8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

September 30, 2003

(Date of earliest event reported)

Rayovac Corporation

(Exact name of Registrant as specified in its charter)

Wisconsin
(State of
Incorporation) 001-13615
(Commission File No.) 22-2423556
(IRS Employer
Identification No.)

601 Rayovac Drive, Madison, Wisconsin 53711
(Address of principal executive offices, including zip code)

(608) 275-3340
(Registrant’s telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

Item 2. Acquisition or Disposition of Assets.

     On September 30, 2003, Rayovac Corporation (the “Company”) completed its previously announced acquisition (the “Acquisition”) of 100% of the outstanding Membership Interests of Remington Products Company, L.L.C. (“Remington”), directly and through the purchase of entities owning Membership Interests in Remington. Remington designs and distributes electric shavers and accessories, grooming products, hair care appliances and other small electrical consumer appliances. The Acquisition was completed pursuant to the terms of a Purchase Agreement (the “Purchase Agreement”) dated August 21, 2003, by and among the Company, Remington, Vestar Equity Partners, L.P., Investors/RP, L.L.C. and RPI Corp., as amended. A copy of the Purchase Agreement was filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on September 3, 2003, and Amendment No. 1 to the Purchase Agreement, dated September 29, 2003, is filed as Exhibit 2.2 hereto, both of which are incorporated herein by reference. Remington will be operated as a wholly-owned subsidiary of the Company.

     The aggregate purchase price paid by the Company consisted of a cash payment of $165 million and the assumption of approximately $180.5 million in indebtedness, including the assumption of all outstanding 11% Series B and Series D Senior Subordinated Notes due 2006 issued by Remington and Remington Capital Corp. (the “Remington Notes”). The purchase price was determined on the basis of arm’s length negotiations between the parties. No prior material relationships existed between the Company and the other parties to the Acquisition or their respective affiliates, directors or officers, except that Neil P. DeFeo, former President and Chief Executive Officer of Remington, was appointed to the Company’s Board of Directors contingent upon the completion of the Acquisition.

     On September 30, 2003, the Company also completed its previously announced private placement of $350 million aggregate principal amount of 8 1/2% Senior Subordinated Notes due 2013 (the “Senior Subordinated Notes”), pursuant to a purchase agreement (the “Note Purchase Agreement”) dated September 26, 2003, by and among the Company, the initial purchasers of the Senior Subordinated Notes (the “Initial Purchasers”) and the subsidiary guarantors named therein. In connection with the private placement of the Senior Subordinated Notes, the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) dated as of September 30, 2003, by and among the Company, the Initial Purchasers and the subsidiary guarantors named therein. The Senior Subordinated Notes were issued under an indenture (the “Indenture”) dated as of September 30, 2003, by and among the Company, the subsidiary guarantors and U.S. Bank, National Association, as Trustee. The Note Purchase Agreement, Registration Rights Agreement and Indenture are attached hereto as Exhibits 1.1, 4.1, and 4.2, respectively. Proceeds from the private placement of the Senior Subordinated Notes, together with borrowings under the Company’s senior credit facilities, were used to finance the acquisition of Remington, to retire Remington’s indebtedness, to pay related fees and expenses, to repay amounts outstanding under the revolving portion of the Company’s senior credit facilities and for general corporate purposes.

     In connection with the Acquisition and the private placement of the Senior Subordinated Notes, the Company also entered into an amendment to its existing senior credit facilities to,

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among other things, permit the Acquisition and the issuance of the Senior Subordinated Notes and to provide for approximately $50 million in additional borrowing under the term loan portion of the Company’s existing senior credit facilities. The amendment to the senior credit facilities is attached hereto as Exhibit 10.4.

     Also in connection with the Acquisition, as previously announced, the Company commenced tender offers (the “Offers”) to purchase for cash all $180 million principal amount of the Remington Notes. At the expiration of the Offers on October 9, 2003, approximately $125.3 million principal amount of the Remington Notes had been tendered. The Company has called for redemption all of the Remington Notes that were not tendered pursuant to the Offers.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(a) Financial Statements of Business Acquired.

     The financial statements of Remington required by this item have been omitted from this report in reliance on Item 7(a)(4) of Form 8-K and will be filed in an amendment to this Current Report on Form 8-K within 60 days of the date on which this Current Report is initially required to be filed.

(b) Pro Forma Financial Information

     The pro forma financial information required by this item has been omitted from this report in reliance on Item 7(b)(2) of Form 8-K and will be filed in an amendment to this Current Report on Form 8-K within 60 days of the date on which this Current Report is initially required to be filed.

(c) Exhibits.

Exhibit
Number	Description of Exhibit
1.1	Purchase Agreement dated September 26, 2003, by and among Rayovac Corporation, ROV Holding, Inc., Rovcal, Inc., Banc of America Securities LLC, Citigroup Global Markets Inc. and ABN AMRO Incorporated.
2.1*	Purchase Agreement dated August 21, 2003, by and among Rayovac Corporation, Remington Products Company, L.L.C., Vestar Equity Partners, L.P., Investors/RP, L.L.C. and RPI Corp.
2.2	Amendment No. 1 to Purchase Agreement dated August 21, 2003, by and among Rayovac Corporation, Remington Products Company, L.L.C., Vestar Equity Partners, L.P., Investors/RP, L.L.C. and RPI Corp.
4.1	Registration Rights Agreement dated September 30, 2003, by and among Rayovac Corporation, ROV Holding, Inc., Rovcal, Inc., Vestar Shaver Corp., Vestar Razor Corp., Remington Products Company, L.L.C., Remington Capital Corporation, Remington Rand Corporation, Remington Corporation, L.L.C., Banc of America Securities LLC, Citigroup Global Markets Inc. and ABN AMRO Incorporated.

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Exhibit
Number	Description of Exhibit
4.2	Indenture dated September 30, 2003, by and among Rayovac Corporation, ROV Holding, Inc., Rovcal, Inc., Vestar Shaver Corp., Vestar Razor Corp., Remington Products Company, L.L.C., Remington Capital Corporation, Remington Rand Corporation, Remington Corporation, L.L.C. and U.S. Bank National Association.
10.1**	Third Amended and Restated Credit Agreement, dated October 1, 2002, by and among the Company, VARTA Geratebatterie GmbH, the lenders party thereto, LaSalle Bank National Association, as documentation agent, Citicorp North America, Inc., as syndication agent, and Bank of America, N.A., as administrative agent.
10.2***	Amendment No. 1 to Third Amended and Restated Credit Agreement, dated October 1, 2002, by and among the Company, VARTA Geratebatterie GmbH, the lenders party thereto, LaSalle Bank National Association, as documentation agent, Citicorp North America, Inc., as syndication agent, and Bank of America, N.A., as administrative agent.
10.3	Amendment No. 2 to Third Amended and Restated Credit Agreement, dated October 1, 2002, by and among the Company, VARTA Geratebatterie GmbH, the lenders party thereto, LaSalle Bank National Association, as documentation agent, Citicorp North America, Inc., as syndication agent, and Bank of America, N.A., as administrative agent.
10.4	Amendment No. 3 to Third Amended and Restated Credit Agreement, dated October 1, 2002, by and among the Company, VARTA Geratebatterie GmbH, the lenders party thereto, LaSalle Bank National Association, as documentation agent, Citicorp North America, Inc., as syndication agent, and Bank of America, N.A., as administrative agent.

*	Previously filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on September 3, 2003 and hereby incorporated by reference herein.
**	Previously filed as Exhibit 2.2 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on October 16, 2002 and hereby incorporated by reference herein.
***	Previously filed as Exhibit 10.17 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended December 29, 2002, as filed with the Securities and Exchange Commission on February 12, 2003 and hereby incorporated by reference herein.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 15, 2003	RAYOVAC CORPORATION
	By:	/s/ Randall J. Steward
		Randall J. Steward Executive Vice President and Chief Financial Officer

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INDEX TO EXHIBITS

Exhibit
Number	Description of Exhibit
1.1	Purchase Agreement dated September 26, 2003, by and among Rayovac Corporation, ROV Holding, Inc., Rovcal, Inc., Banc of America Securities LLC, Citigroup Global Markets Inc. and ABN AMRO Incorporated.
2.1*	Purchase Agreement dated August 21, 2003, by and among Rayovac Corporation, Remington Products Company, L.L.C., Vestar Equity Partners, L.P., Investors/RP, L.L.C. and RPI Corp.
2.2	Amendment No. 1 to Purchase Agreement dated August 21, 2003, by and among Rayovac Corporation, Remington Products Company, L.L.C., Vestar Equity Partners, L.P., Investors/RP, L.L.C. and RPI Corp.
4.1	Registration Rights Agreement dated September 30, 2003, by and among Rayovac Corporation, ROV Holding, Inc., Rovcal, Inc., Vestar Shaver Corp., Vestar Razor Corp., Remington Products Company, L.L.C., Remington Capital Corporation, Remington Rand Corporation, Remington Corporation, L.L.C., Banc of America Securities LLC, Citigroup Global Markets Inc. and ABN AMRO Incorporated.
4.2	Indenture dated September 30, 2003, by and among Rayovac Corporation, ROV Holding, Inc., Rovcal, Inc., Vestar Shaver Corp., Vestar Razor Corp., Remington Products Company, L.L.C., Remington Capital Corporation, Remington Rand Corporation, Remington Corporation, L.L.C. and U.S. Bank National Association.
10.1**	Third Amended and Restated Credit Agreement, dated October 1, 2002, by and among the Company, VARTA Geratebatterie GmbH, the lenders party thereto, LaSalle Bank National Association, as documentation agent, Citicorp North America, Inc., as syndication agent, and Bank of America, N.A., as administrative agent.
10.2***	Amendment No. 1 to Third Amended and Restated Credit Agreement, dated October 1, 2002, by and among the Company, VARTA Geratebatterie GmbH, the lenders party thereto, LaSalle Bank National Association, as documentation agent, Citicorp North America, Inc., as syndication agent, and Bank of America, N.A., as administrative agent.
10.3	Amendment No. 2 to Third Amended and Restated Credit Agreement, dated October 1, 2002, by and among the Company, VARTA Geratebatterie GmbH, the lenders party thereto, LaSalle Bank National Association, as documentation agent, Citicorp North America, Inc., as syndication agent, and Bank of America, N.A., as administrative agent.
10.4	Amendment No. 3 to Third Amended and Restated Credit Agreement, dated October 1, 2002, by and among the Company,

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Exhibit
Number	Description of Exhibit
	VARTA Geratebatterie GmbH, the lenders party thereto, LaSalle Bank National Association, as documentation agent, Citicorp North America, Inc., as syndication agent, and Bank of America, N.A., as administrative agent.

*	Previously filed as Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on September 3, 2003, and hereby incorporated by reference herein.
**	Previously filed as Exhibit 2.2 to the Registrant’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on October 16, 2002 and hereby incorporated by reference herein.
***	Previously filed as Exhibit 10.17 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended December 29, 2002, as filed with the Securities and Exchange Commission on February 12, 2003 and hereby incorporated by reference herein.

7 EX-1.1 3 g85268exv1w1.txt EX-1.1 PURCHASE AGREEMENT DATED SEPTEMBER 26, 2003 EXHIBIT 1.1 Rayovac Corporation, ROV Holding, Inc. and Rovcal Inc. $ 350,000,000 8 1/2% Senior Subordinated Notes due 2013 PURCHASE AGREEMENT dated September 26, 2003 Banc of America Securities LLC Citigroup Global Markets Inc. ABN AMRO Incorporated Table of Contents SECTION 1. Representations and Warranties.......................................................... 3 (a) No Registration Required......................................................................... 3 (b) No Integration of Offerings or General Solicitation.............................................. 3 (c) Eligibility for Resale under Rule 144A........................................................... 3 (d) The Offering Memorandum.......................................................................... 3 (e) Incorporated Documents........................................................................... 4 (f) The Purchase Agreement........................................................................... 4 (g) The Registration Rights Agreement................................................................ 4 (h) The DTC Agreement................................................................................ 4 (i) Authorization of the Securities and the Exchange Securities...................................... 4 (j) Authorization of the Indenture................................................................... 5 (k) Description of the Securities, Exchange Securities and the Indenture............................. 5 (l) No Material Adverse Change....................................................................... 5 (m) Independent Accountants.......................................................................... 6 (n) Preparation of the Financial Statements.......................................................... 6 (o) Incorporation and Good Standing of the Company and its Subsidiaries.............................. 6 (p) Capitalization and Other Capital Stock Matters................................................... 7 (q) Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required....... 7 (r) No Material Actions or Proceedings............................................................... 8 (s) Intellectual Property Rights..................................................................... 8 (t) All Necessary Permits, etc....................................................................... 8 (u) Title to Properties.............................................................................. 8 (v) Tax Law Compliance............................................................................... 8 (w) Company Not an "Investment Company".............................................................. 9 (x) Insurance........................................................................................ 9 (y) No Price Stabilization or Manipulation........................................................... 9 (z) Solvency......................................................................................... 9 (aa) No Unlawful Contributions or Other Payments................................................... 9 (bb) Company's Accounting System................................................................... 9 (cc) Compliance with Environmental Laws............................................................ 10 (dd) Periodic Review of Costs of Environmental Compliance.......................................... 10 (ee) ERISA Compliance.............................................................................. 11 (ff) No Default in Senior Indebtedness............................................................. 11 (gg) Amended Credit Agreement...................................................................... 11 (hh) Regulation S.................................................................................. 11 SECTION 2. Purchase, Sale and Delivery of the Securities........................................... 12 (a) The Securities................................................................................... 12 (b) The Closing Date................................................................................. 12 (c) Delivery of the Securities....................................................................... 12 (d) Delivery of Offering Memorandum to the Initial Purchasers........................................ 12 (e) Initial Purchasers as Qualified Institutional Buyers............................................. 13 SECTION 3. Additional Covenants.................................................................... 13 (a) Initial Purchasers' Review of Proposed Amendments and Supplements................................ 13 (b) Amendments and Supplements to the Offering Memorandum and Other Securities Act Matters........... 13 (c) Copies of the Offering Memorandum................................................................ 14 (d) Blue Sky Compliance.............................................................................. 14 (e) Use of Proceeds.................................................................................. 14 (f) The Depositary................................................................................... 14 (g) Additional Issuer Information.................................................................... 14 (h) Agreement Not to Offer or Sell Additional Securities............................................. 14 (i) Future Reports to the Initial Purchasers......................................................... 14 (j) No Integration................................................................................... 15 i (k) Legended Securities.............................................................................. 15 (l) PORTAL........................................................................................... 15 SECTION 4. Payment of Expenses..................................................................... 15 SECTION 5. Conditions of the Obligations of the Initial Purchasers................................. 16 (a) Accountants' Comfort Letter...................................................................... 16 (b) No Material Adverse Change or Ratings Agency Change.............................................. 16 (c) Opinion of Counsel for the Company and the Guarantors............................................ 16 (d) Opinion of Counsel for the Initial Purchasers.................................................... 16 (e) Officers' Certificate............................................................................ 17 (f) Bring-down Comfort Letter........................................................................ 17 (g) PORTAL Listing................................................................................... 17 (h) Registration Rights Agreement.................................................................... 17 (i) Concurrent Transactions.......................................................................... 17 (j) Notice of Redemption............................................................................. 17 (k) Notice of Termination............................................................................ 17 (l) Additional Documents............................................................................. 18 SECTION 6. Reimbursement of Initial Purchasers' Expenses........................................... 18 SECTION 7. Offer, Sale and Resale Procedures....................................................... 18 SECTION 8. Indemnification......................................................................... 19 (a) Indemnification of the Initial Purchasers........................................................ 19 (b) Indemnification of the Company, the Guarantors, their Directors and Officers..................... 20 (c) Notifications and Other Indemnification Procedures............................................... 21 (d) Settlements...................................................................................... 21 SECTION 9. Contribution............................................................................ 22 SECTION 10. Termination of this Agreement........................................................... 23 SECTION 11. Representations and Indemnities to Survive Delivery..................................... 23 SECTION 12. Notices................................................................................. 24 SECTION 13. Successors.............................................................................. 24 SECTION 14. Partial Unenforceability................................................................ 24 SECTION 15. Governing Law Provisions................................................................ 25 SECTION 16. Default of One or More of the Several Initial Purchasers................................ 25 SECTION 17. General Provisions...................................................................... 25 SCHEDULES, EXHIBITS AND ANNEX SCHEDULE A - INITIAL PURCHASERS SCHEDULE C - SUBSIDIARIES EXHIBIT A-1 - FORM OF OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP EXHIBIT A-2 - FORM OF TAX OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP EXHIBIT A-3 - FORM OF OPINION OF JAMES T. LUCKE ANNEX I - RESALE PROCEDURES ii Purchase Agreement September 26, 2003 BANC OF AMERICA SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. ABN AMRO Incorporated As Initial Purchasers c/o BANC OF AMERICA SECURITIES LLC 9 West 57th Street New York, NY 10019 Ladies and Gentlemen: Introductory. Rayovac Corporation, a Wisconsin corporation (the "Company"), proposes to issue and sell to the several Initial Purchasers named in Schedule A (the "Initial Purchasers"), acting severally and not jointly, the respective amounts set forth in such Schedule A of $350,000,000 aggregate principal amount of the Company's 8 1/2% Senior Subordinated Notes due 2013 (the "Notes"). Banc of America Securities LLC, Citigroup Global Markets Inc. and ABN AMRO Incorporated have agreed to act as the several Initial Purchasers in connection with the offering and sale of the Notes. The Notes will be issued pursuant to an indenture, to be dated as of September 30, 2003 (the "Indenture"), among the Company, the guarantors named in the Indenture (including ROV Holding, Inc., a Delaware Corporation, and Rovcal Inc., a California Corporation; each of ROV Holding, Inc. and Rovcal Inc. a "Guarantor and together the "Guarantors") and U.S. Bank Trust National Association, as trustee (the "Trustee"). Notes issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the "Depositary") pursuant to a DTC Agreement, to be dated as of the Closing Date (as defined in Section 2) (the "DTC Agreement"), among the Company, the Trustee and the Depositary. The holders of the Notes will be entitled to the benefits of a registration rights agreement, to be dated as of September 30, 2003 (the "Registration Rights Agreement"), among the Company, the Guarantors and the Initial Purchasers, pursuant to which each of the Company and the Guarantors will agree to file, within 90 days of the Closing Date, a registration statement with the Commission registering the Exchange Securities under the Securities Act. The payment of principal, of premium and Liquidated Damages (as defined in the Indenture), if any, and interest on the Notes and the Exchange Notes (as defined below) will be fully and unconditionally guaranteed on a senior subordinated basis, jointly and severally by (i) the Guarantors and (ii) any subsidiary of the Company formed or acquired after the Closing Date that executes an additional guarantee in accordance with the terms of the Indenture, and their respective successors and assigns, pursuant to their guarantees (the "Guarantees"). The Notes and the Guarantees attached thereto are herein collectively referred to as the "Securities"; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the "Exchange Securities". The Notes are being issued as part of the financing of the Company's acquisition (the "Acquisition") of all of the membership interests of Remington Products Company, L.L.C., a Delaware limited liability company ("Remington"). In connection with the Acquisition, the Company will: (i) enter into an agreement (the "Amended Credit Agreement") with lenders under its Third Amended and Restricted Credit Agreement (the "Existing Credit Agreement") dated as of October 1, 2002 to, among other things, increase the borrowing available under the Existing Credit Agreement by $50,000,000 and (ii) make tender offers (the "Tender Offers") to acquire Remington and Remington Capital Corp.'s existing 11% Series B Senior Subordinated Notes due 2006 (the "Series B Notes") and 11% Series D Senior Subordinated Notes due 2006 (the "Series D Notes"). The Acquisition, the Amended Credit Agreement and the Tender Offers are hereinafter collectively referred to as the "Concurrent Transactions." References in this Agreement to subsidiaries of the Company shall be deemed to include Remington and each of its subsidiaries. The Company understands that the Initial Purchasers propose to make an offering of the Securities on the terms and in the manner set forth herein and in the Offering Memorandum (as defined below) and agrees that the Initial Purchasers may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the "Subsequent Purchasers") at any time after the date of this Agreement. The Securities are to be offered and sold to or through the Initial Purchasers without being registered with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933 (as amended, the "Securities Act," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), in reliance upon exemptions therefrom. The terms of the Securities and the Indenture will require that investors that acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from the registration requirements of the Securities Act is available (including the exemptions afforded by Rule 144A under the Securities Act ("Rule 144A") or Regulation S under the Securities Act ("Regulation S") thereunder). The Company has prepared and delivered to each Initial Purchaser copies of a Preliminary Offering Memorandum, dated September 12, 2003 (the "Preliminary Offering Memorandum"), and has prepared and will deliver to each Initial Purchaser, copies of the Offering Memorandum, dated September 26, 2003 describing the terms of the Securities, each for use by such Initial Purchaser in connection with its solicitation of offers to purchase the Securities. As used herein, the "Offering Memorandum" shall mean, with respect to any date or time referred to in this Agreement, the Company's Offering Memorandum, dated September 26, 2003, including amendments or supplements thereto and any exhibits thereto, and the Incorporated Documents (as defined by Section 1 below) in the most recent form that has been prepared and delivered by the Company to the Initial Purchasers in connection with their solicitation of offers to purchase Securities. Further, any reference to the Preliminary Offering Memorandum or the Offering Memorandum shall be deemed to refer to and include any Additional Issuer Information (as defined in Section 3) furnished by the Company prior to the completion of the distribution of the Securities. All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Offering Memorandum (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which are incorporated by reference in the Offering Memorandum; and all references in this Agreement to amendments or supplements to the Offering Memorandum shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934 (as amended, the "Exchange Act," which term, as used 2 herein, includes the rules and regulations of the Commission promulgated thereunder) which is incorporated or deemed to be incorporated by reference in the Offering Memorandum. Each of the Company and the Guarantors hereby confirms its agreements with the Initial Purchasers as follows: SECTION 1. Representations and Warranties. Each of the Company and the Guarantors, jointly and severally, hereby represents, warrants and covenants, to each Initial Purchaser as follows: (a) No Registration Required. Assuming the accuracy of the representations and warranties of the Initial Purchasers set forth in Section 2 hereof and compliance by the Initial Purchasers with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act," which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder). (b) No Integration of Offerings or General Solicitation. The Company and the Guarantors have not, directly or indirectly, solicited any offer to buy or offered to sell, and will not, directly or indirectly, solicit any offer to buy or offer to sell, in the United States or to any United States citizen or resident, any security which is or would be integrated with the sale of the Securities in a manner that would require the Securities to be registered under the Securities Act. None of the Company, the Guarantors, its respective affiliates (as such term is defined in Rule 501 under the Securities Act (each, an "Affiliate"), or any person acting on its or any of their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation or warranty) has engaged or will engage, in connection with the offering of the Securities, in any form of general solicitation or general advertising within the meaning of Rule 502 under the Securities Act. With respect to those Securities sold in reliance upon Regulation S: (i) none of the Company, the Guarantors, its Affiliates, or any person acting on its or their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation or warranty) has engaged or will engage in any directed selling efforts within the meaning of Regulation S; and (ii) each of the Company, the Guarantors, and its Affiliates and any person acting on its or behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors makes no representation or warranty) has complied and will comply with the offering restrictions set forth in Regulation S. (c) Eligibility for Resale under Rule 144A. The Securities are eligible for resale pursuant to Rule 144A and will not be, at the Closing Date, of the same class as securities listed on a national securities exchange registered under Section 6 of the Exchange Act or quoted in a U.S. automated interdealer quotation system. (d) The Offering Memorandum. The Offering Memorandum as of the date hereof does not, and at the Closing Date will not, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that this representation, warranty and agreement shall not apply to any statements in or omissions from the Offering Memorandum made in reliance upon and in conformity with information furnished to the Company in writing by any Initial Purchaser through Banc of America Securities LLC expressly for use in the Offering Memorandum. Each of the 3 Preliminary Offering Memorandum and the Offering Memorandum, as of its date, contains all the information specified in, and meets the requirements of, Rule 144A. Neither the Company nor any Guarantor has distributed or will distribute, prior to the later of the Closing Date and the completion of the Initial Purchasers' distribution of the Securities, any offering material in connection with the offering and sale of the Securities other than the Preliminary Offering Memorandum or the Offering Memorandum. (e) Incorporated Documents. The Offering Memorandum as delivered from time to time shall incorporate by reference the most recent Annual Report of each of the Company and Remington on Form 10-K filed with the Commission and each Quarterly Report of each of the Company and Remington on Form 10-Q, and each Current Report of each of the Company and Remington on Form 8-K, filed with the Commission since the filing of the end of the fiscal year to which such Annual Report relates, except Remington's Quarterly Report on Form 10-Q for the quarter ended March 31, 2003 and the Company's Current Report on Form 8-K/A filed as of December 16, 2002. The documents incorporated or deemed to be incorporated by reference in the Offering Memorandum at the time they were or hereafter are filed with the Commission (collectively, the "Incorporated Documents") complied, or by subsequent amendment complied, and will comply in all material respects with the requirements of the Exchange Act. (f) The Purchase Agreement. This Agreement has been duly authorized, executed and delivered by each of the Company and the Guarantors. (g) The Registration Rights Agreement. At the Closing Date, the Registration Rights Agreement will be duly authorized, executed and delivered by, and will be a valid and binding agreement of, each of the Company and the Guarantors, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (regardless of whether enforceability is considered in a proceeding at law or in equity) and except as rights to indemnification under the Registration Rights Agreement may be limited by applicable law. Pursuant to the Registration Rights Agreement, the Company will agree to file with the Commission, under the circumstances set forth therein, (i) a registration statement under the Securities Act relating to another series of debt securities of the Company with terms substantially identical to the Notes (the "Exchange Notes") to be offered in exchange for the Notes (the "Exchange Offer"); and (ii) to the extent required by the Registration Rights Agreement, a shelf registration statement pursuant to Rule 415 of the Securities Act relating to the resale by certain holders of the Notes, and in each case, to use its commercially reasonable efforts to cause such registration statements to be declared effective. (h) The DTC Agreement. On the Closing Date, the DTC Agreement will be duly authorized, executed and delivered by, and will be a valid and binding agreement of, the Company, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (regardless of whether enforceability is considered in a proceeding at law or in equity). (i) Authorization of the Securities and the Exchange Securities. The Notes to be purchased by the Initial Purchasers from the Company are in the form contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by the 4 Company and, when authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding agreements of the Company, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (regardless of whether enforceability is considered in a proceeding at law or in equity) and will be entitled to the benefits of the Indenture. The Exchange Notes have been duly and validly authorized for issuance by the Company, and when issued and authenticated in accordance with the terms of the Indenture, the Registration Rights Agreement and the Exchange Offer, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting enforcement of the rights and remedies of creditors or by general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity) and will be entitled to the benefits of the Indenture. The Guarantees of the Notes and the Exchange Notes are in the respective forms contemplated by the Indenture, have been duly authorized for issuance and sale pursuant to this Agreement and the Indenture and, at the Closing Date, will have been duly executed by each of the Guarantors and, when the Notes have been authenticated in the manner provided for in the Indenture and delivered against payment of the purchase price therefor, will constitute valid and binding agreements of the Guarantors, enforceable in accordance with their terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (regardless of whether enforceability is considered in a proceeding at law or in equity) and will be entitled to the benefits of the Indenture. (j) Authorization of the Indenture. The Indenture has been duly authorized by each of the Company and the Guarantors, and at the Closing Date will have been duly executed and delivered by each of the Company and the Guarantors, and when executed and delivered by the Trustee, will constitute a valid and binding agreement of each of the Company and the Guarantors, enforceable against each of the Company and the Guarantors in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (regardless of whether enforceability is considered in a proceeding at law or in equity). (k) Description of the Securities, Exchange Securities and the Indenture. On the Closing Date, the Securities and the Indenture will conform in all material respects to the respective statements relating thereto contained in the Offering Memorandum. (l) No Material Adverse Change. Except as otherwise disclosed in the Offering Memorandum, subsequent to the respective dates as of which information is given in the Offering Memorandum: (i) there has been no material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise, or in the earnings, business or operations, whether or not arising from transactions in the ordinary course of business, of the Company and its subsidiaries, considered as one entity (any such change is called a "Material Adverse Change"); (ii) the Company and its subsidiaries, considered as one entity, have not incurred any material liability or obligation, indirect, direct or contingent, not in the ordinary course of business nor entered into any material transaction or agreement not in the ordinary course of business; and (iii) there has been no dividend or distribution of any kind declared, paid 5 or made by the Company or, except for dividends paid to the Company or other subsidiaries, any of its subsidiaries on any class of capital stock or repurchase or redemption by the Company or any of its subsidiaries of any class of capital stock. (m) Independent Accountants. KPMG LLP and Deloitte & Touche LLP, who have each expressed their opinion with respect to the financial statements (which term as used in this Agreement includes the related notes thereto) and supporting schedules filed with the Commission included in the Offering Memorandum, are independent public or certified public accountants within the meaning of Regulation S-X under the Securities Act. (n) Preparation of the Financial Statements. The financial statements, together with the related schedules and notes of (i) the Company and its subsidiaries, (ii) the Consumer Battery Group of Varta AG and (iii) Remington and its subsidiaries, in each case included or incorporated by reference in the Offering Memorandum present fairly the consolidated financial position of (i) the Company and its subsidiaries (ii) the Consumer Battery Group of Varta AG and (iii) Remington and its subsidiaries, respectively, as of and at the dates indicated and the results of their operations and cash flows for the periods specified. The financial statements of (i) the Company and its subsidiaries and (ii) Remington and its subsidiaries have been prepared in conformity with generally accepted accounting principles as applied in the United States, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The financial statements of the Consumer Battery Group of Varta AG have been prepared in conformity with generally accepted accounting principles as applied in Germany, applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto, and reconciled to generally accepted accounting principles applied in the United States in accordance with Item 17 of Form 20-F under the Exchange Act. The financial data set forth in the Offering Memorandum under the captions "Summary--Summary Financial Data--Rayovac," "Summary--Summary Financial Data--Remington," "Selected Historical Financial Data--Rayovac" and "Selected Historical Financial Data--Remington" fairly present the information set forth therein on a basis consistent with that of the audited financial statements contained in the Offering Memorandum. The pro forma condensed financial statements of the Company and its subsidiaries and the related notes thereto included under the caption "Summary--Summary Unaudited Pro Forma Condensed Consolidated Financial Data," "Unaudited Pro Forma Condensed Consolidated Financial Data" and elsewhere in the Offering Memorandum present fairly the information contained therein, have been prepared in accordance with the Commission's rules and guidelines with respect to pro forma financial statements and have been properly presented on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. (o) Incorporation and Good Standing of the Company and its Subsidiaries. Each of the Company and its subsidiaries has been duly incorporated or otherwise formed and is validly existing as a corporation, limited liability company, partnership or other legal entity in good standing under the laws of the jurisdiction of its incorporation or formation and has power and authority to own, lease and operate its properties and to conduct its business as described in the Offering Memorandum. Each of the Company and each subsidiary is duly qualified to transact business and is in good standing in each jurisdiction in which such qualification is required, whether by reason of the ownership or leasing of property or the conduct of business, except for such jurisdictions where the failure to so qualify or to be in good standing would not, individually or in the aggregate, 6 result in a Material Adverse Change. All of the issued and outstanding capital stock of each subsidiary has been duly authorized and validly issued, is fully paid and nonassessable and (except for any directors' qualifying shares and except for Varta AG) is owned or will be owned as of the Closing Date by the Company, directly or through subsidiaries, free and clear of any security interest, mortgage, pledge, lien, encumbrance or claim. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries listed in Schedule B hereto. (p) Capitalization and Other Capital Stock Matters. All of the outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable and have been issued in compliance with federal and state securities laws. None of the outstanding shares of the Company's Common Stock were issued in violation of any preemptive rights, rights of first refusal or other similar rights to subscribe for or purchase securities of the Company. There are no authorized or outstanding options, warrants, preemptive rights, rights of first refusal or other rights to purchase, or equity or debt securities convertible into or exchangeable or exercisable for, any capital stock of the Company or any of its subsidiaries other than those accurately described in the Offering Memorandum. (q) Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required. Neither the Company nor any of its subsidiaries (i) is in violation of its charter, by-laws or similar organizational documents or (ii) is in default (or, with the giving of notice or lapse of time, would be in default) ("Default") under any indenture, mortgage, loan or credit agreement, note, contract, franchise, lease or other instrument to which the Company or any of its subsidiaries is a party or by which it or any of them may be bound, or to which any of the property or assets of the Company or any of its subsidiaries is subject (each, an "Existing Instrument"), except for such Defaults as would not, individually or in the aggregate, result in a Material Adverse Change. The Company's and the Guarantors' execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement and the Indenture, and the issuance and delivery of the Securities or the Exchange Securities, and the consummation of the transactions contemplated hereby and thereby (i) will not result in any violation of the provisions of the charter or by-laws of the Company or any subsidiary, (ii) will not conflict with or constitute a breach of, or Default or a Debt Repayment Triggering Event (as defined below) under, or result in the creation or imposition of any lien, charge or encumbrance upon any property or assets of the Company or any of its subsidiaries pursuant to, or require the consent of any other party to, any Existing Instrument, except for such conflicts, breaches, Defaults, liens, charges or encumbrances as would not, individually or in the aggregate, result in a Material Adverse Change and (iii) will not result in any violation of any law, administrative regulation or administrative or court decree applicable to the Company or any subsidiary. No consent, approval, authorization or other order of, or registration or filing with, any court or other governmental or regulatory authority or agency, is required for the Company's and the Guarantors' execution, delivery and performance of this Agreement, the Registration Rights Agreement, the DTC Agreement, the Indenture, or the issuance and delivery of the Securities or the Exchange Securities, or consummation of the transactions contemplated hereby and thereby, except such as have been obtained or made by the Company or the Guarantors and are in full force and effect under the Securities Act, applicable state securities or blue sky laws and except such as may be required by federal and state securities laws with respect to the Company's and the Guarantors' obligations under the Registration Rights Agreement. As used herein, a "Debt Repayment Triggering Event" means any event or condition which gives, or with the giving of notice 7 or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder's behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of its subsidiaries. (r) No Material Actions or Proceedings. Except as set forth or contemplated in the Offering Memorandum, there are no legal or governmental actions, suits or proceedings pending or, to each of the Company's and the Guarantors' knowledge: (i) threatened against or affecting the Company or any of its subsidiaries; or (ii) which have as the subject thereof any property owned or leased by, the Company or any of its subsidiaries, where in any such case there is a reasonable possibility that such action, suit or proceeding will be determined adversely to the Company or such subsidiary and any such action, suit or proceeding, if so determined adversely, would reasonably be expected to result in a Material Adverse Change or adversely affect the consummation of the transactions contemplated by this Agreement. No material labor dispute with the employees of the Company or any of its subsidiaries or to each of the Company's and the Guarantor's knowledge, with the employees of any principal supplier of the Company or any of its subsidiaries, exists or, to each of the Company's and the Guarantors' knowledge, is threatened or imminent. (s) Intellectual Property Rights. Except as otherwise disclosed in the Offering Memorandum, the Company and its subsidiaries own or possess sufficient trademarks, trade names, patent rights, copyrights, licenses, approvals, trade secrets and other similar rights (collectively, "Intellectual Property Rights") reasonably necessary to conduct their businesses as now conducted; and the expected expiration of any of such Intellectual Property Rights is not reasonably expected to result in a Material Adverse Change. Neither the Company nor any of its subsidiaries has received any notice of infringement or conflict with asserted Intellectual Property Rights of others, which infringement or conflict, if the subject of an unfavorable decision, would result in a Material Adverse Change. (t) All Necessary Permits, etc. The Company and each subsidiary possess such valid and current certificates, authorizations or permits issued by the appropriate state, federal or foreign regulatory agencies or bodies necessary to conduct their respective businesses, and neither the Company nor any subsidiary has received any written notice of proceedings relating to the revocation or modification of, or non-compliance with, any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Change. (u) Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in paragraph (m) above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary. (v) Tax Law Compliance. The Company and its subsidiaries have filed all necessary federal, state and foreign income and franchise tax returns or have properly requested 8 extensions thereof, and have paid all taxes required to be paid by any of them and, if due and payable, any related or similar assessment, fine or penalty levied against any of them except as may be being contested in good faith and by appropriate proceedings, except where the failure to file such tax returns or pay such taxes, assessments, fines and penalties individually or in the aggregate would not reasonably be expected to result in a Material Adverse Change. The Company has made adequate charges, accruals and reserves in the applicable financial statements referred to in paragraph (n) above in respect of all federal, state and foreign income and franchise taxes for all periods as to which the tax liability of the Company or any of its subsidiaries has not been finally determined. (w) Company Not an "Investment Company". The Company has been advised of the rules and requirements under the Investment Company Act of 1940, as amended (the "Investment Company Act"). The Company is not, and after receipt of payment for the Securities and consummation of the Concurrent Transactions will not be, an "investment company" within the meaning of Investment Company Act. (x) Insurance. Each of the Company and its subsidiaries are insured by recognized, financially sound institutions with policies in such amounts and with such deductibles and covering such risks as are generally deemed reasonably adequate for their businesses. The Company has no reason to believe that it or any subsidiary will not be able (i) to renew its existing insurance coverage as and when such policies expire or (ii) to obtain comparable coverage from similar institutions as may be necessary or appropriate to conduct its business as now conducted and at a cost that would not result in a Material Adverse Change. Neither of the Company nor any subsidiary has been denied any insurance coverage which it has sought or for which it has applied. (y) No Price Stabilization or Manipulation. Each of the Company and the Guarantors has not taken and will not take, directly or indirectly, any action designed to or that might be reasonably expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Securities. (z) Solvency. Each of the Company and the Guarantors is, and immediately after the Closing Date will be, Solvent. As used herein, the term "Solvent" means, with respect to each of the Company and the Guarantors on a particular date, that on such date: (i) the fair market value of its assets is greater than the total amount of its liabilities (including contingent liabilities); (ii) the present fair salable value of its assets is greater than the amount that will be required to pay the probable liabilities on its debts as they become absolute and matured; (iii) it is able to realize upon its assets and pay its debts and other liabilities, including contingent obligations, as they mature; and (iv) it does not have unreasonably small capital. (bb) No Unlawful Contributions or Other Payments. Neither the Company nor any of its subsidiaries nor, to the best of the Company's or any Guarantor's knowledge, any employee, director or agent of the Company or any subsidiary, has made any contribution or other payment to any official of, or candidate for, any federal, state or foreign office in violation of any law or of the character necessary to be disclosed in the Offering Memorandum in order to make the statements therein not misleading. (cc) Company's Accounting System. Each of the Company and, to the Company's knowledge, Remington maintains a system of accounting controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as 9 necessary to permit preparation of financial statements in conformity with generally accepted accounting principles as applied in the United States and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (dd) Compliance with Environmental Laws. Except as disclosed in the Offering Memorandum or as would not, individually or in the aggregate, result in a Material Adverse Change: (i) neither the Company nor any of its subsidiaries is in violation of any federal, state, local or foreign law or regulation relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata) or wildlife, including without limitation, laws and regulations relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, wastes, toxic substances, hazardous substances, petroleum and petroleum products (collectively, "Materials of Environmental Concern"), or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Materials of Environmental Concern (collectively, "Environmental Laws"), which violation includes, but is not limited to, noncompliance with any permits or other governmental authorizations required for the operation of the business of the Company or its subsidiaries under applicable Environmental Laws, or noncompliance with the terms and conditions thereof, nor has the Company or any of its subsidiaries received any written communication, whether from a governmental authority, citizens group, employee or otherwise, that alleges that the Company or any of its subsidiaries is in violation of any Environmental Law; (ii) there is no claim, action or cause of action filed with a court or governmental authority, no investigation with respect to which the Company or any of its subsidiaries has received written notice, and no written notice by any person or entity alleging potential liability for investigatory costs, cleanup costs, governmental responses costs, natural resources damages, property damages, personal injuries, attorneys' fees or penalties arising out of, based on or resulting from the presence, or release into the environment, of any Material of Environmental Concern at any location owned, leased or operated by the Company or any of its subsidiaries, now or in the past (collectively, "Environmental Claims"), pending or, to each of the Company's and the Guarantors' knowledge, threatened against the Company or any of its subsidiaries or any person or entity whose liability for any Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law; and (iii) to each of the Company's and the Guarantors' knowledge, there are no past or present actions, activities, circumstances, conditions, events or incidents, including, without limitation, the release, emission, discharge, presence or disposal of any Material of Environmental Concern, that would reasonably be expected to result in a violation of any Environmental Law or form the basis of a potential Environmental Claim against the Company or any of its subsidiaries or against any person or entity whose liability for any Environmental Claim the Company or any of its subsidiaries has retained or assumed either contractually or by operation of law. (ee) Periodic Review of Costs of Environmental Compliance. In the ordinary course of its business, the Company conducts a periodic review of the effect of Environmental Laws on the business, operations and properties of the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, 10 any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review and the amount of its established reserves, the Company has reasonably concluded that such associated costs and liabilities would not, individually or in the aggregate, result in a Material Adverse Change. (ff) ERISA Compliance. The Company and its subsidiaries and any "employee benefit plan" (as defined under the Employee Retirement Income Security Act of 1974, as amended, and the regulations and published interpretations thereunder (collectively, "ERISA")) established or maintained by the Company, its subsidiaries or their "ERISA Affiliates" (as defined below) are in compliance in all material respects with ERISA. "ERISA Affiliate" means, with respect to the Company or a subsidiary, any member of any group of organizations described in Sections 414, or of the Internal Revenue Code of 1986, as amended, and the regulations and published interpretations thereunder (the "Code") of which the Company or such subsidiary is a member. No "reportable event" (as defined under ERISA) has occurred or is reasonably expected to occur with respect to any "employee benefit plan" established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates. No "employee benefit plan" established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates, if such "employee benefit plan" were terminated, would have any "amount of unfunded benefit liabilities" (as defined under ERISA), except for the Rayovac Madison Hourly Retirement Plan No. 23, the Rayovac Madison Hourly Retirement Plan No. 24, the Rayovac Portage Hourly Retirement Plan No. 28 and the Rayovac Corporation Fennimore Hourly Retirement Plan No. 34., which together have aggregate unfunded benefit liabilities not in excess of $2,500,000. Neither the Company, its subsidiaries nor any of their ERISA Affiliates has incurred or reasonably expects to incur any material liability under (i) Title IV of ERISA with respect to termination of, or withdrawal from, any "employee benefit plan"; or (ii) Sections 412, 4971, 4975 or 4980B of the Code. Each "employee benefit plan" established or maintained by the Company, its subsidiaries or any of their ERISA Affiliates that is intended to be qualified under Section 401 of the Code has received a determination letter from the Internal Revenue Service stating that it is so qualified, and nothing has occurred, whether by action or failure to act, which would cause the loss of such qualification. (gg) No Default in Senior Indebtedness. No event of default exists under any contract, indenture, mortgage, loan agreement, note, lease or other agreement or instrument constituting Senior Indebtedness (as defined in the Indenture). (hh) Amended Credit Agreement. The Amended Credit Agreement has been duly and validly authorized by the Company and Varta Geratebatterie GmbH ("Varta"), and when duly executed and delivered by each of the Company and Varta, will be the valid and legally binding obligation of each of the Company and Varta, enforceable in accordance with its terms, except as the enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting the rights and remedies of creditors or by general equitable principles (regardless of whether enforceability is considered in a proceeding at law or in equity). (ii) Regulation S. The Company and its Affiliates, the Guarantors and their respective affiliates and all persons acting on their behalf (other than the Initial Purchasers, as to whom the Company and the Guarantors make no representation) have complied with and will comply with the offering restrictions requirements of Regulation S in connection with the offering of the Securities outside the United States and, in connection therewith, the Offering Memorandum will contain the disclosure required by Rule 902 under the Securities Act. The Securities sold in reliance on Regulation S will be represented upon 11 issuance by a temporary global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred to in Rule 903 of the Securities Act and only upon certification of beneficial ownership of such Securities by non-U.S. persons or U.S. persons who purchased such Securities in transactions that were exempt from the registration requirements of the Securities Act. Any certificate signed by an officer of the Company or any Guarantor and delivered to the Initial Purchasers or to counsel for the Initial Purchasers shall be deemed to be a representation and warranty by each of the Company or the Guarantors to each Initial Purchaser as to the matters set forth therein. SECTION 2. Purchase, Sale and Delivery of the Securities. (a) The Securities. The Company agrees to issue and sell to the several Initial Purchasers, severally and not jointly, all of the Securities upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Initial Purchasers agree, severally and not jointly, to purchase from the Company the aggregate principal amount of Securities set forth opposite their names on Schedule A, at a purchase price of 97.5% of the principal amount thereof payable on the Closing Date. The Company's obligation set forth in the first sentence of this paragraph is subject to the completion of the Acquisition pursuant to the Purchase Agreement by and among Rayovac Corporation, Remington Products Company, L.L.C., Vestar Equity Partners, L.P., Investors/RP, L.L.C. and RPI Corp., dated as of August 21, 2003. (b) The Closing Date. Delivery of certificates for the Securities in definitive form to be purchased by the Initial Purchasers and payment therefor shall be made at the offices of Shearman & Sterling LLP, 599 Lexington Avenue, New York, New York, 10022-6069 (or such other place as may be agreed to by the Company and the Initial Purchasers) at 9:00 a.m. New York City time, on September 30, 2003 or such other time and date as the Initial Purchasers shall designate by notice to the Company (the time and date of such closing are called the "Closing Date"). The Company hereby acknowledges that circumstances under which the Initial Purchasers may provide notice to postpone the Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Initial Purchasers to recirculate to investors copies of an amended or supplemented Offering Memorandum or a delay as contemplated by the provisions of Section 16 hereof. (c) Delivery of the Securities. The Company shall deliver, or cause to be delivered, to Banc of America Securities LLC for the accounts of the several Initial Purchasers certificates for the Securities at the Closing Date against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Securities shall be in such denominations and registered in the name of Cede & Co., as nominee of the Depository, pursuant to the DTC Agreement, and shall be made available for inspection on the business day preceding the Closing Date at a location in New York City, as the Initial Purchasers may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Initial Purchasers. (d) Delivery of Offering Memorandum to the Initial Purchasers. Not later than 12:00 p.m. on the second business day following the date of this Agreement, the Company shall deliver or cause to be delivered copies of the Offering Memorandum in such quantities and at such places as the Initial Purchasers shall reasonably request. 12 (e) Initial Purchasers as Qualified Institutional Buyers. Each Initial Purchaser severally and not jointly represents and warrants to, and agrees with, the Company that it is a "qualified institutional buyer" within the meaning of Rule 144A (a "Qualified Institutional Buyer") and an "accredited investor" within the meaning of Rule 501 under the Securities Act (an "Accredited Investor"). SECTION 3. Additional Covenants. Each of the Company and the Guarantors, jointly and severally, further covenants and agrees with each Initial Purchaser as follows: (a) Initial Purchasers' Review of Proposed Amendments and Supplements. Prior to amending or supplementing the Offering Memorandum (including any amendment or supplement through incorporation by reference of any report filed under the Exchange Act), the Company shall furnish to the Initial Purchasers for review a copy of each such proposed amendment or supplement, and the Company shall not use any such proposed amendment or supplement to which the Initial Purchasers reasonably object. (b) Amendments and Supplements to the Offering Memorandum and Other Securities Act Matters. If, prior to the completion of the placement of the Securities by the Initial Purchasers with the Subsequent Purchasers, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Offering Memorandum in order to make the statements therein, in the light of the circumstances when the Offering Memorandum is delivered to a purchaser, not misleading, or if in the opinion of the Initial Purchasers or counsel for the Initial Purchasers it is otherwise necessary to amend or supplement the Offering Memorandum to comply with law, the Company agrees to promptly prepare (subject to Section 3 hereof), and furnish at its own expense to the Initial Purchasers, amendments or supplements to the Offering Memorandum so that the statements in the Offering Memorandum as so amended or supplemented will not, in the light of the circumstances when the Offering Memorandum is delivered to a purchaser, be misleading or so that the Offering Memorandum, as amended or supplemented, will comply with law. Following the consummation of the Exchange Offer or the effectiveness of an applicable shelf registration statement and for so long as the Securities are outstanding if, in the reasonable judgment of the Initial Purchasers, the Initial Purchasers or any of their affiliates (as such term is defined in the rules and regulations under the Securities Act) are required to deliver a prospectus in connection with sales of, or market-making activities with respect to, such securities, to periodically amend the applicable registration statement so that the information contained therein complies with the requirements of Section 10 of the Securities Act, to amend the applicable registration statement or supplement the related prospectus or the documents incorporated therein when necessary to reflect any material changes in the information provided therein so that the registration statement and the prospectus will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing as of the date the prospectus is so delivered, not misleading and to provide the Initial Purchasers with copies of each amendment or supplement filed and such other documents as the Initial Purchasers may reasonably request. Each of the Company and the Guarantors hereby expressly acknowledges that the indemnification and contribution provisions of Sections 8 and 9 hereof are specifically applicable and relate to each offering memorandum, registration statement, prospectus, amendment or supplement referred to in this Section 3. 13 (c) Copies of the Offering Memorandum. The Company agrees to furnish the Initial Purchasers, without charge, as many copies of the Offering Memorandum and any amendments and supplements thereto as they shall have reasonably requested. (d) Blue Sky Compliance. Each of the Company and the Guarantors shall cooperate with the Initial Purchasers and counsel for the Initial Purchasers to qualify or register the Securities for sale under (or obtain exemptions from the application of) the Blue Sky or state securities laws of those jurisdictions designated by the Initial Purchasers, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Securities. The Company and the Guarantors shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation. The Company will advise the Initial Purchasers promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its commercially reasonable efforts to obtain the withdrawal thereof at the earliest possible moment. (e) Use of Proceeds. The Company shall apply the net proceeds from the sale of the Securities sold by it in the manner described under the caption "Use of Proceeds" in the Offering Memorandum. (f) The Depositary. The Company will cooperate with the Initial Purchasers and use its commercially reasonable efforts to permit the Securities to be eligible for clearance and settlement through the facilities of the Depositary. (g) Additional Issuer Information. Prior to the completion of the placement of the Securities by the Initial Purchasers with the Subsequent Purchasers, the Company shall file, on a timely basis, with the Commission and the New York Stock Exchange all reports and documents required to be filed under Section 13 or 15 of the Exchange Act. Additionally, at any time when the Company is not subject to Section 13 or 15 of the Exchange Act, for the benefit of holders and beneficial owners from time to time of Securities, the Company shall furnish, at its expense, upon request, to holders and beneficial owners of Securities and prospective purchasers of Securities information ("Additional Issuer Information") satisfying the requirements of subsection (d) of Rule 144A. (h) Agreement Not to Offer or Sell Additional Securities. During the period of 90 days following the date of the Offering Memorandum, the Company will not, without the prior written consent of Banc of America Securities LLC (which consent may be withheld at the sole discretion of Banc of America Securities LLC), directly or indirectly, sell, offer, contract or grant any option to sell, pledge, transfer or establish an open "put equivalent position" within the meaning of Rule 16a 1 under the Exchange Act, or otherwise dispose of or transfer, or announce the offering of, or file any registration statement under the Securities Act in respect of, any debt securities of the Company or securities exchangeable for or convertible into debt securities of the Company (other than as contemplated by this Agreement and to register the Exchange Securities). (i) Future Reports to the Initial Purchasers. For so long as any Securities or Exchange Securities remain outstanding, the Company will furnish to Banc of America Securities 14 LLC: (i) as soon as practicable after the end of each fiscal year, copies of the Annual Report of the Company containing the balance sheet of the Company as of the close of such fiscal year and statements of income, stockholders' equity and cash flows for the year then ended and the opinion thereon of the Company's independent public or certified public accountants; (ii) as soon as practicable after the filing thereof, copies of each proxy statement, Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other report filed by the Company with the Commission, the National Association of Securities Dealers, Inc. ("NASD") or any securities exchange; and (iii) as soon as available, copies of any report or communication of the Company mailed generally to holders of its capital stock or debt securities (including the holders of the Securities). (j) No Integration. The Company agrees that it will not and will cause its Affiliates not to make any offer or sale of securities of the Company of any class if, as a result of the doctrine of "integration" referred to in Rule 502 under the Securities Act, such offer or sale would render invalid (for the purpose of (i) the sale of the Securities by the Company to the Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers to Subsequent Purchasers or (iii) the resale of the Securities by such Subsequent Purchasers to others) the exemption from the registration requirements of the Securities Act provided by Section 4 thereof or by Rule 144A or by Regulation S thereunder or otherwise. (k) Legended Securities. Each certificate for a Note will bear the legend contained in "Transfer Restrictions" in the Offering Memorandum for the time period and upon the other terms stated in the Offering Memorandum. (l) PORTAL. The Company will use its commercially reasonable efforts to cause the Notes to be eligible for the National Association of Securities Dealers, Inc. PORTALTM market (the "PORTAL market"). Banc of America Securities LLC, on behalf of the several Initial Purchasers, may, in its sole discretion, waive in writing the performance by the Company or any Guarantor of any one or more of the foregoing covenants or extend the time for their performance. SECTION 4. Payment of Expenses. Each of the Company and the Guarantors, jointly and severally, agrees to pay all costs, fees and expenses incurred in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including without limitation, (i) all expenses incident to the issuance and delivery of the Securities (including all printing and engraving costs), (ii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities to the Initial Purchasers, (iii) all fees and expenses of the Company's and the Guarantors' counsel, independent public or certified public accountants and other advisors, (iv) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of each Preliminary Offering Memorandum and the Offering Memorandum (including financial statements and exhibits), and all amendments and supplements thereto, this Agreement, the Registration Rights Agreement, the Indenture, the DTC Agreement, and the Notes and the Guarantees, (v) all filing fees, attorneys' fees and expenses incurred by the Company, the Guarantors or the Initial Purchasers in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the Blue Sky laws and, if requested by the Initial Purchasers, preparing and printing a "Blue Sky Survey" or memorandum, and any supplements thereto, advising the Initial Purchasers of such qualifications, registrations and exemptions, (vi) the fees and expenses of the Trustee, including the fees and disbursements of counsel for the Trustee in connection with the Indenture, the 15 Securities and the Exchange Securities, (vii) any fees payable in connection with the rating of the Securities or the Exchange Securities with the ratings agencies and the listing of the Securities with the PORTAL market, (viii) any filing fees incident to, and any reasonable fees and disbursements of counsel to the Initial Purchasers in connection with the review by the NASD, if any, of the terms of the sale of the Securities or the Exchange Securities, (ix) all fees and expenses (including reasonable fees and expenses of counsel) of the Company and the Guarantors in connection with approval of the Securities by DTC for "book-entry" transfer, and (x) the performance by the Company and the Guarantors of their respective other obligations under this Agreement. Except as provided in this Section 4, Section 6, Section 8 and Section 9 hereof, the Initial Purchasers shall pay their own expenses, including the fees and disbursements of their counsel. SECTION 5. Conditions of the Obligations of the Initial Purchasers. The obligations of the several Initial Purchasers to purchase and pay for the Securities as provided herein on the Closing Date shall be subject to the accuracy of the representations and warranties on the part of each of the Company and the Guarantors set forth in Section 1 hereof as of the date hereof and as of the Closing Date as though then made and to the timely performance by each of the Company and the Guarantors of its covenants and other obligations hereunder, and to each of the following additional conditions: (a) Accountants' Comfort Letter. On the date hereof, the Initial Purchasers shall have received from (i) KPMG LLP, independent public or certified public accountants for the Company and (ii) Deloitte & Touche LLP, independent public or certified public accountants for Remington, a letter dated the date hereof addressed to the Initial Purchasers, in form and substance satisfactory to the Initial Purchasers, containing statements and information of the type ordinarily included in accountant's "comfort letters" to Initial Purchasers, delivered according to Statement of Auditing Standards Nos. 72, 76 and 100 (or any successor bulletins), with respect to the audited and unaudited financial statements and certain financial information contained in the Offering Memorandum. (b) No Material Adverse Change or Ratings Agency Change. For the period from and after the date of this Agreement and prior to the Closing Date: (i) in the judgment of the Initial Purchasers there shall not have occurred any Material Adverse Change; and (ii) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any securities of the Company or any of its subsidiaries by any "nationally recognized statistical rating organization" as such term is defined for purposes of Rule 436 under the Securities Act. (c) Opinion of Counsel for the Company and the Guarantors. On the Closing Date the Initial Purchasers shall have received the opinion of Skadden, Arps, Slate, Meagher & Flom LLP or James T. Lucke, counsel for the Company and the Guarantors, dated as of the Closing Date, the forms of which are attached as Exhibits A-1, A-2 and A-3. (d) Opinion of Counsel for the Initial Purchasers. On the Closing Date the Initial Purchasers shall have received the favorable opinion of Shearman & Sterling LLP, counsel for the Initial Purchasers, dated as of such Closing Date, with respect to such matters as may be reasonably requested by the Initial Purchasers. 16 (e) Officers' Certificate. On the Closing Date the Initial Purchasers shall have received a written certificate executed by the Chairman of the Board, Chief Executive Officer or President and the Chief Financial Officer or Chief Accounting Officer of each of the Company and the Guarantors, dated as of the Closing Date, to the effect set forth in subsection (b)(ii) of this Section 5, and further to the effect that: (i) for the period from and after the date of this Agreement and prior to the Closing Date there has not occurred any Material Adverse Change; (ii) the representations, warranties and covenants of the Company and the Guarantors set forth in Section 1 of this Agreement are true and correct with the same force and effect as though expressly made on and as of the Closing Date; and (iii) the Company and the Guarantors have each complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the Closing Date. (f) Bring-down Comfort Letter. On the Closing Date, the Initial Purchasers shall have received from each of KPMG LLP, KPMG Deutsche Treuhand--Gesellschaft and Deloitte & Touche LLP, a letter dated such date, in form and substance satisfactory to the Initial Purchasers, to the effect that they reaffirm the statements made in the letter furnished by them pursuant to subsection (a) of this Section 5, except that the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior to the Closing Date. (g) PORTAL Listing. At the Closing Date, the Notes shall have been designated for trading on the PORTAL market. (h) Registration Rights Agreement. The Company and each of the Guarantors shall have entered into the Registration Rights Agreement and the Initial Purchasers shall have received executed counterparts thereof. (i) Concurrent Transactions. The Concurrent Transactions shall have been consummated on terms and conditions acceptable to the Initial Purchasers. (j) Notice of Redemption. At the Closing Date, Remington and Remington Capital Corp. shall have mailed or caused to be mailed, by first class mail, their irrevocable notice of redemption to (i) each Holder of Series B Notes in accordance with the provisions of Article III of the Indenture dated May 26, 1996, among Remington, Remington Capital Corp. and The Bank of New York, as Trustee, and shall state that the redemption date for the Series B Notes, which redemption date shall be 30 days from the date such notice is mailed; and (ii) each Holder of Series D Notes and in accordance with the provisions of Article III of the Indenture dated April 18, 2001, among Remington, Remington Capital Corp. and The Bank of New York, as Trustee, and shall state that the redemption date for the Series D Notes, which redemption date shall be 30 days from the date such notice is mailed. (k) Notice of Termination. At the Closing Date, Remington shall have delivered to the lenders under its Credit and Guarantee Agreement dated as of August 21, 2001, as amended (the "Remington Credit Agreement"), among Remington Products Company, L.L.C., Remington Consumer Products Limited, Remington Products Gmbh, Remington Consumer Products (Ireland) Limited, Remington Products (Canada) Inc., Fleet 17 Securities, Inc., Congress Financial Corporation (New England) and Fleet Capital Corporation, its irrevocable notice of termination of the Remington Credit Agreement. (l) Additional Documents. On or before the Closing Date, the Initial Purchasers and counsel for the Initial Purchasers shall have received such information, documents and opinions as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained. If any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Initial Purchasers by notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 4, Section 6, Section 8 and Section 9 shall at all times be effective and shall survive such termination. SECTION 6. Reimbursement of Initial Purchasers' Expenses. If this Agreement is terminated by the Initial Purchasers pursuant to Section 5 hereof, or if the sale to the Initial Purchasers of the Securities on the Closing Date is not consummated because of any refusal, inability or failure on the part of the Company or any Guarantor to perform any agreement herein or to comply with any provision hereof, each of the Company and the Guarantors, jointly and severally, agrees to reimburse the Initial Purchasers (or such Initial Purchasers as have terminated this Agreement with respect to themselves), severally, upon demand for all out-of-pocket expenses that shall have been reasonably incurred by the Initial Purchasers in connection with the proposed purchase and the offering and sale of the Securities, including but not limited to reasonable fees and disbursements of counsel, printing expenses, travel expenses, postage, facsimile and telephone charges. SECTION 7. Offer, Sale and Resale Procedures. Each of the Initial Purchasers, on the one hand, and the Company and each of the Guarantors, on the other hand, hereby establish and agree to observe the following procedures in connection with the offer and sale of the Securities: (A) Offers and sales of the Securities will be made only by the Initial Purchasers or Affiliates thereof qualified to do so in the jurisdictions in which such offers or sales are made. Each such offer or sale shall only be made to (i) persons whom the offeror or seller reasonably believes to be qualified institutional buyers (as defined in Rule 144A under the Securities Act), or (ii) non-U.S. persons outside the United States to whom the offeror or seller reasonably believes offers and sales of the Securities may be made in reliance upon Regulation S under the Securities Act, upon the terms and conditions set forth in Annex I hereto, which Annex I is hereby expressly made a part hereof. (B) The Securities will be offered by approaching prospective Subsequent Purchasers on an individual basis. No general solicitation or general advertising (within the meaning of Rule 502 under the Securities Act) will be used in the United States in connection with the offering of the Securities. (C) Upon original issuance by the Company, and until such time as the same is no longer required under the applicable requirements of the Securities Act, the Securities (and all securities issued in exchange therefor or in substitution thereof, other than the Exchange Securities) shall bear the following legend: "THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 18 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") , TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40 DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE." Following the sale of the Securities by the Initial Purchasers to Subsequent Purchasers pursuant to the terms hereof, the Initial Purchasers shall not be liable or responsible to the Company for any losses, damages or liabilities suffered or incurred by the Company, including any losses, damages or liabilities under the Securities Act, arising from or relating to any resale or transfer of any Security. SECTION 8. Indemnification. (a) Indemnification of the Initial Purchasers. Each of the Company and the Guarantors, jointly and severally, agrees to indemnify and hold harmless each Initial Purchaser, its directors, officers and employees, and each person, if any, who controls any Initial 19 Purchaser within the meaning of the Securities Act and the Exchange Act against any loss, claim, damage, liability or expense, as incurred, to which such Initial Purchaser or such controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of the Company), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; and to reimburse each Initial Purchaser and each such controlling person for any and all expenses (including the fees and disbursements of counsel chosen by Banc of America Securities LLC) to which such Initial Purchaser or controlling person is entitled under this Section 8 and subject to the limitations set forth in this Section 8, as such expenses are reasonably incurred by such Initial Purchaser or such controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that the foregoing indemnity agreement shall not apply to any loss, claim, damage, liability or expense to the extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to the Company by the Initial Purchasers expressly for use in any Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto). The indemnity agreement set forth in this Section 8 shall be in addition to any liabilities that the Company and the Guarantors may otherwise have. (b) Indemnification of the Company, the Guarantors, their Directors and Officers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantors and each of their directors, officers and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, the Guarantors or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Initial Purchaser), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon any untrue or alleged untrue statement of a material fact contained in any Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto), in reliance upon and in conformity with written information furnished to the Company and the Guarantors by the Initial Purchasers expressly for use therein; and to reimburse the Company, the Guarantors or any such director, officer or controlling person for any legal and other expenses to which the Company, a Guarantor or such controlling person is entitled under this Section 8 and subject to the limitations set forth in this Section 8, reasonably incurred by the Company, the Guarantors or any such director, officer or controlling person in 20 connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Guarantors hereby acknowledges that the only information that the Initial Purchasers have furnished to the Company and the Guarantors expressly for use in any Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or supplement thereto) are the statements set forth as in the sixth and ninth paragraphs under the caption "Plan of Distribution" in the Offering Memorandum; and the Initial Purchasers confirm that such statements are correct. The indemnity agreement set forth in this Section 8 shall be in addition to any liabilities that each Initial Purchaser may otherwise have. (c) Notifications and Other Indemnification Procedures. Promptly after receipt by an indemnified party under this Section 8 of notice of the commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party under this Section 8, notify the indemnifying party in writing of the commencement thereof, but the omission so to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party for contribution or otherwise than under the indemnity agreement contained in this Section 8 or to the extent it is not prejudiced as a proximate result of such failure. In case any such action is brought against any indemnified party and such indemnified party seeks or intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to participate in and, to the extent that it shall elect, jointly with all other indemnifying parties similarly notified, by written notice delivered to the indemnified party promptly after receiving the aforesaid notice from such indemnified party, to assume the defense thereof with counsel reasonably satisfactory to such indemnified party; provided, however, if the defendants in any such action include both the indemnified party and the indemnifying party and the indemnified party shall have reasonably concluded that a conflict may arise between the positions of the indemnifying party and the indemnified party in conducting the defense of any such action or that there may be legal defenses available to it and/or other indemnified parties which are different from or additional to those available to the indemnifying party, the indemnified party or parties shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. Upon receipt of notice from the indemnifying party to such indemnified party of such indemnifying party's election so to assume the defense of such action and approval by the indemnified party of counsel, the indemnifying party will not be liable to such indemnified party under this Section 8 for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the next preceding sentence (it being understood, however, that the indemnifying party shall not be liable for the expenses of more than one separate counsel (together with local counsel), approved by the indemnifying party (Banc of America Securities LLC in the case of Section 8 and Section 9 hereof), representing the indemnified parties who are parties to such action) or (ii) the indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after notice of commencement of the action, in each of which cases the fees and expenses of counsel shall be at the expense of the indemnifying party. (d) Settlements. The indemnifying party under this Section 8 shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any 21 time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by Section 8 hereof, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 45 days after receipt by such indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is or could have been a party and indemnity was or could have been sought hereunder by such indemnified party, unless such settlement, compromise or consent (i) includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such action, suit or proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of the indemnified party. SECTION 9. Contribution. If the indemnification provided for in Section 8 hereof is for any reason held to be unavailable to or otherwise insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses referred to therein, then (i) each indemnifying party shall contribute to the aggregate amount paid or payable by such indemnified party, as incurred, as a result of any losses, claims, damages, liabilities or expenses referred to therein in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, from the offering of the Securities pursuant to this Agreement; or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, in connection with the statements or omissions or inaccuracies in the representations and warranties herein which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, in connection with the offering of the Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net proceeds from the offering of the Securities pursuant to this Agreement (before deducting expenses) received by the Company and the Guarantors, and the total discount received by the Initial Purchasers bear to the aggregate initial offering price of the Securities. The relative fault of the Company and the Guarantors, on the one hand, and the Initial Purchasers, on the other hand, shall be determined by reference to, among other things, whether any such untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact or any such inaccurate or alleged inaccurate representation or warranty relates to information supplied by the Company and the Guarantors, on the one hand, or the Initial Purchasers, on the other hand, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in Section 8 hereof, any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The provisions set forth in Section 8 hereof with respect to notice of commencement of any action shall apply if a claim for contribution is to be made under this Section 9; provided, however, that no additional notice shall be required with respect to any action for which notice has been given under Section 8 hereof for purposes of indemnification. 22 The Company, the Guarantors and the Initial Purchasers agree that it would not be just and equitable if contribution pursuant to this Section 9 were determined by pro rata allocation (even if the Initial Purchasers were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in this Section 9. Notwithstanding the provisions of this Section 9, no Initial Purchaser shall be required to contribute any amount in excess of the discount received by such Initial Purchaser in connection with the Securities distributed by it. No person guilty of fraudulent misrepresentation (within the meaning of Section 11 of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Initial Purchasers' obligations to contribute pursuant to this Section 9 are several, and not joint, in proportion to their respective commitments as set forth opposite their names in Schedule A. For purposes of this Section 9, each director, officer and employee of an Initial Purchaser and each person, if any, who controls an Initial Purchaser within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as such Initial Purchaser, and each director of the Company and each person, if any, who controls the Company within the meaning of the Securities Act and the Exchange Act shall have the same rights to contribution as the Company. SECTION 10. Termination of this Agreement. Prior to the Closing Date, this Agreement may be terminated by the Initial Purchasers by notice given to the Company if at any time: (i) trading or quotation in any of the Company's securities shall have been suspended or limited by the commission or by the New York Stock Exchange, or trading in securities generally on either the Nasdaq Stock Market or the New York Stock Exchange shall have been suspended or limited, or minimum or maximum prices shall have been generally established on any of such stock exchanges by the Commission or the NASD; (ii) a general banking moratorium shall have been declared by any federal or New York authorities; (iii) there shall have occurred any outbreak or escalation of national or international hostilities or any crisis or calamity, or any change in the United States or international financial markets, or any substantial change or development involving a prospective substantial change in United States' or international political, financial or economic conditions, as in the judgment of the Initial Purchasers is material and adverse and makes it impracticable to market the Securities in the manner and on the terms described in the Offering Memorandum or to enforce contracts for the sale of securities; (iv) in the judgment of the Initial Purchasers there shall have occurred any Material Adverse Change; or (v) the Company shall have sustained a material loss by strike, fire, flood, earthquake, accident or other calamity of such character as in the judgment of the Initial Purchasers may interfere materially with the conduct of the business and operations of the Company regardless of whether or not such loss shall have been insured. Any termination pursuant to this Section 10 shall be without liability on the part of (i) the Company or the Guarantors to any Initial Purchaser, except that the Company and the Guarantors shall be obligated to reimburse the expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (ii) any Initial Purchaser to the Company or any Guarantor, or (iii) any party hereto to any other party except that the provisions of Section 8 and Section 9 hereof shall at all times be effective and shall survive such termination. SECTION 11. Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the Company and the Guarantors, of their respective officers and of the several Initial Purchasers set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of any Initial Purchaser or the Company, the Guarantors or any of its or their partners, officers or directors or any controlling person, as the case may be, and will survive delivery of and payment for the Securities sold hereunder and any termination of this Agreement. 23 SECTION 12. Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered or telecopied and confirmed to the parties hereto as follows: If to the Initial Purchasers: Banc of America Securities LLC 9 West 57th Street, 6th Floor New York, NY 10019 Facsimile: (212) 847-6441 Attention: High Yield Capital Markets with a copy to: Shearman & Sterling LLP 599 Lexington Avenue New York, New York 10022-6069 Facsimile: (212) 848-7179 Attention: Rohan Weerasinghe If to the Company or the Guarantors: Rayovac Corporation 601 Rayovac Drive Madison, Wisconsin 53711 Facsimile: (608) 278-6666 Attention: General Counsel with a copy to: Skadden, Arps, Slate, Meagher & Flom LLP One Beacon Street Boston, Massachusetts 02108 Facsimile: (617) 573-4822 Attention: Margaret A. Brown Any party hereto may change the address for receipt of communications by giving written notice to the others. SECTION 13. Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, including any substitute Initial Purchasers pursuant to Section 16 hereof, and to the benefit of the employees, officers and directors and controlling persons referred to in Section 8 and Section 9, and in each case their respective successors, and no other person will have any right or obligation hereunder. The term "successors" shall not include any purchaser of the Securities as such from any of the Initial Purchasers merely by reason of such purchase. SECTION 14. Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this 24 Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. SECTION 15. Governing Law Provisions. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE. Any legal suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated hereby ("Related Proceedings") may be instituted in the federal courts of the United States of America located in the City and County of New York or the courts of the State of New York in each case located in the City and County of New York (collectively, the "Specified Courts"), and each party irrevocably submits to the non-exclusive jurisdiction (except for proceedings instituted in regard to the enforcement of a judgment of any such court (a "Related Judgment"), as to which such jurisdiction is non-exclusive) of such courts in any such suit, action or proceeding. Service of any process, summons, notice or document by mail to such party's address set forth above shall be effective service of process for any suit, action or other proceeding brought in any such court. The parties irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the Specified Courts and irrevocably and unconditionally waive and agree not to plead or claim in any such court that any such suit, action or other proceeding brought in any such court has been brought in an inconvenient forum. SECTION 16. Default of One or More of the Several Initial Purchasers. If any one or more of the several Initial Purchasers shall fail or refuse to purchase Securities that it or they have agreed to purchase hereunder on the Closing Date, and the aggregate number of Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase does not exceed 10% of the aggregate number of the Securities to be purchased on such date, the other Initial Purchasers shall be obligated, severally, in the proportions that the number of Securities set forth opposite their respective names on Schedule A bears to the aggregate number of Securities set forth opposite the names of all such non-defaulting Initial Purchasers, or in such other proportions as may be specified by the Initial Purchasers with the consent of the non-defaulting Initial Purchasers, to purchase the Securities which such defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase on such date. If any one or more of the Initial Purchasers shall fail or refuse to purchase Securities and the aggregate number of Securities with respect to which such default occurs exceeds 10% of the aggregate number of Securities to be purchased on the Closing Date, and arrangements satisfactory to the Initial Purchasers and the Company for the purchase of such Securities are not made within 48 hours after such default, this Agreement shall terminate without liability of any party to any other party except that the provisions of Section 4, Section 6, Section 8 and Section 9 shall at all times be effective and shall survive such termination. In any such case either the Initial Purchasers or the Company shall have the right to postpone the Closing Date, as the case may be, but in no event for longer than seven days in order that the required changes, if any, to the Offering Memorandum or any other documents or arrangements may be effected. As used in this Agreement, the term "Initial Purchaser" shall be deemed to include any person substituted for a defaulting Initial Purchaser under this Section 16. Any action taken under this Section 16 shall not relieve any defaulting Initial Purchaser from liability in respect of any default of such Initial Purchaser under this Agreement. SECTION 17. General Provisions. This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This 25 Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. The Table of Contents and the section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, RAYOVAC CORPORATION By: /s/ James T. Lucke --------------------------------- Name: James T. Lucke Title: Vice President, Secretary and General Counsel ROV HOLDING, INC. By: /s/ James T. Lucke --------------------------------- Name: James T. Lucke Title: Secretary ROVCAL INC. By: /s/ James T. Lucke --------------------------------- Name: James T. Lucke Title: Secretary 26 The foregoing Purchase Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first above written. BANC OF AMERICA SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. ABN AMRO INCORPORATED By: Banc of America Securities LLC By: /s/ James G. Rose -------------------------------- Name: James G. Rose Title: Managing Director 27 SCHEDULE A INITIAL PURCHASERS

