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Exhibit 10.20
AMENDMENT NO. 4 TO THE
CREDIT AGREEMENT
DATED AS OF MARCH 10, 2004
AMENDMENT NO. 4 TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT
(this "AMENDMENT") among Rayovac Corporation, a Wisconsin corporation (the
"COMPANY"), the banks, financial institutions and other institutional lenders
parties to the Credit Agreement referred to below (collectively, the "LENDERS")
and Bank of America, N.A., as administrative agent (the "ADMINISTRATIVE AGENT")
for the Lenders.
PRELIMINARY STATEMENTS:
(1) The Company, Varta Geratebatterie GmbH & Co. KGaA (the
"SUBSIDIARY BORROWER" and, together with the Company, the "BORROWER"), the
Lenders and the Administrative Agent have entered into a Third Amended and
Restated Credit Agreement dated as of October 1, 2002 (such Credit Agreement,
(as amended, supplemented or otherwise modified through the date hereof, the
"CREDIT Agreement"). Capitalized terms not otherwise defined in this Amendment
have the same meanings as specified in the Credit Agreement;
(2) the Company desires to amend the Credit Agreement to provide,
in part, for (i) the addition of a new U.S. Term Loan C Facility having
identical terms with and having the same rights and obligations under the Loan
Documents as the U.S. Term Loan B Facility, as set forth in the Loan Documents,
except as such terms are amended hereby, (ii) the addition of a new Euro Term
Loan C Facility having identical terms with and having the same rights and
obligations under the Loan Documents as the Euro Term Loan B Facility, as set
forth in the Loan Documents, except as such terms are amended hereby, and (iii)
certain other amendments;
(3) each Lender that has made a U.S. Term Loan B who executes and
delivers this Amendment (which Term Loans shall thereafter be deemed terminated
and refinanced in full) shall be deemed, upon the effectiveness of this
Amendment, to have exchanged its U.S. Term Loan B for a U.S. Term Loan C (a
"U.S. TERM LOAN C") in the same principal amount as such Lender's outstanding
U.S. Term Loan B as set forth in Schedule 2.1 to the Credit Agreement, as
amended as of the Amendment No. 4 Effective Date (as hereinafter defined);
(4) each Lender that has made a Euro Term Loan A or a Euro Term
Loan B who executes and delivers this Amendment (which Term Loans shall
thereafter be deemed terminated and refinanced in full) shall be deemed, upon
the effectiveness of this Amendment, to have exchanged its Euro Term Loan A or
Euro Term Loan B or both, as the case may be, for a Euro Term Loan C (a "EURO
TERM LOAN C") in the same principal amount as such Lender's outstanding Euro
Term Loan A, Euro Term Loan B or the aggregate of both, as the case may be, as
set forth in Schedule 2.1 to the Credit Agreement, as amended as of the
Amendment No. 4 Effective Date;
Amendment No. 4 to Rayovac Credit Agreement
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(5) each Person who executes and delivers this Amendment as an
Additional Lender (each, an "ADDITIONAL LENDER"), will make a U.S. Term Loan C
(an "ADDITIONAL U.S. TERM LOAN C") or a Euro Term Loan C (an "ADDITIONAL EURO
TERM LOAN C") or both, as the case may be, on the Amendment No. 4 Effective Date
to the Company in an aggregate principal amount equal to the amount set forth
opposite its name on Schedule 2.1 to the Credit Agreement, as amended as of the
Amendment No. 4 Effective Date, the proceeds of which will be used by the
Company to refinance in full the outstanding principal amount of U.S. Term Loans
B, Euro Term Loans A and Euro Term Loans B of any Lenders, if any, who do not
execute and deliver this Amendment, it being understood that an Additional
Lender may be a Lender prior to the Amendment No. 4 Effective Date;
(6) the Company shall pay all accrued and unpaid interest on its
U.S. Term Loans B, Euro Term Loans A and Euro Term Loans B to the Amendment No.
4 Effective Date on such Amendment No. 4 Effective Date, other than interest
payable to each Lender with a Euro Term Loan C Commitment who has an outstanding
Euro Term Loan A, Euro Term Loan B, or both, and each Lender with a U.S. Term
Loan C Commitment who has an outstanding U.S. Term Loan B; and
(7) the Lenders signatory hereto are, on the terms and conditions
stated below, willing to grant the request of the Company, and the Company and
such Lenders have agreed to amend the Credit Agreement as hereinafter set forth.
SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is,
effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in SECTION 4, hereby amended as follows:
(a) Clauses (b) and (c) of the second preliminary statement to the
Credit Agreement are amended in their entirety and replace with the following:
"(b) establish a seven-year EURO 131,750,000 term loan facility
available to the Company in Euros ("EURO TERM LOAN C FACILITY"), (c)
establish a seven-year $257,000,000 term loan facility available to the
Company in Dollars ("U.S. TERM LOAN C FACILITY"),"
(b) SECTION 1.1 is amended as follows:
(i) By deleting the definition of "EURO TERM LOAN B" in its
entirety and inserting the following definition in its place:
"EURO TERM LOAN C - see SUBSECTION 2.1(f)."
(ii) By deleting the definition of "EURO TERM LOAN B
COMMITMENT" in its entirety and inserting the following definition in
its place:
"EURO TERM LOAN C COMMITMENT means, as to any Lender, the commitment
of such Lender to make a Euro Term Loan C pursuant to SUBSECTION 2.1(f).
The amount of each Lender's Euro Term Loan C Commitment is set forth across
from such Lender's name on SCHEDULE 2.1."
Amendment No. 4 to Rayovac Credit Agreement
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(iii) By deleting the definition of "EURO TERM LOAN B
FACILITY" in its entirety and inserting the following definition in
its place:
"EURO TERM LOAN C FACILITY - see the RECITALS"
(iv) By deleting the definition of "LOAN DOCUMENTS" in its
entirety and inserting the following definition in its place:
"LOAN DOCUMENTS means this Agreement, any Notes, any Fee Letter, the
L/C-Related DOCUMENTS, an ROV Guaranty, a KGaA Guaranty, the Collateral
Documents, each guaranty of a Swap Contract and all other documents
delivered to the Administrative Agent or any Lender in connection
herewith."
(v) By deleting the definition of "QUALIFIED FOREIGN CREDIT
FACILITY" in its entirety and inserting the following definition in
its place:
QUALIFIED FOREIGN CREDIT FACILITY means a credit facility provided by
a Lender or an Affiliate of a Lender to any Foreign Subsidiary or a Secured
Swap Contract, in either case which (i) is guarantied by the Company, (ii)
is permitted under SUBSECTION 8.5(c) or (d) and (iii) the Company has
specified (in a written notice to the Administrative Agent) is entitled to
the benefit of the Guaranty and the Collateral Documents.
(vi) By deleting the definition of "U.S. TERM LOAN B" in its
entirety and inserting the following definition in its place:
"U.S. TERM LOAN C - see SUBSECTION 2.1(f)."
(vii) By deleting the definition of "U.S. TERM LOAN B
COMMITMENT" in its entirety and inserting the following definition in
its place:
"U.S. TERM LOAN C COMMITMENT means, as to any Lender, the commitment
of such Lender to make a U.S. Term Loan C pursuant to SUBSECTION 2.1(g).
The amount of each Lender's U.S. Term Loan C Commitment is set forth across
from such Lender's name on SCHEDULE 2.1."
(viii) By deleting the definition of "U.S. TERM LOAN B
FACILITY" in its entirety and inserting the following definition in
its place:
"U.S. TERM LOAN C FACILITY - see the RECITALS."
(ix) By inserting the following definitions in alphabetical
order:
"ADDITIONAL EURO TERM LOAN C - see SUBSECTION 2.1(g).
ADDITIONAL EURO TERM LOAN C COMMITMENT means, as to any Additional
Lender, the commitment of such Lender to make an Additional Euro Term Loan
C pursuant to SUBSECTION 2.1(g). The amount of each Lender's Additional
Euro Term Loan C Commitment is set forth across from such Lender's name on
SCHEDULE 2.1.
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ADDITIONAL LENDER means a financial institution with an Additional
Euro Term Loan C Commitment or an Additional U.S. Term Loan C Commitment to
make, respectively, Additional Euro Term Loans C or Additional U.S. Term
Loans C to the Company on the Amendment No. 4 Effective Date, it being
understood that an Additional Lender may be an existing Term Lender.
ADDITIONAL U.S. TERM LOAN C - see SUBSECTION 2.1(g).
ADDITIONAL U.S. TERM LOAN C COMMITMENT means, as to any Additional
Lender, the commitment of such Lender to make an Additional U.S. Term Loan
C pursuant to SUBSECTION 2.1(g). The amount of each Lender's Additional
U.S. Term Loan C Commitment is set forth across from such Lender's name on
SCHEDULE 2.1.
AMENDMENT NO. 4 means Amendment No. 4 to the Credit Agreement dated as
of February ___, 2004, among the Company, the Lenders party thereto and the
Administrative Agent.
AMENDMENT NO. 4 EFFECTIVE DATE has the meaning specified in Amendment
No. 4.
EURO TERM LOAN B has the meaning specified in SECTION 1.1 of this
Credit Agreement, as in effect prior to the Amendment No. 4 Effective Date.
EURO TERM LOAN B COMMITMENT has the meaning specified in SECTION 1.1
of this Credit Agreement, as in effect prior to the Amendment No. 4
Effective Date.
