Exhibit 10.5

Execution Version

AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENT

This AMENDMENT NO. 3 TO FIRST LIEN CREDIT AGREEMENT, dated as of May 4, 2023 (this “Amendment”), is entered into among CLARIOS INTERNATIONAL LP, a limited partnership organized under the laws of the Province of Ontario (“Holdings”), acting by its general partner CLARIOS INTERNATIONAL GP LLC (the “Holdings General Partner”), CLARIOS GLOBAL LP, a limited partnership organized under the laws of the Province of Ontario (the “Aggregator Borrower”), acting by its general partner CLARIOS GLOBAL GP LLC (the “Aggregator Borrower General Partner”), CLARIOS US FINANCE COMPANY, INC., a corporation organized under the laws of the State of Delaware (the “Co-Borrower”), the other LOAN PARTIES party hereto, the LENDERS party hereto that are providing 2023 Term Loans (as defined below) (collectively, the “2023 Term Lenders”), the other LENDERS party hereto, and JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity, the “Administrative Agent”).

PRELIMINARY STATEMENTS

WHEREAS, Holdings, the Aggregator Borrower, the Administrative Agent, the Lenders and Issuing Banks from time to time party thereto and the other parties thereto have entered into that certain First Lien Credit Agreement, dated as of April 30, 2019 (as amended by that certain Amendment No. 1 to First Lien Credit Agreement dated as of March 5, 2021, as amended by that certain Refinancing and Incremental Amendment No. 2 to First Lien Credit Agreement dated as of March 14, 2023 and as further amended, restated, amended and restated, supplemented or otherwise modified from time to time prior to the date hereof, the “Credit Agreement” and as amended by this Amendment, the “Amended Credit Agreement”);

WHEREAS, pursuant to Sections 2.20 and 2.21 of the Credit Agreement, the Aggregator Borrower has requested that the 2023 Term Lenders provide new term loans (the “2023 Term Loans”) to the Borrowers in an aggregate principal amount of $2,750,000,000 (the “2023 Term Facility”) for the purpose of repaying in part the Amendment No. 1 Dollar Term Loans outstanding under the Credit Agreement immediately prior to the Third Amendment Effective Date (as defined below) (the “Existing Term Loans”) and the 2023 Term Lenders are willing to provide such 2023 Term Facility on the terms and conditions set forth in this Amendment;

WHEREAS, (i) as contemplated by Sections 2.20 and 2.21 of the Credit Agreement, the parties hereto have agreed to amend certain terms of the Credit Agreement as hereinafter provided to give effect to the incurrence of the 2023 Term Loans (the “Incremental/Refinancing Amendments”), (ii) this Amendment shall constitute an “Incremental Facility Amendment” and “Refinancing Amendment” with respect to the Credit Agreement (as applicable) and (iii) pursuant to Sections 2.20(i), 2.21, 9.02(b) and 9.02(f) of the Credit Agreement, the provisions governing amendments to the Credit Agreement set forth in Section 2.20 and/or 2.21 supersede any provisions of Sections 2.18 or 9.02 to the contrary;

WHEREAS, the 2023 Term Lenders are prepared to provide the 2023 Term Facility subject solely to the satisfaction (or waiver by the 2023 Term Lenders) of the conditions precedent to effectiveness set forth in Section 4 hereof (the “Conditions to Effectiveness”) and to become, if not already, a Term Lender for all purposes under the Amended Credit Agreement; and

WHEREAS, subject to the terms and conditions of the Credit Agreement, the Borrower, the Administrative Agent and the Required Lenders intend to effect certain additional amendments (other than the Incremental/Refinancing Amendments) (the “Specified Amendments”), which Specified Amendments are permitted pursuant to Section 9.02 of the Credit Agreement subject to the consent of the Required Lenders.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is acknowledged by each party hereto, the parties party hereto agree as follows:

Section 1. Defined Terms; Rules of Construction. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined, including the terms used in the preamble and recitals hereto, shall have the meanings assigned to such terms in the Amended Credit Agreement. As used in this Amendment, “Loan Parties” shall include the Aggregator Borrower General Partner. The rules of construction specified in Sections 1.02 through 1.17 of the Amended Credit Agreement shall apply to this Amendment, including the preamble and recitals hereto.

