Exhibit 4.7
FIRST AMENDMENT
THIS FIRST AMENDMENT dated as of July 28, 2000 (this "AMENDMENT")
amends the Second Amended and Restated Credit Agreement dated as of August 9,
1999 (the "CREDIT AGREEMENT") among RAYOVAC CORPORATION (the "COMPANY"), various
financial institutions and BANK OF AMERICA, N.A., as Administrative Agent (in
such capacity, the "ADMINISTRATIVE AGENT"). Unless otherwise defined herein,
capitalized terms used herein have the respective meanings assigned thereto in
the Credit Agreement.
WHEREAS, the parties hereto desire to amend the Credit Agreement as set
forth below,
NOW, THEREFORE, for good and valuable consideration (the receipt and
sufficiency of which are hereby acknowledged), the parties hereto agree as
follows:
SECTION 1 AMENDMENTS. Effective on (and subject to the occurrence of)
the Amendment Effective Date (as defined below), the Credit Agreement shall be
amended as set forth below.
1.1 AMENDMENT TO DEFINITION OF L/C COMMITMENT. The definition of "L/C
Commitment" is amended by deleting the amount "$20,000,000" therein and
substituting the amount "$40,000,000" therefor.
1.2 AMENDMENT TO SECTION 8.4. Clause (e) of Section 8.4 is amended by
deleting the amount "$3,000,000" therein and substituting the amount
"$10,000,000" therefor.
1.3 AMENDMENT TO SECTION 8.16. The table in Section 8.16 is amended in
its entirety to read as follows:
FISCAL YEAR AMOUNT
ending 9/30/99 $30,000,000
ending 9/30/00 $30,000,000
ending 9/30/01 $40,000,000
ending 9/30/02 $40,000,000
ending 9/30/03 $40,000,000.
SECTION 2 REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to the Administrative Agent and the Lenders that (a) the
representations and warranties made in Section 6 of the Credit Agreement are
true and correct on and as of the Amendment Effective Date with the same effect
as if made on and as of such date (except to the extent such representations and
warranties expressly refer to an earlier date, in which case they were true and
correct as of such earlier date); and (b) no Event of Default or Unmatured Event
of Default exists or will result from the execution and delivery of this
Amendment.
SECTION 3 EFFECTIVENESS. The amendments set forth in SECTION 1 above
shall become effective, as of the day and year first above written, on the date
(the "AMENDMENT EFFECTIVE DATE") on which the Administrative Agent has received
(a) a counterpart of this Amendment executed by the Company and the Required
Lenders (or, in the case of any party from which the Administrative Agent has
not received a counterpart hereof, facsimile confirmation of the execution of a
counterpart hereof by such party) and (b) a Confirmation, substantially in the
form of EXHIBIT A, executed by the Company and each Subsidiary (other than any
Foreign Subsidiary or Dormant Subsidiary).
SECTION 4 MISCELLANEOUS.
4.1 CONTINUING EFFECTIVENESS, ETC. As herein amended, the Credit
Agreement shall remain in full force and effect and is hereby ratified and
confirmed in all respects. After the Amendment Effective Date, all references in
the Credit Agreement and each other Loan Document to the "Credit Agreement" or
similar terms shall refer to the Credit Agreement as amended hereby.
4.2 COUNTERPARTS. This Amendment may be executed in any number of
counterparts and by the different parties on separate counterparts, and each
such counterpart shall be deemed to be an original but all such counterparts
shall together constitute one and the same Amendment.
4.3 EXPENSES. The Company agrees to pay the reasonable costs and
expenses of the Administrative Agent (including Attorney Costs) in connection
with the preparation, execution and delivery of this Amendment.
4.4 GOVERNING LAW. This Amendment shall be a contract made under and
governed by the internal laws of the State of New York.
4.5 SUCCESSORS AND ASSIGNS. This Amendment shall be binding upon the
Company, the Lenders and the Administrative Agent and their respective
successors and assigns, and shall inure to the benefit of the Company, the
Lenders and the Administrative Agent and the successors and assigns of the
Lenders and the Administrative Agent.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed and delivered by their duly-authorized officers as of the day and year
first above written.
