<DOCUMENT>
<TYPE>EX-4.11
<SEQUENCE>3
<FILENAME>a2070144zex-4_11.txt
<DESCRIPTION>EXHIBIT 4.11
<TEXT>
<PAGE>
Exhibit 4.11
FOURTH AMENDMENT
THIS FOURTH AMENDMENT dated as of February 12, 2002 (this "AMENDMENT")
amends the Second Amended and Restated Credit Agreement dated as of August 9,
1999 (as previously amended, 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 ADDITIONAL DEFINITIONS. The following definitions shall be added to
Section 1.1 of the Credit Agreement, each in its appropriate alphabetical
position:
ADJUSTED EBITDA means, for any Computation Period, the total
of (i) EBITDA for such Computation Period plus (ii) any Restructuring
Charges taken during such Computation Period plus (iii) any Kmart
Charge taken during such Computation Period minus (iv) any Kmart
Recoveries received during such Computation Period.
ADJUSTED LEVERAGE RATIO means, as of any date, the ratio of
(x) the aggregate outstanding principal amount of all Funded Debt as of
such date TO (y) Adjusted EBITDA for the Computation Period most
recently ended on or before such date for which financial statements
have been delivered pursuant to SECTION 7.1.
KMART CHARGE means the $16,100,000 of write-off of accounts
receivable taken by the Company in the first fiscal quarter of 2002 in
connection with actual and potential losses arising out of the filing
by Kmart Corporation for protection under Chapter 11 of the Bankruptcy
Code.
KMART PRE-PETITION RECEIVABLES means accounts receivable owed
by Kmart Corporation or any Affiliate thereof to the Company or any
Subsidiary arising prior to the filing by Kmart Corporation for
protection under Chapter 11 of the Bankruptcy Code in January of 2002.
KMART RECOVERIES means any amounts (including sale proceeds)
received by the Company or any Subsidiary with respect to Kmart
Pre-Petition Receivables.
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SYNTHETIC LEASE means a lease by the Company or a Subsidiary
which is an operating lease for financial reporting purposes (as
determined pursuant to Statement of Financial Accounting Standards No.
13) of properties which are reported for United States income tax
purposes as owned by the Company or a Subsidiary.
SYNTHETIC LEASE OBLIGATIONS means obligations of the lessee
under a Synthetic Lease. The amount of Synthetic Lease Obligations
under any Synthetic Lease shall be determined in accordance with GAAP
as if such lease were a capital lease.
1.2 AMENDMENTS TO DEFINITIONS. Each of the following definitions in
Section 1.1 of the Credit Agreement shall be amended and restated in its
entirety to read as follows:
EBITDA means, for any Computation Period, the sum of
Consolidated Net Income of the Company for such period excluding, to
the extent reflected in determining such Consolidated Net Income,
extraordinary gains for such period, PLUS to the extent deducted in
determining such Consolidated Net Income, Interest Expense, income tax
expense, depreciation, amortization and any non-cash charges related to
the write-off of fees associated with the issuance of the Senior
Subordinated Notes. If the Company or any Subsidiary makes an
Acquisition or a material divestiture during any Computation Period,
then for purposes of determining the Interest Coverage Ratio, the
Leverage Ratio and the Adjusted Leverage Ratio, EBITDA shall be
adjusted for the period of time prior to the date of such Acquisition
or divesture by adding the historical financial results (other than
Interest Expense) for such period of the Person or assets acquired
(without taking account of cost savings or other synergies unless
approved by the Required Lenders) or deleting that portion of the
financial results (other than Interest Expense) of the Company and its
Subsidiaries for such period attributable to the Person or assets
divested, all as reasonably determined by the Company and certified to
the Administrative Agent and the Lenders.
INTEREST COVERAGE RATIO means, as of the last day of any
fiscal quarter, the ratio of (a) Adjusted EBITDA for the Computation
Period ending on such day to (b) Interest Expense for such Computation
Period.
INTEREST EXPENSE means for any period the consolidated
interest expense of the Company and its Subsidiaries for such period
(including all imputed interest on capital leases). If the Company or
any Subsidiary makes an Acquisition or a material divestiture during
any Computation Period, then for purposes of determining the Interest
Coverage Ratio, the Leverage Ratio and the Adjusted Leverage Ratio,
Interest Expense shall be adjusted to account for all increases or
decreases in Indebtedness directly related to such Acquisition or
divestiture based on the assumption that such increase or decrease had
occurred on the first day of such Computation Period rather than on the
date of such Acquisition or divestiture, all as reasonably determined
by the Company and certified to the Administrative Agent and the
Lenders.
