EXHIBIT 4.5
FIRST AMENDMENT
THIS FIRST AMENDMENT dated as of October 23, 1996 (this "Amendment") is to
the Credit Agreement (the "Credit Agreement") dated as of September 12, 1996
among RAYOVAC CORPORATION, a Wisconsin corporation (the "Company"), various
financial institutions (the "Lenders"), BANK OF AMERICA NATIONAL TRUST AND
SAVINGS ASSOCIATION, as administrative agent for the Lenders (the
"Administrative Agent"), DLJ CAPITAL FUNDING, INC., as documentation agent for
the Lenders (the "Documentation Agent" and, together with the Administrative
Agent, the "Agents"), and BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION
and DLJ CAPITAL FUNDING, INC., as joint syndication agents for the Lenders.
Unless otherwise defined herein, terms defined in the Credit Agreement are used
herein as defined in the Credit Agreement.
WHEREAS, the Company, the Agents and DLJ Capital Funding Inc. ("DLJ") and
Bank of America Illinois ("BAI" and, together with DLJ, the "Existing Lenders")
have entered into the Credit Agreement; and
WHEREAS, the parties hereto desire to amend the Credit Agreement to add The
First National Bank of Boston, Bank of Montreal, Chicago Branch, Bank of
Tokyo-Mitsubishi Trust Company, Bankers Trust Company, Fleet National Bank,
Banque Nationale de Paris, Firstar Bank Milwaukee, N.A., Xxxxxx Financial, Inc.,
The Long-Term Credit Bank of Japan, Ltd., Chicago Branch, Allstate Life
Insurance Company, Senior Debt Portfolio, Xxxxxxx Xxxxx Senior Floating Rate
Fund, Inc., Protective Life Insurance Company, Xxx Xxxxxx American Capital Prime
Rate Income Trust, Massachusetts Mutual Life Insurance Company and ING Capital
Advisors, Inc. (collectively the "New Lenders") as "Lenders" thereunder;
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:
SECTION 1 AMENDMENT. Effective on (and subject to the occurrence of) the
Effective Date (as defined below), the Credit Agreement shall be amended in
accordance with Sections 1.1 and 1.2 below:
1.1 Schedule 1.1. Schedule 1.1 is amended in its entirety by substituting
therefor Schedule 1.1 attached hereto.
1.2 Section 1.1. Section 1.1 is amended by (i) amending clause (iii) of the
definition of "Eligible Assignee" in its entirety to read as follows
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(iii) (x) a Lender, (y) an Affiliate of a Lender that is a Person of
the type specified in clause (i), (ii) or (iv) of this definition or (z) a
Person that is primarily engaged in the business of commercial banking and
that is (A) a Subsidiary of a Lender, (B) a Subsidiary of a Person of which
a Lender is a Subsidiary or (C) a Person of which a Lender is a Subsidiary;
and (ii) adding the following definition in its proper alphabetical position
Swingline Lender means BAI in its capacity as lender of Swingline
Loans together with any replacement lender of Swingline Loans arising under
Section 10.9.
1.3 Schedule 5.1(j). Schedule 5.1(j) is amended in its entirety by
substituting therefor Schedule 5.1(j) attached hereto.
1.4 Section 10.10. Section 10.10 is amended by (i) deleting the word "and"
at the end of clause (ii) of subsection 10.10(a), (ii) changing the designation
at the beginning of clause (iii) of subsection 10.10(a) from "(iii)" to "(iv)",
(iii) adding the following clause (iii) to subsection 10.10(a)
(iii) if such Lender is not a "bank" within the meaning of Section
881(c)(3)(A) of the Code and cannot deliver either Internal Revenue Service
Form 1001 or 4224, such Lender shall deliver (A) a certificate
substantially in the form of Exhibit M and (B) two properly completed and
signed copies of Internal Revenue Service Form W-8 certifying that such
Lender is entitled to an exemption from United States withholding tax with
respect to payments of interest to be made under this Agreement and any
Note; and
and (iv) adding the following subsection 10.10(f)
(f) If any Lender claims exemption from, or reduction of, withholding
tax under the Code by providing IRS Form W-8 and a certificate in the form
of Exhibit M and such Lender sells, assigns, grants a participation in, or
otherwise transfers all or part of the Obligations of the Company to such
Lender, such Lender agrees to notify the Administrative Agent and the
Company of the percentage amount in which it is no longer the beneficial
owner of Obligations of the Company to such Lender. To the extent of such
percentage amount, the Administrative Agent and the Company will treat such
Lender's IRS Form W-8 and certificate in the form of Exhibit M as no longer
valid.