Section 2. 2023 Term Facility. Pursuant to Sections 2.20, 2.21 and 9.02 of the Credit Agreement, and subject solely to the satisfaction (or waiver by the 2023 Term Lenders) of the Conditions to Effectiveness, on and as of the Third Amendment Effective Date (which date is May 4, 2023):

(a) Each 2023 Term Lender commits, severally and not jointly, to provide 2023 Term Loans to the Borrowers on the Third Amendment Effective Date in Dollars in its respective amount set forth on Schedule A attached hereto (the “2023 Term Commitments”), in each case pursuant to the provisions of Section 1.08, Section 2.20 and Section 2.21 of the Credit Agreement, subject to the conditions set forth herein and in the Amended Credit Agreement. The 2023 Term Loans shall constitute a new Class of Term Loans for purposes of the Amended Credit Agreement, having the terms and provisions set forth in the Amended Credit Agreement.

(b) The 2023 Term Lenders, the Administrative Agent and the Loan Parties party hereto agree that this Amendment shall constitute an Incremental Facility Amendment pursuant to and in accordance with Section 2.20 of the Amended Credit Agreement and a Refinancing Amendment pursuant to and in accordance with Section 2.21 of the Amended Credit Agreement.

(c) Each 2023 Term Lender (i) confirms that it has received a copy of the Credit Agreement and the other Loan Documents, together with copies of the financial statements referred to therein and such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Amendment, (ii) agrees that it will, independently and without reliance upon the Administrative Agent, any other 2023 Term Lender or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement and/or the Amended Credit Agreement, (iii) appoints and authorizes the Administrative Agent and Collateral Agent to take such action as agent on its behalf and to exercise such powers under the Credit Agreement, the Amended Credit Agreement and/or the other Loan Documents as are delegated to the Administrative Agent or the Collateral Agent, as applicable, by the terms thereof, together with such powers as are reasonably incidental thereto and (iv) agrees that it will perform in accordance with their terms all of the obligations which by the terms of the Amended Credit Agreement are required to be performed by it as a Term Lender.

(d) For purposes of the Amended Credit Agreement, the initial notice address of each 2023 Term Lender shall be as set forth below its signature below or as otherwise notified to the Aggregator Borrower and the Administrative Agent.

(e) Each 2023 Term Lender that is not a U.S. person (as defined in Section 7701(a)(30) of the Code), if any, shall deliver to the Administrative Agent such forms, certificates or other evidence with respect to United States federal income tax withholding matters as such 2023 Term Lender may be required to deliver to the Administrative Agent pursuant to Section 2.17 of the Credit Agreement.

(f) Immediately upon the occurrence of the Third Amendment Effective Date, the Administrative Agent will record the 2023 Term Loans made by each 2023 Term Lender in the Register.

Section 3. Amendments to Credit Agreement. Pursuant to Sections 2.20, 2.21 and 9.02 of the Credit Agreement, subject solely to the satisfaction (or waiver by the 2023 Term Lenders) of the Conditions to Effectiveness, on and as of the Third Amendment Effective Date, the Credit Agreement shall be amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the Credit Agreement attached as Exhibit A hereto; provided that, for purposes hereof, the Specified Amendments shall be effective immediately following the establishment and funding of the 2023 Term Loans and the repayment of the Existing Term Loans.

Section 4. Conditions to Effectiveness. The effectiveness of the amendments pursuant to Section 3 above, and the obligation of the 2023 Term Lenders to make the 2023 Term Loans pursuant to Section 2 above, shall be subject solely to the satisfaction (or waiver by the 2023 Term Lenders) of the following conditions (the date of such satisfaction (or waiver), the “Third Amendment Effective Date”):

(a) the Administrative Agent shall have received from (i) each Loan Party party hereto, (ii) each 2023 Term Lender, an executed counterpart of this Amendment (by electronic transmission or otherwise) and (iii) each other Lender that elects to become a party hereto (by electronic transmission or otherwise);

(b) the Administrative Agent shall have received a Borrowing Request in respect of the 2023 Term Loans not later than, (i) if the 2023 Term Loans will initially be a Term SOFR Borrowing, 1:00 p.m., New York City time, one Business Day before the Third Amendment Effective Date or (ii) if the 2023 Term Loans will initially be an ABR Borrowing, 11:00 a.m., New York City time, on the Third Amendment Effective Date, in each case as such time may be modified by the Administrative Agent;

(c) substantially concurrently with the making of the 2023 Term Loans, certain of the Existing Term Loans (together with any accrued but unpaid interest thereon and all fees or premiums, if any, with respect thereto) shall be repaid or paid, as applicable, in part with the proceeds of the 2023 Term Loans;