RAYOVAC CORPORATION
By:
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Title:
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BANK OF AMERICA, N.A. as Administrative Agent,
Issuing Lender, Swingline Lender and a Lender
By:
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Title:
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BANK LEUMI USA
By:
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Title:
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THE BANK OF NEW YORK
By:
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Title:
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THE BANK OF NOVA SCOTIA
By:
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Title:
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BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By:
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Title:
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BNP PARIBAS
By:
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Title:
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COMERICA BANK
By:
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Title:
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DRESDNER BANK AG, NEW YORK AND GRAND
CAYMAN BRANCHES
By:
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Title:
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By:
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Title:
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BANK ONE, NA (Main Office Chicago)
By:
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Title:
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FIRSTAR BANK, N.A.
By:
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Title:
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FLEET NATIONAL BANK
By:
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Title:
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HARRIS TRUST AND SAVINGS BANK
By:
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Title:
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LASALLE BANK NATIONAL ASSOCIATION
By:
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Title:
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M&I MARSHALL & ILSLEY BANK
By:
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Title:
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THE MITSUBISHI TRUST AND BANKING CORPORATION
By:
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Title:
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NATIONAL CITY BANK
By:
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Title:
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THE NORTHERN TRUST COMPANY
By:
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Title:
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THE ROYAL BANK OF SCOTLAND PLC
By:
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Title:
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ST. FRANCIS BANK, F.S.B.
By:
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Title:
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SUNTRUST BANK
By:
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Title:
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U.S. BANK NATIONAL ASSOCIATION
By:
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Title:
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EXHIBIT A
CONFIRMATION
Dated as of July 28, 2000
To: Bank of America, N.A., as
Administrative Agent, and the
Lenders which are parties to the
Credit Agreement referred to below
Please refer to (a) the Second Amended and Restated Credit Agreement
dated as of August 9, 1999 (the "CREDIT AGREEMENT") among Rayovac Corporation
(the "COMPANY"), various financial institutions (the "LENDERS") and Bank of
America, N.A., as Administrative Agent (the "ADMINISTRATIVE AGENT"); (b) the
Security Agreement dated as of September 12, 1996 among the Company, ROV
Holding, Inc., Rovcal, Inc. and the Administrative Agent; (c) the Trademark
Security Agreement dated as of September 12, 1996 executed by the Company in
favor of the Administrative Agent; (d) the Patent Security Agreement dated as of
September 12, 1996 executed by the Company in favor of the Administrative Agent;
(e) the Copyright Security Agreement dated as of September 12, 1996 executed by
the Company in favor of the Administrative Agent; (f) the Guaranty dated as of
September 12, 1996 executed by ROV Holding, Inc. and Rovcal, Inc. in favor of
the Lenders and the Administrative Agent; (g) the Company Pledge Agreement dated
as of September 12, 1996 between the Company and the Administrative Agent; (h)
the Deed of Charge and Memorandum of Deposit dated September 12, 1996 between
ROV Holding, Inc. and the Administrative Agent; (i) the Share Pledge Agreement
dated as of November 11, 1996 executed by ROV Holding, Inc. in favor of the
Administrative Agent; (j) the Deed of Charge and Memorandum of Deposit dated as
of November 11, 1996 between ROV Holding, Inc. and the Administrative Agent; (k)
the Deed of Pledge dated as of November 11, 1996 between ROV Holding, Inc. and
the Administrative Agent; (l) the Charge Over Shares dated August 9, 1999
between ROV Holding, Inc. and the Administrative Agent; and (m) the First
Amendment dated as of July 28, 2000, amending the Credit Agreement (the "FIRST
AMENDMENT"). Each of the documents referred to in items (b) through (l) above is
called a "CREDIT DOCUMENT". Capitalized terms used but not defined herein shall
have the meanings set forth in the Credit Agreement.
Each of the undersigned (a) confirms to the Lenders and the
Administrative Agent that, after giving effect to the First Amendment, each
Credit Document to which such undersigned is a party continues in full force and
effect and is the legal, valid and binding obligation of such undersigned,
enforceable against such undersigned in accordance with its terms; and (b)
agrees that each reference in each Credit Document to the "Credit Agreement" or
any similar term shall,
after the date hereof, be deemed to be a reference to the Credit Agreement as
amended by the First Amendment.
RAYOVAC CORPORATION
By:
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Name:
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Title:
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ROV HOLDING, INC.
By:
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Name:
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Title:
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ROVCAL, INC.
By:
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Name:
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Title:
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Accepted and Agreed
as of July 28, 2000
BANK OF AMERICA, N.A.,
as Administrative Agent
By:
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Name:
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Title:
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