SB/RH Holdings, LLC Sample Contracts
DEALER]1Call Option Transaction • May 23rd, 2024 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies
The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into between [DEALER] (“Dealer”) and Spectrum Brands, Inc. (“Counterparty”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. Each party further agrees that this Confirmation together with such ISDA Master Agreement evidence a complete binding agreement between Counterparty and Dealer as to the subject matter and terms of the Transaction to which this Confirmation relates, and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
Standard Contracts
SPECTRUM BRANDS, INC. as Issuer the Guarantors party hereto and US BANK NATIONAL ASSOCIATION as Trustee Indenture Dated as of May 20, 2015 5.750% Senior Notes due 2025Indenture • May 20th, 2015 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • New York
INDENTURE, dated as of May 20, 2015, among Spectrum Brands, Inc., a Delaware corporation, as the Company, the Guarantors party hereto and US Bank National Association, as Trustee.
SPECTRUM BRANDS, INC. $250,000,000 6.125% Senior Notes due 2024 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 8th, 2014 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • New York
Spectrum Brands, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”), for whom Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. are acting as representatives upon the terms set forth in a purchase agreement dated as of December 1, 2014 (the “Purchase Agreement”), $250,000,000 aggregate principal amount of its 6.125% Senior Notes due 2024 (the “Initial Securities”) to be unconditionally guaranteed by the guarantors party hereto (the “Guarantors”). The Initial Securities will be issued pursuant to an indenture, dated as of December 4, 2014, (the “Indenture”) among the Company, the Guarantors and US Bank National Association, as Trustee (the “Trustee”).
AMENDED AND RESTATED ACQUISITION AGREEMENT dated as of November 15, 2018 between SPECTRUM BRANDS HOLDINGS, INC. and ENERGIZER HOLDINGS, INC.Acquisition Agreement • November 19th, 2018 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • Delaware
This AMENDED AND RESTATED ACQUISITION AGREEMENT (this “Amended Agreement”) is dated as of November 15, 2018, between Spectrum Brands Holdings, Inc., a Delaware corporation (“Seller”), and Energizer Holdings, Inc., a Missouri corporation (“Purchaser”).
ContractCredit Agreement • August 11th, 2023 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • New York
SPECTRUM BRANDS, INC. THE GUARANTORS PARTY HERETO and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of May 23, 2024 3.375% Exchangeable Senior Notes due 2029Indenture • May 23rd, 2024 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • New York
INDENTURE, dated as of May 23, 2024, among Spectrum Brands, Inc., a Delaware corporation, as issuer (the “Company”), Spectrum Brands Holdings, Inc., a Delaware corporation (“Holdings”) and the Subsidiary Guarantors (as defined below) and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 2nd, 2014 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • Delaware
This EMPLOYMENT AGREEMENT ("Agreement") is entered into as of September 1, 2014 ("Effective Date") by and between Spectrum Brands, Inc., a Delaware corporation, (the "Company") and Douglas L. Martin ("Executive").
AMENDED AND RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • May 1st, 2018 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • New York
This AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of April 25, 2018 by and among Spectrum Brands, Inc., a Delaware corporation (the “Company”), Spectrum Brands Holdings, Inc., a Delaware corporation (including any entity that becomes the successor public holding company of such entity, the “Parent”), and David M. Maura (“Executive”).
ContractSecurity Agreement • October 20th, 2023 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • New York
SPECTRUM BRANDS, INC. $1,000,000,000 5.750% Senior Notes due 2025 REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 20th, 2015 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • New York
Spectrum Brands, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to certain purchasers (the “Initial Purchasers”), for whom Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Jefferies LLC are acting as representatives upon the terms set forth in a purchase agreement dated as of May 14, 2015 (the “Purchase Agreement”), $1,000,000,000 aggregate principal amount of its 5.750% Senior Notes due 2025 (the “Initial Securities”) to be unconditionally guaranteed by the guarantors party hereto (the “Guarantors”). The Initial Securities will be issued pursuant to an indenture, dated as of May 20, 2015, (the “Indenture”) among the Company, the Guarantors and US Bank National Association, as Trustee (the “Trustee”).
