EXHIBIT 4.3
RAYOVAC CORPORATION
8 1/2% SENIOR SUBORDINATED NOTES DUE 2013
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SUPPLEMENTAL INDENTURE
DATED AS OF OCTOBER 24, 2003
TO
INDENTURE
DATED AS OF SEPTEMBER 30, 2003
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U.S. BANK
NATIONAL ASSOCIATION,
AS TRUSTEE
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SUPPLEMENTAL INDENTURE
SUPPLEMENTAL INDENTURE (this "SUPPLEMENTAL INDENTURE") among Rayovac
Corporation, a Wisconsin corporation (the "COMPANY"), the Guarantors (as defined
in the Indenture referred to herein) and U.S. Bank National Association, as
Trustee under the Indenture referred to below (the "TRUSTEE"), dated as of
October 24, 2003.
WITNESSETH
WHEREAS, the Company, the Guarantors and the Trustee have heretofore
executed and delivered an Indenture, dated as of September 30, 2003 (the
"INDENTURE"), providing for the issuance of the Company's 8 1/2% Senior
Subordinated Notes due 2013 (the "NOTES"); and
WHEREAS, the Company desires to simplify its corporate structure by (a)
converting Vestar Xxxxxx Corp., a Delaware corporation, into Vestar Xxxxxx,
L.L.C., a Delaware limited liability company and Vestar Razor Corp., a Delaware
corporation, into Vestar Razor, L.L.C., a Delaware limited liability company and
(b) merging each of Vestar Xxxxxx, L.L.C, Vestar Razor, L.L.C., Remington
Capital Corp., Remington Rand Corporation and Remington Corporation, L.L.C. with
and into Remington Products Company, L.L.C. (each such merger a "CONSOLIDATION"
and, collectively, the "CONSOLIDATIONS"), as permitted by Section 4.20(c) of the
Indenture; and
WHEREAS, the Company desires to amend the definition of "Guarantors" set
forth in the Indenture to reflect each Consolidation, effective in each case
upon the filing of a certificate of merger or similar document (in each case,
the "CERTIFICATE OF MERGER") with the appropriate governmental official to
evidence such Consolidation; and
WHEREAS, Section 9.01(c) of the Indenture provides that the Company, the
Guarantors and the Trustee may amend or supplement the Indenture, the Guarantees
or the Notes without the consent of any Holder of a Note to provide for the
assumption of any Guarantor's obligations to the Holders of the Notes in the
case of a merger or consolidation or sale of all or substantially all of the
assets of such Guarantor; and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is
authorized to execute and deliver this Supplemental Indenture.
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which is hereby acknowledged, the
Company, the Guarantors and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:
SECTION 1 DEFINITIONS.
(a) Capitalized terms used herein without definition shall have the
meanings assigned to them in the Indenture.
(b) For all purposes of this Supplemental Indenture, except as otherwise
herein expressly provided or unless the context otherwise requires: (i) the
terms and expressions used herein shall have the same meanings as
corresponding terms and expressions used in the Indenture; and (ii) the words
"herein," "hereof" and "hereby" and other words of similar
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import used in this Supplemental Indenture refer to this Supplemental
Indenture as a whole and not to any particular section hereof.
SECTION 2. GUARANTORS. Pursuant to Section 9.01 of the Indenture,
the Company, Guarantors and the Trustee hereby amend the definition of the term
"Guarantors" set forth in the Indenture by deleting reference to, as
appropriate, upon the filing of the applicable Certificate of Merger, Remington
Capital Corporation, Remington Rand Corporation, Remington Corporation, L.L.C.,
Vestar Xxxxxx Corp. and Vestar Razor Corp. from Schedule I to the Indenture to
reflect each Consolidation. For purposes of clarification, upon consummation of
all of the Consolidations and the filing of all of the Certificates of Merger,
Schedule I to the Indenture shall be identical to Schedule I-A attached hereto.
SECTION 3. RATIFICATION OF INDENTURE; SUPPLEMENTAL INDENTURES PART OF
INDENTURE. Except as expressly amended hereby, the Indenture is in all respects
ratified and confirmed and all the terms, conditions and provisions thereof
shall remain in full force and effect. Upon the execution and delivery of this
Supplemental Indenture by the Company, the Guarantors and the Trustee and the
effectiveness of each provision hereof in accordance with its terms and
conditions, this Supplemental Indenture shall form a part of the Indenture for
all purposes, and every holder of Notes heretofore or hereafter authenticated
and delivered shall be bound hereby. Any and all references to the Indenture,
whether within the Indenture or in any notice, certificate or other instrument
or document, shall be deemed to include a reference to this Supplemental
Indenture (whether or not made), unless the context shall otherwise require.
SECTION 4. GOVERNING LAW. THE INTERNAL LAWS OF THE STATE OF NEW YORK
SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE BUT WITHOUT
GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT
THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
SECTION 5. SUCCESSORS. All agreements of the Company in this
Supplemental Indenture shall bind its successors. All agreements of the Trustee
in this Supplemental Indenture shall bind its successors.
SECTION 6. SEVERABILITY. In case any provision in this Supplemental
Indenture shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
SECTION 7. COUNTERPARTS. The parties may sign any number of copies of
this Supplemental Indenture. Each signed copy shall be an original, but all of
them together represent the same agreement.
SECTION 8. EFFECT OF HEADINGS. The Section headings herein are for
convenience only and shall not affect the construction hereof.
SECTION 9. THE TRUSTEE. The Trustee shall not be responsible in any
manner whatsoever for or in respect of the validity or sufficiency of this
Supplemental Indenture or for or in respect of the recitals contained herein,
all of which recitals are made solely by the Guarantors and the Company.
SECTION 10. ENTIRE AGREEMENT. This Supplemental Indenture, together
with the Indenture as amended hereby, the Guarantees and the Notes, contains the
entire agreement of the
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parties, and supersedes all other representations, warranties, agreements and
understandings between the parties, oral or otherwise, with respect to the
matters contained herein and therein.
SECTION 11. BENEFITS OF SUPPLEMENTAL INDENTURE. Nothing in this
Supplemental Indenture, the Indenture, the Guarantees or the Notes, express or
implied, shall give to any Person, other than the parties hereto and thereto and
their successors hereunder and thereunder, and the Holders, any benefit of any
legal or equitable right, remedy or claim under the Indenture, the Supplemental
Indenture, the Guarantees or the Notes.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental
Indenture to be duly executed and attested, all effective as of the dates
referenced.
Dated: October 24, 2003
RAYOVAC CORPORATION
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Senior Vice President, General
Counsel & Secretary
ROV HOLDING, INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary & Treasurer
ROVCAL, INC.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary & Treasurer
REMINGTON PRODUCTS
COMPANY, L.L.C.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary & Treasurer
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VESTAR XXXXXX, L.L.C.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary & Treasurer
VESTAR RAZOR, L.L.C.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary & Treasurer
REMINGTON CAPITAL CORP.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary & Treasurer
REMINGTON RAND
CORPORATION
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary & Treasurer
REMINGTON CORPORATION, L.L.C.
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Secretary & Treasurer
U.S. BANK NATIONAL
ASSOCIATION, as Trustee
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Vice President
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SCHEDULE I-A
GUARANTORS
ROV Holding, Inc.
Rovcal, Inc.
Remington Products Company, L.L.C.
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