UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): April 7, 2017

 

SPECTRUM BRANDS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

SB/RH HOLDINGS, LLC

(Exact name of registrant as specified in its charter)

 

 

3001 Deming Way

Middleton, Wisconsin 53562

(Address of principal executive offices)

(608) 275-3340

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Item 1.01.

Entry into a Material Definitive Agreement.

On April 7, 2017, Spectrum Brands, Inc. (“Spectrum Brands”) (a wholly-owned direct subsidiary of SB/RH Holdings, LLC (“SB/RH Holdings”), which is a wholly-owned direct subsidiary of Spectrum Brands Holdings, Inc.) and SB/RH Holdings entered into the third amendment (the “Third Amendment,” and, together with the first amendment and second amendment, the “Amendments”) to the credit agreement, dated as of June 23, 2015 (the “Credit Agreement”), by and among Spectrum Brands, SB/RH Holdings, Deutsche Bank AG New York Branch (as the administrative agent) and the lenders party thereto from time to time.

The Third Amendment modified certain terms of the Credit Agreement, including reducing the interest rate margins applicable to Spectrum Brand’s U.S. dollar-denominated term loans under the Credit Agreement (refinancing approximately $1.000 billion in aggregate principal amount of indebtedness) and increasing its restricted payment capacity under the Credit Agreement.

Facilities under the Credit Agreement.

The facilities under the Credit Agreement consist of:

 

 

(3)

a €54.7 million Euro term loan facility due June 23, 2022 (the “Euro Term Loan Facility, and, together with the CAD Term Loan Facility and the USD Term Loan Facility, the “Term Loan Facilities”); and

(4)

a $700 million revolving credit facility (with a U.S. dollar tranche and a multicurrency tranche), which matures on March 6, 2022 (the “Revolving Facility”).

Revolving Facility Commitments.

The aggregate commitment amount of the U.S. dollar tranche of the Revolving Facility is $600 million and the aggregate commitment amount of the multi-currency tranche of the Revolving Facility is $100 million.  At April 7, 2017, $370 million is available under the U.S. dollar tranche of the Revolving Facility and $100 million is available under the multi-currency tranche of the Revolving Facility.  The commitment fee rate will be equal to .35% of the unused commitment amounts, which may be reduced by .05% based on achieving a certain total net leverage ratio specified in the Credit Agreement.

The Credit Agreement allows Spectrum Brands and certain of its subsidiaries, subject to certain conditions, to increase the amount of the commitments thereunder by an aggregate incremental amount not to exceed at the time of incurrence the sum of (x) $900 million (the “Dollar Prong”) plus (y) all voluntary prepayments (unless funded by a contemporaneous refinancing or new long-term indebtedness) of the credit facilities. Incremental amounts may be incurred in reliance on the basket in clause (x) or clause (y) plus (z) additional amounts so long as on the date of incurrence thereof (or, at Spectrum Brands’ option, on the date of establishment of the commitments in respect thereof), the First Lien Leverage Ratio (as defined in the Credit Agreement) on a pro forma basis would not exceed 3.25:1.00. As of the date hereof, Spectrum Brands has not utilized any portion of the Dollar Prong to incur indebtedness under incremental facilities.

Interest Rates.

The CAD Term Loan Facility (if funded in Canadian dollars) will bear interest, at Spectrum’s option, at a rate per annum equal to (x) the BA Rate (as defined in the Credit Agreement) with a 0.75% floor, plus a margin equal to 3.50% or (y) the Canadian Base Rate (as defined in the Credit Agreement) with a 1.75% per annum floor, plus a margin equal to 2.50%.

The Euro Term Loan Facility (if funded in Euros) will bear interest at a rate per annum equal to the EURIBOR Rate (as defined in the Credit Agreement) with a 0.75% per annum floor, plus a margin equal to 2.75% per annum.

Maturity.

Prepayment Provisions.

Voluntary prepayments of borrowings under the Credit Agreement are permitted at any time, in agreed-upon minimum principal amounts. Prepayments are not subject to premium or penalty (except customary LIBOR breakage costs, if applicable).

