RIGHTS AGREEMENT Dated as of February 24, 2018 between Spectrum Brands Holdings, Inc. and COMPUTERSHARE TRUST COMPANY, N.A. as Rights AgentRights Agreement • February 26th, 2018 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This Rights Agreement (this “Agreement”), dated as of February 24, 2018, is between Spectrum Brands Holdings, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a federally chartered trust company (the “Rights Agent”).
REGISTRATION RIGHTS AGREEMENT among SB/RH HOLDINGS, INC., HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD., HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P., GLOBAL OPPORTUNITIES BREAKAWAY LTD., AVENUE INTERNATIONAL MASTER, L.P., AVENUE...Registration Rights Agreement • March 29th, 2010 • Spectrum Brands Holdings, Inc. • New York
WHEREAS, concurrently with the execution and delivery of this Agreement, the Company, Battery Merger Corp., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“Battery Merger Sub”), Grill Merger Corp., a Delaware corporation and a direct wholly-owned subsidiary of the Company (“RH Merger Sub”), Battery Brands, Inc. a Delaware corporation (“Battery”), and RH, Inc., a Delaware corporation (“RH”), are entering into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), pursuant to which (i) Battery Merger Sub shall merge with and into Battery, with Battery as the surviving corporation (the “Battery Merger”), and (ii) RH Merger Sub shall merge with and into RH, with RH as the surviving corporation (the “RH Merger” and, together with the Battery Merger, the “Mergers”);
CREDIT AGREEMENT dated as of June 23, 2015 among SPECTRUM BRANDS, INC. as the Lead Borrower, SB/RH HOLDINGS, LLC, as Holdings THE LENDERS PARTY HERETO and DEUTSCHE BANK AG NEW YORK BRANCH as Administrative Agent and Collateral Agent and DEUTSCHE BANK...Credit Agreement • June 23rd, 2015 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
CREDIT AGREEMENT dated as of June 23, 2015 (the “Agreement”) by and among SPECTRUM BRANDS, INC., a Delaware corporation (the “Lead Borrower”), SB/RH HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given to it in Article I), DEUTSCHE BANK AG NEW YORK BRANCH. (“DBNY”), in its capacities as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”), as collateral agent for the Lenders (in such capacity, including any successor thereto, the “Collateral Agent”), and DBNY, CREDIT SUISSE AG CAYMAN ISLANDS BRANCH (“CS”), JPMORGAN CHASE BANK, N.A. (“JPM”) and BANK OF AMERICA, N.A. (“BofA”), each as an Issuing Bank.
VOTING AGREEMENTVoting Agreement • February 26th, 2018 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
WHEREAS, in order to induce the Company and Spectrum Brands Holdings, Inc., a Delaware corporation (“Spectrum”) to enter into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”) by and among the Company, Spectrum, HRG SPV Sub I, Inc., a Delaware corporation, and HRG SPV Sub II, LLC, a Delaware limited liability company, Stockholder has agreed to enter into this Agreement with respect to all shares of common stock, par value $0.01 per share, of the Company that Stockholder beneficially owns (the “Shares”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • December 19th, 2016 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This EMPLOYMENT AGREEMENT ("Agreement") was originally entered into as of September 1, 2014 ("Effective Date") and is hereby amended and restated as of December 15, 2016 by and between Spectrum Brands, Inc., a Delaware corporation, (the "Company") and Douglas L. Martin ("Executive").
EMPLOYMENT AGREEMENTEmployment Agreement • January 21st, 2016 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of January 20, 2016 by and among Spectrum Brands, Inc., a Delaware corporation (the “Company”), Spectrum Brands Holdings, Inc., a Delaware corporation (the “Parent”), and David M. Maura (“Executive”).
AMENDED AND RESTATED SEVERANCE AGREEMENTSeverance Agreement • December 19th, 2016 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Agreement, originally effective as of May 1, 2012 (the "Effective Date") and amended and restated as of December 15, 2016, is made by and between Spectrum Brands, Inc. (the "Company"), a Delaware corporation, with its world headquarters located at 3001 Deming Way, Middleton, WI 53562, and Nathan E. Fagre (the "Executive").