Aggregate Principal Amount of Securities to be Initial Purchasers Purchased Banc of America Securities LLC .............. $306,250,000 Citigroup Capital Markets Inc................ 35,000,000 ABN AMRO Incorporated........................ 8,750,000 Total............................... $350,000,000 ============

Sch-A-1 SCHEDULE C

SUBSIDIARY JURISDICTION OF INCORPORATION - ---------- -----------------------------

Sch-C-1 ANNEX I RESALE PURSUANT TO REGULATION S OR RULE 144A. Each Initial Purchaser understands that: Such Initial Purchaser agrees that (i) it has not offered or sold and will not offer or sell the Securities in the United States or to, or for the benefit or account of, a U.S. Person (other than a distributor), in each case, as defined in Rule 902 under the Securities Act as part of its distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering of the Securities pursuant hereto and the Closing Date, other than in accordance with Regulation S of the Securities Act or another exemption from the registration requirements of the Securities Act. Such Initial Purchaser agrees that, during such 40-day restricted period, it will not cause any advertisement with respect to the Securities (including any "tombstone" advertisement) to be published in any newspaper or periodical or posted in any public place and will not issue any circular relating to the Securities, except such advertisements as permitted by and include the statements required by Regulation S. With respect to offers and sales outside the United States to persons who are not U.S. persons, each of the Initial Purchasers hereby further represents and agrees with the Company that: (i) the Securities offered and sold by it pursuant hereto in reliance on Regulation S have been and will be offered and sold only in offshore transactions; (ii) the sale of the Securities offered and sold by it pursuant hereto in reliance on Regulation S is not part of a plan or scheme to evade the registration provisions of the Securities Act; and (iii) it understands that the Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Rule 144A or Regulation S under the Securities Act or pursuant to another exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Terms used in this Annex I and not otherwise defined in this Agreement have the meanings given to them by Regulation S. Such Initial Purchaser agrees that, at or prior to confirmation of a sale of Securities by it to any distributor, dealer or person receiving a selling concession, fee or other remuneration during the 40-day restricted period referred to in Rule 903 under the Securities Act, it will send to such distributor, dealer or person receiving a selling concession, fee or other remuneration a confirmation or notice to substantially the following effect: "The Securities covered hereby have not been registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and may not be offered and sold within the United States or to, or for the account or benefit of, U.S. persons as part of your distribution at any time or (ii) otherwise until 40 days after the later of the commencement of the Offering and the Closing Date, except in either case in accordance with Regulation S under the Securities Act (or Rule 144A or to Accredited Institutions in transactions that are exempt ANNEX-1 from the registration requirements of the Securities Act), and in connection with any subsequent sale by you of the Notes covered hereby in reliance on Regulation S during the period referred to above to any distributor, dealer or person receiving a selling concession, fee or other remuneration, you must deliver a notice to substantially the foregoing effect. Terms used above have the meanings assigned to them in Regulation S." Such Initial Purchaser agrees that the Securities offered and sold in reliance on Regulation S will be represented upon issuance by a global security that may not be exchanged for definitive securities until the expiration of the 40-day restricted period referred to in Rule 903 of the Securities Act and only upon certification of beneficial ownership of such Securities by non-U.S. persons or U.S. persons who purchased such Securities in transactions that were exempt from the registration requirements of the Securities Act. ANNEX-2 EX-2.2 4 g85268exv2w2.txt EX-2.2 AMENDMENT NO. 1 TO PURCHASE AGREEMENT EXHIBIT 2.2 AMENDMENT NO. 1 TO THE PURCHASE AGREEMENT This AMENDMENT NO. 1 TO THE PURCHASE AGREEMENT (this "Amendment") is dated as of September 29, 2003. WHEREAS Remington Products Company, L.L.C., a Delaware limited liability company (the "Company"), Vestar Equity Partners, L.P., a Delaware limited partnership, Investors/RP, L.L.C., a Delaware limited liability company, RPI Corp., a Delaware corporation, Vestar Shaver Corp., a Delaware corporation, Vestar Razor Corp., a Delaware corporation, and Rayovac Corporation, a Wisconsin corporation, are parties to that certain Purchase Agreement, dated as of August 21, 2003 (the "Purchase Agreement") pursuant to which ROV has agreed to purchase, directly or indirectly, 100% of the outstanding membership interests of the Company. NOW, THEREFORE, in consideration of the mutual agreements contained herein, the parties hereto agree as follows: 1. Amendments to the Purchase Agreement. Pursuant to Section 9.4 of the Purchase Agreement, the Purchase Agreement is hereby amended as follows: (a) the word "instrument" in Section 9.1 is hereby deleted and replaced with the word "certificate." 2. Miscellaneous. (a) This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original and all of which, when taken together, shall constitute one and the same instrument. (b) This Amendment shall be governed by and construed in accordance with the internal laws of the State of New York, without reference to the choice of law or conflicts of law principles thereof. (c) Except as amended hereby, the Purchase Agreement shall remain in full force and effect. ******** IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date and year first above written. REMINGTON PRODUCTS COMPANY, L.L.C. By: /s/ Alexander R. Castaldi ---------------------------- Name: Title: VESTAR EQUITY PARTNERS, L.P. By: /s/ Arthur J. Nagle --------------------------- Name: Title: RPI CORP. By: /s/ Victor K. Kiam III --------------------------- Name: Victor K. Kiam III Title: President INVESTORS/RP, L.L.C. By: /s/ Arthur J. Nagle ----------------------------- Name: Title: RAYOVAC CORPORATION By: /s/ Randall J. Steward ---------------------------- Name: Title: VESTAR SHAVER CORP. By: /s/ Brian P. Schwartz --------------------------- Name: Brian P. Schwartz Title: Treasurer VESTAR RAZOR CORP. By: /s/ Brian P. Schwartz --------------------------- Name: Brian P. Schwartz Title: Treasurer (SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE PURCHASE AGREEMENT) EX-4.1 5 g85268exv4w1.txt EX-4.1 REGISTRATION RIGHTS AGREEMENT EXHIBIT 4.1 REGISTRATION RIGHTS AGREEMENT by and among RAYOVAC CORPORATION and THE GUARANTORS LISTED ON SCHEDULE A HERETO and BANC OF AMERICA SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. ABN AMRO INCORPORATED Dated as of September 30, 2003 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this "Agreement") is made and entered into as of September 30, 2003, by and among Rayovac Corporation, a Wisconsin corporation (the "Company"), and the guarantors listed on Schedule A hereto (the "Guarantors"), and Banc of America Securities LLC, Citigroup Capital Markets Inc. and ABN AMRO Incorporated (each an "Initial Purchaser" and, collectively, the "Initial Purchasers"), each of whom has agreed to purchase the Company's 8 1/2% Senior Subordinated Notes due 2013 (the "Initial Notes") pursuant to the Purchase Agreement (as defined below). This Agreement is made pursuant to the Purchase Agreement, dated as of September 26, 2003 (the "Purchase Agreement"), by and among the Company, the Guarantors and the Initial Purchasers (i) for the benefit of each Initial Purchaser and (ii) for the benefit of the holders from time to time of the Notes (including each Initial Purchaser). In order to induce the Initial Purchasers to purchase the Initial Notes, the Company has agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 5(h) of the Purchase Agreement. The parties hereby agree as follows: SECTION 1. Definitions. As used in this Agreement, the following capitalized terms shall have the following meanings: Business Day: Any day except a Saturday, Sunday or other day that in the City of New York, or in the city of the corporate trust office of the Trustee, banks are authorized to close. Broker-Dealer: Any broker or dealer registered under the Exchange Act. Closing Date: The date of this Agreement. Commission: The Securities and Exchange Commission. Consummate: A registered Exchange Offer shall be deemed "Consummated" for purposes of this Agreement upon the occurrence of (i) the filing and effectiveness under the Securities Act of the Exchange Offer Registration Statement relating to the Exchange Notes to be issued in the Exchange Offer, (ii) the maintenance of such Registration Statement continuously effective and the keeping of the Exchange Offer open for a period not less than the minimum period required pursuant to Section 3(b) hereof, and (iii) the delivery by the Company to the Registrar under the Indenture of Exchange Notes in the same aggregate principal amount as the aggregate principal amount of Initial Notes that were tendered by Holders thereof pursuant to the Exchange Offer. Effectiveness Target Date: As defined in Section 5 hereof. Exchange Act: The Securities Exchange Act of 1934, as amended. Exchange Notes: The 8 1/2% Senior Subordinated Notes due 2013, of the same series under the Indenture as the Initial Notes, to be issued to Holders in exchange for Transfer Restricted Securities pursuant to this Agreement. Exchange Offer: The registration by the Company under the Securities Act of the Exchange Notes pursuant to a Registration Statement pursuant to which the Company offers the Holders of all outstanding Transfer Restricted Securities the opportunity to exchange all such outstanding Transfer Restricted Securities held by such Holders for Exchange Notes in an aggregate principal amount equal to the aggregate principal amount of the Transfer Restricted Securities tendered in such exchange offer by such Holders. Exchange Offer Registration Statement: The Registration Statement relating to the Exchange Offer, including the related Prospectus. Exempt Resales: The transactions in which the Initial Purchasers propose to sell the Initial Notes to certain "qualified institutional buyers," as such term is defined in Rule 144A under the Securities Act, and to certain non-U.S. persons pursuant to Regulation S under the Securities Act. Holders: As defined in Section 2(b) hereof. Indemnified Holder: As defined in Section 8(a) hereof. Indenture: The Indenture, dated as of September 30, 2003, among the Company, the Guarantors and U.S. Bank, National Association, as trustee (the "Trustee"), pursuant to which the Notes are to be issued, as such Indenture is amended or supplemented from time to time in accordance with the terms thereof. Initial Notes: As defined in the preamble hereto. Initial Placement: The issuance and sale by the Company of the Initial Notes to the Initial Purchasers pursuant to the Purchase Agreement. Initial Purchaser: As defined in the preamble hereto. Interest Payment Date: As defined in the Indenture and the Notes. Liquidated Damages: As defined in Section 5 hereof. Liquidated Damages Payment Date: With respect to the Initial Notes, each Interest Payment Date. NASD: National Association of Securities Dealers, Inc. Notes: The Initial Notes and the Exchange Notes. Person: An individual, partnership, corporation, trust or unincorporated organization, or a government or agency or political subdivision thereof. Prospectus: The prospectus included in a Registration Statement, as amended or supplemented by any prospectus supplement and by all other amendments thereto, including post-effective amendments, and all material incorporated by reference into such Prospectus. Record Holder: With respect to any Damages Payment Date relating to the Notes, each Person who is a Holder of Notes on the record date with respect to the Interest Payment Date on which such Damages Payment Date shall occur. Registration Default: As defined in Section 5 hereof. Registration Statement: Any registration statement of the Company relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or (b) the registration for resale of Transfer Restricted Securities pursuant to the Shelf Registration Statement, in each case, (i) which is filed pursuant to the provisions of this Agreement and (ii) including the Prospectus 2 included therein, all amendments and supplements thereto (including post-effective amendments) and all exhibits and material incorporated by reference therein. Securities Act: The Securities Act of 1933, as amended. Shelf Filing Deadline: As defined in Section 4 hereof. Shelf Registration Statement: As defined in Section 4 hereof. Transfer Restricted Securities: Each Initial Note, until the earliest to occur of (a) the date on which such Initial Note is exchanged in the Exchange Offer and entitled to be resold to the public by the Holder thereof without complying with the prospectus delivery requirements of the Securities Act, (b) following the exchange by a broker-dealer in the Exchange Offer of a Note for an Exchange Note, the date on which such Exchange Note is sold to a purchaser who receives from such broker-dealer on or prior to the date of such sale a copy of the prospectus contained in the Exchange Offer Registration Statement; (c) the date on which such Initial Note has been effectively registered under the Securities Act and disposed of in accordance with a Shelf Registration Statement and (d) the date on which such Initial Note is distributed to the public pursuant to Rule 144 under the Securities Act. Trust Indenture Act: The Trust Indenture Act of 1939 (15 U.S.C. Section 77aaa 77bbbb) as in effect on the date of the Indenture. Underwritten Registration or Underwritten Offering: A registration in which securities of the Company are sold to an underwriter for reoffering to the public. SECTION 2. Securities Subject to this Agreement. (a) Transfer Restricted Securities. The securities subject to the benefits of this Agreement are the Transfer Restricted Securities. (b) Holders of Transfer Restricted Securities. A Person is deemed to be a holder of Transfer Restricted Securities (each, a "Holder") whenever such Person owns Transfer Restricted Securities. SECTION 3. Registered Exchange Offer. (a) Unless the Exchange Offer shall not be permissible under applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with), the Company and the Guarantors shall (i) cause the Exchange Offer Registration Statement to be filed with the Commission as soon as reasonably practicable after the Closing Date, but in no event later than 90 days after the Closing Date, (ii) use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to become effective as soon as reasonably practicable, but in no event later than 180 days, after the Closing Date, (iii) in connection with the foregoing, use their commercially reasonable efforts to file (A) all pre-effective amendments to such Registration Statement as may be necessary in order to cause such Exchange Offer Registration Statement to become effective, (B) if applicable, a post-effective amendment to such Exchange Offer Registration Statement pursuant to Rule 430A under the Securities Act and (C) cause all necessary filings in connection with the registration and qualification of the Exchange Notes to be made under the Blue Sky laws of such jurisdictions as are necessary to permit Consummation of the Exchange Offer and (iv) upon the effectiveness of such Exchange Offer Registration Statement, commence the Exchange Offer. The Exchange Offer shall be on the appropriate form permitting registration of the Exchange Notes to be 3 offered in exchange for the Transfer Restricted Securities and to permit resales of Transfer Restricted Securities held by Broker-Dealers as contemplated by Section 3(c) below. (b) The Company and the Guarantors shall use their commercially reasonable efforts to cause the Exchange Offer Registration Statement to be effective continuously and shall keep the Exchange Offer open for a period of not less than the minimum period required under applicable federal and state securities laws to Consummate the Exchange Offer; provided, however, that in no event shall such period be less than 30 days after the date notice of the Exchange Offer is mailed to the Holders. The Company and the Guarantors shall cause the Exchange Offer to comply with all applicable federal and state securities laws. No securities other than the Exchange Notes shall be included in the Exchange Offer Registration Statement. The Company and the Guarantors shall use their commercially reasonable efforts to cause the Exchange Offer to be Consummated as soon as reasonably practicable after the Exchange Offer Registration Statement has become effective, but in no event later than 30 Business Days after the Exchange Offer Registration Statement has become effective. (c) The Company and the Guarantors shall indicate in a "Plan of Distribution" section contained in the Prospectus forming a part of the Exchange Offer Registration Statement that any Broker-Dealer who holds Initial Notes that are Transfer Restricted Securities and that were acquired for its own account as a result of market-making activities or other trading activities (other than Transfer Restricted Securities acquired directly from the Company), may exchange such Initial Notes pursuant to the Exchange Offer; however, such Broker-Dealer may be deemed to be an "underwriter" within the meaning of the Securities Act and must, therefore, deliver a prospectus meeting the requirements of the Securities Act in connection with any resales of the Exchange Notes received by such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement may be satisfied by the delivery by such Broker-Dealer of the Prospectus contained in the Exchange Offer Registration Statement. Such "Plan of Distribution" section shall also contain all other information with respect to such resales by Broker-Dealers that the Commission may require in order to permit such resales pursuant thereto, but such "Plan of Distribution" shall not name any such Broker-Dealer or disclose the amount of Notes held by any such Broker-Dealer except to the extent required by the Commission as a result of a change in policy, rules or regulations after the date of this Agreement. The Company and the Guarantors shall use their commercially reasonable efforts to keep the Exchange Offer Registration Statement continuously effective, supplemented and amended as required by the provisions of Section 6(c) below to the extent necessary to ensure that it is available for resales of Notes acquired by Broker-Dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period ending on the earlier of (i) 180 days from the date on which the Exchange Offer Registration Statement is declared effective and (ii) the date on which a Broker-Dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. The Company and the Guarantors shall provide sufficient copies of the latest version of such Prospectus to Broker-Dealers promptly upon request at any time during such 180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales. 4 SECTION 4. Shelf Registration. (a) Shelf Registration. If (i) the Company and the Guarantors are not required to file an Exchange Offer Registration Statement or to consummate the Exchange Offer because the Exchange Offer is not permitted by applicable law or Commission policy (after the procedures set forth in Section 6(a) below have been complied with) or (ii) any Holder of Transfer Restricted Securities shall notify the Company in writing prior to the 20th day following the consummation of the Exchange Offer that (A) such Holder is prohibited by applicable law or Commission policy from participating in the Exchange Offer, (B) such Holder may not resell the Exchange Notes acquired by it in the Exchange Offer to the public without delivering a prospectus and that the Prospectus contained in the Exchange Offer Registration Statement is not appropriate or available for such resales by such Holder or (C) such Holder is a Broker-Dealer and holds Initial Notes acquired directly from the Company or one of its affiliates, then the Company and the Guarantors shall: (x) use their commercially reasonable efforts to cause to be filed a shelf registration statement pursuant to Rule 415 under the Securities Act, which may be an amendment to the Exchange Offer Registration Statement (in either event, the "Shelf Registration Statement"), on or prior to the earliest to occur of (1) the 60th day after the date on which the Company determines that it not required to file the Exchange Offer Registration Statement pursuant to clause (a)(i) above and (2) the 60th day after the date on which the Company receives notice from a Holder of Transfer Restricted Securities as contemplated by clause (a)(ii) above (such earliest date being the "Shelf Filing Deadline"), which Shelf Registration Statement shall provide for the resale of all Transfer Restricted Securities the Holders of which shall have provided the information required pursuant to Section 4(b) hereof; and (y) use their commercially reasonable efforts to cause such Shelf Registration Statement to be declared effective by the Commission on or before the 120th day after the Shelf Filing Deadline. The Company and the Guarantors shall use their commercially reasonable efforts to keep such Shelf Registration Statement continuously effective, supplemented and amended as required by and subject to the provisions of Sections 6(b) and (c) hereof to the extent necessary to ensure that it is available for resales of Transfer Restricted Securities by the Holders thereof entitled to the benefit of this Section 4(a), and to ensure that it conforms with the requirements of this Agreement, the Securities Act and the policies, rules and regulations of the Commission as announced from time to time, for a period of at least two years following the Closing Date (or shorter period that will terminate when all Transfer Restricted Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement). (b) Provision by Holders of Certain Information in Connection with the Shelf Registration Statement. No Holder of Transfer Restricted Securities may include any of its Transfer Restricted Securities in any Shelf Registration Statement pursuant to this Agreement unless and until such Holder furnishes to the Company in writing, within 20 Business Days after receipt of a request therefor, such information as the Company may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary Prospectus included therein. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Company all information required to be disclosed in order to 5 make the information previously furnished to the Company by such Holder not materially misleading. SECTION 5. LIQUIDATED DAMAGES. If (i) any of the Registration Statements required by this Agreement is not filed with the Commission on or prior to the date specified for such filing in this Agreement, (ii) any of such Registration Statements has not been declared effective by the Commission on or prior to the date specified for such effectiveness in this Agreement (the "Effectiveness Target Date"), (iii) the Exchange Offer has not been Consummated within 30 Business Days after the Effectiveness Target Date with respect to the Exchange Offer Registration Statement or (iv) subject to Section 6(c)(i), any Registration Statement required by this Agreement is filed and declared effective but shall thereafter cease to be effective or fail to be usable for its intended purpose without being succeeded immediately by a post-effective amendment to such Registration Statement that cures such failure and that is itself immediately declared effective (each such event referred to in clauses (i) through (iv), a "Registration Default"), the Company hereby agrees that the interest rate borne by the Transfer Restricted Securities shall be increased by 0.25% per annum during the 90-day period immediately following the occurrence of any Registration Default and shall increase by an additional 0.25% per annum at the end of each subsequent 90-day period, but in no event shall such increase exceed 1.00% per annum; provided that the Company and the Guarantors shall in no event be required to pay such additional interest for more than one Registration Default at any given time. Such additional interest to be paid pursuant to a Registration Default is herein referred to as "Liquidated Damages." Following the cure of any Registration Default relating to any particular Transfer Restricted Securities, the interest rate borne by the relevant Transfer Restricted Securities will be reduced to the original interest rate borne by such Transfer Restricted Securities; provided, however, that, if after any such reduction in interest rate, a different Registration Default exists or occurs, the interest rate borne by the relevant Transfer Restricted Securities shall again be increased pursuant to the foregoing provisions unless and until the different Registration Default has been cured. All Liquidated Damages accrued pursuant to this Section 5 shall be paid to the Holders entitled thereto, in the manner provided for the payment of interest in the Indenture, on each Interest Payment Date, as more fully set forth in the Indenture and the Notes. All obligations of the Company and the Guarantors set forth in the preceding paragraph that are outstanding with respect to any Transfer Restricted Security at the time such security ceases to be a Transfer Restricted Security shall survive until such time as all such obligations with respect to such Note shall have been satisfied in full. SECTION 6. Registration Procedures. (a) Exchange Offer Registration Statement. In connection with the Exchange Offer, the Company and the Guarantors shall comply with all of the provisions of Section 6(c) below, shall use their commercially reasonable efforts to effect such exchange to permit the sale of Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and shall comply with all of the following provisions: (i) If in the reasonable opinion of counsel to the Company there is a serious question as to whether the Exchange Offer is permitted by applicable law, the Company and the Guarantors hereby agree to use their commercially reasonable efforts to seek a no-action letter or other favorable decision from the Commission allowing the Company 6 and the Guarantors to Consummate an Exchange Offer for such Initial Notes. The Company and the Guarantors hereby agree to use their commercially reasonable efforts to pursue the issuance of such a decision to the Commission staff level, but shall not be required to take commercially unreasonable action to effect a change of Commission policy or otherwise obtain such no-action letter or other favorable decision. The Company and the Guarantors hereby agree, however, to (A) participate in telephonic conferences with the Commission, (B) deliver to the Commission staff an analysis prepared by counsel to the Company and the Guarantors setting forth the legal bases, if any, upon which such counsel has concluded that such an Exchange Offer should be permitted and (C) diligently pursue a resolution (which need not be favorable) by the Commission staff of such submission. (ii) As a condition to its participation in the Exchange Offer pursuant to the terms of this Agreement, each Holder of Transfer Restricted Securities shall furnish, upon the request of the Company, prior to the Consummation thereof, a written representation to the Company and the Guarantors (which may be contained in the letter of transmittal contemplated by the Exchange Offer Registration Statement) to the effect that (A) it is not an affiliate of the Company or the Guarantors, (B) it is not engaged in, and does not intend to engage in, and has no arrangement or understanding with any Person to participate in, a distribution of the Exchange Notes to be issued in the Exchange Offer and (C) it is acquiring the Exchange Notes in its ordinary course of business. In addition, all such Holders of Transfer Restricted Securities shall otherwise cooperate in the Company's preparations for the Exchange Offer. Each Holder hereby acknowledges and agrees that any Broker-Dealer and any such Holder using the Exchange Offer to participate in a distribution of the securities to be acquired in the Exchange Offer (1) could not under Commission policy as in effect on the date of this Agreement rely on the position of the Commission enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and Exxon Capital Holdings Corporation (available May 13, 1988), as interpreted in the Commission's letter to Shearman & Sterling dated July 2, 1993, and similar no-action letters (which may include any no-action letter obtained pursuant to clause (i) above), and (2) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a secondary resale transaction and that such a secondary resale transaction must be covered by an effective registration statement containing the selling security holder information required by Item 507 or 508, as applicable, of Regulation S-K if the resales are of Exchange Notes obtained by such Holder in exchange for Initial Notes acquired by such Holder directly from the Company. (b) Shelf Registration Statement. In connection with the Shelf Registration Statement, the Company and the Guarantors shall comply with all the provisions of Section 6(c) below and shall use their commercially reasonable efforts to effect such registration to permit the sale of the Transfer Restricted Securities being sold in accordance with the intended method or methods of distribution thereof, and pursuant thereto the Company and the Guarantors will as soon as reasonably practicable prepare and file with the Commission a Registration Statement relating to the registration on any appropriate form under the Securities Act, which form shall be available for the sale of the Transfer Restricted Securities in accordance with the intended method or methods of distribution thereof. 7 (c) General Provisions. In connection with any Registration Statement and any Prospectus required by this Agreement to permit the sale or resale of Transfer Restricted Securities (including, without limitation, any Registration Statement and the related Prospectus required to permit resales of Transfer Restricted Securities by Broker-Dealers), the Company and the Guarantors shall: (i) use their commercially reasonable efforts to keep such Registration Statement continuously effective and provide all requisite financial statements (including, if required by the Securities Act or any regulation thereunder, financial statements of the Guarantors) for the period specified in Section 3 or 4 of this Agreement, as applicable; upon the occurrence of any event that would cause any such Registration Statement or the Prospectus contained therein (A) to contain a material misstatement or omission or (B) not to be effective and usable for resale of Transfer Restricted Securities during the period required by this Agreement, the Company and the Guarantors shall file promptly an appropriate amendment to such Registration Statement, in the case of clause (A), correcting any such misstatement or omission, and, in the case of either clause (A) or (B), use their commercially reasonable efforts to cause such amendment to be declared effective as soon as practicable thereafter. Notwithstanding the foregoing, if the Board of Directors of the Company determines in good faith that it is in the best interests of the Company and the Guarantors not to disclose the existence of or facts surrounding any proposed or pending material corporate transaction or other material development involving the Company or the Guarantors, the Company and the Guarantors may allow any Shelf Registration Statement to fail to be effective or the Prospectus contained therein to be unusable as a result of such nondisclosure for up to 90 days in any year during the two-year period of effectiveness required by Section 4 hereof; (ii) use their commercially reasonable efforts to prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement as may be necessary to keep the Registration Statement effective for the applicable period set forth in Section 3 or 4 hereof, as applicable, or such shorter period as will terminate when all Transfer Restricted Securities covered by such Registration Statement have been sold; cause the Prospectus to be supplemented by any required Prospectus supplement, and as so supplemented to be filed pursuant to Rule 424 under the Securities Act, and to comply fully with the applicable provisions of Rules 424 and 430A under the Securities Act in a timely manner; and comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of distribution by the sellers thereof set forth in such Registration Statement or supplement to the Prospectus; (iii) advise the underwriter(s), if any, and selling Holders promptly and, if requested by such Persons, to confirm such advice in writing, (A) when the Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to any Registration Statement or any post-effective amendment thereto, when the same has become effective, (B) of any request by the Commission for amendments to the Registration Statement or amendments or supplements to the Prospectus or for additional information relating thereto, (C) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement under the Securities Act or of 8 the suspension by any state securities commission of the qualification of the Transfer Restricted Securities for offering or sale in any jurisdiction, or the initiation of any proceeding for any of the preceding purposes or (D) of the existence of any fact or the happening of any event that makes any statement of a material fact made in the Registration Statement, the Prospectus, any amendment or supplement thereto, or any document incorporated by reference therein untrue, or that requires the making of any additions to or changes in the Registration Statement or the Prospectus in order to make the statements therein not misleading. If at any time the Commission shall issue any stop order suspending the effectiveness of the Registration Statement, or any state securities commission or other regulatory authority shall issue an order suspending the qualification or exemption from qualification of the Transfer Restricted Securities under state securities or Blue Sky laws, the Company and the Guarantors shall use their commercially reasonable efforts to obtain the withdrawal or lifting of such order at the earliest possible time; (iv) furnish without charge to each of the Initial Purchasers, each selling Holder named in any Registration Statement, and each of the underwriter(s), if any, before filing with the Commission, copies of any Registration Statement or any Prospectus included therein or any amendments or supplements to any such Registration Statement or Prospectus (including all documents incorporated by reference after the initial filing of such Registration Statement), which documents will be subject to the review of such Holders and underwriter(s) in connection with such sale, if any, for a period of at least five Business Days, and the Company and any Guarantors will not file any such Registration Statement or Prospectus or any amendment or supplement to any such Registration Statement or Prospectus (including all such documents incorporated by reference) to which an Initial Purchaser of Transfer Restricted Securities covered by such Registration Statement or the underwriter(s), if any, shall reasonably object in writing within five Business Days after the receipt thereof (such objection to be deemed timely made upon confirmation of telecopy transmission within such period). The objection of an Initial Purchaser or underwriter, if any, shall be deemed to be reasonable if such Registration Statement, amendment, Prospectus or supplement, as applicable, as proposed to be filed, contains a material misstatement or omission; (v) promptly prior to the filing of any document that is to be incorporated by reference into a Registration Statement or Prospectus, provide copies of such document to the Initial Purchasers, each selling Holder named in any Registration Statement, and to the underwriter(s), if any, make the Company's representatives available and representatives of the Guarantors available for discussion of such document and other customary due diligence matters, and include such information in such document prior to the filing thereof as such selling Holders or underwriter(s), if any, reasonably may request; (vi) make available at reasonable business hours in the offices where such records are normally maintained for inspection by the Initial Purchasers, any managing underwriter participating in any disposition pursuant to such Registration Statement and any attorney or accountant retained by such Initial Purchasers or any of the underwriter(s), all relevant financial and other records, pertinent corporate documents and documents relating to relevant properties of the Company and the Guarantors subject to 9 appropriate confidentiality agreements and cause the Company's and the Guarantors' officers, directors and employees to supply all information that is (a) reasonably requested by any such Holder, underwriter, attorney or accountant in connection with such Registration Statement subsequent to the filing thereof and prior to its effectiveness and (b) customarily furnished in transactions of the type contemplated by such Registration Statement; (vii) if requested by any selling Holders or the underwriter(s), if any, promptly incorporate in any Registration Statement or Prospectus, pursuant to a supplement or post-effective amendment if necessary, such information as such selling Holders and underwriter(s), if any, may reasonably request to have included therein, including, without limitation, information relating to the "Plan of Distribution" of the Transfer Restricted Securities, information with respect to the principal amount of Transfer Restricted Securities being sold to such underwriter(s), the purchase price being paid therefor and any other terms of the offering of the Transfer Restricted Securities to be sold in such offering; and make all required filings of such Prospectus supplement or post-effective amendment as soon as reasonably practicable after the Company is notified of the matters to be incorporated in such Prospectus supplement or post-effective amendment; (viii) furnish to each selling Holder and each of the underwriter(s), if any, without charge, at least one copy of the Registration Statement, as first filed with the Commission, and of each amendment thereto, including financial statements and schedules, all documents incorporated by reference therein and all exhibits (including exhibits incorporated therein by reference); (ix) deliver to each selling Holder and each of the underwriter(s), if any, without charge, as many copies of the Prospectus (including each preliminary prospectus) and any amendment or supplement thereto as such Persons reasonably may request; the Company and the Guarantors hereby consent to the use (in accordance with law) of the Prospectus and any amendment or supplement thereto by each of the selling Holders and each of the underwriter(s), if any, in connection with the offering and the sale of the Transfer Restricted Securities covered by the Prospectus or any amendment or supplement thereto; (x) enter into, and cause the Guarantors to enter into, such agreements (including an underwriting agreement containing customary terms), and make, and cause the Guarantors to make, such representations and warranties, and take all such other actions in connection therewith in order to expedite or facilitate the disposition of the Transfer Restricted Securities pursuant to any Registration Statement contemplated by this Agreement, all to such extent as may be reasonably requested by any Initial Purchaser or by any Holder of Transfer Restricted Securities or underwriter in connection with any sale or resale pursuant to any Registration Statement contemplated by this Agreement; and the Company and the Guarantors shall: (A) furnish (or in the case of paragraph (2) and (3), use their commercially reasonable efforts to cause to be furnished) to each Initial Purchaser, each selling Holder and each underwriter, if any, in such substance and scope as are customarily made by issuers to underwriters in primary underwritten 10 offerings, upon the date of the Consummation of the Exchange Offer and, if applicable, the effectiveness of the Shelf Registration Statement: (1) a certificate, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, signed by (y) the President or any Vice President and (z) a principal financial or accounting officer of each of the Company and the Guarantors, confirming, as of the date thereof, the matters, to the extent applicable, set forth in paragraphs (i), (ii) and (iii) of Section 5 (e) of the Purchase Agreement; (2) an opinion, dated the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, of counsel for the Company and the Guarantors, covering the matters set forth in paragraph (c) of Section 5 of the Purchase Agreement and in any event including a statement to the effect that such counsel has participated in conferences with officers and other representatives of the Company and the Guarantors, representatives of the independent public accountants for the Company and the Guarantors, the Initial Purchasers' representatives and the Initial Purchasers' counsel in connection with the preparation of such Registration Statement and the related Prospectus and have considered the matters required to be stated therein and the statements contained therein, although such counsel has not independently verified the accuracy, completeness or fairness of such statements; and that such counsel advises that, on the basis of the foregoing (relying as to materiality to the extent such counsel deems appropriate upon the statements of officers and other representatives of the Company and the Guarantors and without independent check or verification), no facts came to such counsel's attention that caused such counsel to believe that the applicable Registration Statement, at the time such Registration Statement or any post-effective amendment thereto became effective, and, in the case of the Exchange Offer Registration Statement, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading, or that the Prospectus contained in such Registration Statement as of its date and, in the case of the opinion dated the date of Consummation of the Exchange Offer, as of the date of Consummation, contained an untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Without limiting the foregoing, such counsel may state further that such counsel assumes no responsibility for, and has not independently verified, the accuracy, completeness or fairness of the financial statements, notes and schedules and other financial data included in any Registration Statement contemplated by this Agreement or the related Prospectus; and 11 (3) a customary comfort letter, dated as of the date of Consummation of the Exchange Offer or the date of effectiveness of the Shelf Registration Statement, as the case may be, from (i) the Company's independent accountants and (ii) the independent accountants of any other Person for which financial statements are included in or incorporated by reference into any Registration Statement contemplated by this Agreement or the related Prospectus, in the customary form and covering matters of the type customarily covered in comfort letters to underwriters in connection with primary underwritten offerings, and affirming the matters set forth in the comfort letters delivered pursuant to Section 5(a) of the Purchase Agreement, without exception; (B) set forth in full or incorporate by reference in the underwriting agreement, if any, the indemnification provisions and procedures of Section 8 hereof with respect to all parties to be indemnified pursuant to said Section; and (C) deliver such other documents and certificates as may be reasonably requested by such parties to evidence compliance with clause (A) above and with any customary conditions contained in the underwriting agreement or other agreement entered into by the Company or the Guarantors pursuant to this clause (x). If at any time the representations and warranties of the Company and the Guarantors contemplated in clause (A)(1) above cease to be true and correct, the Company shall so advise the Initial Purchasers and the underwriter(s), if any, and each selling Holder promptly and, if requested by such Persons, shall confirm such advice in writing; (xi) prior to any public offering of Transfer Restricted Securities, cooperate with, and cause the Guarantors to cooperate with, the selling Holders, the underwriter(s), if any, and their respective counsel in connection with the registration and qualification of the Transfer Restricted Securities under the securities or Blue Sky laws of such jurisdictions as the selling Holders or underwriter(s) may request and do any and all other acts or things necessary or advisable to enable the disposition in such jurisdictions of the Transfer Restricted Securities covered by the Shelf Registration Statement; provided, however, that neither the Company nor any Guarantor shall be required to register or qualify as a foreign corporation where it is not then so qualified or to take any action that would subject it to the service of process in suits or to taxation, other than as to matters and transactions relating to the Registration Statement, in any jurisdiction where it is not then so subject; (xii) issue, upon the request of any Holder of Initial Notes covered by the Shelf Registration Statement, Exchange Notes, having an aggregate principal amount equal to the aggregate principal amount of Initial Notes surrendered to the Company by such Holder in exchange therefor or being sold by such Holder; such Exchange Notes to be registered in the name of such Holder or in the name of the purchaser(s) of such Notes, as the case may be; in return, the Initial Notes held by such Holder shall be surrendered to the Company for cancellation; 12 (xiii) cooperate with, and cause the Guarantors to cooperate with, the selling Holders and the underwriter(s), if any, to facilitate the timely preparation and delivery of certificates representing Transfer Restricted Securities to be sold and not bearing any restrictive legends; and enable such Transfer Restricted Securities to be in such denominations and registered in such names as the Holders or the underwriter(s), if any, may request at least two Business Days prior to any sale of Transfer Restricted Securities made by such underwriter(s); (xiv) use their commercially reasonable efforts to cause the Transfer Restricted Securities covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter(s), if any, to consummate the disposition of such Transfer Restricted Securities, subject to the proviso contained in clause (viii) above; (xv) subject to Section 6(c)(i), if any fact or event contemplated by clause (c)(iii)(D) above shall exist or have occurred, prepare a supplement or post-effective amendment to the Registration Statement or related Prospectus or any document incorporated therein by reference or file any other required document so that, as thereafter delivered to the purchasers of Transfer Restricted Securities, the Prospectus will not contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading; (xvi) provide a CUSIP number for all Transfer Restricted Securities not later than the effective date of the Registration Statement and provide the Trustee under the Indenture with printed certificates for the Transfer Restricted Securities which are in a form eligible for deposit with the Depositary Trust Company; (xvii) cooperate and assist in any filings required to be made with the NASD and in the performance of any due diligence investigation by any underwriter (including any "qualified independent underwriter") that is required to be retained in accordance with the rules and regulations of the NASD, and use their reasonable best efforts to cause such Registration Statement to become effective and approved by such governmental agencies or authorities as may be necessary to enable the Holders selling Transfer Restricted Securities to consummate the disposition of such Transfer Restricted Securities; (xviii) otherwise use their commercially reasonable efforts to comply with all applicable rules and regulations of the Commission, and make generally available to its security holders, as soon as reasonably practicable, a consolidated earnings statement meeting the requirements of Rule 158 (which need not be audited) for the twelve-month period (A) commencing at the end of any fiscal quarter in which Transfer Restricted Securities are sold to underwriters in a firm or best efforts Underwritten Offering or (B) if not sold to underwriters in such an offering, beginning with the first month of the Company's first fiscal quarter commencing after the effective date of the Registration Statement; (xiv) cause the Indenture to be qualified under the Trust Indenture Act not later than the effective date of the first Registration Statement required by this Agreement, and, in connection therewith, cooperate, and cause the Guarantors to cooperate with, with the Trustee and the Holders of Notes to effect such changes to the Indenture as may be required for such Indenture to be so qualified in accordance with the terms of the Trust 13 Indenture Act; and to execute, and cause the Guarantors to execute, and use their commercially reasonable efforts to cause the Trustee to execute, all documents that may be required to effect such changes and all other forms and documents required to be filed with the Commission to enable such Indenture to be so qualified in a timely manner; (xx) cause all Transfer Restricted Securities covered by the Registration Statement to be listed on each securities exchange on which securities of the same class issued by the Company and the Guarantors are then listed if requested by the Holders of a majority in aggregate principal amount of Initial Notes or the managing underwriter(s), if any; and (xxi) provide promptly to each Holder upon request each document filed with the Commission pursuant to the requirements of Section 13 or Section 15(d) of the Exchange Act. Each Holder agrees by acquisition of a Transfer Restricted Security that, upon receipt of any notice referred to in Section 6(c)(iii)(C) or any notice from the Company of the existence of any fact of the kind described in Section 6(c)(iii)(D) hereof (in each case, a "Suspension Notice"), such Holder will forthwith discontinue disposition of Transfer Restricted Securities pursuant to the applicable Registration Statement until such Holder's receipt of the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof, or until it is advised in writing (the "Advice") by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus. Each Holder receiving a Suspension Notice hereby agrees that it will either (i) destroy any Prospectuses, other than permanent file copies, then in such Holder's possession which have been replaced by the Company with more recently dated Prospectuses or (ii) if so directed by the Company, deliver to the Company (at the Company's expense) all copies, other than permanent file copies then in such Holder's possession, of the Prospectus covering such Transfer Restricted Securities that was current at the time of receipt of such Suspension Notice. In the event the Company shall give any such notice, the time period regarding the effectiveness of such Registration Statement set forth in Section 3 or 4 hereof, as applicable, shall be extended by the number of days in the period from and including the date of the delivery of the Suspension Notice to and including the date when each selling Holder covered by such Registration Statement shall have received the copies of the supplemented or amended Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the Advice; however, no such extension shall be taken into account in determining whether Additional Interest is due pursuant to Section 5 hereof or the amount of such Additional Interest, it being agreed that the Company's option to suspend use of a Registration Statement pursuant to this paragraph shall be treated as a Registration Default for purposes of Section 5. SECTION 7. Registration Expenses. (a) All expenses incident to the Company's or the Guarantors' performance of or compliance with this Agreement will be borne by the Company or the Guarantors, regardless of whether a Registration Statement becomes effective, including without limitation: (i) all registration and filing fees and expenses (including filings made by any Initial Purchaser or Holder with the NASD (and, if applicable, the fees and expenses of any "qualified independent underwriter" and its counsel that may be required by the rules and regulations of the NASD)); (ii) all fees and expenses of compliance with federal securities and state Blue Sky or securities 14 laws; (iii) all expenses of printing (including printing certificates for the Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses), messenger and delivery services and telephone; (iv) all fees and disbursements of counsel for the Company, the Guarantors and, subject to Section 7(b) below, the Holders of Transfer Restricted Securities; (v) all application and filing fees in connection with listing the Exchange Notes on a national securities exchange or automated quotation system pursuant to the requirements thereof; and (vi) all fees and disbursements of independent certified public accountants of the Company, the Guarantors or other Person (including the expenses of any special audit and comfort letters required by or incident to such performance). The Company and the Guarantors will, in any event, bear their internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any Person, including special experts, retained by the Company and the Guarantors. (b) In connection with any Registration Statement required by this Agreement (including, without limitation, the Exchange Offer Registration Statement and the Shelf Registration Statement), the Company and the Guarantors will reimburse the Initial Purchasers and the Holders of Transfer Restricted Securities being tendered in the Exchange Offer and/or resold pursuant to the "Plan of Distribution" contained in the Exchange Offer Registration Statement or registered pursuant to the Shelf Registration Statement, as applicable, for the reasonable fees and disbursements of not more than one counsel, who shall be Shearman & Sterling LLP or such other counsel as may be chosen by the Holders of a majority in principal amount of the Transfer Restricted Securities for whose benefit such Registration Statement is being prepared. SECTION 8. Indemnification. (a) The Company agrees and the Guarantors, jointly and severally, agree to indemnify and hold harmless (i) each Holder and (ii) each Person, if any, who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) any Holder (any of the Persons referred to in this clause (ii) being hereinafter referred to as a "Controlling Person") and (iii) the respective officers, directors, partners, employees, representatives and agents of any Holder or any Controlling Person (any person referred to in clause (i), (ii) or (iii) may hereinafter be referred to as an "Indemnified Holder"), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities or expenses (including without limitation, reimbursement of all costs reasonably incurred in investigating, preparing, pursuing, settling, compromising, paying or defending any claim or action, or any investigation or proceeding by any governmental agency or body, commenced or threatened, including the reasonable fees and expenses of counsel to any Indemnified Holder), caused by, related to, based upon, arising out of or in connection with any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement or Prospectus (or any amendment or supplement thereto), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses are caused by, based upon, arising out of or in connection with an untrue statement or omission or alleged untrue statement or omission that is made in reliance upon and in conformity with information relating to any of the Holders furnished in writing to the Company by any of the Holders expressly for use therein. This indemnity agreement shall be in addition to any liability which the Company may otherwise have. 15 In case any action or proceeding (including any governmental or regulatory investigation or proceeding) shall be brought against any of the Indemnified Holders with respect to which indemnity may be sought against the Company or the Guarantors, such Indemnified Holder (or the Indemnified Holder controlled by such Controlling Person) shall promptly notify the Company and the Guarantors in writing (provided, that the failure to give such notice shall not relieve the Company or the Guarantors of their respective obligations pursuant to this Agreement). In case any such action is brought against any Indemnified Holder and such Indemnified Holder seeks or intends to seek indemnity from the Company and the Guarantors, the Company and the Guarantors will be entitled to participate in and, to the extent that they shall elect by written notice delivered to the Indemnified Holder promptly after receiving the aforesaid notice from such Indemnified Holder, to assume the defense thereof with counsel reasonably satisfactory to such Indemnified Holder; provided, however, if the defendants in any such action include both the Indemnified Holder and the Company or any Guarantor and the Indemnified Holder shall have reasonably concluded that a conflict may arise between the positions of the Company or any Guarantor and the Indemnified Holder in conducting the defense of any such action or that there may be legal defenses available to it which are different from or additional to those available to the Company or any Guarantor, the Indemnified Holder shall have the right to select separate counsel to assume such legal defenses and to otherwise participate in the defense of such action on behalf of itself. Upon receipt of notice from the Company or any Guarantor to such Indemnified Holder of the Company or any Guarantor's election so to assume the defense of such action and approval by the Indemnified Holder of counsel, the Company or any Guarantor will not be liable to such Indemnified Holder under this Section 8 for any legal or other expenses subsequently incurred by such Indemnified Holder in connection with the defense thereof unless (i) the Indemnified Holder shall have employed separate counsel in accordance with the proviso to the second sentence of this paragraph (it being understood, however, that the Company or any Guarantor shall not be liable for the expenses of more than one separate counsel (together with local counsel, approved by the Company or any Guarantor, representing the Indemnified Holder who is a party to such action) or (ii) the Company or any Guarantor shall not have employed counsel reasonably satisfactory to the Indemnified Holder to represent the Indemnified Holder within a reasonable time after notice of commencement of the action, in each of which cases the fees and expenses of counsel shall be at the expense of the Company and the Guarantor. The Company and the Guarantors shall be liable for any settlement of any such action or proceeding effected with the Company's prior written consent, which consent shall not be withheld unreasonably, and the Company and the Guarantors agree to indemnify and hold harmless any Indemnified Holder from and against any loss, claim, damage, liability or expense by reason of any settlement of any action effected with the written consent of the Company. The Company and the Guarantors shall not, without the prior written consent of each Indemnified Holder, settle or compromise or consent to the entry of judgment in or otherwise seek to terminate any pending or threatened action, claim, litigation or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not any Indemnified Holder is a party thereto), unless such settlement, compromise, consent or termination (i) includes an unconditional release of each Indemnified Holder from all liability arising out of such action, claim, litigation or proceeding and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act, by or on behalf of the Indemnified Holder. 16 (b) Each Holder of Transfer Restricted Securities agrees, severally and not jointly, to indemnify and hold harmless the Company and the Guarantors and their respective directors, officers, and each person controlling (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company, the Guarantors and the respective officers, directors, partners, employees, representatives and agents of each such person, to the same extent as the indemnity from the Company and the Guarantors to each of the Indemnified Holders set forth in Section 8(a), but only with respect to claims and actions based on information relating to such Holder furnished in writing by such Holder expressly for use in any Registration Statement. In case any action or proceeding shall be brought against the Company, the Guarantors or their directors or officers or any such Controlling Person in respect of which indemnity may be sought against a Holder of Transfer Restricted Securities, such Holder shall have the rights and duties given the Company and/or the Guarantors and the Company, the Guarantors or their directors or officers or such Controlling Person shall have the rights and duties given to each Holder by Section 8(a). (c) If the indemnification provided for in this Section 8 is unavailable to an indemnified party under Section 8(a) or Section 8(b) hereof (other than by reason of exceptions provided in those Sections) in respect of any losses, claims, damages, liabilities or expenses referred to therein, then each applicable indemnifying party, in lieu of indemnifying such indemnified party, shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative benefits received by the Company and the Guarantors, on the one hand, and the Holders, on the other hand, from the Initial Placement (which in the case of the Company and the Guarantors shall be deemed to be equal to the total gross proceeds from the Initial Placement as set forth on the cover page of the Offering Memorandum, less any discount received by the Initial Purchasers in the Initial Placement), the amount of Liquidated Damages which does not become payable as a result of the filing of the Registration Statement resulting in such losses, claims, damages, liabilities or expenses, and such Registration Statement, or if such allocation is not permitted by applicable law, the relative fault of the Company and the Guarantors on the one hand, and of the Indemnified Holder, on the other hand, in connection with the statements or omissions which resulted in such losses, claims, damages, liabilities or expenses, as well as any other relevant equitable considerations. The relative fault of the Company on the one hand and of the Indemnified Holder on the other shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the Company or by the Indemnified Holder and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The amount paid or payable by a party as a result of the losses, claims, damages, liabilities and expenses referred to above shall be deemed to include, subject to the limitations set forth in the second paragraph of Section 8(a), any legal or other fees or expenses reasonably incurred by such party in connection with investigating or defending any action or claim. The Company, the Guarantors and each Holder of Transfer Restricted Securities agree that it would not be just and equitable if contribution pursuant to this Section 8(c) were determined by pro rata allocation (even if the Holders were treated as one entity for such purpose) or by any other method of allocation which does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses referred 17 to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the other provisions of this Section 8, no Holder (and its related Indemnified Holders) shall be liable, in the aggregate, for any amount in excess of the discount granted or the commission paid by the Company as set forth in the Purchase Agreement with respect to the Initial Notes held by such Holder, or in the case of a Holder of Exchange Notes, the Initial Notes exchanged for such Exchange Notes. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Holders' obligations to contribute pursuant to this Section 8(c) are several in proportion to the respective principal amount of Initial Notes held by each of the Holders hereunder and not joint. SECTION 9. Rule 144A. The Company and the Guarantors each hereby agrees with each Holder, for so long as any Transfer Restricted Securities remain outstanding, to make available to any Holder or beneficial owner of Transfer Restricted Securities in connection with any sale thereof and any prospective purchaser of such Transfer Restricted Securities from such Holder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act in order to permit resales of such Transfer Restricted Securities pursuant to Rule 144A. SECTION 10. Participation In Underwritten Registrations. No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder's Transfer Restricted Securities on the basis provided in a customary underwriting agreement entered into in connection herewith and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements. SECTION 11. Selection Of Underwriters. The Holders of Transfer Restricted Securities covered by the Shelf Registration Statement who desire to do so may sell such Transfer Restricted Securities in an Underwritten Offering. In any such Underwritten Offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority in aggregate principal amount of the Transfer Restricted Securities included in such offering; provided, that such investment bankers and managers must be reasonably satisfactory to the Company. SECTION 12. Miscellaneous. (a) Remedies. The Company and the Guarantors each hereby agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agree to waive the defense in any action for specific performance that a remedy at law would be adequate. (b) No Inconsistent Agreements. The Company will not, and will cause the Guarantors not to, on or after the date of this Agreement enter into any agreement with respect to its securities that is inconsistent with the rights granted to the Holders in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the Company's securities under any agreement in effect on the date hereof. 18 (c) Adjustments Affecting the Notes. The Company and the Guarantors will not take any action, or permit any change to occur, with respect to the Notes that would materially and adversely affect the ability of the Holders to Consummate any Exchange Offer. (d) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents to or departures from the provisions hereof may not be given unless the Company has obtained the written consent of Holders of a majority of the outstanding principal amount of Transfer Restricted Securities. Notwithstanding the foregoing, a waiver or consent to departure from the provisions hereof that relates exclusively to the rights of Holders whose securities are being tendered pursuant to the Exchange Offer and that does not affect directly or indirectly the rights of other Holders whose securities are not being tendered pursuant to such Exchange Offer may be given by the Holders of a majority of the outstanding principal amount of Transfer Restricted Securities being tendered or registered; provided that, with respect to any matter that directly or indirectly affects the rights of any Initial Purchaser hereunder, the Company shall obtain the written consent of each such Initial Purchaser with respect to which such amendment, qualification, supplement, waiver, consent or departure is to be effective. (e) Notices. All notices and other communications provided for or permitted hereunder shall be made in writing by hand-delivery, first-class mail (registered or certified, return receipt requested), telex, telecopier, or air courier guaranteeing overnight delivery: (i) if to a Holder, at the address set forth on the records of the Registrar under the Indenture, with a copy to the Registrar under the Indenture; and (ii) if to the Company: Rayovac Corporation 601 Rayovac Drive Madison, Wisconsin 53711 Facsimile: (608) 278-6666 Attention: General Counsel With a copy to: Skadden, Arps, Slate, Meagher & Flom LLP One Beacon Street, 31st Floor Boston, MA 02108 Telecopier No.: (617) 573-4822 Attention: Margaret Brown All such notices and communications shall be deemed to have been duly given: at the time delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, if 19 telecopied; and on the next Business Day, if timely delivered to an air courier guaranteeing overnight delivery. Copies of all such notices, demands or other communications shall be concurrently delivered by the Person giving the same to the Trustee at the address specified in the Indenture. (f) Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties, including without limitation and without the need for an express assignment, subsequent Holders of Transfer Restricted Securities; provided, however, that this Agreement shall not inure to the benefit of or be binding upon a successor or assign of a Holder unless and to the extent such successor or assign acquired Transfer Restricted Securities from such Holder. (g) Counterparts. This Agreement may be executed in any number of counterparts and by the 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 one and the same agreement. (h) Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW RULES THEREOF. (j) Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be affected or impaired thereby. (k) Entire Agreement. This Agreement is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein with respect to the registration rights granted by the Company with respect to the Transfer Restricted Securities. This Agreement supersedes all prior agreements and understandings between the parties with respect to such subject matter. 20 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. RAYOVAC CORPORATION By: /s/ James T. Lucke ------------------------------ Name: James T. Lucke Title: Secretary ROV HOLDING, INC. By: /s/ James T. Lucke ------------------------------ Name: James T. Lucke Title: Secretary ROVCAL, INC. By: /s/ James T. Lucke ------------------------------ Name: James T. Lucke Title: Secretary VESTAR SHAVER CORP. By: /s/ James T. Lucke ------------------------------ Name: James T. Lucke Title: Secretary 21 VESTAR RAZOR CORP. By: /s/ James T. Lucke ------------------------------ Name: James T. Lucke Title: Secretary REMINGTON PRODUCTS COMPANY, L.L.C. By: /s/ James T. Lucke ------------------------------ Name: James T. Lucke Title: Secretary REMINGTON CAPITAL CORPORATION By: /s/ James T. Lucke ------------------------------ Name: James T. Lucke Title: Secretary REMINGTON RAND CORPORATION By: /s/ James T. Lucke ------------------------------ Name: James T. Lucke Title: Secretary REMINGTON CORPORATION, L.L.C. By: /s/ James T. Lucke --------------------------- Name: James T. Lucke Title: Secretary 22 The foregoing Registration Rights Agreement is hereby confirmed and accepted as of the date first above written: BANC OF AMERICA SECURITIES LLC CITIGROUP GLOBAL CAPITAL MARKETS INC. ABN AMRO INCORPORATED By: Banc of America Securities LLC By: /s/ Bradford D. Jones ------------------------ Managing Director 23 SCHEDULE A

GUARANTOR JURISDICTION OF INCORPORATION - --------- ----------------------------- ROV Holding, Inc. Delaware Rovcal, Inc. California Vestar Shaver Corp. Delaware Vestar Razor Corp. Delaware Remington Products Company, L.L.C. Delaware Remington Capital Corporation Delaware Remington Rand Corporation Delaware Remington Corporation, L.L.C. Delaware

24 EX-4.2 6 g85268exv4w2.txt EX-4.2 INDENTURE DATED SEPTEMBER 30, 2003 EXHIBIT 4.2 RAYOVAC CORPORATION 8 1/2% SENIOR SUBORDINATED NOTES DUE 2013 ----------------------------------- INDENTURE Dated as of September 30, 2003 ----------------------------------- U.S. BANK NATIONAL ASSOCIATION TRUSTEE CROSS-REFERENCE TABLE*

Trust Indenture Act Indenture Section Section 310(a)(1).......................................................................................... 7.10 (a)(2).......................................................................................... 7.10 (a)(5).......................................................................................... 7.10 (b)............................................................................................. 7.10 (c)............................................................................................. N.A. 311(a)............................................................................................. 7.11 (b)............................................................................................. 7.11 312(a)............................................................................................. 2.05 (b)............................................................................................. 12.03 (c)............................................................................................. 12.03 313(a)............................................................................................. 7.06 (b)(2).......................................................................................... 7.06 (c)............................................................................................. 7.06 12.02 (d)............................................................................................. 7.06 314(a)............................................................................................. 4.03 12.05 (c)(1).......................................................................................... 12.04 (c)(2).......................................................................................... 12.04 (e)............................................................................................. 12.05 316(a)(last sentence).............................................................................. 2.09 (a)(1)(A)....................................................................................... 6.05 (a)(1)(B)....................................................................................... 6.04 317(a)(1).......................................................................................... 6.08