Guarantees and Security.

 

Item 9.01.

Financial Statements and Exhibits.

(d)          Exhibits

The following exhibits are being filed with this Current Report on Form 8-K.

 

 

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Certain matters discussed herein and other oral and written statements by representatives of Spectrum Brands and its affiliates regarding matters such as the expectations of Spectrum Brands or its affiliates regarding the terms of Spectrum Brands’ indebtedness may be forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are identified by words such as “future,” “anticipate,” “intend,” “plan,” “estimate,” “believe,” “expect,” “project,” “forecast,” “could,” “would,” “should,” “will,” “may,” and similar expressions of future intent or the negative of such terms. These statements are subject to a number of risks and uncertainties that could cause results to differ materially from those anticipated as of the date of this report.

Actual results may differ materially as a result of (1) Spectrum Brands’ ability to manage and otherwise comply with its covenants with respect to its significant outstanding indebtedness, (2) our ability to finance, complete, integrate, and to realize synergies from acquisitions, (3) risks related to changes and developments in external competitive market factors, such as introduction of new product features or technological developments, development of new competitors or competitive brands or competitive promotional activity or spending, (4) changes in retailer and consumer demand for the various types of products Spectrum Brands offers, (5) unfavorable developments in the global capital markets, (6) the impact of overall economic conditions on consumer spending, (7) fluctuations in commodities prices, the costs or availability of raw materials or terms and conditions available from suppliers, (8) changes in the general economic conditions in countries and regions where Spectrum Brands does business, such as stock market prices, interest rates, currency exchange rates, inflation and consumer spending, (9) risks related to the United Kingdom’s 2016 referendum, which called for its exit from the European Union, (10) Spectrum Brands’ ability to successfully implement manufacturing, distribution and other cost efficiencies and to continue to benefit from its cost-cutting initiatives, (11) Spectrum Brands’ ability to identify, develop and retain key employees, or (12) unfavorable weather conditions and various other risks and uncertainties, including those discussed herein and those set forth in the filings pursuant to the federal securities laws of each of Spectrum Brands Holdings, Inc. and SB/RH Holdings, LLC, including each of their most recently filed Annual Reports on Form 10-K or Quarterly Reports on Form 10-Q.

Spectrum Brands also cautions the reader that its estimates of trends, market share, retail consumption of its products and reasons for changes in such consumption are based solely on limited data available to Spectrum Brands and management’s reasonable assumptions about market conditions, and consequently may be inaccurate, or may not reflect significant segments of the retail market. Spectrum Brands also cautions the reader that undue reliance should not be placed on any forward-looking statements, which speak only as of the date of this report. Spectrum Brands undertakes no duty or responsibility to update any of these forward-looking statements to reflect events or circumstances after the date of this report or to reflect actual outcomes.

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	SPECTRUM BRANDS HOLDINGS, INC.
	SB/RH HOLDINGS, LLC
	By:	/s/ Nathan E. Fagre
	Name:	Nathan E. Fagre
	Title:	Senior Vice President, Secretary and General Counsel

EXHIBIT 10.6

THIRD AMENDMENT TO CREDIT AGREEMENT

THIRD AMENDMENT TO CREDIT AGREEMENT (this “Third Amendment”), dated as of April 7, 2017, by and among SPECTRUM BRANDS, INC., a Delaware corporation (the “Lead Borrower”), SB/RH HOLDINGS LLC, a Delaware limited liability company (“Holdings”), DEUTSCHE BANK AG NEW YORK BRANCH (“DBNY”), as administrative agent (in such capacity, the “Administrative Agent”), each of the Persons party hereto as 2017 Replacement USD Term Loan Lenders (as defined below) and Royal Bank of Canada (“Royal Bank”), as an arranger of this Third Amendment (in such capacity, the “Third Amendment Arranger”). Unless otherwise indicated, all capitalized terms used herein and not otherwise defined shall have the respective meanings provided such terms in the Credit Agreement referred to below (as amended by this Third Amendment).

