INCREMENTAL TERM LOAN AMENDMENT NO. 1Incremental Term Loan Amendment • May 27th, 2016 • Energizer Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York
INCREMENTAL TERM LOAN AMENDMENT NO. 1, dated as of May 24, 2016 (this “Amendment”), among Energizer Holdings, Inc., a Missouri corporation (the “Borrower”), the other Loan Parties party hereto, Citibank, N.A. and JPMorgan Chase Bank, N.A. (“JPMCB”), as Increasing Lenders (in such capacity, the “2016 New Term Lenders”), Citigroup Global Markets Inc. (“CGMI”) and JPMCB (together with CGMI, the “Lead Arrangers”, as joint lead arrangers and joint bookrunner with respect to the 2016 New Term Loans (as hereinafter defined), and JPMorgan Chase Bank, N.A., as Administrative Agent.
AGREEMENT AND PLAN OF MERGER By and Among Energizer Holdings, Inc., Energizer Reliance, Inc., Trivest Partners V, L.P. and Handstands Holding Corporation May 24, 2016Merger Agreement • May 27th, 2016 • Energizer Holdings, Inc. • Miscellaneous electrical machinery, equipment & supplies • Delaware
This Agreement and Plan of Merger (the “Agreement”) is made and entered into as of the 24th day of May, 2016, by and among (i) Energizer Holdings, Inc., a Missouri corporation (“Parent”); (ii) Energizer Reliance, Inc., a newly-formed Delaware corporation and subsidiary of Parent (“MergerSub”); (iii) Trivest Partners V, L.P., a Delaware limited partnership (“Representative”), as representative of the Stockholders (defined herein), and (iv) Handstands Holding Corporation, a Delaware corporation (“Holding”). Certain capitalized terms used in this Agreement are defined in Article X herein and others are defined within the Agreement.
