CREDIT AGREEMENT dated as of June 16, 2010 among SPECTRUM BRANDS, INC., as Borrower, SB/RH HOLDINGS, LLC, THE LENDERS PARTY HERETO and CREDIT SUISSE AG, as Administrative Agent CREDIT SUISSE SECURITIES (USA) LLC, BANC OF AMERICA SECURITIES LLC and...Credit Agreement • August 18th, 2010 • Spectrum Brands, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
Spectrum is party to an Agreement and Plan of Merger dated as of February 9, 2010 (as amended by Amendment No. 1 dated as of March 1, 2010, Amendment No. 2 dated as of March 26, 2010 and Amendment No. 3 dated as of April 30, 2010, the “Merger Agreement”) by and among Spectrum Brands Holdings, Inc. (formerly known as SB/RH Holdings, Inc.), a Delaware corporation (“Super Holdco”), Battery Merger Corp., a Delaware corporation (“Spectrum Merger Sub”), Grill Merger Corp., a Delaware corporation (“Russell Hobbs Merger Sub”), Spectrum and Russell Hobbs, Inc., a Delaware corporation (“Russell Hobbs”), pursuant to which Spectrum will engage in a business combination transaction with Russell Hobbs that is implemented by the acquisition by Super Holdco of all of the equity interests of Spectrum and Russell Hobbs as follows: Super Holdco (i) causes Spectrum Merger Sub to be merged with and into Spectrum, with Spectrum surviving as a wholly owned subsidiary of Super Holdco, with the equityholders o
SPECTRUM BRANDS, INC. as Issuer the Guarantors party hereto and US BANK NATIONAL ASSOCIATION as Trustee Indenture Dated as of June 16, 2010 Senior Secured Notes Due 2018Indenture • August 18th, 2010 • Spectrum Brands, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
INDENTURE, dated as of June 16, 2010, between Spectrum Brands, Inc., a Delaware corporation, as the Company, the Guarantors party hereto and US Bank National Association, as Trustee.
CONTINUING GUARANTY AGREEMENTContinuing Guaranty Agreement • August 18th, 2010 • Spectrum Brands, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS CONTINUING GUARANTY AGREEMENT (this “Guaranty”) is made as of June 16, 2010, by SB/RH HOLDINGS, LLC, a Delaware limited liability company (“Holdings” or the “Guarantor”), in favor of BANK OF AMERICA, N.A., a national banking association, with an address at 200 Glastonbury Boulevard, Glastonbury, Connecticut 06033, in its capacity as administrative agent (together with its successors in such capacity, “Agent”) for certain financial institutions (“Lenders”; Agent and each of the Lenders is sometimes referred to individually hereinafter as a “Guaranteed Party” and, collectively, as the “Guaranteed Parties”) party to the Loan Agreement (as defined below), and such Lenders.
SUBSIDIARY GUARANTYSubsidiary Guaranty • August 18th, 2010 • Spectrum Brands, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
SUBSIDIARY GUARANTY, dated as of June 16, 2010 (this “Guaranty”), made by the Subsidiaries of Spectrum Brands, Inc. (the “Borrower”) listed on the signature pages hereof and the Additional Subsidiary Guarantors described herein (the Subsidiaries so listed and the Additional Subsidiary Guarantors being, collectively, the “Subsidiary Guarantors” and, individually, “Subsidiary Guarantor”), in favor of CREDIT SUISSE AG, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) for the lenders (the “Term Lenders”) from time to time party to that certain Term Loan Credit Agreement dated as of June 16, 2010 (as further amended, supplemented or otherwise modified from time to time, the “Term Loan Credit Agreement”) among the Borrower, SB/RH Holdings, LLC (“Holdings”), the Term Lenders and the Administrative Agent.