W I T N E S S E T H:

WHEREAS, the Lead Borrower, Holdings, DBNY as administrative agent and collateral agent, each lender from time to time party thereto (the “Lenders”) and the other parties thereto have entered into the Credit Agreement dated as of June 23, 2015 (as the same has been amended, restated, supplemented and/or otherwise modified from time to time prior to the Third Amendment Effective Date referred to below, the “Credit Agreement”);

WHEREAS, on the date hereof (but prior to giving effect to this Third Amendment), there are outstanding USD Term Loans under the Credit Agreement (for purposes of this Third Amendment, herein called the “2017 Refinanced USD Term Loans”) in an aggregate principal amount of $1,000,427,631.49;

WHEREAS, in accordance with the provisions of Section 9.02(c) of the Credit Agreement, the Lead Borrower wishes to amend the Credit Agreement to enable the Lead Borrower to refinance in full the outstanding 2017 Refinanced USD Term Loans with the proceeds of 2017 Replacement USD Term Loans (as defined below), as more fully provided herein;

WHEREAS, the Lead Borrower, the Administrative Agent, the Third Amendment Arranger and the 2017 Replacement USD Term Loan Lenders wish to amend the Credit Agreement to provide for the refinancing in full of all outstanding 2017 Refinanced USD Term Loans with the 2017 Replacement USD Term Loans on the terms and subject to the conditions set forth herein; and

WHEREAS, pursuant to that certain engagement letter, dated as of March 15, 2017, among the Lead Borrower and Royal Bank (the “Third Amendment Engagement Letter”), RBC Capital Markets^* and Deutsche Bank Securities, Inc. shall act as joint lead arrangers and joint bookrunners with respect to this Third Amendment and the 2017 Replacement USD Term Loans provided for hereunder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is agreed as follows:

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^* RBC Capital Markets is a marketing name for the investment banking activities of Royal Bank of Canada and its affiliates.

 

defined below) in the aggregate principal amount of $1,000,427,631.49 to refinance all outstanding 2017 Refinanced USD Term Loans in accordance with the relevant requirements of the Credit Agreement (as modified hereby) and this Third Amendment. It is understood and agreed that the 2017 Replacement USD Term Loans being made pursuant to this Third Amendment and the Credit Agreement (as modified hereby) shall constitute “Replacement Term Loans” as defined in, and pursuant to, Section 9.02(c) of the Credit Agreement and the 2017 Refinanced USD Term Loans being refinanced shall constitute “Replaced Term Loans” as defined in, and pursuant to, Section 9.02(c) of the Credit Agreement. Except as expressly provided in this Third Amendment (including as to the Applicable Rate) and the Credit Agreement (as modified hereby), the 2017 Replacement USD Term Loans shall be on terms identical to the 2017 Refinanced USD Term Loans (including as to maturity, Guarantors, Collateral (and ranking) and payment priority).

 

Lender’s name on Schedule I hereto (as to any New 2017 Replacement USD Term Loan Lender, its “2017 Replacement USD Term Loan Commitment”).

 

 

applicable to such deemed Borrowing of Eurocurrency Rate Converted 2017 Replacement USD Term Loans.

“(a) with respect to Initial Term Loans, the rate per annum applicable to the relevant Class of Loans set forth below under the caption “ABR Spread”, “LIBO Rate Spread”, “BA Rate Spread” or “EURIBOR Rate Spread” as the case may be:

 

““Arrangers” means, (w) with respect to the Initial Term Loans (other than the 2016 Replacement USD Term Loans and the 2017 Replacement USD Term Loans) and the Initial Revolving Credit Commitments, each of Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, (x) with respect to the 2016 Replacement USD Term Loans, Deutsche Bank Securities Inc. in its capacity as sole bookrunner and sole lead arranger, (y) with respect to the Second Amendment, (i) each of Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, JPMorgan Chase Bank N.A. and RBC Capital Markets¹, as joint bookrunners and joint lead arrangers and (ii) each of Royal Bank of Canada, Credit Suisse Securities (USA) LLC and JPMorgan Chase Bank N.A. as co-documentation agents and (z) with respect to the 2017 Replacement USD Term Loans, RBC Capital Markets and Deutsche Bank Securities Inc., as joint bookrunners and joint lead arrangers.”