CREDIT AGREEMENT dated as of December 17, 2012 among SPECTRUM BRANDS, INC. as Lead Borrower and SPECTRUM BRANDS CANADA, INC., as Canadian Borrower, SB/RH HOLDINGS, LLC, THE LENDERS PARTY HERETO and DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative...Credit Agreement • February 8th, 2013 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
CREDIT AGREEMENT dated as of December 17, 2012, among SPECTRUM BRANDS, INC., a Delaware corporation (the “Lead Borrower” or “Spectrum”), SPECTRUM BRANDS CANADA, INC., a Canadian corporation (the “Canadian Borrower” and, together with the Lead Borrower, collectively, the “Borrowers”), SB/RH HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the Lenders (such term and each other capitalized term used but not defined in this introductory statement having the meaning given to it in Article I), DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent for the Lenders (in such capacity, including any successor thereto, the “Administrative Agent”), DEUTSCHE BANK SECURITIES INC. and BARCLAYS BANK PLC (“Barclays”) as joint lead arrangers (“Joint Lead Arrangers”) and joint bookrunners (“Joint Bookrunners”), Barclays as syndication agent (in such capacity, the “Syndication Agent”) and JEFFERIES GROUP, INC., SUNTRUST BANK and THE BANK OF TOKYO-MITSUBISHI UFJ, LTD. as co-documentatio
AGREEMENT AND PLAN OF MERGER BY AND AMONG HRG GROUP, INC. HRG SPV SUB I, INC., HRG SPV SUB II, LLC, AND SPECTRUM BRANDS HOLDINGS, INC. DATED AS OF FEBRUARY 24, 2018Agreement and Plan of Merger • February 26th, 2018 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This AGREEMENT AND PLAN OF MERGER (as hereinafter amended, modified or changed from time to time in accordance with the terms hereof, this “Agreement”), dated as of February 24, 2018 is by and among HRG Group, Inc., a Delaware corporation (“Halley”), HRG SPV Sub I, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Halley (“Merger Sub 1”), HRG SPV Sub II, LLC., a Delaware limited liability company and a direct wholly owned Subsidiary of Halley (“Merger Sub 2”, and together with Merger Sub 1, “Merger Sub”) and Spectrum Brands Holdings, Inc., a Delaware corporation (“Saturn”).
LIMITED GUARANTEELimited Guarantee • March 29th, 2010 • Spectrum Brands Holdings, Inc. • Delaware
LIMITED GUARANTEE, dated as of February 9, 2010 (this “Limited Guarantee”), by Harbinger Capital Partners Master Fund I, Ltd., a Cayman Islands exempted company (the “Guarantor”) in favor of Spectrum Brands, Inc., a Delaware corporation (the “Guaranteed Party”). Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement (as defined below).
SHAREHOLDER AGREEMENTShareholder Agreement • February 26th, 2018 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This SHAREHOLDER AGREEMENT, dated as of February 24, 2018 (this “Agreement”) and, except as otherwise set forth in Section 5.1, effective as of the Closing (the “Effective Time”), is by and between Leucadia National Corporation, a New York corporation (“Leucadia”), and HRG Group, Inc. (to be renamed Spectrum Brands Holdings, Inc. at the Closing of the Merger), a Delaware corporation (the “Company” and together with Leucadia, the “Parties” and each, a “Party”).
SECURITY AGREEMENT Dated as of June 23, 2015 among SPECTRUM BRANDS, INC., as the Lead Borrower, each Subsidiary Guarantor from time to time party hereto, SB/RH HOLDINGS, LLC, as Holdings, and DEUTSCHE BANK AG NEW YORK BRANCH, as Collateral AgentSecurity Agreement • June 23rd, 2015 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
SECURITY AGREEMENT dated as of June 23, 2015 (this “Agreement”), by and among Spectrum Brands, Inc., a Delaware corporation (the “Lead Borrower”), each Subsidiary Guarantor (as defined below), SB/RH Holdings, LLC, a Delaware limited liability company (“Holdings”), and Deutsche Bank AG New York Branch (“DBNY”), as collateral agent for the Secured Parties referred to herein (together with its successors and assigns in such capacity, the “Collateral Agent”).