INCREASE EFFECTIVE DATE - see SUBSECTION 2.16(b).
REMINGTON AUSTRALIA means Remington Products Australia Pty Ltd.
REMINGTON IRELAND means Remington Consumer Products (Ireland).
REMINGTON NEW ZEALAND means Remington Products New Zealand Ltd.
SECURED SWAP CONTRACT means any Swap Contract permitted under Article
VIII that is entered into by and between any Foreign Subsidiary and any
Swap Bank.
SWAP BANK means any Lender or an Affiliate of a Lender in its capacity
as a party to a Secured Swap Contract.
U.S. TERM LOAN B has the meaning specified in SECTION 1.1 of this
Credit Agreement, as in effect prior to the Amendment No. 4 Effective Date.
U.S. TERM LOAN B COMMITMENT has the meaning specified in SECTION 1.1
of this Credit Agreement, as in effect prior to the Amendment No. 4
Effective Date."
(x) By amending the following definitions in their entirety
to read as follows:
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"BORROWING means a borrowing hereunder consisting of (a) U.S.
Revolving Loans, Euro Revolving Loans, Euro Term Loans C or U.S. Term Loans
C of the same Type made to a Borrower on the same day by the Lenders under
the applicable Facility and, in the case of Eurocurrency Loans, having the
same Interest Period, or (b) a Swingline Loan made to a Borrower by the
Swingline Lender, in each case pursuant to ARTICLE II.
COMMITMENT means, as to each Lender, such Lender's U.S. Revolving
Commitment, Euro Revolving Commitment, Euro Term Loan C Commitment, and/or
U.S. Term Loan C Commitment, as applicable.
FACILITY means one of the credit facilities under this Agreement,
i.e., the U.S. Revolving Facility, the Euro Revolving Facility, the Euro
Term Loan C Facility or the U.S. Term Loan C Facility.
LOAN means an extension of credit by a Lender to a Borrower under
ARTICLE II or ARTICLE III in the form of a U.S. Revolving Loan, Euro
Revolving Loan, Euro Term Loan C, U.S. Term Loan C, Swingline Loan or L/C
Advance.
TERM LOAN means a Euro Term Loan C or a U.S. Term Loan C."
(c) SECTION 2.1 of the Credit Agreement is amended by adding the
following new subsections (f) through (i) immediately after SECTION 2.1(e):
"(f) EXCHANGE. (i) Subject to the terms and conditions hereof, each
Lender with a Euro Term Loan C Commitment who has an outstanding Euro Term
Loan A, Euro Term Loan B, or both, severally agrees to exchange all such
outstanding Loans for a like principal amount in Euro of Euro Term Loans C
on the Amendment No. 4 Effective Date (each, collectively with the
Additional Euro Term Loans C, a "EURO TERM LOAN C"), and from and after the
Amendment No. 4 Effective Date such Euro Term Loans A and Euro Term Loans B
shall be deemed refinanced in full and such Euro Term Loans C shall be
deemed made hereunder. Amounts borrowed as Euro Term Loans C (whether
pursuant to this subsection or subsection (g)(i) below) which are repaid or
prepaid by the Company may not be reborrowed. The Euro Term Loan C
Commitments shall expire concurrently with the making of the Euro Term
Loans C (whether pursuant to this subsection or subsection (g)(i) below) on
the Amendment No. 4 Effective Date.
(ii) Subject to the terms and conditions hereof, each Lender with a
U.S. Term Loan C Commitment who has an outstanding U.S. Term Loan B,
severally agrees to exchange its outstanding U.S. Term Loan B for a like
principal amount in Dollars of U.S. Term Loans C on the Amendment No. 4
Effective Date (each, collectively with the Additional U.S. Term Loans C, a
"U.S. TERM LOAN C"), and from and after the Amendment No. 4 Effective Date
such U.S. Term Loans B shall be deemed refinanced in full and such U.S.
Term Loans C shall be deemed made hereunder. Amounts borrowed as U.S. Term
Loans C (whether pursuant to this subsection or subsection (g)(ii) below)
which are repaid or prepaid by the Company may not be reborrowed. The U.S.
Term Loan C Commitments shall expire concurrently with the making of the
U.S. Term Loans
Amendment No. 4 to Rayovac Credit Agreement
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C (whether pursuant to this subsection or subsection (g)(ii) below) on the
Amendment No. 4 Effective Date.