- ------------------------ * This Cross-Reference Table is not part of this Indenture. TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions.................................................................................... 1 Section 1.02. Other Definitions.............................................................................. 21 Section 1.03. Incorporation by Reference of Trust Indenture Act.............................................. 22 Section 1.04. Rules of Construction.......................................................................... 22 ARTICLE 2 THE NOTES Section 2.01. Form and Dating................................................................................ 23 Section 2.02. Execution and Authentication................................................................... 24 Section 2.03. Registrar and Paying Agent..................................................................... 25 Section 2.04. Paying Agent to Hold Money in Trust............................................................ 25 Section 2.05. Holder Lists................................................................................... 25 Section 2.06. Transfer and Exchange.......................................................................... 25 Section 2.07. Replacement Notes.............................................................................. 38 Section 2.08. Outstanding Notes.............................................................................. 39 Section 2.09. Treasury Notes................................................................................. 39 Section 2.10. Certificated Notes............................................................................. 39 Section 2.11. Temporary Notes................................................................................ 40 Section 2.12. Cancellation................................................................................... 41 Section 2.13. Defaulted Interest............................................................................. 41 Section 2.14. CUSIP and ISIN Numbers......................................................................... 41 Section 2.15. Deposit of Moneys.............................................................................. 41 Section 2.16. Computation of Interest........................................................................ 42 ARTICLE 3 REDEMPTION AND PREPAYMENT Section 3.01. Notices to Trustee............................................................................. 42 Section 3.02. Selection of Notes to Be Redeemed.............................................................. 42 Section 3.03. Notice of Redemption........................................................................... 42 Section 3.04. Effect of Notice of Redemption................................................................. 43 Section 3.05. Deposit of Redemption Price.................................................................... 43 Section 3.06. Notes Redeemed in Part......................................................................... 44 Section 3.07. Optional Redemption............................................................................ 44 Section 3.08. Mandatory Redemption........................................................................... 44 Section 3.09. Offer to Purchase.............................................................................. 44 ARTICLE 4 COVENANTS Section 4.01. Payment of Notes............................................................................... 46 Section 4.02. Maintenance of Office or Agency................................................................ 46 i Section 4.03. Reports........................................................................................ 47 Section 4.04. Compliance Certificate......................................................................... 47 Section 4.05. Taxes.......................................................................................... 48 Section 4.06. Stay, Extension and Usury Laws................................................................. 48 Section 4.07. Restricted Payments............................................................................ 48 Section 4.08. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries...................... 51 Section 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock..................................... 53 Section 4.10. Asset Sales.................................................................................... 55 Section 4.11. Transactions with Affiliates................................................................... 57 Section 4.12. Liens.......................................................................................... 58 Section 4.13. Corporate Existence............................................................................ 58 Section 4.14. Offer to Repurchase upon Change of Control..................................................... 58 Section 4.15. Limitation on Senior Subordinated Debt......................................................... 59 Section 4.16. Designation of Restricted and Unrestricted Subsidiaries........................................ 59 Section 4.17. Payments for Consent........................................................................... 61 Section 4.18. Business Activities............................................................................ 61 Section 4.19. Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries............... 61 Section 4.20. Additional Note Guarantees..................................................................... 62 ARTICLE 5 SUCCESSORS Section 5.01. Merger, Consolidation or Sale of Assets........................................................ 63 Section 5.02. Successor Corporation Substituted.............................................................. 64 ARTICLE 6 DEFAULTS AND REMEDIES Section 6.01. Events of Default.............................................................................. 64 Section 6.02. Acceleration................................................................................... 66 Section 6.03. Other Remedies................................................................................. 67 Section 6.04. Waiver of Past Defaults........................................................................ 67 Section 6.05. Control by Majority............................................................................ 67 Section 6.06. Limitation on Suits............................................................................ 68 Section 6.07. Rights of Holders of Notes to Receive Payment.................................................. 68 Section 6.08. Collection Suit by Trustee..................................................................... 68 Section 6.09. Trustee May File Proofs of Claim............................................................... 68 Section 6.10. Priorities..................................................................................... 69 Section 6.11. Undertaking for Costs.......................................................................... 69 Section 6.12. Restoration of Rights and Remedies............................................................. 70 Section 6.13. Rights and Remedies Cumulative................................................................. 70 Section 6.14. Delay or Omission Not Waiver................................................................... 70 Section 6.15. Record Date.................................................................................... 70 ii ARTICLE 7 TRUSTEE Section 7.01. Duties of Trustee.............................................................................. 70 Section 7.02. Rights of Trustee.............................................................................. 71 Section 7.03. Individual Rights of Trustee................................................................... 72 Section 7.04. Trustee's Disclaimer........................................................................... 72 Section 7.05. Notice of Defaults............................................................................. 72 Section 7.06. Reports by Trustee to the Holders of the Notes................................................. 73 Section 7.07. Compensation and Indemnity..................................................................... 73 Section 7.08. Replacement of Trustee......................................................................... 74 Section 7.09. Successor Trustee by Merger, Etc............................................................... 75 Section 7.10. Eligibility; Disqualification.................................................................. 75 Section 7.11. Preferential Collection of Claims Against Company.............................................. 75 ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE; SATISFACTION AND DISCHARGE Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance....................................... 75 Section 8.02. Legal Defeasance and Discharge................................................................. 76 Section 8.03. Covenant Defeasance............................................................................ 76 Section 8.04. Conditions to Legal Defeasance or Covenant Defeasance.......................................... 77 Section 8.05. Satisfaction and Discharge of Indenture........................................................ 78 Section 8.06. Survival of Certain Obligations................................................................ 79 Section 8.07. Acknowledgment of Discharge by Trustee......................................................... 79 Section 8.08. Deposited Money and Cash Equivalents to Be Held in Trust; Other Miscellaneous Provisions....... 79 Section 8.09. Repayment to Company........................................................................... 80 Section 8.10. Indemnity for Government Securities............................................................ 80 Section 8.11. Reinstatement.................................................................................. 80 ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER Section 9.01. Without Consent of Holders of Notes............................................................ 80 Section 9.02. With Consent of Holders of Notes............................................................... 81 Section 9.03. Compliance with Trust Indenture Act............................................................ 83 Section 9.04. Revocation and Effect of Consents.............................................................. 83 Section 9.05. Notation on or Exchange of Notes............................................................... 83 Section 9.06. Trustee to Sign Amendments, Etc................................................................ 83 ARTICLE 10 SUBORDINATION Section 10.01. Agreement to Subordinate....................................................................... 84 Section 10.02. Liquidation; Dissolution; Bankruptcy........................................................... 84 iii Section 10.03. Default on Designated Senior Debt.............................................................. 84 Section 10.04. Acceleration of Securities..................................................................... 85 Section 10.05. When Distribution Must Be Paid Over............................................................ 85 Section 10.06. Notice by the Company.......................................................................... 86 Section 10.07. Subrogation.................................................................................... 86 Section 10.08. Relative Rights................................................................................ 86 Section 10.09. Subordination May Not Be Impaired by the Company............................................... 86 Section 10.10. Distribution or Notice to Representative....................................................... 86 Section 10.11. Rights of Trustee and Paying Agent............................................................. 87 Section 10.12. Authorization to Effect Subordination.......................................................... 87 ARTICLE 11 NOTE GUARANTEES Section 11.01. Guarantee...................................................................................... 87 Section 11.02. Subordination of Note Guarantee................................................................ 88 Section 11.03. Limitation on Guarantor Liability.............................................................. 88 Section 11.04. Execution and Delivery of Note Guarantee....................................................... 89 Section 11.05. Releases Following Sale of Assets.............................................................. 89 Section 11.06. Additional Guarantors.......................................................................... 89 Section 11.07. Notation Not Required.......................................................................... 90 Section 11.08. Successors and Assigns......................................................................... 90 Section 11.09. No Waiver...................................................................................... 90 Section 11.10. Modification................................................................................... 90 ARTICLE 12 MISCELLANEOUS Section 12.01. Trust Indenture Act Controls................................................................... 90 Section 12.02. Notices........................................................................................ 91 Section 12.03. Communication by Holders of Notes with Other Holders of Notes.................................. 92 Section 12.04. Certificate and Opinion as to Conditions Precedent............................................. 92 Section 12.05. Statements Required in Certificate or Opinion.................................................. 92 Section 12.06. Rules by Trustee and Agents.................................................................... 93 Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders....................... 93 Section 12.08. Governing Law.................................................................................. 93 Section 12.09. No Adverse Interpretation of Other Agreements.................................................. 93 Section 12.10. Successors..................................................................................... 93 Section 12.11. Severability................................................................................... 93 Section 12.12. Counterpart Originals.......................................................................... 93 Section 12.13. Table of Contents, Headings, Etc............................................................... 93 iv EXHIBITS Exhibit A FORM OF NOTE Exhibit B FORM OF CERTIFICATE OF TRANSFER Exhibit C FORM OF CERTIFICATE OF EXCHANGE Exhibit D FORM OF NOTE GUARANTEE Exhibit E FORM OF SUPPLEMENTAL INDENTURE Schedule I GUARANTORS v INDENTURE dated as of September 30, 2003 among Rayovac Corporation, a Wisconsin corporation (the "Company"), the Guarantors listed in Schedule I hereto and U.S. Bank National Association, as trustee (the "Trustee"). The Company, the Guarantors and the Trustee agree as follows for the benefit of each other and for the equal and proportionate benefit of the Holders of the 8 1/2% Senior Subordinated Notes due 2013 and the Exchange Notes (as defined herein). ARTICLE 1 DEFINITIONS AND INCORPORATION BY REFERENCE Section 1.01. Definitions. "144A Global Note" means a global note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee that shall be issued in a denomination equal to the outstanding principal amount of the Notes sold in reliance on Rule 144A. "Acquired Debt" means, with respect to any specified Person: (a) Indebtedness of any other Person existing at the time such other Person is merged with or into, or becomes a Subsidiary of, such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and (b) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. "Additional Notes" means an unlimited maximum aggregate principal amount of Notes (other than the Notes issued on the Issue Date) issued under this Indenture in accordance with Sections 2.02 and subject to Section 4.09 hereof. "Affiliate" of any specified Person means (a) any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person or (b) any executive officer or director of such specified Person. For purposes of this definition, "control," as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person shall be deemed to be control. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" shall have correlative meanings; provided further that each of Paula Grundstucksverwaltungsgesellschaft mbH & Co. Vermietungs-KG, Mannheim and ROSATA Grundstucksvermietungsgesellschaft mbH & Co. Object Dischingen KG, Dusseldorf, shall not be deemed Affiliates of the Company or any of its Restricted Subsidiaries solely by virtue of the beneficial ownership by the Company or its Restricted Subsidiaries of up to 20% of the Voting Stock of each entity. "Agent" means any Registrar, Paying Agent or co-registrar. "Applicable Procedures" means, with respect to any transfer or exchange of or for beneficial interests in any Global Note, the rules and procedures of the Depositary, Euroclear and Clearstream that apply to such transfer or exchange. "Asset Sale" means: (a) the sale, lease, conveyance or other disposition of any property or assets; provided that the sale, conveyance or other disposition of all or substantially all of the assets of the Company and its Restricted Subsidiaries, taken as a whole, shall be governed by the provisions of Section 4.14 and/or Section 5.01 and not by the provisions of Section 4.10; and (b) the issuance of Equity Interests by any of the Company's Restricted Subsidiaries or the sale by the Company or any Restricted Subsidiary of Equity Interests in any of its Subsidiaries. Notwithstanding the preceding, the following items shall be deemed not to be Asset Sales: (i) any single transaction or series of related transactions that involves assets having a fair market value of less than $5.0 million; (ii) a transfer of assets between or among the Company and its Restricted Subsidiaries; (iii) an issuance of Equity Interests by a Restricted Subsidiary to the Company or to another Restricted Subsidiary of the Company; (iv) the sale, lease or other disposition of equipment, inventory, accounts receivable or other assets in the ordinary course of business; (v) the sale or other disposition of Cash Equivalents; (vi) a Restricted Payment that is permitted by Section 4.07; (vii) any sale or disposition of any property or equipment that has become damaged, worn out, obsolete or otherwise unsuitable or no longer required for use in the ordinary course of the business of the Company or its Restricted Subsidiaries; (viii) the licensing of intellectual property in the ordinary course of business; (ix) any sale or other disposition deemed to occur with creating or granting a Lien not otherwise prohibited by this Indenture; and 2 (x) upon the termination of the VARTA joint venture with VARTA AG, the sale, transfer or other disposition of the Equity Interests in FinanceCo (as defined in the VARTA Joint Venture Agreement) and the forgiveness of any loans owed by VARTA AG, in each case pursuant to, and in accordance with the terms of, the VARTA Joint Venture Agreement as in effect on the Issue Date. "Bankruptcy Law" means any law relating to bankruptcy, insolvency, receivership, winding-up, liquidation, reorganization or relief of debtors or any amendment to, succession to or change in any such law, including, without limitation, the state bankruptcy law of the Company or the Guarantor's jurisdiction and title 11, United States Bankruptcy Code of 1978, as amended. "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" shall be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms "Beneficially Owns" and "Beneficially Owned" shall have a corresponding meaning. "Board of Directors" means (a) with respect to a corporation, the board of directors of the corporation; (b) with respect to a partnership, the Board of Directors of the general partner of the partnership; and (c) with respect to any other Person, the board or committee of such Person serving a similar function. "Broker-Dealer" has the meaning set forth in the Registration Rights Agreement. "Business Day" means any day other than a Legal Holiday. "Capital Lease Obligation" means, at the time any determination thereof is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP. "Capital Stock" means (a) in the case of a corporation, corporate stock; (b) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (c) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (d) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. "Cash Equivalents" means (a) United States dollars; (b) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support thereof) having maturities of not more than six months from the date of acquisition; (c) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers' acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of "B" or better; (d) repurchase 3 obligations with a term of not more than seven days for underlying securities of the types described in clauses (b) and (c) above entered into with any financial institution meeting the qualifications specified in clause (c) above; (e) commercial paper having the highest rating obtainable from Moody's Investors Service, Inc. or Standard & Poor's Rating Services and in each case maturing within nine months after the date of acquisition; (f) marketable direct obligations issued by any state of the United States of America or any political subdivision of any such state or any public instrumentality thereof having the highest ratings obtainable from Moody's or S&P and maturing within six months from the date of acquisition thereof; and (g) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (f) of this definition. "Certificated Note" means a certificated note in registered certificated form in the name of the Holder thereof and issued in accordance with Section 2.06 hereof, in the form of Exhibit A hereto, except that such Note shall not bear the Global Note Legend and shall not have the "Schedule of Exchanges of Interests in the Global Note" attached thereto. "Change of Control" means the occurrence of any of the following: (a) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries, taken as a whole, to any "person" (as that term is used in Section 13(d)(3) of the Exchange Act); (b) the adoption of a plan relating to the liquidation or dissolution of the Company; (c) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes the ultimate Beneficial Owner, directly or indirectly, of 50% or more of the voting power of the Voting Stock of the Company; (d) the first day on which a majority of the members of the Board of Directors of the Company are not Continuing Directors; or (e) the Company consolidates with, or merges with or into, any Person, or any Person consolidates with, or merges with or into the Company, in any such event pursuant to a transaction in which any of the outstanding Voting Stock of the Company or such other Person is converted into or exchanged for cash, securities or other property, other than any such transaction where (i) the Voting Stock of the Company outstanding immediately prior to such transaction is converted into or exchanged for Voting Stock (other than Disqualified Stock) of the surviving or transferee Person constituting a majority of the outstanding shares of such Voting Stock of such surviving or transferee Person (immediately after giving effect to such issuance) and (ii) immediately after such transaction, no "person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) becomes, directly or indirectly, the ultimate Beneficial Owner of 50% or more of the voting power of the Voting Stock of the surviving or transferee Person. "Clearstream" means Clearstream Banking, societe anonyme. "Consolidated Cash Flow" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period plus, without duplication: (a) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; plus (b) Fixed Charges of such Person and its Restricted Subsidiaries for such period, to the extent that any such Fixed Charges were deducted in computing such Consolidated Net Income; plus (c) depreciation, amortization (including amortization of 4 goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any special charges and additional restructuring charges referred to in clauses (d) and (e) without giving effect to the provisos, and any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; plus (d) special charges included on the face of the Company's consolidated statement of operations for its fiscal years ended September 30, 2002 and 2003 furnished to Holders as provided under Section 4.03 and, in the case of fiscal 2003, additional restructuring charges related to markdown monies included as a reduction of net sales, to the extent such special charges and additional restructuring charges were deducted in computing Consolidated Net Income for such period; provided that the maximum aggregate amount of such special charges and additional restructuring charges for the fiscal year ended September 30, 2003 shall not exceed $42.0 million; plus (e) special charges related to the acquisition of Remington incurred during any period after June 30, 2003, and prior to September 30, 2005, and included on the face of the Company's consolidated statement of operations furnished to Holders as provided under Section 4.03, to the extent such special charges were deducted in computing Consolidated Net Income for such period; provided that the maximum aggregate amount of such special charges shall not exceed $35.0 million; minus (f) non-cash items increasing such Consolidated Net Income for such period, other than the accrual of revenue consistent with past practice, in each case, on a consolidated basis and determined in accordance with GAAP. Notwithstanding the preceding, the provision for taxes based on the income or profits of, and the depreciation and amortization and other non-cash expenses of, a Restricted Subsidiary of the Company shall be added to Consolidated Net Income to compute Consolidated Cash Flow of the Company (A) in the same proportion that the Net Income of such Restricted Subsidiary was added to compute such Consolidated Net Income of the Company and (B) only to the extent that a corresponding amount would be permitted at the date of determination to be dividended or distributed to the Company by such Restricted Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders. "Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that: (a) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting shall be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary thereof; (b) the Net Income of any Restricted Subsidiary shall be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or 5 indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its equityholders; (c) the Net Income of any Person acquired during the specified period for any period prior to the date of such acquisition shall be excluded; (d) the cumulative effect of a change in accounting principles shall be excluded; and (e) notwithstanding clause (a) above, the Net Income (but not loss) of any Unrestricted Subsidiary shall be excluded, whether or not distributed to the specified Person or one of its Subsidiaries. "Consolidated Net Tangible Assets" of any Person means, as of any date, the amount which, in accordance with GAAP, would be set forth under the caption "Total Assets" (or any like caption) on a consolidated balance sheet of such Person and its Restricted Subsidiaries, as of the end of the most recently ended fiscal quarter for which internal financial statements are available, less (a) all intangible assets, including, without limitation, goodwill, organization costs, patents, trademarks, copyrights, franchises, and research and development costs and (b) current liabilities. "Continuing Directors" means, as of any date of determination, any member of the Board of Directors of the Company who (a) was a member of such Board of Directors on the Issue Date; or (b) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election. "Corporate Trust Office of the Trustee" shall be at the address of the Trustee specified in Section 12.02 hereof or such other address as to which the Trustee may give notice to the Company. "Credit Agreement" means that certain Third Amended and Restated Credit Agreement, dated as of October 1, 2002, by and among the Company, VARTA, LaSalle Bank National Association, as Documentation Agent, Citicorp North America Inc., as Syndication Agent, and Bank of America, N.A., as Administrative Agent and the other lenders named therein providing for, as of the Issue Date, up to $350.0 million and (euro)175.0 million in term loan borrowings and $110.0 million and (euro)40.0 million of revolving credit borrowings, including any related notes, Guarantees, collateral documents, instruments and agreements executed in connection therewith, and in each case as amended, modified, renewed, refunded, replaced or refinanced from time to time, regardless of whether such amendment, modification, renewal, refunding, replacement or refinancing is with the same financial institutions or otherwise. "Credit Facilities" means, one or more debt facilities (including, without limitation, the Credit Agreement) or commercial paper facilities, in each case with banks or other institutional lenders providing for revolving credit loans, term loans, receivables financing (including through the sale of receivables to such lenders or to special purpose entities formed to borrow from such lenders against such receivables) or letters of credit, in each case, as amended, 6 restated, modified, renewed, refunded, replaced or refinanced in whole or in part from time to time. "Custodian" means the Trustee, as custodian with respect to the Notes in global form, or any successor entity thereto. "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. "Depositary" means, with respect to the Notes issuable or issued in whole or in part in global form, the Person specified in Section 2.03 hereof as the Depositary with respect to the Notes, and any and all successors thereto appointed as depositary hereunder and having become such pursuant to the applicable provision of this Indenture. "Designated Senior Debt" means: (a) any Indebtedness outstanding under the Credit Agreement; and (b) after payment in full of all Obligations under the Credit Agreement, any other Senior Debt permitted under this Indenture the principal amount of which is $50.0 million or more and that has been designated by the Company as "Designated Senior Debt." "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder thereof, in whole or in part, on or prior to the date that is one year after the date on which the Notes mature, except to the extent such Capital Stock is solely redeemable with, or solely exchangeable for, any Equity Interests of the Company that are not Disqualified Stock. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders thereof have the right to require the Company to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale shall not constitute Disqualified Stock if the terms of such Capital Stock provide that the Company may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with Section 4.07. The term "Disqualified Stock" shall also include any options, warrants or other rights that are convertible into Disqualified Stock or that are redeemable at the option of the holder, or required to be redeemed, prior to the date that is one year after the date on which the Notes mature. "Domestic Subsidiary" means any Restricted Subsidiary of the Company other than a Restricted Subsidiary that is (a) a "controlled foreign corporation" under Section 957 of the Internal Revenue Code or (b) a Subsidiary of any such controlled foreign corporation. "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). 7 "Equity Offering" means a public or private offer and sale of common stock (other than Disqualified Stock) of the Company (other than common stock sold to a Subsidiary of the Company). "Euroclear" means Euroclear S.A./N.V., as operator of the Euroclear System. "Exchange Act" means the Securities Exchange Act of 1934, as amended. "Exchange Notes" means the Notes issued in the Exchange Offer in accordance with Section 2.06(f) hereof. "Exchange Offer" has the meaning set forth in the Registration Rights Agreement or any similar agreement with respect to any Additional Notes. "Exchange Offer Registration Statement" has the meaning set forth in the Registration Rights Agreement or any similar agreement with respect to any Additional Notes. "Existing Indebtedness" means the aggregate principal amount of Indebtedness of the Company and its Subsidiaries (other than Indebtedness under the Credit Agreement) in existence on the Issue Date after giving effect to the acquisition of Remington, the application of the proceeds of the Notes and any Indebtedness under the Credit Agreement borrowed on the Issue Date, until such amounts are repaid. "fair market value" means the price that would be paid in an arm's-length transaction between an informed and willing seller under no compulsion to sell and an informed and willing buyer under no compulsion to buy, as determined in good faith by the Board of Directors, whose determination shall be conclusive if evidenced by a Board Resolution. "Fixed Charge Coverage Ratio" means, with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person for such period to the Fixed Charges of such Person for such period. In the event that the specified Person or any of its Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage Ratio shall be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period. In addition, for purposes of calculating the Fixed Charge Coverage Ratio: (a) acquisitions and dispositions of business entities or property and assets constituting a division or line of business of any Person that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation 8 Date shall be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period shall be calculated on a pro forma basis in accordance with Regulation S-X under the Securities Act, but without giving effect to clause (c) of the proviso set forth in the definition of Consolidated Net Income; (b) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, shall be excluded; (c) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP shall be excluded, but only to the extent that the obligations giving rise to such Fixed Charges shall not be obligations of the specified Person or any of its Subsidiaries following the Calculation Date; and (d) consolidated interest expense attributable to interest on any Indebtedness (whether existing or being incurred) computed on a pro forma basis and bearing a floating interest rate shall be computed as if the rate in effect on the Calculation Date (taking into account any interest rate option, swap, cap or similar agreement applicable to such Indebtedness if such agreement has a remaining term in excess of 12 months or, if shorter, at least equal to the remaining term of such Indebtedness) had been the applicable rate for the entire period. "Fixed Charges" means, with respect to any specified Person for any period, the sum, without duplication, of (a) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net of the effect of all payments made, received or accrued in connection with Hedging Obligations; plus (b) the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus (c) any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus (d) the product of (i) all dividends, whether paid or accrued and whether or not in cash, on any series of Disqualified Stock or preferred stock of such Person or any of its Restricted Subsidiaries, other than (A) dividends on Equity Interests payable solely in Equity Interests of the Company (other than Disqualified Stock) or (B) dividends to the Company or a Restricted Subsidiary of the Company, times (ii) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined federal, state and local statutory tax rate of such Person, expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP; provided that Fixed Charges shall not include any interest expense of, or dividends paid by, VARTA to VARTA AG to the extent that the Company or a Restricted Subsidiary of the Company receives interest or dividends in cash from VARTA AG in connection with the VARTA Joint Venture Agreement as in effect on the Issue Date. "Foreign Subsidiary" means any Restricted Subsidiary of the Company other than a Domestic Subsidiary. "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants, the opinions and pronouncements of the Public Company Accounting 9 Oversight Board and in the statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect on the Issue Date. "Global Note Legend" means the legend set forth in Section 2.06(g)(ii), which is required to be placed on all Global Notes issued under this Indenture. "Global Notes" means, individually and collectively, each of the Restricted Global Notes and the Unrestricted Global Notes, issued in accordance with certain sections of this Indenture and deposited with or on behalf of, and registered in the name of, the Depositary or its nominee. "Government Securities" means direct obligations of, or obligations guaranteed by, the United States of America for the payment of which guarantee or obligations the full faith and credit of the United States is pledged. "Guarantee" means, as to any Person, a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness of another Person. "Guarantors" means: (a) each direct or indirect Domestic Subsidiary of the Company on the Issue Date; and (b) any other subsidiary that executes a Note Guarantee in accordance with the provisions of this Indenture; and their respective successors and assigns until released from their obligations under their Note Guarantees and this Indenture in accordance with the terms of this Indenture. "Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under (a) interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and other agreements or arrangements designed for the purpose of fixing, hedging or swapping interest rate risk; (b) commodity swap agreements, commodity option agreements, forward contracts and other agreements or arrangements designed for the purpose of fixing, hedging or swapping commodity price risk; and (c) foreign exchange contracts, currency swap agreements and other agreements or arrangements designed for the purpose of fixing, hedging or swapping foreign currency exchange rate risk. "Holder" means a Person in whose name a Note is registered. "incur" means, with respect to any Indebtedness, to incur, create, issue, assume, Guarantee or otherwise become directly or indirectly liable for or with respect to, or become responsible for, the payment of, contingently or otherwise, such Indebtedness; provided that (a) any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of 10 the Company shall be deemed to be incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary of the Company; and (b) neither the accrual of interest nor the accretion of original issue discount nor the payment of interest in the form of additional Indebtedness with the same terms and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock (to the extent provided for when the Indebtedness or Disqualified Stock on which such interest or dividend is paid was originally issued) shall be considered an incurrence of Indebtedness; provided that in each case the amount thereof is for all other purposes included in the Fixed Charges and Indebtedness of the Company or its Restricted Subsidiary as accrued. "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent: (a) in respect of borrowed money; (b) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof), but excluding obligations with respect to letters of credit (including trade letters of credit) securing obligations entered into in the ordinary course of business of such Person to the extent such letters of credit are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than the fifth Business Day following receipt by such Person of a demand for reimbursement); (c) in respect of banker's acceptances; (d) in respect of Capital Lease Obligations and Attributable Debt; (e) in respect of the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; (f) representing Hedging Obligations, other than Hedging Obligations that are incurred in the ordinary course of business for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; or (g) representing Disqualified Stock valued at the greater of its voluntary or involuntary maximum fixed repurchase price plus accrued dividends; if and to the extent that any of the preceding items (other than letters of credit and Hedging Obligations) would appear as liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term "Indebtedness" includes (x) all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person), provided that the amount of such Indebtedness shall be the lesser of (A) the fair market value of such asset at such date of determination and (B) the amount 11 of such Indebtedness, and (y) to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. For purposes hereof, the "maximum fixed repurchase price" of any Disqualified Stock which does not have a fixed repurchase price shall be calculated in accordance with the terms of such Disqualified Stock as if such Disqualified Stock were purchased on any date on which Indebtedness shall be required to be determined pursuant to this Indenture, and if such price is based upon, or measured by, the fair market value of such Disqualified Stock, such fair market value shall be determined in good faith by the Board of Directors of the issuer of such Disqualified Stock. The amount of any Indebtedness outstanding as of any date shall be the outstanding balance at such date of all unconditional obligations as described above and, with respect to contingent obligations, the maximum liability upon the occurrence of the contingency giving rise to the obligation, and shall be: (A) the accreted value thereof, in the case of any Indebtedness issued with original issue discount; and (B) the principal amount thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness; provided that Indebtedness shall not include: (1) any liability for federal, state, local or other taxes; (2) performance, surety or appeal bonds provided in the ordinary course of business; or (3) agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in any case incurred in connection with the disposition of any business, assets or Restricted Subsidiary (other than Guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as the principal amount does not exceed the gross proceeds actually received by the Company or any Restricted Subsidiary in connection with such disposition. "Indenture" means this Indenture, as amended or supplemented from time to time. "Indirect Participant" means a Person who holds a beneficial interest in a Global Note through a Participant. "Interest Payment Date" means April 1 and October 1 of each year to Stated Maturity. "Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans or other extensions of credit (including Guarantees, but excluding advances to customers or suppliers in the ordinary 12 course of business that are, in conformity with GAAP, recorded as accounts receivable, prepaid expenses or deposits on the balance sheet of the Company or its Restricted Subsidiaries and endorsements for collection or deposit arising in the ordinary course of business), advances (excluding commission, travel, payroll and similar advances to officers and employees made consistent with past practices), capital contributions (by means of any transfer of cash or other property to others or any payment for property or services for the account or use of others), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If the Company or any Restricted Subsidiary of the Company sells or otherwise disposes of any Equity Interests of any direct or indirect Restricted Subsidiary of the Company such that, after giving effect to any such sale or disposition, such Person is no longer a Restricted Subsidiary of the Company, the Company shall be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of the Investment in such Restricted Subsidiary not sold or disposed of in an amount determined as provided in Section 4.07. The acquisition by the Company or any Restricted Subsidiary of the Company of a Person that holds an Investment in a third Person shall be deemed to be an Investment by the Company or such Restricted Subsidiary in such third Person only if such Investment was made in contemplation of, or in connection with, the acquisition of such Person by the Company or such Restricted Subsidiary and the amount of any such Investment shall be determined as provided in the final paragraph of Section 4.07. "Issue Date" means the date on which $350.0 million in aggregate principal amount of the Notes were originally issued under this Indenture. "Legal Holiday" means a Saturday, a Sunday or a day on which commercial banks in The City of New York or at a place of payment are authorized or required by law, regulation or executive order to remain closed. If a payment date is a Legal Holiday at a place of payment, payment may be made at that place on the next succeeding day that is not a Legal Holiday, and no interest on such payment shall accrue for the intervening period. "Letter of Transmittal" means the letter of transmittal to be prepared by the Company and sent to all Holders of the Notes for use by such Holders in connection with the Exchange Offer. "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in and any filing of or agreement to give any financing statement under the Uniform Commercial Code (or equivalent statutes) of any jurisdiction. "Liquidated Damages" means the additional amounts (if any) payable by the Company in the event of a Registration Default under, and as defined in, the Registration Rights Agreement. 13 "Maturity" means, with respect to any Indebtedness, the date on which any principal of such Indebtedness becomes due and payable as therein or herein provided, whether at the Stated Maturity with respect to such principal or by declaration of acceleration, call for redemption or purchase or otherwise. "Moody's" means Moody's Investors Service, Inc. or any successor to the rating agency business thereof. "Net Income" means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however, (a) any gain or loss, together with any related provision for taxes on such gain or loss, realized in connection with (i) any sale of assets outside the ordinary course of business of such Person; or (ii) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and (b) any extraordinary gain or loss, together with any related provision for taxes on such extraordinary gain or loss. "Net Proceeds" means the aggregate cash proceeds, including payments in respect of deferred payment obligations (to the extent corresponding to the principal, but not the interest component, thereof) received by the Company or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (a) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result thereof; (b) taxes paid or payable as a result thereof, in each case, after taking into account any available tax credits or deductions arising therefrom and any tax sharing arrangements in connection therewith; (c) amounts required to be applied to the repayment of Indebtedness or other liabilities, secured by a Lien on the asset or assets that were the subject of such Asset Sale, or required to be paid as a result of such sale; and (d) any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP. "Non-U.S. Person" means a Person who is not a U.S. Person. "Note Guarantee" means the Guarantee by each Guarantor of the Company's payment obligations under this Indenture and on the Notes, executed pursuant to this Indenture. "Notes" means the 8 1/2% Senior Subordinated Notes due 2013 of the Company issued on the Issue Date, the Exchange Notes and the Additional Notes. The Notes shall be treated as a single class for all purposes under this Indenture. "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness. "Officer" means, with respect to any Person, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the Controller, the Secretary or any Vice-President of such Person. 14 "Officers' Certificate" means a certificate signed on behalf of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer, or the principal accounting officer of the Company, that meets the requirements of Section 12.05 hereof. "Opinion of Counsel" means an opinion from legal counsel that meets the requirements of Section 12.05 hereof. The counsel may be an employee of or counsel to the Company, any subsidiary of the Company or the Trustee. "Participant" means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the Depositary, Euroclear or Clearstream, respectively (and, with respect to The Depository Trust Company, shall include Euroclear and Clearstream). "Permitted Business" means any business conducted or proposed to be conducted by the Company and its Restricted Subsidiaries on the Issue Date and other businesses similar or reasonably related, ancillary or incidental thereto or reasonable extensions thereof. "Permitted Investments" means: (a) any Investment in the Company or in a Restricted Subsidiary of the Company; (b) any Investment in Cash Equivalents; (c) any Investment by the Company or any Restricted Subsidiary of the Company in a Person, if as a result of such Investment: (i) such Person becomes a Restricted Subsidiary of the Company; or (ii) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, the Company or a Restricted Subsidiary of the Company; (d) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with Section 4.10; (e) Investments to the extent acquired in exchange for the issuance of Equity Interests (other than Disqualified Stock) of the Company; (f) Hedging Obligations that are incurred in the ordinary course of business for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; (g) stock, obligations or securities received in satisfaction of judgments; 15 (h) Investments in securities of trade debtors or customers received pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of such trade creditors or customers or in good faith settlement of delinquent obligations of such trade debtors or customers or in compromise or resolution of litigation, arbitration or other disputes with Persons who are not Affiliates; and (i) other Investments in any Person that is not an Affiliate of the Company (other than a Restricted Subsidiary) having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (i) since the Issue Date, not to exceed $15.0 million. "Permitted Junior Securities" means (a) Equity Interests in the Company or any Guarantor or any other business entity provided for by a plan of reorganization; and (b) debt securities of the Company or any Guarantor or any other business entity provided for by a plan of reorganization that are subordinated to the payment of all Senior Debt and any debt securities issued in exchange for Senior Debt to substantially the same extent as, or to a greater extent than, the Notes and the Note Guarantees are subordinated to Senior Debt under this Indenture. "Permitted Liens" means: (a) Liens on the assets of the Company and any Guarantor securing Senior Debt that was permitted by the terms of this Indenture to be incurred; (b) Liens in favor of the Company or any Restricted Subsidiary; (c) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with the Company or any Restricted Subsidiary of the Company; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with the Company or the Restricted Subsidiary; (d) Liens on property existing at the time of acquisition thereof by the Company or any Restricted Subsidiary of the Company, provided that such Liens were in existence prior to the contemplation of such acquisition and do not extend to any property other than the property so acquired by the Company or the Restricted Subsidiary; (e) Liens existing on the Issue Date; and (f) Liens incurred in the ordinary course of business of the Company or any Restricted Subsidiary of the Company with respect to obligations that do not exceed $5.0 million at any one time outstanding. "Permitted Refinancing Indebtedness" means any Indebtedness of the Company or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of the Company or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that: 16 (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest thereon and the amount of any reasonably determined premium necessary to accomplish such refinancing and such reasonable expenses incurred in connection therewith); (b) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; (c) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the Notes or the Note Guarantees, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and is subordinated in right of payment to, the Notes on terms at least as favorable to the Holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; (d) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is pari passu in right of payment with the Notes or any Note Guarantees, such Permitted Refinancing Indebtedness is pari passu with, or subordinated in right of payment to, the Notes or such Note Guarantees; and (e) such Indebtedness is incurred either by the Company or by the Restricted Subsidiary who is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded. "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity. "preferred stock" means, with respect to any Person, any Capital Stock of such Person that has preferential rights to any other Capital Stock of such Person with respect to dividends or redemption upon liquidation. "Private Placement Legend" means the legend set forth in Section 2.06(g)(i) to be placed on all Notes issued hereunder except where otherwise permitted by this Indenture. "QIB" means a "qualified institutional buyer" as defined in Rule 144A. "Record Date" for the interest payable on any Interest Payment Date means March 15 or September 15 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. 17 "Registration Rights Agreement" means the Registration Rights Agreement, dated September 30, 2003, among the Company, the Guarantors, Banc of America Securities LLC, Citigroup Global Capital Markets Inc. and ABN AMRO Incorporated. "Regulation S" means Regulation S promulgated under the Securities Act. "Regulation S Global Note" means a Regulation S Temporary Global Note or a Regulation S Permanent Global Note, as appropriate. "Regulation S Permanent Global Note" means a permanent Global Note in the form of Exhibit A hereto bearing the Global Note Legend and the Private Placement Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Regulation S Temporary Global Note upon expiration of the Restricted Period. "Regulation S Temporary Global Note" means a temporary global Note in the form of Exhibit A hereto bearing the Global Note Legend, the Private Placement Legend and the Temporary Regulation S Legend and deposited with or on behalf of and registered in the name of the Depositary or its nominee, issued in a denomination equal to the outstanding principal amount of the Notes initially sold in reliance on Rule 903 of Regulation S. "Remington" means Remington Products Company, L.L.C. "Replacement Assets" means (a) non-current assets that shall be used or useful in a Permitted Business or (b) all or substantially all of the assets of a Permitted Business or a majority of the Voting Stock of any Person engaged in a Permitted Business that shall become on the date of acquisition thereof a Restricted Subsidiary of the Company. "Representative" means the Trustee, agent or representative for any Senior Debt. "Responsible Officer" when used with respect to the Trustee, means any officer within the Corporate Trust Administration of the Trustee (or any successor group of the Trustee) or any other officer of the Trustee customarily performing functions similar to those performed by any of the above designated officers and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of his knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Indenture. "Restricted Certificated Note" means a Certificated Note bearing the Private Placement Legend. "Restricted Global Note" means individually and collectively a 144A Global Note, a Regulation S Permanent Global Note and a Regulation S Temporary Global Note. "Restricted Investment" means an Investment other than a Permitted Investment. "Restricted Period" means the 40-day restricted period as defined in Regulation S. 18 "Restricted Subsidiary" of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. "Rule 144" means Rule 144 promulgated under the Securities Act. "Rule 144A" means Rule 144A promulgated under the Securities Act. "Rule 903" means Rule 903 promulgated under the Securities Act. "Rule 904" means Rule 904 promulgated the Securities Act. "S&P" means Standard and Poor's Rating Services or any successor to the rating agency business thereof and its successors. "Sale and Leaseback Transaction" means, with respect to any Person, any transaction involving any of the assets or properties of such Person whether now owned or hereafter acquired, whereby such Person sells or transfers such assets or properties and then or thereafter leases such assets or properties or any part thereof or any other assets or properties which such Person intends to use for substantially the same purpose or purposes as the assets or properties sold or transferred. "SEC" means the Securities and Exchange Commission. "Securities Act" means the Securities Act of 1933, as amended. "Senior Debt" means: (a) all Indebtedness of the Company or any Guarantor outstanding under Credit Facilities and all Hedging Obligations with respect thereto; (b) any other Indebtedness of the Company or any Guarantor permitted to be incurred under the terms of this Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is on a parity with or subordinated in right of payment to the Notes or any Note Guarantee; and (c) all Obligations with respect to the items listed in the preceding clauses (a) and (b). Notwithstanding anything to the contrary in the preceding paragraph, Senior Debt shall not include: (i) any liability for federal, state, local or other taxes owed or owing by the Company or any Guarantor; (ii) any Indebtedness of the Company or any Guarantor to any of their Subsidiaries or other Affiliates; (iii) any trade payables; 19 (iv) the portion of any Indebtedness that is incurred in violation of this Indenture; (v) any Indebtedness of the Company or any Guarantor that, when incurred, was without recourse to the Company or such Guarantor; or (vi) any repurchase, redemption or other obligation in respect of Disqualified Stock. "Shelf Registration Statement" means the Shelf Registration Statement as defined in the Registration Rights Agreement. "Significant Subsidiary" means any Subsidiary that would constitute a "significant subsidiary" within the meaning of Article 1 of Regulation S-X of the Securities Act. "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which such payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and shall not include any contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof. "Subsidiary" means, with respect to any specified Person: (a) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees thereof is at the time owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and any partnership (i) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (ii) the only general partners of which are such Person or one or more Subsidiaries of such Person (or any combination thereof). "Temporary Regulation S Legend" means the legend set forth in Section 2.06(h), which is required to be placed on the Regulation S Temporary Global Note. "TIA" means the Trust Indenture Act of 1939, as amended (15 U.S.C. Sections 77aaa-77bbbb) as in effect on the date on which this Indenture is qualified under the TIA. "Trustee" means the party named as such in the preamble to this Indenture until a successor replaces it in accordance with this Indenture and thereafter means the successor serving hereunder. "Unrestricted Certificated Note" means one or more Certificated Notes that do not bear and are not required to bear the Private Placement Legend. "Unrestricted Global Note" means a permanent global Note in the form of Exhibit A attached hereto that bears the Global Note Legend and that has the "Schedule of Exchanges of Interests in the Global Note" attached thereto, and that is deposited with or on behalf of and registered in the name of the Depositary, representing a series of Notes that do not bear the Private Placement Legend. 20 "Unrestricted Subsidiary" means any Subsidiary of the Company that is designated by the Board of Directors of the Company as an Unrestricted Subsidiary pursuant to a Board Resolution in compliance with Section 4.16 and any Subsidiary of such Subsidiary. "U.S. Person" means a U.S. person as defined in Rule 902(o) under the Securities Act. "VARTA" means Varta Geratebatterie GmbH and its successors or assignees. "VARTA Joint Venture Agreement" means the agreement among VARTA AG, the Company and ROV German Limited GmbH dated July 28, 2002, as amended. "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person. "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (a) the sum of the products obtained by multiplying (i) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof, by (ii) the number of years (calculated to the nearest one-twelfth) that shall elapse between such date and the making of such payment; by (b) the then outstanding principal amount of such Indebtedness. "Wholly Owned Restricted Subsidiary" of any specified Person means a Restricted Subsidiary of such Person all of the outstanding Capital Stock or other ownership interests of which (other than directors' qualifying shares or Investments by foreign nationals mandated by applicable law) shall at the time be owned by such Person or by one or more Wholly Owned Restricted Subsidiaries of such Person and one or more Wholly Owned Restricted Subsidiaries of such Person. Section 1.02. Other Definitions.

DEFINED IN TERM SECTION ---- ---------- "Affiliate Transaction"........................................... 4.11 "Asset Sale Offer"................................................ 4.10 "Authentication Order"............................................ 2.02 "Change of Control Offer"......................................... 4.14 "Change of Control Payment"....................................... 4.14 "Change of Control Payment Date".................................. 4.14 "Company" Preamble "Covenant Defeasance"............................................. 8.03 "DTC"............................................................. 2.03 "Event of Default"................................................ 6.01 "Excess Proceeds"................................................. 4.10 "Legal Defeasance"................................................ 8.02 "Offer Amount".................................................... 3.09 "Offer Period".................................................... 3.09

21

DEFINED IN TERM SECTION ---- ---------- "Paying Agent".................................................... 2.03 "Payment Blockage Notice"......................................... 10.03 "Permitted Debt".................................................. 4.09 "Purchase Date"................................................... 3.09 "Registrar"....................................................... 2.03 "Repurchase Offer"................................................ 3.09 "Restricted Payments"............................................. 4.07

Section 1.03. Incorporation by Reference of Trust Indenture Act. The mandatory provisions of the TIA that are required to be a part of and govern indentures qualified under the TIA are incorporated by reference in and are a part of this Indenture, whether or not this Indenture is so qualified. Whenever this Indenture refers to a provision of the TIA, the provision is incorporated by reference in and made a part of this Indenture. The following TIA terms used in this Indenture have the following meanings: "indenture securities" means the Notes; "indenture security Holder" means a Holder of a Note; "indenture to be qualified" means this Indenture; "indenture trustee" or "institutional trustee" means the Trustee; and "obligor" on the Notes means the Company and any successor obligor upon the Notes. All other terms used in this Indenture that are defined by the TIA, defined by TIA reference to another statute or defined by SEC rule under the TIA have the meanings so assigned to them. Section 1.04. Rules of Construction. Unless the context otherwise requires: (a) a term has the meaning assigned to it; (b) "or" is not exclusive; (c) "including" or "include" means including or include without limitation; (d) words in the singular include the plural and words in the plural include the singular; (e) the words "herein," "hereof" and "hereunder" and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section, clause or other subdivision; 22 (f) "$," "U.S. Dollars" and "United States Dollars" each refer to United States dollars, or such other money of the United States that at the time of payment is legal tender for payment of public and private debts; (g) provisions apply to successive events and transactions; (h) references to sections of or rules under the Securities Act shall be deemed to include substitute, replacement or successor sections or rules adopted by the SEC from time to time; and (i) unless the context otherwise requires, any reference to an "Article" or a "Section" refers to an Article or a Section, as the case may be, of this Indenture. ARTICLE 2 THE NOTES Section 2.01. Form and Dating. (a) General. The Notes and the Trustee's certificate of authentication shall be substantially in the form of Exhibit A hereto. The Notes may have notations, legends or endorsements required by law, stock exchange rule or usage. Each Note shall be dated the date of its authentication. The Notes shall be issued in registered, global form and shall be in denominations of $1,000 and integral multiples of $1,000 in excess thereof. The terms and provisions contained in the Notes shall constitute, and are hereby expressly made, a part of this Indenture and the Company, the Guarantors and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby. However, to the extent any provision of any Note conflicts with this Indenture, this Indenture shall govern and be controlling. (b) Global Notes. Notes issued in global form shall be substantially in the form of Exhibit A attached hereto (including the Global Note Legend thereon and the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Notes issued in definitive form shall be substantially in the form of Exhibit A attached hereto (but without the Global Note Legend thereon and without the "Schedule of Exchanges of Interests in the Global Note" attached thereto). Each Global Note shall represent such of the outstanding Notes as shall be specified therein and each shall provide that it shall represent the aggregate principal amount of outstanding Notes from time to time endorsed thereon and that the aggregate principal amount of outstanding Notes represented thereby may from time to time be reduced or increased, as appropriate, to reflect exchanges and redemptions. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the aggregate principal amount of outstanding Notes represented thereby shall be made by the Trustee, in accordance with instructions given by the Holder thereof as required by Section 2.06 hereof. (c) Temporary Global Notes. Notes offered and sold in reliance on Regulation S shall be issued initially in the form of the Regulation S Temporary Global Note, 23 which shall be deposited on behalf of the purchasers of the Notes represented thereby with the Trustee, as custodian for The Depository Trust Company in New York, New York, and registered in the name of the Depositary or the nominee of the Depositary for the accounts of designated agents holding on behalf of Euroclear or Clearstream, duly executed by the Company and authenticated by the Trustee as hereinafter provided. The Restricted Period shall be terminated upon the receipt by the Trustee of (i) a written certificate from Euroclear and Clearstream certifying that they have received certification of non-United States beneficial ownership of 100% of the aggregate principal amount of the Regulation S Temporary Global Note (except to the extent of any Beneficial Owners thereof who acquired an interest therein during the Restricted Period pursuant to another exemption from registration under the Securities Act and who shall take delivery of a beneficial ownership interest in a 144A Global Note bearing a Private Placement Legend, all as contemplated by Section 2.06(b)(ii) hereof), and (ii) an Officers' Certificate from the Company. Following the termination of the Restricted Period, beneficial interests in the Regulation S Temporary Global Note shall be exchanged for beneficial interests in Regulation S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously with the authentication of Regulation S Permanent Global Notes, the Trustee shall cancel the Regulation S Temporary Global Note. The aggregate principal amount of the Regulation S Temporary Global Note and the Regulation S Permanent Global Notes may from time to time be increased or decreased by adjustments made on the records of the Trustee and the Depositary or its nominee, as the case may be, in connection with transfers of interest as hereinafter provided. (d) Euroclear and Clearstream Procedures Applicable. The provisions of the "Operating Procedures of the Euroclear System" and "Terms and Conditions Governing Use of Euroclear" and the "General Terms and Conditions of Clearstream Banking" and "Customer Handbook" of Clearstream shall be applicable to transfers of beneficial interests in the Regulation S Global Notes that are held by Participants through Euroclear or Clearstream. Section 2.02. Execution and Authentication. One Officer shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time a Note is authenticated, the Note shall nevertheless be valid. A Note shall not be valid until authenticated by the manual signature of the Trustee. The signature shall be conclusive evidence that the Note has been authenticated under this Indenture. The aggregate principal amount of Notes which may be authenticated and delivered under this Indenture is unlimited. The Trustee shall, upon a written order of the Company signed by one Officer (an "Authentication Order"), authenticate Notes for original issue up to the aggregate principal amount authorized pursuant to this Indenture. The Trustee may appoint an authenticating agent acceptable to the Company to authenticate Notes. An authenticating agent may authenticate Notes whenever the Trustee may 24 do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as an Agent to deal with Holders or an Affiliate of the Company. Section 2.03. Registrar and Paying Agent. The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange ("Registrar") and an office or agency where Notes may be presented for payment ("Paying Agent"). The Registrar shall keep a register of the Notes and of their transfer and exchange. The Company may appoint one or more co-registrars and one or more additional paying agents. The term "Registrar" includes any co-registrar and the term "Paying Agent" includes any additional paying agent. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company shall promptly notify the Trustee in writing of the name and address of any Agent not a party to this Indenture. If the Company fails to appoint or maintain another entity as Registrar or Paying Agent, the Trustee shall act as such. The Company or any of its Subsidiaries may act as Paying Agent or Registrar. The Company initially appoints The Depository Trust Company ("DTC") to act as Depositary with respect to the Global Notes. The Company initially appoints the Trustee to act as the Registrar and Paying Agent and to act as Custodian with respect to the Global Notes. Section 2.04. Paying Agent to Hold Money in Trust. The Company shall require each Paying Agent other than the Trustee to agree in writing that the Paying Agent shall hold in trust for the benefit of Holders or the Trustee all money held by the Paying Agent for the payment of principal, premium, if any, or Liquidated Damages, if any, or interest on the Notes, and shall notify the Trustee of any default by the Company in making any such payment. While any such default continues, the Trustee may require a Paying Agent to pay all money held by it to the Trustee. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee. Upon payment over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary thereof) shall have no further liability for the money. If the Company or a Subsidiary thereof acts as Paying Agent, it shall segregate and hold in a separate trust fund for the benefit of the Holders all money held by it as Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the Company, the Trustee shall serve as Paying Agent for the Notes. Section 2.05. Holder Lists. The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of all Holders and shall otherwise comply with TIA Section 312(a). If the Trustee is not the Registrar, the Company shall furnish to the Trustee at least seven Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of the Holders of Notes and the Company shall otherwise comply with TIA Section 312(a). Section 2.06. Transfer and Exchange. (a) Transfer and Exchange of Global Notes. A Global Note may not be transferred as a whole except by the Depositary to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or to another nominee of the 25 Depositary, by the Depositary or any such nominee to a successor Depositary or a nominee of such successor Depositary. All Global Notes shall be exchanged by the Company for Certificated Notes if (i) the Company delivers to the Trustee notice from the Depositary that it is unwilling or unable to continue to act as Depositary or that it is no longer a clearing agency registered under the Exchange Act and, in either case, a successor Depositary is not appointed by the Company within 120 days after the date of such notice from the Depositary or (ii) the Company in its sole discretion determines that the Global Notes (in whole but not in part) should be exchanged for Certificated Notes and delivers a written notice to such effect to the Trustee; provided that in no event shall the Regulation S Temporary Global Note be exchanged by the Company for Certificated Notes prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act or (iii) there shall have occurred and be continuing a Default or Event of Default with respect to the Notes. Upon the occurrence of any of the preceding events in (i), (ii) or (iii) above, Certificated Notes shall be issued in such names as the Depositary shall instruct the Trustee. Global Notes also may be exchanged or replaced, in whole or in part, as provided in Sections 2.07, 2.10 and 2.11 hereof. Every Note authenticated and delivered in exchange for, or in lieu of, a Global Note or any portion thereof, pursuant to this Section 2.06 or Section 2.07, 2.10 or 2.11 hereof, shall be authenticated and delivered in the form of, and shall be, a Global Note. A Global Note may not be exchanged for another Note other than as provided in this Section 2.06(a), however, beneficial interests in a Global Note may be transferred and exchanged as provided in Section 2.06(b), (c) or (f) hereof. (b) Transfer and Exchange of Beneficial Interests in the Global Notes. The transfer and exchange of beneficial interests in the Global Notes shall be effected through the Depositary, in accordance with this Indenture and the Applicable Procedures. Beneficial interests in the Restricted Global Notes shall be subject to restrictions on transfer comparable to those set forth herein to the extent required by the Securities Act. Transfers of beneficial interests in the Global Notes also shall require compliance with either subparagraph (i) or (ii) below, as applicable, as well as one or more of the other following subparagraphs, as applicable: (i) Transfer of Beneficial Interests in the Same Global Note. Beneficial interests in any Restricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in the same Restricted Global Note in accordance with the transfer restrictions set forth in the Private Placement Legend; provided, however, that prior to the expiration of the Restricted Period, transfers of beneficial interests in the Regulation S Temporary Global Note may not be made to a U.S. Person or for the account or benefit of a U.S. Person (other than an Initial Purchaser). Beneficial interests in any Unrestricted Global Note may be transferred to Persons who take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note. No written orders or instructions shall be required to be delivered to the Registrar to effect the transfers described in this Section 2.06(b)(i). (ii) All Other Transfers and Exchanges of Beneficial Interests in Global Notes. In connection with all transfers and exchanges of beneficial interests that are not subject to Section 2.06(b)(i) above, the transferor of such beneficial interest shall deliver to the Registrar either (A) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the 26 Depositary to credit or cause to be credited a beneficial interest in the Global Note in an amount equal to the beneficial interest to be transferred or exchanged and instructions given in accordance with the Applicable Procedures containing information regarding the Participant account to be credited with such increase or (B) a written order from a Participant or an Indirect Participant given to the Depositary in accordance with the Applicable Procedures directing the Depositary to cause to be issued a Certificated Note in an amount equal to the beneficial interest to be transferred or exchanged and instructions given by the Depositary to the Registrar containing information regarding the Person in whose name such Certificated Note shall be registered to effect the transfer or exchange referred to in (A) above; provided that in no event shall Certificated Notes be issued upon the transfer or exchange of beneficial interests in the Regulation S Temporary Global Note prior to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903 under the Securities Act. Upon consummation of an Exchange Offer by the Company in accordance with Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii) shall be deemed to have been satisfied upon receipt by the Registrar of the instructions contained in the Letter of Transmittal delivered by the Holder of such beneficial interests in the Restricted Global Notes. Upon satisfaction of all of the requirements for transfer or exchange of beneficial interests in Global Notes contained in this Indenture and the Notes or otherwise applicable under the Securities Act, the Trustee shall adjust the principal amount of the relevant Global Note(s) pursuant to Section 2.06(h) hereof. (iii) Transfer of Beneficial Interests to Another Restricted Global Note. A beneficial interest in any Restricted Global Note may be transferred to a Person who takes delivery thereof in the form of a beneficial interest in another Restricted Global Note if the transfer complies with the requirements of Section 2.06(b)(ii) above and the Registrar receives the following: (A) if the transferee shall take delivery in the form of a beneficial interest in the 144A Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; and (B) if the transferee shall take delivery in the form of a beneficial interest in the Regulation S Global Note, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof. (iv) Transfer and Exchange of Beneficial Interests in a Restricted Global Note for Beneficial Interests in the Unrestricted Global Note. A beneficial interest in any Restricted Global Note may be exchanged by any holder thereof for a beneficial interest in an Unrestricted Global Note or transferred to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note if the exchange or transfer complies with the requirements of Section 2.06(b)(ii) above and: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the holder of the beneficial interest to be transferred, in the case of an exchange, or the transferee, 27 in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(a) thereof; or (2) if the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a beneficial interest in an Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. If any such transfer is effected pursuant to subparagraph (B) or (D) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the aggregate principal amount of beneficial interests transferred pursuant to subparagraph (B) or (D) above. Beneficial interests in an Unrestricted Global Note cannot be exchanged for, or transferred to Persons who take delivery thereof in the form of, a beneficial interest in a Restricted Global Note. (c) Transfer or Exchange of Beneficial Interests for Certificated Notes. (i) Beneficial Interests in Restricted Global Notes to Restricted Certificated Notes. If any Holder of a beneficial interest in a Restricted Global Note proposes to 28 exchange such beneficial interest for a Restricted Certificated Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Restricted Certificated Note, then, upon receipt by the Registrar of the following documentation: (A) if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Restricted Certificated Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(a) thereof; (B) if such beneficial interest is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; (C) if such beneficial interest is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; (D) if such beneficial interest is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; (E) if such beneficial interest is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or (F) if such beneficial interest is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Certificated Note in the appropriate principal amount. Any Certificated Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be registered in such name or names and in such authorized denomination or denominations as the holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Certificated Notes to the Persons in whose names such Notes are so registered. Any Certificated Note issued in exchange for a beneficial interest in a Restricted Global Note pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and shall be subject to all restrictions on transfer contained therein. (ii) Beneficial Interests in Regulation S Temporary Global Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and (C), a beneficial interest in the Regulation S Temporary Global Note may not be exchanged for a Certificated Note or transferred to a Person who takes delivery thereof in the form of a Certificated Note prior 29 to (x) the expiration of the Restricted Period and (y) the receipt by the Registrar of any certificates required pursuant to Rule 903(b)(3)(ii)(B) under the Securities Act, except in the case of a transfer pursuant to an exemption from the registration requirements of the Securities Act other than Rule 903 or Rule 904. (iii) Beneficial Interests in Restricted Global Notes to Unrestricted Certificated Notes. A Holder of a beneficial interest in a Restricted Global Note may exchange such beneficial interest for an Unrestricted Certificated Note or may transfer such beneficial interest to a Person who takes delivery thereof in the form of an Unrestricted Certificated Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder of such beneficial interest, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such beneficial interest in a Restricted Global Note proposes to exchange such beneficial interest for a Certificated Note that does not bear the Private Placement Legend, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(b) thereof; or (2) if the Holder of such beneficial interest in a Restricted Global Note proposes to transfer such beneficial interest to a Person who shall take delivery thereof in the form of a Certificated Note that does not bear the Private Placement Legend, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. (iv) Beneficial Interests in Unrestricted Global Notes to Unrestricted Certificated Notes. If any Holder of a beneficial interest in an Unrestricted Global Note 30 proposes to exchange such beneficial interest for a Certificated Note or to transfer such beneficial interest to a Person who takes delivery thereof in the form of a Certificated Note, then, upon satisfaction of the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee shall cause the aggregate principal amount of the applicable Global Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the Company shall execute and the Trustee shall authenticate and deliver to the Person designated in the instructions a Certificated Note in the appropriate principal amount. Any Certificated Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall be registered in such name or names and in such authorized denomination or denominations as the Holder of such beneficial interest shall instruct the Registrar through instructions from the Depositary and the Participant or Indirect Participant. The Trustee shall deliver such Certificated Notes to the Persons in whose names such Notes are so registered. Any Certificated Note issued in exchange for a beneficial interest pursuant to this Section 2.06(c)(iv) shall not bear the Private Placement Legend. (d) Transfer and Exchange of Certificated Notes for Beneficial Interests. (i) Restricted Certificated Notes to Beneficial Interests in Restricted Global Notes. If any Holder of a Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note or to transfer such Restricted Certificated Note to a Person who takes delivery thereof in the form of a beneficial interest in a Restricted Global Note, then, upon receipt by the Registrar of the following documentation: (A) if the Holder of such Restricted Certificated Note proposes to exchange such Note for a beneficial interest in a Restricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (2)(b) thereof; (B) if such Restricted Certificated Note is being transferred to a QIB in accordance with Rule 144A under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (1) thereof; (C) if such Restricted Certificated Note is being transferred to a Non-U.S. Person in an offshore transaction in accordance with Rule 903 or Rule 904 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (2) thereof; (D) if such Restricted Certificated Note is being transferred pursuant to an exemption from the registration requirements of the Securities Act in accordance with Rule 144 under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(a) thereof; (E) if such Restricted Certificated Note is being transferred to the Company or any of its Subsidiaries, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(b) thereof; or 31 (F) if such Restricted Certificated Note is being transferred pursuant to an effective registration statement under the Securities Act, a certificate to the effect set forth in Exhibit B hereto, including the certifications in item (3)(c) thereof, the Trustee shall cancel the Restricted Certificated Note, increase or cause to be increased the aggregate principal amount of, in the case of clause (A) above, the appropriate Restricted Global Note, in the case of clause (B) above, the 144A Global Note, and in the case of clause (C) above, the Regulation S Global Note. (ii) Restricted Certificated Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of a Restricted Certificated Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Restricted Certificated Note to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note only if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such Certificated Notes proposes to exchange such Notes for a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(c) thereof; or (2) if the Holder of such Certificated Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of a beneficial interest in the Unrestricted Global Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (D), if the Registrar so requests or if the Applicable Procedures so require, an Opinion of Counsel in form reasonably acceptable to the Registrar to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on 32 transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. Upon satisfaction of the conditions of any of the subparagraphs in this Section 2.06(d)(ii), the Trustee shall cancel the Certificated Notes and increase or cause to be increased the aggregate principal amount of the Unrestricted Global Note. (iii) Unrestricted Certificated Notes to Beneficial Interests in Unrestricted Global Notes. A Holder of an Unrestricted Certificated Note may exchange such Note for a beneficial interest in an Unrestricted Global Note or transfer such Certificated Notes to a Person who takes delivery thereof in the form of a beneficial interest in an Unrestricted Global Note at any time. Upon receipt of a request for such an exchange or transfer, the Trustee shall cancel the applicable Unrestricted Certificated Note and increase or cause to be increased the aggregate principal amount of one of the Unrestricted Global Notes. If any such exchange or transfer from a Certificated Note to a beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or (iii) above at a time when an Unrestricted Global Note has not yet been issued, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02 hereof, the Trustee shall authenticate one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of Certificated Notes so transferred. (e) Transfer and Exchange of Certificated Notes for Certificated Notes. Upon request by a Holder of Certificated Notes and such Holder's compliance with this Section 2.06(e), the Registrar shall register the transfer or exchange of Certificated Notes. Prior to such registration of transfer or exchange, the requesting Holder shall present or surrender to the Registrar the Certificated Notes duly endorsed or accompanied by a written instruction of transfer in form satisfactory to the Registrar duly executed by such Holder or by his attorney, duly authorized in writing. In addition, the requesting Holder shall provide any additional certifications, documents and information, as applicable, required pursuant to the following clauses of this Section 2.06(e). (i) Restricted Certificated Notes to Restricted Certificated Notes. Any Restricted Certificated Note may be transferred to and registered in the name of Persons who take delivery thereof in the form of a Restricted Certificated Note if the Registrar receives the following: (A) if the transfer shall be made pursuant to Rule 144A under the Securities Act, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (1) thereof; (B) if the transfer shall be made pursuant to Rule 903 or Rule 904, then the transferor must deliver a certificate in the form of Exhibit B hereto, including the certifications in item (2) thereof; and (C) if the transfer shall be made pursuant to any other exemption from the registration requirements of the Securities Act, then the transferor must deliver 33 a certificate in the form of Exhibit B hereto, including the certifications, certificates and Opinion of Counsel required by item (3) thereof, if applicable. (ii) Restricted Certificated Notes to Unrestricted Certificated Notes. Any Restricted Certificated Note may be exchanged by the Holder thereof for an Unrestricted Certificated Note or transferred to a Person or Persons who take delivery thereof in the form of an Unrestricted Certificated Note if: (A) such exchange or transfer is effected pursuant to the Exchange Offer in accordance with the Registration Rights Agreement and the Holder, in the case of an exchange, or the transferee, in the case of a transfer, certifies in the applicable Letter of Transmittal that it is not (1) a Broker-Dealer, (2) a Person participating in the distribution of the Exchange Notes or (3) a Person who is an affiliate (as defined in Rule 144) of the Company; (B) any such transfer is effected pursuant to the Shelf Registration Statement in accordance with the Registration Rights Agreement; (C) any such transfer is effected by a Broker-Dealer pursuant to the Exchange Offer Registration Statement in accordance with the Registration Rights Agreement; or (D) the Registrar receives the following: (1) if the Holder of such Restricted Certificated Notes proposes to exchange such Notes for an Unrestricted Certificated Note, a certificate from such Holder in the form of Exhibit C hereto, including the certifications in item (1)(d) thereof; or (2) if the Holder of such Restricted Certificated Notes proposes to transfer such Notes to a Person who shall take delivery thereof in the form of an Unrestricted Certificated Note, a certificate from such Holder in the form of Exhibit B hereto, including the certifications in item (4) thereof; and, in each such case set forth in this subparagraph (D), if the Registrar so requests, an Opinion of Counsel in form reasonably acceptable to the Company to the effect that such exchange or transfer is in compliance with the Securities Act and that the restrictions on transfer contained herein and in the Private Placement Legend are no longer required in order to maintain compliance with the Securities Act. (iii) Unrestricted Certificated Notes to Unrestricted Certificated Notes. A Holder of Unrestricted Certificated Notes may transfer such Notes to a Person who takes delivery thereof in the form of an Unrestricted Certificated Note. Upon receipt of a request to register such a transfer, the Registrar shall register the Unrestricted Certificated Notes pursuant to the instructions from the Holder thereof. 34 (f) Exchange Offer. Upon the occurrence of the Exchange Offer in accordance with the Registration Rights Agreement, the Company shall issue and, upon receipt of an Authentication Order in accordance with Section 2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes in an aggregate principal amount equal to the principal amount of the beneficial interests in the Restricted Global Notes tendered for acceptance by Persons that certify in the applicable Letters of Transmittal that (x) they are not Broker-Dealers, (y) they are not participating in a distribution of the Exchange Notes and (z) they are not affiliates (as defined in Rule 144) of the Company, and accepted for exchange in the Exchange Offer and (ii) Certificated Notes in an aggregate principal amount equal to the principal amount of the Restricted Certificated Notes accepted for exchange in the Exchange Offer. Concurrently with the issuance of such Notes, the Trustee shall cause the aggregate principal amount of the applicable Restricted Global Notes to be reduced accordingly, and the Company shall execute and the Trustee shall authenticate and deliver to the Persons designated by the Holders of Certificated Notes so accepted Certificated Notes in the appropriate principal amount. Any Notes that remain outstanding after the consummation of the Exchange Offer, and Exchange Notes issued in connection with the Exchange Offer, shall be treated as a single class of securities under this Indenture. (g) Legends. The following legends shall appear on the face of Global Notes and Certificated Notes issued under this Indenture as specified in this Indenture. (i) Private Placement Legend. (A) Except as permitted by subparagraph (B) below, each Global Note and each Certificated Note (and all Notes issued in exchange therefor or substitution thereof) shall bear the legend in substantially the following form: "THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON OF THIS NOTE) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO 35 RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRANSFER AGENT. THIS LEGEND SHALL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE." (B) Notwithstanding the foregoing, any Global Note or Certificated Note issued pursuant to subparagraph (b)(iv), (c)(iii), (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this Section 2.06 (and all Notes issued in exchange therefor or substitution thereof) shall not bear the Private Placement Legend. (ii) Global Note Legend. Each Global Note shall bear a legend in substantially the following form: "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY." 36 (h) Regulation S Temporary Global Note Legend. Each Regulation S Temporary Global Note shall bear a legend in substantially the following form: "THE NOTE IS A TEMPORARY REGULATION S GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. EXCEPT IN THE CIRCUMSTANCES DESCRIBED IN SECTION 2.06 OF THE INDENTURE, NO TRANSFER OR EXCHANGE OF AN INTEREST IN THIS TEMPORARY GLOBAL NOTE MAY BE MADE FOR AN INTEREST IN THE RESTRICTED GLOBAL NOTE. NO EXCHANGE OF AN INTEREST IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY BE MADE FOR AN INTEREST IN THE PERMANENT REGULATION S GLOBAL NOTE EXCEPT (A) ON OR AFTER THE TERMINATION OF THE DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) AND (B) UPON DELIVERY OF THE OWNER SECURITIES CERTIFICATION AND THE TRANSFEREE SECURITIES CERTIFICATION RELATING TO SUCH INTEREST IN ACCORDANCE WITH THE TERMS OF THE INDENTURE. UNTIL 40 DAYS AFTER THE COMMENCEMENT OF THE OFFERING OF THE NOTES, AN OFFER OR SALE OF THE NOTES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES ACT OF 1933, AS AMENDED) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED." (i) Cancellation and/or Adjustment of Global Notes. At such time as all beneficial interests in a particular Global Note have been exchanged for Certificated Notes or a particular Global Note has been redeemed, repurchased or canceled in whole and not in part, each such Global Note shall be returned to or retained and canceled by the Trustee in accordance with Section 2.12 hereof. At any time prior to such cancellation, if any beneficial interest in a Global Note is exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note or for Certificated Notes, the principal amount of Notes represented by such Global Note shall be reduced accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such reduction; and if the beneficial interest is being exchanged for or transferred to a Person who shall take delivery thereof in the form of a beneficial interest in another Global Note, such other Global Note shall be increased accordingly and an endorsement shall be made on such Global Note by the Trustee or by the Depositary at the direction of the Trustee to reflect such increase. 37 (j) General Provisions Relating to Transfers and Exchanges. (i) To permit registrations of transfers and exchanges, the Company shall execute and the Trustee shall authenticate Global Notes and Certificated Notes upon the Company's order or at the Registrar's request. (ii) No service charge shall be made to a holder of a beneficial interest in a Global Note or to a Holder of a Certificated Note for any registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any transfer tax or similar governmental charge payable in connection therewith (other than any such transfer taxes or similar governmental charge payable upon exchange or transfer pursuant to Sections 2.11, 3.06, 3.09, 4.10, 4.14 and 9.05 hereof). (iii) The Registrar shall not be required to register the transfer of or exchange any Note selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part. (iv) All Global Notes and Certificated Notes issued upon any registration of transfer or exchange of Global Notes or Certificated Notes shall be the valid and legally binding obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Global Notes or Certificated Notes surrendered upon such registration of transfer or exchange. (v) The Company shall not be required (A) to issue, to register the transfer of or to exchange any Notes during a period beginning at the opening of business 15 days before the day of any selection of Notes for redemption under Section 3.02 hereof and ending at the close of business on the day of selection, (B) to register the transfer of or to exchange any Note so selected for redemption in whole or in part, except the unredeemed portion of any Note being redeemed in part or (C) to register the transfer of or to exchange a Note between a record date and the next succeeding Interest Payment Date. (vi) Prior to due presentment for the registration of a transfer of any Note, the Trustee, any Agent and the Company may deem and treat the Person in whose name any Note is registered as the absolute owner of such Note for the purpose of receiving payment of principal of and interest on such Notes and for all other purposes, and none of the Trustee, any Agent or the Company shall be affected by notice to the contrary. (vii) The Trustee shall authenticate Global Notes and Certificated Notes in accordance with Section 2.02 hereof. (viii) All certifications, certificates and Opinions of Counsel required to be submitted to the Registrar pursuant to this Section 2.06 to effect a registration of transfer or exchange may be submitted by facsimile. Section 2.07. Replacement Notes. If any mutilated Note is surrendered to the Trustee or the Company and the Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Note, the Company shall issue and the Trustee, upon receipt of an Authentication Order, shall authenticate a replacement Note if the Trustee's requirements are met. If required by the Trustee or the Company, an indemnity bond must be supplied by the 38 Holder that is sufficient in the judgment of the Trustee and the Company to protect the Company, the Trustee, any Agent and any authenticating agent from any loss that any of them may suffer if a Note is replaced. The Company may charge for its expenses in replacing a Note. Every replacement Note issued pursuant to this Section 2.07 is an additional obligation of the Company and shall be entitled to all of the benefits of this Indenture equally and proportionately with all other Notes duly issued hereunder. Section 2.08. Outstanding Notes. The Notes outstanding at any time are all the Notes authenticated by the Trustee except for those canceled by it, those delivered to it for cancellation, those reductions in the interest in a Global Note effected by the Trustee in accordance with this Indenture, and those described in this Section as not outstanding. Except as set forth in Section 2.09 hereof, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note; however, Notes held by the Company or a Subsidiary of the Company shall not be deemed to be outstanding for purposes of Section 3.07(b) hereof. If a Note is replaced pursuant to Section 2.07 hereof, it ceases to be outstanding unless the Trustee receives proof satisfactory to it that the replaced Note is held by a bona fide purchaser or protected purchaser. If the principal amount of any Note is considered paid under Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to accrue. If the Paying Agent (other than the Company, a Subsidiary or an Affiliate of any of the foregoing) holds, on a redemption date or maturity date, money sufficient to pay Notes payable on that date in full, then on and after that date such Notes shall be deemed to be no longer outstanding and shall cease to accrue interest. Section 2.09. Treasury Notes. In determining whether the Holders of the required principal amount of the Notes have concurred in any direction, waiver or consent, Notes owned by the Company, any direct or indirect Subsidiary of the Company or any Affiliate of the Company shall be considered as though not outstanding, except that for the purposes of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes that the Trustee knows are so owned shall be so disregarded. Notes so owned which have been pledged in good faith shall not be disregarded if the pledgee establishes to the satisfaction of the Trustee the pledgee's right to deliver any such direction, waiver or consent with respect to the Notes and that the pledgee is not the Company or any obligor upon the Notes or any Affiliate of the Company or of such other obligor. Section 2.10. Certificated Notes. (a) A Global Note deposited with the Depositary or other custodian for the Depositary pursuant to Section 2.01 shall be transferred to the beneficial owners thereof in the form of certificated Notes only if such transfer complies with Section 2.06 and (i) the Depositary notifies the Company that it is unwilling or unable to continue as the Depositary for such Global Note, or if at any time the Depositary ceases to be a "clearing agency" registered under the Exchange Act and a successor depositary is not appointed by the Company within 90 days of the earlier of such notice or the Company becoming aware of 39 such cessation, or (ii) the Company, at its option, executes and delivers to the Trustee a notice that such Global Note be so transferable, registrable and exchangeable, or (iii) a Default or an Event of Default has occurred and is continuing with respect to the Notes and the Registrar has received a request for such transfer from either the Depositary or a Person with a beneficial interest in such Notes or (iv) the issuance of such certificated Notes is necessary in order for a Holder or beneficial owner to present its Note or Notes to a Paying Agent in order to avoid any tax that is imposed on or with respect to a payment made to such Holder or beneficial owner and the Holder or beneficial owner (through the Depositary) so certifies to the Company and the Trustee. Notice of any such transfer shall be given by the Company in accordance with the provisions of Section 12.02. (b) Any Global Note that is transferable to the beneficial owners thereof in the form of certificated Notes pursuant to this Section 2.10 shall be surrendered by the Depositary to the Transfer Agent, to be so transferred, in whole or from time to time in part, without charge, and the Trustee shall authenticate and deliver, upon such transfer of each portion of such Global Note, an equal aggregate principal amount of Notes of authorized denominations in the form of certificated Notes. (c) In connection with the exchange of an entire Global Note for certificated Notes pursuant to this Section 2.10, such Global Note shall be deemed to be surrendered to the Trustee for cancellation, and the Company shall execute, and the Trustee shall authenticate and deliver, to each beneficial owner identified by the Depositary in exchange for its beneficial interest in such Global Note, an equal aggregate principal amount of certificated Notes. In the event that such certificated Notes are not issued to each beneficial owner promptly after the Registrar has received a request from the Depositary or (through the Depositary) a beneficial owner to issue such certificated Notes, the Company expressly acknowledges, with respect to the right of any Holder to pursue a remedy pursuant to Article Six hereof, the right of any beneficial owner of Notes to pursue such remedy with respect to the portion of the Global Note that represents such beneficial owner's Notes as if such certificated Notes had been issued. (d) Any portion of a Global Note transferred or exchanged pursuant to this Section 2.10 shall be executed, authenticated and delivered only in registered form in denominations of $1,000 and any integral multiple thereof and registered in such names as the Depositary shall direct. Subject to the foregoing, a Global Note is not exchangeable except for a Global Note of like denomination to be registered in the name of the Depositary or its nominee. In the event that a Global Note becomes exchangeable for certificated Notes, payment of principal, premium, if any, and Liquidated Damages, if any, and interest on the certificated Notes will be payable, and the transfer of the certificated Notes will be registrable, at the office or agency of the Company maintained for such purposes in accordance with Section 2.03. (e) In the event of the occurrence of any of the events specified in Section 2.10(a), the Company will promptly make available to the Trustee a reasonable supply of certificated Notes in definitive, fully registered form without interest coupons. Section 2.11. Temporary Notes. Until certificates representing Notes are ready for delivery, the Company may prepare and the Trustee, upon receipt of an Authentication Order, shall authenticate temporary Notes. Temporary Notes shall be substantially in the form of 40 certificated Notes but may have variations that the Company considers appropriate for temporary Notes and as shall be reasonably acceptable to the Trustee. Without unreasonable delay, the Company shall prepare and the Trustee shall authenticate definitive Notes in exchange for temporary Notes. Holders of temporary Notes shall be entitled to all of the benefits of this Indenture. Section 2.12. Cancellation. The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment, replacement or cancellation and shall dispose of such canceled Notes in its customary manner (subject to record retention requirements of the Exchange Act). Subject to Section 2.07, the Company may not issue new Notes to replace Notes that it has paid or that have been delivered to the Trustee for cancellation. Section 2.13. Defaulted Interest. If the Company defaults in a payment of interest on the Notes, it shall pay the defaulted interest in any lawful manner plus, to the extent lawful, interest payable on the defaulted interest, to the Persons who are Holders on a subsequent special record date, in each case at the rate provided in the Notes and in Section 4.01 hereof. The Company shall notify the Trustee in writing of the amount of defaulted interest proposed to be paid on each Note and the date of the proposed payment. The Company shall fix or cause to be fixed each such special record date and payment date, provided that no such special record date shall be less than 10 days prior to the related payment date for such defaulted interest. At least 15 days before the special record date, the Company (or, upon the written request of the Company, the Trustee in the name and at the expense of the Company) shall mail or cause to be mailed to Holders a notice that states the special record date, the related payment date and the amount of such interest to be paid. Section 2.14. CUSIP and ISIN Numbers. The Company in issuing the Notes may use "CUSIP" and "ISIN" numbers (if then generally in use), and, if so, the Trustee shall use "CUSIP" and "ISIN" numbers in notices of redemption as a convenience to Holders; provided that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of redemption and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee of any change in the "CUSIP" or "ISIN" numbers. Section 2.15. Deposit of Moneys. By or before 12:00 p.m. (noon) Eastern Time on each due date of the principal, premium, if any, and Liquidated Damages, if any, and interest on any Notes, the Company shall deposit with the Paying Agent money in immediately available funds sufficient to pay such principal, premium, if any, and Liquidated Damages, if any, and interest so becoming due on the due date for payment under the Notes and (unless the Paying Agent is the Trustee) the Company will promptly notify the Trustee of its action or failure so to act. 41 Section 2.16. Computation of Interest. Interest on the Notes shall be computed on the basis of a 360-day year of twelve 30-day months. ARTICLE 3 REDEMPTION AND PREPAYMENT Section 3.01. Notices to Trustee. If the Company elects to redeem Notes pursuant to Section 3.07 hereof, it shall furnish to the Trustee, at least 30 days but not more than 60 days before a redemption date (unless a shorter notice period shall be satisfactory to the Trustee in its reasonable discretion), an Officers' Certificate setting forth (a) the clause of this Indenture pursuant to which the redemption shall occur, (b) the redemption date, (c) the principal amount of Notes to be redeemed and (d) the redemption price. Section 3.02. Selection of Notes to Be Redeemed. If less than all of the Notes are to be redeemed at any time, selection of Notes for redemption shall be made by the Trustee in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed, or, if the Notes are not so listed, on a pro rata basis, by lot or by such method as the Trustee shall deem fair and appropriate. In the event of partial redemption by lot, the particular Notes to be redeemed shall be selected, unless otherwise provided herein, not less than 30 nor more than 60 days prior to the redemption date by the Trustee (unless a shorter time period shall be satisfactory to the Trustee) from the outstanding Notes not previously called for redemption. The Trustee shall promptly notify the Company in writing of the Notes selected for redemption and, in the case of any Note selected for partial redemption, the principal amount thereof to be redeemed. Notes and portions of Notes selected shall be in amounts of $1,000 or whole multiples of $1,000; except that if all of the Notes of a Holder are to be redeemed, the entire outstanding amount of Notes held by such Holder, even if not a multiple of $1,000, shall be redeemed. Except as provided in the preceding sentence, the provisions of this Indenture that apply to Notes called for redemption also apply to portions of Notes called for redemption. Section 3.03. Notice of Redemption. Subject to Section 3.09 hereof, at least 30 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address. The notice shall identify the Notes to be redeemed and shall state: (a) the redemption date; (b) the redemption price; (c) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the 42 original Note shall be issued in the name of the Holder thereof upon cancellation of the original Note; (d) the name and address of the Paying Agent; (e) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price and become due on the date fixed for redemption; (f) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date; (g) the paragraph of the Notes and/or Section of this Indenture pursuant to which the Notes called for redemption are being redeemed; and (h) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes. At the Company's request, the Trustee shall give the notice of redemption in the Company's name and at its expense; provided, however, that the Company shall have delivered to the Trustee, at least 45 days prior to the redemption date, an Officers' Certificate requesting that the Trustee give such notice and setting forth the information to be stated in such notice as provided in the preceding paragraph. The notice, if mailed in the manner provided herein shall be presumed to have been given, whether or not the Holder receives such notice. Section 3.04. Effect of Notice of Redemption. Once notice of redemption is mailed in accordance with Section 3.03 hereof, Notes called for redemption become irrevocably due and payable on the redemption date at the redemption price. A notice of redemption may not be conditional. Section 3.05. Deposit of Redemption Price. Not later than one Business Day prior to the redemption date, the Company shall deposit with the Trustee or with the Paying Agent money sufficient to pay the redemption price of and accrued and unpaid interest and Liquidated Damages, if any, on all Notes to be redeemed on that date. The Trustee or the Paying Agent shall promptly return to the Company any money deposited with the Trustee or the Paying Agent by the Company in excess of the amounts necessary to pay the redemption price of, and accrued and unpaid interest on, all Notes to be redeemed. If the Company complies with the preceding paragraph of this Section 3.05, on and after the redemption date, interest shall cease to accrue on the Notes or the portions of Notes called for redemption. If a Note is redeemed on or after a record date but on or prior to the related Interest Payment Date, then any accrued and unpaid interest shall be paid to the Person in whose name such Note was registered at the close of business on such record date. If any Note called for redemption shall not be so paid upon surrender for redemption because of the failure of the Company to comply with the preceding paragraph, interest shall accrue on the unpaid principal, from the redemption date until such principal is paid, and to the extent permitted by applicable law on any interest accrued through the date of redemption but not paid on such unpaid principal, in each case at the rate provided in the Notes and in Section 4.01 hereof. 43 Section 3.06. Notes Redeemed in Part. Upon surrender of a Note that is redeemed in part, the Company shall issue and, upon the Company's written request, the Trustee shall authenticate for the Holder at the expense of the Company a new Note equal in principal amount to the unredeemed portion of the Note surrendered. Section 3.07. Optional Redemption. (a) Except as set forth in clause (b) of this Section 3.07, the Notes shall not be redeemable at the Company's option prior to October 1, 2008. Thereafter, the Company may redeem all or a part of the Notes, from time to time, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, to the applicable redemption date, if redeemed during the twelve-month period beginning on October 1 of the years indicated below:

YEAR PERCENTAGE - ---- ---------- 2008.................................................... 104.250% 2009.................................................... 102.833% 2010.................................................... 101.417% 2011 and thereafter..................................... 100.000%

(b) At any time prior to October 1, 2006, the Company may at its option on any one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price of 108.50% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the redemption date, with the net cash proceeds of one or more Equity Offerings; provided that (i) at least 65% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or its Subsidiaries); and (ii) the redemption must occur within 45 days of the date of the closing of such Equity Offering. (c) Any redemption pursuant to this Section 3.07 shall be made pursuant to Section 3.01 through 3.06 hereof. Section 3.08. Mandatory Redemption. The Company is not required to make mandatory redemption or sinking fund payments with respect to the Notes. Section 3.09. Offer to Purchase. In the event that, pursuant to Sections 4.10 and 4.14 hereof, the Company shall be required to commence an offer to all Holders to purchase Notes (a "Repurchase Offer"), it shall follow the procedures specified below. The Repurchase Offer shall remain open for a period of 20 Business Days following its commencement and no longer, except to the extent that a longer period is required by applicable law (the "Offer Period"). No later than five Business Days after the termination of the Offer Period (the "Purchase Date"), the Company shall purchase the principal amount of Notes required to be purchased pursuant to Section 4.10 or 4.14 hereof (the "Offer Amount") or, if less than the Offer Amount has been tendered, all Notes tendered in response to the Repurchase Offer. Payment for any Notes so purchased shall be made in the same manner as interest payments are made. 44 If the Purchase Date is on or after an interest Record Date and on or before the related Interest Payment Date, any accrued and unpaid interest shall be paid to the Person in whose name a Note is registered at the close of business on such Record Date, and no additional interest shall be payable to Holders who tender Notes pursuant to the Repurchase Offer. Upon the commencement of a Repurchase Offer, the Company shall send, by first class mail, a notice to the Trustee and each of the Holders, with a copy to the Trustee. The notice shall contain all instructions and materials necessary to enable such Holders to tender Notes pursuant to the Repurchase Offer. The Repurchase Offer shall be made to all Holders. The notice, which shall govern the terms of the Repurchase Offer, shall state: (a) that the Repurchase Offer is being made pursuant to this Section 3.09 and Section 4.10 or 4.14 hereof and the length of time the Repurchase Offer shall remain open; (b) the Offer Amount, the purchase price and the Purchase Date; (c) that any Note not tendered or accepted for payment shall continue to accrue interest and Liquidated Damages, if any; (d) that, unless the Company defaults in making such payment, any Note accepted for payment pursuant to the Repurchase Offer shall cease to accrue interest and Liquidated Damages, if any, after the Purchase Date; (e) that Holders electing to have a Note purchased pursuant to a Repurchase Offer may only elect to have all of such Note purchased or a portion of such Note in denominations of $1,000 or integral multiples thereof; (f) that Holders electing to have a Note purchased pursuant to any Repurchase Offer shall be required to surrender the Note, with the form entitled "Option of Holder to Elect Purchase" on the reverse of the Note completed, or transfer by book-entry transfer, to the Company, the Depositary, if appointed by the Company, or a Paying Agent at the address specified in the notice at least three days before the Purchase Date; (g) that Holders shall be entitled to withdraw their election if the Company, the Depositary or the Paying Agent, as the case may be, receives, not later than the expiration of the Offer Period, a telegram, telex, facsimile transmission or letter setting forth the name of the Holder, the principal amount of the Note the Holder delivered for purchase and a statement that such Holder is withdrawing his election to have such Note purchased; (h) that, if the aggregate principal amount of Notes surrendered by Holders exceeds the Offer Amount required pursuant to Section 4.10, the Company shall select the Notes to be purchased pursuant to the terms of Section 3.02 (with such adjustments as may be deemed appropriate by the Trustee so that only Notes in denominations of $1,000, or integral multiples thereof, shall be purchased); and 45 (i) that Holders whose Notes were purchased only in part shall be issued new Notes equal in principal amount to the unpurchased portion of the Notes surrendered (or transferred by book-entry transfer). On or before the Purchase Date, the Company shall, to the extent lawful, accept for payment, on a pro rata basis to the extent necessary, the Offer Amount of Notes or portions thereof tendered pursuant to the Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes tendered, and shall deliver to the Trustee an Officers' Certificate stating that such Notes or portions thereof were accepted for payment by the Company in accordance with the terms of this Section 3.09. The Company, the Depositary or the Paying Agent, as the case may be, shall promptly (but in any case not later than five days after the Purchase Date) mail or deliver to each tendering Holder an amount equal to the purchase price of the Notes tendered by such Holder and accepted by the Company for purchase, and the Company shall promptly issue a new Note, and the Trustee, upon written request from the Company shall authenticate and mail or deliver such new Note to such Holder, in a principal amount equal to any unpurchased portion of the Note surrendered. Any Note not so accepted shall be promptly mailed or delivered by the Company to the Holder thereof. The Company shall publicly announce the results of the Repurchase Offer on the Purchase Date. Other than as specifically provided in this Section 3.09, any purchase pursuant to this Section 3.09 shall be made pursuant to Sections 3.01 through 3.06 hereof. ARTICLE 4 COVENANTS Section 4.01. Payment of Notes. The Company shall pay or cause to be paid the principal of, premium, if any, and Liquidated Damages, if any, and interest on the Notes on the dates and in the manner provided in the Notes and in this Indenture. Principal, premium, if any, and Liquidated Damages, if any, and interest shall be considered paid on the date due if the Paying Agent, if a Person other than the Company, a Subsidiary or affiliate thereof, holds as of 12:00 p.m. (noon) Eastern Time on the due date money deposited by the Company in immediately available funds and designated for and sufficient to pay all principal, premium, if any, and Liquidated Damages, if any, and accrued and unpaid interest then due. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal at the rate equal to 1% per annum in excess of the then applicable interest rate on the Notes to the extent lawful; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages (without regard to any applicable grace period) at the same rate to the extent lawful. Section 4.02. Maintenance of Office or Agency. The Company shall maintain in the Borough of Manhattan, the City of New York, an office or agency (which may be an office of the Trustee or an affiliate of the Trustee, Registrar or co-registrar) where Notes may be surrendered for registration of transfer or for exchange and where notices and demands to or 46 upon the Company in respect of the Notes and this Indenture may be served. The Company shall give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in the Borough of Manhattan, the City of New York for such purposes. The Company shall give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency. The Company hereby designates the Corporate Trust Office of the Trustee as one such office or agency of the Company in accordance with Section 2.03. Section 4.03. Reports. (a) Whether or not required by the SEC, so long as any Notes are outstanding, the Company shall prepare and furnish to the Holders of Notes, within the time periods specified in the SEC's rules and regulations, (i) all quarterly and annual financial information that would be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if the Company were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by the Company's certified independent accountants; and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the SEC, the Company shall file a copy of all of the information and reports referred to in clauses (i) and (ii) above with the SEC for public availability within the time periods specified in the SEC's rules and regulations (unless the SEC shall not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Company and the Guarantors have agreed that, for so long as any Notes remain outstanding, they shall furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (b) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by paragraph (a) above shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in "Management's Discussion and Analysis of Financial Condition and Results of Operations," of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. Section 4.04. Compliance Certificate. (a) The Company and each Guarantor (to the extent that such Guarantor is so required under the TIA) shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officers' Certificate stating that, to his or her knowledge the Company has kept, observed, performed and fulfilled its obligations under this 47 Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions of this Indenture (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which he or she may have knowledge and what action the Company is taking or proposes to take with respect thereto) and that to his or her knowledge no event has occurred and is continuing by reason of which payments on account of the principal of or interest, if any, on the Notes is prohibited or if such event has occurred, a description of the event and what action the Company is taking or proposes to take with respect thereto. (b) So long as not contrary to the then current recommendations of the American Institute of Certified Public Accountants, the year-end financial statements delivered pursuant to Section 4.03(a) above shall be accompanied by a written statement of the Company's independent public accountants (who shall be a firm of established national reputation) that in making the examination necessary for certification of such financial statements, nothing has come to their attention that would lead them to believe that the Company has violated Article 4 or Article 5 hereof or, if any such violation has occurred, specifying the nature and period of existence thereof, it being understood that such accountants shall not be liable directly or indirectly to any Person for any failure to obtain knowledge of any such violation. (c) The Company shall, so long as any of the Notes are outstanding, deliver to the Trustee, forthwith, but in no event later than five Business Days, upon any Officer becoming aware of any Default or Event of Default, an Officers' Certificate specifying such Default or Event of Default and what action the Company is taking or proposes to take with respect thereto. Section 4.05. Taxes. The Company shall pay, and shall cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders of the Notes. Section 4.06. Stay, Extension and Usury Laws. Each of the Company and the Guarantors covenants (to the extent that it is permitted by applicable law) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, that may affect the obligations of the Company and each of the Guarantors and the performance of this Indenture by the Company and each of the Guarantors; and each of the Company and the Guarantors (to the extent that it is permitted by applicable law) hereby expressly waives all benefit or advantage of any such law, and covenants that it shall not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but shall suffer and permit the execution of every such power as though no such law has been enacted. Section 4.07. Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly: (i) declare or pay any dividend or make any other payment or distribution on account of the Company's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the 48 direct or indirect holders of the Company's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends, payments or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or to the Company or a Restricted Subsidiary of the Company); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any Restricted Subsidiary of the Company held by Persons other than the Company or any of its Restricted Subsidiaries, other than the purchase, redemption or acquisition or retirement for value of all of the Equity Interests in VARTA not held by the Company or any of its Restricted Subsidiaries pursuant to, and in accordance with the terms of, the VARTA Joint Venture Agreement as in effect on the Issue Date to the extent the cash purchase price does not exceed (euro)l.0 million; (iii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes or the Note Guarantees, except a payment of interest or principal on or after the Stated Maturity thereof; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment: (A) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof; and (B) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09; and (C) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (ii), (iii) (iv) (to the extent such dividends are paid to the Company or any of its Restricted Subsidiaries) and (v) of Section 4.07(b)), is less than the sum, without duplication, of: (1) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Issue Date to the end of the Company's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit); plus 49 (2) 100% of the aggregate net cash proceeds received by the Company since the Issue Date as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of the Company); plus (3) with respect to Restricted Investments made by the Company and its Restricted Subsidiaries after the Issue Date, an amount equal to the net reduction in Investments (other than reductions in Permitted Investments) in any Person resulting from repayments of loans or advances, or other transfers of assets, in each case to the Company or any Restricted Subsidiary or from the net cash proceeds from the sale of any such Investment (except, in each case, to the extent any such payment or proceeds are included in the calculation of Consolidated Net Income, from the release of any Guarantee (except to the extent any amounts are paid under such Guarantee) or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries, not to exceed, in each case, the amount of Investments previously made by the Company or any Restricted Subsidiary in such Person or Unrestricted Subsidiary; plus (4) $20.0 million. (b) So long as no Default has occurred and is continuing or would be caused thereby, the preceding clauses of this Section 4.07 shall not prohibit: (i) the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with this Indenture; (ii) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of the Company or any Guarantor or of any Equity Interests of the Company or any Guarantor in exchange for, or out of the net cash proceeds of a contribution to the common equity of the Company or a substantially concurrent sale (other than to a Subsidiary of the Company) of, Equity Interests of the Company (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (C)(2) of Section 4.07(a); (iii) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of the Company or any Guarantor with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (iv) the payment of any dividend by a Restricted Subsidiary of the Company to the holders of its common Equity Interests on a pro rata basis; 50 (v) Investments acquired as a capital contribution to, or in exchange for, or out of the net cash proceeds of a substantially concurrent offering of, Equity Interests (other than Disqualified Stock) of the Company; provided that the amount of any such net cash proceeds that are utilized for any such acquisition or exchange shall be excluded from clause (C)(2) of Section 4.07(a); (vi) the repurchase of Capital Stock deemed to occur upon the exercise of options or warrants if such Capital Stock represents all or a portion of the exercise price thereof; (vii) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company held by any employee, former employee, director or former director of the Company (or any of its Restricted Subsidiaries) upon the death, disability or termination of employment of any of the foregoing pursuant to the terms of any employee equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests in any fiscal year shall not exceed the sum of (x) $3.0 million and (y) the amount of Restricted Payments permitted but not made pursuant to this clause (vii) in the immediately preceding fiscal year; or (viii) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of any Restricted Subsidiary of the Company from the minority stockholders (or other holders of minority interest, however designated) of such Restricted Subsidiary for fair market value; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $15.0 million. The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued to or by the Company or such Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued pursuant to this Section 4.07 shall be determined by the Board of Directors of the Company whose resolution with respect thereto shall be delivered to the Trustee. Not later than the date of making any Restricted Payment, the Company shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this Section 4.07 were computed, together with a copy of any fairness opinion or appraisal required by this Indenture. Section 4.08. Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (a) pay dividends or make any other distributions on its Capital Stock (or with respect to any other interest or participation in, or measured by, its profits) to the Company or any of its Restricted Subsidiaries or pay any liabilities owed to the Company or any of its Restricted Subsidiaries; 51 (b) make loans or advances to the Company or any of its Restricted Subsidiaries; or (c) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. However, the preceding restrictions shall not apply to encumbrances or restrictions existing under, by reason of, or with respect to: (i) the Credit Agreement, Existing Indebtedness or any other agreements in effect on the Issue Date and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, than those in effect on the Issue Date; (ii) applicable law, rule, regulation or order; (iii) any Person or the property or assets of a Person acquired by the Company or any of its Restricted Subsidiaries existing at the time of such acquisition and not incurred in connection with or in contemplation of such acquisition, which encumbrance or restriction is not applicable to any Person or the properties or assets of any Person, other than the Person, or the property or assets of such Person, so acquired and any amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacements or refinancings thereof, provided that the encumbrances and restrictions in any such amendments, modifications, restatements, renewals, extensions, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, than those contained in the Credit Agreement, Existing Indebtedness or such other agreements as in effect on the date of the acquisition; (iv) in the case of clause (c) of the first paragraph of this Section 4.08: (A) provisions that restrict in a customary manner the subletting, assignment or transfer of any property or asset that is a lease, license, conveyance or contract or similar property or asset, (B) restrictions existing by virtue of any transfer of, agreement to transfer, option or right with respect to, or Lien on, any property or assets of the Company or any Restricted Subsidiary not otherwise prohibited by this Indenture, or (C) restrictions arising or agreed to in the ordinary course of business, not relating to any Indebtedness, and that do not, individually or in the aggregate, detract from the value of property or assets of the Company or any Restricted Subsidiary in any manner material to the Company or any Restricted Subsidiary; 52 (v) provisions with respect to the disposition or distribution of assets or property in joint venture agreements and other similar agreements entered into in the ordinary course of business; (vi) any agreement for the sale or other disposition of all or substantially all of the capital stock of, or property and assets of, a Restricted Subsidiary that restricted distributions by that Restricted Subsidiary pending such sale or other disposition; and (vii) Indebtedness of a Foreign Subsidiary permitted to be incurred under this Indenture; provided that (A) such encumbrances or restrictions are ordinary and customary with respect to the type of Indebtedness being incurred; and (B) such encumbrances or restrictions will not affect the Company's ability to make principal and interest payments on the Notes, as determined in good faith by the Board of Directors of the Company. Section 4.09. Incurrence of Indebtedness and Issuance of Preferred Stock. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness (including Acquired Debt), and the Company shall not permit any of its Restricted Subsidiaries to issue any preferred stock; provided, however, that the Company or any Guarantor may incur Indebtedness, if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred at the beginning of such four-quarter period. (b) So long as no Default shall have occurred and be continuing or would be caused thereby, Section 4.09(a) shall not prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"): (i) the incurrence by (A) the Company or any Foreign Subsidiary of the Company of Indebtedness under Credit Facilities (and the incurrence by the Guarantors of Guarantees thereof) in an aggregate principal amount at any one time outstanding pursuant to this clause (i) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed $700.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any Restricted Subsidiary to permanently repay any such Indebtedness (and, in the case of any revolving credit Indebtedness, to effect a corresponding commitment reduction thereunder) pursuant to Section 4.10; provided that the aggregate principal amount of Indebtedness of all Foreign Subsidiaries of the Company incurred pursuant to this clause (i) shall not exceed(euro)60.0 million; and (B) Foreign Subsidiaries of Guarantees of other Foreign Subsidiaries' Indebtedness under Credit Facilities; (ii) the incurrence of Existing Indebtedness; 53 (iii) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related Note Guarantees to be issued on the Issue Date and the Exchange Notes and the related Note Guarantees to be issued pursuant to the Registration Rights Agreement; (iv) the incurrence by the Company or any Guarantor of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Guarantor, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (iv), not to exceed $30.0 million at any time outstanding; (v) the incurrence by the Company or any Restricted Subsidiary of the Company of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under Section 4.09(a) or clauses (ii) (other than Indebtedness incurred in connection with the acquisition of Remington), (iii), (iv), (v), or (viii) of this Section 4.09(b); (vi) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Company or any of its Restricted Subsidiaries; provided, however, that: (x) if the Company or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Guarantor; (y) Indebtedness owed to the Company or any Guarantor must be evidenced by an unsubordinated promissory note, unless the obligor under such Indebtedness is the Company or a Guarantor; and (z) (A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary thereof and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (vi); (vii) the Guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this Section 4.09; (viii) the incurrence by the Company or any Guarantor of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any 54 time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (8), not to exceed $30.0 million; (ix) the incurrence of Indebtedness by the Company or any Restricted Subsidiary of the Company arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five business days of incurrence; and (x) the incurrence of Indebtedness by a Foreign Subsidiary in an aggregate principal amount for all Foreign Subsidiaries at any one time outstanding pursuant to this clause (x) not to exceed 10% of Consolidated Net Tangible Assets of the Company; provided that after giving effect to the incurrence of any such Indebtedness, the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a). (c) For purposes of determining compliance with this Section 4.09, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) through (x) of Section 4.09(b) above, or is entitled to be incurred pursuant to Section 4.09(a), the Company shall be permitted to classify at the time of its incurrence such item of Indebtedness in any manner that complies with this Section 4.09. Indebtedness under Credit Facilities outstanding on the date on which Notes are first issued under this Indenture shall be deemed to have been incurred on such date in reliance on the exception provided by clause (i) of Section 4.09(b). In addition, any Indebtedness originally classified as incurred pursuant to clauses (i) through (x) of Section 4.09(b) may later be reclassified by the Company such that it shall be deemed as having been incurred pursuant to another of such clauses to the extent that such reclassified Indebtedness could be incurred pursuant to such new clause at the time of such reclassification. (d) Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that may be incurred pursuant to this Section 4.09 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies. Section 4.10. Asset Sales. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: (i) the Company (or the Restricted Subsidiary, as the case may be) receives consideration at the time of such Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; (ii) such fair market value is determined by the Company's Board of Directors and evidenced by a resolution of the Board of Directors set forth in an Officers' Certificate delivered to the Trustee; and 55 (iii) at least 75% of the consideration therefor received by the Company or such Restricted Subsidiary is in the form of cash or Replacement Assets or a combination of both. For purposes of this clause, each of the following shall be deemed to be cash: (A) any liabilities (as shown on the Company's or such Restricted Subsidiary's most recent balance sheet), of the Company or any Restricted Subsidiary (other than contingent liabilities, Indebtedness that is by its terms subordinated to the Notes or any Note Guarantee and liabilities to the extent owed to the Company or any Affiliate of the Company) that are assumed by the transferee of any such assets pursuant to a written novation agreement that releases the Company or such Restricted Subsidiary from further liability; and (B) any securities, notes or other obligations received by the Company or any such Restricted Subsidiary from such transferee that are converted by the Company or such Restricted Subsidiary into cash (to the extent of the cash received in that conversion) within 90 days of the applicable Asset Sale. (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds at its option: (i) to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; or (ii) to purchase Replacement Assets or make a capital expenditure in or that is used or useful in a Permitted Business. Pending the final application of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by this Indenture. (c) Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph shall constitute "Excess Proceeds." Within 10 days after the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company shall make an offer (an "Asset Sale Offer") to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes or any Note Guarantee containing provisions similar to those set forth in this Indenture with respect to offers to purchase with the proceeds of sales of assets, to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer shall be equal to 100% of the principal amount of the Notes and such other pari passu Indebtedness plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and shall be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by this Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness shall be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. 56 (d) Any Asset Sale Offer shall be made in accordance with Section 3.09. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with each repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.10 or Section 3.04, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.10 or Section 3.04 by virtue of such compliance. Section 4.11. Transactions with Affiliates. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into, make, amend, renew or extend any transaction, contract, agreement, understanding, loan, advance or Guarantee with, or for the benefit of, any Affiliate (each, an "Affiliate Transaction"), unless: (i) such Affiliate Transaction is on terms that are no less favorable to the Company or the relevant Restricted Subsidiary than those that would have been obtained in a comparable arm's-length transaction by the Company or such Restricted Subsidiary with a Person that is not an Affiliate of the Company; and (ii) the Company delivers to the Trustee: (A) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $5.0 million, a resolution of the Board of Directors of the Company set forth in an Officers' Certificate certifying that such Affiliate Transaction or series of related Affiliate Transactions complies with this Section 4.11 and that such Affiliate Transaction or series of related Affiliate Transactions has been approved by a majority of the disinterested members of the Board of Directors of the Company; and (B) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $15.0 million, an opinion as to the fairness to the Company or such Restricted Subsidiary of such Affiliate Transaction or series of related Affiliate Transactions from a financial point of view issued by an independent accounting, appraisal or investment banking firm of national standing. (b) The following items shall not be deemed to be Affiliate Transactions and, therefore, shall not be subject to Section 4.11(a): (i) transactions between or among the Company and/or its Restricted Subsidiaries; (ii) payment of reasonable and customary fees and compensation to, and reasonable and customary indemnification arrangements and similar payments on behalf of, directors of the Company; 57 (iii) Restricted Payments that are permitted by this Indenture; (iv) any sale of Capital Stock (other than Disqualified Stock) of the Company; (v) loans and advances to officers and employees of the Company or any of its Restricted Subsidiaries for bona fide business purposes in the ordinary course of business consistent with past practice; (vi) any employment, consulting, service or termination agreement, or reasonable and customary indemnification arrangements, entered into by the Company or any of its Restricted Subsidiaries with officers and employees of the Company or any of its Restricted Subsidiaries and the payment of compensation to officers and employees of the Company or any of its Restricted Subsidiaries (including amounts paid pursuant to employee benefit plans, employee stock option or similar plans), in each case in the ordinary course of business and consistent with past practice; and (vii) any agreements or arrangements in effect on the Issue Date, or any amendment, modification, or supplement thereto or any replacement thereof, as long as such agreement or arrangement, as so amended, modified, supplemented or replaced, taken as a whole, is not more disadvantageous to the Company and its Restricted Subsidiaries than the original agreement as in effect on the Issue Date, as determined in good faith by the Company's Board of Directors, and any transactions contemplated by any of the foregoing agreements or arrangements. Section 4.12. Liens. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise cause or suffer to exist or become effective any Lien of any kind securing Indebtedness (other than Permitted Liens) upon any of their property or assets, now owned or hereafter acquired, unless all payments due under this Indenture and the Notes are secured on an equal and ratable basis with the obligations so secured until such time as such obligations are no longer secured by a Lien. Section 4.13. Corporate Existence. Subject to Article 5 hereof, the Company shall do or cause to be done all things reasonably necessary to preserve and keep in full force and effect (a) its corporate existence, and the corporate, partnership or other existence of each of its subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Company or any such subsidiary and (b) the material rights (charter and statutory), licenses and franchises of the Company and its subsidiaries; provided, however, that the Company shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its subsidiaries, if the Board of Directors shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and its subsidiaries, taken as a whole, and that the loss thereof is not adverse in any material respect to the Holders of the Notes. Section 4.14. Offer to Repurchase upon Change of Control. (a) If a Change of Control occurs, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 58 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). (b) Within 30 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date") and stating that the Change of Control Offer is being made pursuant to this Section 4.14 and that all Notes properly tendered pursuant to the Change of Control Offer will be accepted for payment. (c) Any Change of Control offer shall be made in accordance with Section 3.09. The Company shall comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent such laws and regulations are applicable in connection with the repurchase of the Notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with this Section 4.14, the Company shall comply with the applicable securities laws and regulations and shall not be deemed to have breached its obligations under this Section 4.14 by virtue of such compliance. (d) Prior to complying with this Section 4.14, but in any event within 30 days following a Change of Control, the Company shall either repay all outstanding Senior Debt or obtain the requisite consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of Notes required by this Section 4.14. (e) Clause (b) of this Section 4.14 shall be applicable regardless of whether any other Sections of this Indenture are applicable. Except as described above with respect to a Change of Control, this Indenture does not contain provisions that permit the Holders of the Notes to require that the Company repurchase or redeem the Notes in the event of a takeover, recapitalization or similar transaction. (f) The Company shall not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in this Indenture applicable to a Change of Control Offer made by the Company and purchases all Notes validly tendered and not withdrawn under such Change of Control Offer. Section 4.15. Limitation on Senior Subordinated Debt. The Company shall not incur any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of the Company unless it is pari passu or subordinate in right of payment to the Notes to the same extent. No Guarantor shall incur any Indebtedness that is subordinate or junior in right of payment to the Senior Debt of such Guarantor unless it is pari passu or subordinate in right of payment to such Guarantor's Note Guarantee to the same extent. Section 4.16. Designation of Restricted and Unrestricted Subsidiaries. (a) The Board of Directors of the Company may designate any Restricted Subsidiary of the Company to be an Unrestricted Subsidiary; provided that: (i) any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of the Subsidiary being so designated shall be deemed to be an incurrence 59 of Indebtedness by the Company or such Restricted Subsidiary (or both, if applicable) at the time of such designation, and such incurrence of Indebtedness would be permitted under Section 4.09; (ii) the aggregate fair market value of all outstanding Investments owned by the Company and its Restricted Subsidiaries in the Subsidiary being so designated (including any Guarantee by the Company or any Restricted Subsidiary of any Indebtedness of such Subsidiary) shall be deemed to be a Restricted Investment made as of the time of such designation and that such Investment would be permitted under Section 4.07; (iii) such Subsidiary does not own any Equity Interests of, or hold any Liens on any Property of, the Company or any Restricted Subsidiary; (iv) the Subsidiary being so designated: (A) is not party to any agreement, contract, arrangement or understanding with the Company or any Restricted Subsidiary of the Company unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to the Company or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of the Company; (B) is a Person with respect to which neither the Company nor any of its Restricted Subsidiaries has any direct or indirect obligation (x) to subscribe for additional Equity Interests or (y) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; (C) has not Guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of the Company or any of its Restricted Subsidiaries, except to the extent such Guarantee or credit support would be released upon such designation; and (D) has at least one director on its Board of Directors that is not a director or officer of the Company or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or officer of the Company or any of its Restricted Subsidiaries; and (v) no Default or Event of Default would be in existence following such designation. (b) Any designation of a Restricted Subsidiary of the Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by filing with the Trustee a certified copy of the Board Resolution giving effect to such designation and an Officers' Certificate certifying that such designation complied with the preceding conditions and was permitted by this Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet any of the preceding requirements described in clause (iv) above, it shall thereafter cease to be an 60 Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness, Investments, or Liens on the property, of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary of the Company as of such date and, if such Indebtedness, Investments or Liens are not permitted to be incurred as of such date under this Indenture, the Company shall be in default under this Indenture. (c) The Board of Directors of the Company may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that: (i) such designation shall be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of the Company of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation shall only be permitted if such Indebtedness is permitted under Section 4.09, calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; (ii) all outstanding Investments owned by such Unrestricted Subsidiary shall be deemed to be made as of the time of such designation and such Investments shall only be permitted if such Investments would be permitted under Section 4.07; (iii) all Liens upon property or assets of such Unrestricted Subsidiary existing at the time of such designation would be permitted under Section 4.12; and (iv) no Default or Event of Default would be in existence following such designation. Section 4.17. Payments for Consent. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of Notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of this Indenture or the Notes unless such consideration is offered to be paid and is paid to all Holders of the Notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. Section 4.18. Business Activities. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, engage in any business other than Permitted Businesses, except to such extent as would not be material to the Company and its Restricted Subsidiaries taken as a whole. Section 4.19. Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries. The Company shall not transfer, convey, sell, lease or otherwise dispose of, and shall not permit any of its Restricted Subsidiaries to, issue, transfer, convey, sell, lease or otherwise dispose of any Equity Interests in any Restricted Subsidiary of the Company to any Person (other than the Company or a Restricted Subsidiary of the Company or, if necessary, shares of its Capital Stock constituting directors' qualifying shares or issuances of shares of Capital Stock of foreign Restricted Subsidiaries to foreign nationals, to the extent required by applicable law), except: 61 (1) if, immediately after giving effect to such issuance, transfer, conveyance, sale, lease or other disposition, such Restricted Subsidiary would no longer constitute a Restricted Subsidiary and any Investment in such Person remaining after giving effect to such issuance or sale would have been permitted to be made under Section 4.07 if made on the date of such issuance or sale and the cash Net Proceeds from such transfer, conveyance, sale, lease or other disposition are applied in accordance with Section 4.10; or (2) other sales of Capital Stock of a Restricted Subsidiary by the Company or a Restricted Subsidiary, provided that the Company or such Restricted Subsidiary complies with Section 4.10. Section 4.20. Additional Note Guarantees. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary on or after the Issue Date, then that newly acquired or created Domestic Subsidiary must become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel to the Trustee. (b) The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Company or any Restricted Subsidiary thereof, other than Foreign Subsidiaries, unless such Restricted Subsidiary is a Guarantor or simultaneously executes and delivers a supplemental indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Subsidiary's Guarantee of such other Indebtedness unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the Guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. The form of the Note Guarantee is attached as Exhibit D hereto. (c) A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than the Company or another Guarantor, unless: (i) immediately after giving effect to that transaction, no Default or Event of Default exists; and (ii) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and assumes all the obligations of that Guarantor under this Indenture, its Note Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture satisfactory to the Trustee; or (B) such sale or other disposition or consolidation or merger complies with Section 4.10. 62 (d) The Note Guarantee of a Guarantor will be released: (i) in connection with any sale or other disposition of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) an Affiliate of the Company, if the sale of all such Capital Stock of that Guarantor complies with Section 4.10; (ii) if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary under this Indenture; or (iii) solely in the case of a Note Guarantee created pursuant to Section 4.20(a), upon the release or discharge of the Guarantee which resulted in the creation of such Note Guarantee pursuant to this Section 4.20, except a discharge or release by or as a result of payment under such Guarantee. ARTICLE 5 SUCCESSORS Section 5.01. Merger, Consolidation or Sale of Assets. (a) The Company shall not, directly or indirectly consolidate or merge with or into another Person (whether or not the Company is the surviving corporation) or sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties and assets of the Company and its Restricted Subsidiaries, taken as a whole, in one or more related transactions, to another Person or Persons, unless: (i) either: (A) the Company is the surviving corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the Company) or to which such sale, assignment, transfer, conveyance or other disposition shall have been made (x) is a corporation organized or existing under the laws of the United States, any state thereof or the District of Columbia and (y) assumes all the obligations of the Company under the Notes, this Indenture, and the Registration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee; (ii) immediately after giving effect to such transaction no Default or Event of Default exists; (iii) immediately after giving effect to such transaction on a pro forma basis, the Company or the Person formed by or surviving any such consolidation or merger (if other than the Company), or to which such sale, assignment, transfer, conveyance or other disposition shall have been made, shall, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); (iv) each Guarantor, unless such Guarantor is the Person with which the Company has entered into a transaction under this Section 5.01, shall have by amendment 63 to its Note Guarantee confirmed that its Note Guarantee shall apply to the obligations of the Company or the surviving Person in accordance with the Notes and this Indenture; and (v) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders will not recognize income, gain or loss for Federal income tax purposes as a result of such transaction and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such transaction had not occurred. (b) Neither the Company nor any Restricted Subsidiary may, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. Clause (iii) above of this Section 5.01 shall not apply to any merger, consolidation or sale, assignment, transfer, lease, conveyance or other disposition of assets between or among the Company and any of its Restricted Subsidiaries. Section 5.02. Successor Corporation Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, conveyance or other disposition of all or substantially all of the assets of the Company in accordance with Section 5.01 hereof, the successor corporation formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, sale, conveyance or other disposition, the provisions of this Indenture referring to the "Company" shall refer instead to the successor corporation and not to the Company), and may exercise every right and power of the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein; provided, however, that the predecessor Company shall not be relieved from the obligation to pay the principal of and interest on the Notes except in the case of a sale of all of the Company's assets that meets the requirements of Section 5.01 hereof. ARTICLE 6 DEFAULTS AND REMEDIES Section 6.01. Events of Default. Each of the following is an "Event of Default": (i) default for 30 days in the payment when due of interest on, or Liquidated Damages with respect to, the Notes whether or not prohibited by Article 10 of this Indenture; (ii) default in payment when due (whether at maturity, upon acceleration, redemption or otherwise) of the principal of, or premium, if any, on the Notes, whether or not prohibited by Article 10 of this Indenture; (iii) failure by the Company or any of its Restricted Subsidiaries to comply with Section 4.10, Section 4.14, Section 4.20 or Section 5.01; 64 (iv) failure by the Company or any of its Restricted Subsidiaries for 60 days after written notice by the Trustee or Holders representing 25% or more of the aggregate principal amount of Notes outstanding to comply with any of the other agreements in this Indenture; (v) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by the Company or any of its Restricted Subsidiaries (or the payment of which is Guaranteed by the Company or any of its Restricted Subsidiaries) whether such Indebtedness or Guarantee now exists, or is created after the Issue Date, if that default: (A) is caused by a failure to make any payment when due at the final maturity of such Indebtedness (a "Payment Default"); or (B) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10.0 million or more; (vi) failure by the Company or any of its Restricted Subsidiaries to pay final judgments (to the extent such judgments are not paid or covered by insurance provided by a carrier that has acknowledged coverage in writing and has the ability to perform) aggregating in excess of $10.0 million, which judgments are not paid, discharged or stayed for a period of 60 days; (vii) except as permitted by this Indenture, any Note Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its Note Guarantee; and (viii) the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary (or any group of Restricted Subsidiaries that together would constitute a Significant Subsidiary of the Company), pursuant to or within the meaning of Bankruptcy Law: (A) commences a voluntary case, (B) consents to the entry of an order for relief against it in an involuntary case, (C) makes a general assignment for the benefit of its creditors, or (D) generally is not paying its debts as they become due; and 65 (ix) a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary (or any group of Restricted Subsidiaries that together would constitute a Significant Subsidiary of the Company), in an involuntary case; (B) appoints a custodian of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary (or any group of Restricted Subsidiaries that together would constitute a Significant Subsidiary of the Company) or for all or substantially all of the property of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary (or any group of Restricted Subsidiaries that together would constitute a Significant Subsidiary of the Company), or (C) orders the liquidation of the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary (or any group of Restricted Subsidiaries that together would constitute a Significant Subsidiary of the Company); and the order or decree remains undismissed or unstayed and in effect for 60 consecutive days. Section 6.02. Acceleration. In the case of an Event of Default specified in clause (viii) or (ix) of Section 6.01 with respect to the Company, any Guarantor or any Significant Subsidiary (or any group of Restricted Subsidiaries that together would constitute a Significant Subsidiary of the Company), all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable immediately by notice in writing to the Company specifying the Event of Default. In the event of a declaration of acceleration of the Notes because an Event of Default has occurred and is continuing as a result of the acceleration of any Indebtedness described in clause (v) of Section 6.01 hereof, the declaration of acceleration of the Notes shall be automatically annulled if the holders of any Indebtedness described in clause (v) of Section 6.01 hereof have rescinded the declaration of acceleration in respect of the Indebtedness if: (i) the annulment of the acceleration of Notes would not conflict with any judgment or decree of a court of competent jurisdiction; and (ii) all existing Events of Default, except nonpayment of principal or interest on the Notes that became due solely because of the acceleration of the Notes, have been cured or waived. In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding 66 payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 hereof, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. If an Event of Default occurs prior to October 1, 2008, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of the Company with the intention of avoiding the prohibition on redemption of the Notes, prior to October 1, 2008, then the premium specified Section 3.07 shall also become immediately due and payable to the extent permitted by law upon the acceleration of the Notes. Section 6.03. Other Remedies. If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal, premium, if any, and Liquidated Damages, if any, and interest, if any, on the Notes or to enforce the performance of any provision of the Notes or this Indenture. The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Holder of a Note in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. All remedies are cumulative to the extent permitted by law. Section 6.04. Waiver of Past Defaults. Holders of a majority in aggregate principal amount of the then outstanding Notes by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences hereunder (including rescinding any related acceleration of the payment of the Notes), except a continuing Default or Event of Default (and any related acceleration of the payment of the Notes) in the payment of the principal of, premium and Liquidated Damages, if any, or interest on, the Notes. The Company shall deliver to the Trustee an Officers' Certificate stating that the requisite percentage of Holders have consented to such waiver and attaching copies of such consents. In case of any such waiver, the Company, the Trustee and the Holders shall be restored to their former positions and rights hereunder and under the Notes, respectively. This Section 6.04 shall be in lieu of Section 316(a)(1)(B) of the TIA and such Section 316(a)(1)(B) of the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA. Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon. Section 6.05. Control by Majority. Subject to Section 2.09, holders of a majority in principal amount of the then outstanding Notes may direct the time, method and place of conducting any proceeding for exercising any remedy available to the Trustee or exercising any trust or power conferred on it. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture, that may involve the Trustee in personal liability or that the Trustee determines in good faith may be unduly prejudicial to the rights of Holders of Notes not joining in the giving of such direction, and the Trustee shall have the right to decline to follow any such direction, if the Trustee, being advised by counsel, determines that such action so directed may not be lawfully taken or if the Trustee, in good faith shall by a Responsible Officer, determine that the proceedings so directed may involve the Trustee in personal liability; provided that the Trustee may take any other action deemed proper by the Trustee which is not 67 inconsistent with such direction. In the event the Trustee takes any action or follows any direction pursuant to this Indenture, the Trustee shall be entitled to indemnification satisfactory to it in its sole discretion against any loss or expense caused by taking such action or following such direction. This Section 6.05 shall be in lieu of Section 316(a)(1)(A) of the TIA, and such Section 316(a)(1)(A) of the TIA is hereby expressly excluded from this Indenture and the Notes, as permitted by the TIA. Section 6.06. Limitation on Suits. A Holder of a Note may not pursue a remedy with respect to this Indenture, the Notes or the Note Guarantees unless: (a) the Holder of a Note gives to the Trustee written notice of a continuing Event of Default; (b) the Holders of at least 25% in aggregate principal amount of the then outstanding Notes make a written request to the Trustee to pursue the remedy; (c) such Holder of a Note or Holders of Notes offer and, if requested, provide to the Trustee indemnity satisfactory to the Trustee against any loss, liability or expense; (d) the Trustee does not comply with the request within 60 days after receipt of the request and the offer and, if requested, the provision of indemnity; and (e) during such 60-day period the Holders of a majority in principal amount of the then outstanding Notes do not give the Trustee a direction inconsistent with the request. A Holder of a Note may not use this Indenture to prejudice the rights of another Holder of a Note or to obtain a preference or priority over another Holder of a Note. Section 6.07. Rights of Holders of Notes to Receive Payment. Notwithstanding any other provision of this Indenture, the right of any Holder of a Note to receive payment of principal, premium, if any, and Liquidated Damages, if any, and interest on the Note, on or after the respective due dates expressed in the Note (including in connection with an offer to purchase), or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Holder. Section 6.08. Collection Suit by Trustee. If an Event of Default specified in Section 6.01 occurs and is continuing, the Trustee is authorized to recover judgment in its own name and as trustee of an express trust against the Company for the whole amount of principal of, premium and Liquidated Damages, if any, and interest remaining unpaid on the Notes and interest on overdue principal and, to the extent lawful, interest and such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel. Section 6.09. Trustee May File Proofs of Claim. The Trustee is authorized to file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel) and the Holders of 68 the Notes allowed in any judicial proceedings relative to the Company or any Guarantor (or any other obligor upon the Notes), its creditors or its property and shall be entitled and empowered to collect, receive and distribute any money or other securities or property payable or deliverable on any such claims and any custodian in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee, and in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due to it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof. To the extent that the payment of any such compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 7.07 hereof out of the estate in any such proceeding, shall be denied for any reason, payment of the same shall be secured by a Lien on, and shall be paid out of, any and all distributions, dividends, money, securities and other properties that the Holders may be entitled to receive in such proceeding whether in liquidation or under any plan of reorganization or arrangement or otherwise. Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Notes or the rights of any Holder, or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding. Section 6.10. Priorities. If the Trustee collects any money pursuant to this Article, it shall pay out the money in the following order: First: to the Trustee, its agents and attorneys for amounts due under Section 7.07 hereof, including payment of all compensation, expense and liabilities incurred, and all advances made, by the Trustee and the costs and expenses of collection; Second: to Holders of Notes for amounts due and unpaid on the Notes for principal, premium, if any, and Liquidated Damages, if any, and interest, ratably, without preference or priority of any kind, according to the amounts due and payable on the Notes for principal, premium, if any, and Liquidated Damages, if any and interest, respectively; and Third: to the Company or to such party as a court of competent jurisdiction shall direct. The Trustee may fix a record date and payment date for any payment to Holders of Notes pursuant to this Section 6.10. Section 6.11. Undertaking for Costs. In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as a Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys' fees, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section does not apply to a suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07 hereof, or a suit by Holders of more than 10% in principal amount of the then outstanding Notes. 69 Section 6.12. Restoration of Rights and Remedies. If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, any Subsidiary Guarantor, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted. Section 6.13. Rights and Remedies Cumulative. Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Notes in Section 2.07, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy. Section 6.14. Delay or Omission Not Waiver. No delay or omission of the Trustee or of any Holder of any Note to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article Six or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee or by the Holders, as the case may be. Section 6.15. Record Date. The Company may set a record date for purposes of determining the identity of Holders entitled to vote or to consent to any action by vote or consent authorized or permitted by Sections 6.04, 6.05 and 9.02. Unless the Company provides otherwise, such record date shall be the later of 30 days prior to the first solicitation of such consent or the date of the most recent list of Holders furnished to the Trustee pursuant to Section 2.05 prior to such solicitation. ARTICLE 7 TRUSTEE Section 7.01. Duties of Trustee. (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise such of the rights and powers vested in it by this Indenture, and use the same degree of care and skill in its exercise, as a prudent person would exercise or use under the circumstances in the conduct of its own affairs. (b) Except during the continuance of an Event of Default: (i) the duties of the Trustee shall be determined solely by this Indenture and the Trustee need perform only those duties that are specifically set forth in this Indenture 70 and no others, and no implied covenants or obligations shall be read into this Indenture against the Trustee; and (ii) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts purported to be stated therein). (c) The Trustee may not be relieved from liabilities for its own negligent action, its own negligent failure to act, or its own willful misconduct, except that: (i) this paragraph does not limit the effect of paragraph (b) of this Section; (ii) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer, unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and (iii) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 6.05 hereof. (d) Whether or not therein expressly so provided, every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b), and (c) of this Section. (e) No provision of this Indenture shall require the Trustee to expend or risk its own funds or incur any liability. The Trustee shall be under no obligation to exercise any of its rights and powers under this Indenture at the request of any Holders, unless such Holder shall have offered to the Trustee security and indemnity satisfactory to it against any loss, liability or expense. (f) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company. Money or assets held in trust by the Trustee need not be segregated from other funds or assets except to the extent required by law. Section 7.02. Rights of Trustee. (a) The Trustee may conclusively rely upon any document (whether in its original or facsimile form) believed by it to be genuine and to have been signed or presented by the proper Person. The Trustee need not investigate any fact or matter stated in the document. (b) Before the Trustee acts or refrains from acting, it may consult with counsel and may require (other than in connection with the Exchange Offer contemplated by Section 2.06(f) unless required by the TIA) an Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be liable for any action it takes or omits to take in good faith in 71 reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may consult with counsel and the advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection from liability in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon. (c) The Trustee may act through its attorneys and agents and shall not be responsible for the misconduct or negligence of any agent or attorney appointed with due care. (d) The Trustee shall not be liable for any action it takes or omits to take in good faith that it believes to be authorized or within the rights or powers conferred upon it by this Indenture. (e) Unless otherwise specifically provided in this Indenture, any demand, request, direction or notice from the Company shall be sufficient if signed by an Officer of the Company. (f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders unless such Holders shall have offered to the Trustee reasonable security or indemnity satisfactory to it against the costs, expenses and liabilities that might be incurred by it in compliance with such request or direction. (g) The Trustee shall not be deemed to have knowledge of any Default or Event of Default except (i) any Event of Default occurring pursuant to Section 6.01 or (ii) any Event of Default of which the Trustee shall have received written notification or otherwise obtained actual knowledge. Section 7.03. Individual Rights of Trustee. The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or any Affiliate of the Company with the same rights it would have if it were not Trustee. However, in the event that the Trustee acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the SEC for permission to continue as trustee or resign. Any Agent may do the same with like rights and duties. The Trustee is also subject to Sections 7.10 and 7.11 hereof. Section 7.04. Trustee's Disclaimer. The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company's use of the proceeds from the Notes or any money paid to the Company or upon the Company's direction under any provision of this Indenture, it shall not be responsible for the use or application of any money received by any Paying Agent other than the Trustee, and it shall not be responsible for any statement or recital herein or any statement in the Notes or any other document in connection with the sale of the Notes or pursuant to this Indenture other than its certificate of authentication. Section 7.05. Notice of Defaults. If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail to the Holders of the Notes a notice of the Default or Event of Default within 90 days after it occurs. Except in the case of a Default or Event of Default in payment of principal of, premium and Liquidated Damages, if 72 any, or interest on any Note, the Trustee may withhold the notice if and so long as the board of directors, the executive committee or a committee of its Responsible Officers in good faith determines that withholding the notice is in the interests of the Holders of the Notes. Section 7.06. Reports by Trustee to the Holders of the Notes. Within 60 days after each May 15 beginning with the May 15 following the Issue Date, and for so long as Notes remain outstanding, the Trustee shall mail to the Holders of the Notes a brief report dated as of such reporting date that complies with TIA Section 313(a) (but if no event described in TIA Section 313(a) has occurred within the twelve months preceding the reporting date, no report need be transmitted). The Trustee also shall comply with TIA Section 313(b)(2). The Trustee shall also transmit by mail all reports as required by TIA Section 313(c). A copy of each report at the time of its mailing to the Holders of the Notes shall be mailed to the Company and filed with the SEC and each stock exchange on which the Notes are listed in accordance with TIA Section 313(d). The Company shall promptly notify the Trustee when the Notes are listed on any securities exchange or of any delisting thereof. Section 7.07. Compensation and Indemnity. The Company shall pay to the Trustee from time to time reasonable compensation for its acceptance of this Indenture and services hereunder. The Trustee's compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee promptly upon request for all reasonable disbursements, advances and expenses incurred or made by it in addition to the compensation for its services. Such expenses shall include the reasonable compensation, disbursements and expenses of the Trustee's agents and counsel and any taxes or other expenses incurred by a trust created pursuant to Section 8.04 hereof. The Company shall indemnify the Trustee and its agents against any and all losses, liabilities, claims, damages or expenses (including compensation, fees, disbursements and expenses of Trustee's agents and counsel) incurred by it arising out of or in connection with the acceptance or administration of its duties under this Indenture, including the costs and expenses of enforcing this Indenture against the Company (including this Section 7.07) and defending itself against any claim (whether asserted by the Company or any Holder or any other person) or liability in connection with the exercise or performance of any of its powers or duties hereunder, except to the extent any such loss, liability or expense is judicially determined to have been caused by to its own negligence or bad faith. The Trustee shall notify the Company promptly of any claim for which it may seek indemnity. Failure by the Trustee to so notify the Company shall not relieve the Company of its obligations hereunder. The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate counsel and the Company shall pay the reasonable fees and expenses of such counsel. The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld. The obligations of the Company under this Section 7.07 shall survive the satisfaction and discharge of this Indenture. To secure the Company's payment obligations in this Section 7.07, the Trustee shall have a Lien prior to the Notes on all money or property held or collected by the Trustee, 73 except that held in trust to pay principal and interest on particular Notes. Such Lien shall survive the satisfaction and discharge of this Indenture. The Trustee's right to receive payment of any amounts due under this Section 7.07 shall not be subordinated to any other liability or Indebtedness of the Company. When the Trustee incurs expenses or renders services after an Event of Default specified in Section 6.01(viii) or (ix) hereof occurs, the expenses and the compensation for the services (including the fees and expenses of its agents and counsel) are intended to constitute expenses of administration under any Bankruptcy Law. The Trustee shall comply with the provisions of TIA Section 313(b)(2) to the extent applicable. Section 7.08. Replacement of Trustee. A resignation or removal of the Trustee and appointment of a successor Trustee shall become effective only upon the successor Trustee's acceptance of appointment as provided in this Section 7.08. The Trustee may resign in writing at any time and be discharged from the trust hereby created by so notifying the Company. The Holders of a majority in principal amount of the then outstanding Notes may remove the Trustee by so notifying the Trustee and the Company in writing. The Company may remove the Trustee if: (a) the Trustee fails to comply with Section 7.10 hereof; (b) the Trustee is adjudged a bankrupt or an insolvent or an order for relief is entered with respect to the Trustee under any Bankruptcy Law; (c) a custodian or public officer takes charge of the Trustee or its property; or (d) the Trustee becomes incapable of acting. If the Trustee resigns or is removed or if a vacancy exists in the office of Trustee for any reason, the Company shall promptly appoint a successor Trustee. Within one year after the successor Trustee takes office, the Holders of a majority in principal amount of the then outstanding Notes may appoint a successor Trustee to replace the successor Trustee appointed by the Company. If a successor Trustee does not take office within 60 days after the retiring Trustee resigns or is removed, the retiring Trustee, the Company, or the Holders of Notes of at least 10% in principal amount of the then outstanding Notes may petition at the expense of the Company any court of competent jurisdiction for the appointment of a successor Trustee. If the Trustee, after written request by any Holder of a Note who has been a Holder of a Note for at least six months, fails to comply with Section 7.10, such Holder of a Note may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee. 74 A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon, the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Holders of the Notes. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, provided all sums owing to the Trustee hereunder have been paid and subject to the Lien provided for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant to this Section 7.08, the Company's obligations under Section 7.07 hereof shall continue for the benefit of the retiring Trustee. Section 7.09. Successor Trustee by Merger, Etc. If the Trustee consolidates, merges or converts into, or transfers all or substantially all of its corporate trust business to, another corporation, the successor corporation without any further act shall be the successor Trustee. Section 7.10. Eligibility; Disqualification. There shall at all times be a Trustee hereunder that is a corporation organized and doing business under the laws of the United States of America or of any state thereof that is authorized under such laws to exercise corporate trustee power, that is subject to supervision or examination by federal or state authorities and that has a combined capital and surplus of at least $50 million as set forth in its most recent published annual report of condition. This Indenture shall always have a Trustee who satisfies the requirements of TIA Sections 310(a)(1), (2) and (5). The Trustee is subject to TIA Section 310(b); provided, however, that there shall be excluded from the operation of TIA Section 310(b)(1) any indenture or indentures under which other securities, or certificates of interest or participation in other securities, of the Company are outstanding, if the requirements for such exclusion set forth in TIA Section 310(b)(1) are met. Section 7.11. Preferential Collection of Claims Against Company. The Trustee is subject to TIA Section 311(a), excluding any creditor relationship listed in TIA Section 311(b). A Trustee who has resigned or been removed shall be subject to TIA Section 311(a) to the extent indicated therein. The Trustee hereby waives any right to set off any claim that it may have against the Company in any capacity (other than as Trustee and Paying Agent) against any of the assets of the Company held by the Trustee; provided, however, that if the Trustee is or becomes a lender of any other Indebtedness permitted hereunder to be pari passu with the Notes, then such waiver shall not apply to the extent of such Indebtedness. ARTICLE 8 LEGAL DEFEASANCE AND COVENANT DEFEASANCE; SATISFACTION AND DISCHARGE Section 8.01. Option to Effect Legal Defeasance or Covenant Defeasance. The Company may, at the option of its Board of Directors evidenced by a resolution set forth in an Officers' Certificate, at any time, elect to have either Section 8.02 or Section 8.03 hereof be 75 applied to all outstanding Notes upon compliance with the conditions set forth below in this Article 8. Section 8.02. Legal Defeasance and Discharge. Upon the Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.01, the Company shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be deemed to have been discharged from its obligations with respect to all outstanding Notes and all obligations of the Guarantors shall be deemed to have been discharged with respect to their obligations under the Note Guarantees on the date the conditions set forth below are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal Defeasance means that the Company and the Guarantors shall be deemed to have paid and discharged the entire Indebtedness represented by the outstanding Notes and Note Guarantees, respectively, which shall thereafter be deemed to be "outstanding" only for the purposes of Section 8.08 hereof and the other Sections of this Indenture referred to in (a) and (b) below, and to have satisfied all its other obligations under such Notes and this Indenture (and the Trustee, on demand of and at the expense of the Company, shall execute proper instruments acknowledging the same), except for the following clauses, which shall survive until otherwise terminated or discharged hereunder: (a) the rights of Holders of outstanding Notes to receive solely from the trust fund described in Section 8.04 hereof, and as more fully set forth in such Section, payments in respect of the principal of, premium and Liquidated Damages, if any, and interest on such Notes when such payments are due, (b) the Company's obligations with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the rights, powers, trusts, duties and immunities of the Trustee hereunder and the Company's obligations in connection therewith and (d) this Article 8. Subject to compliance with this Article 8, the Company may exercise its option under this Section 8.02 notwithstanding the prior exercise of its option under Section 8.03 hereof. Section 8.03. Covenant Defeasance. Upon the Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.03, the Company and each of the Guarantors shall, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, be released from their respective obligations under the covenants set forth in Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19 and 4.20, hereof with respect to the outstanding Notes on and after the date the conditions set forth in Section 8.04 are satisfied (hereinafter, "Covenant Defeasance"), and the Notes shall thereafter be deemed not "outstanding" for the purposes of any direction, waiver, consent or declaration or act of Holders (and the consequences of any thereof) in connection with such covenants, but shall continue to be deemed "outstanding" for all other purposes hereunder (it being understood that such Notes shall not be deemed outstanding for accounting purposes). For this purpose, Covenant Defeasance means that, with respect to the outstanding Notes, the Company may omit to comply with and shall have no liability in respect of any term, condition or limitation set forth in any such covenant, whether directly or indirectly, by reason of any reference elsewhere herein to any such covenant or by reason of any reference in any such covenant to any other provision herein or in any other document and such omission to comply shall not constitute a Default or an Event of Default under Section 6.01 hereof, but, except as specified above, the remainder of this Indenture and such Notes shall be unaffected thereby. In addition, upon the Company's exercise under Section 8.01 hereof of the option applicable to this Section 8.03, subject to the satisfaction of the conditions set forth in Section 8.04 hereof, clauses (i) through (iii) of Section 6.01 and 76 clauses (v) through (vii) of Section 6.01 hereof shall cease to operate and not constitute Events of Default. Section 8.04. Conditions to Legal Defeasance or Covenant Defeasance. The following shall be the conditions to the application of either Section 8.02 or 8.03 hereof to the outstanding Notes: In order to exercise either Legal Defeasance or Covenant Defeasance: (a) the Company shall irrevocably deposit with the Trustee, in trust, for the benefit of the Holders of the Notes, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as shall be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, premium and Liquidated Damages, if any, and interest on the outstanding Notes on the Stated Maturity or on the applicable redemption date, as the case may be, and the Company shall specify whether the Notes are being defeased to maturity or to a particular redemption date; (b) in the case of an election under Section 8.02 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that (i) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (ii) since the Issue Date, there has been a change in the applicable federal income tax law, in either case to the effect that, and based thereon such Opinion of Counsel shall confirm that, the Holders of the outstanding Notes shall not recognize income, gain or loss for federal income tax purposes as a result of such Legal Defeasance and shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (c) in the case of an election under Section 8.03 hereof, the Company shall have delivered to the Trustee an Opinion of Counsel reasonably acceptable to the Trustee confirming that the Holders of the outstanding Notes shall not recognize income, gain or loss for federal income tax purposes as a result of such Covenant Defeasance and shall be subject to federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (d) no Default or Event of Default shall have occurred and be continuing either (i) on the date of such deposit, or (ii) insofar as an Event of Default set forth in Section 6.01(viii) shall have occurred and be continuing, at any time in the period ending on the 123rd day after the date of deposit; (e) such Legal Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under any material agreement or instrument (other than this Indenture) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound; (f) the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that, (i) assuming no intervening bankruptcy of the Company or any Guarantor 77 between the date of deposit and the 123rd day following the deposit and assuming that no Holder is an "insider" of the Company under applicable bankruptcy law, after the 123rd day following the deposit, the trust funds shall not be subject to the effect of Section 547 of the United States Bankruptcy Code or Section 15 of the New York Debtor and Creditor Law and (ii) the creation of the defeasance trust does not violate the Investment Company Act of 1940; (g) the Company shall have delivered to the Trustee an Officers' Certificate stating that the deposit was not made by the Company with the intent of preferring the Holders of Notes over any other creditors of the Company with the intent of defeating, hindering, delaying or defrauding any other creditors of the Company or others; (h) if the Notes are to be redeemed prior to their Stated Maturity, the Company shall have delivered to the Trustee irrevocable instructions to redeem all of the Notes on the specified redemption date; and (i) the Company shall have delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that all conditions precedent, including, without limitation, the conditions set forth in this Section 8.04, provided for or relating to the Legal Defeasance or the Covenant Defeasance have been complied with. Section 8.05. Satisfaction and Discharge of Indenture. This Indenture shall be discharged and shall cease to be of further effect as to all Notes issued hereunder when: (i) either: (A) all Notes that have been authenticated (except lost, stolen or destroyed Notes that have been replaced or paid and Notes for whose payment money has theretofore been deposited in trust and thereafter repaid to the Company) have been delivered to the Trustee for cancellation; or (B) all Notes that have not been delivered to the Trustee for cancellation have become due and payable by reason of the making of a notice of redemption or otherwise or will become due and payable within one year and the Company or any Guarantor has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination thereof, in such amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the Notes not delivered to the Trustee for cancellation for principal, premium, if any, and Liquidated Damages, if any, and accrued interest to the date of maturity or redemption; (ii) no Default or Event of Default shall have occurred and be continuing on the date of such deposit or shall occur as a result of such deposit and such deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which the Company or any Guarantor is a party or by which the Company or any Guarantor is bound; 78 (iii) the Company or any Guarantor has paid or caused to be paid all sums payable by it under this Indenture; and (iv) the Company has delivered irrevocable instructions to the Trustee under this Indenture to apply the deposited money toward the payment of the Notes at maturity or the redemption date, as the case may be. In addition, the Company must deliver an Officers' Certificate and an Opinion of Counsel to the Trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. Section 8.06. Survival of Certain Obligations. Notwithstanding Sections 8.02, 8.03 and 8.05, any obligations of the Company and the Guarantors in Sections 2.03 through 2.16 (excluding Sections 2.08 and 2.14), 6.07, 7.07, 7.08, and 8.07 through 8.11 shall survive until the Notes have been paid in full. Thereafter, any obligations of the Company and the Guarantors in Sections 7.07, 8.07, 8.08 and 8.10 shall survive such satisfaction and discharge. Nothing contained in this Article Eight shall abrogate any of the obligations or duties of the Trustee under this Indenture. Section 8.07. Acknowledgment of Discharge by Trustee. After the conditions of Section 8.02, 8.03 or 8.05 have been satisfied, the Trustee upon written request shall acknowledge in writing the discharge of all of the Company's obligations under this Indenture except for those surviving obligations specified in this Article Eight. Section 8.08. Deposited Money and Cash Equivalents to Be Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.09 hereof, all money and non-callable Cash Equivalents (including the proceeds thereof) deposited with the Trustee (or other qualifying trustee, collectively for purposes of this Section 8.08, the "Trustee") pursuant to Section 8.04 hereof in respect of the outstanding Notes shall be held in trust and applied by the Trustee, in accordance with the provisions of such Notes and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as Paying Agent) as the Trustee may determine, to the Holders of such Notes of all sums due and to become due thereon in respect of principal, premium, if any, and Liquidated Damages, if any, and interest, but such money need not be segregated from other funds except to the extent required by law. The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the cash or non-callable Cash Equivalents deposited pursuant to Section 8.04(a) hereof or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of the outstanding Notes. Anything in this Article 8 to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon the request of the Company any money or non-callable Cash Equivalents held by it as provided in Section 8.04 hereof which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee (which may be the opinion delivered under 79 Section 8.04 hereof), are in excess of the amount thereof that would then be required to be deposited to effect an equivalent Legal Defeasance or Covenant Defeasance. Section 8.09. Repayment to Company. Any money deposited with the Trustee or any Paying Agent, or then held by the Company, in trust for the payment of the principal of, premium and Liquidated Damages, if any, and interest on any Note and remaining unclaimed for two years after such principal, and premium and Liquidated Damages, if any, and interest has become due and payable shall be paid to the Company on its request or (if then held by the Company) shall be discharged from such trust; and the Holder of such Note shall thereafter, as a secured creditor, look only to the Company for payment thereof, and all liability of the Trustee or such Paying Agent with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee or such Paying Agent, before being required to make any such repayment, may at the expense of the Company cause to be published once, in the New York Times and The Wall Street Journal (national edition), notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such notification or publication, any unclaimed balance of such money then remaining shall be repaid to the Company. Section 8.10. Indemnity for Government Securities. The Company shall pay and shall indemnify the Trustee against any tax, fee or other charge imposed on or assessed against deposited U.S. Government Obligations or the principal and interest, if any, received on such U.S. Government Obligations. Section 8.11. Reinstatement. If the Trustee or Paying Agent is unable to apply any United States dollars or non-callable Government Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be, by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the Company's obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03 hereof until such time as the Trustee or Paying Agent is permitted to apply all such money in accordance with Section 8.02 or 8.03 hereof, as the case may be; provided, however, that, if the Company makes any payment of principal of, premium, if any, or interest on any Note following the reinstatement of its obligations, the Company shall be subrogated to the rights of the Holders of such Notes to receive such payment from the money held by the Trustee or Paying Agent. ARTICLE 9 AMENDMENT, SUPPLEMENT AND WAIVER Section 9.01. Without Consent of Holders of Notes. Notwithstanding Section 9.02 of this Indenture, without the consent of any Holder of Notes, the Company, the Guarantors and the Trustee may amend or supplement this Indenture, or the Notes or the Note Guarantees: (a) to cure any ambiguity, defect, error or inconsistency; 80 (b) to provide for uncertificated Notes in addition to or in place of certificated Notes; (c) to provide for the assumption of the Company's or any Guarantor's obligations to Holders of Notes in the case of a merger or consolidation or sale of all or substantially all of the assets of the Company or of such Guarantor; (d) to make any change that would provide any additional rights or benefits to the Holders of Notes or that does not adversely affect the legal rights under this Indenture of any such Holder; (e) to comply with requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act; (f) to comply with the requirements of Section 4.17; (g) to evidence and provide for the acceptance of appointment by a successor Trustee, or (h) to provide for the issuance of Additional Notes in accordance with this Indenture. Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof stating that such amended or supplemental Indenture complies with this Section 9.01, the Trustee shall join with the Company in the execution of any amended or supplemental Indenture authorized or permitted by the terms of this Indenture and to make any further appropriate agreements and stipulations that may be therein contained, but the Trustee shall not be obligated to enter into such amended or supplemental Indenture that affects its own rights, duties or immunities under this Indenture or otherwise. Section 9.02. With Consent of Holders of Notes. Except as provided below in this Section 9.02, this Indenture (including Sections 3.09, 4.10 and 4.14 hereof), the Notes or the Note Guarantees may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the Notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default or Event of Default or compliance with any provision of this Indenture or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes (including, without limitation, consents obtained in connection with a tender offer or exchange offer for, Notes). Without the consent of the Holders of at least 75% in principal amount of the Notes then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), an amendment or waiver may not amend or modify any of the provisions of this Indenture or the related definitions affecting the subordination or ranking of the Notes or any Note Guarantee in any manner adverse to the holders of the Notes or any Note Guarantee. Section 2.08 hereof shall determine which Notes are considered to be "outstanding" for purposes of this Section 9.02. 81 Upon the request of the Company accompanied by a resolution of its Board of Directors authorizing the execution of any such amended or supplemental Indenture, and upon the filing with the Trustee of evidence satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid, and upon receipt by the Trustee of the documents described in Section 7.02(b) hereof stating that any such amended or supplemental Indenture complies with this Section 9.02, the Trustee shall join with the Company in the execution of such amended or supplemental Indenture unless such amended or supplemental Indenture directly affects the Trustee's own rights, duties or immunities under this Indenture or otherwise, in which case the Trustee may in its discretion, but shall not be obligated to, enter into such amended or supplemental Indenture. It shall not be necessary for the consent of the Holders of Notes under this Section 9.02 to approve the particular form of any proposed amendment or waiver, but it shall be sufficient if such consent approves the substance thereof. After an amendment, supplement or waiver under this Section 9.02 becomes effective, the Company shall mail to the Holders of Notes affected thereby a notice briefly describing the amendment, supplement or waiver. Any failure of the Company to mail such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such amended or supplemental Indenture or waiver. Subject to Sections 6.04 and 6.07 hereof, the Holders of a majority in aggregate principal amount of the Notes then outstanding voting as a single class may waive compliance in a particular instance by the Company with any provision of this Indenture or the Notes. However, without the consent of each Holder affected, an amendment or waiver under this Section 9.02 may not (with respect to any Notes held by a non-consenting Holder): (a) reduce the principal amount of Notes whose Holders must consent to an amendment, supplement or waiver; (b) reduce the principal of or change the fixed maturity of any Note or alter the provisions, or waive any payment, with respect to the redemption of the Notes; (c) reduce the rate of or change the time for payment of interest on any Note; (d) waive a Default or Event of Default in the payment of principal of or premium, if any, or interest or Liquidated Damages, if any, on the Notes (except a rescission of acceleration of the Notes by the Holders of at least a majority in aggregate principal amount of the Notes and a waiver of the payment default that resulted from such acceleration); (e) make any Note payable in money other than U.S. dollars; (f) make any change in the provisions of this Indenture relating to waivers of past Defaults or the rights of Holders of Notes to receive payments of principal of, or interest or premium or Liquidated Damages, if any, on the Notes; 82 (g) release any Guarantor from any of its obligations under its Note Guarantee of these Notes or this Indenture, except in accordance with the terms of this Indenture; (h) impair the right to institute suit for the enforcement of any payment on or with respect to the Notes or the Note Guarantees; (i) amend, change or modify the obligation of the Company to make and consummate an Asset Sale Offer with respect to any Asset Sale in accordance with Section 4.10 after the obligation to make such an Asset Sale Offer has arisen, or the obligation of the Company to make and consummate a Change of Control Offer in the event of a Change of Control in accordance with Section 4.14 after such Change of Control has occurred, including, in each case, amending, changing or modifying any definition relating thereto; (j) except as otherwise permitted under Section 5.01 and Article 11, consent to the assignment or transfer by the Company or any Guarantor of any of their rights or obligations under this Indenture; or (k) make any change in Section 6.04 or 6.07 hereof or in the foregoing amendment and waiver provisions. Section 9.03. Compliance with Trust Indenture Act. Every amendment or supplement to this Indenture or the Notes shall be set forth in a amended or supplemental Indenture that complies with the TIA as then in effect. Section 9.04. Revocation and Effect of Consents. Until an amendment, supplement or waiver becomes effective, a consent to it by a Holder of a Note is a continuing consent by such Holder of a Note and every subsequent Holder of a Note or portion of a Note that evidences the same debt as the consenting Holder's Note, even if notation of the consent is not made on any Note. However, any such Holder of a Note or subsequent Holder of a Note may revoke the consent as to its Note if the Trustee receives written notice of revocation before the date the waiver, supplement or amendment becomes effective. An amendment, supplement or waiver becomes effective in accordance with its terms and thereafter binds every Holder. Section 9.05. Notation on or Exchange of Notes. The Trustee may place an appropriate notation about an amendment, supplement or waiver on any Note thereafter authenticated. The Company in exchange for all Notes may issue and the Trustee shall, upon receipt of an Authentication Order, authenticate new Notes that reflect the amendment, supplement or waiver. Failure to make the appropriate notation or issue a new Note shall not affect the validity and effect of such amendment, supplement or waiver. Section 9.06. Trustee to Sign Amendments, Etc. The Trustee shall sign any amended or supplemental indenture or Note authorized pursuant to this Article 9 if the amendment or supplement does not adversely affect the rights, duties, liabilities or immunities of the Trustee. The Company may not sign an amendment or supplemental indenture or Note until the Board of Directors approves it. In executing any amended or supplemental indenture or 83 Note, the Trustee shall be entitled to receive and (subject to Section 7.01 hereof) shall be fully protected in relying upon, in addition to the documents required by Section 11.04 hereof, an Officer's Certificate and an Opinion of Counsel stating that the execution of such amended or supplemental indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, execute any such amendment, supplement or waiver which affects the Trustee's rights, duties or immunities under this Indenture or otherwise. In signing any amendment, supplement or waiver, the Trustee shall be entitled to receive an indemnity reasonably satisfactory to it. ARTICLE 10 SUBORDINATION Section 10.01. Agreement to Subordinate. The Company agrees, and each Holder by accepting a Note agrees, that the Indebtedness evidenced by the Notes is subordinated in right of payment, to the extent and in the manner provided in this Article 10, to the prior payment in full in cash or Cash Equivalents of all Senior Debt (whether outstanding on the Issue Date or hereafter created, incurred, assumed or guaranteed), and that the subordination is for the benefit of the holders of Senior Debt. Section 10.02. Liquidation; Dissolution; Bankruptcy. The holders of Senior Debt of the Company shall be entitled to receive payment in full in cash or Cash Equivalents of all Obligations due in respect of Senior Debt of the Company (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt of the Company whether or not an allowed claim) before the Holders of Notes shall be entitled to receive any payment with respect to the Notes (except that Holders of Notes may receive and retain Permitted Junior Securities and payments made from the trust pursuant to Article 8 hereof), in the event of any distribution to creditors of the Company in connection with (a) any liquidation or dissolution of the Company; (b) any bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to the Company or its property; (c) any assignment by the Company for the benefit of its creditors; or (d) any marshaling of the Company's assets and liabilities. Section 10.03. Default on Designated Senior Debt. The Company shall not make any payment in respect of the Notes (except in Permitted Junior Securities or from the trust pursuant to Article 8 hereof) if: (a) a payment default on Designated Senior Debt of the Company occurs and is continuing; or (b) any other default (a "nonpayment default") occurs and is continuing on any series of Designated Senior Debt of the Company that permits holders of that series of Designated Senior Debt of the Company to accelerate its maturity and the Trustee receives a notice of such default (a "Payment Blockage Notice") from the Company or (i) with respect to Designated Senior Debt incurred pursuant to the Credit Agreement, the 84 agent for the lenders thereunder and (ii) with respect to any other Designated Senior Debt, the holders of such Designated Senior Debt. (c) Payments on the Notes may and shall be resumed: (i) in the case of a payment default on Designated Senior Debt of the Company, upon the date on which such default is cured or waived; and (ii) in case of a nonpayment default, the earlier of the date on which such default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of such Designated Senior Debt of the Company has been accelerated. (d) No new Payment Blockage Notice may be delivered unless and until: (i) 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and (ii) all scheduled payments of principal, interest and premium and Liquidated Damages, if any, on the Notes that have come due have been paid in full in cash. (e) No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the Trustee shall be, or be made, the basis for a subsequent Payment Blockage Notice. Section 10.04. Acceleration of Securities. If payment of the Notes is accelerated because of an Event of Default, the Company and the Trustee shall promptly notify holders of Senior Debt of the acceleration. Section 10.05. When Distribution Must Be Paid Over. In the event that the Trustee or any Holder receives any payment of any Obligations with respect to the Notes (except in Permitted Junior Securities or from the trust pursuant to Article 8 hereof) at a time when the payment is prohibited by this Article and the Trustee or such Holder, as applicable, has actual knowledge that such payment is prohibited by Article 10 hereof, such payment shall be held by the Trustee or such Holder, as applicable, in trust for the benefit of the holders of the Senior Debt of the Company, upon written request of the holders of the Senior Debt of the Company shall be paid forthwith over and delivered, to the holders of Senior Debt as their interests may appear or their proper Representative, for application to the payment of all Obligations with respect to Senior Debt remaining unpaid to the extent necessary to pay such Obligations in full in accordance with their terms, after giving effect to any concurrent payment or distribution to or for the holders of Senior Debt. With respect to the holders of Senior Debt, the Trustee undertakes to perform only such obligations on the part of the Trustee as are specifically set forth in this Article 10, and no implied covenants or obligations with respect to the holders of Senior Debt shall be read into this Indenture against the Trustee. The Trustee shall not be deemed to owe any fiduciary duty to the holders of Senior Debt, and shall not be liable to any such holders if the Trustee shall pay over or 85 distribute to or on behalf of Holders or the Company or any other Person money or assets to which any holders of Senior Debt shall be entitled by virtue of this Article 10, except if such payment is made as a result of the willful misconduct or gross negligence of the Trustee. Section 10.06. Notice by the Company. The Company shall promptly notify the Trustee and the Paying Agent in writing of any facts known to the Company that would cause a payment of any Obligations with respect to the Notes to violate this Article 10, but failure to give such notice shall not affect the subordination of the Notes to the Senior Debt as provided in this Article 10. Section 10.07. Subrogation. After all Senior Debt is paid in full and until the Notes are paid in full, Holders of Notes shall be subrogated (equally and ratably with all other Indebtedness pari passu with the Notes) to the rights of holders of Senior Debt to receive distributions applicable to Senior Debt to the extent that distributions otherwise payable to the Holders of Notes have been applied to the payment of Senior Debt. A distribution made under this Article 10 to holders of Senior Debt that otherwise would have been made to Holders of Notes is not, as between the Company and Holders, a payment by the Company on the Notes. Section 10.08. Relative Rights. This Article 10 defines the relative rights of Holders of Notes and holders of Senior Debt. Nothing in this Indenture shall: (a) impair, as between the Company and Holders of Notes, the obligation of the Company, which is absolute and unconditional, to pay principal of and interest on the Notes in accordance with their terms; (b) affect the relative rights of Holders of Notes and creditors of the Company other than their rights in relation to holders of Senior Debt; or (c) prevent the Trustee or any Holder of Notes from exercising its available remedies upon a Default or Event of Default, subject to the rights of holders and owners of Senior Debt to receive distributions and payments otherwise payable to Holders of Notes. If the Company fails because of this Article 10 to pay principal of or interest on a Note on the due date, the failure is still a Default or Event of Default. Section 10.09. Subordination May Not Be Impaired by the Company. No right of any holder of Senior Debt to enforce the subordination of the Indebtedness evidenced by the Notes shall be impaired by any act or failure to act by the Company or any Holder or by the failure of the Company or any Holder to comply with this Indenture. Section 10.10. Distribution or Notice to Representative. Whenever a distribution is to be made or a notice given to holders of Senior Debt, the distribution may be made and the notice given to their Representative. Upon any payment or distribution of assets of the Company referred to in this Article 10, the Trustee and the Holders of Notes shall be entitled to rely upon any order or decree made by any court of competent jurisdiction or upon any certificate of such Representative or of 86 the liquidating trustee or agent or other Person making any distribution to the Trustee or to the Holders of Notes for the purpose of ascertaining the Persons entitled to participate in such distribution, the holders of the Senior Debt and other Indebtedness of the Company, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all other facts pertinent thereto or to this Article 10. Section 10.11. Rights of Trustee and Paying Agent. Notwithstanding this Article 10 or any other provision of this Indenture, the Trustee shall not be charged with knowledge of the existence of any facts that would prohibit the making of any payment or distribution by the Trustee, and the Trustee and the Paying Agent may continue to make payments on the Notes, unless the Trustee shall have received at its Corporate Trust Office at least five Business Days prior to the date of such payment written notice of facts that would cause the payment of any Obligations with respect to the Notes to violate this Article 10. Only the Company or a Representative may give the notice. Nothing in this Article 10 shall impair the claims of, or payments to, the Trustee under or pursuant to Section 7.07 hereof. The Trustee in its individual or any other capacity may hold Senior Debt with the same rights it would have if it were not Trustee. Any Agent may do the same with like rights. Section 10.12. Authorization to Effect Subordination. Each Holder of Notes, by the Holder's acceptance thereof, authorizes and directs the Trustee on such Holder's behalf to take such action as may be necessary or appropriate to effectuate the subordination as provided in this Article 10, and appoints the Trustee to act as such Holder's attorney-in-fact for any and all such purposes. If the Trustee does not file a proper proof of claim or proof of debt in the form required in any proceeding referred to in Section 6.09 hereof at least 30 days before the expiration of the time to file such claim, the lenders under the Credit Agreement are hereby authorized to file an appropriate claim for and on behalf of the Holders of the Notes. ARTICLE 11 NOTE GUARANTEES Section 11.01. Guarantee. Subject to this Article 11 each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) (i) the principal of and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, 87 whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to this Indenture, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Subject to Section 6.06 hereof and to the extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (d) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. Section 11.02. Subordination of Note Guarantee. The Obligations of each Guarantor under its Note Guarantee pursuant to this Article 11 shall be subordinated to the Guarantee of any Senior Debt of such Guarantor on the same basis as the Notes are subordinated to Senior Debt of the Company. For the purposes of the foregoing sentence, the Trustee and the Holders shall have the right to receive and/or retain payments by any of the Guarantors only at such times as they may receive and/or retain payments in respect of the Notes pursuant to this Indenture, including Article 10 hereof. Section 11.03. Limitation on Guarantor Liability. Each Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Note Guarantee of such Guarantor not constitute a fraudulent transfer or conveyance for 88 purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable to any Note Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree that the obligations of such Guarantor shall, after giving effect to such maximum amount and all other contingent and fixed liabilities of such Guarantor that are relevant under such laws, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under this Article 11, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. Section 11.04. Execution and Delivery of Note Guarantee. To evidence its Note Guarantee set forth in Section 11.01, each Guarantor hereby agrees that a notation of such Note Guarantee substantially in the form included in Exhibit D attached hereto shall be endorsed by an Officer of such Guarantor on each Note authenticated and delivered by the Trustee and that this Indenture shall be executed on behalf of such Guarantor by its President or one of its Vice Presidents. Each Guarantor hereby agrees that its Note Guarantee set forth in Section 11.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. If an Officer whose signature is on this Indenture or on the Note Guarantee no longer holds that office at the time the Trustee authenticates the Note on which a Note Guarantee is endorsed, the Note Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of the Guarantors. Section 11.05. Releases Following Sale of Assets. Any Guarantor shall be released and relieved of any obligations under its Note Guarantee, (a) in connection with any sale of all of the Capital Stock of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) an Affiliate of the Company, if the sale of all of such Capital Stock of that Guarantor complies with Section 4.10 hereof, including the application of the Net Proceeds therefrom; (b) if the Company designated such Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with this Indenture; or (c) solely in the case of a Note Guarantee created pursuant to Section 4.20(a), upon the release or discharge of the Guarantee which resulted in the creation of such Note Guarantee pursuant to Section 4.20, except a discharge or release by or as a result of payment under such Guarantee. Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under this Indenture as provided in this Article Eleven. Section 11.06. Additional Guarantors. The Company covenants and agrees that it shall cause any Person which becomes obligated to become a Guarantor, pursuant to the terms of Section 4.20, to execute a supplemental indenture substantially in the form of Exhibit E hereto 89 and any other documentation requested by the Trustee satisfactory in form to the Trustee in accordance with Section 4.20 pursuant to which such Restricted Subsidiary shall guarantee the obligations of the Company under the Notes and this Indenture in accordance with this Article Eleven with the same effect and to the same extent as if such Person had been named herein as a Subsidiary Guarantor. Section 11.07. Notation Not Required. Neither the Company nor the Guarantors shall be required to make a notation on the Notes to reflect any Note Guarantee or any release, termination or discharge thereof. Section 11.08. Successors and Assigns. This Article Eleven shall be binding upon the Guarantors and each of their successors and assigns and shall inure to the benefit of the successors and assigns of the Trustee and the Holders and, in the event of any transfer or assignment of rights by any Holder or the Trustee, the rights and privileges conferred upon that party in this Indenture and in the Notes shall automatically extend to and be vested in such transferee or assigns, all subject to the terms and conditions of this Indenture. Except as set forth in Article 4 and 5 hereof, and notwithstanding the provisions of this Section, nothing contained in this Indenture shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or will prevent the sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor. Section 11.09. No Waiver. Neither a failure nor a delay on the part of either the Trustee or the Holders in exercising any right, power or privilege under this Article Eleven shall operate as a waiver thereof, nor shall a single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. The rights, remedies and benefits of the Trustee and the Holders herein expressly specified are cumulative and are not exclusive of any other rights, remedies or benefits which either may have under this Article Eleven at law, in equity, by statute or otherwise. Section 11.10. Modification. No modification, amendment or waiver of any provision of this Article Eleven, nor the consent to any departure by the Guarantor therefrom, shall in any event be effective unless the same shall be in writing and signed by the Trustee, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice to or demand on the Guarantor in any case shall entitle the Guarantor to any other or further notice or demand in the same, similar or other circumstance. ARTICLE 12 MISCELLANEOUS Section 12.01. Trust Indenture Act Controls. This Indenture is subject to the provisions of the TIA that are required to be a part of this Indenture, and shall, to the extent applicable, be governed by such provisions. If any provision of this Indenture modifies any TIA provision that may be so modified, such TIA provision shall be deemed to apply to this Indenture 90 as so modified. If any provision of this Indenture excludes any TIA provision that may be so excluded, such TIA provision shall be excluded from this Indenture. The provisions of TIA Sections 310 through 317 that impose duties on any Person (including the provisions automatically deemed included unless expressly excluded by this Indenture) are a part of and govern this Indenture, whether or not physically contained herein. Section 12.02. Notices. Any notice or communication by the Company, any Guarantor or the Trustee to the others is duly given if in writing and delivered in Person or mailed by first class mail (registered or certified, return receipt requested), telex, telecopier or overnight air courier guaranteeing next day delivery, to the others' address. If to the Company and/or any Guarantor: Rayovac Corporation 601 Rayovac Drive Madison, WI 53711 Facsimile: 608-275-4406 Attention: General Counsel with a copy to: Skadden, Arps, Slate, Meagher & Flom LLP One Beacon Street Boston, Massachusetts 02108-3194 Facsimile: 617-573-4822 Attention: Margaret Brown If to the Trustee: U.S. Bank National Association 60 Livingston Avenue St. Paul, MN 55107-2292 Facsimile: 651- 495-8097 Attention: Corporate Trust Department The Company, any Guarantor or the Trustee, by notice to the others may designate additional or different addresses for subsequent notices or communications. All notices and communications (other than those sent to Holders) shall be deemed to have been duly given: (i) at the time delivered by hand, if personally delivered; (ii) five Business Days after being deposited in the mail, postage prepaid, if mailed; (iii) when answered back, (iv) if telexed; when receipt acknowledged, if telecopied; and (v) the next Business Day after timely delivery to the courier, if sent by overnight air courier guaranteeing next day delivery. Any notice or communication to a Holder shall be mailed by first class mail, certified or registered, return receipt requested, or by overnight air courier guaranteeing next day 91 delivery to its address shown on the register kept by the Registrar. Any notice or communication shall also be so mailed to any Person described in TIA Section 313(c), to the extent required by the TIA. Failure to mail a notice or communication to a Holder or any defect in it shall not affect its sufficiency with respect to other Holders. If a notice or communication is mailed in the manner provided above within the time prescribed, it is duly given, whether or not the addressee receives it. If the Company mails a notice or communication to Holders, it shall mail a copy to the Trustee and each Agent at the same time. Section 12.03. Communication by Holders of Notes with Other Holders of Notes. Holders may communicate pursuant to TIA Section 312(b) with other Holders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of TIA Section 312(c). Section 12.04. Certificate and Opinion as to Conditions Precedent. Upon any request or application by the Company to the Trustee to take any action under this Indenture (other than in connection with the Exchange Offer contemplated by Section 2.06(f) or under Section 2.02 hereof unless required by the TIA), the Company shall furnish to the Trustee: (a) an Officers' Certificate in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of the signers, all conditions precedent and covenants, if any, provided for in this Indenture relating to the proposed action have been satisfied; (b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee (which shall include the statements set forth in Section 12.05 hereof) stating that, in the opinion of such counsel, all such conditions precedent and covenants have been satisfied; and (c) where applicable, a certificate or opinion by an independent certified public accountant satisfactory to the Trustee that complies with TIA Section 314(c). Section 12.05. Statements Required in Certificate or Opinion. Each certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture (other than a certificate provided pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA Section 314(e) and shall include: (a) a statement that the Person making such certificate or opinion has read such covenant or condition; (b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based; 92 (c) a statement that, in the opinion of such Person, he or she has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been satisfied; and (d) a statement as to whether or not, in the opinion of such Person, such condition or covenant has been satisfied. Section 12.06. Rules by Trustee and Agents. The Trustee may make reasonable rules for action by or at a meeting of Holders. The Registrar or Paying Agent may make reasonable rules and set reasonable requirements for its functions. Section 12.07. No Personal Liability of Directors, Officers, Employees and Stockholders. No director, officer, employee, agent, manager, member, incorporator, stockholder or other equityholder of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or the Guarantors under the Notes, the Exchange Notes, the Note Guarantees, this Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws. Section 12.08. Governing Law. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND THE NOTE GUARANTEES. Section 12.09. No Adverse Interpretation of Other Agreements. This Indenture may not be used to interpret any other indenture, loan or debt agreement of the Company or its Subsidiaries or of any other Person. Any such indenture, loan or debt agreement may not be used to interpret this Indenture. All agreements of each Guarantor in this Indenture shall bind its successors. Section 12.10. Successors. All agreements of the Company in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors. All agreements of each Guarantor in this Indenture shall bind its successors. Section 12.11. Severability. In case any provision in this Indenture or in the Notes 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 12.12. Counterpart Originals. The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. Section 12.13. Table of Contents, Headings, Etc. The Table of Contents, Cross-Reference Table and Headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not to be considered a part of this Indenture and shall in no way modify or restrict any of the terms or provisions hereof. [Signatures on following page] 93 IN WITNESS WHEREOF, the parties have executed this Indenture as of September 30, 2003 RAYOVAC CORPORATION By: /s/ James T. Lucke -------------------------------- Name: James T. Lucke Title: Secretary ROV HOLDING, INC. By: /s/ James T. Lucke -------------------------------- Name: James T. Lucke Title: Secretary ROVCAL, INC. By: /s/ James T. Lucke -------------------------------- Name: James T. Lucke Title: Secretary VESTAR SHAVER CORP. By: /s/ James T. Lucke -------------------------------- Name: James T. Lucke Title: Secretary VESTAR RAZOR CORP. By: /s/ James T. Lucke -------------------------------- Name: James T. Lucke Title: Secretary 94 REMINGTON PRODUCTS COMPANY, L.L.C. By: /s/ James T. Lucke -------------------------------- Name: James T. Lucke Title: Secretary REMINGTON CAPITAL CORPORATION By: /s/ James T. Lucke -------------------------------- Name: James T. Lucke Title: Secretary REMINGTON RAND CORPORATION By: /s/ James T. Lucke -------------------------------- Name: James T. Lucke Title: Secretary REMINGTON CORPORATION, L.L.C., as Guarantors By: /s/ James T. Lucke -------------------------------- Name: James T. Lucke Title: Secretary U.S. BANK NATIONAL ASSOCIATION, as trustee By: /s/ Richard H. Prokosch -------------------------------- Name: Richard H. Prokosch Title: Vice President 95 EXHIBIT A [Face of Note] [THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON OF THIS NOTE) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (I) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRANSFER AGENT. THIS LEGEND SHALL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.] [IF TEMPORARY REGULATION S GLOBAL NOTE- THE NOTE IS A TEMPORARY REGULATION S GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. EXCEPT IN THE CIRCUMSTANCES DESCRIBED IN SECTION 2.06 OF THE INDENTURE, NO TRANSFER OR EXCHANGE OF AN INTEREST IN THIS TEMPORARY GLOBAL NOTE MAY BE MADE FOR AN INTEREST IN THE RESTRICTED GLOBAL NOTE. NO EXCHANGE OF AN INTEREST IN THIS TEMPORARY REGULATION S GLOBAL NOTE MAY BE MADE FOR AN INTEREST IN THE PERMANENT REGULATION S GLOBAL NOTE EXCEPT (A) ON OR AFTER THE TERMINATION OF THE DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) AND (B) UPON DELIVERY OF THE OWNER SECURITIES CERTIFICATION AND THE TRANSFEREE SECURITIES CERTIFICATION RELATING TO SUCH INTEREST IN ACCORDANCE WITH THE TERMS OF THE INDENTURE. UNTIL 40 DAYS AFTER THE COMMENCEMENT OF THE OFFERING OF THE NOTES, AN OFFER OR SALE OF THE NOTES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE SECURITIES ACT OF 1933, AS AMENDED) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED IF SUCH OFFER OR SALE IS MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED.] A-2 [If Restricted Global Note - CUSIP Number 755081 AC 0/ISIN Number US755081AC07] [If Temporary Regulation S Global Note or Regulation S Global Note - CUSIP Number U75320 AA 6/ISIN Number USU75320AA63] No. _______ **$_________** RAYOVAC CORPORATION 8 1/2% Senior Subordinated Notes due 2013 Rayovac Corporation (the "Company"), for value received, promises to pay to CEDE & Co., or its registered assigns, the principal sum of [Amount of Note] $______________ Dollars on October 1, 2013. Interest Payment Dates: April 1 and October 1 of each year, starting on April 1, 2004. Record Dates: March 15 and September 15. Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. A-3 IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by facsimile by its duly authorized officers. RAYOVAC CORPORATION By:________________________________ Name: Title: (Trustee's Certificate of Authentication) This is one of the 8 1/2% Senior Subordinated Notes due 2013 referred to in the within-mentioned Indenture. Dated: U.S. BANK NATIONAL ASSOCIATION, as Trustee By:________________________ Authorized Signatory A-4 [Reverse Side of Note] RAYOVAC CORPORATION 8 1/2% Senior Subordinated Notes due 2013 Capitalized terms used herein shall have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. 1. Interest. The Company promises to pay interest on the principal amount and premium, if any, of this Note at 8.50% per annum from the date hereof until Maturity and shall pay the Liquidated Damages, if any, payable pursuant to Section 5 of the Registration Rights Agreement referred to below. The Company shall pay interest and Liquidated Damages, if any, semi-annually on April 1 and October 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each an "Interest Payment Date"). Interest on the Notes shall accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a Record Date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided further that the first Interest Payment Date shall be April 1, 2004. The Company shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it shall pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest shall be computed on the basis of a 360-day year of twelve 30-day months. 2. Method of Payment. The Company shall pay interest on the Notes (except defaulted interest) and Liquidated Damages, if any, to the Persons who are registered Holders of Notes at the close of business on the Record Date immediately preceding the Interest Payment Date, even if such Notes are canceled after such Record Date and on or before such Interest Payment Date, except as provided in Section 2.13 of the Indenture with respect to defaulted interest. The Notes shall be payable as to principal, premium, if any, and Liquidated Damages, if any, and interest at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest and Liquidated Damages, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders, and provided that payment by wire transfer of immediately available funds shall be required with respect to principal of and interest, premium and Liquidated Damages on, all Global Notes and all other Notes the Holders of which shall have provided wire transfer instructions to the Company or the Paying Agent. Such payment shall be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. 3. Paying Agent and Registrar. Initially, U.S. Bank National Association, the Trustee under the Indenture, shall act as Paying Agent and Registrar. The Company may A-5 change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. 4. Indenture. The Company issued the Notes under an Indenture dated as of September 30, 2003 (the "Indenture") among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended. The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Indenture pursuant to which this Note is issued provides that an unlimited aggregate principal amount of Additional Notes may be issued thereunder. 5. Optional Redemption. (a) Except as set forth in paragraph 5 (b) below, the Notes shall not be redeemable at the Company's option prior to October 1, 2008. Thereafter, the Company may redeem all or a part of these Notes, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on October 1 of the years indicated below:

YEAR PERCENTAGE - ---- ---------- 2008 ......................................... 104.250% 2009 ......................................... 102.833% 2010 ......................................... 101.417% 2011 and thereafter .......................... 100.000%

(b) At any time prior to October 1, 2006, the Company may on one or more occasions redeem up to 35% of the aggregate principal amount of Notes at a redemption price of 108.50% of the principal amount thereof, plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the redemption date, with the net cash proceeds of one or more Equity Offerings of the Company; provided that at least 65% of the aggregate principal amount of Notes remains outstanding immediately after the occurrence of such redemption (excluding Notes held by the Company or its Subsidiaries); and such redemption shall occur within 45 days of the date of the closing of such Equity Offering. 6. Repurchase at Option of Holder. (a) If a Change of Control occurs, each Holder of Notes shall have the right to require the Company to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of such Holder's Notes pursuant to the offer described below (the "Change of Control Offer") at an offer price in cash equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the date of purchase (the "Change of Control Payment"). Within 30 days following any Change of Control, the Company shall mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and which shall be no earlier than 30 days and no later than 60 days from the date such notice is mailed (the "Change of Control Payment Date"), pursuant to the procedures required by the Indenture and described in such notice; A-6 (b) Within 360 days after the receipt of any Net Proceeds from an Asset Sale, the Company may apply such Net Proceeds at its option: (i) to repay Senior Debt and, if the Senior Debt being repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto; or (ii) to purchase Replacement Assets or make a capital expenditure in or that is used or useful in a Permitted Business. Pending the final applications of any such Net Proceeds, the Company may temporarily reduce revolving credit borrowings or otherwise invest such Net Proceeds in any manner that is not prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute "Excess Proceeds." Within 10 days after the aggregate amount of Excess Proceeds exceeds $10.0 million, the Company will make an offer (an "Asset Sale Offer") to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes or any Note Guarantee containing provisions similar to those set forth in the Indenture with respect to offers to purchase with the proceeds of sales of assets to purchase the maximum principal amount of Notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash equal to 100% of the principal amount thereof of the Notes and such other pari passu Indebtedness plus accrued and unpaid interest and Liquidated Damages, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the Notes and such other pari passu Indebtedness to be purchased on a pro rata basis based on the principal amount of Notes and such other pari passu Indebtedness tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero. 7. Selection and Notice of Redemption If less than all of the Notes are to be redeemed or purchased in an offer to purchase at any time, the Trustee shall select the Notes to be redeemed or purchased among the Holders in compliance with the requirements of the principal national securities exchange, if any, on which the Notes are listed, or, if the Notes are not so listed, on a pro rata basis, by lot or in accordance with any other method the Trustee shall deem fair and appropriate. At least 30 days but not more than 60 days before a redemption date, the Company shall mail or cause to be mailed, by first class mail, a notice of redemption to each Holder whose Notes are to be redeemed at its registered address. The notice shall identify the Notes to be redeemed and shall state:(i) the redemption date; (ii) the redemption price; (iii) if any Note is being redeemed in part, the portion of the principal amount of such Note to be redeemed and that, after the redemption date upon surrender of such Note, a new Note or Notes in principal amount equal to the unredeemed portion of the original Note shall be issued in the name of the Holder thereof upon cancellation of the original Note; (iv) the name and address of the Paying Agent; (v) that Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price and become due on the date fixed for redemption; (vi) that, unless the Company defaults in making such redemption payment, interest on Notes called for redemption ceases to accrue on and after the redemption date; (vii) the paragraph of the Notes and/or Section of the Indenture pursuant to which the Notes called for redemption are being redeemed; and (viii) that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes. A-7 8. Denominations, Transfer, Exchange. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date. 9. Persons Deemed Owners. The registered Holder of a Note will be treated as its owner for all purposes. 10. Amendment, Supplement and Waiver. Subject to certain exceptions, the Indenture, the Note Guarantees, or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class, and any existing default or compliance with any provision of the Indenture, the Note Guarantees, or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes, if any, voting as a single class. Without the consent of the Holders of at least 75% in principal amount of the Notes then outstanding voting as a single class (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, the Notes), an amendment or waiver may not amend or modify any of the provisions of the Indenture or the related definitions affecting the subordination or ranking of the Notes or any Note Guarantee in any manner adverse to the holders of the Notes or any Note Guarantee. Without the consent of any Holder of a Note, the Indenture, the Note Guarantees, or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes, to provide for the assumption of the Company's obligations to Holders of the Notes in case of a merger or consolidation or sale of all or substantially all of the assets of the Company, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act or to allow any Subsidiary to guarantee the Notes, to provide for the issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture with respect to the Notes. 11. Defaults and Remedies. In the case of an Event of Default arising from certain events of bankruptcy or insolvency, with respect to the Company or any of its Restricted Subsidiaries that is a Significant Subsidiary, all outstanding Notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the Notes may declare all the Notes to be due and payable immediately by notice in writing to the Company specifying the Event of Default. Holders of the Notes may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority A-8 in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal, premium, if any, or interest) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest, premium or Liquidated Damages on, or the principal of, the Notes. In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of the Company with the intention of avoiding payment of the premium that the Company would have had to pay if the Company then had elected to redeem the Notes pursuant to Section 3.07 of the Indenture concerning optional redemption, an equivalent premium shall also become and be immediately due and payable to the extent permitted by law upon the acceleration of the Notes. 12. Trustee Dealings with Company. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee. 13. No Recourse Against Others. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Company or any Guarantor, as such, shall have any liability for any obligations of the Company or any Guarantor under the Notes, any Note Guarantees, the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws. 14. Authentication. This Note shall not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. 15. Additional Rights of Holders of Restricted Global Notes and Restricted Certificated Notes. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes shall have all the rights set forth in the Registration Rights Agreement, dated as of September 30, 2003, among the Company, the Guarantors and the parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes shall have the rights set forth in one or more registration rights agreements, if any, among the Company, the Guarantors and the other parties thereto, relating to rights given by the Company to the purchasers of Additional Notes (collectively, the "Registration Rights Agreement"). 16. CUSIP Numbers. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such A-9 numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Company shall furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to: If to the Company and/or any Guarantor: Rayovac Corporation 601 Rayovac Drive Madison, WI 53711 Facsimile: 608-275-4406 Attention: General Counsel with a copy to: Skadden, Arps, Slate, Meagher & Flom LLP One Beacon Street Boston, Massachusetts 02108-3194 Facsimile: 617-573-4822 Attention: Margaret Brown A-10 ASSIGNMENT FORM To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to ________________________________________________________________________________ ________________________________________________________________________________ (Insert assignee's legal name) ________________________________________________________________________________ ________________________________________________________________________________ (Insert assignee's soc. sec. or tax I.D. no.) ________________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ (Print or type assignee's name, address and zip code) ________________________________________________________________________________ and irrevocably appoint_________________________________________________________ to transfer this Note on the books of the Company. The agent may substitute another to act for him. ________________________________________________________________________________ Date: _______________ Your Signature:____________________ (Sign exactly as your name appears on the face of this Note) Signature Guarantee.* * Participant is recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). A-11 OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.14 of the Indenture, check the box below: [ ] [ ] Section 4.10 Section 4.14 If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state the amount you elect to have purchased: $________ Date: _______________ Your Signature: __________________ (Sign exactly as your name appears on the Note) Tax Identification No: ___________ Signature Guarantee.* * Participant is recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). A-12 SCHEDULE OF EXCHANGES OF GLOBAL NOTE The following exchanges of a part of this Global Note for an interest in another Global Note or of another Global Note for an interest in this Global Note, have been made:

Principal Amount Signature of Amount of Decrease in Amount of Increase in of this Global Note Authorized Officer Principal Principal Following such of Trustee or Date of Exchange of this Global Note of this Global Note decrease (or increase) Note Custodian - ---------------- ------------------- ------------------- ---------------------- --------------

A-13 EXHIBIT B FORM OF CERTIFICATE OF TRANSFER Re: 8 1/2% Senior Subordinated Notes due 2013 Reference is hereby made to the Indenture, dated as of September 30, 2003 (the "Indenture"), between Rayovac Corporation, as issuer (the "Company"), the Guarantors, as defined therein (the "Guarantors") and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ______________, (the "Transferor") owns and proposes to transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in the principal amount of $___________ in such Note[s] or interests (the "Transfer"), to __________ (the "Transferee"), as further specified in Annex A hereto. In connection with the Transfer, the Transferor hereby certifies that: [CHECK ALL THAT APPLY] [ ] 1. CHECK IF TRANSFEREE SHALL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A CERTIFICATED NOTE PURSUANT TO RULE 144A. The Transfer is being effected pursuant to and in accordance with Rule 144A under the United States Securities Act of 1933, as amended (the "Securities Act"), and, accordingly, the Transferor hereby further certifies that the beneficial interest or Certificated Note is being transferred to a Person that the Transferor reasonably believed and believes is purchasing the beneficial interest or Certificated Note for its own account, or for one or more accounts with respect to which such Person exercises sole investment discretion, and such Person and each such account is a "qualified institutional buyer" within the meaning of Rule 144A in a transaction meeting the requirements of Rule 144A and such Transfer is in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Certificated Note shall be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the 144A Global Note and/or the Certificated Note and in the Indenture and the Securities Act. [ ] 2. CHECK IF TRANSFEREE SHALL TAKE DELIVERY OF A BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A CERTIFICATED NOTE PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly, the Transferor hereby further certifies that (a) the Transfer is not being made to a person in the United States and (x) at the time the buy order was originated, the Transferee was outside the United States or such Transferor and any Person acting on its behalf reasonably believed and believes that the Transferee was outside the United States or (y) the transaction was executed in, on or through the facilities of a designated offshore securities market and neither such Transferor nor any Person acting on its behalf knows that the transaction was prearranged with a buyer in the United States, (b) no directed selling efforts have been made in contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S under the Securities Act, (c) the transaction is not part of a plan or scheme to evade the registration requirements of the Securities Act and (d) if the proposed transfer is being made prior to the expiration of the Restricted Period, the transfer is not being made to a U.S. Person or for the account or benefit of B-1 a U.S. Person (other than an Initial Purchaser). Upon consummation of the proposed transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Certificated Note shall be subject to the restrictions on Transfer enumerated in the Private Placement Legend printed on the Regulation S Global Note and/or the Certificated Note and in the Indenture and the Securities Act. [ ] 3. CHECK AND COMPLETE IF TRANSFEREE SHALL TAKE DELIVERY OF A BENEFICIAL INTEREST IN A CERTIFICATED NOTE PURSUANT TO ANY PROVISION OF THE SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being effected in compliance with the transfer restrictions applicable to beneficial interests in Restricted Global Notes and Restricted Certificated Notes and pursuant to and in accordance with the Securities Act and any applicable blue sky securities laws of any state of the United States, and accordingly the Transferor hereby further certifies that (check one): [ ] (a) such Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act; or [ ] (b) such Transfer is being effected to the Company or a subsidiary thereof; or [ ] (c) such Transfer is being effected pursuant to an effective registration statement under the Securities Act and in compliance with the prospectus delivery requirements of the Securities Act. [ ] 4. CHECK IF TRANSFEREE SHALL TAKE DELIVERY OF A BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED CERTIFICATED NOTE. [ ] (a) CHECK IF TRANSFER IS PURSUANT TO RULE 144. (a) The Transfer is being effected pursuant to and in accordance with Rule 144 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (b) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Certificated Note shall no longer be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes, on Restricted Certificated Notes and in the Indenture. [ ] (b) CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (a) The Transfer is being effected pursuant to and in accordance with Rule 903 or Rule 904 under the Securities Act and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any state of the United States and (b) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Certificated Note shall no longer be subject to the restrictions on transfer enumerated in the Private B-2 Placement Legend printed on the Restricted Global Notes, on Restricted Certificated Notes and in the Indenture. [ ] (c) CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (a) The Transfer is being effected pursuant to and in compliance with an exemption from the registration requirements of the Securities Act other than Rule 144, Rule 903 or Rule 904 and in compliance with the transfer restrictions contained in the Indenture and any applicable blue sky securities laws of any State of the United States and (b) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act. Upon consummation of the proposed Transfer in accordance with the terms of the Indenture, the transferred beneficial interest or Certificated Note shall not be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Global Notes or Restricted Certificated Notes and in the Indenture. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. [Insert Name of Transferor] By: _______________________________ Name: Title: Dated:_____________,____ B-3 ANNEX A TO CERTIFICATE OF TRANSFER 1. The Transferor owns and proposes to transfer the following: [CHECK ONE OF (a) OR (b)] [ ] (a) a beneficial interest in the: (i) 144A Global Note (CUSIP ______); or (ii) Regulation S Global Note (CUSIP ______); or [ ] (b) a Restricted Certificated Note. 2. After the Transfer the Transferee shall hold: [CHECK ONE] [ ] (c) a beneficial interest in the: (i) 144A Global Note (CUSIP ______); or (ii) Regulation S Global Note (CUSIP ______); or (iii) Unrestricted Global Note (CUSIP ______); or [ ] (d) a Restricted Certificated Note; or [ ] (e) an Unrestricted Certificated Note, in accordance with the terms of the Indenture. B-4 EXHIBIT C FORM OF CERTIFICATE OF EXCHANGE Re: 8 1/2% Senior Subordinated Notes due 2013 (CUSIP______________) Reference is hereby made to the Indenture, dated as of September 30, 2003 (the "Indenture"), between Rayovac Corporation, as issuer (the "Company"), the Guarantors named therein (the "Guarantors") and U.S. Bank National Association, as trustee. Capitalized terms used but not defined herein shall have the meanings given to them in the Indenture. ____________, (the "Owner") owns and proposes to exchange the Note[s] or interest in such Note[s] specified herein, in the principal amount of $____________ in such Note[s] or interests (the "Exchange"). In connection with the Exchange, the Owner hereby certifies that: 1. EXCHANGE OF RESTRICTED CERTIFICATED NOTES OR BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED CERTIFICATED NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE. [ ] (a) CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for a beneficial interest in an Unrestricted Global Note in an equal principal amount, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Global Notes and pursuant to and in accordance with the United States Securities Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest in an Unrestricted Global Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. [ ] (b) CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO UNRESTRICTED CERTIFICATED NOTE. In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for an Unrestricted Certificated Note, the Owner hereby certifies (i) the Certificated Note is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Certificated Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. [ ] (c) CHECK IF EXCHANGE IS FROM RESTRICTED CERTIFICATED NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with the Owner's Exchange of a C-1 Restricted Certificated Note for a beneficial interest in an Unrestricted Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Certificated Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the beneficial interest is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. [ ] (d) CHECK IF EXCHANGE IS FROM RESTRICTED CERTIFICATED NOTE TO UNRESTRICTED CERTIFICATED NOTE. In connection with the Owner's Exchange of a Restricted Certificated Note for an Unrestricted Certificated Note, the Owner hereby certifies (i) the Unrestricted Certificated Note is being acquired for the Owner's own account without transfer, (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to Restricted Certificated Notes and pursuant to and in accordance with the Securities Act, (iii) the restrictions on transfer contained in the Indenture and the Private Placement Legend are not required in order to maintain compliance with the Securities Act and (iv) the Unrestricted Certificated Note is being acquired in compliance with any applicable blue sky securities laws of any state of the United States. 2. EXCHANGE OF RESTRICTED CERTIFICATED NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED CERTIFICATED NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES. [ ] (a) CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE TO RESTRICTED CERTIFICATED NOTE. In connection with the Exchange of the Owner's beneficial interest in a Restricted Global Note for a Restricted Certificated Note with an equal principal amount, the Owner hereby certifies that the Restricted Certificated Note is being acquired for the Owner's own account without transfer. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the Restricted Certificated Note issued shall continue to be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the Restricted Certificated Note and in the Indenture and the Securities Act. [ ] (b) CHECK IF EXCHANGE IS FROM RESTRICTED CERTIFICATED NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the Exchange of the Owner's Restricted Certificated Note for a beneficial interest in the [CHECK ONE] 144A Global Note, Regulation S Global Note, the Owner hereby certifies (i) the beneficial interest is being acquired for the Owner's own account without transfer and (ii) such Exchange has been effected in compliance with the transfer restrictions applicable to the Restricted Global Notes and pursuant to and in accordance with the Securities Act, and in compliance with any applicable blue sky securities laws of any state of the United States. Upon consummation of the proposed Exchange in accordance with the terms of the Indenture, the beneficial interest issued shall be subject to the restrictions on transfer enumerated in the Private Placement Legend printed on the relevant Restricted Global Note and in the Indenture and the Securities Act. This certificate and the statements contained herein are made for your benefit and the benefit of the Company. C-2 [Insert Name of Owner] By: _______________________ Name: Title: Dated: ________________, ____ C-3 EXHIBIT D FORM OF NOTATION OF GUARANTEE For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture dated as of September 30, 2003 (the "Indenture") among Rayovac Corporation (the "Company"), the Guarantors named therein and U.S. Bank National Association, as trustee (the "Trustee"), (a) the due and punctual payment of the principal of, premium and Liquidated Damages (as defined in the Indenture), if any, and interest on the Notes (as defined in the Indenture), whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal and premium, and, to the extent permitted by law, interest and Liquidated Damages, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of Notes and to the Trustee pursuant to the Note Guarantee and the Indenture are expressly set forth in Article Eleven of the Indenture and reference is hereby made to the Indenture for the precise terms of the Note Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose; provided, however, that the Indebtedness evidenced by this Note Guarantee shall cease to be so subordinated and subject in right of payment upon any defeasance of this Note in accordance with the provisions of the Indenture. D-1 IN WITNESS HEREOF, the Guarantors have caused this Notation of Guarantee to be executed by a duly authorized officer. [Name of Guarantor] By: _____________________________ Name: Title D-2 EXHIBIT E FORM OF SUPPLEMENTAL INDENTURE TO BE DELIVERED BY SUBSEQUENT GUARANTORS Supplemental Indenture (this "Supplemental Indenture"), dated as of _____________, among __________________ (the "Guaranteeing Subsidiary"), 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 (the "Trustee"). W I T N E S S E T H WHEREAS, the Company and the Guarantors have heretofore executed and delivered to the Trustee an indenture (the "Indenture"), dated as of September 30, 2003 providing for the issuance of an unlimited aggregate principal amount of 8-1/2% Senior Subordinated Notes due 2013 (the "Notes"); WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiary shall execute and deliver to the Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary shall unconditionally guarantee all of the Company's obligations under the Notes and the Indenture on the terms and conditions set forth herein (the "Note Guarantee"); 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 Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows: 1. Capitalized Terms. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture. 2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby agrees as follows: (a) Along with all other Guarantors, to jointly and severally Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of and interest on the Notes shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful (subject in all cases to any applicable grace period provided in the Indenture), and all other obligations of the Company to the Holders or the Trustee hereunder or E-1 thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. (b) The obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a guarantor. (c) Subject to Section 6.06 of the Indenture and to the extent permitted by applicable law, each Guarantor hereby waives: diligence presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever. (d) Subject to Section 6.06 of the Indenture and to the extent permitted by applicable law, this Note Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and the Indenture. (e) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) The Guaranteeing Subsidiary shall not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. (g) As between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (x) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. E-2 (h) The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee. (i) Pursuant to Section 11.03 of the Indenture, after giving effect to any maximum amount and any other contingent and fixed liabilities of the Guarantor that are relevant under any applicable Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent Transfer Act or any similar federal or state law to the extent applicable, and after giving effect to any collections from, rights to receive contribution from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under Article 11 of the Indenture, the Trustee, the Holders and the Guarantor irrevocably agree that the obligation of such Guarantor shall result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent transfer or conveyance. 3. Subordination. The Obligations of the Guaranteeing Subsidiary under its Note Guarantee pursuant to this Supplemental Indenture shall be junior and subordinated to the Senior Debt of the Guaranteeing Subsidiary on the same basis as the Notes are junior and subordinated to the Senior Debt of the Company. For the purposes of the foregoing sentence, the Trustee and the Holders shall have the right to receive and/or retain payments by the Guaranteeing Subsidiary only at such time as they may receive and/or retain payments in respect of the Notes pursuant to the Indenture, including Article 10 thereof. 4. Execution and Delivery. Each Guaranteeing Subsidiary agrees that the Note Guarantees shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation of such Note Guarantee. 5. Guaranteeing Subsidiary May Consolidate, Etc., on Certain Terms. Except as otherwise provided in Section 11.05 of the Indenture, a Guarantor may not sell or otherwise dispose of all or substantially all of its assets, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either: (i) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger is a corporation, organized or existing under (i) the laws of the United States, any state thereof or the District of Columbia or (ii) the laws of the same jurisdiction as that Guarantor and, in each case, assumes all the obligations of that Guarantor under the Indenture, its Note Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture satisfactory to the Trustee; or E-3 (ii) in the case of a Subsidiary Guarantor, such sale or other disposition (A) complies with Section 4.10 of the Indenture, including the application of the Net Proceeds therefrom and (B) is to a Person that is not a Restricted Subsidiary of the Company. In case of any such consolidation, merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee endorsed upon the Notes and the due and punctual performance of all of the obligations and conditions of the Indenture to be performed by a Guarantor, such successor Person shall succeed to and be substituted for a Guarantor with the same effect as if it had been named herein as a Guarantor. Such successor Person thereupon may cause to be signed any or all of the Note Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All the Note Guarantees so issued shall in all respects have the same legal rank and benefit under the Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of the Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 of the Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or in any of the Notes shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor, or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor. 6. Releases. (a) Any Guarantor shall be released and relieved of any obligations under its Note Guarantee, (i) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, if the sale or other disposition of all or substantially all of the assets of that Guarantor complies with Section 4.10 of the Indenture, including the application of the Net Proceeds therefrom; (ii) in connection with any sale of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, if the sale of all such Capital Stock of that Guarantor complies with Section 4.10 of the Indenture, including the application of the Net Proceeds therefrom; (iii) if the Company designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the terms hereof; or (iv) in connection with any sale of Capital Stock of a Guarantor to a Person that results in the Guarantor no longer being a Subsidiary of the Company, if the sale of such Capital Stock of that Guarantor complies with Section 4.10, including the application of the Net Proceeds therefrom. Upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel to the effect that such sale or other disposition was made by the Company in accordance with the provisions of the Indenture, including without limitation Section 4.10 hereof, the Trustee shall execute any documents reasonably required in order to evidence the release of any Guarantor from its obligations under its Note Guarantee. E-4 (b) Any Guarantor not released from its obligations under its Note Guarantee shall remain liable for the full amount of principal of and interest on the Notes and for the other obligations of any Guarantor under the Indenture as provided in Article 10 of the Indenture. 7. No Recourse Against Others. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes. Such waiver may not be effective to waive liabilities under the federal securities laws. 8. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE. 9. 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. 10. Effect of Headings. The Section headings herein are for convenience only and shall not affect the construction hereof. 11. 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 Guaranteeing Subsidiary and the Company. E-5 IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written. Dated: _______________, ____ [Guaranteeing Subsidiary] By: _____________________________ Name: Title: [Name of Guarantor] By: _____________________________ Name: Title: RAYOVAC CORPORATION By: _____________________________ Name: Title: U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE By: _____________________________ Name: Title: E-6 SCHEDULE I GUARANTORS ROV Holding, Inc. Rovcal, Inc. Vestar Shaver Corp. Vestar Razor Corp. Remington Products Company, L.L.C. Remington Capital Corporation Remington Rand Corporation Remington Corporation, L.L.C. Sch-I EX-10.3 7 g85268exv10w3.txt EX-10.3 SECOND AMENDMENT TO AMENDED CREDIT AGMT EXHIBIT 10.3 SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of June 27, 2003 (this "Amendment") amends the Third Amended and Restated Credit Agreement dated as of October 1, 2002 (as previously amended, the "Credit Agreement") among RAYOVAC CORPORATION (the "Company"), VARTA GERATEBATTERIE GmbH (the "Subsidiary Borrower"), various financial institutions (the "Lenders") and BANK OF AMERICA, N.A., as administrative agent (in such capacity, the "Administrative Agent"). Capitalized terms used but not defined herein have the respective meanings given thereto in the Credit Agreement. WHEREAS, the parties hereto desire to amend the Credit Agreement in certain respects as set forth below; and WHEREAS, the Company has requested that the Lenders consent to certain organizational restructurings as described in the Company's Lender's Presentation dated June 6, 2003 (the "Restructurings"), a copy of which has been made available to each Lender; 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. 1.1 Amendments to Definitions. Section 1.1 of the Agreement is amended as set forth below: (a) The definitions of "Acquisition Restructuring Charges" and "Other Restructuring Charges" are deleted and the following new definition of "Restructuring Charges" is inserted in appropriate alphabetical sequence: "Restructuring Charges means restructuring charges of not more than $42,500,000 identified to the Administrative Agent in writing prior to November 15, 2003 and taken by the Company prior to September 30, 2003, of which not more than $24,000,000 shall be cash restructuring charges and not more than $21,000,000 shall be non-cash restructuring charges." (b) The definition of "Adjusted EBITDA" is amended in its entirety to read as follows: "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. In addition, if the Company or any Subsidiary makes an Acquisition or a material divestiture during any Computation Period, then the historical financial results for such period of the Person or assets acquired shall be added to Adjusted EBITDA (without taking account of cost savings or other synergies unless approved by the Required Lenders) and/or the portion of the financial results of the Company and its Subsidiaries for such period attributable to the Person or assets divested shall be subtracted in calculating Adjusted EBITDA, all as reasonably determined by the Company and certified to the Administrative Agent and the Lenders." (c) Clause (a) of the definition of "Excess Cash Flow" is amended to read as follows: "(a) EBITDA for such period plus any non-cash Restructuring Charges," 1.2 Extension of Date for Completion of Transformation. Section 9.1(k) of the Credit Agreement is amended by replacing the date "June 30, 2003" therein with the date "March 31, 2004". 1.3 Tax Shelter Regulations. (a) Article VI of the Credit Agreement is amended by adding thereto the following new Section 6.24: "6.24 Tax Shelter Regulations. The Borrowers do not intend to treat the Loans or the Letters of Credit as being a "reportable transaction" (within the meaning of Treasury Regulation Section 1.6014-4). In the event a Borrower determines to take any action inconsistent with such intention, it will promptly notify the Administrative Agent thereof. If a Borrower so notifies the Administrative Agent, the Borrowers acknowledge that one or more of the Lenders may treat its Loans and/or its interest in Swing Line Loans and/or Letters of Credit as a part of a transaction that is subject to Treasury Regulation Section 301.6112-1, and such Lender or Lenders, as applicable, will maintain the lists and other records required by such Treasury Regulation." (b) Section 7.2 of the Credit Agreement is amended by deleting the word "and" at the end of clause (e), adding the following new clause (f) after clause (e) and re-lettering existing clause (f) as clause (g): "(f) promptly after a Borrower has notified the Administrative Agent of any intention by such Borrower to treat the Loans and/or Letters of Credit as being a "reportable transaction" (within the meaning of Treasury Regulation Section 1.6011-4), a duly completed copy of IRS Form 8886 or any successor form; and" (c) Section 11.9 of the Credit Agreement is amended by adding at the end thereof the following language: "Notwithstanding anything herein to the contrary, information subject to the foregoing confidentiality restrictions shall not include, and the Administrative Agent and each Lender may disclose without limitation of any kind, any information with respect to the "tax treatment" and "tax structure" (in each case, within the meaning of Treasury Regulation Section 1.6011-4) of the transactions contemplated hereby and all materials of any kind (including opinions or other tax analyses) that are provided to the Administrative Agent or such Lender relating to such tax treatment and tax structure; provided that with respect to any document or similar item that in either case contains -2- information concerning the tax treatment or tax structure of the transaction as well as other information, this sentence shall only apply to such portions of such document or item that relate to the tax treatment or tax structure of the Loans, Letters of Credit and transactions contemplated hereby." SECTION 2. CONSENT. The Administrative Agent and the Required Lenders consent to the Restructurings and the related releases and substitutions of collateral and agree with the Company and the Subsidiary Borrower that the transfers and investments effected as part of the Restructurings shall be disregarded in determining usage of the basket amounts for permitted exceptions under Sections 8.2 and 8.4 of the Credit Agreement. SECTION 3. CONDITIONS PRECEDENT. This Amendment shall become effective when the Administrative Agent has received counterpart signature pages (by facsimile or otherwise) of this Amendment signed by the Company, the Subsidiary Borrower, the Administrative Agent and the Required Lenders. SECTION 4. MISCELLANEOUS. 4.1 Continuing Effectiveness, etc. The Credit Agreement, as amended hereby, shall remain in full force and effect and is hereby ratified, approved and confirmed in all respects. 4.2 Headings. The headings in this Amendment are inserted for convenience only and shall not affect the meaning or interpretation of this Amendment. 4.3 Execution in Counterparts. This Amendment may be executed by the parties hereto in several counterparts, each of which shall be deemed to be an original and all of which shall constitute together but one and the same agreement. A counterpart signature page delivered by facsimile shall be effective as an original. 4.4 Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. [Signatures to Follow] -3- IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized as of the day and year first above written. RAYOVAC CORPORATION By: /s/ Kent J. Hussey ------------------------------------------ Name: Kent J. Hussey Title:President and COO VARTA GERATEBATTERIE GmbH By: /s/Andreas Rouve ------------------------------------------ Name: Dr. Andreas Rouve Title:CFO VARTA GERATEBATTERIE GmbH By: /s/Remy Burel ------------------------------------------ Name: Remy Burel Title:CEO S-1 BANK OF AMERICA, N.A., as Administrative Agent and as a Lender By:__________________________________________ Name: Title: S-2 _____________________________________________ [PRINT OR TYPE NAME OF LENDER] By:__________________________________________ Name:________________________________________ Title:_______________________________________ EX-10.4 8 g85268exv10w4.txt EX-10.4 AMENDMENT NO. 3 TO CREDIT AGREEMENT EXHIBIT 10.4 AMENDMENT NO. 3 TO THE CREDIT AGREEMENT DATED AS OF SEPTEMBER 23, 2003 AMENDMENT NO. 3 TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT 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 (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 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) The Preliminary Statements to the Credit Agreement are amended by (i) replacing the figure "$100,000,000" with the figure "$120,000,000", (ii) replacing the figure "(euro)50,000,000" the first time it appears therein with the figure "(euro)40,000,000" and (iii) replacing the figure "$300,000,000" with the figure "$350,000,000", (b) Section 1.1 is amended by inserting the following definitions in alphabetical order: "Amendment No. 3 means Amendment No. 3 to the Credit Agreement dated as of September 23, 2003, among the Company, the Lenders party thereto and the Administrative Agent. Amendment No. 3 Effective Date has the meaning specified in Amendment No. 3. 2 Average Dollar Equivalent means, on any date, in relation to any Indebtedness outstanding on such date denominated in Euros, the amount of Dollars which could be purchased with the amount of such Indebtedness at the average of the foreign exchange spot rates of the Administrative Agent on the last day of each of the twelve calendar months preceding such date. Bridge Facility means a senior subordinated unsecured bridge facility in form and substance reasonably acceptable to the Administrative Agent, entered into by the Company, the ROV Guarantors and certain financial institutions and institutional lenders named therein pursuant to which the Company will borrow up to $350 million solely to finance the Remington Acquisition and the Remington Financing. First Tranche U.S. Term Loan B - see subsection 2.1(e). First Tranche U.S. Term Loan B Commitment means, as to any Lender, the commitment of each such Lender to make a First Tranche U.S. Term Loan B pursuant to subsection 2.1(e). The amount of each Lender's First Tranche U.S. Term Loan B Commitment is set forth across from such Lender's name on Schedule 2.1. German Pledge Agreement means any of the German Share Pledge Agreements, the Account Pledge Agreement, as well as any other Collateral Document governed by German law and providing for a pledge (Pfandrecht) in favor of the Administrative Agent for the benefit of itself, the Lenders and/or the Qualified Foreign Lenders as security for the liabilities of the Company, the Subsidiary Borrower or any Guarantor under any Loan Document. IRP means Investors/RP, L.L.C., a Delaware limited liability company. Permanent Securities means the issuance and sale of senior subordinated unsecured notes or any other securities by the Company, any of its Subsidiaries, or the Remington Companies on terms and conditions reasonably acceptable to the Administrative Agent solely for the purpose of either financing the Remington Acquisition and the Remington Financing or refinancing all or a portion of the loans under the Bridge Facility. Razor means Vestar Razor Corp., a Delaware corporation. Remington means Remington Products Company, L.L.C., a Delaware limited liability company. Remington Acquisition means the acquisition of (i) all of the membership interests in Remington owned by RPI, (ii) all of the issued and outstanding capital stock of each of Shaver and Razor and (iii) all of the economic interests in Remington that are owned by IRP, pursuant to the Remington Acquisition Agreement. Remington Acquisition Agreement means that certain Purchase Agreement dated as of August 21, 2003 between, among others, RPI, Vestar Equity Partners, L.P. and IRP, as sellers (the "Remington Sellers"), and the Company, as purchaser. 3 Remington Acquisition Commitment Date means August 21, 2003. Remington Acquisition Information means all information in connection with any aspect of the Remington Acquisition Transactions and all financial projections concerning the Company, its Subsidiaries, Remington or any of its Subsidiaries, that was made available to the Lead Arranger or any of the Lenders by the Company, its Subsidiaries, any of their representatives, or on their behalf, prior to the Remington Acquisition Commitment Date. Remington Acquisition Transactions means the Remington Acquisition, the Remington Financing, the Bridge Facility, the Permanent Securities and Amendment No. 3. Remington Companies means Shaver, Razor, Remington and their Subsidiaries. Remington Company Pledge Agreement means a Pledge Agreement, substantially in the form of Exhibit G, between each Remington Company that is a Domestic Subsidiary and the Administrative Agent. Remington Financing means the repayment by the Company or the Remington Companies of all Indebtedness of the Remington Companies (other than any Indebtedness permitted to be outstanding hereunder) and the termination of all commitments to make extensions of credit existing on or prior to the Amendment No. 3 Effective Date. Remington Material Adverse Effect means (i) a material adverse effect on business, operations, assets, liabilities (actual or contingent), results of operations, condition (financial or otherwise) or prospects of the Remington Companies, taken as a whole, (ii) an adverse effect on the ability of any Remington Company that is a Guarantor to perform its obligations under the applicable loan documentation, (iii) an impairment of the rights and remedies of the Lenders under the Loan Documents as they relate to the Remington Companies or (iv) a purported adverse effect on Amendment No. 3 or any other aspect of the Remington Acquisition Transactions as they relate to the Remington Companies. Remington U.K. Charge means a Deed of Charge and Memorandum of Deposit, substantially in the form of Exhibit H-1, between Remington and the Administrative Agent. Rosata/Paula Acquisitions means the acquisition of one or more of the Subsidiary Borrower's leased facilities located in Ellwangen, Germany and Dischingen, Germany, currently owned by Paula Grundstucksverwaltungsgesellschaft mbH & Co. Vermietungs-KG, Mannheim and ROSATA Grundstucksvermietungsgesellschaft mbH & Co. Object Dischingen KG, Dusseldorf, respectively, or the equity interests of one or both such entities, for an aggregate purchase price not to exceed (euro)20,000,000. RPI means RPI Corp., a Delaware corporation. 4 Second Tranche U.S. Term Loan B - see subsection 2.1(e). Second Tranche U.S. Term Loan B Commitment means, as to any Lender, the commitment of each such Lender to make a Second Tranche U.S. Term Loan B pursuant to subsection 2.1(e). The amount of each Lender's Second Tranche U.S. Term Loan B Commitment is set forth across from such Lender's name on Schedule 2.1." Shaver means Vestar Shaver Corp., a Delaware corporation. (c) The following definitions in Section 1.01 of the Credit Agreement are amended in their entirety to read as follows: "Restructuring Charges means restructuring charges of (i) not more than $42,500,000 identified to the Administrative Agent in writing prior to November 15, 2003 and taken by the Company prior to September 30, 2003, of which not more than $24,000,000 shall be cash restructuring charges and not more than $21,000,000 shall be non-cash restructuring charges, and (ii) not more than $35,000,000 identified to the Administrative Agent in writing prior to November 15, 2005 and taken by the Company prior to September 30, 2005, of which not more than $25,000,000 shall be cash restructuring charges and not more than $10,000,000 shall be non-cash restructuring charges. U.S. Term Loan B Commitment means, as to each Lender, such Lender's First Tranche U.S. Term Loan B Commitment and Second Tranche U.S. Term Loan B Commitment, as applicable." (d) The definition of "Euro Revolving Commitment Amount" in Section 1.01 of the Credit Agreement is amended by replacing the figure "(euro)50,000,000" with the figure "(euro)40,000,000". (e) The definition of "Excess Cash Flow" in Section 1.01 of the Credit Agreement is amended by deleting the parenthetical in subsection (b)(ii) thereof. (f) The definition of "Funded Debt" in Section 1.01 of the Credit Agreement is amended by inserting the following at the end thereof: "minus the Dollar Equivalent of any Indebtedness denominated in Euros plus the Average Dollar Equivalent of any Indebtedness denominated in Euros." (g) The definition of "German Entities" in Section 1.01 of the Credit Agreement is amended by inserting the phrase "and Remington Products GmbH" at the end thereof. (h) The definition of "U.S. Revolving Commitment Amount" in Section 1.01 of the Credit Agreement is amended by replacing the figure "$100,000,000" with the figure "$120,000,000". (i) Section 2.1(e) of the Credit Agreement is amended in its entirety to read as follows: 5 "(e) The U.S. Term Loan B Facility. (i) Each Lender severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "First Tranche U.S. Term Loan B") on the Effective Date in the amount of such Lender's First Tranche U.S. Term Loan B Commitment. Amounts borrowed as First Tranche U.S. Term Loans B which are repaid or prepaid by the Company may not be reborrowed. The First Tranche U.S. Term Loan B Commitments shall expire concurrently with the making of the First Tranche U.S. Term Loans B on the Effective Date. (ii) Each Lender severally agrees, on the terms and conditions set forth herein, to make a single loan to the Company (each such loan, a "Second Tranche U.S. Term Loan B, and together with the First Tranche U.S. Term Loans B, the "U.S. Term Loans B") on the Amendment No. 3 Effective Date in the amount of such Lender's Second Tranche U.S. Term Loan B Commitment. Amounts borrowed as Second Tranche U.S. Term Loans B which are repaid or prepaid by the Company may not be reborrowed. The Second Tranche U.S. Term Loan B Commitments shall expire concurrently with the making of the Second Tranche U.S. Term Loans B on the Amendment No. 3 Effective Date." (j) Section 2.8(a) of the Credit Agreement is amended by: (i) Deleting the letter "(k)" in the third line of subsection (iv) thereof and substituting for such letter the letter "(l)", and (ii) Adding to the end thereof a new subsection (vi) to read as follows: "(vi) Within 5 Business Days after the receipt of any Net Cash Proceeds from the sale of the former Rayovac production facility in Mexico City, in an amount required by the provisions of Section 8.2(i) hereof.". (k) A new Section 5.1A of the Credit Agreement is inserted in proper numerical order to read as follows: "5.1A Conditions to Extensions of Credit on Amendment No. 3 Effective Date. The obligation of each Lender to make any Second Tranche U.S. Term Loan B to be made by it is subject to the satisfaction of the following conditions precedent on the relevant Borrowing Date: (a) Resolutions and Incumbency. (i) Copies of resolutions of the board of directors (or other governing body) of each Remington Company that is a Guarantor authorizing the transactions contemplated hereby, certified as of the Amendment No. 3 Effective Date by the Secretary or an Assistant Secretary of such Person; and (ii) A certificate of the Secretary or an Assistant Secretary or director of each Remington Company that is a Guarantor certifying the names and true 6 signatures of the officers of such Person authorized to execute, deliver and perform the Loan Documents to be delivered by it hereunder. (b) Organization Documents; Good Standing. Each of the following documents: (i) for each Remington Company that is a Guarantor, the articles or certificate of incorporation and the bylaws of such Person, as the case may be, as in effect on the Amendment No. 3 Effective Date, certified by the Secretary or Treasurer of such Person, as of the Amendment No. 3 Effective Date; and (ii) a good standing certificate, if applicable, for each Remington Company that is a Guarantor, from the Secretary of State (or similar applicable Governmental Authority) of the jurisdiction of its organization. (c) Legal Opinions. (i) An opinion of Sutherland, Asbill & Brennan, substantially in the form of Exhibit I-2. (ii) An opinion of special English counsel to the Company as to the Remington U.K. Charge. (d) Payment of Fees. Evidence of payment by the Borrowers of all accrued and unpaid fees, costs and expenses to the extent then due and payable on the Amendment No. 3 Effective Date, together with Attorney Costs of the Administrative Agent and the Arrangers to the extent invoiced prior to or on the Amendment No. 3 Effective Date, plus such additional amounts of Attorney Costs as shall constitute the Administrative Agent's reasonable estimate of Attorney Costs incurred or to be incurred by it through the closing proceedings (it being understood that such estimate shall not thereafter preclude final settling of accounts between the Company and the Administrative Agent), including any such costs, fees and expenses arising under or referenced in Section 2.11 or 11.4. (e) Certificate. A certificate signed by a Responsible Officer, dated as of the Amendment No. 3 Effective Date stating that no Event of Default or Unmatured Event of Default exists or will result from the making of the Second Tranche U.S. Term Loan B under Section 9.1(a) or Section 9.1(c) (in the case of Section 9.1(c), solely to the extent that such Event of Default or Unmatured Event of Default arises from (i) a violation of Section 8.2, 8.3, 8.4, 8.8 or 8.14 or (ii) an action taken by the Borrowers or the Guarantors that violates Section 8.1 or 8.5). (f) Guaranties. An ROV Guaranty executed by each Remington Company that is a Domestic Subsidiary. (g) Real Property. (i) With respect to each parcel of real property owned by any Remington Company and listed on Schedule 5.1A(g), (A) a duly executed Mortgage (collectively, the "Remington Mortgages") providing for a fully perfected first 7 mortgage Lien, in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders, in all right, title and interest of each Remington Company to the real property subject to such Mortgage, superior in right to any Lien (other than Permitted Liens), existing or future, which any Remington Company or any creditors thereof or purchasers therefrom, or any other Person, may have against such real property as well as evidence that all filing and recording taxes and fees have been paid, together with a certificate of insurance confirming that the insurance required to be maintained with respect to such real property by this Agreement, any Mortgage, or any other Loan Document is in full force and effect, (B) a fully-paid ALTA (or other form acceptable to the Administrative Agent) mortgagee policy of title insurance or a binder issued by a title insurance company satisfactory to the Administrative Agent insuring (or undertaking to insure, in the case of a binder) that the Mortgage creates and constitutes a valid first mortgage Lien against such real property in favor of the Administrative Agent, subject only to exceptions acceptable to the Administrative Agent, with such endorsements and affirmative insurance as the Administrative Agent may reasonably request, (C) copies of all documents of record concerning such parcel as shown on the policy or binder referred to above, (D) ALTA/ACSM form surveys for which all necessary fees (where applicable) have been paid, and dated as of a date acceptable to the Administrative Agent, certified to the Administrative Agent and the issuer of the Remington Mortgages in a manner satisfactory to the Administrative Agent by a land surveyor duly registered and licensed in the state in which the property described in such surveys is located and acceptable to the Administrative Agent, showing all buildings and other improvements, any off-site improvements, the location of any easements, parking spaces, rights of way, building set-back lines and other dimensional regulations and the absence of encroachments, either by such improvements or on to such property, and other defects, other than encroachments and other defects acceptable to the Administrative Agent, (E) such other consents, agreements and confirmations of third parties as the Administrative Agent may deem necessary or desirable and evidence that all other actions that the Administrative Agent may deem necessary or desirable in order to create valid first and subsisting Liens on the property described in the Remington Mortgages has been taken, (F) favorable opinions of local counsel for the Company in the state where the real property described in the Remington Mortgages is located, with respect to the enforceability and perfection of such Mortgages covering any such real property and any related fixture filings, in form and substance satisfactory to the Administrative Agent, and (G) the favorable opinion of Sutherland Asbill & Brennan LLP with respect to the valid existence, corporate power and authority of the Remington Company party to the Remington Mortgages in the granting of such Mortgages, in form and substance satisfactory to the Administrative Agent. (ii) If the requirements of clause (i) hereof have not been satisfied, evidence satisfactory to the Administrative Agent that the Company has used commercially reasonable efforts to satisfy such requirements. (h) Collateral Documents. Fully executed originals of each of the following: (i) a supplement to the Security Agreement, executed by each Remington Company that is a Domestic Subsidiary; (ii) the Remington Company Pledge Agreement; and (iii) the Remington U.K. Charge; together with, in each case, evidence that all necessary deliveries, registrations and filings have been (or substantially currently will be) made to perfect the Liens granted thereunder. 8 (i) Other Documents. Such other approvals, opinions, documents or materials, including, without limitation, updated schedules to the Credit Agreement, as the Administrative Agent or any Lender may reasonably request. (j) Remington Acquisition Information. All of the Remington Acquisition Information shall be complete and correct in all material respects, and no changes, occurrences or developments shall have occurred, and no information shall have been received or discovered by the Lead Arranger of the Lenders, regarding the Company, any of its Subsidiaries, Remington or any of its Subsidiaries or the Remington Acquisition Transactions after the Remington Acquisition Commitment Date that either individually or in the aggregate could reasonably be excepted to have a Remington Material Adverse Effect. (k) Concurrent Transactions. (i) The Administrative Agent shall have received satisfactory evidence of receipt by the Company of not more than $350 million cash proceeds from advances made under the Bridge Facility or the issuance by the Company of Permanent Securities, (ii) the Remington Acquisition shall have been consummated in accordance with the terms of the Remington Acquisition Agreement and in compliance with applicable law and regulatory approvals, (iii) the Remington Financing shall have been consummated simultaneously with the Remington Acquisition and (iv) the Remington Acquisition Agreement and other agreements, instruments and documents relating to the Remington Acquisition Transactions shall not have been altered, amended or otherwise changed or supplemented from the form previously delivered to the Administrative Agent in any material respect or in a manner adverse to the Lenders or any condition therein waived without the prior written consent of the Lenders. (l) No Remington Material Adverse Effect. There shall have been no change, occurrence or development in Remington since July 26, 2003 that could reasonably be expected to have a Remington Material Adverse Effect. (m) Ownership Interests. The Lenders shall have received reasonably satisfactory evidence that (i) at least 90% of the capital stock and other equity or economic interests ("OWNERSHIP INTERESTS") in Remington shall be owned by the Company or one or more of the Company's Subsidiaries, in each case free and clear of any lien, charge or encumbrance not permitted under this Agreement. (n) Consents and Approvals. All governmental, shareholder and third party consents and approvals required by the Remington Acquisition Agreement for the consummation of the Remington Acquisition and expiration of all waiting periods applicable to such consents (including, without limitation, the expiration or termination of the requisite waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1975) without any action being taken by any authority that could restrain, prevent or impose any material adverse conditions on the Remington Acquisition or that seeks or threatens any of the foregoing, and no law or regulation shall be applicable that in the judgment of the Lead Arranger could have a Remington Material Adverse Effect shall have been received. 9 (o) Litigation; Restraining Orders. Except as specifically disclosed on Schedule I to Amendment No. 3, there shall not be any action, suit, investigation or proceeding pending or, to the knowledge of any of the Company or any of its Subsidiaries or any of the Remington Companies, threatened in any court or before any arbitrator or governmental authority that could reasonably be expected to have a Remington Material Adverse Effect. (p) Margin Regulations. All loans made by the Lenders to the Borrowers or any of their affiliates shall be in full compliance with the Federal Reserve's Margin Regulations. (q) Satisfactory Financial Statements. The Lead Arranger and the Lenders shall have received: (A) unaudited consolidated financial statements of the Company and its Subsidiaries and the Remington Companies for any interim quarterly periods that have ended since the most recent of the audited financial statements received by the Lead Arranger and the Lenders, and pro forma financial statements as to the Company and its Subsidiaries and the Remington Companies giving effect to the Remington Acquisition Transactions for the most recently completed fiscal year and the period commencing with the end of the most recently completed fiscal year and ending with the most recently completed quarter, which in each case, (1) shall not be materially inconsistent with the Remington Acquisition Information, and (2) shall meet the requirements of Regulation S-X under the Securities Act, and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement under such Act on Form S-1; (B) forecasts prepared by management of the Company and its Subsidiaries and the Remington Companies, each in form reasonably satisfactory to the Lead Arranger and the Lenders, of balance sheets, income statements and cash flow statements for each year commencing with the first fiscal year following the Amendment No. 3 Effective Date for the term of the Facilities; and (C) evidence satisfactory to the Lead Arranger that the pro forma financial statements delivered pursuant to clause (A) above and the forecasts delivered pursuant to clause (B) above were prepared in good faith on the basis of the assumptions stated therein, which assumptions are fair in light of the then existing conditions, and the chief financial officer of the Company shall have provided the Lenders a written certification to that effect." (l) Section 5.2 of the Credit Agreement is amended by inserting the following parenthetical immediately after the word "Loan" contained in the first sentence thereof: "(other than the Second Tranche U.S. Term Loans B)". (m) Section 7.13 of the Credit Agreement is amended by: (i) Adding the following phrase to the end of subsection (a)(i)(B) thereof: " provided, further, that, except as may be required pursuant to clause (d) below, no Person shall be required to pledge the capital stock of any Foreign Subsidiary of Remington, other than Remington Consumer Products Limited;" and 10 (ii) Inserting the following phrase at the end of the parenthetical contained in the fourth and eighth lines of subsection (a)(i)(C) thereof: "and, except as may be required pursuant to clause (d) below, Remington Products GmbH" and (iii) Adding to the end thereof a new subsection (d) to read as follows: "(d) Notwithstanding the foregoing provisions of this Section 7.13, if, at any time, Remington Consumer Products (Ireland) Limited, Remington Products, Inc., Remington Products GmbH, Remington Products Australia Pty Ltd. and Remington Products New Zealand Ltd. (collectively, the "Remington Immaterial Foreign Subsidiaries"), hold assets that have a fair market value of at least $40,000,000 in the aggregate, or the Dollar Equivalent thereof, or have net income in any fiscal year of at least $3,000,000 in the aggregate, or the Dollar Equivalent thereof, and (i) the stock of any Remington Immaterial Foreign Subsidiary has not previously been so pledged, the Company shall promptly (A) pledge or cause to be pledged, pursuant to documentation in form and substance satisfactory to the Administrative Agent, 66% of the stock of such Remington Immaterial Foreign Subsidiary to the Administrative Agent (so long as such Remington Immaterial Foreign Subsidiary is not owned by a Foreign Subsidiary), (B) in connection with such pledge, deliver or cause to be delivered to the Administrative Agent such certificates and opinions of counsel as may be requested by the Administrative Agent, and (C) deliver or cause to be delivered to the Administrative Agent the stock certificates (if any) to be pledged thereunder, together with undated stock powers duly executed in blank, and (ii) any Remington Immaterial Foreign Subsidiary has not previously delivered a KGaA Guaranty to the Administrative Agent, the Company shall cause such Remington Immaterial Foreign Subsidiary to execute and deliver a KGaA Guaranty, together with such certificates and opinions of counsel in connection with such KGaA Guaranty as may be requested by the Administrative Agent." (n) A new Section 7.18 of the Credit Agreement is inserted in proper numerical order as follows: "7.18 Amendment No. 3 Documents. Within 45 days after the Amendment No. 3 Effective Date, the Company will deliver to the Administrative Agent the documents required by Section 5.1A(g)(i), if not previously delivered on the Amendment No. 3 Effective Date.". (o) Section 8.1(i) of the Credit Agreement is amended by: (i) Inserting after the words "ordinary course of business," in the second line thereof the parenthetical "(including, without limitation, any property acquired pursuant to the Rosata/Paula Acquisitions)" and (ii) Replacing the figure "$8,000,000" contained therein with the phrase "the sum of (x) $10,000,000 plus (y) the aggregate principal amount of any Indebtedness incurred for the purposes of consummating the Rosata/Paula Acquisitions". (p) Section 8.2 of the Credit Agreement is amended by: 11 (i) Replacing the figure "$10,000,000" contained in clause (c) thereof with the figure "$15,000,000", (ii) Deleting the word "and" at the end of clause (g) thereof, (iii) Replacing the figure "$5,000,000" contained in clause (h) thereof with the figure "$10,000,000" and replacing the period at the end of such clause (h) with "; and", and (iv) Adding to the end thereof a new subsection (i) to read as follows: "(i) the sale of the former Rayovac production facility in Mexico City provided that (A) at the time of such sale, no Event of Default or Unmatured Event of Default shall exist or will result from such sale, (B) at least 75% of the consideration received by the Company or such Subsidiary from such sale is in cash or Cash or Cash Equivalent Investments and (C) any Net Cash Proceeds in excess of $12,500,000 received by or on behalf of the Company or any Subsidiary in respect of such sale shall be applied by the Company within 5 Business Days of receipt to prepay an aggregate principal amount of the Term Loans equal to 100% of the Net Cash Proceeds in excess of $12,500,000 so received. Any such prepayment shall be applied to the Term Loans on a pro rata basis (using the Dollar Equivalent of each Euro installment to determine the pro rata application)." (q) Section 8.3 of the Credit Agreement is amended by deleting the words "or (j)" contained therein and substituting the words ", (j) or (m)" therefor. (r) Section 8.4 of the Credit Agreement is amended by: (i) Replacing subsection (i) thereof in its entirety with the following: "(i) investments incurred in order to consummate the VARTA Acquisition, including, without limitation, the Transformation and the VARTA Exchange;" (ii) Deleting the word "and" at the end of clause (k) thereof, (iii) Replacing the period at the end of clause (l) thereof with a semicolon, and (iv) Adding to the end thereof new subsections (m) and (n) to read as follows: "(m) the Remington Acquisition; and (n) the Rosata/Paula Acquisitions." (s) Section 8.5 of the Credit Agreement is amended by: 12 (i) Inserting (A) after the words "aggregate amount" in the second line of clause (d) thereof the parenthetical "(other than Indebtedness permitted by subsection (f) below)" and (B) after the words "subsection (e)" in the fourth line of clause (d) thereof the words "or (f)", (ii) Replacing the figure "$5,000,000" contained in clause (d) thereof with the figure "$10,000,000", (iii) Replacing clause (e) thereof in its entirety with the following: "(e) Indebtedness of Subsidiaries to the Company or Wholly-Owned Subsidiaries, provided that (i) any such Indebtedness incurred by the Company or any Domestic Subsidiary on or following the Amendment No. 3 Effective Date must be unsecured and expressly subordinated to the prior payment in full in cash of all obligations hereunder and under the Loan Documents and (ii) any such Indebtedness owed to the Company or any Domestic Subsidiary, unless incurred by the Company or any Domestic Subsidiary, and incurred on or following the Amendment No. 3 Effective Date must be evidenced by an unsubordinated promissory note that has been pledged and assigned as required by the Security Agreement;", (iv) Deleting the word "and" at the end of clause (j) thereof, (v) Replacing the period at the end of clause (k) thereof with "; and", (vi) Adding immediately before the last sentence thereof a new subsection (l) to read as follows: "(l) the Bridge Facility in an amount up to $350 million to finance the Remington Acquisition and the Permanent Securities.", and (vii) Deleting the last sentence thereof. (t) Section 8.8 of the Credit Agreement is amended by: (i) Deleting the word "and" at the end of clause (e) thereof, (ii) Replacing the period at the end of clause (f) thereof with "; and", and (iii) Adding to the end thereof a new subsection (g) to read as follows: "(g) Guaranty Obligations arising under the Bridge Facility and the Permanent Securities." (u) Section 8.11 of the Credit Agreement is amended by deleting the table contained therein in its entirety and substituting the following table therefor: 13

