ownership of all or part of the Shares, or any other transaction which would have the same result as a
sale, transfer or other disposal of the Shares or which would for any other reason materially adversely affect the security interest of the Pledgees or the security purpose (as described in Clause 5) or defeat, impair or circumvent the rights
of the Pledgees except as permitted by the Secured Parties or unless permitted under the terms of the Secured Documents; 

  

	10.2	not to encumber, permit to subsist, create or agree to create any other security interest or third party right in or over the Shares or other rights subject to the Pledges except as set out in this Agreement or
permitted under the terms of the Secured Documents; 

  

	10.3	to promptly effect any contributions in cash (Bareinlage) or kind (Sacheinlage) to be made in respect of the Shares; 

  

	10.4	to promptly notify the Pledgees, by notification in writing to each of the Collateral Agents, of any change in the shareholding in or capital of the Company and to promptly deliver to the Pledgees, by sending the same
to each of the Collateral Agents, in their capacity as agent for and on behalf of the Pledgees, a copy of the updated shareholders list (Gesellschafterliste) and a copy of the amended articles of association (Satzung) both as filed
(aufgenommen) with the commercial register (Handelsregister); 

  

	10.5	 to promptly notify the Pledgees, by notification in writing to each of the Collateral Agents, of any encumbrance over the Shares (or part of them) or
of the registration of an objection (Widerspruch) in relation to the Shares of the Pledgor in the shareholders list (Gesellschafterliste) as filed (aufgenommen) with the commercial register (Handelsregister). In the case
of any attachment (Pfändung) in respect of any of the Shares, the Pledgor shall promptly notify the Pledgees, by notification in writing to each of the Collateral Agents, such notice to be accompanied by any documents the Pledgees might
need to defend themselves against any claim of a third party. In 



  
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particular, the Pledgor shall promptly forward to each of the Collateral Agents a copy of the attachment order (Pfändungsbeschluss), any transfer order
(Überweisungsbeschluss) and all other documents necessary for a defence against the attachment; 

  

	10.6	in the event of any increase in the capital of the Company and unless not prohibited under the terms of the Secured Documents, not to allow, without the prior written consent of the Secured Parties, acting through any
of the Pledgees, any party other than himself to subscribe for any Future Shares, and not to defeat, impair or circumvent in any way the rights of the Pledgees created hereunder; 


 

	10.7	to refrain from any acts or omissions, the purpose or effect of which is or would be the dilution of the value of the Shares or the Shares ceasing to exist, unless permitted or not prohibited under the terms of the
Secured Documents; 

  

	10.8	not to change the articles of association of the Company to the effect that any transfer of Shares shall only be possible with the consent of the shareholders; 


 

	10.9	not to amend, or vote for any amendment of, the articles of association of the Company to the extent that such amendment would or would be likely to materially and adversely affect the security interest of the Pledgees
created hereunder without the prior written consent of the Secured Parties, acting through any of the Collateral Agents; and 

  

	10.10	insofar as additional declarations or actions are necessary for the creation of the Pledges (or any of them) in favour of the Pledgees (or any of them), to make such declarations and undertake such actions at its own
costs and expenses at any of the Collateral Agent’s request. 

  

	11.	DURATION AND INDEPENDENCE 

  

	11.1	This Agreement shall remain in full force and effect until complete satisfaction of the Secured Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted,
(B) obligations and liabilities under Secured Cash Management Agreements and Secured Hedge Agreements and (C) letters of credit which have been cash collateralized in accordance with the terms of the Credit Agreement). The Pledges shall
not cease to exist, if the Loan Parties and/or the Notes Parties under the applicable Secured Documents have only temporarily discharged the respective Secured Obligations. 


 

	11.2	This Agreement shall create a continuing security and no change, amendment, or supplement whatsoever in the Secured Documents or in any document or agreement related to any of the Secured Documents shall affect the
validity or the scope of this Agreement nor the obligations which are imposed on the Pledgor pursuant to it. 

  

	11.3	This Agreement is independent from any other security or guarantee which may have been or will be given to the Secured Parties or the Collateral Agents (or any of them). None of such other security shall prejudice, or
shall be prejudiced by, or shall be merged in any way with this Agreement. 


  
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	11.4	Waiving Section 418 of the German Civil Code, the Pledgor hereby agrees that the security created hereunder shall not be affected by any transfer or assumption of the Secured Obligations to, or by, any third party.


  

	12.	RELEASE OF PLEDGE (PFANDFREIGABE) 

  

	12.1	Upon complete and irrevocable satisfaction of the Secured Obligations (other than (A) contingent indemnification obligations as to which no claim has been asserted, (B) obligations and liabilities under
Secured Cash Management Agreements and Secured Hedge Agreements and (C) letters of credit which have been cash collateralized in accordance with the terms of the Credit Agreement), the Pledgees will as soon as reasonably practicable declare the
release of the Pledges (Pfandfreigabe) to the Pledgor. For the avoidance of doubt, the parties are aware that upon full and complete satisfaction of the Secured Obligations the Pledges, due to their accessory nature
(Akzessorietät) cease to exist by operation of German mandatory law. 

  

	12.2	At any time when the total value of the aggregate security granted by the Pledgor and any of the other Obligors to secure the Secured Obligations (the “Security”), which can be expected to be realised
in the event of an enforcement of the Security (realisierbarer Wert), more than temporarily exceeds 110% of the Secured Obligations (the “Limit”), the Pledgees shall on demand of the Pledgor release such part of the Security
(Sicherheitenfreigabe) as the Pledgees may in their reasonable discretion determine so as to reduce the realisable value of the Security to the Limit. 