““Credit Facilities” means the Term Loan Facility (which for the avoidance of doubt shall include the 2017 Replacement USD Term Loan) and the Revolving Facility.”

““Initial Term Loans” means (i) prior to the First Amendment Effective Date and the incurrences of the 2016 Replacement USD Term Loans, the USD Term Loans, Euro Term Loans and CAD Term Loans made by the Term Lenders on the Closing Date to the Lead Borrower pursuant to Section 2.01(a), (ii) on or after the First

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¹ RBC Capital Markets is a brand name for the capital markets businesses of Royal Bank of Canada and its affiliates.

Amendment Effective Date and upon the making of the 2016 Replacement USD Term Loans pursuant to the First Amendment Effective Date but prior to the Third Amendment Effective date, (x) the Euro Term Loans and CAD Term Loans made by the Term Lenders to the Lead Borrower on the Closing Date and (y) the 2016 Replacement USD Term Loans made on the First Amendment Effective Date pursuant to the First Amendment and Section 2.01 (including by way of the 2016 USD Term Loan Conversion) and (iii) on or after the Third Amendment Effective Date and upon the making of the 2017 Replacement USD Term Loans pursuant to the Third Amendment Effective Date, (x) the Euro Term Loans and CAD Term Loans made by the Term Lenders to the Lead Borrower on the Closing Date and (y) the 2017 Replacement USD Term Loans made on the Third Amendment Effective Date pursuant to the Third Amendment and Section 2.01 (including by way of the 2017 USD Term Loan Conversion)”

““Initial Term Loan Commitment” means, with respect to each Term Lender, (i) such Lender’s USD Term Commitment, CAD Term Commitment and/or Euro Term Commitment or (ii) an Additional Term Commitment.”

““USD Term Commitment” means, with respect to (i) any USD Term Lender on the Closing Date, the commitment, if any, of such Lender to make a USD Term Loan on the Closing Date, expressed as an amount representing the maximum principal amount of the USD Term Loan to be made by such Lender as set forth on Schedule 1.01(a), (ii) with respect to the 2016 Replacement USD Term Loan Lenders on the First Amendment Effective Date, (x) with respect to each New 2016 Replacement USD Term Loan Lenders, the amount set forth opposite such Lender’s name on Schedule I to the First Amendment under the caption “Amount of 2016 Replacement USD Term Commitments” and (y) with respect to each 2016 Converting Lender, such 2016 Converting Lender’s 2016 USD Term Loan Conversion Amount, in each case, as the same may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.05 and (iii) with respect to the 2017 Replacement USD Term Loan Lenders on

 

the Third Amendment Effective Date, (x) with respect to each New 2017 Replacement USD Term Loan Lenders, the amount set forth opposite such Lender’s name on Schedule I to the Third Amendment under the caption “Amount of 2017 Replacement USD Term Commitments” and (y) with respect to each 2017 Converting Lender, such 2017 Converting Lender’s 2017 USD Term Loan Conversion Amount, in each case, as the same may be (a) reduced from time to time pursuant to Section 2.08 and (b) reduced or increased from time to time pursuant to assignments by or to such Lender pursuant to Section 9.05.  The initial amount of each Lender’s USD Term Commitment is (i) set forth on Schedule 1.01(a) with respect to USD Term Loans made on the Closing Date, (ii) set forth on Schedule I to the First Amendment with respect to the USD Term Loans made on the First Amendment Effective Date by the New 2016 Replacement USD Term Loans Lenders, (iii) the 2016 Replacement USD Term Loan Conversion Amount of such Lender (in the case such Lender is a 2016 Converting Lender) with respect to the USD Term Loans made by such Lender by way of the 2016 USD Term Loan Conversion, (iv) set forth on Schedule I to the Third Amendment with respect to the USD Term Loans made on the Third Amendment Effective Date by the New 2017 Replacement USD Term Loans Lenders, (v) the 2017 Replacement USD Term Loan Conversion Amount of such Lender (in the case such Lender is a 2017 Converting Lender) with respect to the USD Term Loans made by such Lender by way of the 2017 USD Term Loan Conversion, (vi) in the Assignment and Assumption pursuant to which such Lender shall have assumed its USD Term Commitment, or (vii) in the amendment or agreement relating to the respective Incremental Commitment or commitments to make Replacement Term Loans pursuant to which such Lender shall have assumed its USD Term Commitment, as the case may be, as such amounts may be adjusted from time to time in accordance with this Agreement. The aggregate amount of USD Term Commitments (x) on the Closing Date was $1,450,000,000, (y) on the First Amendment Effective Date is $1,005,518,866.25 and (z) on the Third Amendment Effective Date is $1,000,427,631.49.