Period Ending Ratio ------------- ----- 12/31/02 - 6/30/05 2.25 : 1.0 9/30/05 - 6/30/06 3.00 : 1.0 Thereafter 3.50 : 1.0

(v) Section 8.12 of the Credit Agreement is amended by deleting the table contained therein in its entirety and substituting the following table therefor:

Period Ending Ratio ------------- ----- 12/31/02 - 12/31/03 5.25 : 1.0 3/31/04 - 6/30/04 5.00 : 1.0 9/30/04 - 6/30/05 4.75 : 1.0 9/30/05 - 6/30/06 4.50 : 1.0 9/30/06 - 6/30/07 3.75 : 1.0 Thereafter 3.50 : 1.0

(w) Section 8.13 of the Credit Agreement is amended by deleting the table contained therein in its entirety and substituting the following table therefor:

Period Ending Ratio ------------- ----- 12/31/02 - 9/30/05 1.25 : 1.0 Thereafter 1.40 : 1.0

(x) Section 8.14 of the Credit Agreement is amended by: (i) Deleting the word "and" at the end of clause (d) thereof, (ii) Replacing the period at the end of clause (e) thereof with a semicolon, and (iii) Adding to the end thereof new subsections (f), (g) and (h) to read as follows: 14 "(f) the Company and any Subsidiary may make any distributions required to consummate the VARTA Acquisition, including the Transformation and the VARTA Exchange; (g) consideration in an amount up to $10,000,000 paid in connection with an Acquisition permitted under Section 8.4(j), in the form of Distributions by the Subsidiary acquired pursuant to such Acquisition to the minority owner(s) of such Subsidiary, provided that the aggregate amount of any such Distributions in connection with such Acquisition will count against the monetary baskets set forth in Section 8.4(j), to the extent the Company is relying on Section 8.4(j) in consummating such Acquisition; and (h) the Company may prepay the Bridge Facility with the proceeds of the Permanent Securities." (y) Section 8.17 of the Credit Agreement is amended by inserting before the period at the end thereof the phrase "not to include any Indebtedness incurred in connection with the Rosata/Paula Acquisitions". (z) Section 11.23 of the Credit Agreement is amended in its entirety to read as follows: "11.23 Parallel Debt. Without prejudice to the provisions of any other Loan Document and for the purpose of ensuring and preserving the validity and continuity of the security rights granted and to be granted by each Pledgor (as defined in the Netherlands Share Pledge Agreements and/or in the German Pledge Agreements) under or pursuant to the Netherlands Share Pledge Agreements and/or the German Pledge Agreements, each Lender, on behalf of itself and its Affiliates, and the other parties hereto acknowledge and consent to each Pledgor's undertaking to pay to Bank of America, in its own capacity, amounts (i) equal to the amounts due from time to time by such Pledgor to the Lenders and their Affiliates in respect of all moneys owed by such Pledgor to the Lenders and their Affiliates under the Guaranties and (ii) due and payable at the same time as the corresponding amounts of such moneys under the Guaranties are or shall be due and payable (such payment undertaking and the obligations and liabilities resulting therefrom, the "Parallel Debt"). Each Lender, on behalf of itself and its Affiliates, and the other parties hereto agree that the Parallel Debt is a claim of Bank of America which is independent and separate from, and without prejudice to, the claims of the Lenders and their Affiliates, if applicable, in respect of the moneys owed by each Pledgor under the Guaranties, and is not a claim which is held jointly with the Lenders and their Affiliates provided that to the extent any amounts are paid to Bank of America under the Parallel Debt or that Bank of America otherwise receives moneys in payment of the Parallel Debt, the total amount due and payable in respect of the moneys owed by each Pledgor under the Guaranties shall be decreased as if said amounts were received directly in payment of the outstanding moneys under the Guaranties. Bank of America, acting in its own capacity, hereby agrees to transfer to such account as may be specified by the Administrative Agent, for the benefit of the Lenders and their Affiliates all proceeds that it receives in connection with any enforcement action taken under or 15 pursuant to the Netherlands Share Pledge Agreements and/or the German Pledge Agreements." (aa) Schedule 2.1 to the Credit Agreement is, effective only for dates of determination subsequent to the Amendment No. 3 Effective Date, amended in its entirety and replaced with Schedule 2.1 attached hereto. (bb) Schedule 2.9(e) to the Credit Agreement is amended in its entirety and replaced with Schedule 2.9(e) attached hereto. (cc) A new Schedule 5.1A(g), in the form attached hereto, is inserted into the Credit Agreement in proper numerical order. (dd) Section II of Exhibit C to the Credit Agreement is amended as follows: (i) Deleting the word "Acquisition" from clause A(10) thereof; (ii) Deleting clauses A(11), A(12) and A(13) thereof; (iii) Replacing the phrase "through (12), minus Item (13)" contained in clause A(14) thereof with the phrase "and (10)"; (iv) Replacing the figures "14" and "15" contained in clause A(15) thereof with the figures (11) and (12), respectively; (v) Renumbering clauses A(14), A(15), A(16) and A(17) thereof as clauses A(11), A(12), A(13) and A(14), respectively; and (vi) Replacing the phrase "Item A(14)" in each place it appears therein with the phrase "Item A(11)". (ee) A new Exhibit I-2, in the form attached hereto, is inserted into the Credit Agreement in proper numerical order. (ff) A new Exhibit J-2, in the form attached hereto, is inserted into the Credit Agreement in proper numerical order. SECTION 2. Consent. Notwithstanding anything to the contrary set forth in this Agreement or the other Loan Documents, the Company and its Subsidiaries may enter into corporate restructuring transactions intended to improve the administrative, operational and/or tax efficiency of the corporate structure of the Company and its Subsidiaries (including, without limitation, asset and stock transfers, mergers, liquidations, dissolutions, capital contributions, and other business combinations), so long as (a) immediately before and after giving effect to any such corporate restructuring transaction, no Event of Default has occurred and is continuing, (b) there is no party to the transactions other than the Company and its Subsidiaries, (c) the Company and its Subsidiaries promptly deliver any and all documents requested by the Administrative Agent under Section 7.13 of the Credit Agreement in connection with such transactions and (d) the Administrative Agent consents in writing thereto. 16 SECTION 3. Conditions of Effectiveness. This Amendment shall become effective when, and only when, and as of the date (the "Amendment No. 3 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 66-2/3% or more or, as to any of the Lenders, advice satisfactory to the Administrative Agent that such Lender has executed this Amendment and (y) the Administrative Agent shall have additionally received all fees due and payable in connection with this Amendment No. 3, 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 copies for each Lender, in form and substance satisfactory to the Agent (unless otherwise specified): (a) 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. (b) 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. (c) Counterparts of the Consent appended hereto (the "Consent"), executed by each Guarantor (other than the Company). (d) 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, as to the matters referred to in Section 4 and each additional matter as may arise and be requested by the Administrative Agent. 17 SECTION 4. 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 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. 18 SECTION 5. 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 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 6. 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 7. 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 8. Governing Law. This Amendment shall be governed by, and construed in accordance with, the laws of the State of New York. 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 and Chief Financial Officer VARTA GERATEBATTERIE GMBH By /s/ Remy Burel --------------------------------------- Title: CEO By /s/ Andreas Rouve --------------------------------------- Title: CFO BANK OF AMERICA, N.A. as Administrative Agent and as Lender By /s/ W. Thomas Bennett --------------------------------------- Title: Managing Director Agreed as of the date first above written _____________________________________________ [Please type or print name of Lender Party By __________________________________________ Title: -----END PRIVACY-ENHANCED MESSAGE-----

EX-1.1

                                                                     EXHIBIT 1.1

                              Rayovac Corporation,

                                ROV Holding, Inc.

                                       and

                                   Rovcal Inc.

                                  $ 350,000,000

                    8 1/2% Senior Subordinated Notes due 2013

                               PURCHASE AGREEMENT

                            dated September 26, 2003

                         Banc of America Securities LLC

                          Citigroup Global Markets Inc.

                              ABN AMRO Incorporated



                                Table of Contents

                                                                                                          
SECTION 1.        Representations and Warranties..........................................................    3
   (a)   No Registration Required.........................................................................    3
   (b)   No Integration of Offerings or General Solicitation..............................................    3
   (c)   Eligibility for Resale under Rule 144A...........................................................    3
   (d)   The Offering Memorandum..........................................................................    3
   (e)   Incorporated Documents...........................................................................    4
   (f)   The Purchase Agreement...........................................................................    4
   (g)   The Registration Rights Agreement................................................................    4
   (h)   The DTC Agreement................................................................................    4
   (i)   Authorization of the Securities and the Exchange Securities......................................    4
   (j)   Authorization of the Indenture...................................................................    5
   (k)   Description of the Securities, Exchange Securities and the Indenture.............................    5
   (l)   No Material Adverse Change.......................................................................    5
   (m)   Independent Accountants..........................................................................    6
   (n)   Preparation of the Financial Statements..........................................................    6
   (o)   Incorporation and Good Standing of the Company and its Subsidiaries..............................    6
   (p)   Capitalization and Other Capital Stock Matters...................................................    7
   (q)   Non-Contravention of Existing Instruments; No Further Authorizations or Approvals Required.......    7
   (r)   No Material Actions or Proceedings...............................................................    8
   (s)   Intellectual Property Rights.....................................................................    8
   (t)   All Necessary Permits, etc.......................................................................    8
   (u)   Title to Properties..............................................................................    8
   (v)   Tax Law Compliance...............................................................................    8
   (w)   Company Not an "Investment Company"..............................................................    9
   (x)   Insurance........................................................................................    9
   (y)   No Price Stabilization or Manipulation...........................................................    9
   (z)   Solvency.........................................................................................    9
   (aa)     No Unlawful Contributions or Other Payments...................................................    9
   (bb)     Company's Accounting System...................................................................    9
   (cc)     Compliance with Environmental Laws............................................................   10
   (dd)     Periodic Review of Costs of Environmental Compliance..........................................   10
   (ee)     ERISA Compliance..............................................................................   11
   (ff)     No Default in Senior Indebtedness.............................................................   11
   (gg)     Amended Credit Agreement......................................................................   11
   (hh)     Regulation S..................................................................................   11
SECTION 2.        Purchase, Sale and Delivery of the Securities...........................................   12
   (a)   The Securities...................................................................................   12
   (b)   The Closing Date.................................................................................   12
   (c)   Delivery of the Securities.......................................................................   12
   (d)   Delivery of Offering Memorandum to the Initial Purchasers........................................   12
   (e)   Initial Purchasers as Qualified Institutional Buyers.............................................   13
SECTION 3.        Additional Covenants....................................................................   13
   (a)   Initial Purchasers' Review of Proposed Amendments and Supplements................................   13
   (b)   Amendments and Supplements to the Offering Memorandum and Other Securities Act Matters...........   13
   (c)   Copies of the Offering Memorandum................................................................   14
   (d)   Blue Sky Compliance..............................................................................   14
   (e)   Use of Proceeds..................................................................................   14
   (f)   The Depositary...................................................................................   14
   (g)   Additional Issuer Information....................................................................   14
   (h)   Agreement Not to Offer or Sell Additional Securities.............................................   14
   (i)   Future Reports to the Initial Purchasers.........................................................   14
   (j)   No Integration...................................................................................   15



                                        i



                                                                                                          
   (k)   Legended Securities..............................................................................   15
   (l)   PORTAL...........................................................................................   15
SECTION 4.        Payment of Expenses.....................................................................   15
SECTION 5.        Conditions of the Obligations of the Initial Purchasers.................................   16
   (a)   Accountants' Comfort Letter......................................................................   16
   (b)   No Material Adverse Change or Ratings Agency Change..............................................   16
   (c)   Opinion of Counsel for the Company and the Guarantors............................................   16
   (d)   Opinion of Counsel for the Initial Purchasers....................................................   16
   (e)   Officers' Certificate............................................................................   17
   (f)   Bring-down Comfort Letter........................................................................   17
   (g)   PORTAL Listing...................................................................................   17
   (h)   Registration Rights Agreement....................................................................   17
   (i)   Concurrent Transactions..........................................................................   17
   (j)   Notice of Redemption.............................................................................   17
   (k)   Notice of Termination............................................................................   17
   (l)   Additional Documents.............................................................................   18
SECTION 6.        Reimbursement of Initial Purchasers' Expenses...........................................   18
SECTION 7.        Offer, Sale and Resale Procedures.......................................................   18
SECTION 8.        Indemnification.........................................................................   19
   (a)   Indemnification of the Initial Purchasers........................................................   19
   (b)   Indemnification of the Company, the Guarantors, their Directors and Officers.....................   20
   (c)   Notifications and Other Indemnification Procedures...............................................   21
   (d)   Settlements......................................................................................   21
SECTION 9.        Contribution............................................................................   22
SECTION 10.       Termination of this Agreement...........................................................   23
SECTION 11.       Representations and Indemnities to Survive Delivery.....................................   23
SECTION 12.       Notices.................................................................................   24
SECTION 13.       Successors..............................................................................   24
SECTION 14.       Partial Unenforceability................................................................   24
SECTION 15.       Governing Law Provisions................................................................   25
SECTION 16.       Default of One or More of the Several Initial Purchasers................................   25
SECTION 17.       General Provisions......................................................................   25



SCHEDULES, EXHIBITS AND ANNEX

               
SCHEDULE A  -     INITIAL PURCHASERS
SCHEDULE C  -     SUBSIDIARIES
EXHIBIT A-1 -     FORM OF OPINION OF SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
EXHIBIT A-2 -     FORM OF TAX OPINION OF SKADDEN, ARPS, SLATE,
                  MEAGHER & FLOM LLP
EXHIBIT A-3 -     FORM OF OPINION OF JAMES T. LUCKE
ANNEX I     -     RESALE PROCEDURES



                                       ii



                               Purchase Agreement

                                                              September 26, 2003

BANC OF AMERICA SECURITIES LLC
CITIGROUP GLOBAL MARKETS INC.
ABN AMRO Incorporated
   As Initial Purchasers
c/o BANC OF AMERICA SECURITIES LLC
9 West 57th Street
New York, NY 10019

Ladies and Gentlemen:

                  Introductory. Rayovac Corporation, a Wisconsin corporation
(the "Company"), proposes to issue and sell to the several Initial Purchasers
named in Schedule A (the "Initial Purchasers"), acting severally and not
jointly, the respective amounts set forth in such Schedule A of $350,000,000
aggregate principal amount of the Company's 8 1/2% Senior Subordinated Notes due
2013 (the "Notes"). Banc of America Securities LLC, Citigroup Global Markets
Inc. and ABN AMRO Incorporated have agreed to act as the several Initial
Purchasers in connection with the offering and sale of the Notes.

                  The Notes will be issued pursuant to an indenture, to be dated
as of September 30, 2003 (the "Indenture"), among the Company, the guarantors
named in the Indenture (including ROV Holding, Inc., a Delaware Corporation, and
Rovcal Inc., a California Corporation; each of ROV Holding, Inc. and Rovcal Inc.
a "Guarantor and together the "Guarantors") and U.S. Bank Trust National
Association, as trustee (the "Trustee"). Notes issued in book-entry form will be
issued in the name of Cede & Co., as nominee of The Depository Trust Company
(the "Depositary") pursuant to a DTC Agreement, to be dated as of the Closing
Date (as defined in Section 2) (the "DTC Agreement"), among the Company, the
Trustee and the Depositary.

                  The holders of the Notes will be entitled to the benefits of a
registration rights agreement, to be dated as of September 30, 2003 (the
"Registration Rights Agreement"), among the Company, the Guarantors and the
Initial Purchasers, pursuant to which each of the Company and the Guarantors
will agree to file, within 90 days of the Closing Date, a registration statement
with the Commission registering the Exchange Securities under the Securities
Act.

                  The payment of principal, of premium and Liquidated Damages
(as defined in the Indenture), if any, and interest on the Notes and the
Exchange Notes (as defined below) will be fully and unconditionally guaranteed
on a senior subordinated basis, jointly and severally by (i) the Guarantors and
(ii) any subsidiary of the Company formed or acquired after the Closing Date
that executes an additional guarantee in accordance with the terms of the
Indenture, and their respective successors and assigns, pursuant to their
guarantees (the "Guarantees"). The Notes and the Guarantees attached thereto are
herein collectively referred to as the "Securities"; and the Exchange Notes and
the Guarantees attached thereto are herein collectively referred to as the
"Exchange Securities".



                  The Notes are being issued as part of the financing of the
Company's acquisition (the "Acquisition") of all of the membership interests of
Remington Products Company, L.L.C., a Delaware limited liability company
("Remington"). In connection with the Acquisition, the Company will: (i) enter
into an agreement (the "Amended Credit Agreement") with lenders under its Third
Amended and Restricted Credit Agreement (the "Existing Credit Agreement") dated
as of October 1, 2002 to, among other things, increase the borrowing available
under the Existing Credit Agreement by $50,000,000 and (ii) make tender offers
(the "Tender Offers") to acquire Remington and Remington Capital Corp.'s
existing 11% Series B Senior Subordinated Notes due 2006 (the "Series B Notes")
and 11% Series D Senior Subordinated Notes due 2006 (the "Series D Notes"). The
Acquisition, the Amended Credit Agreement and the Tender Offers are hereinafter
collectively referred to as the "Concurrent Transactions." References in this
Agreement to subsidiaries of the Company shall be deemed to include Remington
and each of its subsidiaries.

                  The Company understands that the Initial Purchasers propose to
make an offering of the Securities on the terms and in the manner set forth
herein and in the Offering Memorandum (as defined below) and agrees that the
Initial Purchasers may resell, subject to the conditions set forth herein, all
or a portion of the Securities to purchasers (the "Subsequent Purchasers") at
any time after the date of this Agreement. The Securities are to be offered and
sold to or through the Initial Purchasers without being registered with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933 (as amended, the "Securities Act," which term, as used herein, includes
the rules and regulations of the Commission promulgated thereunder), in reliance
upon exemptions therefrom. The terms of the Securities and the Indenture will
require that investors that acquire Securities expressly agree that Securities
may only be resold or otherwise transferred, after the date hereof, if such
Securities are registered for sale under the Securities Act or if an exemption
from the registration requirements of the Securities Act is available (including
the exemptions afforded by Rule 144A under the Securities Act ("Rule 144A") or
Regulation S under the Securities Act ("Regulation S") thereunder).

                  The Company has prepared and delivered to each Initial
Purchaser copies of a Preliminary Offering Memorandum, dated September 12, 2003
(the "Preliminary Offering Memorandum"), and has prepared and will deliver to
each Initial Purchaser, copies of the Offering Memorandum, dated September 26,
2003 describing the terms of the Securities, each for use by such Initial
Purchaser in connection with its solicitation of offers to purchase the
Securities. As used herein, the "Offering Memorandum" shall mean, with respect
to any date or time referred to in this Agreement, the Company's Offering
Memorandum, dated September 26, 2003, including amendments or supplements
thereto and any exhibits thereto, and the Incorporated Documents (as defined by
Section 1 below) in the most recent form that has been prepared and delivered by
the Company to the Initial Purchasers in connection with their solicitation of
offers to purchase Securities. Further, any reference to the Preliminary
Offering Memorandum or the Offering Memorandum shall be deemed to refer to and
include any Additional Issuer Information (as defined in Section 3) furnished by
the Company prior to the completion of the distribution of the Securities.

                  All references in this Agreement to financial statements and
schedules and other information which is "contained," "included" or "stated" in
the Offering Memorandum (or other references of like import) shall be deemed to
mean and include all such financial statements and schedules and other
information which are incorporated by reference in the Offering Memorandum; and
all references in this Agreement to amendments or supplements to the Offering
Memorandum shall be deemed to mean and include the filing of any document under
the Securities Exchange Act of 1934 (as amended, the "Exchange Act," which term,
as used

                                        2



herein, includes the rules and regulations of the Commission promulgated
thereunder) which is incorporated or deemed to be incorporated by reference in
the Offering Memorandum.

                  Each of the Company and the Guarantors hereby confirms its
agreements with the Initial Purchasers as follows:

SECTION 1.        Representations and Warranties. Each of the Company and the
Guarantors, jointly and severally, hereby represents, warrants and covenants, to
each Initial Purchaser as follows:

         (a) No Registration Required. Assuming the accuracy of the
         representations and warranties of the Initial Purchasers set forth in
         Section 2 hereof and compliance by the Initial Purchasers with the
         procedures set forth in Section 7 hereof, it is not necessary in
         connection with the offer, sale and delivery of the Securities to the
         Initial Purchasers and to each Subsequent Purchaser in the manner
         contemplated by this Agreement and the Offering Memorandum to register
         the Securities under the Securities Act or, until such time as the
         Exchange Securities are issued pursuant to an effective registration
         statement, to qualify the Indenture under the Trust Indenture Act of
         1939, as amended (the "Trust Indenture Act," which term, as used
         herein, includes the rules and regulations of the Commission
         promulgated thereunder).

         (b) No Integration of Offerings or General Solicitation. The Company
         and the Guarantors have not, directly or indirectly, solicited any
         offer to buy or offered to sell, and will not, directly or indirectly,
         solicit any offer to buy or offer to sell, in the United States or to
         any United States citizen or resident, any security which is or would
         be integrated with the sale of the Securities in a manner that would
         require the Securities to be registered under the Securities Act. None
         of the Company, the Guarantors, its respective affiliates (as such term
         is defined in Rule 501 under the Securities Act (each, an "Affiliate"),
         or any person acting on its or any of their behalf (other than the
         Initial Purchasers, as to whom the Company and the Guarantors make no
         representation or warranty) has engaged or will engage, in connection
         with the offering of the Securities, in any form of general
         solicitation or general advertising within the meaning of Rule 502
         under the Securities Act. With respect to those Securities sold in
         reliance upon Regulation S: (i) none of the Company, the Guarantors,
         its Affiliates, or any person acting on its or their behalf (other than
         the Initial Purchasers, as to whom the Company and the Guarantors make
         no representation or warranty) has engaged or will engage in any
         directed selling efforts within the meaning of Regulation S; and (ii)
         each of the Company, the Guarantors, and its Affiliates and any person
         acting on its or behalf (other than the Initial Purchasers, as to whom
         the Company and the Guarantors makes no representation or warranty) has
         complied and will comply with the offering restrictions set forth in
         Regulation S.

         (c) Eligibility for Resale under Rule 144A. The Securities are eligible
         for resale pursuant to Rule 144A and will not be, at the Closing Date,
         of the same class as securities listed on a national securities
         exchange registered under Section 6 of the Exchange Act or quoted in a
         U.S. automated interdealer quotation system.

         (d) The Offering Memorandum. The Offering Memorandum as of the date
         hereof does not, and at the Closing Date will not, include an untrue
         statement of a material fact or omit to state a material fact necessary
         in order to make the statements therein, in the light of the
         circumstances under which they were made, not misleading; provided that
         this representation, warranty and agreement shall not apply to any
         statements in or omissions from the Offering Memorandum made in
         reliance upon and in conformity with information furnished to the
         Company in writing by any Initial Purchaser through Banc of America
         Securities LLC expressly for use in the Offering Memorandum. Each of
         the

                                       3



         Preliminary Offering Memorandum and the Offering Memorandum, as of its
         date, contains all the information specified in, and meets the
         requirements of, Rule 144A. Neither the Company nor any Guarantor has
         distributed or will distribute, prior to the later of the Closing Date
         and the completion of the Initial Purchasers' distribution of the
         Securities, any offering material in connection with the offering and
         sale of the Securities other than the Preliminary Offering Memorandum
         or the Offering Memorandum.

         (e) Incorporated Documents. The Offering Memorandum as delivered from
         time to time shall incorporate by reference the most recent Annual
         Report of each of the Company and Remington on Form 10-K filed with the
         Commission and each Quarterly Report of each of the Company and
         Remington on Form 10-Q, and each Current Report of each of the Company
         and Remington on Form 8-K, filed with the Commission since the filing
         of the end of the fiscal year to which such Annual Report relates,
         except Remington's Quarterly Report on Form 10-Q for the quarter ended
         March 31, 2003 and the Company's Current Report on Form 8-K/A filed as
         of December 16, 2002. The documents incorporated or deemed to be
         incorporated by reference in the Offering Memorandum at the time they
         were or hereafter are filed with the Commission (collectively, the
         "Incorporated Documents") complied, or by subsequent amendment
         complied, and will comply in all material respects with the
         requirements of the Exchange Act.

         (f) The Purchase Agreement. This Agreement has been duly authorized,
         executed and delivered by each of the Company and the Guarantors.

         (g) The Registration Rights Agreement. At the Closing Date, the
         Registration Rights Agreement will be duly authorized, executed and
         delivered by, and will be a valid and binding agreement of, each of the
         Company and the Guarantors, enforceable in accordance with its terms,
         except as the enforcement thereof may be limited by bankruptcy,
         insolvency, reorganization, moratorium or other similar laws relating
         to or affecting the rights and remedies of creditors or by general
         equitable principles (regardless of whether enforceability is
         considered in a proceeding at law or in equity) and except as rights to
         indemnification under the Registration Rights Agreement may be limited
         by applicable law. Pursuant to the Registration Rights Agreement, the
         Company will agree to file with the Commission, under the circumstances
         set forth therein, (i) a registration statement under the Securities
         Act relating to another series of debt securities of the Company with
         terms substantially identical to the Notes (the "Exchange Notes") to be
         offered in exchange for the Notes (the "Exchange Offer"); and (ii) to
         the extent required by the Registration Rights Agreement, a shelf
         registration statement pursuant to Rule 415 of the Securities Act
         relating to the resale by certain holders of the Notes, and in each
         case, to use its commercially reasonable efforts to cause such
         registration statements to be declared effective.

         (h) The DTC Agreement. On the Closing Date, the DTC Agreement will be
         duly authorized, executed and delivered by, and will be a valid and
         binding agreement of, the Company, enforceable in accordance with its
         terms, except as the enforcement thereof may be limited by bankruptcy,
         insolvency, reorganization, moratorium or other similar laws relating
         to or affecting the rights and remedies of creditors or by general
         equitable principles (regardless of whether enforceability is
         considered in a proceeding at law or in equity).

         (i) Authorization of the Securities and the Exchange Securities. The
         Notes to be purchased by the Initial Purchasers from the Company are in
         the form contemplated by the Indenture, have been duly authorized for
         issuance and sale pursuant to this Agreement and the Indenture and, at
         the Closing Date, will have been duly executed by the

                                       4


         Company and, when authenticated in the manner provided for in the
         Indenture and delivered against payment of the purchase price therefor,
         will constitute valid and binding agreements of the Company,
         enforceable in accordance with their terms, except as the enforcement
         thereof may be limited by bankruptcy, insolvency, reorganization,
         moratorium or other similar laws relating to or affecting the rights
         and remedies of creditors or by general equitable principles
         (regardless of whether enforceability is considered in a proceeding at
         law or in equity) and will be entitled to the benefits of the
         Indenture. The Exchange Notes have been duly and validly authorized for
         issuance by the Company, and when issued and authenticated in
         accordance with the terms of the Indenture, the Registration Rights
         Agreement and the Exchange Offer, will constitute valid and binding
         obligations of the Company, enforceable against the Company in
         accordance with their terms, except as the enforcement thereof may be
         limited by bankruptcy, insolvency, reorganization, moratorium, or
         similar laws relating to or affecting enforcement of the rights and
         remedies of creditors or by general principles of equity (regardless of
         whether enforceability is considered in a proceeding at law or in
         equity) and will be entitled to the benefits of the Indenture. The
         Guarantees of the Notes and the Exchange Notes are in the respective
         forms contemplated by the Indenture, have been duly authorized for
         issuance and sale pursuant to this Agreement and the Indenture and, at
         the Closing Date, will have been duly executed by each of the
         Guarantors and, when the Notes have been authenticated in the manner
         provided for in the Indenture and delivered against payment of the
         purchase price therefor, will constitute valid and binding agreements
         of the Guarantors, enforceable in accordance with their terms, except
         as the enforcement thereof may be limited by bankruptcy, insolvency,
         reorganization, moratorium or other similar laws relating to or
         affecting the rights and remedies of creditors or by general equitable
         principles (regardless of whether enforceability is considered in a
         proceeding at law or in equity) and will be entitled to the benefits of
         the Indenture.

         (j) Authorization of the Indenture. The Indenture has been duly
         authorized by each of the Company and the Guarantors, and at the
         Closing Date will have been duly executed and delivered by each of the
         Company and the Guarantors, and when executed and delivered by the
         Trustee, will constitute a valid and binding agreement of each of the
         Company and the Guarantors, enforceable against each of the Company and
         the Guarantors in accordance with its terms, except as the enforcement
         thereof may be limited by bankruptcy, insolvency, reorganization,
         moratorium or other similar laws relating to or affecting the rights
         and remedies of creditors or by general equitable principles
         (regardless of whether enforceability is considered in a proceeding at
         law or in equity).

         (k) Description of the Securities, Exchange Securities and the
         Indenture. On the Closing Date, the Securities and the Indenture will
         conform in all material respects to the respective statements relating
         thereto contained in the Offering Memorandum.

         (l) No Material Adverse Change. Except as otherwise disclosed in the
         Offering Memorandum, subsequent to the respective dates as of which
         information is given in the Offering Memorandum: (i) there has been no
         material adverse change, or any development involving a prospective
         material adverse change, in the condition, financial or otherwise, or
         in the earnings, business or operations, whether or not arising from
         transactions in the ordinary course of business, of the Company and its
         subsidiaries, considered as one entity (any such change is called a
         "Material Adverse Change"); (ii) the Company and its subsidiaries,
         considered as one entity, have not incurred any material liability or
         obligation, indirect, direct or contingent, not in the ordinary course
         of business nor entered into any material transaction or agreement not
         in the ordinary course of business; and (iii) there has been no
         dividend or distribution of any kind declared, paid

                                       5



         or made by the Company or, except for dividends paid to the Company or
         other subsidiaries, any of its subsidiaries on any class of capital
         stock or repurchase or redemption by the Company or any of its
         subsidiaries of any class of capital stock.

         (m) Independent Accountants. KPMG LLP and Deloitte & Touche LLP, who
         have each expressed their opinion with respect to the financial
         statements (which term as used in this Agreement includes the related
         notes thereto) and supporting schedules filed with the Commission
         included in the Offering Memorandum, are independent public or
         certified public accountants within the meaning of Regulation S-X under
         the Securities Act.

         (n) Preparation of the Financial Statements. The financial statements,
         together with the related schedules and notes of (i) the Company and
         its subsidiaries, (ii) the Consumer Battery Group of Varta AG and (iii)
         Remington and its subsidiaries, in each case included or incorporated
         by reference in the Offering Memorandum present fairly the consolidated
         financial position of (i) the Company and its subsidiaries (ii) the
         Consumer Battery Group of Varta AG and (iii) Remington and its
         subsidiaries, respectively, as of and at the dates indicated and the
         results of their operations and cash flows for the periods specified.
         The financial statements of (i) the Company and its subsidiaries and
         (ii) Remington and its subsidiaries have been prepared in conformity
         with generally accepted accounting principles as applied in the United
         States, applied on a consistent basis throughout the periods involved,
         except as may be expressly stated in the related notes thereto. The
         financial statements of the Consumer Battery Group of Varta AG have
         been prepared in conformity with generally accepted accounting
         principles as applied in Germany, applied on a consistent basis
         throughout the periods involved, except as may be expressly stated in
         the related notes thereto, and reconciled to generally accepted
         accounting principles applied in the United States in accordance with
         Item 17 of Form 20-F under the Exchange Act. The financial data set
         forth in the Offering Memorandum under the captions "Summary--Summary
         Financial Data--Rayovac," "Summary--Summary Financial Data--Remington,"
         "Selected Historical Financial Data--Rayovac" and "Selected Historical
         Financial Data--Remington" fairly present the information set forth
         therein on a basis consistent with that of the audited financial
         statements contained in the Offering Memorandum. The pro forma
         condensed financial statements of the Company and its subsidiaries and
         the related notes thereto included under the caption "Summary--Summary
         Unaudited Pro Forma Condensed Consolidated Financial Data," "Unaudited
         Pro Forma Condensed Consolidated Financial Data" and elsewhere in the
         Offering Memorandum present fairly the information contained therein,
         have been prepared in accordance with the Commission's rules and
         guidelines with respect to pro forma financial statements and have been
         properly presented on the bases described therein, and the assumptions
         used in the preparation thereof are reasonable and the adjustments used
         therein are appropriate to give effect to the transactions and
         circumstances referred to therein.

         (o) Incorporation and Good Standing of the Company and its
         Subsidiaries. Each of the Company and its subsidiaries has been duly
         incorporated or otherwise formed and is validly existing as a
         corporation, limited liability company, partnership or other legal
         entity in good standing under the laws of the jurisdiction of its
         incorporation or formation and has power and authority to own, lease
         and operate its properties and to conduct its business as described in
         the Offering Memorandum. Each of the Company and each subsidiary is
         duly qualified to transact business and is in good standing in each
         jurisdiction in which such qualification is required, whether by reason
         of the ownership or leasing of property or the conduct of business,
         except for such jurisdictions where the failure to so qualify or to be
         in good standing would not, individually or in the aggregate,

                                       6



         result in a Material Adverse Change. All of the issued and outstanding
         capital stock of each subsidiary has been duly authorized and validly
         issued, is fully paid and nonassessable and (except for any directors'
         qualifying shares and except for Varta AG) is owned or will be owned as
         of the Closing Date by the Company, directly or through subsidiaries,
         free and clear of any security interest, mortgage, pledge, lien,
         encumbrance or claim. The Company does not own or control, directly or
         indirectly, any corporation, association or other entity other than the
         subsidiaries listed in Schedule B hereto.

         (p) Capitalization and Other Capital Stock Matters. All of the
         outstanding shares of the Company's Common Stock have been duly
         authorized and validly issued, are fully paid and nonassessable and
         have been issued in compliance with federal and state securities laws.
         None of the outstanding shares of the Company's Common Stock were
         issued in violation of any preemptive rights, rights of first refusal
         or other similar rights to subscribe for or purchase securities of the
         Company. There are no authorized or outstanding options, warrants,
         preemptive rights, rights of first refusal or other rights to purchase,
         or equity or debt securities convertible into or exchangeable or
         exercisable for, any capital stock of the Company or any of its
         subsidiaries other than those accurately described in the Offering
         Memorandum.

         (q) Non-Contravention of Existing Instruments; No Further
         Authorizations or Approvals Required. Neither the Company nor any of
         its subsidiaries (i) is in violation of its charter, by-laws or similar
         organizational documents or (ii) is in default (or, with the giving of
         notice or lapse of time, would be in default) ("Default") under any
         indenture, mortgage, loan or credit agreement, note, contract,
         franchise, lease or other instrument to which the Company or any of its
         subsidiaries is a party or by which it or any of them may be bound, or
         to which any of the property or assets of the Company or any of its
         subsidiaries is subject (each, an "Existing Instrument"), except for
         such Defaults as would not, individually or in the aggregate, result in
         a Material Adverse Change. The Company's and the Guarantors' execution,
         delivery and performance of this Agreement, the Registration Rights
         Agreement, the DTC Agreement and the Indenture, and the issuance and
         delivery of the Securities or the Exchange Securities, and the
         consummation of the transactions contemplated hereby and thereby (i)
         will not result in any violation of the provisions of the charter or
         by-laws of the Company or any subsidiary, (ii) will not conflict with
         or constitute a breach of, or Default or a Debt Repayment Triggering
         Event (as defined below) under, or result in the creation or imposition
         of any lien, charge or encumbrance upon any property or assets of the
         Company or any of its subsidiaries pursuant to, or require the consent
         of any other party to, any Existing Instrument, except for such
         conflicts, breaches, Defaults, liens, charges or encumbrances as would
         not, individually or in the aggregate, result in a Material Adverse
         Change and (iii) will not result in any violation of any law,
         administrative regulation or administrative or court decree applicable
         to the Company or any subsidiary. No consent, approval, authorization
         or other order of, or registration or filing with, any court or other
         governmental or regulatory authority or agency, is required for the
         Company's and the Guarantors' execution, delivery and performance of
         this Agreement, the Registration Rights Agreement, the DTC Agreement,
         the Indenture, or the issuance and delivery of the Securities or the
         Exchange Securities, or consummation of the transactions contemplated
         hereby and thereby, except such as have been obtained or made by the
         Company or the Guarantors and are in full force and effect under the
         Securities Act, applicable state securities or blue sky laws and except
         such as may be required by federal and state securities laws with
         respect to the Company's and the Guarantors' obligations under the
         Registration Rights Agreement. As used herein, a "Debt Repayment
         Triggering Event" means any event or condition which gives, or with the
         giving of notice

                                       7



         or lapse of time would give, the holder of any note, debenture or other
         evidence of indebtedness (or any person acting on such holder's behalf)
         the right to require the repurchase, redemption or repayment of all or
         a portion of such indebtedness by the Company or any of its
         subsidiaries.

         (r) No Material Actions or Proceedings. Except as set forth or
         contemplated in the Offering Memorandum, there are no legal or
         governmental actions, suits or proceedings pending or, to each of the
         Company's and the Guarantors' knowledge: (i) threatened against or
         affecting the Company or any of its subsidiaries; or (ii) which have as
         the subject thereof any property owned or leased by, the Company or any
         of its subsidiaries, where in any such case there is a reasonable
         possibility that such action, suit or proceeding will be determined
         adversely to the Company or such subsidiary and any such action, suit
         or proceeding, if so determined adversely, would reasonably be expected
         to result in a Material Adverse Change or adversely affect the
         consummation of the transactions contemplated by this Agreement. No
         material labor dispute with the employees of the Company or any of its
         subsidiaries or to each of the Company's and the Guarantor's knowledge,
         with the employees of any principal supplier of the Company or any of
         its subsidiaries, exists or, to each of the Company's and the
         Guarantors' knowledge, is threatened or imminent.

         (s) Intellectual Property Rights. Except as otherwise disclosed in the
         Offering Memorandum, the Company and its subsidiaries own or possess
         sufficient trademarks, trade names, patent rights, copyrights,
         licenses, approvals, trade secrets and other similar rights
         (collectively, "Intellectual Property Rights") reasonably necessary to
         conduct their businesses as now conducted; and the expected expiration
         of any of such Intellectual Property Rights is not reasonably expected
         to result in a Material Adverse Change. Neither the Company nor any of
         its subsidiaries has received any notice of infringement or conflict
         with asserted Intellectual Property Rights of others, which
         infringement or conflict, if the subject of an unfavorable decision,
         would result in a Material Adverse Change.

         (t) All Necessary Permits, etc. The Company and each subsidiary possess
         such valid and current certificates, authorizations or permits issued
         by the appropriate state, federal or foreign regulatory agencies or
         bodies necessary to conduct their respective businesses, and neither
         the Company nor any subsidiary has received any written notice of
         proceedings relating to the revocation or modification of, or
         non-compliance with, any such certificate, authorization or permit
         which, singly or in the aggregate, if the subject of an unfavorable
         decision, ruling or finding, would result in a Material Adverse Change.

         (u) Title to Properties. The Company and each of its subsidiaries has
         good and marketable title to all the properties and assets reflected as
         owned in the financial statements referred to in paragraph (m) above,
         in each case free and clear of any security interests, mortgages,
         liens, encumbrances, equities, claims and other defects, except such as
         do not materially and adversely affect the value of such property and
         do not materially interfere with the use made or proposed to be made of
         such property by the Company or such subsidiary. The real property,
         improvements, equipment and personal property held under lease by the
         Company or any subsidiary are held under valid and enforceable leases,
         with such exceptions as are not material and do not materially
         interfere with the use made or proposed to be made of such real
         property, improvements, equipment or personal property by the Company
         or such subsidiary.

         (v) Tax Law Compliance. The Company and its subsidiaries have filed all
         necessary federal, state and foreign income and franchise tax returns
         or have properly requested

                                       8



         extensions thereof, and have paid all taxes required to be paid by any
         of them and, if due and payable, any related or similar assessment,
         fine or penalty levied against any of them except as may be being
         contested in good faith and by appropriate proceedings, except where
         the failure to file such tax returns or pay such taxes, assessments,
         fines and penalties individually or in the aggregate would not
         reasonably be expected to result in a Material Adverse Change. The
         Company has made adequate charges, accruals and reserves in the
         applicable financial statements referred to in paragraph (n) above in
         respect of all federal, state and foreign income and franchise taxes
         for all periods as to which the tax liability of the Company or any of
         its subsidiaries has not been finally determined.

         (w) Company Not an "Investment Company". The Company has been advised
         of the rules and requirements under the Investment Company Act of 1940,
         as amended (the "Investment Company Act"). The Company is not, and
         after receipt of payment for the Securities and consummation of the
         Concurrent Transactions will not be, an "investment company" within the
         meaning of Investment Company Act.

         (x) Insurance. Each of the Company and its subsidiaries are insured by
         recognized, financially sound institutions with policies in such
         amounts and with such deductibles and covering such risks as are
         generally deemed reasonably adequate for their businesses. The Company
         has no reason to believe that it or any subsidiary will not be able (i)
         to renew its existing insurance coverage as and when such policies
         expire or (ii) to obtain comparable coverage from similar institutions
         as may be necessary or appropriate to conduct its business as now
         conducted and at a cost that would not result in a Material Adverse
         Change. Neither of the Company nor any subsidiary has been denied any
         insurance coverage which it has sought or for which it has applied.

         (y) No Price Stabilization or Manipulation. Each of the Company and the
         Guarantors has not taken and will not take, directly or indirectly, any
         action designed to or that might be reasonably expected to cause or
         result in stabilization or manipulation of the price of any security of
         the Company to facilitate the sale or resale of the Securities.

         (z) Solvency. Each of the Company and the Guarantors is, and
         immediately after the Closing Date will be, Solvent. As used herein,
         the term "Solvent" means, with respect to each of the Company and the
         Guarantors on a particular date, that on such date: (i) the fair market
         value of its assets is greater than the total amount of its liabilities
         (including contingent liabilities); (ii) the present fair salable value
         of its assets is greater than the amount that will be required to pay
         the probable liabilities on its debts as they become absolute and
         matured; (iii) it is able to realize upon its assets and pay its debts
         and other liabilities, including contingent obligations, as they
         mature; and (iv) it does not have unreasonably small capital.

         (bb) No Unlawful Contributions or Other Payments. Neither the Company
         nor any of its subsidiaries nor, to the best of the Company's or any
         Guarantor's knowledge, any employee, director or agent of the Company
         or any subsidiary, has made any contribution or other payment to any
         official of, or candidate for, any federal, state or foreign office in
         violation of any law or of the character necessary to be disclosed in
         the Offering Memorandum in order to make the statements therein not
         misleading.

         (cc) Company's Accounting System. Each of the Company and, to the
         Company's knowledge, Remington maintains a system of accounting
         controls sufficient to provide reasonable assurances that: (i)
         transactions are executed in accordance with management's general or
         specific authorization; (ii) transactions are recorded as

                                       9



         necessary to permit preparation of financial statements in conformity
         with generally accepted accounting principles as applied in the United
         States and to maintain accountability for assets; (iii) access to
         assets is permitted only in accordance with management's general or
         specific authorization; and (iv) the recorded accountability for assets
         is compared with existing assets at reasonable intervals and
         appropriate action is taken with respect to any differences.

         (dd) Compliance with Environmental Laws. Except as disclosed in the
         Offering Memorandum or as would not, individually or in the aggregate,
         result in a Material Adverse Change: (i) neither the Company nor any of
         its subsidiaries is in violation of any federal, state, local or
         foreign law or regulation relating to pollution or protection of human
         health or the environment (including, without limitation, ambient air,
         surface water, groundwater, land surface or subsurface strata) or
         wildlife, including without limitation, laws and regulations relating
         to emissions, discharges, releases or threatened releases of chemicals,
         pollutants, contaminants, wastes, toxic substances, hazardous
         substances, petroleum and petroleum products (collectively, "Materials
         of Environmental Concern"), or otherwise relating to the manufacture,
         processing, distribution, use, treatment, storage, disposal, transport
         or handling of Materials of Environmental Concern (collectively,
         "Environmental Laws"), which violation includes, but is not limited to,
         noncompliance with any permits or other governmental authorizations
         required for the operation of the business of the Company or its
         subsidiaries under applicable Environmental Laws, or noncompliance with
         the terms and conditions thereof, nor has the Company or any of its
         subsidiaries received any written communication, whether from a
         governmental authority, citizens group, employee or otherwise, that
         alleges that the Company or any of its subsidiaries is in violation of
         any Environmental Law; (ii) there is no claim, action or cause of
         action filed with a court or governmental authority, no investigation
         with respect to which the Company or any of its subsidiaries has
         received written notice, and no written notice by any person or entity
         alleging potential liability for investigatory costs, cleanup costs,
         governmental responses costs, natural resources damages, property
         damages, personal injuries, attorneys' fees or penalties arising out
         of, based on or resulting from the presence, or release into the
         environment, of any Material of Environmental Concern at any location
         owned, leased or operated by the Company or any of its subsidiaries,
         now or in the past (collectively, "Environmental Claims"), pending or,
         to each of the Company's and the Guarantors' knowledge, threatened
         against the Company or any of its subsidiaries or any person or entity
         whose liability for any Environmental Claim the Company or any of its
         subsidiaries has retained or assumed either contractually or by
         operation of law; and (iii) to each of the Company's and the
         Guarantors' knowledge, there are no past or present actions,
         activities, circumstances, conditions, events or incidents, including,
         without limitation, the release, emission, discharge, presence or
         disposal of any Material of Environmental Concern, that would
         reasonably be expected to result in a violation of any Environmental
         Law or form the basis of a potential Environmental Claim against the
         Company or any of its subsidiaries or against any person or entity
         whose liability for any Environmental Claim the Company or any of its
         subsidiaries has retained or assumed either contractually or by
         operation of law.