RESTRUCTURING CHARGES means (a) up to $4,500,000 of non-cash
restructuring charges taken by the Company during the fiscal year
ending September 30, 2001; and
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(b) the first $10,000,000 of non-cash restructuring charges taken by
the Company in the fiscal year beginning October 1, 2001.
1.3 AMENDMENT TO SECTION 8.2. Section 8.2 shall be amended by (a)
deleting the word "and" after the end of clause (e); (b) redesignating the
existing clause "(f)" as clause "(g)" and (c) inserting the following new clause
(f) in proper sequence:
(f) the sale of Kmart Pre-Petition Receivables; and
1.4 AMENDMENT TO SECTION 8.1. Clause (j) of Section 8.1 is amended in
its entirety to read as follows:
(j) Liens securing obligations in respect of capital leases
and Synthetic Leases attaching only to the property subject to such
leases; PROVIDED that such leases are otherwise permitted hereunder;
1.5 AMENDMENT TO SECTION 8.10. Section 8.10 is amended by (a) deleting the word
"and" after clause (b); (b) deleting the period at the end of clause (c) and
substituting a semi-colon followed by the word "and" therefor; and (c) inserting
the following new clause (d) in proper sequence:
(d) Synthetic Leases; provided that the aggregate amount of
all Synthetic Lease Obligations shall not at any time exceed
$20,000,000.
1.6 AMENDMENT TO SECTION 8.12. Section 8.12 is amended in its entirety
to read as follows:
8.12 MAXIMUM LEVERAGE RATIO. The Company will not permit the
Adjusted Leverage Ratio for any Computation Period to exceed the ratio
set forth below opposite the period in which such Computation Period
ends:
PERIOD RATIO
------ -----
9/30/99 - 9/30/00 3.50:1.0
12/31/00 - 9/30/02 3.25:1.0
12/31/02 and thereafter 3.00:1.0.
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) counterparts of this Amendment executed by the Company and the Required
Lenders (or, in the case of any party
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from which the Administrative Agent has not received a counterpart hereof,
facsimile confirmation of the execution of a counterpart hereof by such party),
(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), (c) for the account of each Lender that has executed and delivered
a counterpart hereof to the Administrative Agent by 5:00 p.m. (Eastern time) on
February 12, 2002, an amendment fee in an amount equal to 0.075% of such
Lender's Commitment as of the Amendment Effective Date and (d) certain fees
agreed to between the Company and the Administrative Agent.
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 GOVERNING LAW. This Amendment shall be a contract made under and
governed by the internal laws of the State of New York.
4.4 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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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: /s/ Kent J. Hussey
----------------------------------------
Name: Kent J. Hussey
--------------------------------------
Title: President and Chief Financial Officer
-------------------------------------
BANK OF AMERICA, N.A., as Administrative Agent
By: /s/ Liliana Claar
----------------------------------------
Name: Liliana Claar
--------------------------------------
Title: Vice President
-------------------------------------
BANK OF AMERICA, N.A., as Issuing Lender,
Swingline Lender and a Lender
By: /s/ W. Thomas Barnett
----------------------------------------
Name: W. Thomas Barnett
--------------------------------------
Title: Managing Director
-------------------------------------
BANK LEUMI USA
By: /s/ Aliz Sadan
----------------------------------------
Name: Aliz Sadan
--------------------------------------
Title: Assistant Treasurer
-------------------------------------
THE BANK OF NEW YORK
By: /s/ Mark D. Wrigley
----------------------------------------
Name: Mark D. Wrigley
--------------------------------------
Title: Assistant Vice President
-------------------------------------
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<PAGE>
THE BANK OF NOVA SCOTIA
By: /s/ M.D. Smith
----------------------------------------
Name: M.D. Smith
--------------------------------------
Title: Agent
-------------------------------------
BANK OF TOKYO-MITSUBISHI TRUST COMPANY
By: /s/ Richard L. Van de Berghe Jr.
----------------------------------------
Name: Richard L. Van de Berghe Jr.