(d) the Administrative Agent shall have received customary written opinions of each of (i) Davis Polk & Wardwell LLP, special New York counsel for the Loan Parties, (ii) Ashurst LLP, German counsel for the Loan Parties (but limited to issues of capacity of German Loan Parties), (iii) Buren N.V., Dutch counsel for the Loan Parties, (iv) Ritch, Mueller y Nicolau, S.C., Mexican counsel for the Loan Parties (but limited to issues of capacity of the Mexican Loan Parties), (v) Torys LLP, Canadian counsel for the Loan Parties, (vi) Morris, Nichols, Arsht & Tunnell LLP, Delaware counsel for the Loan Parties and (vii) Quarles & Brady LLP, Wisconsin counsel for the Loan Parties;

(e) the Administrative Agent shall have received a certificate of the Aggregator Borrower, dated the Third Amendment Effective Date, certifying, to the extent reasonably required by the Administrative Agent (i) that either (x) attached thereto is a copy of each Organizational Document of each Loan Party, certified, to the extent applicable, as of a recent date by the applicable Governmental Authority or (y) there has been no change to such Organizational Document since last delivered to the Administrative Agent, (ii) to the extent not previously delivered to the Administrative Agent and required in respect of a Responsible Officer executing this Amendment, as to the signature and incumbency of the Responsible Officers of each Loan Party, (iii) that attached thereto are resolutions of the Board of Directors or, to the extent applicable, of the shareholders of each Loan Party approving, or general powers-of-attorney permitting, and authorizing the execution, delivery and performance of this Amendment, solely to the extent execution and delivery of this Amendment is not authorized by prior resolutions of the applicable Loan Party and (iv) that attached thereto are good standing certificates (to the extent such concept exists) (or the

equivalent for any non-U.S. jurisdiction (to the extent such concept exists)) from the applicable Governmental Authority of each Loan Party’s jurisdiction of incorporation, organization or formation;

(f) the Administrative Agent shall have received a certificate, dated as of the Third Amendment Effective Date and signed by a Responsible Officer of the Aggregator Borrower, to the effect that on and as of the Third Amendment Effective Date, after giving effect to this Amendment, no Event of Default shall have occurred and be continuing;

(g) the Administrative Agent shall have received, at least three Business Days prior to the Third Amendment Effective Date, all documentation and other information about any Loan Party required by United States or Canadian regulatory authorities under applicable “know your customer” and Anti-Money Laundering Laws, including without limitation Title III of the USA Patriot Act and the Canadian AML Act and, if any Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, the Administrative Agent shall have received either (x) a Beneficial Ownership Certification in relation to each Borrower or (y) confirmation from the Aggregator Borrower that the most recent Beneficial Ownership Certificate delivered to the Administrative Agent remains true and correct in all material respects; and

(h) prior to or substantially concurrently with the Third Amendment Effective Date, the Administrative Agent shall have received all fees and expenses due and payable on or prior to the Third Amendment Effective Date (or made arrangements therefor satisfactory to the Administrative Agent), including reimbursement or payment of all reasonable and documented out-of-pocket expenses of the Administrative Agent, to the extent invoiced at least two Business Days prior to the Third Amendment Effective Date and required to be paid pursuant to Section 9.03 of the Credit Agreement.

By its execution and delivery of this Amendment, the Administrative Agent, each 2023 Term Lender and each other Lender party hereto agree that each of the Conditions to Effectiveness and all requirements of Sections 2.20 and 2.21 of the Credit Agreement have been satisfied or waived. The Administrative Agent shall, at the Aggregator Borrower’s request, confirm the occurrence of the Third Amendment Effective Date, and notwithstanding the foregoing, such confirmation and the effectiveness of this Amendment shall be conclusive and binding on each other party hereto.

Section 5. Post-Closing Obligations. Holdings, the Aggregator Borrower and the Loan Parties (as applicable) shall execute and deliver the applicable documents, or take the applicable actions, as the case may be, set forth on Exhibit B hereto within the time periods set forth on Exhibit B (or by such later time as the Administrative Agent may agree in its reasonable discretion), in each case subject in all respects to the Agreed Security Principles and solely to the extent necessary to satisfy the Collateral and Guarantee Requirement.

Section 6. Effects of Amendment.

(a) Except as expressly set forth herein, this Amendment shall not limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Administrative Agent under the Credit Agreement or any other Loan Document, and shall not (and shall not be deemed to) alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements of the Borrowers contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed by the Loan Parties in all respects and shall continue in full force and effect. This Amendment shall not constitute a novation of the Credit Agreement or any of the Loan Documents. Except as expressly set forth herein, nothing herein shall (or shall be deemed to) alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document in similar or different circumstances.