         (ee) Periodic Review of Costs of Environmental Compliance. In the
         ordinary course of its business, the Company conducts a periodic review
         of the effect of Environmental Laws on the business, operations and
         properties of the Company and its subsidiaries, in the course of which
         it identifies and evaluates associated costs and liabilities
         (including, without limitation, any capital or operating expenditures
         required for clean-up, closure of properties or compliance with
         Environmental Laws or any permit, license or approval,

                                       10



         any related constraints on operating activities and any potential
         liabilities to third parties). On the basis of such review and the
         amount of its established reserves, the Company has reasonably
         concluded that such associated costs and liabilities would not,
         individually or in the aggregate, result in a Material Adverse Change.

         (ff) ERISA Compliance. The Company and its subsidiaries and any
         "employee benefit plan" (as defined under the Employee Retirement
         Income Security Act of 1974, as amended, and the regulations and
         published interpretations thereunder (collectively, "ERISA"))
         established or maintained by the Company, its subsidiaries or their
         "ERISA Affiliates" (as defined below) are in compliance in all material
         respects with ERISA. "ERISA Affiliate" means, with respect to the
         Company or a subsidiary, any member of any group of organizations
         described in Sections 414, or of the Internal Revenue Code of 1986, as
         amended, and the regulations and published interpretations thereunder
         (the "Code") of which the Company or such subsidiary is a member. No
         "reportable event" (as defined under ERISA) has occurred or is
         reasonably expected to occur with respect to any "employee benefit
         plan" established or maintained by the Company, its subsidiaries or any
         of their ERISA Affiliates. No "employee benefit plan" established or
         maintained by the Company, its subsidiaries or any of their ERISA
         Affiliates, if such "employee benefit plan" were terminated, would have
         any "amount of unfunded benefit liabilities" (as defined under ERISA),
         except for the Rayovac Madison Hourly Retirement Plan No. 23, the
         Rayovac Madison Hourly Retirement Plan No. 24, the Rayovac Portage
         Hourly Retirement Plan No. 28 and the Rayovac Corporation Fennimore
         Hourly Retirement Plan No. 34., which together have aggregate unfunded
         benefit liabilities not in excess of $2,500,000. Neither the Company,
         its subsidiaries nor any of their ERISA Affiliates has incurred or
         reasonably expects to incur any material liability under (i) Title IV
         of ERISA with respect to termination of, or withdrawal from, any
         "employee benefit plan"; or (ii) Sections 412, 4971, 4975 or 4980B of
         the Code. Each "employee benefit plan" established or maintained by the
         Company, its subsidiaries or any of their ERISA Affiliates that is
         intended to be qualified under Section 401 of the Code has received a
         determination letter from the Internal Revenue Service stating that it
         is so qualified, and nothing has occurred, whether by action or failure
         to act, which would cause the loss of such qualification.

         (gg) No Default in Senior Indebtedness. No event of default exists
         under any contract, indenture, mortgage, loan agreement, note, lease or
         other agreement or instrument constituting Senior Indebtedness (as
         defined in the Indenture).

         (hh) Amended Credit Agreement. The Amended Credit Agreement has been
         duly and validly authorized by the Company and Varta Geratebatterie
         GmbH ("Varta"), and when duly executed and delivered by each of the
         Company and Varta, will be the valid and legally binding obligation of
         each of the Company and Varta, enforceable in accordance with its
         terms, except as the enforcement thereof may be limited by bankruptcy,
         insolvency, reorganization, moratorium or other similar laws relating
         to or affecting the rights and remedies of creditors or by general
         equitable principles (regardless of whether enforceability is
         considered in a proceeding at law or in equity).

         (ii) Regulation S. The Company and its Affiliates, the Guarantors and
         their respective affiliates and all persons acting on their behalf
         (other than the Initial Purchasers, as to whom the Company and the
         Guarantors make no representation) have complied with and will comply
         with the offering restrictions requirements of Regulation S in
         connection with the offering of the Securities outside the United
         States and, in connection therewith, the Offering Memorandum will
         contain the disclosure required by Rule 902 under the Securities Act.
         The Securities sold in reliance on Regulation S will be represented
         upon

                                       11



         issuance by a temporary global security that may not be exchanged for
         definitive securities until the expiration of the 40-day restricted
         period referred to in Rule 903 of the Securities Act and only upon
         certification of beneficial ownership of such Securities by non-U.S.
         persons or U.S. persons who purchased such Securities in transactions
         that were exempt from the registration requirements of the Securities
         Act.

                  Any certificate signed by an officer of the Company or any
         Guarantor and delivered to the Initial Purchasers or to counsel for the
         Initial Purchasers shall be deemed to be a representation and warranty
         by each of the Company or the Guarantors to each Initial Purchaser as
         to the matters set forth therein.

SECTION 2.        Purchase, Sale and Delivery of the Securities.

         (a) The Securities. The Company agrees to issue and sell to the several
         Initial Purchasers, severally and not jointly, all of the Securities
         upon the terms herein set forth. On the basis of the representations,
         warranties and agreements herein contained, and upon the terms but
         subject to the conditions herein set forth, the Initial Purchasers
         agree, severally and not jointly, to purchase from the Company the
         aggregate principal amount of Securities set forth opposite their names
         on Schedule A, at a purchase price of 97.5% of the principal amount
         thereof payable on the Closing Date. The Company's obligation set forth
         in the first sentence of this paragraph is subject to the completion of
         the Acquisition pursuant to the Purchase Agreement by and among Rayovac
         Corporation, Remington Products Company, L.L.C., Vestar Equity
         Partners, L.P., Investors/RP, L.L.C. and RPI Corp., dated as of August
         21, 2003.

         (b) The Closing Date. Delivery of certificates for the Securities in
         definitive form to be purchased by the Initial Purchasers and payment
         therefor shall be made at the offices of Shearman & Sterling LLP, 599
         Lexington Avenue, New York, New York, 10022-6069 (or such other place
         as may be agreed to by the Company and the Initial Purchasers) at 9:00
         a.m. New York City time, on September 30, 2003 or such other time and
         date as the Initial Purchasers shall designate by notice to the Company
         (the time and date of such closing are called the "Closing Date"). The
         Company hereby acknowledges that circumstances under which the Initial
         Purchasers may provide notice to postpone the Closing Date as
         originally scheduled include, but are in no way limited to, any
         determination by the Company or the Initial Purchasers to recirculate
         to investors copies of an amended or supplemented Offering Memorandum
         or a delay as contemplated by the provisions of Section 16 hereof.

         (c) Delivery of the Securities. The Company shall deliver, or cause to
         be delivered, to Banc of America Securities LLC for the accounts of the
         several Initial Purchasers certificates for the Securities at the
         Closing Date against the irrevocable release of a wire transfer of
         immediately available funds for the amount of the purchase price
         therefor. The certificates for the Securities shall be in such
         denominations and registered in the name of Cede & Co., as nominee of
         the Depository, pursuant to the DTC Agreement, and shall be made
         available for inspection on the business day preceding the Closing Date
         at a location in New York City, as the Initial Purchasers may
         designate. Time shall be of the essence, and delivery at the time and
         place specified in this Agreement is a further condition to the
         obligations of the Initial Purchasers.

         (d) Delivery of Offering Memorandum to the Initial Purchasers. Not
         later than 12:00 p.m. on the second business day following the date of
         this Agreement, the Company shall deliver or cause to be delivered
         copies of the Offering Memorandum in such quantities and at such places
         as the Initial Purchasers shall reasonably request.

                                       12



         (e) Initial Purchasers as Qualified Institutional Buyers. Each Initial
         Purchaser severally and not jointly represents and warrants to, and
         agrees with, the Company that it is a "qualified institutional buyer"
         within the meaning of Rule 144A (a "Qualified Institutional Buyer") and
         an "accredited investor" within the meaning of Rule 501 under the
         Securities Act (an "Accredited Investor").

SECTION 3.        Additional Covenants. Each of the Company and the Guarantors,
jointly and severally, further covenants and agrees with each Initial Purchaser
as follows:

         (a) Initial Purchasers' Review of Proposed Amendments and Supplements.
         Prior to amending or supplementing the Offering Memorandum (including
         any amendment or supplement through incorporation by reference of any
         report filed under the Exchange Act), the Company shall furnish to the
         Initial Purchasers for review a copy of each such proposed amendment or
         supplement, and the Company shall not use any such proposed amendment
         or supplement to which the Initial Purchasers reasonably object.

         (b) Amendments and Supplements to the Offering Memorandum and Other
         Securities Act Matters. If, prior to the completion of the placement of
         the Securities by the Initial Purchasers with the Subsequent
         Purchasers, any event shall occur or condition exist as a result of
         which it is necessary to amend or supplement the Offering Memorandum in
         order to make the statements therein, in the light of the circumstances
         when the Offering Memorandum is delivered to a purchaser, not
         misleading, or if in the opinion of the Initial Purchasers or counsel
         for the Initial Purchasers it is otherwise necessary to amend or
         supplement the Offering Memorandum to comply with law, the Company
         agrees to promptly prepare (subject to Section 3 hereof), and furnish
         at its own expense to the Initial Purchasers, amendments or supplements
         to the Offering Memorandum so that the statements in the Offering
         Memorandum as so amended or supplemented will not, in the light of the
         circumstances when the Offering Memorandum is delivered to a purchaser,
         be misleading or so that the Offering Memorandum, as amended or
         supplemented, will comply with law.

                  Following the consummation of the Exchange Offer or the
         effectiveness of an applicable shelf registration statement and for so
         long as the Securities are outstanding if, in the reasonable judgment
         of the Initial Purchasers, the Initial Purchasers or any of their
         affiliates (as such term is defined in the rules and regulations under
         the Securities Act) are required to deliver a prospectus in connection
         with sales of, or market-making activities with respect to, such
         securities, to periodically amend the applicable registration statement
         so that the information contained therein complies with the
         requirements of Section 10 of the Securities Act, to amend the
         applicable registration statement or supplement the related prospectus
         or the documents incorporated therein when necessary to reflect any
         material changes in the information provided therein so that the
         registration statement and the prospectus will not contain any untrue
         statement of a material fact or omit to state any material fact
         necessary in order to make the statements therein, in the light of the
         circumstances existing as of the date the prospectus is so delivered,
         not misleading and to provide the Initial Purchasers with copies of
         each amendment or supplement filed and such other documents as the
         Initial Purchasers may reasonably request.

                  Each of the Company and the Guarantors hereby expressly
         acknowledges that the indemnification and contribution provisions of
         Sections 8 and 9 hereof are specifically applicable and relate to each
         offering memorandum, registration statement, prospectus, amendment or
         supplement referred to in this Section 3.

                                       13



         (c) Copies of the Offering Memorandum. The Company agrees to furnish
         the Initial Purchasers, without charge, as many copies of the Offering
         Memorandum and any amendments and supplements thereto as they shall
         have reasonably requested.

         (d) Blue Sky Compliance. Each of the Company and the Guarantors shall
         cooperate with the Initial Purchasers and counsel for the Initial
         Purchasers to qualify or register the Securities for sale under (or
         obtain exemptions from the application of) the Blue Sky or state
         securities laws of those jurisdictions designated by the Initial
         Purchasers, shall comply with such laws and shall continue such
         qualifications, registrations and exemptions in effect so long as
         required for the distribution of the Securities. The Company and the
         Guarantors shall not be required to qualify as a foreign corporation or
         to take any action that would subject it to general service of process
         in any such jurisdiction where it is not presently qualified or where
         it would be subject to taxation as a foreign corporation. The Company
         will advise the Initial Purchasers promptly of the suspension of the
         qualification or registration of (or any such exemption relating to)
         the Securities for offering, sale or trading in any jurisdiction or any
         initiation or threat of any proceeding for any such purpose, and in the
         event of the issuance of any order suspending such qualification,
         registration or exemption, the Company shall use its commercially
         reasonable efforts to obtain the withdrawal thereof at the earliest
         possible moment.

         (e) Use of Proceeds. The Company shall apply the net proceeds from the
         sale of the Securities sold by it in the manner described under the
         caption "Use of Proceeds" in the Offering Memorandum.

         (f) The Depositary. The Company will cooperate with the Initial
         Purchasers and use its commercially reasonable efforts to permit the
         Securities to be eligible for clearance and settlement through the
         facilities of the Depositary.

         (g) Additional Issuer Information. Prior to the completion of the
         placement of the Securities by the Initial Purchasers with the
         Subsequent Purchasers, the Company shall file, on a timely basis, with
         the Commission and the New York Stock Exchange all reports and
         documents required to be filed under Section 13 or 15 of the Exchange
         Act. Additionally, at any time when the Company is not subject to
         Section 13 or 15 of the Exchange Act, for the benefit of holders and
         beneficial owners from time to time of Securities, the Company shall
         furnish, at its expense, upon request, to holders and beneficial owners
         of Securities and prospective purchasers of Securities information
         ("Additional Issuer Information") satisfying the requirements of
         subsection (d) of Rule 144A.

         (h) Agreement Not to Offer or Sell Additional Securities. During the
         period of 90 days following the date of the Offering Memorandum, the
         Company will not, without the prior written consent of Banc of America
         Securities LLC (which consent may be withheld at the sole discretion of
         Banc of America Securities LLC), directly or indirectly, sell, offer,
         contract or grant any option to sell, pledge, transfer or establish an
         open "put equivalent position" within the meaning of Rule 16a 1 under
         the Exchange Act, or otherwise dispose of or transfer, or announce the
         offering of, or file any registration statement under the Securities
         Act in respect of, any debt securities of the Company or securities
         exchangeable for or convertible into debt securities of the Company
         (other than as contemplated by this Agreement and to register the
         Exchange Securities).

         (i) Future Reports to the Initial Purchasers. For so long as any
         Securities or Exchange Securities remain outstanding, the Company will
         furnish to Banc of America Securities

                                       14



         LLC: (i) as soon as practicable after the end of each fiscal year,
         copies of the Annual Report of the Company containing the balance sheet
         of the Company as of the close of such fiscal year and statements of
         income, stockholders' equity and cash flows for the year then ended and
         the opinion thereon of the Company's independent public or certified
         public accountants; (ii) as soon as practicable after the filing
         thereof, copies of each proxy statement, Annual Report on Form 10-K,
         Quarterly Report on Form 10-Q, Current Report on Form 8-K or other
         report filed by the Company with the Commission, the National
         Association of Securities Dealers, Inc. ("NASD") or any securities
         exchange; and (iii) as soon as available, copies of any report or
         communication of the Company mailed generally to holders of its capital
         stock or debt securities (including the holders of the Securities).

         (j) No Integration. The Company agrees that it will not and will cause
         its Affiliates not to make any offer or sale of securities of the
         Company of any class if, as a result of the doctrine of "integration"
         referred to in Rule 502 under the Securities Act, such offer or sale
         would render invalid (for the purpose of (i) the sale of the Securities
         by the Company to the Initial Purchasers, (ii) the resale of the
         Securities by the Initial Purchasers to Subsequent Purchasers or (iii)
         the resale of the Securities by such Subsequent Purchasers to others)
         the exemption from the registration requirements of the Securities Act
         provided by Section 4 thereof or by Rule 144A or by Regulation S
         thereunder or otherwise.

         (k) Legended Securities. Each certificate for a Note will bear the
         legend contained in "Transfer Restrictions" in the Offering Memorandum
         for the time period and upon the other terms stated in the Offering
         Memorandum.

         (l) PORTAL. The Company will use its commercially reasonable efforts to
         cause the Notes to be eligible for the National Association of
         Securities Dealers, Inc. PORTALTM market (the "PORTAL market").

                  Banc of America Securities LLC, on behalf of the several
Initial Purchasers, may, in its sole discretion, waive in writing the
performance by the Company or any Guarantor of any one or more of the foregoing
covenants or extend the time for their performance.

SECTION 4.        Payment of Expenses. Each of the Company and the Guarantors,
jointly and severally, agrees to pay all costs, fees and expenses incurred in
connection with the performance of its obligations hereunder and in connection
with the transactions contemplated hereby, including without limitation, (i) all
expenses incident to the issuance and delivery of the Securities (including all
printing and engraving costs), (ii) all necessary issue, transfer and other
stamp taxes in connection with the issuance and sale of the Securities to the
Initial Purchasers, (iii) all fees and expenses of the Company's and the
Guarantors' counsel, independent public or certified public accountants and
other advisors, (iv) all costs and expenses incurred in connection with the
preparation, printing, filing, shipping and distribution of each Preliminary
Offering Memorandum and the Offering Memorandum (including financial statements
and exhibits), and all amendments and supplements thereto, this Agreement, the
Registration Rights Agreement, the Indenture, the DTC Agreement, and the Notes
and the Guarantees, (v) all filing fees, attorneys' fees and expenses incurred
by the Company, the Guarantors or the Initial Purchasers in connection with
qualifying or registering (or obtaining exemptions from the qualification or
registration of) all or any part of the Securities for offer and sale under the
Blue Sky laws and, if requested by the Initial Purchasers, preparing and
printing a "Blue Sky Survey" or memorandum, and any supplements thereto,
advising the Initial Purchasers of such qualifications, registrations and
exemptions, (vi) the fees and expenses of the Trustee, including the fees and
disbursements of counsel for the Trustee in connection with the Indenture, the

                                       15



Securities and the Exchange Securities, (vii) any fees payable in connection
with the rating of the Securities or the Exchange Securities with the ratings
agencies and the listing of the Securities with the PORTAL market, (viii) any
filing fees incident to, and any reasonable fees and disbursements of counsel to
the Initial Purchasers in connection with the review by the NASD, if any, of the
terms of the sale of the Securities or the Exchange Securities, (ix) all fees
and expenses (including reasonable fees and expenses of counsel) of the Company
and the Guarantors in connection with approval of the Securities by DTC for
"book-entry" transfer, and (x) the performance by the Company and the Guarantors
of their respective other obligations under this Agreement. Except as provided
in this Section 4, Section 6, Section 8 and Section 9 hereof, the Initial
Purchasers shall pay their own expenses, including the fees and disbursements of
their counsel.

SECTION 5.        Conditions of the Obligations of the Initial Purchasers. The
obligations of the several Initial Purchasers to purchase and pay for the
Securities as provided herein on the Closing Date shall be subject to the
accuracy of the representations and warranties on the part of each of the
Company and the Guarantors set forth in Section 1 hereof as of the date hereof
and as of the Closing Date as though then made and to the timely performance by
each of the Company and the Guarantors of its covenants and other obligations
hereunder, and to each of the following additional conditions:

         (a) Accountants' Comfort Letter. On the date hereof, the Initial
         Purchasers shall have received from (i) KPMG LLP, independent public or
         certified public accountants for the Company and (ii) Deloitte & Touche
         LLP, independent public or certified public accountants for Remington,
         a letter dated the date hereof addressed to the Initial Purchasers, in
         form and substance satisfactory to the Initial Purchasers, containing
         statements and information of the type ordinarily included in
         accountant's "comfort letters" to Initial Purchasers, delivered
         according to Statement of Auditing Standards Nos. 72, 76 and 100 (or
         any successor bulletins), with respect to the audited and unaudited
         financial statements and certain financial information contained in the
         Offering Memorandum.

         (b) No Material Adverse Change or Ratings Agency Change. For the period
         from and after the date of this Agreement and prior to the Closing
         Date:

                  (i)      in the judgment of the Initial Purchasers there shall
         not have occurred any Material Adverse Change; and

                  (ii)     there shall not have occurred any downgrading, nor
         shall any notice have been given of any intended or potential
         downgrading or of any review for a possible change that does not
         indicate the direction of the possible change, in the rating accorded
         any securities of the Company or any of its subsidiaries by any
         "nationally recognized statistical rating organization" as such term is
         defined for purposes of Rule 436 under the Securities Act.

         (c) Opinion of Counsel for the Company and the Guarantors. On the
         Closing Date the Initial Purchasers shall have received the opinion of
         Skadden, Arps, Slate, Meagher & Flom LLP or James T. Lucke, counsel for
         the Company and the Guarantors, dated as of the Closing Date, the forms
         of which are attached as Exhibits A-1, A-2 and A-3.

         (d) Opinion of Counsel for the Initial Purchasers. On the Closing Date
         the Initial Purchasers shall have received the favorable opinion of
         Shearman & Sterling LLP, counsel for the Initial Purchasers, dated as
         of such Closing Date, with respect to such matters as may be reasonably
         requested by the Initial Purchasers.

                                       16



         (e) Officers' Certificate. On the Closing Date the Initial Purchasers
         shall have received a written certificate executed by the Chairman of
         the Board, Chief Executive Officer or President and the Chief Financial
         Officer or Chief Accounting Officer of each of the Company and the
         Guarantors, dated as of the Closing Date, to the effect set forth in
         subsection (b)(ii) of this Section 5, and further to the effect that:

                  (i)      for the period from and after the date of this
         Agreement and prior to the Closing Date there has not occurred any
         Material Adverse Change;

                  (ii)     the representations, warranties and covenants of the
         Company and the Guarantors set forth in Section 1 of this Agreement are
         true and correct with the same force and effect as though expressly
         made on and as of the Closing Date; and

                  (iii)    the Company and the Guarantors have each complied
         with all the agreements and satisfied all the conditions on its part to
         be performed or satisfied at or prior to the Closing Date.

         (f) Bring-down Comfort Letter. On the Closing Date, the Initial
         Purchasers shall have received from each of KPMG LLP, KPMG Deutsche
         Treuhand--Gesellschaft and Deloitte & Touche LLP, a letter dated such
         date, in form and substance satisfactory to the Initial Purchasers, to
         the effect that they reaffirm the statements made in the letter
         furnished by them pursuant to subsection (a) of this Section 5, except
         that the specified date referred to therein for the carrying out of
         procedures shall be no more than three business days prior to the
         Closing Date.

         (g) PORTAL Listing. At the Closing Date, the Notes shall have been
         designated for trading on the PORTAL market.

         (h) Registration Rights Agreement. The Company and each of the
         Guarantors shall have entered into the Registration Rights Agreement
         and the Initial Purchasers shall have received executed counterparts
         thereof.

         (i) Concurrent Transactions. The Concurrent Transactions shall have
         been consummated on terms and conditions acceptable to the Initial
         Purchasers.

         (j) Notice of Redemption. At the Closing Date, Remington and Remington
         Capital Corp. shall have mailed or caused to be mailed, by first class
         mail, their irrevocable notice of redemption to (i) each Holder of
         Series B Notes in accordance with the provisions of Article III of the
         Indenture dated May 26, 1996, among Remington, Remington Capital Corp.
         and The Bank of New York, as Trustee, and shall state that the
         redemption date for the Series B Notes, which redemption date shall be
         30 days from the date such notice is mailed; and (ii) each Holder of
         Series D Notes and in accordance with the provisions of Article III of
         the Indenture dated April 18, 2001, among Remington, Remington Capital
         Corp. and The Bank of New York, as Trustee, and shall state that the
         redemption date for the Series D Notes, which redemption date shall be
         30 days from the date such notice is mailed.

         (k) Notice of Termination. At the Closing Date, Remington shall have
         delivered to the lenders under its Credit and Guarantee Agreement dated
         as of August 21, 2001, as amended (the "Remington Credit Agreement"),
         among Remington Products Company, L.L.C., Remington Consumer Products
         Limited, Remington Products Gmbh, Remington Consumer Products (Ireland)
         Limited, Remington Products (Canada) Inc., Fleet

                                       17



         Securities, Inc., Congress Financial Corporation (New England) and
         Fleet Capital Corporation, its irrevocable notice of termination of the
         Remington Credit Agreement.

         (l) Additional Documents. On or before the Closing Date, the Initial
         Purchasers and counsel for the Initial Purchasers shall have received
         such information, documents and opinions as they may reasonably require
         for the purposes of enabling them to pass upon the issuance and sale of
         the Securities as contemplated herein, or in order to evidence the
         accuracy of any of the representations and warranties, or the
         satisfaction of any of the conditions or agreements, herein contained.

                  If any condition specified in this Section 5 is not satisfied
when and as required to be satisfied, this Agreement may be terminated by the
Initial Purchasers by notice to the Company at any time on or prior to the
Closing Date, which termination shall be without liability on the part of any
party to any other party, except that Section 4, Section 6, Section 8 and
Section 9 shall at all times be effective and shall survive such termination.

SECTION 6.        Reimbursement of Initial Purchasers' Expenses. If this
Agreement is terminated by the Initial Purchasers pursuant to Section 5 hereof,
or if the sale to the Initial Purchasers of the Securities on the Closing Date
is not consummated because of any refusal, inability or failure on the part of
the Company or any Guarantor to perform any agreement herein or to comply with
any provision hereof, each of the Company and the Guarantors, jointly and
severally, agrees to reimburse the Initial Purchasers (or such Initial
Purchasers as have terminated this Agreement with respect to themselves),
severally, upon demand for all out-of-pocket expenses that shall have been
reasonably incurred by the Initial Purchasers in connection with the proposed
purchase and the offering and sale of the Securities, including but not limited
to reasonable fees and disbursements of counsel, printing expenses, travel
expenses, postage, facsimile and telephone charges.

SECTION 7.        Offer, Sale and Resale Procedures. Each of the Initial
Purchasers, on the one hand, and the Company and each of the Guarantors, on the
other hand, hereby establish and agree to observe the following procedures in
connection with the offer and sale of the Securities:

                           (A) Offers and sales of the Securities will be made
only by the Initial Purchasers or Affiliates thereof qualified to do so in the
jurisdictions in which such offers or sales are made. Each such offer or sale
shall only be made to (i) persons whom the offeror or seller reasonably believes
to be qualified institutional buyers (as defined in Rule 144A under the
Securities Act), or (ii) non-U.S. persons outside the United States to whom the
offeror or seller reasonably believes offers and sales of the Securities may be
made in reliance upon Regulation S under the Securities Act, upon the terms and
conditions set forth in Annex I hereto, which Annex I is hereby expressly made a
part hereof.

                           (B) The Securities will be offered by approaching
prospective Subsequent Purchasers on an individual basis. No general
solicitation or general advertising (within the meaning of Rule 502 under the
Securities Act) will be used in the United States in connection with the
offering of the Securities.

                           (C) Upon original issuance by the Company, and until
such time as the same is no longer required under the applicable requirements of
the Securities Act, the Securities (and all securities issued in exchange
therefor or in substitution thereof, other than the Exchange Securities) shall
bear the following legend:

                  "THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN
                  REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF

                                       18



                  1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
                  SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED
                  HEREON NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE
                  OFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR
                  OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR
                  UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE
                  REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF
                  THIS NOTE AND THE GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE
                  HEREOF AGREES TO OFFER, SELL OR OTHERWISE TRANSFER SUCH
                  SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER
                  OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH
                  THE COMPANY OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF
                  THIS NOTE AND THE GUARANTEES ENDORSED HEREON (OR ANY
                  PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON)
                  (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE
                  COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN
                  EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, (C)
                  FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO
                  RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") , TO A PERSON
                  IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
                  DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
                  THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
                  IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
                  144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
                  THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
                  REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO
                  ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
                  OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE
                  TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i)
                  PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40 DAY
                  DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF
                  REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE
                  (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO
                  REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
                  AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND
                  (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A
                  CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS
                  COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRUSTEE."

                  Following the sale of the Securities by the Initial Purchasers
                  to Subsequent Purchasers pursuant to the terms hereof, the
                  Initial Purchasers shall not be liable or responsible to the
                  Company for any losses, damages or liabilities suffered or
                  incurred by the Company, including any losses, damages or
                  liabilities under the Securities Act, arising from or relating
                  to any resale or transfer of any Security.

SECTION 8.        Indemnification.

         (a) Indemnification of the Initial Purchasers. Each of the Company and
         the Guarantors, jointly and severally, agrees to indemnify and hold
         harmless each Initial Purchaser, its directors, officers and employees,
         and each person, if any, who controls any Initial

                                       19



         Purchaser within the meaning of the Securities Act and the Exchange Act
         against any loss, claim, damage, liability or expense, as incurred, to
         which such Initial Purchaser or such controlling person may become
         subject, under the Securities Act, the Exchange Act or other federal or
         state statutory law or regulation, or at common law or otherwise
         (including in settlement of any litigation, if such settlement is
         effected with the written consent of the Company), insofar as such
         loss, claim, damage, liability or expense (or actions in respect
         thereof as contemplated below) arises out of or is based upon any
         untrue statement or alleged untrue statement of a material fact
         contained in the Preliminary Offering Memorandum or the Offering
         Memorandum (or any amendment or supplement thereto), or the omission or
         alleged omission therefrom of a material fact necessary in order to
         make the statements therein, in the light of the circumstances under
         which they were made, not misleading; and to reimburse each Initial
         Purchaser and each such controlling person for any and all expenses
         (including the fees and disbursements of counsel chosen by Banc of
         America Securities LLC) to which such Initial Purchaser or controlling
         person is entitled under this Section 8 and subject to the limitations
         set forth in this Section 8, as such expenses are reasonably incurred
         by such Initial Purchaser or such controlling person in connection with
         investigating, defending, settling, compromising or paying any such
         loss, claim, damage, liability, expense or action; provided, however,
         that the foregoing indemnity agreement shall not apply to any loss,
         claim, damage, liability or expense to the extent, but only to the
         extent, arising out of or based upon any untrue statement or alleged
         untrue statement or omission or alleged omission made in reliance upon
         and in conformity with written information furnished to the Company by
         the Initial Purchasers expressly for use in any Preliminary Offering
         Memorandum or the Offering Memorandum (or any amendment or supplement
         thereto). The indemnity agreement set forth in this Section 8 shall be
         in addition to any liabilities that the Company and the Guarantors may
         otherwise have.

         (b) Indemnification of the Company, the Guarantors, their Directors and
         Officers. Each Initial Purchaser agrees, severally and not jointly, to
         indemnify and hold harmless the Company, the Guarantors and each of
         their directors, officers and each person, if any, who controls the
         Company within the meaning of the Securities Act or the Exchange Act,
         against any loss, claim, damage, liability or expense, as incurred, to
         which the Company, the Guarantors or any such director, officer or
         controlling person may become subject, under the Securities Act, the
         Exchange Act, or other federal or state statutory law or regulation, or
         at common law or otherwise (including in settlement of any litigation,
         if such settlement is effected with the written consent of such Initial
         Purchaser), insofar as such loss, claim, damage, liability or expense
         (or actions in respect thereof as contemplated below) arises out of or
         is based upon any untrue or alleged untrue statement of a material fact
         contained in any Preliminary Offering Memorandum or the Offering
         Memorandum (or any amendment or supplement thereto), or arises out of
         or is based upon the omission or alleged omission to state therein a
         material fact required to be stated therein or necessary to make the
         statements therein, in light of the circumstances under which they were
         made, not misleading, in each case to the extent, but only to the
         extent, that such untrue statement or alleged untrue statement or
         omission or alleged omission was made in any Preliminary Offering
         Memorandum or the Offering Memorandum (or any amendment or supplement
         thereto), in reliance upon and in conformity with written information
         furnished to the Company and the Guarantors by the Initial Purchasers
         expressly for use therein; and to reimburse the Company, the Guarantors
         or any such director, officer or controlling person for any legal and
         other expenses to which the Company, a Guarantor or such controlling
         person is entitled under this Section 8 and subject to the limitations
         set forth in this Section 8, reasonably incurred by the Company, the
         Guarantors or any such director, officer or controlling person in

                                       20



         connection with investigating, defending, settling, compromising or
         paying any such loss, claim, damage, liability, expense or action. The
         Company and the Guarantors hereby acknowledges that the only
         information that the Initial Purchasers have furnished to the Company
         and the Guarantors expressly for use in any Preliminary Offering
         Memorandum or the Offering Memorandum (or any amendment or supplement
         thereto) are the statements set forth as in the sixth and ninth
         paragraphs under the caption "Plan of Distribution" in the Offering
         Memorandum; and the Initial Purchasers confirm that such statements are
         correct. The indemnity agreement set forth in this Section 8 shall be
         in addition to any liabilities that each Initial Purchaser may
         otherwise have.

         (c) Notifications and Other Indemnification Procedures. Promptly after
         receipt by an indemnified party under this Section 8 of notice of the
         commencement of any action, such indemnified party will, if a claim in
         respect thereof is to be made against an indemnifying party under this
         Section 8, notify the indemnifying party in writing of the commencement
         thereof, but the omission so to notify the indemnifying party will not
         relieve it from any liability which it may have to any indemnified
         party for contribution or otherwise than under the indemnity agreement
         contained in this Section 8 or to the extent it is not prejudiced as a
         proximate result of such failure. In case any such action is brought
         against any indemnified party and such indemnified party seeks or
         intends to seek indemnity from an indemnifying party, the indemnifying
         party will be entitled to participate in and, to the extent that it
         shall elect, jointly with all other indemnifying parties similarly
         notified, by written notice delivered to the indemnified party promptly
         after receiving the aforesaid notice from such indemnified party, to
         assume the defense thereof with counsel reasonably satisfactory to such
         indemnified party; provided, however, if the defendants in any such
         action include both the indemnified party and the indemnifying party
         and the indemnified party shall have reasonably concluded that a
         conflict may arise between the positions of the indemnifying party and
         the indemnified party in conducting the defense of any such action or
         that there may be legal defenses available to it and/or other
         indemnified parties which are different from or additional to those
         available to the indemnifying party, the indemnified party or parties
         shall have the right to select separate counsel to assume such legal
         defenses and to otherwise participate in the defense of such action on
         behalf of such indemnified party or parties. Upon receipt of notice
         from the indemnifying party to such indemnified party of such
         indemnifying party's election so to assume the defense of such action
         and approval by the indemnified party of counsel, the indemnifying
         party will not be liable to such indemnified party under this Section 8
         for any legal or other expenses subsequently incurred by such
         indemnified party in connection with the defense thereof unless (i) the
         indemnified party shall have employed separate counsel in accordance
         with the proviso to the next preceding sentence (it being understood,
         however, that the indemnifying party shall not be liable for the
         expenses of more than one separate counsel (together with local
         counsel), approved by the indemnifying party (Banc of America
         Securities LLC in the case of Section 8 and Section 9 hereof),
         representing the indemnified parties who are parties to such action) or
         (ii) the indemnifying party shall not have employed counsel reasonably
         satisfactory to the indemnified party to represent the indemnified
         party within a reasonable time after notice of commencement of the
         action, in each of which cases the fees and expenses of counsel shall
         be at the expense of the indemnifying party.

         (d) Settlements. The indemnifying party under this Section 8 shall not
         be liable for any settlement of any proceeding effected without its
         written consent, but if settled with such consent or if there be a
         final judgment for the plaintiff, the indemnifying party agrees to
         indemnify the indemnified party against any loss, claim, damage,
         liability or expense by reason of such settlement or judgment.
         Notwithstanding the foregoing sentence, if at any

                                       21



         time an indemnified party shall have requested an indemnifying party to
         reimburse the indemnified party for fees and expenses of counsel as
         contemplated by Section 8 hereof, the indemnifying party agrees that it
         shall be liable for any settlement of any proceeding effected without
         its written consent if (i) such settlement is entered into more than 45
         days after receipt by such indemnifying party of the aforesaid request
         and (ii) such indemnifying party shall not have reimbursed the
         indemnified party in accordance with such request prior to the date of
         such settlement. No indemnifying party shall, without the prior written
         consent of the indemnified party, effect any settlement, compromise or
         consent to the entry of judgment in any pending or threatened action,
         suit or proceeding in respect of which any indemnified party is or
         could have been a party and indemnity was or could have been sought
         hereunder by such indemnified party, unless such settlement, compromise
         or consent (i) includes an unconditional release of such indemnified
         party from all liability on claims that are the subject matter of such
         action, suit or proceeding and (ii) does not include a statement as to,
         or an admission of, fault, culpability or a failure to act, by or on
         behalf of the indemnified party.

SECTION 9.        Contribution. If the indemnification provided for in Section 8
hereof is for any reason held to be unavailable to or otherwise insufficient to
hold harmless an indemnified party in respect of any losses, claims, damages,
liabilities or expenses referred to therein, then (i) each indemnifying party
shall contribute to the aggregate amount paid or payable by such indemnified
party, as incurred, as a result of any losses, claims, damages, liabilities or
expenses referred to therein in such proportion as is appropriate to reflect the
relative benefits received by the Company and the Guarantors, on the one hand,
and the Initial Purchasers, on the other hand, from the offering of the
Securities pursuant to this Agreement; or (ii) if the allocation provided by
clause (i) above is not permitted by applicable law, in such proportion as is
appropriate to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Company and the Guarantors, on the one
hand, and the Initial Purchasers, on the other hand, in connection with the
statements or omissions or inaccuracies in the representations and warranties
herein which resulted in such losses, claims, damages, liabilities or expenses,
as well as any other relevant equitable considerations. The relative benefits
received by the Company and the Guarantors, on the one hand, and the Initial
Purchasers, on the other hand, in connection with the offering of the Securities
pursuant to this Agreement shall be deemed to be in the same respective
proportions as the total net proceeds from the offering of the Securities
pursuant to this Agreement (before deducting expenses) received by the Company
and the Guarantors, and the total discount received by the Initial Purchasers
bear to the aggregate initial offering price of the Securities. The relative
fault of the Company and the Guarantors, on the one hand, and the Initial
Purchasers, on the other hand, shall be determined by reference to, among other
things, whether any such untrue or alleged untrue statement of a material fact
or omission or alleged omission to state a material fact or any such inaccurate
or alleged inaccurate representation or warranty relates to information supplied
by the Company and the Guarantors, on the one hand, or the Initial Purchasers,
on the other hand, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.

                  The amount paid or payable by a party as a result of the
losses, claims, damages, liabilities and expenses referred to above shall be
deemed to include, subject to the limitations set forth in Section 8 hereof, any
legal or other fees or expenses reasonably incurred by such party in connection
with investigating or defending any action or claim. The provisions set forth in
Section 8 hereof with respect to notice of commencement of any action shall
apply if a claim for contribution is to be made under this Section 9; provided,
however, that no additional notice shall be required with respect to any action
for which notice has been given under Section 8 hereof for purposes of
indemnification.

                                       22



                  The Company, the Guarantors and the Initial Purchasers agree
that it would not be just and equitable if contribution pursuant to this Section
9 were determined by pro rata allocation (even if the Initial Purchasers were
treated as one entity for such purpose) or by any other method of allocation
which does not take account of the equitable considerations referred to in this
Section 9.

                  Notwithstanding the provisions of this Section 9, no Initial
Purchaser shall be required to contribute any amount in excess of the discount
received by such Initial Purchaser in connection with the Securities distributed
by it. No person guilty of fraudulent misrepresentation (within the meaning of
Section 11 of the Securities Act) shall be entitled to contribution from any
person who was not guilty of such fraudulent misrepresentation. The Initial
Purchasers' obligations to contribute pursuant to this Section 9 are several,
and not joint, in proportion to their respective commitments as set forth
opposite their names in Schedule A. For purposes of this Section 9, each
director, officer and employee of an Initial Purchaser and each person, if any,
who controls an Initial Purchaser within the meaning of the Securities Act and
the Exchange Act shall have the same rights to contribution as such Initial
Purchaser, and each director of the Company and each person, if any, who
controls the Company within the meaning of the Securities Act and the Exchange
Act shall have the same rights to contribution as the Company.

SECTION 10.       Termination of this Agreement. Prior to the Closing Date, this
Agreement may be terminated by the Initial Purchasers by notice given to the
Company if at any time: (i) trading or quotation in any of the Company's
securities shall have been suspended or limited by the commission or by the New
York Stock Exchange, or trading in securities generally on either the Nasdaq
Stock Market or the New York Stock Exchange shall have been suspended or
limited, or minimum or maximum prices shall have been generally established on
any of such stock exchanges by the Commission or the NASD; (ii) a general
banking moratorium shall have been declared by any federal or New York
authorities; (iii) there shall have occurred any outbreak or escalation of
national or international hostilities or any crisis or calamity, or any change
in the United States or international financial markets, or any substantial
change or development involving a prospective substantial change in United
States' or international political, financial or economic conditions, as in the
judgment of the Initial Purchasers is material and adverse and makes it
impracticable to market the Securities in the manner and on the terms described
in the Offering Memorandum or to enforce contracts for the sale of securities;
(iv) in the judgment of the Initial Purchasers there shall have occurred any
Material Adverse Change; or (v) the Company shall have sustained a material loss
by strike, fire, flood, earthquake, accident or other calamity of such character
as in the judgment of the Initial Purchasers may interfere materially with the
conduct of the business and operations of the Company regardless of whether or
not such loss shall have been insured. Any termination pursuant to this Section
10 shall be without liability on the part of (i) the Company or the Guarantors
to any Initial Purchaser, except that the Company and the Guarantors shall be
obligated to reimburse the expenses of the Initial Purchasers pursuant to
Sections 4 and 6 hereof, (ii) any Initial Purchaser to the Company or any
Guarantor, or (iii) any party hereto to any other party except that the
provisions of Section 8 and Section 9 hereof shall at all times be effective and
shall survive such termination.

SECTION 11.       Representations and Indemnities to Survive Delivery. The
respective indemnities, agreements, representations, warranties and other
statements of the Company and the Guarantors, of their respective officers and
of the several Initial Purchasers set forth in or made pursuant to this
Agreement will remain in full force and effect, regardless of any investigation
made by or on behalf of any Initial Purchaser or the Company, the Guarantors or
any of its or their partners, officers or directors or any controlling person,
as the case may be, and will survive delivery of and payment for the Securities
sold hereunder and any termination of this Agreement.

                                       23



SECTION 12.       Notices. All communications hereunder shall be in writing and
shall be mailed, hand delivered or telecopied and confirmed to the parties
hereto as follows:

If to the Initial Purchasers:

         Banc of America Securities LLC
         9 West 57th Street, 6th Floor
         New York, NY 10019

         Facsimile: (212) 847-6441
         Attention: High Yield Capital Markets

with a copy to:

         Shearman & Sterling LLP
         599 Lexington Avenue
         New York, New York
         10022-6069

         Facsimile: (212) 848-7179
         Attention: Rohan Weerasinghe

If to the Company or the Guarantors:

         Rayovac Corporation
         601 Rayovac Drive
         Madison, Wisconsin 53711

         Facsimile: (608) 278-6666
         Attention: General Counsel

with a copy to:

         Skadden, Arps, Slate, Meagher & Flom LLP
         One Beacon Street
         Boston, Massachusetts 02108

         Facsimile: (617) 573-4822
         Attention: Margaret A. Brown

Any party hereto may change the address for receipt of communications by giving
written notice to the others.

SECTION 13.       Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto, including any substitute Initial Purchasers
pursuant to Section 16 hereof, and to the benefit of the employees, officers and
directors and controlling persons referred to in Section 8 and Section 9, and in
each case their respective successors, and no other person will have any right
or obligation hereunder. The term "successors" shall not include any purchaser
of the Securities as such from any of the Initial Purchasers merely by reason of
such purchase.

SECTION 14.       Partial Unenforceability. The invalidity or unenforceability
of any Section, paragraph or provision of this Agreement shall not affect the
validity or enforceability of any other Section, paragraph or provision hereof.
If any Section, paragraph or provision of this

                                       24



Agreement is for any reason determined to be invalid or unenforceable, there
shall be deemed to be made such minor changes (and only such minor changes) as
are necessary to make it valid and enforceable.

SECTION 15.       Governing Law Provisions. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.

                  Any legal suit, action or proceeding arising out of or based
upon this Agreement or the transactions contemplated hereby ("Related
Proceedings") may be instituted in the federal courts of the United States of
America located in the City and County of New York or the courts of the State of
New York in each case located in the City and County of New York (collectively,
the "Specified Courts"), and each party irrevocably submits to the non-exclusive
jurisdiction (except for proceedings instituted in regard to the enforcement of
a judgment of any such court (a "Related Judgment"), as to which such
jurisdiction is non-exclusive) of such courts in any such suit, action or
proceeding. Service of any process, summons, notice or document by mail to such
party's address set forth above shall be effective service of process for any
suit, action or other proceeding brought in any such court. The parties
irrevocably and unconditionally waive any objection to the laying of venue of
any suit, action or other proceeding in the Specified Courts and irrevocably and
unconditionally waive and agree not to plead or claim in any such court that any
such suit, action or other proceeding brought in any such court has been brought
in an inconvenient forum.

SECTION 16.       Default of One or More of the Several Initial Purchasers. If
any one or more of the several Initial Purchasers shall fail or refuse to
purchase Securities that it or they have agreed to purchase hereunder on the
Closing Date, and the aggregate number of Securities which such defaulting
Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase
does not exceed 10% of the aggregate number of the Securities to be purchased on
such date, the other Initial Purchasers shall be obligated, severally, in the
proportions that the number of Securities set forth opposite their respective
names on Schedule A bears to the aggregate number of Securities set forth
opposite the names of all such non-defaulting Initial Purchasers, or in such
other proportions as may be specified by the Initial Purchasers with the consent
of the non-defaulting Initial Purchasers, to purchase the Securities which such
defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused
to purchase on such date. If any one or more of the Initial Purchasers shall
fail or refuse to purchase Securities and the aggregate number of Securities
with respect to which such default occurs exceeds 10% of the aggregate number of
Securities to be purchased on the Closing Date, and arrangements satisfactory to
the Initial Purchasers and the Company for the purchase of such Securities are
not made within 48 hours after such default, this Agreement shall terminate
without liability of any party to any other party except that the provisions of
Section 4, Section 6, Section 8 and Section 9 shall at all times be effective
and shall survive such termination. In any such case either the Initial
Purchasers or the Company shall have the right to postpone the Closing Date, as
the case may be, but in no event for longer than seven days in order that the
required changes, if any, to the Offering Memorandum or any other documents or
arrangements may be effected.

                  As used in this Agreement, the term "Initial Purchaser" shall
be deemed to include any person substituted for a defaulting Initial Purchaser
under this Section 16. Any action taken under this Section 16 shall not relieve
any defaulting Initial Purchaser from liability in respect of any default of
such Initial Purchaser under this Agreement.

SECTION 17.       General Provisions.  This Agreement constitutes the entire
agreement of the parties to this Agreement and supersedes all prior written or
oral and all contemporaneous oral agreements, understandings and negotiations
with respect to the subject matter hereof. This

                                       25



Agreement may be executed in two or more counterparts, each one of which shall
be an original, with the same effect as if the signatures thereto and hereto
were upon the same instrument. This Agreement may not be amended or modified
unless in writing by all of the parties hereto, and no condition herein (express
or implied) may be waived unless waived in writing by each party whom the
condition is meant to benefit. The Table of Contents and the section headings
herein are for the convenience of the parties only and shall not affect the
construction or interpretation of this Agreement.

                  If the foregoing is in accordance with your understanding of
our agreement, kindly sign and return to the Company the enclosed copies hereof,
whereupon this instrument, along with all counterparts hereof, shall become a
binding agreement in accordance with its terms.

                                    Very truly yours,

                                    RAYOVAC CORPORATION

                                    By: /s/ James T. Lucke
                                       ---------------------------------
                                       Name: James T. Lucke
                                       Title: Vice President, Secretary and
                                       General Counsel

                                    ROV HOLDING, INC.

                                    By: /s/ James T. Lucke
                                       ---------------------------------
                                       Name: James T. Lucke
                                       Title: Secretary

                                    ROVCAL INC.

                                    By: /s/ James T. Lucke
                                       ---------------------------------
                                       Name: James T. Lucke
                                       Title: Secretary

                                       26



                  The foregoing Purchase Agreement is hereby confirmed and
accepted by the Initial Purchasers as of the date first above written.

BANC OF AMERICA SECURITIES LLC
CITIGROUP GLOBAL MARKETS INC.
ABN AMRO INCORPORATED

By: Banc of America Securities LLC

By: /s/ James G. Rose
    --------------------------------
    Name:  James G. Rose
    Title: Managing Director

                                       27



                                   SCHEDULE A

                               INITIAL PURCHASERS



                                                      Aggregate
                                                  Principal Amount
                                                 of Securities to be
Initial Purchasers                                    Purchased
                                              
Banc of America Securities LLC ..............       $306,250,000
Citigroup Capital Markets Inc................         35,000,000
ABN AMRO Incorporated........................          8,750,000

         Total...............................       $350,000,000
                                                    ============


                                     Sch-A-1



                                   SCHEDULE C



SUBSIDIARY                                    JURISDICTION OF INCORPORATION
- ----------                                    -----------------------------
                                           


                                     Sch-C-1



                                     ANNEX I

                  RESALE PURSUANT TO REGULATION S OR RULE 144A.

                  Each Initial Purchaser understands that:

                  Such Initial Purchaser agrees that (i) it has not offered or
sold and will not offer or sell the Securities in the United States or to, or
for the benefit or account of, a U.S. Person (other than a distributor), in each
case, as defined in Rule 902 under the Securities Act as part of its
distribution at any time and (ii) otherwise until 40 days after the later of the
commencement of the offering of the Securities pursuant hereto and the Closing
Date, other than in accordance with Regulation S of the Securities Act or
another exemption from the registration requirements of the Securities Act. Such
Initial Purchaser agrees that, during such 40-day restricted period, it will not
cause any advertisement with respect to the Securities (including any
"tombstone" advertisement) to be published in any newspaper or periodical or
posted in any public place and will not issue any circular relating to the
Securities, except such advertisements as permitted by and include the
statements required by Regulation S.

                  With respect to offers and sales outside the United States to
persons who are not U.S. persons, each of the Initial Purchasers hereby further
represents and agrees with the Company that:

         (i)      the Securities offered and sold by it pursuant hereto in
reliance on Regulation S have been and will be offered and sold only in offshore
transactions;

         (ii)     the sale of the Securities offered and sold by it pursuant
hereto in reliance on Regulation S is not part of a plan or scheme to evade the
registration provisions of the Securities Act; and

         (iii)    it understands that the Securities have not been and will not
be registered under the Securities Act and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S. persons except in
accordance with Rule 144A or Regulation S under the Securities Act or pursuant
to another exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act.

                  Terms used in this Annex I and not otherwise defined in this
Agreement have the meanings given to them by Regulation S.

                  Such Initial Purchaser agrees that, at or prior to
confirmation of a sale of Securities by it to any distributor, dealer or person
receiving a selling concession, fee or other remuneration during the 40-day
restricted period referred to in Rule 903 under the Securities Act, it will send
to such distributor, dealer or person receiving a selling concession, fee or
other remuneration a confirmation or notice to substantially the following
effect:

                  "The Securities covered hereby have not been registered under
         the U.S. Securities Act of 1933, as amended (the "Securities Act"), and
         may not be offered and sold within the United States or to, or for the
         account or benefit of, U.S. persons as part of your distribution at any
         time or (ii) otherwise until 40 days after the later of the
         commencement of the Offering and the Closing Date, except in either
         case in accordance with Regulation S under the Securities Act (or Rule
         144A or to Accredited Institutions in transactions that are exempt

                                     ANNEX-1



         from the registration requirements of the Securities Act), and in
         connection with any subsequent sale by you of the Notes covered hereby
         in reliance on Regulation S during the period referred to above to any
         distributor, dealer or person receiving a selling concession, fee or
         other remuneration, you must deliver a notice to substantially the
         foregoing effect. Terms used above have the meanings assigned to them
         in Regulation S."

                  Such Initial Purchaser agrees that the Securities offered and
         sold in reliance on Regulation S will be represented upon issuance by a
         global security that may not be exchanged for definitive securities
         until the expiration of the 40-day restricted period referred to in
         Rule 903 of the Securities Act and only upon certification of
         beneficial ownership of such Securities by non-U.S. persons or U.S.
         persons who purchased such Securities in transactions that were exempt
         from the registration requirements of the Securities Act.

                                     ANNEX-2

EX-2.2

                                                                     EXHIBIT 2.2

                                 AMENDMENT NO. 1
                            TO THE PURCHASE AGREEMENT

                  This AMENDMENT NO. 1 TO THE PURCHASE AGREEMENT (this
"Amendment") is dated as of September 29, 2003.

                  WHEREAS Remington Products Company, L.L.C., a Delaware limited
liability company (the "Company"), Vestar Equity Partners, L.P., a Delaware
limited partnership, Investors/RP, L.L.C., a Delaware limited liability company,
RPI Corp., a Delaware corporation, Vestar Shaver Corp., a Delaware corporation,
Vestar Razor Corp., a Delaware corporation, and Rayovac Corporation, a Wisconsin
corporation, are parties to that certain Purchase Agreement, dated as of August
21, 2003 (the "Purchase Agreement") pursuant to which ROV has agreed to
purchase, directly or indirectly, 100% of the outstanding membership interests
of the Company.

                  NOW, THEREFORE, in consideration of the mutual agreements
contained herein, the parties hereto agree as follows:

                  1. Amendments to the Purchase Agreement. Pursuant to Section
9.4 of the Purchase Agreement, the Purchase Agreement is hereby amended as
follows:

                  (a) the word "instrument" in Section 9.1 is hereby deleted and
replaced with the word "certificate."

                  2. Miscellaneous.

                  (a) This Amendment may be executed in one or more
counterparts, each of which shall be deemed to be an original and all of which,
when taken together, shall constitute one and the same instrument.

                  (b) This Amendment shall be governed by and construed in
accordance with the internal laws of the State of New York, without reference to
the choice of law or conflicts of law principles thereof.

                  (c) Except as amended hereby, the Purchase Agreement shall
remain in full force and effect.

                                    ********



                  IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed as of the date and year first above written.

                                              REMINGTON PRODUCTS COMPANY, L.L.C.

                                              By:   /s/ Alexander R. Castaldi
                                                    ----------------------------
                                              Name:
                                              Title:

                                              VESTAR EQUITY PARTNERS, L.P.

                                               By:   /s/ Arthur J. Nagle
                                                     ---------------------------
                                              Name:
                                              Title:

                                              RPI CORP.

                                              By:    /s/ Victor K. Kiam III
                                                     ---------------------------
                                              Name:  Victor K. Kiam III
                                              Title: President

                                              INVESTORS/RP, L.L.C.

                                              By:  /s/ Arthur J. Nagle
                                                   -----------------------------
                                              Name:
                                              Title:

                                              RAYOVAC CORPORATION

                                              By:   /s/ Randall J. Steward
                                                    ----------------------------
                                              Name:
                                              Title:



                                              VESTAR SHAVER CORP.

                                              By:    /s/ Brian P. Schwartz
                                                     ---------------------------
                                              Name:  Brian P. Schwartz
                                              Title: Treasurer

                                              VESTAR RAZOR CORP.

                                              By:    /s/ Brian P. Schwartz
                                                     ---------------------------
                                              Name:  Brian P. Schwartz
                                              Title: Treasurer

          (SIGNATURE PAGE TO AMENDMENT NO. 1 TO THE PURCHASE AGREEMENT)

EX-4.1

                                                                     EXHIBIT 4.1

                          REGISTRATION RIGHTS AGREEMENT

                                  by and among

                               RAYOVAC CORPORATION

                                       and

                   THE GUARANTORS LISTED ON SCHEDULE A HERETO

                                       and


                         BANC OF AMERICA SECURITIES LLC
                          CITIGROUP GLOBAL MARKETS INC.
                              ABN AMRO INCORPORATED

                         Dated as of September 30, 2003



                          REGISTRATION RIGHTS AGREEMENT

         This Registration Rights Agreement (this "Agreement") is made and
entered into as of September 30, 2003, by and among Rayovac Corporation, a
Wisconsin corporation (the "Company"), and the guarantors listed on Schedule A
hereto (the "Guarantors"), and Banc of America Securities LLC, Citigroup Capital
Markets Inc. and ABN AMRO Incorporated (each an "Initial Purchaser" and,
collectively, the "Initial Purchasers"), each of whom has agreed to purchase the
Company's 8 1/2% Senior Subordinated Notes due 2013 (the "Initial Notes")
pursuant to the Purchase Agreement (as defined below).

         This Agreement is made pursuant to the Purchase Agreement, dated as of
September 26, 2003 (the "Purchase Agreement"), by and among the Company, the
Guarantors and the Initial Purchasers (i) for the benefit of each Initial
Purchaser and (ii) for the benefit of the holders from time to time of the Notes
(including each Initial Purchaser). In order to induce the Initial Purchasers to
purchase the Initial Notes, the Company has agreed to provide the registration
rights set forth in this Agreement. The execution and delivery of this Agreement
is a condition to the obligations of the Initial Purchasers set forth in Section
5(h) of the Purchase Agreement.

         The parties hereby agree as follows:

         SECTION 1. Definitions. As used in this Agreement, the following
capitalized terms shall have the following meanings:

         Business Day: Any day except a Saturday, Sunday or other day that in
the City of New York, or in the city of the corporate trust office of the
Trustee, banks are authorized to close.

         Broker-Dealer: Any broker or dealer registered under the Exchange Act.

         Closing Date: The date of this Agreement.

         Commission: The Securities and Exchange Commission.

         Consummate: A registered Exchange Offer shall be deemed "Consummated"
for purposes of this Agreement upon the occurrence of (i) the filing and
effectiveness under the Securities Act of the Exchange Offer Registration
Statement relating to the Exchange Notes to be issued in the Exchange Offer,
(ii) the maintenance of such Registration Statement continuously effective and
the keeping of the Exchange Offer open for a period not less than the minimum
period required pursuant to Section 3(b) hereof, and (iii) the delivery by the
Company to the Registrar under the Indenture of Exchange Notes in the same
aggregate principal amount as the aggregate principal amount of Initial Notes
that were tendered by Holders thereof pursuant to the Exchange Offer.

         Effectiveness Target Date: As defined in Section 5 hereof.

         Exchange Act: The Securities Exchange Act of 1934, as amended.

         Exchange Notes: The 8 1/2% Senior Subordinated Notes due 2013, of the
same series under the Indenture as the Initial Notes, to be issued to Holders in
exchange for Transfer Restricted Securities pursuant to this Agreement.

         Exchange Offer: The registration by the Company under the Securities
Act of the Exchange Notes pursuant to a Registration Statement pursuant to which
the Company offers the



Holders of all outstanding Transfer Restricted Securities the opportunity to
exchange all such outstanding Transfer Restricted Securities held by such
Holders for Exchange Notes in an aggregate principal amount equal to the
aggregate principal amount of the Transfer Restricted Securities tendered in
such exchange offer by such Holders.

         Exchange Offer Registration Statement: The Registration Statement
relating to the Exchange Offer, including the related Prospectus.

         Exempt Resales: The transactions in which the Initial Purchasers
propose to sell the Initial Notes to certain "qualified institutional buyers,"
as such term is defined in Rule 144A under the Securities Act, and to certain
non-U.S. persons pursuant to Regulation S under the Securities Act.

         Holders: As defined in Section 2(b) hereof.

         Indemnified Holder: As defined in Section 8(a) hereof.

         Indenture: The Indenture, dated as of September 30, 2003, among the
Company, the Guarantors and U.S. Bank, National Association, as trustee (the
"Trustee"), pursuant to which the Notes are to be issued, as such Indenture is
amended or supplemented from time to time in accordance with the terms thereof.

         Initial Notes: As defined in the preamble hereto.

         Initial Placement: The issuance and sale by the Company of the Initial
Notes to the Initial Purchasers pursuant to the Purchase Agreement.

         Initial Purchaser: As defined in the preamble hereto.

         Interest Payment Date: As defined in the Indenture and the Notes.

         Liquidated Damages: As defined in Section 5 hereof.

         Liquidated Damages Payment Date: With respect to the Initial Notes,
each Interest Payment Date.

         NASD: National Association of Securities Dealers, Inc.

         Notes: The Initial Notes and the Exchange Notes.

         Person: An individual, partnership, corporation, trust or
unincorporated organization, or a government or agency or political subdivision
thereof.

         Prospectus: The prospectus included in a Registration Statement, as
amended or supplemented by any prospectus supplement and by all other amendments
thereto, including post-effective amendments, and all material incorporated by
reference into such Prospectus.

         Record Holder: With respect to any Damages Payment Date relating to the
Notes, each Person who is a Holder of Notes on the record date with respect to
the Interest Payment Date on which such Damages Payment Date shall occur.

         Registration Default: As defined in Section 5 hereof.

         Registration Statement: Any registration statement of the Company
relating to (a) an offering of Exchange Notes pursuant to an Exchange Offer or
(b) the registration for resale of Transfer Restricted Securities pursuant to
the Shelf Registration Statement, in each case, (i) which is filed pursuant to
the provisions of this Agreement and (ii) including the Prospectus

                                       2


included therein, all amendments and supplements thereto (including
post-effective amendments) and all exhibits and material incorporated by
reference therein.

         Securities Act: The Securities Act of 1933, as amended.

         Shelf Filing Deadline: As defined in Section 4 hereof.

         Shelf Registration Statement: As defined in Section 4 hereof.

         Transfer Restricted Securities: Each Initial Note, until the earliest
to occur of (a) the date on which such Initial Note is exchanged in the Exchange
Offer and entitled to be resold to the public by the Holder thereof without
complying with the prospectus delivery requirements of the Securities Act, (b)
following the exchange by a broker-dealer in the Exchange Offer of a Note for an
Exchange Note, the date on which such Exchange Note is sold to a purchaser who
receives from such broker-dealer on or prior to the date of such sale a copy of
the prospectus contained in the Exchange Offer Registration Statement; (c) the
date on which such Initial Note has been effectively registered under the
Securities Act and disposed of in accordance with a Shelf Registration Statement
and (d) the date on which such Initial Note is distributed to the public
pursuant to Rule 144 under the Securities Act.

         Trust Indenture Act: The Trust Indenture Act of 1939 (15 U.S.C. Section
77aaa 77bbbb) as in effect on the date of the Indenture.

         Underwritten Registration or Underwritten Offering: A registration in
which securities of the Company are sold to an underwriter for reoffering to the
public.

         SECTION 2. Securities Subject to this Agreement.

         (a) Transfer Restricted Securities. The securities subject to the
benefits of this Agreement are the Transfer Restricted Securities.

         (b) Holders of Transfer Restricted Securities. A Person is deemed to be
a holder of Transfer Restricted Securities (each, a "Holder") whenever such
Person owns Transfer Restricted Securities.

         SECTION 3. Registered Exchange Offer.

         (a) Unless the Exchange Offer shall not be permissible under applicable
law or Commission policy (after the procedures set forth in Section 6(a) below
have been complied with), the Company and the Guarantors shall (i) cause the
Exchange Offer Registration Statement to be filed with the Commission as soon as
reasonably practicable after the Closing Date, but in no event later than 90
days after the Closing Date, (ii) use their commercially reasonable efforts to
cause the Exchange Offer Registration Statement to become effective as soon as
reasonably practicable, but in no event later than 180 days, after the Closing
Date, (iii) in connection with the foregoing, use their commercially reasonable
efforts to file (A) all pre-effective amendments to such Registration Statement
as may be necessary in order to cause such Exchange Offer Registration Statement
to become effective, (B) if applicable, a post-effective amendment to such
Exchange Offer Registration Statement pursuant to Rule 430A under the Securities
Act and (C) cause all necessary filings in connection with the registration and
qualification of the Exchange Notes to be made under the Blue Sky laws of such
jurisdictions as are necessary to permit Consummation of the Exchange Offer and
(iv) upon the effectiveness of such Exchange Offer Registration Statement,
commence the Exchange Offer. The Exchange Offer shall be on the appropriate form
permitting registration of the Exchange Notes to be

                                       3


offered in exchange for the Transfer Restricted Securities and to permit resales
of Transfer Restricted Securities held by Broker-Dealers as contemplated by
Section 3(c) below.

         (b) The Company and the Guarantors shall use their commercially
reasonable efforts to cause the Exchange Offer Registration Statement to be
effective continuously and shall keep the Exchange Offer open for a period of
not less than the minimum period required under applicable federal and state
securities laws to Consummate the Exchange Offer; provided, however, that in no
event shall such period be less than 30 days after the date notice of the
Exchange Offer is mailed to the Holders. The Company and the Guarantors shall
cause the Exchange Offer to comply with all applicable federal and state
securities laws. No securities other than the Exchange Notes shall be included
in the Exchange Offer Registration Statement. The Company and the Guarantors
shall use their commercially reasonable efforts to cause the Exchange Offer to
be Consummated as soon as reasonably practicable after the Exchange Offer
Registration Statement has become effective, but in no event later than 30
Business Days after the Exchange Offer Registration Statement has become
effective.

         (c) The Company and the Guarantors shall indicate in a "Plan of
Distribution" section contained in the Prospectus forming a part of the Exchange
Offer Registration Statement that any Broker-Dealer who holds Initial Notes that
are Transfer Restricted Securities and that were acquired for its own account as
a result of market-making activities or other trading activities (other than
Transfer Restricted Securities acquired directly from the Company), may exchange
such Initial Notes pursuant to the Exchange Offer; however, such Broker-Dealer
may be deemed to be an "underwriter" within the meaning of the Securities Act
and must, therefore, deliver a prospectus meeting the requirements of the
Securities Act in connection with any resales of the Exchange Notes received by
such Broker-Dealer in the Exchange Offer, which prospectus delivery requirement
may be satisfied by the delivery by such Broker-Dealer of the Prospectus
contained in the Exchange Offer Registration Statement. Such "Plan of
Distribution" section shall also contain all other information with respect to
such resales by Broker-Dealers that the Commission may require in order to
permit such resales pursuant thereto, but such "Plan of Distribution" shall not
name any such Broker-Dealer or disclose the amount of Notes held by any such
Broker-Dealer except to the extent required by the Commission as a result of a
change in policy, rules or regulations after the date of this Agreement.

         The Company and the Guarantors shall use their commercially reasonable
efforts to keep the Exchange Offer Registration Statement continuously
effective, supplemented and amended as required by the provisions of Section
6(c) below to the extent necessary to ensure that it is available for resales of
Notes acquired by Broker-Dealers for their own accounts as a result of
market-making activities or other trading activities, and to ensure that it
conforms with the requirements of this Agreement, the Securities Act and the
policies, rules and regulations of the Commission as announced from time to
time, for a period ending on the earlier of (i) 180 days from the date on which
the Exchange Offer Registration Statement is declared effective and (ii) the
date on which a Broker-Dealer is no longer required to deliver a prospectus in
connection with market-making or other trading activities.

         The Company and the Guarantors shall provide sufficient copies of the
latest version of such Prospectus to Broker-Dealers promptly upon request at any
time during such 180-day (or shorter as provided in the foregoing sentence)
period in order to facilitate such resales.

                                       4


         SECTION 4. Shelf Registration.

