AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • May 8th, 2023 • Energizer Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This Amended and Restated Credit Agreement (the “Credit Agreement”) dated as of December 22, 2020 is entered into among ENERGIZER HOLDINGS, INC., a Missouri corporation, the institutions from time to time parties hereto as Lenders and JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent.
ENERGIZER SPINCO, INC. PURCHASE AGREEMENTPurchase Agreement • May 27th, 2015 • Energizer SpinCo, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
Introductory. Energizer SpinCo, Inc., a Missouri corporation (the “Company”), proposes to issue and sell to Merrill Lynch, Pierce, Fenner & Smith Incorporated (“Merrill Lynch”) and the other several Initial Purchasers named in Annex A (the “Initial Purchasers”), acting severally and not jointly, the respective amounts set forth in such Schedule A of $600,000,000 aggregate principal amount of the Company’s 5.500% Senior Notes due 2025 (the “Notes”), pursuant to the terms of this purchase agreement (the “Agreement”). Merrill Lynch has agreed to act as the representative of the several Initial Purchasers (the “Representative”) in connection with the offering and sale of the Notes.
J.P.Morgan CREDIT AGREEMENT Dated as of December 17, 2018 among ENERGIZER GAMMA ACQUISITION, INC., as Initial Borrower (expected to be merged with and into Energizer Holdings, Inc. upon the consummation of the Acquisition with Energizer Holdings, Inc....Credit Agreement • December 17th, 2018 • Energizer Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Credit Agreement dated as of December 17, 2018 is entered into among ENERGIZER GAMMA ACQUISITION, INC., a Missouri corporation, as Initial Borrower (expected upon the consummation of the Acquisition (as defined below) to be merged with and into Energizer Holdings, Inc., a Missouri corporation (the “Borrower”), with the Borrower being the surviving entity), the institutions from time to time parties hereto as Lenders and JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent.
EXECUTION VERSION J.P.Morgan AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 22, 2020 among ENERGIZER HOLDINGS, INC., as Borrower THE INSTITUTIONS FROM TIME TO TIME PARTIES HERETO AS LENDERS JPMORGAN CHASE BANK, N.A., as Administrative...Credit Agreement • December 22nd, 2020 • Energizer Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • London
ENERGIZER HOLDINGS, INC. as Issuer The Guarantors party hereto from time to time and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of September 30, 2020 4.375% Senior Notes due 2029Supplemental Indenture • October 1st, 2020 • Energizer Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
INDENTURE, dated as of September 30, 2020, among ENERGIZER HOLDINGS, INC., a Missouri corporation (the “Issuer”), the Guarantors party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (the “Trustee”).
ACQUISITION AGREEMENT dated as of May 29, 2019 between ENERGIZER HOLDINGS, INC. and VARTA AKTIENGESELLSCHAFTAcquisition Agreement • May 29th, 2019 • Energizer Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This ACQUISITION AGREEMENT (this “Agreement”) is dated as of May 29, 2019, between Energizer Holdings, Inc., a Missouri corporation (“Seller”), and VARTA Aktiengesellschaft, a stock corporation under German law listed on the regulated market of the Frankfurt stock exchange (“Purchaser”).
RESTRICTED STOCK EQUIVALENT AWARD AGREEMENTRestricted Stock Equivalent Award Agreement • November 15th, 2016 • Energizer Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Missouri
In consideration of the mutual covenants contained herein, Energizer Holdings, Inc. (“Company”), and (“Recipient”) hereby agree as follows:
ENERGIZER GAMMA ACQUISITION, INC. as Escrow Issuer The Guarantors party hereto from time to time and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of July 6, 2018 6.375% Senior Notes due 2026Indenture • July 9th, 2018 • Energizer Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
INDENTURE, dated as of July 6, 2018, among ENERGIZER GAMMA ACQUISITION, INC., a Missouri corporation (the “Escrow Issuer”), the Guarantors party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (the “Trustee”).
AMENDED AND RESTATED RESTRICTED STOCK EQUIVALENT AWARD AGREEMENTRestricted Stock Equivalent Award Agreement • November 20th, 2015 • Energizer Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Missouri
WHEREAS, Energizer Holdings, Inc. (“Company”) previously granted a restricted stock equivalent award to __________ (“Recipient”) with respect to _______ shares of Company common stock under the Energizer Holdings, Inc. Equity Incentive Plan (“Plan”) pursuant to that certain Restricted Stock Equivalent Award Agreement entered into between the Recipient and the Company on July 8, 2015 (“Prior Award Agreement”); and
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • May 27th, 2015 • Energizer SpinCo, Inc. • Miscellaneous electrical machinery, equipment & supplies • Missouri
THIS TRADEMARK LICENSE AGREEMENT (“Agreement”) is entered into on , 2015 and is effective as of the Effective Time (as defined in the Separation Agreement (defined below)) by and between Edgewell Personal Care Brands LLC (“Edgewell”) and Wilkinson Sword Gmbh, a [ ] (“WS” and, together with Edgewell, the “Licensors”) and Energizer Holdings, Inc., a Missouri corporation formerly known as Energizer SpinCo, Inc. (“Energizer”).