SHAREHOLDER AGREEMENTShareholder Agreement • February 1st, 2019 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • Delaware
This SHAREHOLDER AGREEMENT, dated as of January 28, 2019 (this “Agreement”), is by and between Spectrum Brands Holdings, Inc., a Delaware corporation (“Spectrum”), and Energizer Holdings, Inc., a Missouri corporation (the “Company,” and together with Spectrum, the “Parties” and each, a “Party”).
SEPARATION AGREEMENTSeparation Agreement • November 22nd, 2022 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Separation Agreement (this “Agreement”), dated August 29, 2022 (the “Effective Date”), is between Spectrum Brands Holdings, Inc. (together with its subsidiaries, the “Company”) and Rebeckah Long (who in this Agreement is referred to as “Executive” or “I” or “me” or “my” as the context dictates). Collectively, the Company and Executive are referred to as the “Parties”.
SEVERANCE AGREEMENTSeverance Agreement • November 23rd, 2018 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies
This Agreement, effective as of February 1, 2016 (the "Effective Date"), 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 Randal Lewis (the "Executive").
SPECTRUM BRANDS, INC. AND THE GUARANTORS NAMED HEREIN, AND as Trustee SUPPLEMENTAL INDENTURE Dated as of June 4, 2024 to the Indenture Dated as of June 30, 2020Supplemental Indenture • June 4th, 2024 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • New York
This SUPPLEMENTAL INDENTURE, dated as of June 4, 2024 (this “Supplemental Indenture”), among SPECTRUM BRANDS, INC., a Delaware corporation (the “Company”), the Guarantors and U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), a national banking association, as Trustee (the “Trustee”), under the Indenture (as defined below). Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture.
ASSET AND STOCK PURCHASE AGREEMENT dated as of September 8, 2021 between SPECTRUM BRANDS, INC. and ASSA ABLOY ABAsset and Stock Purchase Agreement • November 23rd, 2021 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • Delaware
This ASSET AND STOCK PURCHASE AGREEMENT (this “Agreement”) dated as of September 8, 2021 is being entered into by and between Spectrum Brands, Inc., a Delaware corporation (“Seller”), and ASSA ABLOY AB, an aktiebolag duly incorporated under the laws of Sweden with corporate identity number 556059-3575 (“Buyer”).
LONG TERM EQUITY AWARD PLAN SERVICE-BASED RESTRICTED STOCK UNIT AGREEMENTRestricted Stock Unit Agreement • May 7th, 2021 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), is made, effective as of [date] (hereinafter the “Date of Grant”), between Spectrum Brands Holdings, Inc. (the “Company”), and [name] (the “Participant”).
EMPLOYMENT AGREEMENTEmployment Agreement • September 9th, 2019 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • Delaware
This EMPLOYMENT AGREEMENT (“Agreement”) is entered into as of September 9, 2019 (“Effective Date”) by and between Spectrum Brands Holdings, Inc., a Delaware corporation, (the “Company”) and Randal D. Lewis (“Executive”).
SEPARATION AGREEMENTSeparation Agreement • November 23rd, 2018 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies
This Agreement is between Spectrum Brands, Inc., Spectrum Brands Holdings, Inc. (which together are referred to in this Agreement as the “Company”) and Nathan E. Fagre (who in this Agreement is referred to as “Executive” or “I” or “me” as the context dictates). Collectively, the Company and Executive are referred to as the “Parties”.
SPECTRUM BRANDS, INC.Indenture • March 3rd, 2021 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • New York
INDENTURE, dated as of March 3, 2021, among Spectrum Brands, Inc., a Delaware corporation, as the Company, the Guarantors party hereto and US Bank National Association, as Trustee.
AMENDMENT NO. 2 TO ASSET AND STOCK PURCHASE AGREEMENTAsset and Stock Purchase Agreement • June 20th, 2023 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies
This AMENDMENT NO. 2 (this “Amendment”) dated as of June 19, 2023, to the Asset and Stock Purchase Agreement, dated as of September 8, 2021 (as may be amended, restated, supplemented or otherwise modified from time to time, the “Agreement”), by and between Spectrum Brands, Inc., a Delaware corporation (“Seller”), and ASSA ABLOY AB, an aktiebolag duly incorporated under the laws of Sweden with corporate identity number 556059-3575 (“Buyer”), is made by and between Seller and Buyer (collectively the “Parties”).