1.5 Schedule 11.2. Schedule 11.2 is amended in its entirety by substituting
therefor Schedule 11.2 attached hereto.
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1.6 Subsection 11.8(a). Subsection 11.8(a) of the Credit Agreement is
amended by (i) deleting the words "which consent of the Company" where they
appear in such subsection and inserting in lieu thereof the words "which
consents", (ii) inserting after the phrase "$5,000,000 (or, if less, all of such
Lender's remaining rights and obligations hereunder)" the parenthetical phrase
"(provided that each of Bank of America Illinois and DLJ Capital Funding, Inc.
may assign and delegate all of its Term B Loan and Term C Loan to one or more
Eligible Assignees without regard to the foregoing limitation)" and (iii)
inserting the following after the last sentence thereof
The Company designates the Administrative Agent as its agent for
maintaining a book entry record of ownership identifying the Lenders and
the amount of the respective Loans and Notes which they own. The foregoing
provisions are intended to comply with the registration requirements in
Treasury Regulation Section 5f.103-1 so that the Loans and Notes are
considered to be in "registered form" pursuant to such regulation.
1.7 Subsection 11.8(c). Subsection 11.8(c) of the Credit Agreement is
amended by inserting the following immediately prior to the last sentence
thereof
Each Lender which sells a participation will maintain a book entry record
of ownership identifying the Participant(s) and the amount of such
participation(s) owned by such Participant(s). Such book entry record of
ownership shall be maintained by the Lender as agent for the Company and
the Administrative Agent. This provision is intended to comply with the
registration requirements in Treasury Regulation Section 5f.103-1 so that
the Loans and Notes are considered to be in "registered form" pursuant to
such regulation.
1.8 Exhibit M. Exhibit M hereto is added to the Credit Agreement as Exhibit
M thereto.
SECTION 2 REPRESENTATIONS AND WARRANTIES. The Company represents and
warrants to the Agents and the Lenders that (a) the representations and
warranties made in Article VI of the Credit Agreement are true and correct on
and as of the Effective Date with the same effect as if made on and as of the
Effective 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); (b) no Event of Default or Unmatured Event of Default
exists or will result from the execution of this Amendment; (c) no event or
circumstance has occurred since the Closing Date that has resulted, or would
reasonably be expected to result, in a Material Adverse Effect; (d) the
execution and delivery by the Company of this Amendment and the New Notes (as
defined below) and the performance by the
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Company of its obligations under the Credit Agreement as amended hereby (as so
amended, the "Amended Credit Agreement") and the New Notes (i) are within the
corporate powers of the Company, (ii) have been duly authorized by all necessary
corporate action, (iii) have received all necessary approval from any
Governmental Authority and (iv) do not and will not contravene or conflict with
any Requirement of Law or of any provision of any Organization Document of the
Company or of any Contractual Obligation or any order, injunction, writ or
decree of any Governmental Authority which is binding upon the Company; and (e)
each of the Amended Credit Agreement and each New Note is the legal, valid and
binding obligation of the Company, enforceable against the Company in accordance
with its terms, except as enforceability may be limited by applicable
bankruptcy, insolvency or similar laws affecting the enforcement of creditors'
rights generally or by equitable principles relating to enforceability.
SECTION 3 EFFECTIVENESS. The amendments set forth in Section 1 above shall
become effective on such date (the "Effective Date") when the Agents shall have
received (a) a counterpart of this Amendment executed by each of the parties
hereto (or, in the case of any party other than the Company from which the
Agents have not received a counterpart hereof, facsimile confirmation of the
execution of a counterpart hereof by such party) and (b) each of the following
documents, each in form and substance satisfactory to the Agents:
3.1 Notes. New Notes, substantially in the form of Exhibit D to the Credit
Agreement, payable to the order of each of the New Lenders (collectively, the
"New Notes").
3.2 Confirmation. A confirmation from ROV Holding, substantially in the
form of Exhibit A hereto.
3.3 Opinions. (i) An opinion of Skadden, Arps, Slate, Xxxxxxx & Xxxx,
substantially in the form of Exhibit B-1 hereto and (ii) an opinion of Xxxxx &
Lardner, substantially in the form of Exhibit B-2 hereto.