TRADEMARK LICENSE AGREEMENTTrademark License Agreement • May 27th, 2015 • Energizer SpinCo, Inc. • Miscellaneous electrical machinery, equipment & supplies • Missouri
THIS TRADEMARK LICENSE AGREEMENT (“Agreement”) is entered into on , 2015 and is effective as of the Effective Time (as defined in the Separation Agreement (defined below)) by and between Energizer Holdings, Inc., a Missouri corporation that, following the Effective Time will be named “Edgewell Personal Care Company” (“Edgewell”), and Energizer Brands, LLC, a Delaware limited liability corporation (“Energizer”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • May 11th, 2015 • Energizer SpinCo, Inc. • Miscellaneous electrical machinery, equipment & supplies • Missouri
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made as of this day of , 2015 between Energizer SpinCo, Inc., a Missouri corporation (the “Company”), and (the “Indemnitee”).
ENERGIZER HOLDINGS, INC. 1,875,000 Shares of 7.50% Series A Mandatory Convertible Preferred Stock Underwriting AgreementEnergizer Holdings, Inc. • January 18th, 2019 • Miscellaneous electrical machinery, equipment & supplies • New York
Energizer Holdings, Inc., a Missouri corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 1,875,000 shares of 7.50% Series A Mandatory Convertible Preferred Stock, par value $ 0.01 per share, with an initial liquidation preference of $100.00 per share (the “Preferred Stock”) of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional 281,250 shares of Preferred Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The Preferred Stock will be convertible into a variable number of shares of common stock, par value $0.01 per share, of the Company (the “Common Stock”). Such shares of Common Stock into which the Shares are convertible are hereinafter referred to as the “Conversion Shares.”
SHAREHOLDER AGREEMENTShareholder Agreement • January 28th, 2019 • Energizer Holdings, Inc. • 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”).
Employee Matters Agreement by and between Energizer Holdings, Inc. (to be known as Edgewell Personal Care Company after the Effective Time) and Energizer SpinCo, Inc. (to be known as Energizer Holdings, Inc. after the Effective Time) Dated as of [●], 2015Matters Agreement • May 27th, 2015 • Energizer SpinCo, Inc. • Miscellaneous electrical machinery, equipment & supplies • Missouri
This Employee Matters Agreement is made as of [●], 2015 between Energizer Holdings, Inc. (“Energizer Holdings, Inc.” or “EPC”) and Energizer SpinCo, Inc. (“SpinCo” or “EHP”).
FORM OF PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance Restricted Stock Unit Award Agreement • February 6th, 2023 • Energizer Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Missouri
In consideration of the mutual covenants contained herein, Energizer Holdings, Inc. (“Company”) and the undersigned recipient (“Recipient”) hereby agree as follows:
RESTRICTED STOCK EQUIVALENT AWARD AGREEMENTRestricted Stock Equivalent Award Agreement • November 15th, 2016 • Energizer Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Missouri
In consideration of the mutual covenants contained herein, Energizer Holdings, Inc. (“Company”), and _______________ (“Recipient”) hereby agree as follows:
TAX MATTERS AGREEMENT DATED AS OF JUNE 26, 2015 BY AND BETWEEN ENERGIZER HOLDINGS, INC. AND ENERGIZER SPINCO, INC.Tax Matters Agreement • June 29th, 2015 • Energizer SpinCo, Inc. • Miscellaneous electrical machinery, equipment & supplies • Missouri
This TAX MATTERS AGREEMENT (this “Agreement”) is entered into as of June 26, 2015, by and between Energizer Holdings, Inc., a Missouri corporation (“EPC”), and Energizer SpinCo, Inc., a Missouri corporation and a wholly owned subsidiary of EPC (“SpinCo”) (collectively, the “Companies” and each a “Company”).
ENERGIZER HOLDINGS, INC. as Issuer The Guarantors party hereto from time to time and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee INDENTURE Dated as of March 8, 2022 6.500% Senior Notes due 2027Supplemental Indenture • March 8th, 2022 • Energizer Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
INDENTURE, dated as of March 8, 2022, among ENERGIZER HOLDINGS, INC., a Missouri corporation (the “Issuer”), the Guarantors party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (the “Trustee”).
