AMENDMENT AND CONSENTCredit Agreement • February 11th, 2011 • Spectrum Brands, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
As of the Closing Date, Spectrum was 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 engaged in a business combination transaction with Russell Hobbs that was implemented by the acquisition by Super Holdco of all of the equity interests of Spectrum and Russell Hobbs as follows: Super Holdco (i) caused Spectrum Merger Sub to be merged with and into Spectrum, with Spectrum surviving as a wholly owned subsidiary of Super Holdco, wi