(g) ADDITIONAL LOANS. (i) Subject to the terms and conditions
hereof, each Additional Lender with an Additional Euro Term Loan C
Commitment severally agrees to make a single loan to the Company (each such
loan, an "ADDITIONAL EURO TERM LOAN C") on the Amendment No. 4 Effective
Date in the amount of such Additional Euro Term Loan C Commitment on the
Amendment No. 4 Effective Date. The Company shall refinance all Euro Term
Loans A and Euro Term Loans B of Lenders with outstanding Euro Term Loans A
and Euro Term Loans B that do not execute and deliver Amendment No. 4 on
the Amendment No. 4 Effective Date with the gross proceeds of the
Additional Euro Term Loans C.
(ii) Subject to the terms and conditions hereof, each Additional
Lender with an Additional U.S. Term Loan C Commitment severally agrees to
make a single loan to the Company (each such loan, an "ADDITIONAL U.S. TERM
LOAN C") on the Amendment No. 4 Effective Date in the amount of such
Additional U.S. Term Loan C Commitment on the Amendment No. 4 Effective
Date. The Company shall refinance all U.S. Term Loans B of Lenders with
outstanding U.S. Term Loans B that do not execute and deliver Amendment No.
4 on the Amendment No. 4 Effective Date with the gross proceeds of the
Additional U.S. Term Loans C.
(h) INTEREST. On the Amendment No. 4 Effective Date the Company
shall pay all accrued and unpaid interest on the Euro Term Loans A, the
Euro Term Loans B and the U.S. Term Loans B to the Term Lenders other than
interest payable to each Lender with a Euro Term Loan C Commitment who has
an outstanding Euro Term Loan A, Euro Term Loan B, or both, and each Lender
with a U.S. Term Loan C Commitment who has an outstanding U.S. Term Loan
B."
(d) SECTION 2.9(d) of the Credit Agreement is amended in its entirety
to read as follows:
"(d) THE EURO TERM LOAN C FACILITY. On each date set forth on
SCHEDULE 2.9(d), the Company shall repay Euro Term Loans C in an aggregate
amount equal to the amount set forth opposite such date on such Schedule."
(e) SECTION 2.9(e) of the Credit Agreement is amended in its entirety
to read as follows:
"(e) THE U.S. TERM LOAN C FACILITY. On each date set forth on
SCHEDULE 2.9(e), the Company shall repay U.S. Term Loans C in an aggregate
amount equal to the amount set forth opposite such date on such Schedule."
(f) SECTION 2.10(d) is amended in its entirety to read as follows:
"(d) Each Euro Term Loan C shall bear interest on the outstanding
principal amount thereof from the applicable Borrowing Date at a rate per
annum equal to the Eurocurrency Rate PLUS 3.00%."
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(g) SECTION 2.10(e) of the Credit Agreement is amended in its entirety
to read as follows:
"(e) Each U.S. Term Loan C shall bear interest on the outstanding
principal amount thereof from the applicable Borrowing Date at a rate per
annum equal to the Base Rate PLUS 1.50% or the Eurocurrency Rate PLUS
2.50%, as the case may be (and subject to the Company's right to convert to
the other Type of Loans under SECTION 2.4)."
(h) SECTION 7.12 of the Credit Agreement is amended in its entirety to
read as follows:
"7.12 USE OF PROCEEDS. The Company shall use the proceeds of the U.S.
Revolving Loans, the Euro Revolving Loans, the Euro Term Loans A, the Euro
Term Loans B and the U.S. Term Loans B (i) to consummate the VARTA
Acquisition, (ii) for fees and expenses incurred in connection with the
VARTA Acquisition, (iii) to make an investment in Cayman Finance Co., (iv)
to refinance existing Indebtedness (v) to consummate the Remington
Acquisition, (vi) for fees and expenses incurred in connection with the
Remington Acquisition and (vii) for working capital and other general
corporate purposes not in contravention of any Requirement of Law or of any
Loan Document. The Company shall use the proceeds of the Euro Term Loans C
solely to prepay the Euro Term Loans A and the Euro Term Loans B
outstanding on the Amendment No. 4 Effective Date. The Company shall use
the proceeds of the U.S. Term Loans C solely to prepay the U.S. Term Loans
B outstanding on the Amendment No. 4 Effective Date."
(i) Schedule 2.1 to the Credit Agreement is, effective only for
dates of determination subsequent to the Amendment No. 4 Effective Date, amended
in its entirety and replaced with Schedule 2.1 attached hereto.
(j) Schedule 2.9(d) to the Credit Agreement is amended in its
entirety and replaced with Schedule 2.9(d) attached hereto.
(k) Schedule 2.9(e) to the Credit Agreement is amended in its
entirety and replaced with Schedule 2.9(e) attached hereto.