(b) From and after the Third Amendment Effective Date, (i) each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the “Credit Agreement” in any other Loan Document shall in each case be deemed a reference to the Amended Credit Agreement and (ii) all references in the Credit Agreement and each of the other Loan Documents shall be deemed to be references to the Amended Credit Agreement. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

Section 7. Representations and Warranties. In order to induce the Administrative Agent, the 2023 Term Lenders to enter into this Amendment, the Borrowers represent and warrant to the Administrative Agent and the 2023 Term Lenders that:

(a) Each Loan Party has the corporate power or other organizational power and authority, as applicable, to execute, deliver and perform its obligations under this Amendment, the Amended Credit Agreement, and each other Loan Document to which it is party.

(b) This Amendment has been duly authorized, executed and delivered by each Loan Party party hereto and constitutes a legal, valid and binding obligation of the Loan Parties party hereto, enforceable against such Loan Parties in accordance with its terms, subject to the Legal Reservations.

(c) The execution, delivery and performance of the obligations under this Amendment (i) do not require any material consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for Perfection Requirements and other filings or actions necessary to perfect Liens created under the Loan Documents, (ii) will not violate (x) the Organizational Documents of Holdings, the Borrowers or any other Loan Party or (y) any material Requirements of Law applicable to Holdings, the Borrowers or any other Loan Party, (iii) will not violate or result in a default under any indenture or other agreement or instrument that constitutes Material Indebtedness binding upon Holdings, the Borrowers or any other Loan Party or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by Holdings, the Borrowers or any other Loan Party, or give rise to a right of, or result in, termination, cancellation or acceleration of any obligation thereunder and (iv) will not result in the creation or imposition of any Lien on any asset of Holdings, the Borrowers or any other Loan Party, except Liens created under the Loan Documents, the ABL Loan Documents, the Secured Notes Documents and other Liens permitted under Section 6.02 of the Credit Agreement, except (in the case of each of clauses (i), (ii)(y), (iii) and (iv) above) to the extent that the failure to obtain or make such consent, approval, registration, filing or action, or such violation, default or right or creation or imposition as the case may be, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

(d) The representations and warranties of Holdings and the Borrower set forth in Article III of the Credit Agreement are true and correct in all material respects on and as of the date hereof; provided, that, to the extent that such representations and warranties specifically refer to an earlier date, they were instead true and correct in all material respects as of such earlier date.

Section 8. Reaffirmation. By executing and delivering a copy hereof, (i) each Borrower and each other Loan Party hereby (A) agrees that all Secured Obligations (including, without limitation, the 2023 Term Loans) are (or shall be) guaranteed pursuant to the Guarantee Agreement in accordance with the terms and provisions thereof and are (or shall be) secured pursuant to the Security Documents in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) reaffirms its prior grant and the validity of the Liens granted by it pursuant to the Security Documents, (B) agrees that, after giving effect to this Amendment and the taking of the actions set forth on Exhibit B, the Guarantee Agreement and the Liens created pursuant to the Security Documents for the benefit of the

Secured Parties (including, without limitation, the 2023 Term Lenders) continue to be in full force and effect, subject to the Perfection Requirements and permitted non-perfection, and (C) affirms, acknowledges and confirms all of its obligations and liabilities under the Amended Credit Agreement and each other Loan Document to which it is a party, all as provided in such Loan Documents, and acknowledges and agrees that such obligations and liabilities continue in full force and effect in respect of, and in the case of Liens arising under the Loan Documents to secure, the Secured Obligations under the Credit Agreement and the other Loan Documents (including, without limitation, the Secured Obligations with respect to the 2023 Term Loans), in each case after giving effect to this Amendment and the taking of the actions set forth on Exhibit B and subject to the Perfection Requirements and permitted non-perfection. Furthermore, each Loan Party incorporated in the Netherlands hereby confirms that any Lien created by it under the Security Documents has always been intended to extend to the obligations of the Secured Parties under the Loan Documents as amended and restated from time to time, including as amended by this Amendment, and shall so extend thereto in accordance with the terms of the Loan Documents.

Section 9. Miscellaneous.