  

	13.	PARTIAL INVALIDITY; WAIVER 

  

	13.1	The parties agree that should at any time, any provisions of this Agreement be or become void (nichtig), invalid or due to any reason ineffective (unwirksam) this will indisputably (unwiderlegbar)
not affect the validity or effectiveness of the remaining provisions and this Agreement will remain valid and effective, save for the void, invalid or ineffective provisions, without any party having to argue (darlegen) and prove
(beweisen) the parties’ intent to uphold this Agreement even without the void, invalid or ineffective provisions. 

  

	13.2	The void, invalid or ineffective provision shall be deemed replaced by such valid and effective provision that in legal and economic terms comes closest to what the parties intended or would have intended in accordance
with the purpose of this Agreement if they had considered the point at the time of conclusion of this Agreement. 

  

	13.3	No failure to exercise, nor any delay in exercising, on the part of the Pledgees, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent
any further or other exercise thereof or the exercise of any other right or remedy. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies provided by law. 


 

	13.4	In particular, the Pledges shall not be affected and shall in any event extend to any and all shares in the Company even if the number or nominal value of the relevant Existing Shares or the aggregate share capital of
the Company as stated in Clause 2 are inaccurate or deviate from the actual facts. 


  
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	14.	AMENDMENTS 

 Changes and amendments to this Agreement including this Clause 14 shall
be made in writing, unless notarial form by operation of law is required. 
  

	15.	NOTICES AND THEIR LANGUAGE 

  

	15.1	All notices and communications under or in connection with this Agreement shall be in writing and shall be delivered by letter, posted or delivered by hand, or fax. Each notice or communication shall be given to the
relevant party at the address or fax number and marked for the attention of the person(s) or department from time to time specified in writing by that party to the other. The initial address, fax number and person(s) or department so specified by
each party are set out below: 

  

					
	For the Pledgor:	  	 AXALTA COATINGS SYSTEMS

BETEILIGUNGS GMBH

			
		  	Address:	  	Horbeller Strasse 17
		  		  	5058 Koln
			
		  	Fax:	  	+49 202 7699 3633
			
		  	Attention:	  	Legal Department
		
	For the Bank Collateral Agent:	  	BARCLAYS BANK PLC
			
		  	Address:	  	745 Seventh Avenue
		  		  	New York, NY 10019
			
		  	Fax:	  	+1 212 526 5115
			
		  	Attention:	  	Vanessa Kurbatskiy
		
	with copy to the Notes Collateral Agent:	  	 WILMINGTON TRUST,

NATIONAL ASSOCIATION

			
		  	Address:	  	246 Goose Lane,
		  		  	 Suite 105
 Guilford, CT 06437

			
		  	Fax:	  	+1 203 453 - 1183
			
		  	Attention:	  	Corporate Capital Markets

  

	15.2	Proof of posting or dispatch of any notice or communication to the Pledgor shall be deemed (widerlegbare Vermutung) to be proof of receipt (i) in case of a letter, on the second business day in the
country of receipt after posting, and (ii) in case of a fax transmission, on the business day in the country of receipt immediately following the date of its dispatch. 


  
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	15.3	Save for the notice pursuant to Section 1280 of the German Civil Code (which shall be substantially in the form of Schedule 3 attached hereto) any notice or other communication under or in connection with this
Agreement shall be in the English language or, if in any other language, accompanied by a translation into English. In the event of any conflict between the English text and the text in any other language, the English text shall prevail.


  

	16.	APPLICABLE LAW, JURISDICTION 

  

	16.1	This Agreement is governed by the laws of the Federal Republic of Germany. 

  

	16.2	The place of jurisdiction for any and all disputes arising under or in connection with this Agreement shall be the courts in Frankfurt am Main. The Pledgees however, shall also be entitled to take action against the
Pledgor in any other court of competent jurisdiction. Further, the taking of proceedings against the Pledgor in any one or more jurisdictions shall not preclude the taking of proceedings in any other jurisdiction (whether concurrently or not) if and
to the extent permitted by applicable law. 


  
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 The Notary advised the persons appearing: 

 

	•	 	that a pledge is a security instrument of strictly accessory nature (which means that it comes into legal existence only if, to the extent that, and as long as, the underlying secured claims do in fact exist, and that
the owners of the secured claims and the pledgees must be identical); 

  

	•	 	that notwithstanding Section 16 para 3 German Limited Liability Companies Act (Gesetz betreffend die Gesellschaft mit beschränkter Haftung) there is no bona fide creation, acquisition nor
ranking of a pledge of shares (in the sense that the pledgees are protected if the shares purported to be pledged do not exist or have been previously encumbered for the benefit of a third party); and 


 

	•	 	that the English original version of this Agreement will not be acceptable for enforcement but will have to be translated, by a certified translator, into German for such purposes. 


The Notary is hereby instructed to give notice of this Agreement and the Pledges of the rights pursuant to Clause 3 and Clause 4 to the Company by
means of sending to the Company a notice substantially in the form of Schedule 3 hereto which shall be accompanied by a certified copy of this Agreement. 

The above Agreement including the Schedules was read aloud by the Notary to the persons appearing, approved by them and signed by the persons appearing and by
the Notary in their own hand as follows: 

  
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