COPYRIGHT SECURITY AGREEMENT (Copyrights, Copyright Registrations, Copyright Applications and Copyright Licenses)Copyright Security Agreement • August 18th, 2010 • Spectrum Brands, Inc. • Miscellaneous electrical machinery, equipment & supplies
WHEREAS, Russell Hobbs, Inc., Spectrum Brands, Inc., ROV Holding, Inc., Tetra Holding (US), Inc. and United Pet Group, Inc., each a Delaware corporation, Applica Consumer Products, Inc., a Florida corporation,. and ROVCAL, Inc., a California corporation, (herein referred to each as a “Grantor”) owns, or in the case of licenses is a party to, the Copyright Collateral (as defined below);
COLLATERAL TRUST AGREEMENT Dated as of June 16, 2010 among SPECTRUM BRANDS, INC., SB/RH HOLDINGS, LLC, THE OTHER GRANTORS PARTY HERETO, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent under the Term Loan Credit Agreement US BANK,...Collateral Trust Agreement • August 18th, 2010 • Spectrum Brands, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This COLLATERAL TRUST AGREEMENT, dated as of June 16, 2010, by and among SPECTRUM BRANDS, INC., a Delaware corporation (the “Company”), SB/RH HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the subsidiaries of the Company listed on the signature pages hereof and the Additional Grantors described herein (the Company, Holdings, the subsidiaries so listed and the Additional Grantors being, collectively, the “Grantors”), CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as administrative agent under the Term Loan Credit Agreement described herein (in such capacity, together with its successors and assigns from time to time, the “Term Loan Agent”), US BANK, NATIONAL ASSOCIATION, as trustee under the Senior Secured Note Indenture described herein (in such capacity, together with its successors and assigns from time to time, the “Senior Indenture Trustee”), WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral agent (in such capacity, together with its successors and assigns from tim
TRADEMARK SECURITY AGREEMENT (Trademarks, Trademark Registrations, Trademark Applications and Trademark Licenses)Trademark Security Agreement • August 18th, 2010 • Spectrum Brands, Inc. • Miscellaneous electrical machinery, equipment & supplies
WHEREAS, Russell Hobbs, Inc., Spectrum Brands, Inc., ROV Holding, Inc., Tetra Holding (US), Inc. and United Pet Group, Inc., each a Delaware corporation, Applica Consumer Products, Inc., a Florida corporation, and ROVCAL, Inc., a California corporation, (herein referred to each as a “Grantor”) owns, or in the case of licenses is a party to, the Trademark Collateral (as defined below);
SECURITY AGREEMENT dated as of June 16, 2010 among SPECTRUM BRANDS, INC., SB/RH HOLDINGS, LLC, THE OTHER GRANTORS PARTY HERETO and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Collateral TrusteeSecurity Agreement • August 18th, 2010 • Spectrum Brands, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
SECURITY AGREEMENT dated as of June 16, 2010 among SPECTRUM BRANDS, INC., a Delaware corporation (the “Company”), SB/RH HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the subsidiaries of the Company listed on the signature pages hereof and the Additional Grantors described herein (the Company, Holdings, the Subsidiaries so listed and the Additional Grantors being, collectively, the “Grantors”) and WELLS FARGO BANK, NATIONAL ASSOCIATION, as collateral trustee under the Collateral Trust Agreement (in such capacity, including any successor thereto, the “Collateral Trustee”), for the benefit of the Secured Parties described herein.