3.4 Other Documents. Such other documents as any Agent or any Lender may
reasonably request in connection with the Company's authorization, execution and
delivery of this Amendment and the New Notes.
SECTION 4 ADDITION OF LENDERS. On the Effective Date, each New Lender shall
become a "Lender" under and for all purposes of the Credit Agreement, shall be
bound by the Credit Agreement, and shall be entitled to the benefits of the
Credit Agreement and each other Loan Document, and each Lender (including each
Existing Lender) shall have a Total Percentage, a Revolving Commitment, a
Revolving Percentage, a Term A Loan, a Term A
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Percentage, a Term B Loan, a Term B Percentage, a Term C Loan and a Term C
Percentage in the respective amounts and percentages set forth on Schedule 1.1
hereto. To facilitate the foregoing, each New Lender agrees that on the
Effective Date it will remit to the Administrative Agent funds in an amount
equal to its Revolving Percentage of all outstanding Revolving Loans plus its
Term A Percentage of all outstanding Term A Loans plus its Term B Percentage of
all outstanding Term B Loans plus its Term C Percentage of all outstanding Term
C Loans, and the Administrative Agent agrees to immediately remit all of such
funds received from each New Lender to each Existing Lender ratably in
accordance with its proportionate share of such funds. Each New Lender agrees
that all interest and fees accrued under the Credit Agreement prior to the
Effective Date are the property of the Existing Lenders. By their signatures
below, each Existing Lender confirms that it has not sold or otherwise
encumbered its rights under the Credit Agreement or its interest in any Loans
prior to the syndication thereof pursuant to this Amendment.
SECTION 5 MISCELLANEOUS.
5.1 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 Effective Date, all references in the Credit Agreement,
the Notes, each other Loan Document and any similar document to the "Credit
Agreement" or similar terms shall refer to the Amended Credit Agreement.
5.2 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.
5.3 Expenses. The Company agrees to pay the reasonable costs and expenses
of the Agents (including Attorney Costs) in connection with the preparation,
execution and delivery of this Amendment.
5.4 Governing Law. This Amendment shall be a contract made under and
governed by the internal law of the State of New York.
5.5 Successors and Assigns. This Amendment shall be binding upon the
Company, the Lenders and the Agents and their respective successors and assigns,
and shall inure to the benefit of the Company, the Lenders and the Agents and
the successors and assigns of the Lenders and the Agents.
5.6 Qualified Indenture. The Company, the Agents and the undersigned
Lenders acknowledge that, for purposes of the Credit
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Agreement, the Indenture, dated as of October 22, 1996, among the Company, as
Issuer, ROV Holding, as Guarantor, and Marine Midland Bank, as Trustee, relating
to the Company's $100,000,000 10 1/4% Senior Subordinated Notes due 2006, is a
Qualified Indenture.
[signature pages follow]
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Delivered as of the day and year first above written.
RAYOVAC CORPORATION
By: /s/ Xxxx X. Xxxxxx
----------------------------
Title:Executive Vice President
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Administrative Agent and
Syndication Agent
By:/s/ Xxxx X. Xxxxxxxx
----------------------------
Title: Managing Director
BANK OF AMERICA ILLINOIS, as
Issuing Lender
By:/s/ Xxxx X. Xxxxxxxx
----------------------------
Title: Managing Director
BANK OF AMERICA ILLINOIS, as
Swingline Lender
By:/s/ Xxxx X. Xxxxxxxx
----------------------------
Title: Managing Director
BANK OF AMERICA ILLINOIS, as a
Lender
By:/s/ Xxxx X. Xxxxxxxx
----------------------------
Title: Managing Director
DLJ CAPITAL FUNDING, INC., as
Documentation Agent,
Syndication Agent and as a
Lender
By:/s/ Xxxxxx Xxxxxxxx
----------------------------
Title: Managing Director
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ALLSTATE LIFE INSURANCE
COMPANY
By:/s/ X.X. Xxxxx
----------------------------
Title: Vice President
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SENIOR DEBT PORTFOLIO
By: Boston Management and
Research, its investment
adviser
By:/s/ Xxxxxx Xxxxxxxxx
----------------------------
Title: Vice President
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XXXXXXX XXXXX SENIOR FLOATING
RATE FUND, INC.