(a) Entire Agreement; Amendment, Modification and Waiver. This Amendment, the Credit Agreement and the other Loan Documents constitute the entire agreement among the parties hereto with respect to the subject matter hereof and thereof and supersede all other prior agreements and understandings, both written and verbal, among the parties hereto with respect to the subject matter hereof. This Amendment may not be amended, modified or waived except by an instrument or instruments in writing, in accordance with the provisions of Section 9.02 of the Credit Agreement.

(b) Severability. Any provision of this Amendment held to be invalid, illegal or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction.

(c) Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original, and all of which, when taken together, shall constitute one agreement. Delivery of an executed signature page to this Amendment by facsimile or electronic transmission (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart hereof. For the avoidance of doubt, the authorization under this paragraph may include, without limitation, use or acceptance by the parties hereto of a manually signed paper communication which has been converted into electronic form (such as scanned into .pdf format), or an electronically signed communication converted into another format, for transmission, delivery and/or retention and, for the further avoidance of doubt, the words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Amendment shall be deemed to include electronic signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity and enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act, or any other state laws based on the Uniform Electronic Transactions Act, and the parties hereto consent to conduct the transactions contemplated hereunder by electronic means. For the avoidance of doubt, the foregoing also applies to any amendment, extension or renewal of this Amendment. Each of the parties represents and warrants to the other parties that it has the corporate capacity and authority to execute this Amendment through electronic means and there are no restrictions for doing so in that party’s constitutive documents. This Amendment shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.

(d) Headings. Section headings used herein are for convenience of reference only, are not part of this Amendment and shall not affect the construction of, or be taken into consideration in interpreting, this Amendment.

(e) Miscellaneous Provisions. The provisions of Sections 9.09, 9.10 and 9.18 of the Amended Credit Agreement are hereby incorporated by reference and apply mutatis mutandis hereto.

(f) Arrangers. The arrangers of this Amendment are JPMorgan Chase Bank, N.A., BofA Securities Inc., BMO Capital Markets Corp., The Bank of Nova Scotia, Barclays Bank PLC, Canadian Imperial Bank of Commerce, Citigroup Global Markets Inc., Credit Suisse Loan Funding LLC, Deutsche Bank Securities Inc., Goldman Sachs Bank USA, HSBC Securities (USA) Inc., RBC Capital Markets, The Toronto-Dominion Bank, New York Branch, BNP Paribas Securities Corp., Credit Agricole Corporate and Investment Bank, ING Capital LLC, Brookfield Capital Solutions LLC, Santander Bank, N.A., Standard Charter Bank, and US Bank, National Association.

[Signature Pages Follow]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective officers thereunto duly authorized as of the date first written above.

CLARIOS INTERNATIONAL LP,

as Holdings and a Guarantor

By: CLARIOS INTERNATIONAL GP LLC,

its general partner


By:		/s/ Claudio Morfe
		Name: Claudio Morfe
		Title: Vice President and Secretary

CLARIOS GLOBAL LP,

as Aggregator Borrower and a Guarantor

By: CLARIOS GLOBAL GP LLC,

its general partner


By:		/s/ Claudio Morfe
		Name: Claudio Morfe
		Title: Manager, Vice President and Secretary

CLARIOS US FINANCE COMPANY, INC.,

as Co-Borrower and a Guarantor


By:		/s/ Claudio Morfe
		Name: Claudio Morfe
		Title: Director, Vice President and Secretary

[Signature Page to Amendment No. 3 to First Lien Credit Agreement]

Execution Version


CLARIOS, LLC, as a Guarantor

By:		/s/ Claudio Morfe
		Name: Claudio Morfe
		Title: Manager, Vice President and Secretary

[Signature Page to Refinancing Amendment No. 2 to First Lien Credit Agreement]


CLARIOS GLOBAL GP LLC, as a Guarantor

By:		/s/ Claudio Morfe
		Name: Claudio Morfe
		Title: Manager, Vice President and Secretary


CLARIOS BCD LLC, as a Guarantor

By:		/s/ Claudio Morfe
		Name: Claudio Morfe
		Title: Manager, Vice President and Secretary


CLARIOS ADVANCED SOLUTIONS LLC, as a Guarantor

By:		/s/ Claudio Morfe
		Name: Claudio Morfe
		Title: Manager


CLARIOS COMPONENTS, LLC,
as a Guarantor

By:		/s/ Claudio Morfe
		Name: Claudio Morfe
		Title: Manager, Vice President and Secretary


CLARIOS INVESTMENT, LLC, as a Guarantor

By:		/s/ Claudio Morfe
		Name: Claudio Morfe
		Title: Manager, Vice President and Secretary

