AGREEMENT AND PLAN OF MERGER BY AND AMONG SB/RH HOLDINGS, INC., BATTERY MERGER CORP., GRILL MERGER CORP., SPECTRUM BRANDS, INC. AND RUSSELL HOBBS, INC., DATED AS OF FEBRUARY 9, 2010Merger Agreement • February 12th, 2010 • Spectrum Brands, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
THIS AGREEMENT AND PLAN OF MERGER, dated as of February 9, 2010 (this “Agreement”), is made by and among SB/RH Holdings, Inc., a Delaware corporation (“Parent”), Battery Merger Corp., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“Battery Merger Sub”), Grill Merger Corp., a Delaware corporation and a direct wholly-owned Subsidiary of Parent (“RH Merger Sub”, and together with Battery Merger Sub, the “Merger Subsidiaries”), Spectrum Brands, Inc., a Delaware corporation (“Battery”), and Russell Hobbs, Inc., a Delaware corporation (“RH”). RH, Parent and the Merger Subsidiaries are collectively referred to herein as the “RH Parties.”
SUPPORT AGREEMENTSupport Agreement • February 12th, 2010 • Spectrum Brands, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This SUPPORT AGREEMENT, dated as of February 9, 2010 (this “Agreement”), by and among Avenue International Master, L.P. (“Avenue Int’l”), Avenue Investments, L.P. (“Avenue Investments”), Avenue Special Situations Fund IV, L.P. (“Avenue IV”), Avenue Special Situations Fund V, L.P. (“Avenue V”) and Avenue-CDP Global Opportunities Fund, L.P. (“Avenue-CDP” and, together with Avenue Int’l, Avenue Investments, Avenue IV, Avenue V, the “Avenue Parties”), and Spectrum Brands, Inc., a Delaware corporation (“Battery” and together with the Avenue Parties (as defined herein), the “Parties” and each, a “Party”).