By:/s/ Xxxxxx Xxxxxxxx
----------------------------
Title: CFA
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PROTECTIVE LIFE INSURANCE
COMPANY
By:/s/ Xxxx X. Xxxxx
----------------------------
Title:Executive Vice President
-00-
XXX XXXXXX XXXXXXXX CAPITAL
PRIME RATE INCOME TRUST
By:/s/ Xxxxxxx X. Xxxxxxx
----------------------------
Title:Senior Vice President
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MASSACHUSETTS MUTUAL LIFE
INSURANCE COMPANY
By:/s/ Xxxx X. Xxxxx
----------------------------
Title: Managing Director
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ING CAPITAL ADVISORS, INC., as
Agent for Bank Syndication
Account
By:/s/ Xxxxxxx X. Xxxxxx
----------------------------
Title: Vice President
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BANKERS TRUST COMPANY
By:/s/ Xxxxx Xxxxxxx
----------------------------
Title: Vice President
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THE FIRST NATIONAL BANK OF
BOSTON
By:/s/ Xxxxx X. Xxxxx
----------------------------
Title: Managing Director
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BANQUE NATIONALE DE PARIS
By:/s/ Xxxx Xxxxxxx
----------------------------
Title: Vice President
By:/s/ Xxxxx Xxxxxxxxx
----------------------------
Title: Vice President
-00-
XXXX XX XXXXXXXX, XXXXXXX
BRANCH
By:/s/ Xxxxx Konigsmann
----------------------------
Title: Director
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BANK OF TOKYO-MITSUBISHI TRUST
COMPANY
By:/s/ Xxxx X. Xxxxxxx
----------------------------
Title: Vice President
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FIRSTAR BANK MILWAUKEE, N.A.
By:/s/ Xxxxx Xxxxx
----------------------------
Title: Vice President
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FLEET NATIONAL BANK
By:/s/ Xxxxx X. Xxxxx
----------------------------
Title:Executive Vice President
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XXXXXX FINANCIAL, INC.
By:/s/ Xxxxxxxxx X. Xxxxxx
----------------------------
Title: Vice President
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THE LONG-TERM CREDIT BANK OF
JAPAN, LTD., CHICAGO BRANCH
By:/s/ Xxxx Xxxxxx
----------------------------
Title: Vice President
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SCHEDULE 5.1(j)
---------------
REAL PROPERTY TO BE MORTGAGED
-----------------------------
1. Madison Plant
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxx
(Dane County)
2. Appleton Plant
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxxx
(Outagamie County)
3. Appleton Plant
0000 Xxxxxxx Xxxx
Xxxxxxxx, Xxxxxxxxx
(Outagamie County)
4. Kinston Plant
0000 Xxxxx Xxxx
Xxxxxxx, Xxxxx Xxxxxxxx
(Xxxxxx County)
5. Portage Plant
0000 Xxxxxxx Xxxx
Xxxxxxx, Xxxxxxxxx
(Xxxxxxxx County)
6. Fennimore Plant
Highway 18 and Stitzer Road
Fennimore, Wisconsin
(Grant County)
7. Corporate Headquarters (leasehold)
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxx
(Dane County)
8. Middleton Distribution Center (leasehold)
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxxxxxx
(Dane County)
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SCHEDULE 11.2
-------------
OFFSHORE AND DOMESTIC LENDING OFFICES,
--------------------------------------
ADDRESSES FOR NOTICES
---------------------
RAYOVAC CORPORATION
-------------------
the Company
000 Xxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxx 00000
Attention: Treasurer
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
BANK OF AMERICA NATIONAL TRUST
------------------------------
AND SAVINGS ASSOCIATION,
------------------------
as Administrative Agent
Bank of America National Trust
and Savings Association
Agency Management Services #5596
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Attention: Xxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
BANK OF AMERICA ILLINOIS,
-------------------------
as a Lender
Domestic and Offshore Lending Office:
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Notices (other than Borrowing notices and Notices of Conversion/Continuation):
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx Xxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Borrowing notices and Notices of Conversion/Continuation:
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
DLJ CAPITAL FUNDING, INC.,
--------------------------
as a Lender
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx XxXxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
Domestic and Offshore Lending Office:
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
BANK OF AMERICA ILLINOIS,
-------------------------
as Issuing Lender
Address for Notices:
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
BANK OF AMERICA ILLINOIS,
-------------------------
as Swingline Lender
Address for Notices:
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000
Attention: Xxxxxxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
ALLSTATE LIFE INSURANCE COMPANY
-------------------------------
Address for Notices:
0000 Xxxxxxx Xxxx, Xxxxx X0X
Xxxxxxxxxx, XX 00000-0000
Attention: Xxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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RESTRUCTURED OBLIGATIONS BACKED BY SENIOR ASSETS B.V.
