SB/RH Holdings, LLC Sample 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 2025
Supplemental Indenture • 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.

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SPECTRUM BRANDS, INC. as Issuer the Guarantors party hereto and US BANK NATIONAL ASSOCIATION as Trustee Indenture Dated as of December 4, 2014 6.125% Senior Notes due 2024
Supplemental Indenture • December 8th, 2014 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • New York

INDENTURE, dated as of December 4, 2014, among Spectrum Brands, Inc., a Delaware corporation, as the Company, the Guarantors party hereto and US Bank National Association, as Trustee.

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SPECTRUM BRANDS, INC. $250,000,000 6.125% Senior Notes due 2024 REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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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.

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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”).

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Contract
Credit Agreement • August 11th, 2023 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • New York
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EMPLOYMENT AGREEMENT
Employment 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").

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment 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”).

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SPECTRUM BRANDS, INC. $1,000,000,000 5.750% Senior Notes due 2025 REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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SHAREHOLDER AGREEMENT
Shareholder 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”).

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SEPARATION AGREEMENT
Separation 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”.

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SEVERANCE AGREEMENT
Severance 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").

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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 Agent
Indenture • September 20th, 2016 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • New York
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ASSET AND STOCK PURCHASE AGREEMENT dated as of September 8, 2021 between SPECTRUM BRANDS, INC. and ASSA ABLOY AB
Asset 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”).

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EMPLOYMENT AGREEMENT
Employment 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”).

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Contract
Security Agreement • October 20th, 2023 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • New York
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SEPARATION AGREEMENT
Separation 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”.

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SPECTRUM BRANDS, INC. as Issuer the Guarantors party hereto and US BANK NATIONAL ASSOCIATION as Trustee Indenture Dated as of June 30, 2020 5.50% Senior Notes due 2030
Supplemental Indenture • June 30th, 2020 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • New York

INDENTURE, dated as of June 30, 2020, among Spectrum Brands, Inc., a Delaware corporation, as the Company, the Guarantors party hereto and US Bank National Association, as Trustee.

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AMENDMENT NO. 2 TO ASSET AND STOCK PURCHASE AGREEMENT
Asset 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”).

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THIRD AMENDMENT TO CREDIT AGREEMENT
Credit 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).

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FIFTH AMENDMENT TO CREDIT AGREEMENT
Credit 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.

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AGREEMENT AND PLAN OF MERGER
Agreement and Plan of Merger • 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.

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FIRST AMENDMENT TO CREDIT AGREEMENT
Credit 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).

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AMENDMENT TO SHAREHOLDER AGREEMENT
Shareholder 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.

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LONG TERM EQUITY AWARD PLAN PERFORMANCE-BASED RESTRICTED STOCK UNIT AGREEMENT
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”).

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SEPARATION AGREEMENT AND RELEASE
Separation Agreement and Release • 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”).

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FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit 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

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SEPARATION AGREEMENT
Separation 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”.

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SPECTRUM BRANDS HOLDINGS, INC. UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SB/RH Holdings, LLC • June 20th, 2023 • 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.

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Credit Agreement • October 20th, 2023 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • New York
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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit 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.

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LONG TERM EQUITY AWARD PLAN SERVICE-BASED RESTRICTED STOCK UNIT AGREEMENT
Long Term Equity Award Plan • 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”).

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SIXTH AMENDMENT TO CREDIT AGREEMENT
Credit 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.

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FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • May 16th, 2017 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • New York

FOURTH AMENDMENT TO CREDIT AGREEMENT (this “Fourth Amendment”), dated as of May 16, 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”) and each of the Persons party hereto as 2017 Incremental 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 Fourth Amendment).

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SEVERANCE AGREEMENT
Severance Agreement • September 9th, 2019 • SB/RH Holdings, LLC • Miscellaneous electrical machinery, equipment & supplies • Delaware

This Agreement, effective as of September 9, 2019 (the “Effective Date”), is made by and between Spectrum Brands Holdings, Inc. (“Spectrum”), a Delaware corporation and Rebeckah Long (the “Executive”). For purposes of this Agreement, the “Company” refers to all of the business and activities of Spectrum and any incorporated or unincorporated current or former affiliates, subsidiaries, parents of Spectrum.

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