THIRD AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 7th, 2017 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • New York
THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of April 7, 2017, by and among SPECTRUM BRANDS, INC., a Delaware corporation (the “Lead Borrower”), SB/RH HOLDINGS LLC, a Delaware limited liability company (“Holdings”), DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity, the “Administrative Agent”), each of the Persons party hereto as 2017 Replacement USD Term Loan Lenders (as defined below) and Royal Bank of Canada (“Royal Bank”), as an arranger of this Third Amendment (in such capacity, the “Third Amendment Arranger”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below (as amended by this Third Amendment).
FIFTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 28th, 2018 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • New York
This FIFTH AMENDMENT TO CREDIT AGREEMENT (this “Fifth Amendment”) dated as of March 28, 2018, by and among SPECTRUM BRANDS, INC., a Delaware corporation (the “Lead Borrower”), SB/RH HOLDINGS LLC, a Delaware limited liability company (“Holdings”), DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity, the “Administrative Agent”) under the Loan Documents, and ROYAL BANK OF CANADA (“Royal Bank”), as Lender and an Issuing Bank. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to such terms in the Credit Agreement referred to below.
AGREEMENT AND PLAN OF MERGERMerger Agreement • April 29th, 2015 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of April 28, 2015, is made by and among Armored AutoGroup Parent Inc., a Delaware corporation (the “Company”), Spectrum Brands Holdings, Inc., a Delaware corporation (“Parent”), Ignite Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Parent (“Merger Sub”), and Avista Capital Partners II GP, LLC, as Representative. Capitalized terms used but not otherwise defined herein have the meanings ascribed to such terms in ARTICLE I.
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • October 6th, 2016 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • New York
FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”), dated as of October 6, 2016, by and among SPECTRUM BRANDS, INC., a Delaware corporation (the “Lead Borrower”), SB/RH HOLDINGS LLC, a Delaware limited liability company (“Holdings”), DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity, the “Administrative Agent”) and each of the Persons party hereto as 2016 Replacement USD Term Loan Lenders (as defined below). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below (as amended by this First Amendment).
AMENDMENT TO SHAREHOLDER AGREEMENTShareholder Agreement • November 19th, 2018 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS AMENDMENT TO THE SHAREHOLDER AGREEMENT (this “Amendment”), effective as of November 19, 2018 is by and between Spectrum Brands Holdings, Inc., a Delaware corporation (the “Company”), and Jefferies Financial Group Inc. (f/k/a Leucadia National Corporation) (“Jefferies”), a New York corporation.
SPECTRUM BRANDS, INC. AND THE GUARANTORS NAMED HEREIN, AND as Trustee, ELAVON FINANCIAL SERVICES DAC, UK BRANCH, as Paying Agent, AND ELAVON FINANCIAL SERVICES DAC, as Registrar and Transfer Agent SUPPLEMENTAL INDENTURE Dated as of June 4, 2024 to the...Supplemental Indenture • June 4th, 2024 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • New York
This SUPPLEMENTAL INDENTURE, dated as of June 4, 2024 (this “Supplemental Indenture”), among SPECTRUM BRANDS, INC., a Delaware corporation (the “Company”), the Guarantors, U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION (as successor in interest to U.S. Bank National Association), a national banking association, as Trustee (the “Trustee”), ELAVON FINANCIAL SERVICES DAC, UK BRANCH, as Paying Agent (the “Paying Agent”), and ELAVON FINANCIAL SERVICES DAC, as Registrar and Transfer Agent (the “Registrar and Transfer Agent”), under the Indenture (as defined below). Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture.
LONG TERM EQUITY AWARD PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENTPerformance-Based Restricted Stock Unit Agreement • May 7th, 2021 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS RESTRICTED STOCK UNIT AGREEMENT (the “Agreement”), is made, effective as of [date] (hereinafter the “Date of Grant”), between Spectrum Brands Holdings, Inc. (the “Company”), and [name] (the “Participant”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • May 1st, 2018 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • Delaware
This SEPARATION AGREEMENT AND RELEASE (the “Agreement”) is entered into as of April 25, 2018 by and between SPECTRUM BRANDS, INC., a Delaware corporation, (“Company”), SPECTRUM BRANDS HOLDINGS, INC. (including any entity that becomes the successor public holding company of such entity, the “Parent”, and together with the Company ,“Spectrum”) and ANDREAS ROUVE´ (“Executive”).
FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 18th, 2022 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • New York
This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Fourth Amendment”), dated as of November 17, 2022, by and among SPECTRUM BRANDS, INC., a Delaware corporation (the “Lead Borrower”), ROYAL BANK OF CANADA, as administrative agent (in such capacity, the “Administrative Agent”) under the Loan Documents, and the Revolving Lenders party hereto. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to such terms in the Amended and Restated Credit Agreement, dated as of June 23, 2015, and as amended and restated as of June 30, 2020, by and among the Lead Borrower, SB/RH HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the Administrative Agent, each lender from time to time party thereto and the other parties thereto (as the same has been amended, restated, supplemented and/or otherwise modified prior to the date hereof, the “Existing Credit Agreement”, and as amended by th
SEPARATION AGREEMENTSeparation Agreement • September 9th, 2019 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Separation Agreement (this “Agreement”), dated September 9, 2019 (the “Effective Date”), is between Spectrum Brands, Inc. and Spectrum Brands Holdings, Inc. (which together are referred to in this Agreement as the “Company”) and Douglas L. Martin (who in this Agreement is referred to as “Executive” or “I” or “me” as the context dictates). Collectively, the Company and Executive are referred to as the “Parties”.
SPECTRUM BRANDS HOLDINGS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTSAsset and Stock Purchase Agreement • June 20th, 2023 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies
On September 8, 2021, Spectrum Brands, Inc., a wholly owned subsidiary of Spectrum Brands Holdings, Inc. (“Spectrum”) entered into a definitive Asset and Stock Purchase Agreement (as amencded, “Agreement”) with ASSA ABLOY AB (“ASSA”) where ASSA would acquire from Spectrum its Hardware and Home Improvement (“HHI”) business for an aggregate purchase price of $4.3 billion in cash, subject to customary purchase price adjustments. The Agreement provides that ASSA will purchase the equity of certain subsidiaries of Spectrum, and acquire certain assets and assume certain liabilities of other subsidiaries used or held for the purpose of the HHI business. Effective June 20, 2023, Spectrum closed on the sale of its HHI business to ASSA in accordance with the Agreement.
ii- 61234327 #97236474v29 Section 2.17 Taxes. ................................. ............................................................................... ............................ 88 Section 2.18 Payments Generally; Allocation of Proceeds;...Credit Agreement • October 20th, 2023 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • New York
SECOND AMENDMENT TO CREDIT AGREEMENTCredit Agreement • March 6th, 2017 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • New York
This SECOND AMENDMENT TO CREDIT AGREEMENT (this “Second Amendment”) dated as of March 6, 2017, by and among SPECTRUM BRANDS, INC., a Delaware corporation (the “Lead Borrower”), SB/RH HOLDINGS LLC, a Delaware limited liability company (“Holdings”), DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity, the “Administrative Agent”) under the Loan Documents, each 2017 Replacement Revolving Lender (as defined below), each 2017 Incremental Dollar Revolving Lender (as defined below) and each Issuing Bank. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to such terms in the Credit Agreement referred to below.
SPECTRUM BRANDS, INC., as Issuer, the Guarantors party hereto and U.S. BANK NATIONAL ASSOCIATION, as Trustee, ELAVON FINANCIAL SERVICES DAC, UK BRANCH, as Paying Agent, and ELAVON FINANCIAL SERVICES DAC, as Registrar and Transfer AgentIndenture • September 20th, 2016 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • New York
SIXTH AMENDMENT TO CREDIT AGREEMENTCredit Agreement • April 6th, 2020 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • New York
This SIXTH AMENDMENT TO CREDIT AGREEMENT (this “Sixth Amendment”) dated as of May 22, 2018, by and between SPECTRUM BRANDS, INC., a Delaware corporation (the “Lead Borrower”) and ROYAL BANK OF CANADA (“Royal Bank”), as administrative agent (as successor to Deutsche Bank AG New York Branch) (in such capacity, the “Administrative Agent”) under the Loan Documents. Unless otherwise indicated, all capitalized terms used herein and not otherwise defined herein shall have the respective meanings provided to such terms in the Credit Agreement referred to below.