-----------------------------------------------------
Address for Notices:
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
SENIOR DEBT PORTFOLIO
---------------------
Address for Notices:
00 Xxxxxxx Xxxxxx
Xxxxxx, XX 00000
Attention: Xxxxxx Xxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
XXXXXXX XXXXX SENIOR FLOATING RATE FUND, INC.
---------------------------------------------
Address for Notices:
000 Xxxxxxxx Xxxx Xxxx, Xxxx 0X
Xxxxxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
PROTECTIVE LIFE INSURANCE COMPANY
---------------------------------
Address for Notices:
1150 Two Galleria Tower
00000 Xxxx Xxxx, XX00
Xxxxxx, XX 00000
Attention: Xxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
XXX XXXXXX AMERICAN CAPITAL PRIME RATE INCOME TRUST
---------------------------------------------------
Address for Notices:
Xxx Xxxxxxxx Xxxxx
Xxxxxxxx Xxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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MASSACHUSETTS MUTUAL LIFE INSURANCE COMPANY
-------------------------------------------
Address for Notices:
0000 Xxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attention: Xxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
ING CAPITAL ADVISORS, INC.
--------------------------
Address for Notices:
000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
Attention: Xxxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
BANKERS TRUST COMPANY
---------------------
Address for Notices:
000 Xxxxxxx Xxxxxx, Mail Stop 2303
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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THE FIRST NATIONAL BANK OF BOSTON
---------------------------------
Address for Notices:
000 Xxxxxxx Xxxxxx, Mail Stop 01-08-05
Xxxxxx, XX 00000
Attention: Xxxxxxxx X. Gaysumas
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
BANQUE NATIONALE DE PARIS
-------------------------
Address for Notices:
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
BANK OF MONTREAL, CHICAGO BRANCH
--------------------------------
Address for Notices:
000 Xxxxx XxXxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxx, XX 00000
Attention: Xxxxx Konigsmann
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
--------------------------------------
Address for Notices:
0000 Xxxxxx xx xxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000-0000
Attention: Xxxx Xxxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
FIRSTAR BANK MILWAUKEE, N.A.
----------------------------
Address for Notices:
000 Xxxx Xxxxxxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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FLEET NATIONAL BANK
-------------------
Address for Notices:
Xxx Xxxxxxx Xxxxxx, XX0XX00X
Xxxxxx, XX 00000
Attention: Xxx Xxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
XXXXXX FINANCIAL, INC.
----------------------
Address for Notices:
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx, XX 00000
Attention: Xxxxxxxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
THE LONG-TERM CREDIT BANK OF JAPAN, LTD.
----------------------------------------
CHICAGO BRANCH
--------------
Address for Notices:
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxx
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
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EXHIBIT A
CONFIRMATION
Dated as of October 23, 1996
To: Bank of America National Trust and Savings Association, as
Administrative Agent, and the other financial institutions party
to the Credit Agreement referred to below
Please refer to (a) the Credit Agreement dated as of September 12, 1996
among Rayovac Corporation, various financial institutions (the "Lenders") and
Bank of America National Trust and Savings Association, as Administrative Agent
(the "Administrative Agent"); (b) the First Amendment dated as of October 23,
1996 to the Credit Agreement (the "First Amendment"); and (c) the Guaranty (the
"Guaranty") dated as of September 12, 1996, executed by ROV Holding Inc. in
favor of the Administrative Agent and the Lenders.
The undersigned hereby confirms to the Administrative Agent and the Lenders
that, after giving effect to the First Amendment and the transactions
contemplated thereby, the Guaranty and each other Loan Document (as defined in
the Credit Agreement) to which the undersigned is a party continues in full
force and effect and is the legal, valid and binding obligation of the
undersigned, enforceable against the undersigned in accordance with its terms.
ROV HOLDING INC.