“2017 Converting Lender” has the meaning assigned to such term in the Third Amendment.

“2017 New USD Term Loans” has the meaning assigned to such term in Section 2.01(a).

“2017 Refinanced USD Term Loans” has the meaning assigned to such term in the Third Amendment.

“2017 Replacement USD Term Commitment” has the meaning assigned to such term in the Third Amendment.

“2017 Replacement USD Term Loan” has the meaning assigned to such term in the Third Amendment.

“2017 Replacement USD Term Loan Lender” has the meaning assigned to such term in the Third Amendment.

“2017 Replacement USD Term Loan Conversion Amount” shall mean, as to any 2017 Converting Lender, the amount determined by the Third

 

Amendment Arranger and the Lead Borrower as the final amount of such 2017 Converting Lender’s 2017 Replacement USD Term Loan Conversion on the Third Amendment Effective Date and notified to each such 2017 Converting Lender by the Third Amendment Arranger on or prior to the Third Amendment Effective Date. The “2017 Replacement USD Term Loan Conversion Amount” of any 2017 Converting Lender shall not exceed (but may be less than) the principal amount of such 2017 Converting Lender’s 2017 Refinanced USD Term Loans. All such determinations made by the Third Amendment Arranger and the Lead Borrower shall, absent manifest error, be final, conclusive and binding on the Administrative Agent, the Lead Borrower and the Lenders, and the Administrative Agent, the Third Amendment Arranger and the Borrowers shall have no liability to any Person with respect to such determination absent gross negligence or willful misconduct (in each case, as determined by a court of competent jurisdiction in a final and non-appealable judgment).

“2017 USD Term Loan Conversion” has the meaning assigned to such term in the Third Amendment.

“New 2017 Replacement USD Term Loan” has the meaning assigned to such term in the Third Amendment.

“New 2017 Replacement USD Term Loan Lender” has the meaning assigned to such term in the Third Amendment.

“Third Amendment” shall mean the Third Amendment to Credit Agreement, dated as of April 7, 2017, by and among the Lead Borrower, the Administrative Agent, the Third Amendment Arranger and the 2017 Replacement USD Term Loan Lenders.

“Third Amendment Arranger” has the meaning assigned to such term in the Third Amendment.

“Third Amendment Effective Date” has the meaning assigned to such term in the Third Amendment.

“(a) (i)(a)(1) Subject to the terms and conditions set forth herein, each USD Term Lender on the Closing Date severally, and not jointly, agreed to make term loans to the Lead Borrower on the Closing Date in U.S. Dollars in a principal amount not to exceed (x) its USD Term Commitment on the Closing Date minus (y) the amount of term loans made to the Lead Borrower on the Closing Date in U.S. Dollars by certain Existing Term Loan Lenders pursuant to the Cashless Settlement Letter (such term loans made by such USD Term Lender and such Existing Term Loan Lenders, the “Original USD Term Loans”), (2) on the First Amendment Effective Date, (x) each New 2016 Replacement USD Term Loan Lender severally, and not jointly, agrees to make, on the terms and conditions set forth in the First Amendment and in reliance upon the representations and warranties set forth in the First Amendment, New 2016 Replacement USD Term Loans on the First Amendment Effective Date to the Lead Borrower in an amount equal to the 2016 Replacement USD Term Commitment of such New 2016 Replacement USD Term Loan Lender (and the Lead Borrower hereby agrees to apply the