SEPARATION AGREEMENTSeparation Agreement • March 7th, 2011 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Wisconsin
This Agreement is between Spectrum Brands, Inc. (which in this Separation Agreement is referred to as the “Company”) and me, John Wilson. For good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:
RETENTION AGREEMENTRetention Agreement • May 5th, 2014 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Retention Agreement (the “Agreement”) is entered into as of April 29, 2014 (the “Effective Date”) by and between Spectrum Brands, Inc., a Delaware corporation, (the “Company”) and Anthony L. Genito (“Executive”).
Fourth Amendment to the Amended and Restated Employment AgreementEmployment Agreement • November 22nd, 2010 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Wisconsin
FOURTH AMENDMENT, dated as of, and effective, November 16, 2010 (this “Amendment”), to the Amended and Restated Employment Agreement dated as of January 16, 2007 (the “Agreement”) by and between Spectrum Brands, Inc. (the “Company”) and John A. Heil (the “Executive”).
First Amendment to the Employment AgreementEmployment Agreement • September 29th, 2017 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
FIRST AMENDMENT, dated as of, and effective, September 26, 2017 (this “Amendment”), to the Employment Agreement dated as of January 20, 2016 (the “Agreement”) by and between Spectrum Brands, Inc., a Delaware corporation (the “Company”), Spectrum Brands Holdings, Inc., a Delaware corporation (“Parent”) and David M. Maura (the “Executive”).
SPECTRUM BRANDS HOLDINGS, INC. PERFORMANCE COMPENSATION AWARD AGREEMENTPerformance Compensation Award Agreement • February 1st, 2017 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS PERFORMANCE COMPENSATION AWARD AGREEMENT (the “Agreement”) is made effective as of , 20 (hereinafter the “Date of Grant”), between Spectrum Brands Holdings, Inc. (the “Company”), and [NAME] (the “Participant”).
First Amendment to the Employment AgreementEmployment Agreement • November 22nd, 2010 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
FIRST AMENDMENT, dated as of, and effective, November 16, 2010 (this “Amendment”), to the Employment Agreement dated as of August 11, 2010 (the “Agreement”) by and between Spectrum Brands, Inc., a Delaware corporation (the “Company”), Spectrum Brands Holdings, Inc., a Delaware corporation (“Parent”) and David R. Lumley (the “Executive”).
SPECTRUM BRANDS HOLDINGS, INC. 2011 OMNIBUS EQUITY AWARD PLAN RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • February 1st, 2017 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), is made, effective as of , 20 (hereinafter the “Date of Grant”), between Spectrum Brands Holdings, Inc. (the “Company”), and [NAME] (the “Participant”).
Third Amendment to the Employment AgreementEmployment Agreement • November 22nd, 2010 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Georgia
THIRD AMENDMENT, dated as of, and effective, November 16, 2010 (this “Amendment”), to the Employment Agreement dated as of June 9, 2008 (the “Agreement”) by and between Spectrum Brands, Inc., (the “Company”), and Anthony L. Genito (the “Executive”).
First Amendment to the Employment AgreementEmployment Agreement • November 22nd, 2010 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
FIRST AMENDMENT, dated as of, and effective, November 16, 2010 (this “Amendment”), to the Employment Agreement dated as of August 16, 2010 (the “Agreement”) by and between Spectrum Brands, Inc., a Delaware corporation (the “Company”), and Terry L. Polistina (the “Executive”).
VOTING AGREEMENTVoting Agreement • February 26th, 2018 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
WHEREAS, in order to induce the Company and Spectrum Brands Holdings, Inc., a Delaware corporation (“Spectrum”) to enter into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”) by and among the Company, Spectrum, HRG SPV Sub I, Inc., a Delaware corporation, and HRG SPV Sub II, LLC, a Delaware limited liability company, Stockholder has agreed to enter into this Agreement with respect to all shares of common stock, par value $0.01 per share, of the Company that Stockholder beneficially owns (the “Shares”) and that certain share of Series A Participating Convertible Preferred Stock of the Company that the Stockholder beneficially owns (the “Preferred Share”).