--------------------------------------
Title: Vice President
-------------------------------------
BNP PARIBAS
By: /s/ Jo Ellen Bender
----------------------------------------
Name: Jo Ellen Bender
--------------------------------------
Title: Manager Director
-------------------------------------
By: /s/ Christine L. Howatt
----------------------------------------
Name: Christine L. Howatt
--------------------------------------
Title: Director
-------------------------------------
COMERICA BANK
By: /s/ Kathleen M. Kasperek
----------------------------------------
Name: Kathleen M. Kasperek
--------------------------------------
Title: Assistant Vice President
-------------------------------------
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<PAGE>
DRESDNER BANK AG, NEW YORK AND
GRAND CAYMAN BRANCHES
By: /s/ Gabriela Fields
----------------------------------------
Name: Gabriela Fields
--------------------------------------
Title: Associate
-------------------------------------
By: /s/ James Jerz
----------------------------------------
Name: James Jerz
--------------------------------------
Title: Vice President
-------------------------------------
BANK ONE, NA (Main Office Chicago)
By: /s/ Scott A. Moreen
----------------------------------------
Name: Scott A. Moreen
--------------------------------------
Title: Vice President
-------------------------------------
FIRSTAR BANK, N.A.
By: /s/ John M. Howard
----------------------------------------
Name: John M. Howard
--------------------------------------
Title: Executive Vice President
-------------------------------------
FLEET NATIONAL BANK
By: /s/ Thomas J. Flanagan II
----------------------------------------
Name: Thomas J. Flanagan II
--------------------------------------
Title: Managing Director
-------------------------------------
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<PAGE>
HARRIS TRUST AND SAVINGS BANK
By: /s/ George M. Dluhy
----------------------------------------
Name: George M. Dluhy
--------------------------------------
Title: Vice President
-------------------------------------
LASALLE BANK NATIONAL ASSOCIATION
By: /s/ James A. Meyer
----------------------------------------
Name: James A. Meyer
--------------------------------------
Title: Senior Vice President
-------------------------------------
M&I MARSHALL & ILSLEY BANK
By: /s/ James P. McMullen
----------------------------------------
Name: James P. McMullen
--------------------------------------
Title: Vice President
-------------------------------------
THE MITSUBISHI TRUST AND BANKING CORPORATION
By: /s/ Hiroyuki Tsuru
----------------------------------------
Name: Hiroyuki Tsuru
--------------------------------------
Title: Deputy General Manager
-------------------------------------
NATIONAL CITY BANK
By: /s/ Stephen E. Green
----------------------------------------
Name: Stephen E. Green
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Title: Vice President
-------------------------------------
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<PAGE>
THE NORTHERN TRUST COMPANY
By: /s/ Edmund H. Lester
----------------------------------------
Name: Edmund H. Lester
--------------------------------------
Title: Vice President
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THE ROYAL BANK OF SCOTLAND PLC
By: /s/ Maria Amaral-LeBlanc
----------------------------------------
Name: Maria Amaral-LeBlanc
--------------------------------------
Title: Vice President
-------------------------------------
ST. FRANCIS BANK, F.S.B.
By: /s/ John C. Tans
----------------------------------------
Name: John C. Tans
--------------------------------------
Title: Vice President
-------------------------------------
SUNTRUST BANK
By:
----------------------------------------
Name:
--------------------------------------
Title:
-------------------------------------
U.S. BANK NATIONAL ASSOCIATION
By: /s/ John M. Howard
----------------------------------------
Name: John M. Howard
--------------------------------------
Title: Executive Vice President
-------------------------------------
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<PAGE>
EXHIBIT A
CONFIRMATION
Dated as of February 12, 2002
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 (as amended, 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 Fourth
Amendment dated as of February 12, 2002, amending the Credit Agreement (the
"FOURTH 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 Fourth 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 Fourth Amendment.
<PAGE>
RAYOVAC CORPORATION
By: /s/ Kent J. Hussey
----------------------------------------
Name: Kent J. Hussey
--------------------------------------
Title: President and Chief Financial Officer
-------------------------------------
ROV HOLDING, INC.
By: /s/ Kent J. Hussey
----------------------------------------
Name: Kent J. Hussey
--------------------------------------
Title: President and Chief Financial Officer
-------------------------------------
ROVCAL, INC.
By: /s/ Kent J. Hussey
----------------------------------------
Name: Kent J. Hussey
--------------------------------------
Title: President and Chief Financial Officer
-------------------------------------
Accepted and Agreed
as of February 12, 2002
BANK OF AMERICA, N.A.,
as Administrative Agent
By: /s/ Liliana Claar
----------------------------------------
Name: Liliana Claar
--------------------------------------
Title: Vice President
-------------------------------------
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</TEXT>
</DOCUMENT>