(l) Upon the Amendment No. 4 Effective Date, the Euro Term Loans C
and the U.S. Term Loans C shall have the same terms, rights and obligations as
the Euro Term Loans B and the U.S. Term Loans B, respectively, as set forth in
the Loan Documents, except as modified by SECTION 1 of this Amendment, and all
references, other than those in SECTIONS 2.1(f), (g) AND (h) AND SECTION 7.12,
to "Euro Term Loans B", "Euro Term Loan B Commitment", "Euro Term Loan B
Facility", "U.S. Term Loan B", "U.S. Term Loan B Commitment", and "U.S. Term
Loan B Facility" in the Loan Documents shall be deemed to be references to "Euro
Term Loans C", "Euro Term Loan C Commitment", "Euro Term Loan C Facility", "U.S.
Term Loan C", "U.S. Term Loan C Commitment", and "U.S. Term Loan C Facility",
respectively.
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SECTION 2. OTHER AMENDMENTS
(a) SECTION 2.7(a) of the Credit Agreement is amended by inserting the
following phrase immediately after the phrase "prepay any Borrowing of Loans in
whole or in part," contained therein:
"(i) in the case of any such prepayment of Term Loans prior to the
first anniversary of the Amendment No. 4 Effective Date made with the proceeds
of any Indebtedness of the Company or any Subsidiary issued or incurred solely
to refinance the Credit Agreement, a premium of 1.0% of the aggregate principal
amount so prepaid and (ii) in the case of any other such prepayment,"
(b) The first sentence of SECTION 2.7(b) of the Credit Agreement is
amended by adding a new clause (iii) at the end thereof as follows:
", and (iii) any premium required to be paid pursuant to SECTION
2.7(a)".
(c) A new SECTION 2.16 of the Credit Agreement is inserted in proper
numerical order as follows:
"2.16 INCREASE IN COMMITMENTS.
(a) Provided there exists no Unmatured Event of Default or Event
of Default, upon notice to the Administrative Agent (which shall promptly
notify the Lenders), the Company may from time to time request an increase
in the Euro Term Loan C Commitments or the U.S. Term Loan C Commitments, or
both, by an amount (for all such requests in the aggregate) not exceeding
$150,000,000 (or the Dollar Equivalent thereof); provided that (i) any such
request for an increase shall be in a minimum amount of EURO 5,000,000 in
the case of a Euro Term Loan C Commitment increase and $5,000,000 in the
case of a U.S. Term Loan C Commitment increase, and (ii) the Company may
make a maximum of three such requests. At the time of sending such notice,
the Company (in consultation with the Administrative Agent) shall specify
the time period within which each Lender is requested to respond (which
shall in no event be less than ten Business Days from the date of delivery
of such notice to the Lenders). Each Lender shall notify the Administrative
Agent within such time period whether or not it agrees to increase its Euro
Term Loan C Commitment or U.S. Term Loan C Commitment, as the case may be,
and, if so, whether by an amount equal to, greater than, or less than its
Percentage of such requested increase. Any Lender not responding within
such time period shall be deemed to have declined to increase its
Commitment. The Administrative Agent shall notify the Company and each
Lender of the Lenders' responses to each request made hereunder. To achieve
the full amount of a requested increase, the Company may also invite
additional Eligible Assignees to become Lenders pursuant to a joinder
agreement in form and substance satisfactory to the Administrative Agent
and its counsel.
(b) If the Term Commitments are increased in accordance with
this Section, the Administrative Agent and the Company shall determine the
effective date (the "INCREASE EFFECTIVE DATE") and the final allocation of
such increase. The
Amendment No. 4 to Rayovac Credit Agreement
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Administrative Agent shall promptly notify the Company and the Lenders of
the final allocation of such increase and the Increase Effective Date. As a
condition precedent to such increase, the Company shall deliver to the
Administrative Agent a certificate of each Borrower and each Guarantor
dated as of the Increase Effective Date (in sufficient copies for each
Lender) signed by a Responsible Officer of such Person (i) certifying and
attaching the resolutions adopted by such Person approving or consenting to
such increase; PROVIDED that no German Entity shall be required to deliver
copies of resolutions unless resolutions are necessary pursuant to its
Organizational Documents, and (ii) in the case of the Company, certifying
that, before and after giving effect to such increase, (A) the
representations and warranties contained in ARTICLE VI and the other Loan
Documents are true and correct on and as of the Increase Effective Date,
except to the extent that such representations and warranties specifically
refer to an earlier date, in which case they are true and correct as of
such earlier date, and except that for purposes of this SECTION 2.16, the
representations and warranties contained in subsection (a) of SECTION 6.11
shall be deemed to refer to the most recent statements furnished pursuant
to subsections (a) of SECTION 6.11, and (B) no Default exists. Each Lender
that increases its Euro Term Loan C Commitment or U.S. Term Loan C
Commitment, or both, and each Eligible Assignee that becomes a Lender, in
each case pursuant to the provisions of this SECTION 2.16, severally
agrees, on the terms and conditions set forth herein, to make a Euro Term
Loan C, U.S. Term Loan C, or both, as the case may be, to the Company on
the applicable Increase Effective Date in the amount of such Lender's
increased or new Euro Term Loan C Commitment, U.S. Term Loan C Commitment
or both, as the case may be. The increased and new Term Commitments shall
expire concurrently with the making of such Term Loans on the applicable
Increase Effective Date.