TRANSITION SERVICES AGREEMENT BY AND BETWEEN ENERGIZER HOLDINGS, INC. AND ENERGIZER SPINCO, INC. DATED AS OF [●], 2015Transition Services Agreement • May 11th, 2015 • Energizer SpinCo, Inc. • Miscellaneous electrical machinery, equipment & supplies • Missouri
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is entered into as of [●], 2015, by and between Energizer Holdings, Inc., a Missouri corporation (“Energizer”) and Energizer SpinCo, Inc., a Missouri corporation and wholly owned subsidiary of Energizer (“SpinCo”). Energizer and SpinCo are sometimes referred to herein individually as a “Party,” and collectively as the “Parties.” Capitalized terms used herein and not otherwise defined shall have the respective meanings assigned to them in Article I.
PERFORMANCE RESTRICTED STOCK UNIT AWARD AGREEMENTPerformance Restricted Stock Unit Award Agreement • November 17th, 2020 • Energizer Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Missouri
In consideration of the mutual covenants contained herein, Energizer Holdings, Inc. (“Company”), and _______________________ (“Recipient”) hereby agree as follows:
AMENDMENT NO. 3 TO CREDIT AGREEMENTCredit Agreement • May 7th, 2020 • Energizer Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
AMENDMENT NO. 3 dated as of April 24, 2020 (this “Amendment”) to the Credit Agreement dated as of December 17, 2018 (as amended, amended and restated, supplemented, extended, refinanced or otherwise modified prior to the date hereof, the “Credit Agreement”) among Energizer Holdings, Inc., a Missouri corporation (the “Borrower”), the Lenders from time to time party thereto (the “Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent (the “Administrative Agent”).
FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 6th, 2023 • Energizer Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Missouri
In consideration of the mutual covenants contained herein, Energizer Holdings, Inc. (“Company”) and the undersigned recipient (“Recipient”) hereby agree as follows:
AMENDED AND RESTATED PERFORMANCE RESTRICTED STOCK EQUIVALENT AWARD AGREEMENTPerformance Restricted Stock Equivalent Award Agreement • November 16th, 2018 • Energizer Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Missouri
In consideration of the mutual covenants contained herein, Energizer Holdings, Inc. (“Company”), and _____________________ (“Recipient”) hereby agree as follows:
CREDIT AGREEMENT Dated as of June 30, 2015 among ENERGIZER SPINCO, INC. (expected to be renamed Energizer Holdings, Inc. on June 30, 2015), as Borrower THE INSTITUTIONS FROM TIME TO TIME PARTIES HERETO AS LENDERS JPMORGAN CHASE BANK, N.A., as...Credit Agreement • June 30th, 2015 • Energizer SpinCo, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This Credit Agreement dated as of June 30, 2015 is entered into among ENERGIZER SPINCO, INC. (expected to be renamed Energizer Holdings, Inc. on June 30, 2015), a Missouri corporation, the institutions from time to time parties hereto as Lenders and JPMORGAN CHASE BANK, N.A., in its capacity as Administrative Agent.
SEPARATION AND DISTRIBUTION AGREEMENT By and Between ENERGIZER HOLDINGS, INC. and ENERGIZER SPINCO, INC. Dated as of [●], 2015Separation and Distribution Agreement • May 11th, 2015 • Energizer SpinCo, Inc. • Miscellaneous electrical machinery, equipment & supplies • Missouri
SEPARATION AND DISTRIBUTION AGREEMENT, dated as of [●], 2015, by and between ENERGIZER HOLDINGS, INC., a Missouri corporation (“Energizer Holdings, Inc.” or “EPC”), and ENERGIZER SPINCO, INC., a Missouri corporation (“EHP”).
RETIREMENT TRANSITION AGREEMENTRetirement Transition Agreement • July 2nd, 2021 • Energizer Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Missouri
This Retirement Transition Agreement (“Agreement”) is made and entered into by and between Timothy W. Gorman (“Colleague”) and Energizer Brands, LLC (“Energizer”). For purposes of this Agreement, the term “Energizer” shall include not only Energizer Brands, LLC, but also Energizer Holdings, Inc., and all current and former parent, subsidiary and affiliated companies, predecessors, successors, and assigns of the aforementioned entities, and all past, present, and future officers, boards of directors, attorneys, agents, representatives, stockholders, and employees of any of the foregoing. In consideration of the following promises, the parties agree to the following:
Commitment LetterEnergizer Holdings, Inc. • July 9th, 2018 • Miscellaneous electrical machinery, equipment & supplies • New York
Reference is made to the escrow agreement (the “Escrow Agreement”), to be dated as of the date hereof, among Energizer Gamma Acquisition, Inc. (the “Escrow Issuer” or “you”), The Bank of New York Mellon Trust Company, N.A. (the “Trustee”) and Barclays Bank PLC, New York branch, as escrow agent (the “Escrow Agent”), pursuant to which you will cause to be deposited into an account (the “Escrow Account”) with the Escrow Agent the net proceeds of the offering of the Escrow Issuer’s 6.375% Senior Notes due 2026 (the “USD Notes”). The USD Notes are being issued on the date hereof (the “Issue Date”) pursuant to an indenture (the “Indenture”), dated as of the date hereof, among the Escrow Issuer and the Trustee, as trustee, registrar and paying agent. It is a condition to the issuance of the USD Notes that this Commitment Letter be executed and delivered by us.