 

proceeds of such New 2016 Replacement USD Term Loans to refinance the Original Refinanced USD Term Loans in accordance with the First Amendment) and (y) each 2016 Converting Lender agrees severally, and not jointly, that, pursuant to the 2016 USD Term Loan Conversion as set forth in the First Amendment, without any further action by any party to this Agreement, a portion of such 2016 Converting Lender’s Original Refinanced USD Term Loans equal to such 2016 Converting Lender’s 2016 Replacement USD Term Loan Conversion Amount shall automatically be converted into 2016 Replacement USD Term Loans in a like principal amount in accordance with the terms and conditions of the First Amendment (such term loans made on the First Amendment Effective Date by the New 2016 Replacement USD Term Loan Lenders and the 2016 Converting Lenders, the “New USD Term Loans”) and (3) on the Third Amendment Effective Date, (x) each New 2017 Replacement USD Term Loan Lender severally, and not jointly, agrees to make, on the terms and conditions set forth in the Third Amendment and in reliance upon the representations and warranties set forth in the Third Amendment, New 2017 Replacement USD Term Loans on the Third Amendment Effective Date to the Lead Borrower in an amount equal to the 2017 Replacement USD Term Commitment of such New 2017 Replacement USD Term Loan Lender (and the Lead Borrower hereby agrees to apply the proceeds of such New 2017 Replacement USD Term Loans to refinance the 2017 Refinanced USD Term Loans in accordance with the Third Amendment) and (y) each 2017 Converting Lender agrees severally, and not jointly, that, pursuant to the 2017 USD Term Loan Conversion as set forth in the Third Amendment, without any further action by any party to this Agreement, a portion of such 2017 Converting Lender’s 2017 Refinanced USD Term Loans equal to such 2017 Converting Lender’s 2017 Replacement USD Term Loan Conversion Amount shall automatically be converted into 2017 Replacement USD Term Loans in a like principal amount in accordance with the terms and conditions of the Third Amendment (such term loans made on the Third Amendment Effective Date by the New 2017 Replacement USD Term Loan Lenders and the 2017 Converting Lenders, the “2017 New USD Term Loans” and, together with the Original USD Term Loans and the New USD Term Loans, the “USD Term Loans”), (b) subject to the terms and conditions set forth herein, each Euro Term Lender on the Closing Date severally, and not jointly, agreed to make term loans to the Lead Borrower on the Closing Date in Euros in a principal amount not to exceed its Euro Term Commitment on the Closing Date (such term loans made by the Euro Term Lender, the “Euro Term Loans”), and (c) subject to the terms and conditions set forth herein, each CAD Term Lender on the Closing Date severally, and not jointly, agreed to make term loans to the Lead Borrower on the Closing Date in Canadian Dollars in a principal amount not to exceed its CAD Term Commitment on the Closing Date (the “CAD Term Loans”) and (ii) subject to the terms and conditions set forth herein, (x) each Dollar Revolving Lender severally, and not jointly, agrees to make Dollar Revolving Loans denominated in U.S. Dollars to the Revolving Facility Borrowers in U.S. Dollars at any time and from time to time on and after the Closing Date, and until the earlier of the Dollar Revolving Credit Maturity Date and the termination of the Dollar Revolving Credit Commitment of such Dollar Revolving Lender in accordance with the terms hereof; provided that after giving effect to any Borrowing of Dollar Revolving Loans, the Outstanding Amount of such Lender’s Dollar Revolving Credit Exposure shall not exceed such Lender’s Dollar Revolving Credit Commitment and (y) each Multicurrency Revolving Lender severally, and not jointly, agrees to make Multicurrency Revolving Loans denominated in U.S. Dollars or Alternative Currencies to the Revolving Facility Borrowers in U.S. Dollars or Alternative Currencies at any time and from time to time on and after the Closing Date, and until the earlier of the Multicurrency Revolving Credit Maturity Date and the termination of the Multicurrency Revolving Credit Commitment of