(c) This Section shall supersede any provisions in SECTIONS 2.15
or 11.1 to the contrary."
(d) SECTION 7.14 of the Credit Agreement is amended in its entirety to
read as follows:
"7.14 SWAP CONTRACTS. At all times, the Company shall maintain one or
more Swap Contracts with terms and counterparties reasonably satisfactory to the
Administrative Agent to the extent necessary to ensure that, after giving effect
to such Swap Contracts, at least 50% of all outstanding Indebtedness of the
Company either by its terms accrues interest at a fixed rate until maturity or
is subject to an interest rate Swap Contract."
(e) SECTION 8.1 of the Credit Agreement is amended by:
(i) Deleting the word "and" at the end of clause (n)
thereof,
(ii) Replacing the period at the end of clause (o) thereof
with "; and", and
(iii) Adding a new clause (p) as follows:
"(p) Liens on property of Remington Australia, Remington Ireland and
Remington New Zealand securing Indebtedness of such Subsidiary that is permitted
under the provisions of SECTION 8.5."
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(f) SECTION 8.4(i) of the Credit Agreement is amended by inserting
before the semi-colon at the end thereof the phrase ", and the acquisition by
the Company of Ningbo Baowang Battery Company for aggregate consideration of up
to $25,000,000"
(g) SECTION 8.4(j) of the Credit Agreement is amended by deleting the
phrase "after the Effective Date exceeds (or after such Acquisition would
exceed) $75,000,000" contained in clause (vii) thereof with the following
phrase:
"after the Amendment No. 4 Effective Date exceeds (or after such
Acquisition would exceed) $150,000,000".
(h) SECTION 9.1(h) of the Credit Agreement is amended by deleting the
amount "$3,000,000" in the second place it appears therein and replacing it with
the amount "$10,000,000".
(i) SECTION 10.11(c) of the Credit Agreement is amended by deleting
the word "or" before clause (F) thereof and inserting immediately after such
clause (F) the following:
"; or (G) at the Company's request, constituting property of Remington
Australia, Remington Ireland or Remington New Zealand in order to permit such
property to be pledged as collateral for Indebtedness of such Subsidiary to the
extent permitted under SECTION 8.1 and SECTION 8.5 hereof".
SECTION 3. CONSENT. The Required Lenders hereby approve and consent to
the issuance and sale of up to $150,000,000 additional subordinated indebtedness
on terms that are no more adverse to the Lenders than those contained in the
Indenture, dated as of September 30, 2003 between the Company and U.S. Bank
National Association, as trustee, as "Subordinated Debt" under SECTION 8.5(b) of
the Credit Agreement.
SECTION 4. CONDITIONS OF EFFECTIVENESS. This Amendment shall become
effective when, and only when, and as of the date (the "AMENDMENT NO. 4
EFFECTIVE DATE") on which, (x) the Administrative Agent shall have received
counterparts of this Amendment executed by the Company and Lenders with
aggregate Percentages of 51% or more or, as to any of the Lenders, advice
satisfactory to the Administrative Agent that such Lender has executed this
Amendment, (y) simultaneously with the making of the Euro Term Loans C and the
U.S. Term Loans C, the Company shall have paid all accrued and unpaid interest
on its U.S. Term Loans B, Euro Term Loans A and Euro Term Loans B to the
Amendment No. 4 Effective Date, other than interest payable to each Lender with
a Euro Term Loan C Commitment who has an outstanding Euro Term Loan A, Euro Term
Loan B, or both, and each Lender with a U.S. Term Loan C Commitment who has an
outstanding U.S. Term Loan B PLUS any loss or expense pursuant to SECTION 11.4
of the Credit Agreement and (z) the Administrative Agent shall have additionally
received all fees due and payable in connection with this Amendment No. 4,
payment of all accrued fees and expenses of the Administrative Agent (including
the reasonable and accrued fees of counsel to the Administrative Agent invoiced
on or prior to the date hereof and all of the following documents, each such
document (unless otherwise specified) dated the date of receipt thereof by the
Administrative Agent (unless otherwise specified) and in sufficient
Amendment No. 4 to Rayovac Credit Agreement
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copies for each Lender, in form and substance satisfactory to the Agent (unless
otherwise specified):
(a) A Notice of Borrowing in accordance with the requirements of
SECTION 2.3 of the Credit Agreement prior to the Amendment No. 4 Effective
Date with respect to the borrowing of the Euro Term Loans C and the U.S.
