THIS SUPPLEMENTAL INDENTURE, dated as of June 13, 2024, is among TRANE TECHNOLOGIES FINANCING LIMITED, a Irish private limited company with registered office at 170/175 Lakeview Dr., Airside Business Park, Swords, Co. Dublin, Ireland (the “Company”), TRANE TECHNOLOGIES PLC, a public limited company duly organized and existing under the laws of Ireland (“Trane Parent”), TRANE TECHNOLOGIES GLOBAL HOLDING II COMPANY LIMITED, a corporation incorporated in Delaware (“Trane Global”), TRANE TECHNOLOGIES AMERICAS HOLDING CORPORATION, a corporation incorporated in Delaware (“Trane Americas”), TRANE TECHNOLOGIES LUX INTERNATIONAL HOLDING COMPANY S.À R.L., a Luxembourg private limited liability company (société à responsabilité limitée) with registered office at 1 avenue du Bois, L-1251 Luxembourg and registered with the RCS under number B182.971 (“Trane International”), TRANE TECHNOLOGIES HOLDCO INC., a corporation incorporated in Delaware (“Trane HoldCo”), TRANE TECHNOLOGIES IRISH HOLDINGS UNLIMITED COMPANY, an Irish private unlimited company (“Irish Holdings”), and TRANE TECHNOLOGIES COMPANY LLC, a Delaware limited liability company (“Trane Company” and, together with Trane Parent, Trane Global, Trane Americas, Trane International, Trane HoldCo, Irish Holdings and Trane Company, the “Guarantors”), and COMPUTERSHARE TRUST COMPANY, N.A., a national banking association, acting as Trustee under the Indenture referred to below (the “Trustee”).
WITNESSETH:
WHEREAS, the Company has duly authorized the execution and delivery of an Indenture dated as of June 13, 2024, among the Company, the Guarantors and the Trustee (the “Indenture”), to provide for the issuance from time to time of its unsecured debentures, notes or other evidences of indebtedness to be issued in one or more series (collectively, the “Securities” and each, a “Security”);
WHEREAS, each Guarantor has duly authorized the execution and delivery of the Indenture to provide for Guarantees of the Securities provided for therein, as endorsed on each Security and authenticated and delivered pursuant to the Indenture (collectively, the “Guarantees” and each, a “Guarantee”);
WHEREAS, Section 901 of the Indenture provides, among other things, that the Company, the Guarantors and the Trustee may enter into indentures supplemental to the Indenture for, among other things, the purpose of establishing the form and terms of the Securities of any series, as permitted under Sections 201 and 301 of the Indenture, and the form and terms of the Guarantees, as permitted under Sections 201 and 206 of the Indenture;
WHEREAS, the Company has determined to issue a series of Securities entitled the “5.100% Senior Notes due 2034,” (the “Senior Notes”), with such series guaranteed by the Guarantors pursuant to the Indenture;
WHEREAS, the Company and the Guarantors have each duly authorized the execution and delivery of this Supplemental Indenture in order to provide for certain supplements to the Indenture which shall only be applicable to the Senior Notes and the related Guarantees;
2