 

such Multicurrency Revolving Lender in accordance with the terms hereof; provided that after giving effect to any Borrowing of Multicurrency Revolving Loans, the Dollar Equivalent of the Outstanding Amount of such Lender’s Multicurrency Revolving Credit Exposure shall not exceed the Dollar Equivalent of such Lender’s Multicurrency Revolving Credit Commitment. Within the foregoing limits and subject to the terms, conditions and limitations set forth herein, the Revolving Facility Borrowers may borrow, pay or prepay and reborrow Revolving Loans. Amounts paid or prepaid in respect of the Term Loans may not be reborrowed. Subject to the terms of this Agreement and the Ancillary Documents, an Ancillary Lender may make available an Ancillary Facility to any Revolving Facility Borrower in place of all or part of its Multicurrency Revolving Credit Commitment.”

“and (iv) the 2017 Replacement USD Term Commitments shall automatically terminate on the Third Amendment Effective Date upon the making of the 2017 Replacement USD Term Loans on the Third Amendment Effective Date.”

 

inserting the text “2017 Replacement USD Term Loans” in lieu thereof and (y) deleting the text “First Amendment Effective Date” and inserting the text “Third Amendment Effective Date” in lieu thereof.

 

to “materiality,” “Material Adverse Effect” or similar language shall be true and correct in all respects on such date);

 

 

[The remainder of this page is intentionally left blank.]

 

IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute and deliver this Third Amendment as of the date first above written.

SPECTRUM BRANDS, INC., as the Lead Borrower SB/RH HOLDINGS, LLC, as Holdings
By:	/s/ Joanne P. Chomiak
Name:	Joanne P. Chomiak
Title:	Senior Vice President and Treasurer

 

 

 

[SIGNATURE PAGE TO SPECTRUM THIRD AMENDMENT TO CREDIT AGREEMENT (REPRICING)]

	DEUTSCHE BANK AG NEW YORK BRANCH, as Administrative Agent
	By:	/s/ Peter Cucchiara
	Name:	Peter Cucchiara
	Title:	Vice President
	By:	/s/ Dusan Lazarov
	Name:	Dusan Lazarov
	Title:	Director

 

 

[SIGNATURE PAGE TO SPECTRUM THIRD AMENDMENT TO CREDIT AGREEMENT (REPRICING)]

 

[SIGNATURE PAGE TO SPECTRUM THIRD AMENDMENT TO CREDIT AGREEMENT (REPRICING)]

BY ITS EXECUTION OF THIS SIGNATURE PAGE, THE UNDERSIGNED HEREBY (I) REQUESTS TO CONVERT THE FULL PRINCIPAL AMOUNT OF ITS 2017 REFINANCED USD TERM LOANS INTO CONVERTED 2017 REPLACEMENT USD TERM LOANS PURSUANT TO, AND ON THE TERMS AND CONDITIONS SET FORTH IN, THIS FIRST AMENDMENT TO THE CREDIT AGREEMENT AND (II) ACKNOWLEDGES AND AGREES THAT ITS 2017 REPLACEMENT USD TERM LOAN CONVERSION AMOUNT MAY BE LESS THAN THE FULL PRINCIPAL AMOUNT OF ITS 2017 REFINANCED USD TERM LOANS WHICH IT REQUESTS TO CONVERT HEREUNDER.

	NAME OF INSTITUTION
			, as a
	2017 Converting Lender
	By:
		Name:
		Title:

	For institutions requiring a second signature line:
	By:
		Name:
		Title:

 

 

[SIGNATURE PAGE TO SPECTRUM THIRD AMENDMENT TO CREDIT AGREEMENT (REPRICING)]

 

 

[rest of page intentionally left blank]

 

IN WITNESS WHEREOF, the parties hereto have caused this Acknowledgment and Confirmation to be duly executed and delivered by their proper and duly authorized officers as of the day and year first above written.

 

 

[SIGNATURE PAGE TO SPECTRUM ACKNOWLEDGMENT AND CONFIRMATION - THIRD AMENDMENT TO CREDIT AGREEMENT]

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