Term Loans C on the Amendment No. 4 Effective Date except that the three
Business Days notice requirement is hereby waived.
(b) Certified copies of (i) the resolutions of the Board of
Directors of (A) the Company approving this Amendment and the matters
contemplated hereby and thereby and (B) each Guarantor evidencing approval
of the Consent and the matters contemplated hereby and thereby; PROVIDED
that no German entity shall be required to deliver copies of resolutions
unless resolutions are necessary pursuant to its Organization Documents and
(ii) all documents evidencing other necessary corporate action and
governmental approvals, if any, with respect to this Amendment, the Consent
and the matters contemplated hereby and thereby.
(c) A certificate of the Secretary or an Assistant Secretary or
director of the Company and each Guarantor certifying the names and true
signatures of the officers of the Company and such Guarantor authorized to
sign this Amendment and the Consent and the other documents to be delivered
hereunder and thereunder, PROVIDED that, in lieu of the foregoing, each
German Entity shall deliver a certified copy of its current excerpt of the
commercial register file (HANDELSREGISTERAUSZUG) and a certified copy of
the specimen signature (UNTERSCHRIFTENPROBE) currently filed with the
commercial register of the representative of such Person who will execute,
deliver and perform the Amendment, the Consent and the other documents to
be delivered hereunder and thereunder, or other evidence of corporate
authorization and incumbency satisfactory to the Administrative Agent.
(d) Counterparts of the Consent appended hereto (the "CONSENT"),
executed by each Guarantor (other than the Company).
(e) A favorable opinion of Sutherland, Asbill & Brennan, counsel
for the Company, ROV Holding Inc., a Delaware corporation, Rovcal, Inc., a
California corporation and each Remington Company that is a Domestic
Subsidiary in form and substance satisfactory to the Administrative Agent.
SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
represents and warrants as follows:
(a) The Company and each Guarantor is a corporation duly
organized, validly existing and in good standing under the laws of the
jurisdiction of its organization.
(b) The execution, delivery and performance by the Company of
this Amendment and the Loan Documents, as amended hereby, to which it is or
is to be a party, the execution and delivery by each Guarantor of the
Consent and the Loan
Amendment No. 4 to Rayovac Credit Agreement
<Page>
12
Documents to which it is or is to be a party, and the consummation of the
transactions contemplated hereby are within the Company's and each
Guarantor's corporate powers, have been duly authorized by all necessary
corporate action and do not (i) contravene the Organization Documents of
the Company or any Guarantor, (ii) violate any Requirement of Law, (iii)
conflict with or result in a breach or contravention of, or the creation of
a Lien (except for the Liens created under the Collateral Documents, as
amended hereby) under, any document evidencing any Contractual Obligation
to which the Company or any Guarantor is a party or any order, injunction,
writ or decree of any Governmental Authority to which either the Company,
any Guarantor or any of their properties is subject.
(c) No approval, consent, exemption, authorization or other
action by, or notice to, or filing with, any Governmental Authority is
necessary or required in connection with the due execution, delivery or
performance by, or enforcement against, either the Company of this
Amendment or any of the Loan Documents, as amended hereby, to which it is
or is to be a party or any Guarantor of the Consent or any other Loan
Document to which it is a party.
(d) This Amendment has been duly executed and delivered by the
Company. This Amendment and each of the other Loan Documents, as amended
hereby, to which the Company is a party are legal, valid and binding
obligations of the Company, enforceable against the Company in accordance
with their respective terms. The Consent and each of the other Loan
Documents, as amended hereby, to which each Guarantor is a party are legal,
valid and binding obligations of such Guarantor, enforceable against such
Guarantor in accordance with their respective terms.
(e) There is no action, suit, investigation, litigation or
proceeding affecting either Borrower or any Subsidiary (including, without
limitation, any Environmental Claim) pending or to the best knowledge of
the Company, threatened, in arbitration or before any Governmental
Authority that would reasonably be expected to have a Material Adverse
Effect. No injunction, writ, temporary restraining order or other order of
any nature has been issued by any court or other Governmental Authority
purporting to enjoin or restrain the execution, delivery or performance of
this Amendment or any other Loan Document or directing that the
transactions provided for herein or therein not be consummated as herein or
therein provided.
SECTION 6. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. (a) On and
after the effectiveness of this Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the Notes and each of
the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, as amended by this Amendment.
(b) The Credit Agreement, the Notes and each of the other Loan
Documents, as specifically amended by this Amendment, are and shall continue to
be in full force and effect and are hereby in all respects ratified and
confirmed. Without limiting the generality of the foregoing, the Collateral
Documents and all of the Collateral described therein do and shall
Amendment No. 4 to Rayovac Credit Agreement
<Page>
13
continue to secure the payment of all Obligations of the Loan Parties under the
Loan Documents, in each case as amended by this Amendment.
