RECITALSStock Purchase Agreement • August 6th, 2004 • Applica Inc • Electric housewares & fans • Florida
1 Exhibit 2.2 AMENDMENT AGREEMENT NO. 4 TO THE CREDIT AGREEMENT This AMENDMENT AGREEMENT NO. 4 TO THE CREDIT AGREEMENT (the "Amendment Agreement"), dated as of August 21, 1997 is made by and among WINDMERE CORPORATION, a Florida corporation having its...Credit Agreement • November 14th, 1997 • Windmere Durable Holdings Inc • Electric housewares & fans
PAGE SECTION 1. REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SUBSIDIARY GUARANTORS...................2 (a) Compliance with Registration Requirements...................................................2 (b) Exchange Act...Underwriting Agreement • August 3rd, 1998 • Windmere Durable Holdings Inc • Electric housewares & fans • New York
AMENDMENT NO. 7 TOCredit Agreement • November 7th, 2001 • Applica Inc • Electric housewares & fans
LETTER AGREEMENT DATED APRIL 30, 1997 ("AGREEMENT") BETWEEN WINDMERE CORPORATION ("WINDMERE") AND SALTON/MAXIM HOUSEWARES, INC. ("SALTON")Letter Agreement • May 13th, 1997 • Windmere Durable Holdings Inc • Electric housewares & fans • Florida
AS THE AGENTCredit Agreement • November 22nd, 2004 • Applica Inc • Electric housewares & fans • New York
TrusteeWindmere Durable Holdings Inc • August 3rd, 1998 • Electric housewares & fans • New York
EXHIBIT 10.10Employment Agreement • March 11th, 2002 • Applica Inc • Electric housewares & fans • Florida
RECITALS:Employment Agreement • March 31st, 1999 • Windmere Durable Holdings Inc • Electric housewares & fans • Florida
COMMON STOCKUnderwriting Agreement • August 3rd, 1998 • Windmere Durable Holdings Inc • Electric housewares & fans • New York
AMENDMENT NO. 1 TO AMENDED AND RESTATED LETTER AGREEMENT AND AMENDED AND RESTATED NOTELetter Agreement • March 29th, 1996 • Windmere Corp • Electric housewares & fans
RECITALS:Employment Agreement • August 16th, 1999 • Windmere Durable Holdings Inc • Electric housewares & fans • Florida
EXHIBIT 10.2 THIRD AMENDMENT TO CREDIT AGREEMENT THIS THIRD AMENDMENT TO CREDIT AGREEMENT (this "THIRD AMENDMENT") dated as of July 18, 2003 is by and among APPLICA INCORPORATED (the "BORROWER"), a Florida corporation, each of its Subsidiaries...Credit Agreement • November 3rd, 2003 • Applica Inc • Electric housewares & fans • New York
W I T N E S S E T HSecurity Agreement • November 22nd, 2004 • Applica Inc • Electric housewares & fans • New York
by and among WINDMERE-DURABLE HOLDINGS, INC. as Borrower,Guaranty Agreement • August 24th, 1998 • Windmere Durable Holdings Inc • Electric housewares & fans • New York
1 EXHIBIT 10.1 CREDIT AGREEMENTCredit Agreement • July 17th, 1998 • Windmere Durable Holdings Inc • Electric housewares & fans • New York
EXHIBIT 10.1 AMENDMENT TO EMPLOYMENT AGREEMENT THIS AMENDMENT TO EMPLOYMENT AGREEMENT (the "Amendment") is made and entered into as of this 1st day of October, 2003, by and between Applica Incorporated, f/k/a Windmere-Durable Holdings, Inc., a Florida...Employment Agreement • November 3rd, 2003 • Applica Inc • Electric housewares & fans • Florida
RECITALS:Employment Agreement • November 12th, 1999 • Windmere Durable Holdings Inc • Electric housewares & fans • Florida
GUARANTYGuaranty • August 6th, 1997 • Windmere Durable Holdings Inc • Electric housewares & fans • Michigan
WINDMERE-DURABLE HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT FOR AGREEMENTApplica Inc • June 4th, 2001 • Electric housewares & fans • Florida
EXHIBIT 10.19 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this "Security Agreement", dated as of December 28, 2001, among APPLICA INCORPORATED, a Florida corporation (the "Borrower"), the Domestic Subsidiaries of the Borrower (individually a...Security Agreement • March 11th, 2002 • Applica Inc • Electric housewares & fans • New York
1 AMENDMENT AGREEMENT NO. 1 TO THE CREDIT AGREEMENT THIS AMENDMENT AGREEMENT NO. 1 (the "Amendment Agreement"), dated as of January 31, 1997 TO THE CREDIT AGREEMENT dated as of October 11, 1996 (the "Credit Agreement"), made by and among WINDMERE...Credit Agreement • March 31st, 1997 • Windmere Durable Holdings Inc • Electric housewares & fans
RECITALS:Employment Agreement • November 14th, 2000 • Applica Inc • Electric housewares & fans • Florida
AMENDMENT NO. 1Transaction Agreement • June 29th, 1998 • Windmere Durable Holdings Inc • Electric housewares & fans
dated as of June 26, 1998 among WINDMERE-DURABLE HOLDINGS, INC. as Borrower the Guarantors listed on the signature pages hereto, as GuarantorsBridge Loan Agreement • July 17th, 1998 • Windmere Durable Holdings Inc • Electric housewares & fans • New York
WINDMERE-DURABLE HOLDINGS, INC. NON-QUALIFIED STOCK OPTION AGREEMENT FOR AGREEMENTQualified Stock Option Agreement • June 4th, 2001 • Applica Inc • Electric housewares & fans • Florida
1 STOCK AGREEMENTStock Agreement • May 8th, 1998 • Windmere Durable Holdings Inc • Electric housewares & fans • Delaware
1 EXHIBIT 10.42Employment Agreement • April 20th, 1999 • Windmere Durable Holdings Inc • Electric housewares & fans
1 EXHIBIT 10.2 PURCHASE, DISTRIBUTION AND MARKETING AGREEMENT BY AND BETWEEN NEW M-TECH CORPORATIONPurchase, Distribution and Marketing Agreement • August 11th, 1997 • Windmere Durable Holdings Inc • Electric housewares & fans • Michigan
EMPLOYMENT AGREEMENTEmployment Agreement • July 19th, 2005 • Applica Inc • Electric housewares & fans • Florida
This EMPLOYMENT AGREEMENT (“Agreement”) effective as of May 1, 2005 (the “Effective Date”), is made and entered into by and among Applica Consumer Products, Inc., a Florida corporation (together with its permitted successors and assigns pursuant to this Agreement referred to as “Applica”), and Brian S. Guptill (the “Executive”). Applica and the Executive are sometimes each individually referred to in this Agreement as a “Party” and are sometimes collectively referred to herein as the “Parties.”
FIRST AMENDMENT TO CREDIT AGREEMENTCredit Agreement • November 8th, 2002 • Applica Inc • Electric housewares & fans • Georgia
THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “First Amendment”) dated as of April 26, 2002, is by and among Applica Incorporated, a Florida corporation (the “Borrower “), the Guarantors, the Lenders identified on the signature pages hereof and Bank of America, N.A., as agent for the Lenders (in such capacity, the “Agent”). Terms used herein but not otherwise defined herein shall have the meanings provided to such terms in the Credit Agreement (as hereinafter defined).
SECURITY AGREEMENTSecurity Agreement • October 21st, 2005 • Applica Inc • Electric housewares & fans • New York
THIS SECURITY AGREEMENT (this “Security Agreement”, is dated as of October 21, 2005, among APPLICA INCORPORATED, a Florida corporation (the “Borrower”), the Domestic Subsidiaries of the Borrower (individually a “Guarantor” and collectively the “Guarantors”; the Guarantors together with the Borrower, individually a “Credit Party” and collectively the “Credit Parties”), and MAST CREDIT OPPORTUNITIES I (MASTER), LTD., as Lender (the “Lender”).
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 15th, 2006 • Applica Inc • Electric housewares & fans • Delaware
AMENDMENT NO. 1, dated as of December 14, 2006 (this “First Amendment”), to the Agreement and Plan of Merger, dated as of October 19, 2006 (the “Merger Agreement”), by and among APN Holding Company, Inc., a Delaware corporation (“Parent”), APN Mergersub, Inc., a Florida corporation and a wholly owned direct subsidiary of Parent (“MergerSub”), and Applica Incorporated, a Florida corporation (the “Company”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Merger Agreement.
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of December 23, 2005 Among THE FINANCIAL INSTITUTIONS NAMED HEREIN as the Lenders and BANK OF AMERICA, N.A. as the Administrative and Collateral Agent GENERAL ELECTRIC CAPITAL CORPORATION as the...Credit Agreement • December 23rd, 2005 • Applica Inc • Electric housewares & fans • New York
THIS SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the “Agreement”) is made as of December 23, 2005, by and among APPLICA INCORPORATED, a Florida corporation, and each of its Subsidiaries party hereto; the financial institutions listed on the signature pages hereof and their respective successors and permitted assigns which become “Lenders” as provided herein; BANK OF AMERICA, N.A., a national banking association with an office at 300 Galleria Parkway, Suite 800, Atlanta, Georgia 30339, in its capacity as administrative agent and collateral agent for the Lenders pursuant to Section 12 hereof (together with its successors in such capacity, “Agent”); BANC OF AMERICA SECURITIES LLC, a Delaware limited liability company, as sole lead arranger and sole book manager (in such capacity, the “Lead Arranger”); GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation, with an office at 1100 Abernathy Road, Suite 900, Atlanta, Georgia 30348, in its capacity as documentation agent for the Lende
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 22nd, 2006 • Applica Inc • Electric housewares & fans • Delaware
AMENDMENT NO. 2, dated as of December 22, 2006 (this “Second Amendment”), to the Agreement and Plan of Merger, dated as of October 19, 2006, by and among APN Holding Company, Inc., a Delaware corporation (“Parent”), APN Mergersub, Inc., a Florida corporation and a wholly owned direct subsidiary of Parent (“MergerSub”), and Applica Incorporated, a Florida corporation (the “Company”), as amended by Amendment No. 1, dated December 14, 2006 (the “Merger Agreement”). Capitalized terms used herein and not defined herein have the meanings ascribed thereto in the Merger Agreement.