By:_______________________________
Title:____________________________
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EXHIBIT M
CERTIFICATE
Reference is made to the Credit Agreement, dated as of September 12, 1996,
among Rayovac Corporation, the lenders parties thereto, Bank of America National
Trust and Savings Association, as administrative agent, and DLJ Capital Funding,
Inc., as documentation agent (as amended, supplemented or otherwise modified
from time to time, the "Credit Agreement"). Pursuant to the provisions of
subsection 10.10(a)(iii) of the Credit Agreement, the undersigned hereby
certifies that it is not a "bank" as such term is defined in Section
881(c)(3)(A) of the Internal Revenue Code of 1986, as amended.
[NAME OF LENDER]
By:
-------------------------------
Its:
-------------------------------
SCHEDULE 1.1
COMMITMENTS AND PERCENTAGES
Total Revolving Revolving Term A Term A
Name of Lender Percentage Commitment Percentage Loan Percentage
-------------- ---------- --------- ---------- ---- -----------
Bank of America Illinois 10.45751635% $8,124,999.99 12.49999998% $6,875,000.03 12.50000005%
DLJ Capital Funding, Inc. 10.45751633% $8,124,999.98 12.49999997% $6,875,000.00 12.50000000%
The First National Bank of Boston 5.8823594% $5,416,666.67 8.33333334% $4,583,333.33 8.00000000%
Bank of Montreal, Chicago Branch 5.0000000% $5,416,666.67 8.33333334% $4,583,333.33 8.00000000%
Bank of Tokyo-Mitsubishi Trust Company 5.8823594% $5,416,666.67 8.33333334% $4,583,333.33 8.00000000%
Bankers Trust Company 5.8823594% $5,416,666.67 8.33333334% $4,583,333.33 8.3333333%
Banque Nationale de Paris 5.8823594% $5,416,666.67 8.33333334% $4,583,333.33 8.00000000%
Firstar Bank Milwaukee, N.A. 5.8823594% $5,416,666.67 8.33333334% $4,583,333.33 8.33333333%
Fleet National Bank 5.8823594% $5,416,666.67 8.33333334% $4,583,333.33 8.33333333%
Restructured Obligations Backed By 3.26797386% 0 0% 0 0%
Senior Assets B.V.
Senior Debt Portfolio 3.26797386% 0 0% 0 0%
ING Capital Advisors, Inc. 3.26797385% 0 0% 0 0%
Massachusetts Mutual Life Insurance 3.26797386% 0 0% 0 0%
Company
Protective Life Insurance Company 3.26797385% 0 0% 0 0%
Xxx Xxxxxx American Capital
Prime Rate Inc. Trust 3.26797385% 0 0% 0 0%
-----------------------------------------------------------------------------------------------------------------------------------
TOTALS 100.00000000% $65,000,000.00 100.00000000% $55,000,000.00 100.00000000%
Term B Term B Term C Term C
Name of Lender Loan Percentage Loan Percentage
-------------- ------ ---------- ---- ----------
Bank of America Illinois $1,388,888,89 5.55555556% $1,388,888.89 5.55555556%
DLJ Capital Funding, Inc. $1,388,888.89 5.55555556% $1,388,888.89 5.55555556%
The First National Bank of Boston 0 0% 0 0%
Bank of Montreal, Chicago Branch 0 0% 0 0%
Bank of Tokyo-Mitsubishi Trust Company 0 0% 0 0%
Bankers Trust Company 0 0% 0 0%
Banque Xxxxxxxxx xx Xxxxx 0 0% 0 0%
Firstar Bank Milwaukee, N.A. 0 0% 0 0%
Fleet National Bank 0 385% 0 $11.11111108%
Restructured Obligations Backed By $2,777,777.78 11.11111112% $2,777,777.78 11.11111112%
Senior Assets B.V.
Senior Debt Portfolio $2,777,777.78 11.11111112% $2,777,777.78 11.11111112%
ING Capital Advisors, Inc. $2,777,777.78 11.11111112% $2,777,777.77 11.11111108%
Massachusetts Mutual Life Insurance $2,777,777.78 11.11111 3.26797386% $11.11111112%
Company
Protective Life Insurance Company $2,777,777.77 11.11111108% $2,777,777.78 11.11111112%
Xxx Xxxxxx American Capital
Prime Rate Inc. Trust $2,777,777.77 11.11111108% $2,777,777.78 11.11111112%
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TOTALS $25,000,000.00 100.00000000% $25,000,000 100.0000000%