(c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.
SECTION 7. COSTS, EXPENSES. The Company agrees to pay on demand all
reasonable costs and expenses of the Administrative Agent in connection with the
preparation, execution, delivery and administration, modification and amendment
of this Amendment and the other instruments and documents to be delivered
hereunder (including, without limitation, the reasonable fees and expenses of
counsel for the Administrative Agent) in accordance with the terms of SECTION
11.4 of the Credit Agreement.
SECTION 8. EXECUTION IN COUNTERPARTS. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.
SECTION 9. GOVERNING LAW. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
Amendment No. 4 to Rayovac Credit Agreement
<Page>
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.
RAYOVAC CORPORATION
By /s/ Randall J. Steward
------------------------------------
Title: Executive Vice President & CFO
VARTA GERATEBATTERIE GMBH & CO.
KGAA
By /s/ Remy Burel
------------------------------------
Title: Chief Executive Officer
By /s/ Andreas Rouve
------------------------------------
Title: Chief Financial Officer
BANK OF AMERICA, N.A.,
as Administrative Agent and as Lender
By
---------------------------------------
Title: Managing Director
Amendment No. 4 to Rayovac Credit Agreement
<Page>
Each undersigned that is an Additional Lender hereby agrees to become a Lender
as defined in the Credit Agreement and be bound by the terms and conditions
thereof.
Agreed as of the date first above written
----------------------------------------
[Please type or print name of Lender]
By
-------------------------------------
Title:
Amendment No. 4 to Rayovac Credit Agreement
<Page>
SCHEDULE 2.1
COMMITMENTS
<Table>
<Caption>
NAME OF LENDER FACILITY AMOUNT OF COMMITMENT
-------------- -------- --------------------
Bank of America, N.A.
TOTAL:
</Table>
EURO TERM LOAN C LENDERS AND EURO TERM LOAN C COMMITMENTS
As set forth in the Register maintained by the Administrative Agent pursuant to
Section 11.8 - TOTAL EURO TERM LOAN C COMMITMENTS: EURO [__________]
U.S. TERM LOAN C LENDERS AND U.S. TERM LOAN C COMMITMENTS
As set forth in the Register maintained by the Administrative Agent pursuant to
Section 11.8 - TOTAL U.S. TERM LOAN C COMMITMENTS: $[__________]
Schedule 2.1 to Amendment No. 4 to Rayovac Credit Agreement
<Page>
SCHEDULE 2.9(d)
EURO TERM LOAN C
Schedule 2.9(d) to Amendment No. 4 to Rayovac Credit Agreement
<Page>
SCHEDULE 2.9(e)
U.S. TERM LOAN C
Schedule 2.9(e) to Amendment No. 4 to Rayovac Credit Agreement
<Page>
CONSENT
Dated as of February ___, 2004
Each of the undersigned, as Guarantors under, as applicable (i) the
Guaranty dated as of October 1, 2002, (ii) the Restated Guaranty dated as of
October 1, 2002 or (iii) any other guaranty issued by any Person of the
Obligations of the Company or the Subsidiary Borrower, in each case
(collectively, the "GUARANTY") in favor of the Administrative Agent and the
Lenders parties to the Credit Agreement referred to in the foregoing Amendment,
hereby consents to such Amendment and hereby confirms and agrees that (a)
notwithstanding the effectiveness of such Amendment, the Guaranty is, and shall
continue to be, in full force and effect and is hereby ratified and confirmed in
all respects, except that, on and after the effectiveness of such Amendment,
each reference in the Guaranty to the "Credit Agreement", "thereunder",
"thereof" or words of like import shall mean and be a reference to the Credit
Agreement, as amended by such Amendment, and (b) each of the Collateral
Documents to which such Guarantor is a party and all of the Collateral described
therein do, and shall continue to, secure the payment of all of the obligations
to be secured thereunder.
ROV HOLDING, INC.
By
----------------------------
Title:
ROV INTERNATIONAL FINANCE COMPANY
By
----------------------------
Title:
RAYOVAC EUROPE GMBH
By
----------------------------
Title:
ROV GERMAN GENERAL PARTNER GMBH
By
----------------------------
Title:
ROV GERMAN LIMITED GMBH
By
----------------------------
Title:
Consent to Amendment No. 4 to Rayovac Credit Agreement
<Page>
RAYOVAC (UK) LTD.
By
----------------------------
Title:
ROVCAL, INC.
By
----------------------------
Title:
REMINGTON PRODUCTS COMPANY, L.L.C.
By
----------------------------
Title:
Consent to Amendment No. 4 to Rayovac Credit Agreement