RESTRICTED STOCK EQUIVALENT AWARD AGREEMENTRestricted Stock Equivalent Award Agreement • July 8th, 2015 • Energizer Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Missouri
In consideration of the mutual covenants contained herein, Energizer Holdings, Inc. (“Company”), and «Name» (“Recipient”) hereby agree as follows:
AMENDMENT AND RESTATEMENT AGREEMENTAmendment and Restatement Agreement • December 22nd, 2020 • Energizer Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
AMENDMENT AND RESTATEMENT AGREEMENT, dated as of December 22, 2020 (this “Restatement Agreement”), among Energizer Holdings, Inc., a Missouri corporation (the “Borrower”), the other Loan Parties party hereto, the lenders party hereto, as 2020 Revolving Lenders (in such capacity, the “2020 Revolving Lenders”), the lenders party hereto, as 2020 Term Lenders (in such capacity, the “2020 Term Lenders” and, together with the 2020 Revolving Lenders, the “2020 Lenders”) and JPMorgan Chase Bank, N.A., as Administrative Agent.
SUPPLEMENTAL INDENTURE dated as of January 2, 2019, among ENERGIZER GAMMA ACQUISITION B.V. The Guarantors Party Hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as TrusteeSupplemental Indenture • January 2nd, 2019 • Energizer Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), entered into as of January 2, 2019, among ENERGIZER GAMMA ACQUISITION B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (the “Issuer”), ENERGIZER HOLDINGS, INC., a Missouri corporation, ENERGIZER, LLC, a Delaware limited liability company, ENERGIZER MANUFACTURING, INC. a Delaware corporation, ENERGIZER BRANDS, LLC, a Delaware limited liability company, ENERGIZER INTERNATIONAL, INC., a Delaware corporation, ENERGIZER INVESTMENT COMPANY, Delaware corporation, ENERGIZER BRANDS II HOLDINGS, LLC, a Delaware limited liability company, ASSOCIATED PRODUCTS, LLC, a Delaware limited liability company, AMERICAN COVERS, LLC, a Utah limited liability company, CALIFORNIA SCENTS, LLC, a California limited liability company (each an “Undersigned”) and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as trustee (the “Trustee”).
AMENDMENT NO. 2 AND INCREASING LENDER SUPPLEMENTEnergizer Holdings, Inc. • January 5th, 2022 • Miscellaneous electrical machinery, equipment & supplies • New York
AMENDMENT NO. 2 AND INCREASING LENDER SUPPLEMENT, dated December 31, 2021 (this “Amendment”), by and among each of the signatories hereto, to that certain Amended and Restated Credit Agreement, dated as of December 22, 2020 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement” and as amended by this Amendment, the “Amended Credit Agreement”) by and among Energizer Holdings, Inc. (the “Borrower”), the financial institutions from time to time parties thereto as lenders (the “Lenders”), the issuing banks from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”).
FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted Stock Unit Award Agreement • February 6th, 2023 • Energizer Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Missouri
In consideration of the mutual covenants contained herein, Energizer Holdings, Inc. (“Company”) and the undersigned recipient (“Recipient”) hereby agree as follows:
ENERGIZER GAMMA ACQUISITION B.V. as Issuer The Guarantors party hereto from time to time and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee and Registrar THE BANK OF NEW YORK MELLON, LONDON BRANCH as Paying Agent INDENTURE Dated as of...Supplemental Indenture • June 23rd, 2021 • Energizer Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
INDENTURE, dated as of June 23, 2021, among ENERGIZER GAMMA ACQUISITION B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) incorporated under the laws of The Netherlands (the “Issuer”), the Guarantors party hereto and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee (the “Trustee”) and Registrar, and THE BANK OF NEW YORK MELLON, LONDON BRANCH, as Paying Agent.
SEPARATION and TRANSITION AGREEMENT, AND GENERAL RELEASESeparation and Transition Agreement, and General Release • June 8th, 2017 • Energizer Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Missouri
This Separation and Transition Agreement, and General Release (“Agreement”) is made and entered into by and between Brian Hamm (“Colleague”) and Energizer Brands, LLC. (“Energizer”). For purposes of this Agreement, the term “Energizer” shall include not only Energizer Brands, LLC, but also Energizer Holdings, Inc., American Covers, Inc., and all current and former parent, subsidiary and affiliated companies, predecessors, successors, and assigns of the aforementioned entities, and all past, present, and future officers, board of directors, attorneys, agents, representatives, stockholders, and employees of any of the foregoing. In consideration of the following promises, the parties agree to the following:
