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.
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”).
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”).