[Signature Page to Amendment No. 3 to First Lien Credit Agreement]


CLARIOS INTERSTATE BATTERY HOLDING LLC, as a Guarantor

By:		/s/ Claudio Morfe
		Name: Claudio Morfe
		Title: Manager, Vice President and Secretary


CPS TECHNOLOGY HOLDINGS LLC, as a Guarantor

By:		/s/ Claudio Morfe
		Name: Claudio Morfe
		Title: Manager, Vice President and Secretary


CLARIOS USA LLC, as a Guarantor

By:		/s/ Claudio Morfe
		Name: Claudio Morfe
		Title: Manager, Vice President and Secretary


CLARIOS APS PRODUCTION LLC, as a Guarantor

By:		/s/ Claudio Morfe
		Name: Claudio Morfe
		Title: Manager, Vice President and Secretary

[Signature Page to Amendment No. 3 to First Lien Credit Agreement]


CLARIOS EUROPEAN HOLDING LLC, as a Guarantor

By:		/s/ Claudio Morfe
		Name: Claudio Morfe
		Title: Manager, Vice President and Secretary


CLARIOS MEXICO HOLDING LLC, as a Guarantor

By:		/s/ Claudio Morfe
		Name: Claudio Morfe
		Title: Manager


CLARIOS VENTURES HOLDINGS LLC, as a Guarantor

By:		/s/ Claudio Morfe
		Name: Claudio Morfe
		Title: Manager, Vice President and Secretary


CLARIOS NEW VENTURE INVESTMENT LLC, as a Guarantor

By:		/s/ Claudio Morfe
		Name: Claudio Morfe
		Title: Manager, Vice President and Secretary


CLARIOS NLI HOLDINGS LLC, as a Guarantor

By:		/s/ Claudio Morfe
		Name: Claudio Morfe
		Title: Manager, Vice President and Secretary

[Signature Page to Amendment No. 3 to First Lien Credit Agreement]


CLARIOS US VENTURES LLC, as a Guarantor

By:		/s/ Claudio Morfe
		Name: Claudio Morfe
		Title: Manager, Vice President and Secretary


CPS US TECHNOLOGY HOLDINGS LLC, as a Guarantor

By:		/s/ Claudio Morfe
		Name: Claudio Morfe
		Title: Manager, Vice President and Secretary

[Signature Page to Amendment No. 3 to First Lien Credit Agreement]


CLARIOS RECYCLING GMBH, as a Guarantor

By:		/s/ Frank Toubartz
		Name: Frank Toubartz
		Title: Managing Director

By:		/s/ Bettina Koback
		Name: Bettina Koback
		Title: Managing Director

[Signature Page to Amendment No. 3 to First Lien Credit Agreement]


CLARIOS GERMANY HOLDING GMBH, as a Guarantor

By:		/s/ Udo Schade
		Name: Udo Schade
		Title: Officer

By:		/s/ Patricia Krüger
		Name: Patricia Krüger
		Title: Officer

CLARIOS BETEILIGUNGS GMBH, as a Guarantor

By:		/s/ Udo Schade
		Name: Udo Schade
		Title: Officer

By:		/s/ Patricia Krüger
		Name: Patricia Krüger
		Title: Officer

CLARIOS GERMANY GMBH & CO. KG, Represented by its general partner Clarios Germany Holding GmbH as a Guarantor

By:		/s/ Udo Schade
		Name: Udo Schade
		Title: Officer

By:		/s/ Patricia Krüger
		Name: Patricia Krüger
		Title: Officer

[Signature Page to Amendment No. 3 to First Lien Credit Agreement]


CLARIOS MANAGEMENT GMBH, as a Guarantor

By:		/s/ Udo Schade
		Name: Udo Schade
		Title: Officer

By:		/s/ Patricia Krüger
		Name: Patricia Claudia Krüger
		Title: Officer

CLARIOS VARTA HANNOVER GMBH, as a Guarantor

By:		/s/ Udo Schade
		Name: Udo Schade
		Title: Officer

By:		/s/ Patricia Krüger
		Name: Patricia Claudia Krüger
		Title: Officer

CLARIOS ZWICKAU GMBH & CO. KG, Represented by its general partner Clarios Germany Holding GmbH as a Guarantor

By:		/s/ Udo Schade
		Name: Udo Schade
		Title: Officer

By:		/s/ Patricia Krüger
		Name: Patricia Krüger
		Title: Officer

Clarios International Inc. S-1/A