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • August 17th, 2010 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 11th day of August, 2010, by and between Spectrum Brands, Inc., a Delaware corporation (the “Company”), Spectrum Brands Holdings, Inc., a Delaware corporation (“Parent”) and David R. Lumley (the “Executive”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • June 8th, 2018 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), effective as of June 8, 2018 is by and among HRG Group, Inc., a Delaware corporation (“Halley”), HRG SPV Sub I, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Halley (“Merger Sub 1”), HRG SPV Sub II, LLC., a Delaware limited liability company and a direct wholly owned Subsidiary of Halley (“Merger Sub 2”, and together with Merger Sub 1, “Merger Sub”) and Spectrum Brands Holdings, Inc., a Delaware corporation (“Saturn”).
TRANSITION EMPLOYMENT AGREEMENTTransition Employment Agreement • February 5th, 2015 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS TRANSITION EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 8th day of January, 2015 (the “Effective Date”), by and between Spectrum Brands, Inc., a Delaware corporation (the “Company”), Spectrum Brands Holdings, Inc., a Delaware corporation (“Parent”) and David R. Lumley (the “Executive”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • January 3rd, 2013 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Wisconsin
This Separation Agreement and Release (“Agreement”) is entered into as of the 28th day of December, 2012 and is between Spectrum Brands, Inc. (which in this Agreement is referred to as the “Company”) and me, John Heil. For good and valuable consideration, the sufficiency of which is acknowledged, the parties agree as follows:
LOAN GUARANTYJoinder Agreement • June 23rd, 2015 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS LOAN GUARANTY (as it may be amended, restated, amended and restated, supplemented or otherwise modified from time to time, this “Loan Guaranty”) is entered into as of June 23, 2015, by and among SB/RH Holdings, LLC, a Delaware limited liability company (“Holdings”), the Subsidiary Parties (as defined below) from time to time party hereto (Holdings and the Subsidiary Parties, collectively, the “Loan Guarantors”) and Deutsche Bank AG New York Branch (“DBNY”) in its capacity as administrative agent and collateral agent for the lenders party to the Credit Agreement referred to below (in such capacity, the “Administrative Agent”).
5,405,405 Shares SPECTRUM BRANDS HOLDINGS, INC. Common Stock, Par Value $0.01 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • May 14th, 2015 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
VOTING AGREEMENTVoting Agreement • February 26th, 2018 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
WHEREAS, in order to induce the Company to enter into an Agreement and Plan of Merger, dated as of the date hereof (the “Merger Agreement”), by and among the Company, Stockholder, HRG SPV Sub I, Inc., a Delaware corporation, and HRG SPV Sub II, LLC, a Delaware limited liability company, Stockholder has agreed to enter into this Agreement with respect to all shares of common stock, par value $0.01 per share, of the Company that Stockholder beneficially owns (the “Shares”).
6,495,489 Shares SPECTRUM BRANDS HOLDINGS, INC. Common Stock, Par Value $0.01 Per Share UNDERWRITING AGREEMENTUnderwriting Agreement • July 19th, 2011 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc. Jefferies & Company, Inc., As Representatives of the Several Underwriters, c/o Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629
REGISTERED DIRECTOR'S AGREEMENT betweenRegistered Director's Agreement • February 11th, 2014 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies
him from time to time by the shareholder(s). He shall, in addition, take the positions as Senior Vice President, Chief Financial Officer and Managing Director, Europe of Spectrum Brands, Inc., a Wisconsin corporation and a company of which the Company is an indirect subsidiary (“Spectrum Brands”). The shareholder(s) may decide on a different allocation of functions and duties at any time; provided, however, that the Registered Director is given at least three (3) months prior written notice thereof, to the extent practicable. The place of performance is currently Sulzbach, Germany. In addition, upon the Company's request the Registered Director is required to relocate to any other office in Germany upon no less than three (3) months prior written notice thereof; provided, however, that the Company has determined in good faith that such relocation is reasonably necessary for the Registered Director to adequately perform his duties hereunder. The Registered Director is obligated to secur
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • September 20th, 2013 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Separation Agreement and Release (the “Agreement”) is entered into as of September 16, 2013 by and between Spectrum Brands, Inc., a Delaware corporation, (the “Company”) and Terry Polistina (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 18th, 2010 • Spectrum Brands Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of the 16th day of August, 2010, by and between Spectrum Brands, Inc., a Delaware corporation (the “Company”) and Terry L. Polistina (the “Executive”).