SPECTRUM BRANDS, INC., and certain of its domestic subsidiaries as Borrowers, and certain domestic subsidiaries of Borrowers party hereto from time to time as Guarantors, and SB/RH HOLDINGS, LLC, as a Guarantor LOAN AND SECURITY AGREEMENT Dated as of...Loan and Security Agreement • August 18th, 2010 • Spectrum Brands, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) is dated as of June 16, 2010, by and among SPECTRUM BRANDS, INC., a Delaware corporation (“Spectrum”), RUSSELL HOBBS, INC., a Delaware corporation (“Russell Hobbs”, and together with Spectrum and the other domestic Subsidiaries listed on the signature pages hereto as Borrowers, and each other wholly-owned, domestic Subsidiary of Spectrum that, in accordance with Section 10.1.9, becomes a Borrower hereunder after the Closing Date, collectively, “Borrowers”), SB/RH HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), as a Guarantor, certain Domestic Subsidiaries of Borrowers party hereto from time to time as Guarantors (collectively with Holdings, “Guarantors”), the financial institutions party to this Agreement from time to time as lenders (collectively, “Lenders”), BANK OF AMERICA, N.A., a national banking association, in its capacity as collateral agent and administrative agent (together with its successors in such capac
PATENT SECURITY AGREEMENT (Patents, Patent Applications and Patent Licenses)Patent Security Agreement • August 18th, 2010 • Spectrum Brands, Inc. • Miscellaneous electrical machinery, equipment & supplies
WHEREAS, Russell Hobbs, Inc., Spectrum Brands, Inc., ROV Holding, Inc., Tetra Holding (US), Inc. and United Pet Group, Inc., each a Delaware corporation, Applica Consumer Products, Inc., a Florida corporation,. and ROVCAL, Inc., a California corporation, (herein referred to each as a “Grantor”) owns, or in the case of licenses is a party to, the Patent Collateral (as defined below);
THIRD SUPPLEMENTAL INDENTUREThird Supplemental Indenture • August 18th, 2010 • Spectrum Brands, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This Third Supplemental Indenture (this “Third Supplemental Indenture”), dated as of June 16, 2010, among Spectrum Brands, Inc., a Delaware corporation (the “Company”), the guaranteeing subsidiaries set forth on Schedule A hereto (together, the “Guaranteeing Subsidiaries”, and each a “Guaranteeing Subsidiary”), the Guarantors (as defined in the Indenture referred to herein) and U.S. Bank National Association, a national banking organization organized under the laws of the United States of America, as Trustee (the “Trustee”).
INTERCREDITOR AGREEMENT dated as of June 16, 2010 among SPECTRUM BRANDS, INC., SB/RH HOLDINGS, LLC, THE OTHER GRANTORS PARTY HERETO, BANK OF AMERICA, N.A., as ABL Agent and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Term/Notes AgentIntercreditor Agreement • August 18th, 2010 • Spectrum Brands, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This INTERCREDITOR AGREEMENT dated as of June 16, 2010, among SPECTRUM BRANDS, INC., a Delaware corporation (the “Company”), SB/RH HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the subsidiaries of the Company listed on the signature pages hereof and the Additional Grantors described herein (the Company, Holdings, the subsidiaries so listed and the Additional Grantors being, collectively, the “Grantors”), WELLS FARGO BANK, NATIONAL ASSOCIATION, (“WFB”) as the Term/Notes Agent and BANK OF AMERICA, N.A. (“BofA”) as the ABL Agent.
HOLDINGS GUARANTYHoldings Guaranty • August 18th, 2010 • Spectrum Brands, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
HOLDINGS GUARANTY, dated as of June 16, 2010 (this “Guaranty”), made by SB/RH Holdings, LLC, a Delaware limited liability company (“Holdings”), in favor of CREDIT SUISSE AG, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) for the lenders (the “Term Lenders”) from time to time party to that certain Term Loan Credit Agreement dated as of June 16, 2010 (as further amended, supplemented or otherwise modified from time to time, the “Term Loan Credit Agreement”) among Spectrum Brands, Inc. (the “Borrower”) , Holdings, the Term Lenders and the Administrative Agent.
SECOND SUPPLEMENTAL INDENTURESecond Supplemental Indenture • August 18th, 2010 • Spectrum Brands, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
This Second Supplemental Indenture (this “Second Supplemental Indenture”), dated as of June 15, 2010, among Battery Merger Corp., a Delaware corporation (the “Guaranteeing Subsidiary”), Spectrum Brands, Inc., a Delaware corporation (the “Company”), and U.S. Bank National Association, a national banking organization organized under the laws of the United States of America, as Trustee (the “Trustee”).