         (a) Shelf Registration. If (i) the Company and the Guarantors are not
required to file an Exchange Offer Registration Statement or to consummate the
Exchange Offer because the Exchange Offer is not permitted by applicable law or
Commission policy (after the procedures set forth in Section 6(a) below have
been complied with) or (ii) any Holder of Transfer Restricted Securities shall
notify the Company in writing prior to the 20th day following the consummation
of the Exchange Offer that (A) such Holder is prohibited by applicable law or
Commission policy from participating in the Exchange Offer, (B) such Holder may
not resell the Exchange Notes acquired by it in the Exchange Offer to the public
without delivering a prospectus and that the Prospectus contained in the
Exchange Offer Registration Statement is not appropriate or available for such
resales by such Holder or (C) such Holder is a Broker-Dealer and holds Initial
Notes acquired directly from the Company or one of its affiliates, then the
Company and the Guarantors shall:

                  (x) use their commercially reasonable efforts to cause to be
         filed a shelf registration statement pursuant to Rule 415 under the
         Securities Act, which may be an amendment to the Exchange Offer
         Registration Statement (in either event, the "Shelf Registration
         Statement"), on or prior to the earliest to occur of (1) the 60th day
         after the date on which the Company determines that it not required to
         file the Exchange Offer Registration Statement pursuant to clause
         (a)(i) above and (2) the 60th day after the date on which the Company
         receives notice from a Holder of Transfer Restricted Securities as
         contemplated by clause (a)(ii) above (such earliest date being the
         "Shelf Filing Deadline"), which Shelf Registration Statement shall
         provide for the resale of all Transfer Restricted Securities the
         Holders of which shall have provided the information required pursuant
         to Section 4(b) hereof; and

                  (y) use their commercially reasonable efforts to cause such
         Shelf Registration Statement to be declared effective by the Commission
         on or before the 120th day after the Shelf Filing Deadline.

         The Company and the Guarantors shall use their commercially reasonable
efforts to keep such Shelf Registration Statement continuously effective,
supplemented and amended as required by and subject to the provisions of
Sections 6(b) and (c) hereof to the extent necessary to ensure that it is
available for resales of Transfer Restricted Securities by the Holders thereof
entitled to the benefit of this Section 4(a), and to ensure that it conforms
with the requirements of this Agreement, the Securities Act and the policies,
rules and regulations of the Commission as announced from time to time, for a
period of at least two years following the Closing Date (or shorter period that
will terminate when all Transfer Restricted Securities covered by such Shelf
Registration Statement have been sold pursuant to such Shelf Registration
Statement).

         (b) Provision by Holders of Certain Information in Connection with the
Shelf Registration Statement. No Holder of Transfer Restricted Securities may
include any of its Transfer Restricted Securities in any Shelf Registration
Statement pursuant to this Agreement unless and until such Holder furnishes to
the Company in writing, within 20 Business Days after receipt of a request
therefor, such information as the Company may reasonably request for use in
connection with any Shelf Registration Statement or Prospectus or preliminary
Prospectus included therein. Each Holder as to which any Shelf Registration
Statement is being effected agrees to furnish promptly to the Company all
information required to be disclosed in order to

                                       5


make the information previously furnished to the Company by such Holder not
materially misleading.

         SECTION 5. LIQUIDATED DAMAGES. If (i) any of the Registration
Statements required by this Agreement is not filed with the Commission on or
prior to the date specified for such filing in this Agreement, (ii) any of such
Registration Statements has not been declared effective by the Commission on or
prior to the date specified for such effectiveness in this Agreement (the
"Effectiveness Target Date"), (iii) the Exchange Offer has not been Consummated
within 30 Business Days after the Effectiveness Target Date with respect to the
Exchange Offer Registration Statement or (iv) subject to Section 6(c)(i), any
Registration Statement required by this Agreement is filed and declared
effective but shall thereafter cease to be effective or fail to be usable for
its intended purpose without being succeeded immediately by a post-effective
amendment to such Registration Statement that cures such failure and that is
itself immediately declared effective (each such event referred to in clauses
(i) through (iv), a "Registration Default"), the Company hereby agrees that the
interest rate borne by the Transfer Restricted Securities shall be increased by
0.25% per annum during the 90-day period immediately following the occurrence of
any Registration Default and shall increase by an additional 0.25% per annum at
the end of each subsequent 90-day period, but in no event shall such increase
exceed 1.00% per annum; provided that the Company and the Guarantors shall in no
event be required to pay such additional interest for more than one Registration
Default at any given time. Such additional interest to be paid pursuant to a
Registration Default is herein referred to as "Liquidated Damages." Following
the cure of any Registration Default relating to any particular Transfer
Restricted Securities, the interest rate borne by the relevant Transfer
Restricted Securities will be reduced to the original interest rate borne by
such Transfer Restricted Securities; provided, however, that, if after any such
reduction in interest rate, a different Registration Default exists or occurs,
the interest rate borne by the relevant Transfer Restricted Securities shall
again be increased pursuant to the foregoing provisions unless and until the
different Registration Default has been cured.

         All Liquidated Damages accrued pursuant to this Section 5 shall be paid
to the Holders entitled thereto, in the manner provided for the payment of
interest in the Indenture, on each Interest Payment Date, as more fully set
forth in the Indenture and the Notes. All obligations of the Company and the
Guarantors set forth in the preceding paragraph that are outstanding with
respect to any Transfer Restricted Security at the time such security ceases to
be a Transfer Restricted Security shall survive until such time as all such
obligations with respect to such Note shall have been satisfied in full.

         SECTION 6. Registration Procedures.

         (a) Exchange Offer Registration Statement. In connection with the
Exchange Offer, the Company and the Guarantors shall comply with all of the
provisions of Section 6(c) below, shall use their commercially reasonable
efforts to effect such exchange to permit the sale of Transfer Restricted
Securities being sold in accordance with the intended method or methods of
distribution thereof, and shall comply with all of the following provisions:

                  (i) If in the reasonable opinion of counsel to the Company
         there is a serious question as to whether the Exchange Offer is
         permitted by applicable law, the Company and the Guarantors hereby
         agree to use their commercially reasonable efforts to seek a no-action
         letter or other favorable decision from the Commission allowing the
         Company

                                       6


         and the Guarantors to Consummate an Exchange Offer for such Initial
         Notes. The Company and the Guarantors hereby agree to use their
         commercially reasonable efforts to pursue the issuance of such a
         decision to the Commission staff level, but shall not be required to
         take commercially unreasonable action to effect a change of Commission
         policy or otherwise obtain such no-action letter or other favorable
         decision. The Company and the Guarantors hereby agree, however, to (A)
         participate in telephonic conferences with the Commission, (B) deliver
         to the Commission staff an analysis prepared by counsel to the Company
         and the Guarantors setting forth the legal bases, if any, upon which
         such counsel has concluded that such an Exchange Offer should be
         permitted and (C) diligently pursue a resolution (which need not be
         favorable) by the Commission staff of such submission.

                  (ii) As a condition to its participation in the Exchange Offer
         pursuant to the terms of this Agreement, each Holder of Transfer
         Restricted Securities shall furnish, upon the request of the Company,
         prior to the Consummation thereof, a written representation to the
         Company and the Guarantors (which may be contained in the letter of
         transmittal contemplated by the Exchange Offer Registration Statement)
         to the effect that (A) it is not an affiliate of the Company or the
         Guarantors, (B) it is not engaged in, and does not intend to engage in,
         and has no arrangement or understanding with any Person to participate
         in, a distribution of the Exchange Notes to be issued in the Exchange
         Offer and (C) it is acquiring the Exchange Notes in its ordinary course
         of business. In addition, all such Holders of Transfer Restricted
         Securities shall otherwise cooperate in the Company's preparations for
         the Exchange Offer. Each Holder hereby acknowledges and agrees that any
         Broker-Dealer and any such Holder using the Exchange Offer to
         participate in a distribution of the securities to be acquired in the
         Exchange Offer (1) could not under Commission policy as in effect on
         the date of this Agreement rely on the position of the Commission
         enunciated in Morgan Stanley and Co., Inc. (available June 5, 1991) and
         Exxon Capital Holdings Corporation (available May 13, 1988), as
         interpreted in the Commission's letter to Shearman & Sterling dated
         July 2, 1993, and similar no-action letters (which may include any
         no-action letter obtained pursuant to clause (i) above), and (2) must
         comply with the registration and prospectus delivery requirements of
         the Securities Act in connection with a secondary resale transaction
         and that such a secondary resale transaction must be covered by an
         effective registration statement containing the selling security holder
         information required by Item 507 or 508, as applicable, of Regulation
         S-K if the resales are of Exchange Notes obtained by such Holder in
         exchange for Initial Notes acquired by such Holder directly from the
         Company.

         (b) Shelf Registration Statement. In connection with the Shelf
Registration Statement, the Company and the Guarantors shall comply with all the
provisions of Section 6(c) below and shall use their commercially reasonable
efforts to effect such registration to permit the sale of the Transfer
Restricted Securities being sold in accordance with the intended method or
methods of distribution thereof, and pursuant thereto the Company and the
Guarantors will as soon as reasonably practicable prepare and file with the
Commission a Registration Statement relating to the registration on any
appropriate form under the Securities Act, which form shall be available for the
sale of the Transfer Restricted Securities in accordance with the intended
method or methods of distribution thereof.

                                       7


         (c) General Provisions. In connection with any Registration Statement
and any Prospectus required by this Agreement to permit the sale or resale of
Transfer Restricted Securities (including, without limitation, any Registration
Statement and the related Prospectus required to permit resales of Transfer
Restricted Securities by Broker-Dealers), the Company and the Guarantors shall:

                  (i) use their commercially reasonable efforts to keep such
         Registration Statement continuously effective and provide all requisite
         financial statements (including, if required by the Securities Act or
         any regulation thereunder, financial statements of the Guarantors) for
         the period specified in Section 3 or 4 of this Agreement, as
         applicable; upon the occurrence of any event that would cause any such
         Registration Statement or the Prospectus contained therein (A) to
         contain a material misstatement or omission or (B) not to be effective
         and usable for resale of Transfer Restricted Securities during the
         period required by this Agreement, the Company and the Guarantors shall
         file promptly an appropriate amendment to such Registration Statement,
         in the case of clause (A), correcting any such misstatement or
         omission, and, in the case of either clause (A) or (B), use their
         commercially reasonable efforts to cause such amendment to be declared
         effective as soon as practicable thereafter. Notwithstanding the
         foregoing, if the Board of Directors of the Company determines in good
         faith that it is in the best interests of the Company and the
         Guarantors not to disclose the existence of or facts surrounding any
         proposed or pending material corporate transaction or other material
         development involving the Company or the Guarantors, the Company and
         the Guarantors may allow any Shelf Registration Statement to fail to be
         effective or the Prospectus contained therein to be unusable as a
         result of such nondisclosure for up to 90 days in any year during the
         two-year period of effectiveness required by Section 4 hereof;

                  (ii) use their commercially reasonable efforts to prepare and
         file with the Commission such amendments and post-effective amendments
         to the Registration Statement as may be necessary to keep the
         Registration Statement effective for the applicable period set forth in
         Section 3 or 4 hereof, as applicable, or such shorter period as will
         terminate when all Transfer Restricted Securities covered by such
         Registration Statement have been sold; cause the Prospectus to be
         supplemented by any required Prospectus supplement, and as so
         supplemented to be filed pursuant to Rule 424 under the Securities Act,
         and to comply fully with the applicable provisions of Rules 424 and
         430A under the Securities Act in a timely manner; and comply with the
         provisions of the Securities Act with respect to the disposition of all
         securities covered by such Registration Statement during the applicable
         period in accordance with the intended method or methods of
         distribution by the sellers thereof set forth in such Registration
         Statement or supplement to the Prospectus;

                  (iii) advise the underwriter(s), if any, and selling Holders
         promptly and, if requested by such Persons, to confirm such advice in
         writing, (A) when the Prospectus or any Prospectus supplement or
         post-effective amendment has been filed, and, with respect to any
         Registration Statement or any post-effective amendment thereto, when
         the same has become effective, (B) of any request by the Commission for
         amendments to the Registration Statement or amendments or supplements
         to the Prospectus or for additional information relating thereto, (C)
         of the issuance by the Commission of any stop order suspending the
         effectiveness of the Registration Statement under the Securities Act
         or of

                                       8

         the suspension by any state securities commission of the qualification
         of the Transfer Restricted Securities for offering or sale in any
         jurisdiction, or the initiation of any proceeding for any of the
         preceding purposes or (D) of the existence of any fact or the happening
         of any event that makes any statement of a material fact made in the
         Registration Statement, the Prospectus, any amendment or supplement
         thereto, or any document incorporated by reference therein untrue, or
         that requires the making of any additions to or changes in the
         Registration Statement or the Prospectus in order to make the
         statements therein not misleading. If at any time the Commission shall
         issue any stop order suspending the effectiveness of the Registration
         Statement, or any state securities commission or other regulatory
         authority shall issue an order suspending the qualification or
         exemption from qualification of the Transfer Restricted Securities
         under state securities or Blue Sky laws, the Company and the Guarantors
         shall use their commercially reasonable efforts to obtain the
         withdrawal or lifting of such order at the earliest possible time;

                  (iv) furnish without charge to each of the Initial Purchasers,
         each selling Holder named in any Registration Statement, and each of
         the underwriter(s), if any, before filing with the Commission, copies
         of any Registration Statement or any Prospectus included therein or any
         amendments or supplements to any such Registration Statement or
         Prospectus (including all documents incorporated by reference after the
         initial filing of such Registration Statement), which documents will be
         subject to the review of such Holders and underwriter(s) in connection
         with such sale, if any, for a period of at least five Business Days,
         and the Company and any Guarantors will not file any such Registration
         Statement or Prospectus or any amendment or supplement to any such
         Registration Statement or Prospectus (including all such documents
         incorporated by reference) to which an Initial Purchaser of Transfer
         Restricted Securities covered by such Registration Statement or the
         underwriter(s), if any, shall reasonably object in writing within five
         Business Days after the receipt thereof (such objection to be deemed
         timely made upon confirmation of telecopy transmission within such
         period). The objection of an Initial Purchaser or underwriter, if any,
         shall be deemed to be reasonable if such Registration Statement,
         amendment, Prospectus or supplement, as applicable, as proposed to be
         filed, contains a material misstatement or omission;

                  (v) promptly prior to the filing of any document that is to be
         incorporated by reference into a Registration Statement or Prospectus,
         provide copies of such document to the Initial Purchasers, each selling
         Holder named in any Registration Statement, and to the underwriter(s),
         if any, make the Company's representatives available and
         representatives of the Guarantors available for discussion of such
         document and other customary due diligence matters, and include such
         information in such document prior to the filing thereof as such
         selling Holders or underwriter(s), if any, reasonably may request;

                  (vi) make available at reasonable business hours in the
         offices where such records are normally maintained for inspection by
         the Initial Purchasers, any managing underwriter participating in any
         disposition pursuant to such Registration Statement and any attorney or
         accountant retained by such Initial Purchasers or any of the
         underwriter(s), all relevant financial and other records, pertinent
         corporate documents and documents relating to relevant properties of
         the Company and the Guarantors subject to

                                       9


         appropriate confidentiality agreements and cause the Company's and the
         Guarantors' officers, directors and employees to supply all information
         that is (a) reasonably requested by any such Holder, underwriter,
         attorney or accountant in connection with such Registration Statement
         subsequent to the filing thereof and prior to its effectiveness and (b)
         customarily furnished in transactions of the type contemplated by such
         Registration Statement;

                  (vii) if requested by any selling Holders or the
         underwriter(s), if any, promptly incorporate in any Registration
         Statement or Prospectus, pursuant to a supplement or post-effective
         amendment if necessary, such information as such selling Holders and
         underwriter(s), if any, may reasonably request to have included
         therein, including, without limitation, information relating to the
         "Plan of Distribution" of the Transfer Restricted Securities,
         information with respect to the principal amount of Transfer Restricted
         Securities being sold to such underwriter(s), the purchase price being
         paid therefor and any other terms of the offering of the Transfer
         Restricted Securities to be sold in such offering; and make all
         required filings of such Prospectus supplement or post-effective
         amendment as soon as reasonably practicable after the Company is
         notified of the matters to be incorporated in such Prospectus
         supplement or post-effective amendment;

                  (viii) furnish to each selling Holder and each of the
         underwriter(s), if any, without charge, at least one copy of the
         Registration Statement, as first filed with the Commission, and of each
         amendment thereto, including financial statements and schedules, all
         documents incorporated by reference therein and all exhibits (including
         exhibits incorporated therein by reference);

                  (ix) deliver to each selling Holder and each of the
         underwriter(s), if any, without charge, as many copies of the
         Prospectus (including each preliminary prospectus) and any amendment or
         supplement thereto as such Persons reasonably may request; the Company
         and the Guarantors hereby consent to the use (in accordance with law)
         of the Prospectus and any amendment or supplement thereto by each of
         the selling Holders and each of the underwriter(s), if any, in
         connection with the offering and the sale of the Transfer Restricted
         Securities covered by the Prospectus or any amendment or supplement
         thereto;

                  (x) enter into, and cause the Guarantors to enter into, such
         agreements (including an underwriting agreement containing customary
         terms), and make, and cause the Guarantors to make, such
         representations and warranties, and take all such other actions in
         connection therewith in order to expedite or facilitate the disposition
         of the Transfer Restricted Securities pursuant to any Registration
         Statement contemplated by this Agreement, all to such extent as may be
         reasonably requested by any Initial Purchaser or by any Holder of
         Transfer Restricted Securities or underwriter in connection with any
         sale or resale pursuant to any Registration Statement contemplated by
         this Agreement; and the Company and the Guarantors shall:

                           (A) furnish (or in the case of paragraph (2) and (3),
                  use their commercially reasonable efforts to cause to be
                  furnished) to each Initial Purchaser, each selling Holder and
                  each underwriter, if any, in such substance and scope as are
                  customarily made by issuers to underwriters in primary
                  underwritten

                                       10


                  offerings, upon the date of the Consummation of the Exchange
                  Offer and, if applicable, the effectiveness of the Shelf
                  Registration Statement:

                                    (1) a certificate, dated the date of
                           Consummation of the Exchange Offer or the date of
                           effectiveness of the Shelf Registration Statement, as
                           the case may be, signed by (y) the President or any
                           Vice President and (z) a principal financial or
                           accounting officer of each of the Company and the
                           Guarantors, confirming, as of the date thereof, the
                           matters, to the extent applicable, set forth in
                           paragraphs (i), (ii) and (iii) of Section 5 (e) of
                           the Purchase Agreement;

                                    (2) an opinion, dated the date of
                           Consummation of the Exchange Offer or the date of
                           effectiveness of the Shelf Registration Statement, as
                           the case may be, of counsel for the Company and the
                           Guarantors, covering the matters set forth in
                           paragraph (c) of Section 5 of the Purchase Agreement
                           and in any event including a statement to the effect
                           that such counsel has participated in conferences
                           with officers and other representatives of the
                           Company and the Guarantors, representatives of the
                           independent public accountants for the Company and
                           the Guarantors, the Initial Purchasers'
                           representatives and the Initial Purchasers' counsel
                           in connection with the preparation of such
                           Registration Statement and the related Prospectus and
                           have considered the matters required to be stated
                           therein and the statements contained therein,
                           although such counsel has not independently verified
                           the accuracy, completeness or fairness of such
                           statements; and that such counsel advises that, on
                           the basis of the foregoing (relying as to materiality
                           to the extent such counsel deems appropriate upon the
                           statements of officers and other representatives of
                           the Company and the Guarantors and without
                           independent check or verification), no facts came to
                           such counsel's attention that caused such counsel to
                           believe that the applicable Registration Statement,
                           at the time such Registration Statement or any
                           post-effective amendment thereto became effective,
                           and, in the case of the Exchange Offer Registration
                           Statement, as of the date of Consummation, contained
                           an untrue statement of a material fact or omitted to
                           state a material fact required to be stated therein
                           or necessary to make the statements therein not
                           misleading, or that the Prospectus contained in such
                           Registration Statement as of its date and, in the
                           case of the opinion dated the date of Consummation of
                           the Exchange Offer, as of the date of Consummation,
                           contained an untrue statement of a material fact or
                           omitted to state a material fact necessary in order
                           to make the statements therein, in light of the
                           circumstances under which they were made, not
                           misleading. Without limiting the foregoing, such
                           counsel may state further that such counsel assumes
                           no responsibility for, and has not independently
                           verified, the accuracy, completeness or fairness of
                           the financial statements, notes and schedules and
                           other financial data included in any Registration
                           Statement contemplated by this Agreement or the
                           related Prospectus; and

                                       11


                                    (3) a customary comfort letter, dated as of
                           the date of Consummation of the Exchange Offer or the
                           date of effectiveness of the Shelf Registration
                           Statement, as the case may be, from (i) the Company's
                           independent accountants and (ii) the independent
                           accountants of any other Person for which financial
                           statements are included in or incorporated by
                           reference into any Registration Statement
                           contemplated by this Agreement or the related
                           Prospectus, in the customary form and covering
                           matters of the type customarily covered in comfort
                           letters to underwriters in connection with primary
                           underwritten offerings, and affirming the matters set
                           forth in the comfort letters delivered pursuant to
                           Section 5(a) of the Purchase Agreement, without
                           exception;

                           (B) set forth in full or incorporate by reference in
                  the underwriting agreement, if any, the indemnification
                  provisions and procedures of Section 8 hereof with respect to
                  all parties to be indemnified pursuant to said Section; and

                           (C) deliver such other documents and certificates as
                  may be reasonably requested by such parties to evidence
                  compliance with clause (A) above and with any customary
                  conditions contained in the underwriting agreement or other
                  agreement entered into by the Company or the Guarantors
                  pursuant to this clause (x).

                  If at any time the representations and warranties of the
         Company and the Guarantors contemplated in clause (A)(1) above cease to
         be true and correct, the Company shall so advise the Initial Purchasers
         and the underwriter(s), if any, and each selling Holder promptly and,
         if requested by such Persons, shall confirm such advice in writing;

                  (xi) prior to any public offering of Transfer Restricted
         Securities, cooperate with, and cause the Guarantors to cooperate with,
         the selling Holders, the underwriter(s), if any, and their respective
         counsel in connection with the registration and qualification of the
         Transfer Restricted Securities under the securities or Blue Sky laws of
         such jurisdictions as the selling Holders or underwriter(s) may request
         and do any and all other acts or things necessary or advisable to
         enable the disposition in such jurisdictions of the Transfer Restricted
         Securities covered by the Shelf Registration Statement; provided,
         however, that neither the Company nor any Guarantor shall be required
         to register or qualify as a foreign corporation where it is not then so
         qualified or to take any action that would subject it to the service of
         process in suits or to taxation, other than as to matters and
         transactions relating to the Registration Statement, in any
         jurisdiction where it is not then so subject;

                  (xii) issue, upon the request of any Holder of Initial Notes
         covered by the Shelf Registration Statement, Exchange Notes, having an
         aggregate principal amount equal to the aggregate principal amount of
         Initial Notes surrendered to the Company by such Holder in exchange
         therefor or being sold by such Holder; such Exchange Notes to be
         registered in the name of such Holder or in the name of the
         purchaser(s) of such Notes, as the case may be; in return, the Initial
         Notes held by such Holder shall be surrendered to the Company for
         cancellation;

                                       12


                  (xiii) cooperate with, and cause the Guarantors to cooperate
         with, the selling Holders and the underwriter(s), if any, to facilitate
         the timely preparation and delivery of certificates representing
         Transfer Restricted Securities to be sold and not bearing any
         restrictive legends; and enable such Transfer Restricted Securities to
         be in such denominations and registered in such names as the Holders or
         the underwriter(s), if any, may request at least two Business Days
         prior to any sale of Transfer Restricted Securities made by such
         underwriter(s);

                  (xiv) use their commercially reasonable efforts to cause the
         Transfer Restricted Securities covered by the Registration Statement to
         be registered with or approved by such other governmental agencies or
         authorities as may be necessary to enable the seller or sellers thereof
         or the underwriter(s), if any, to consummate the disposition of such
         Transfer Restricted Securities, subject to the proviso contained in
         clause (viii) above;

                  (xv) subject to Section 6(c)(i), if any fact or event
         contemplated by clause (c)(iii)(D) above shall exist or have occurred,
         prepare a supplement or post-effective amendment to the Registration
         Statement or related Prospectus or any document incorporated therein by
         reference or file any other required document so that, as thereafter
         delivered to the purchasers of Transfer Restricted Securities, the
         Prospectus will not contain an untrue statement of a material fact or
         omit to state any material fact necessary to make the statements
         therein not misleading;

                  (xvi) provide a CUSIP number for all Transfer Restricted
         Securities not later than the effective date of the Registration
         Statement and provide the Trustee under the Indenture with printed
         certificates for the Transfer Restricted Securities which are in a form
         eligible for deposit with the Depositary Trust Company;

                  (xvii) cooperate and assist in any filings required to be made
         with the NASD and in the performance of any due diligence investigation
         by any underwriter (including any "qualified independent underwriter")
         that is required to be retained in accordance with the rules and
         regulations of the NASD, and use their reasonable best efforts to cause
         such Registration Statement to become effective and approved by such
         governmental agencies or authorities as may be necessary to enable the
         Holders selling Transfer Restricted Securities to consummate the
         disposition of such Transfer Restricted Securities;

                  (xviii) otherwise use their commercially reasonable efforts to
         comply with all applicable rules and regulations of the Commission, and
         make generally available to its security holders, as soon as reasonably
         practicable, a consolidated earnings statement meeting the requirements
         of Rule 158 (which need not be audited) for the twelve-month period (A)
         commencing at the end of any fiscal quarter in which Transfer
         Restricted Securities are sold to underwriters in a firm or best
         efforts Underwritten Offering or (B) if not sold to underwriters in
         such an offering, beginning with the first month of the Company's first
         fiscal quarter commencing after the effective date of the Registration
         Statement;

                  (xiv) cause the Indenture to be qualified under the Trust
         Indenture Act not later than the effective date of the first
         Registration Statement required by this Agreement, and, in connection
         therewith, cooperate, and cause the Guarantors to cooperate with, with
         the Trustee and the Holders of Notes to effect such changes to the
         Indenture as may be required for such Indenture to be so qualified in
         accordance with the terms of the Trust

                                       13


         Indenture Act; and to execute, and cause the Guarantors to execute, and
         use their commercially reasonable efforts to cause the Trustee to
         execute, all documents that may be required to effect such changes and
         all other forms and documents required to be filed with the Commission
         to enable such Indenture to be so qualified in a timely manner;

                  (xx) cause all Transfer Restricted Securities covered by the
         Registration Statement to be listed on each securities exchange on
         which securities of the same class issued by the Company and the
         Guarantors are then listed if requested by the Holders of a majority in
         aggregate principal amount of Initial Notes or the managing
         underwriter(s), if any; and

                  (xxi) provide promptly to each Holder upon request each
         document filed with the Commission pursuant to the requirements of
         Section 13 or Section 15(d) of the Exchange Act.

         Each Holder agrees by acquisition of a Transfer Restricted Security
that, upon receipt of any notice referred to in Section 6(c)(iii)(C) or any
notice from the Company of the existence of any fact of the kind described in
Section 6(c)(iii)(D) hereof (in each case, a "Suspension Notice"), such Holder
will forthwith discontinue disposition of Transfer Restricted Securities
pursuant to the applicable Registration Statement until such Holder's receipt of
the copies of the supplemented or amended Prospectus contemplated by Section
6(c)(xvi) hereof, or until it is advised in writing (the "Advice") by the
Company that the use of the Prospectus may be resumed, and has received copies
of any additional or supplemental filings that are incorporated by reference in
the Prospectus. Each Holder receiving a Suspension Notice hereby agrees that it
will either (i) destroy any Prospectuses, other than permanent file copies, then
in such Holder's possession which have been replaced by the Company with more
recently dated Prospectuses or (ii) if so directed by the Company, deliver to
the Company (at the Company's expense) all copies, other than permanent file
copies then in such Holder's possession, of the Prospectus covering such
Transfer Restricted Securities that was current at the time of receipt of such
Suspension Notice. In the event the Company shall give any such notice, the time
period regarding the effectiveness of such Registration Statement set forth in
Section 3 or 4 hereof, as applicable, shall be extended by the number of days in
the period from and including the date of the delivery of the Suspension Notice
to and including the date when each selling Holder covered by such Registration
Statement shall have received the copies of the supplemented or amended
Prospectus contemplated by Section 6(c)(xvi) hereof or shall have received the
Advice; however, no such extension shall be taken into account in determining
whether Additional Interest is due pursuant to Section 5 hereof or the amount of
such Additional Interest, it being agreed that the Company's option to suspend
use of a Registration Statement pursuant to this paragraph shall be treated as a
Registration Default for purposes of Section 5.

         SECTION 7. Registration Expenses.

         (a) All expenses incident to the Company's or the Guarantors'
performance of or compliance with this Agreement will be borne by the Company or
the Guarantors, regardless of whether a Registration Statement becomes
effective, including without limitation: (i) all registration and filing fees
and expenses (including filings made by any Initial Purchaser or Holder with the
NASD (and, if applicable, the fees and expenses of any "qualified independent
underwriter" and its counsel that may be required by the rules and regulations
of the NASD)); (ii) all fees and expenses of compliance with federal securities
and state Blue Sky or securities

                                       14


laws; (iii) all expenses of printing (including printing certificates for the
Exchange Notes to be issued in the Exchange Offer and printing of Prospectuses),
messenger and delivery services and telephone; (iv) all fees and disbursements
of counsel for the Company, the Guarantors and, subject to Section 7(b) below,
the Holders of Transfer Restricted Securities; (v) all application and filing
fees in connection with listing the Exchange Notes on a national securities
exchange or automated quotation system pursuant to the requirements thereof; and
(vi) all fees and disbursements of independent certified public accountants of
the Company, the Guarantors or other Person (including the expenses of any
special audit and comfort letters required by or incident to such performance).

         The Company and the Guarantors will, in any event, bear their internal
expenses (including, without limitation, all salaries and expenses of its
officers and employees performing legal or accounting duties), the expenses of
any annual audit and the fees and expenses of any Person, including special
experts, retained by the Company and the Guarantors.

         (b) In connection with any Registration Statement required by this
Agreement (including, without limitation, the Exchange Offer Registration
Statement and the Shelf Registration Statement), the Company and the Guarantors
will reimburse the Initial Purchasers and the Holders of Transfer Restricted
Securities being tendered in the Exchange Offer and/or resold pursuant to the
"Plan of Distribution" contained in the Exchange Offer Registration Statement or
registered pursuant to the Shelf Registration Statement, as applicable, for the
reasonable fees and disbursements of not more than one counsel, who shall be
Shearman & Sterling LLP or such other counsel as may be chosen by the Holders of
a majority in principal amount of the Transfer Restricted Securities for whose
benefit such Registration Statement is being prepared.

         SECTION 8. Indemnification.

         (a) The Company agrees and the Guarantors, jointly and severally, agree
to indemnify and hold harmless (i) each Holder and (ii) each Person, if any, who
controls (within the meaning of Section 15 of the Securities Act or Section 20
of the Exchange Act) any Holder (any of the Persons referred to in this clause
(ii) being hereinafter referred to as a "Controlling Person") and (iii) the
respective officers, directors, partners, employees, representatives and agents
of any Holder or any Controlling Person (any person referred to in clause (i),
(ii) or (iii) may hereinafter be referred to as an "Indemnified Holder"), to the
fullest extent lawful, from and against any and all losses, claims, damages,
liabilities or expenses (including without limitation, reimbursement of all
costs reasonably incurred in investigating, preparing, pursuing, settling,
compromising, paying or defending any claim or action, or any investigation or
proceeding by any governmental agency or body, commenced or threatened,
including the reasonable fees and expenses of counsel to any Indemnified
Holder), caused by, related to, based upon, arising out of or in connection with
any untrue statement or alleged untrue statement of a material fact contained in
any Registration Statement or Prospectus (or any amendment or supplement
thereto), or any omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading, except insofar as such losses, claims, damages, liabilities or
expenses are caused by, based upon, arising out of or in connection with an
untrue statement or omission or alleged untrue statement or omission that is
made in reliance upon and in conformity with information relating to any of the
Holders furnished in writing to the Company by any of the Holders expressly for
use therein. This indemnity agreement shall be in addition to any liability
which the Company may otherwise have.

                                       15


         In case any action or proceeding (including any governmental or
regulatory investigation or proceeding) shall be brought against any of the
Indemnified Holders with respect to which indemnity may be sought against the
Company or the Guarantors, such Indemnified Holder (or the Indemnified Holder
controlled by such Controlling Person) shall promptly notify the Company and the
Guarantors in writing (provided, that the failure to give such notice shall not
relieve the Company or the Guarantors of their respective obligations pursuant
to this Agreement). In case any such action is brought against any Indemnified
Holder and such Indemnified Holder seeks or intends to seek indemnity from the
Company and the Guarantors, the Company and the Guarantors will be entitled to
participate in and, to the extent that they shall elect by written notice
delivered to the Indemnified Holder promptly after receiving the aforesaid
notice from such Indemnified Holder, to assume the defense thereof with counsel
reasonably satisfactory to such Indemnified Holder; provided, however, if the
defendants in any such action include both the Indemnified Holder and the
Company or any Guarantor and the Indemnified Holder shall have reasonably
concluded that a conflict may arise between the positions of the Company or any
Guarantor and the Indemnified Holder in conducting the defense of any such
action or that there may be legal defenses available to it which are different
from or additional to those available to the Company or any Guarantor, the
Indemnified Holder shall have the right to select separate counsel to assume
such legal defenses and to otherwise participate in the defense of such action
on behalf of itself. Upon receipt of notice from the Company or any Guarantor to
such Indemnified Holder of the Company or any Guarantor's election so to assume
the defense of such action and approval by the Indemnified Holder of counsel,
the Company or any Guarantor will not be liable to such Indemnified Holder under
this Section 8 for any legal or other expenses subsequently incurred by such
Indemnified Holder in connection with the defense thereof unless (i) the
Indemnified Holder shall have employed separate counsel in accordance with the
proviso to the second sentence of this paragraph (it being understood, however,
that the Company or any Guarantor shall not be liable for the expenses of more
than one separate counsel (together with local counsel, approved by the Company
or any Guarantor, representing the Indemnified Holder who is a party to such
action) or (ii) the Company or any Guarantor shall not have employed counsel
reasonably satisfactory to the Indemnified Holder to represent the Indemnified
Holder within a reasonable time after notice of commencement of the action, in
each of which cases the fees and expenses of counsel shall be at the expense of
the Company and the Guarantor.

         The Company and the Guarantors shall be liable for any settlement of
any such action or proceeding effected with the Company's prior written consent,
which consent shall not be withheld unreasonably, and the Company and the
Guarantors agree to indemnify and hold harmless any Indemnified Holder from and
against any loss, claim, damage, liability or expense by reason of any
settlement of any action effected with the written consent of the Company. The
Company and the Guarantors shall not, without the prior written consent of each
Indemnified Holder, settle or compromise or consent to the entry of judgment in
or otherwise seek to terminate any pending or threatened action, claim,
litigation or proceeding in respect of which indemnification or contribution may
be sought hereunder (whether or not any Indemnified Holder is a party thereto),
unless such settlement, compromise, consent or termination (i) includes an
unconditional release of each Indemnified Holder from all liability arising out
of such action, claim, litigation or proceeding and (ii) does not include a
statement as to, or an admission of, fault, culpability or a failure to act, by
or on behalf of the Indemnified Holder.

                                       16


         (b) Each Holder of Transfer Restricted Securities agrees, severally and
not jointly, to indemnify and hold harmless the Company and the Guarantors and
their respective directors, officers, and each person controlling (within the
meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act)
the Company, the Guarantors and the respective officers, directors, partners,
employees, representatives and agents of each such person, to the same extent as
the indemnity from the Company and the Guarantors to each of the Indemnified
Holders set forth in Section 8(a), but only with respect to claims and actions
based on information relating to such Holder furnished in writing by such Holder
expressly for use in any Registration Statement. In case any action or
proceeding shall be brought against the Company, the Guarantors or their
directors or officers or any such Controlling Person in respect of which
indemnity may be sought against a Holder of Transfer Restricted Securities, such
Holder shall have the rights and duties given the Company and/or the Guarantors
and the Company, the Guarantors or their directors or officers or such
Controlling Person shall have the rights and duties given to each Holder by
Section 8(a).

         (c) If the indemnification provided for in this Section 8 is
unavailable to an indemnified party under Section 8(a) or Section 8(b) hereof
(other than by reason of exceptions provided in those Sections) in respect of
any losses, claims, damages, liabilities or expenses referred to therein, then
each applicable indemnifying party, in lieu of indemnifying such indemnified
party, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages, liabilities or expenses in such
proportion as is appropriate to reflect the relative benefits received by the
Company and the Guarantors, on the one hand, and the Holders, on the other hand,
from the Initial Placement (which in the case of the Company and the Guarantors
shall be deemed to be equal to the total gross proceeds from the Initial
Placement as set forth on the cover page of the Offering Memorandum, less any
discount received by the Initial Purchasers in the Initial Placement), the
amount of Liquidated Damages which does not become payable as a result of the
filing of the Registration Statement resulting in such losses, claims, damages,
liabilities or expenses, and such Registration Statement, or if such allocation
is not permitted by applicable law, the relative fault of the Company and the
Guarantors on the one hand, and of the Indemnified Holder, on the other hand, in
connection with the statements or omissions which resulted in such losses,
claims, damages, liabilities or expenses, as well as any other relevant
equitable considerations. The relative fault of the Company on the one hand and
of the Indemnified Holder on the other shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of a material
fact or the omission or alleged omission to state a material fact relates to
information supplied by the Company or by the Indemnified Holder and the
parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. The amount paid or payable by a
party as a result of the losses, claims, damages, liabilities and expenses
referred to above shall be deemed to include, subject to the limitations set
forth in the second paragraph of Section 8(a), any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or
defending any action or claim.

         The Company, the Guarantors and each Holder of Transfer Restricted
Securities agree that it would not be just and equitable if contribution
pursuant to this Section 8(c) were determined by pro rata allocation (even if
the Holders were treated as one entity for such purpose) or by any other method
of allocation which does not take account of the equitable considerations
referred to in the immediately preceding paragraph. The amount paid or payable
by an indemnified party as a result of the losses, claims, damages, liabilities
or expenses referred

                                       17


to in the immediately preceding paragraph shall be deemed to include, subject to
the limitations set forth above, any legal or other expenses reasonably incurred
by such indemnified party in connection with investigating or defending any such
action or claim. Notwithstanding the other provisions of this Section 8, no
Holder (and its related Indemnified Holders) shall be liable, in the aggregate,
for any amount in excess of the discount granted or the commission paid by the
Company as set forth in the Purchase Agreement with respect to the Initial Notes
held by such Holder, or in the case of a Holder of Exchange Notes, the Initial
Notes exchanged for such Exchange Notes. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act)
shall be entitled to contribution from any person who was not guilty of such
fraudulent misrepresentation. The Holders' obligations to contribute pursuant to
this Section 8(c) are several in proportion to the respective principal amount
of Initial Notes held by each of the Holders hereunder and not joint.

         SECTION 9. Rule 144A. The Company and the Guarantors each hereby agrees
with each Holder, for so long as any Transfer Restricted Securities remain
outstanding, to make available to any Holder or beneficial owner of Transfer
Restricted Securities in connection with any sale thereof and any prospective
purchaser of such Transfer Restricted Securities from such Holder or beneficial
owner, the information required by Rule 144A(d)(4) under the Securities Act in
order to permit resales of such Transfer Restricted Securities pursuant to Rule
144A.

         SECTION 10. Participation In Underwritten Registrations. No Holder may
participate in any Underwritten Registration hereunder unless such Holder (a)
agrees to sell such Holder's Transfer Restricted Securities on the basis
provided in a customary underwriting agreement entered into in connection
herewith and (b) completes and executes all reasonable questionnaires, powers of
attorney, indemnities, underwriting agreements, lock-up letters and other
documents required under the terms of such underwriting arrangements.

         SECTION 11. Selection Of Underwriters. The Holders of Transfer
Restricted Securities covered by the Shelf Registration Statement who desire to
do so may sell such Transfer Restricted Securities in an Underwritten Offering.
In any such Underwritten Offering, the investment banker or investment bankers
and manager or managers that will administer the offering will be selected by
the Holders of a majority in aggregate principal amount of the Transfer
Restricted Securities included in such offering; provided, that such investment
bankers and managers must be reasonably satisfactory to the Company.

         SECTION 12. Miscellaneous.

         (a) Remedies. The Company and the Guarantors each hereby agrees that
monetary damages would not be adequate compensation for any loss incurred by
reason of a breach by it of the provisions of this Agreement and hereby agree to
waive the defense in any action for specific performance that a remedy at law
would be adequate.

         (b) No Inconsistent Agreements. The Company will not, and will cause
the Guarantors not to, on or after the date of this Agreement enter into any
agreement with respect to its securities that is inconsistent with the rights
granted to the Holders in this Agreement or otherwise conflicts with the
provisions hereof. The rights granted to the Holders hereunder do not in any way
conflict with and are not inconsistent with the rights granted to the holders of
the Company's securities under any agreement in effect on the date hereof.

                                       18


         (c) Adjustments Affecting the Notes. The Company and the Guarantors
will not take any action, or permit any change to occur, with respect to the
Notes that would materially and adversely affect the ability of the Holders to
Consummate any Exchange Offer.

         (d) Amendments and Waivers. The provisions of this Agreement may not be
amended, modified or supplemented, and waivers or consents to or departures from
the provisions hereof may not be given unless the Company has obtained the
written consent of Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities. Notwithstanding the foregoing, a waiver or
consent to departure from the provisions hereof that relates exclusively to the
rights of Holders whose securities are being tendered pursuant to the Exchange
Offer and that does not affect directly or indirectly the rights of other
Holders whose securities are not being tendered pursuant to such Exchange Offer
may be given by the Holders of a majority of the outstanding principal amount of
Transfer Restricted Securities being tendered or registered; provided that, with
respect to any matter that directly or indirectly affects the rights of any
Initial Purchaser hereunder, the Company shall obtain the written consent of
each such Initial Purchaser with respect to which such amendment, qualification,
supplement, waiver, consent or departure is to be effective.

         (e) Notices. All notices and other communications provided for or
permitted hereunder shall be made in writing by hand-delivery, first-class mail
(registered or certified, return receipt requested), telex, telecopier, or air
courier guaranteeing overnight delivery:

                  (i) if to a Holder, at the address set forth on the records of
         the Registrar under the Indenture, with a copy to the Registrar under
         the Indenture; and

                  (ii) if to the Company:

                           Rayovac Corporation
                           601 Rayovac Drive
                           Madison, Wisconsin 53711

                           Facsimile: (608) 278-6666
                           Attention: General Counsel

                           With a copy to:

                           Skadden, Arps, Slate, Meagher & Flom LLP
                           One Beacon Street, 31st Floor
                           Boston, MA 02108

                           Telecopier No.: (617) 573-4822
                           Attention: Margaret Brown

         All such notices and communications shall be deemed to have been duly
given: at the time delivered by hand, if personally delivered; five Business
Days after being deposited in the mail, postage prepaid, if mailed; when
answered back, if telexed; when receipt acknowledged, if

                                       19


telecopied; and on the next Business Day, if timely delivered to an air courier
guaranteeing overnight delivery.

         Copies of all such notices, demands or other communications shall be
concurrently delivered by the Person giving the same to the Trustee at the
address specified in the Indenture.

         (f) Successors and Assigns. This Agreement shall inure to the benefit
of and be binding upon the successors and assigns of each of the parties,
including without limitation and without the need for an express assignment,
subsequent Holders of Transfer Restricted Securities; provided, however, that
this Agreement shall not inure to the benefit of or be binding upon a successor
or assign of a Holder unless and to the extent such successor or assign acquired
Transfer Restricted Securities from such Holder.

         (g) Counterparts. This Agreement may be executed in any number of
counterparts and by the 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 one and the same agreement.

         (h) Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

         (i) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO THE
CONFLICT OF LAW RULES THEREOF.

         (j) Severability. In the event that any one or more of the provisions
contained herein, or the application thereof in any circumstance, is held
invalid, illegal or unenforceable, the validity, legality and enforceability of
any such provision in every other respect and of the remaining provisions
contained herein shall not be affected or impaired thereby.

         (k) Entire Agreement. This Agreement is intended by the parties as a
final expression of their agreement and intended to be a complete and exclusive
statement of the agreement and understanding of the parties hereto in respect of
the subject matter contained herein. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein
with respect to the registration rights granted by the Company with respect to
the Transfer Restricted Securities. This Agreement supersedes all prior
agreements and understandings between the parties with respect to such subject
matter.

                                       20


         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first written above.

                                              RAYOVAC CORPORATION

                                              By: /s/ James T. Lucke
                                                  ------------------------------
                                                  Name:  James T. Lucke
                                                  Title: Secretary

                                              ROV HOLDING, INC.

                                              By: /s/ James T. Lucke
                                                  ------------------------------
                                                  Name:  James T. Lucke
                                                  Title: Secretary

                                              ROVCAL, INC.

                                              By: /s/ James T. Lucke
                                                  ------------------------------
                                                  Name:  James T. Lucke
                                                  Title: Secretary

                                              VESTAR SHAVER CORP.

                                              By: /s/ James T. Lucke
                                                  ------------------------------
                                                  Name:  James T. Lucke
                                                  Title: Secretary

                                       21


                                              VESTAR RAZOR CORP.

                                              By: /s/ James T. Lucke
                                                  ------------------------------
                                                  Name:  James T. Lucke
                                                  Title: Secretary

                                              REMINGTON PRODUCTS COMPANY, L.L.C.

                                              By: /s/ James T. Lucke
                                                  ------------------------------
                                                  Name:  James T. Lucke
                                                  Title: Secretary

                                              REMINGTON CAPITAL CORPORATION

                                              By: /s/ James T. Lucke
                                                  ------------------------------
                                                  Name:  James T. Lucke
                                                  Title: Secretary

                                              REMINGTON RAND CORPORATION

                                              By: /s/ James T. Lucke
                                                  ------------------------------
                                                  Name:  James T. Lucke
                                                  Title: Secretary

                                              REMINGTON CORPORATION, L.L.C.

                                              By: /s/ James T. Lucke
                                                  ---------------------------
                                                  Name:  James T. Lucke
                                                  Title: Secretary

                                       22


         The foregoing Registration Rights Agreement is hereby confirmed and
accepted as of the date first above written:

BANC OF AMERICA SECURITIES LLC
CITIGROUP GLOBAL CAPITAL MARKETS INC.
ABN AMRO INCORPORATED

By: Banc of America Securities LLC

By: /s/ Bradford D. Jones
    ------------------------
    Managing Director

                                       23


                                   SCHEDULE A



GUARANTOR                             JURISDICTION OF INCORPORATION
- ---------                             -----------------------------
                                   
ROV Holding, Inc.                     Delaware
Rovcal, Inc.                          California
Vestar Shaver Corp.                   Delaware
Vestar Razor Corp.                    Delaware
Remington Products Company, L.L.C.    Delaware
Remington Capital Corporation         Delaware
Remington Rand Corporation            Delaware
Remington Corporation, L.L.C.         Delaware


                                       24

EX-4.2

                                                                     EXHIBIT 4.2

                               RAYOVAC CORPORATION

                    8 1/2% SENIOR SUBORDINATED NOTES DUE 2013

                       -----------------------------------

                                    INDENTURE

                         Dated as of September 30, 2003

                       -----------------------------------

                         U.S. BANK NATIONAL ASSOCIATION

                                     TRUSTEE



                             CROSS-REFERENCE TABLE*



Trust Indenture Act                                                                                  Indenture
     Section                                                                                          Section
                                                                                                  
310(a)(1)..........................................................................................     7.10
   (a)(2)..........................................................................................     7.10
   (a)(5)..........................................................................................     7.10
   (b).............................................................................................     7.10
   (c).............................................................................................     N.A.
311(a).............................................................................................     7.11
   (b).............................................................................................     7.11
312(a).............................................................................................     2.05
   (b).............................................................................................    12.03
   (c).............................................................................................    12.03
313(a).............................................................................................     7.06
   (b)(2)..........................................................................................     7.06
   (c).............................................................................................     7.06
                                                                                                       12.02
   (d).............................................................................................     7.06
314(a).............................................................................................     4.03
                                                                                                       12.05
   (c)(1)..........................................................................................    12.04
   (c)(2)..........................................................................................    12.04
   (e).............................................................................................    12.05
316(a)(last sentence)..............................................................................     2.09
   (a)(1)(A).......................................................................................     6.05
   (a)(1)(B).......................................................................................     6.04
317(a)(1)..........................................................................................     6.08


- ------------------------
* This Cross-Reference Table is not part of this Indenture.



                                TABLE OF CONTENTS

                                                                                                                  
                                                        ARTICLE 1
                                       DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.     Definitions....................................................................................     1
Section 1.02.     Other Definitions..............................................................................    21
Section 1.03.     Incorporation by Reference of Trust Indenture Act..............................................    22
Section 1.04.     Rules of Construction..........................................................................    22

                                                        ARTICLE 2
                                                        THE NOTES

Section 2.01.     Form and Dating................................................................................    23
Section 2.02.     Execution and Authentication...................................................................    24
Section 2.03.     Registrar and Paying Agent.....................................................................    25
Section 2.04.     Paying Agent to Hold Money in Trust............................................................    25
Section 2.05.     Holder Lists...................................................................................    25
Section 2.06.     Transfer and Exchange..........................................................................    25
Section 2.07.     Replacement Notes..............................................................................    38
Section 2.08.     Outstanding Notes..............................................................................    39
Section 2.09.     Treasury Notes.................................................................................    39
Section 2.10.     Certificated Notes.............................................................................    39
Section 2.11.     Temporary Notes................................................................................    40
Section 2.12.     Cancellation...................................................................................    41
Section 2.13.     Defaulted Interest.............................................................................    41
Section 2.14.     CUSIP and ISIN Numbers.........................................................................    41
Section 2.15.     Deposit of Moneys..............................................................................    41
Section 2.16.     Computation of Interest........................................................................    42

                                                        ARTICLE 3
                                                REDEMPTION AND PREPAYMENT

Section 3.01.     Notices to Trustee.............................................................................    42
Section 3.02.     Selection of Notes to Be Redeemed..............................................................    42
Section 3.03.     Notice of Redemption...........................................................................    42
Section 3.04.     Effect of Notice of Redemption.................................................................    43
Section 3.05.     Deposit of Redemption Price....................................................................    43
Section 3.06.     Notes Redeemed in Part.........................................................................    44
Section 3.07.     Optional Redemption............................................................................    44
Section 3.08.     Mandatory Redemption...........................................................................    44
Section 3.09.     Offer to Purchase..............................................................................    44

                                                        ARTICLE 4
                                                        COVENANTS

Section 4.01.     Payment of Notes...............................................................................    46
Section 4.02.     Maintenance of Office or Agency................................................................    46



                                        i



                                                                                                                  
Section 4.03.     Reports........................................................................................    47
Section 4.04.     Compliance Certificate.........................................................................    47
Section 4.05.     Taxes..........................................................................................    48
Section 4.06.     Stay, Extension and Usury Laws.................................................................    48
Section 4.07.     Restricted Payments............................................................................    48
Section 4.08.     Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries......................    51
Section 4.09.     Incurrence of Indebtedness and Issuance of Preferred Stock.....................................    53
Section 4.10.     Asset Sales....................................................................................    55
Section 4.11.     Transactions with Affiliates...................................................................    57
Section 4.12.     Liens..........................................................................................    58
Section 4.13.     Corporate Existence............................................................................    58
Section 4.14.     Offer to Repurchase upon Change of Control.....................................................    58
Section 4.15.     Limitation on Senior Subordinated Debt.........................................................    59
Section 4.16.     Designation of Restricted and Unrestricted Subsidiaries........................................    59
Section 4.17.     Payments for Consent...........................................................................    61
Section 4.18.     Business Activities............................................................................    61
Section 4.19.     Limitation on Issuances and Sales of Equity Interests in Restricted Subsidiaries...............    61
Section 4.20.     Additional Note Guarantees.....................................................................    62

                                                        ARTICLE 5
                                                       SUCCESSORS

Section 5.01.     Merger, Consolidation or Sale of Assets........................................................    63
Section 5.02.     Successor Corporation Substituted..............................................................    64

                                                        ARTICLE 6
                                                  DEFAULTS AND REMEDIES

Section 6.01.     Events of Default..............................................................................    64
Section 6.02.     Acceleration...................................................................................    66
Section 6.03.     Other Remedies.................................................................................    67
Section 6.04.     Waiver of Past Defaults........................................................................    67
Section 6.05.     Control by Majority............................................................................    67
Section 6.06.     Limitation on Suits............................................................................    68
Section 6.07.     Rights of Holders of Notes to Receive Payment..................................................    68
Section 6.08.     Collection Suit by Trustee.....................................................................    68
Section 6.09.     Trustee May File Proofs of Claim...............................................................    68
Section 6.10.     Priorities.....................................................................................    69
Section 6.11.     Undertaking for Costs..........................................................................    69
Section 6.12.     Restoration of Rights and Remedies.............................................................    70
Section 6.13.     Rights and Remedies Cumulative.................................................................    70
Section 6.14.     Delay or Omission Not Waiver...................................................................    70
Section 6.15.     Record Date....................................................................................    70



                                       ii



                                                                                                                  
                                                        ARTICLE 7
                                                         TRUSTEE

Section 7.01.     Duties of Trustee..............................................................................    70
Section 7.02.     Rights of Trustee..............................................................................    71
Section 7.03.     Individual Rights of Trustee...................................................................    72
Section 7.04.     Trustee's Disclaimer...........................................................................    72
Section 7.05.     Notice of Defaults.............................................................................    72
Section 7.06.     Reports by Trustee to the Holders of the Notes.................................................    73
Section 7.07.     Compensation and Indemnity.....................................................................    73
Section 7.08.     Replacement of Trustee.........................................................................    74
Section 7.09.     Successor Trustee by Merger, Etc...............................................................    75
Section 7.10.     Eligibility; Disqualification..................................................................    75
Section 7.11.     Preferential Collection of Claims Against Company..............................................    75

                                                        ARTICLE 8
                               LEGAL DEFEASANCE AND COVENANT DEFEASANCE; SATISFACTION AND
                                                        DISCHARGE

Section 8.01.     Option to Effect Legal Defeasance or Covenant Defeasance.......................................    75
Section 8.02.     Legal Defeasance and Discharge.................................................................    76
Section 8.03.     Covenant Defeasance............................................................................    76
Section 8.04.     Conditions to Legal Defeasance or Covenant Defeasance..........................................    77
Section 8.05.     Satisfaction and Discharge of Indenture........................................................    78
Section 8.06.     Survival of Certain Obligations................................................................    79
Section 8.07.     Acknowledgment of Discharge by Trustee.........................................................    79
Section 8.08.     Deposited Money and Cash Equivalents to Be Held in Trust; Other Miscellaneous Provisions.......    79
Section 8.09.     Repayment to Company...........................................................................    80
Section 8.10.     Indemnity for Government Securities............................................................    80
Section 8.11.     Reinstatement..................................................................................    80

                                                        ARTICLE 9
                                            AMENDMENT, SUPPLEMENT AND WAIVER

Section 9.01.     Without Consent of Holders of Notes............................................................    80
Section 9.02.     With Consent of Holders of Notes...............................................................    81
Section 9.03.     Compliance with Trust Indenture Act............................................................    83
Section 9.04.     Revocation and Effect of Consents..............................................................    83
Section 9.05.     Notation on or Exchange of Notes...............................................................    83
Section 9.06.     Trustee to Sign Amendments, Etc................................................................    83

                                                       ARTICLE 10
                                                      SUBORDINATION

Section 10.01.    Agreement to Subordinate.......................................................................    84
Section 10.02.    Liquidation; Dissolution; Bankruptcy...........................................................    84



                                       iii



                                                                                                                  
Section 10.03.    Default on Designated Senior Debt..............................................................    84
Section 10.04.    Acceleration of Securities.....................................................................    85
Section 10.05.    When Distribution Must Be Paid Over............................................................    85
Section 10.06.    Notice by the Company..........................................................................    86
Section 10.07.    Subrogation....................................................................................    86
Section 10.08.    Relative Rights................................................................................    86
Section 10.09.    Subordination May Not Be Impaired by the Company...............................................    86
Section 10.10.    Distribution or Notice to Representative.......................................................    86
Section 10.11.    Rights of Trustee and Paying Agent.............................................................    87
Section 10.12.    Authorization to Effect Subordination..........................................................    87

                                                       ARTICLE 11
                                                     NOTE GUARANTEES

Section 11.01.    Guarantee......................................................................................    87
Section 11.02.    Subordination of Note Guarantee................................................................    88
Section 11.03.    Limitation on Guarantor Liability..............................................................    88
Section 11.04.    Execution and Delivery of Note Guarantee.......................................................    89
Section 11.05.    Releases Following Sale of Assets..............................................................    89
Section 11.06.    Additional Guarantors..........................................................................    89
Section 11.07.    Notation Not Required..........................................................................    90
Section 11.08.    Successors and Assigns.........................................................................    90
Section 11.09.    No Waiver......................................................................................    90
Section 11.10.    Modification...................................................................................    90

                                                       ARTICLE 12
                                                      MISCELLANEOUS

Section 12.01.    Trust Indenture Act Controls...................................................................    90
Section 12.02.    Notices........................................................................................    91
Section 12.03.    Communication by Holders of Notes with Other Holders of Notes..................................    92
Section 12.04.    Certificate and Opinion as to Conditions Precedent.............................................    92
Section 12.05.    Statements Required in Certificate or Opinion..................................................    92
Section 12.06.    Rules by Trustee and Agents....................................................................    93
Section 12.07.    No Personal Liability of Directors, Officers, Employees and Stockholders.......................    93
Section 12.08.    Governing Law..................................................................................    93
Section 12.09.    No Adverse Interpretation of Other Agreements..................................................    93
Section 12.10.    Successors.....................................................................................    93
Section 12.11.    Severability...................................................................................    93
Section 12.12.    Counterpart Originals..........................................................................    93
Section 12.13.    Table of Contents, Headings, Etc...............................................................    93



                                       iv



                                    EXHIBITS

Exhibit A         FORM OF NOTE
Exhibit B         FORM OF CERTIFICATE OF TRANSFER
Exhibit C         FORM OF CERTIFICATE OF EXCHANGE
Exhibit D         FORM OF NOTE GUARANTEE
Exhibit E         FORM OF SUPPLEMENTAL INDENTURE

Schedule I        GUARANTORS

                                        v



                  INDENTURE dated as of September 30, 2003 among Rayovac
Corporation, a Wisconsin corporation (the "Company"), the Guarantors listed in
Schedule I hereto and U.S. Bank National Association, as trustee (the
"Trustee").

                  The Company, the Guarantors and the Trustee agree as follows
for the benefit of each other and for the equal and proportionate benefit of the
Holders of the 8 1/2% Senior Subordinated Notes due 2013 and the Exchange Notes
(as defined herein).

                                    ARTICLE 1

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  Section 1.01.     Definitions.

                  "144A Global Note" means a global note in the form of Exhibit
A hereto bearing the Global Note Legend and the Private Placement Legend and
deposited with or on behalf of, and registered in the name of, the Depositary or
its nominee that shall be issued in a denomination equal to the outstanding
principal amount of the Notes sold in reliance on Rule 144A.

                  "Acquired Debt" means, with respect to any specified Person:

                  (a)      Indebtedness of any other Person existing at the time
         such other Person is merged with or into, or becomes a Subsidiary of,
         such specified Person, whether or not such Indebtedness is incurred in
         connection with, or in contemplation of, such other Person merging with
         or into, or becoming a Subsidiary of, such specified Person; and

                  (b)      Indebtedness secured by a Lien encumbering any asset
         acquired by such specified Person.

                  "Additional Notes" means an unlimited maximum aggregate
principal amount of Notes (other than the Notes issued on the Issue Date) issued
under this Indenture in accordance with Sections 2.02 and subject to Section
4.09 hereof.

                  "Affiliate" of any specified Person means (a) any other Person
directly or indirectly controlling or controlled by or under direct or indirect
common control with such specified Person or (b) any executive officer or
director of such specified Person. For purposes of this definition, "control,"
as used with respect to any Person, shall mean the possession, directly or
indirectly, of the power to direct or cause the direction of the management or
policies of such Person, whether through the ownership of voting securities, by
agreement or otherwise; provided that beneficial ownership of 10% or more of the
Voting Stock of a Person shall be deemed to be control. For purposes of this
definition, the terms "controlling," "controlled by" and "under common control
with" shall have correlative meanings; provided further that each of Paula
Grundstucksverwaltungsgesellschaft mbH & Co. Vermietungs-KG, Mannheim and ROSATA
Grundstucksvermietungsgesellschaft mbH & Co. Object Dischingen KG, Dusseldorf,
shall not be deemed Affiliates of the Company or any of its Restricted
Subsidiaries solely by



virtue of the beneficial ownership by the Company or its Restricted Subsidiaries
of up to 20% of the Voting Stock of each entity.

                  "Agent" means any Registrar, Paying Agent or co-registrar.

                  "Applicable Procedures" means, with respect to any transfer or
exchange of or for beneficial interests in any Global Note, the rules and
procedures of the Depositary, Euroclear and Clearstream that apply to such
transfer or exchange.

                  "Asset Sale" means:

                  (a)      the sale, lease, conveyance or other disposition of
         any property or assets; provided that the sale, conveyance or other
         disposition of all or substantially all of the assets of the Company
         and its Restricted Subsidiaries, taken as a whole, shall be governed by
         the provisions of Section 4.14 and/or Section 5.01 and not by the
         provisions of Section 4.10; and

                  (b)      the issuance of Equity Interests by any of the
         Company's Restricted Subsidiaries or the sale by the Company or any
         Restricted Subsidiary of Equity Interests in any of its Subsidiaries.

                  Notwithstanding the preceding, the following items shall be
deemed not to be Asset Sales:

                  (i)      any single transaction or series of related
         transactions that involves assets having a fair market value of less
         than $5.0 million;

                  (ii)     a transfer of assets between or among the Company and
         its Restricted Subsidiaries;

                  (iii)    an issuance of Equity Interests by a Restricted
         Subsidiary to the Company or to another Restricted Subsidiary of the
         Company;

                  (iv)     the sale, lease or other disposition of equipment,
         inventory, accounts receivable or other assets in the ordinary course
         of business;

                  (v)      the sale or other disposition of Cash Equivalents;

                  (vi)     a Restricted Payment that is permitted by Section
         4.07;

                  (vii)    any sale or disposition of any property or equipment
         that has become damaged, worn out, obsolete or otherwise unsuitable or
         no longer required for use in the ordinary course of the business of
         the Company or its Restricted Subsidiaries;

                  (viii)   the licensing of intellectual property in the
         ordinary course of business;

                  (ix)     any sale or other disposition deemed to occur with
         creating or granting a Lien not otherwise prohibited by this Indenture;
         and

                                       2



                  (x)      upon the termination of the VARTA joint venture with
         VARTA AG, the sale, transfer or other disposition of the Equity
         Interests in FinanceCo (as defined in the VARTA Joint Venture
         Agreement) and the forgiveness of any loans owed by VARTA AG, in each
         case pursuant to, and in accordance with the terms of, the VARTA Joint
         Venture Agreement as in effect on the Issue Date.

                  "Bankruptcy Law" means any law relating to bankruptcy,
insolvency, receivership, winding-up, liquidation, reorganization or relief of
debtors or any amendment to, succession to or change in any such law, including,
without limitation, the state bankruptcy law of the Company or the Guarantor's
jurisdiction and title 11, United States Bankruptcy Code of 1978, as amended.

                  "Beneficial Owner" has the meaning assigned to such term in
Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the
beneficial ownership of any particular "person" (as that term is used in Section
13(d)(3) of the Exchange Act), such "person" shall be deemed to have beneficial
ownership of all securities that such "person" has the right to acquire by
conversion or exercise of other securities, whether such right is currently
exercisable or is exercisable only upon the occurrence of a subsequent
condition. The terms "Beneficially Owns" and "Beneficially Owned" shall have a
corresponding meaning.

                  "Board of Directors" means (a) with respect to a corporation,
the board of directors of the corporation; (b) with respect to a partnership,
the Board of Directors of the general partner of the partnership; and (c) with
respect to any other Person, the board or committee of such Person serving a
similar function.

                  "Broker-Dealer" has the meaning set forth in the Registration
Rights Agreement.

                  "Business Day" means any day other than a Legal Holiday.

                  "Capital Lease Obligation" means, at the time any
determination thereof is to be made, the amount of the liability in respect of a
capital lease that would at that time be required to be capitalized on a balance
sheet in accordance with GAAP.

                  "Capital Stock" means (a) in the case of a corporation,
corporate stock; (b) in the case of an association or business entity, any and
all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock; (c) in the case of a partnership or limited
liability company, partnership or membership interests (whether general or
limited); and (d) any other interest or participation that confers on a Person
the right to receive a share of the profits and losses of, or distributions of
assets of, the issuing Person.

                  "Cash Equivalents" means (a) United States dollars; (b)
securities issued or directly and fully guaranteed or insured by the United
States government or any agency or instrumentality thereof (provided that the
full faith and credit of the United States is pledged in support thereof) having
maturities of not more than six months from the date of acquisition; (c)
certificates of deposit and eurodollar time deposits with maturities of six
months or less from the date of acquisition, bankers' acceptances with
maturities not exceeding six months and overnight bank deposits, in each case,
with any domestic commercial bank having capital and surplus in excess of $500.0
million and a Thomson Bank Watch Rating of "B" or better; (d) repurchase

                                       3



obligations with a term of not more than seven days for underlying securities of
the types described in clauses (b) and (c) above entered into with any financial
institution meeting the qualifications specified in clause (c) above; (e)
commercial paper having the highest rating obtainable from Moody's Investors
Service, Inc. or Standard & Poor's Rating Services and in each case maturing
within nine months after the date of acquisition; (f) marketable direct
obligations issued by any state of the United States of America or any political
subdivision of any such state or any public instrumentality thereof having the
highest ratings obtainable from Moody's or S&P and maturing within six months
from the date of acquisition thereof; and (g) money market funds at least 95% of
the assets of which constitute Cash Equivalents of the kinds described in
clauses (a) through (f) of this definition.

                  "Certificated Note" means a certificated note in registered
certificated form in the name of the Holder thereof and issued in accordance
with Section 2.06 hereof, in the form of Exhibit A hereto, except that such Note
shall not bear the Global Note Legend and shall not have the "Schedule of
Exchanges of Interests in the Global Note" attached thereto.

                  "Change of Control" means the occurrence of any of the
following: (a) the direct or indirect sale, transfer, conveyance or other
disposition (other than by way of merger or consolidation), in one or a series
of related transactions, of all or substantially all of the properties or assets
of the Company and its Restricted Subsidiaries, taken as a whole, to any
"person" (as that term is used in Section 13(d)(3) of the Exchange Act); (b) the
adoption of a plan relating to the liquidation or dissolution of the Company;
(c) any "person" or "group" (as such terms are used in Sections 13(d) and 14(d)
of the Exchange Act) becomes the ultimate Beneficial Owner, directly or
indirectly, of 50% or more of the voting power of the Voting Stock of the
Company; (d) the first day on which a majority of the members of the Board of
Directors of the Company are not Continuing Directors; or (e) the Company
consolidates with, or merges with or into, any Person, or any Person
consolidates with, or merges with or into the Company, in any such event
pursuant to a transaction in which any of the outstanding Voting Stock of the
Company or such other Person is converted into or exchanged for cash, securities
or other property, other than any such transaction where (i) the Voting Stock of
the Company outstanding immediately prior to such transaction is converted into
or exchanged for Voting Stock (other than Disqualified Stock) of the surviving
or transferee Person constituting a majority of the outstanding shares of such
Voting Stock of such surviving or transferee Person (immediately after giving
effect to such issuance) and (ii) immediately after such transaction, no
"person" or "group" (as such terms are used in Sections 13(d) and 14(d) of the
Exchange Act) becomes, directly or indirectly, the ultimate Beneficial Owner of
50% or more of the voting power of the Voting Stock of the surviving or
transferee Person.

                  "Clearstream" means Clearstream Banking, societe anonyme.

                  "Consolidated Cash Flow" means, with respect to any specified
Person for any period, the Consolidated Net Income of such Person for such
period plus, without duplication: (a) provision for taxes based on income or
profits of such Person and its Restricted Subsidiaries for such period, to the
extent that such provision for taxes was deducted in computing such Consolidated
Net Income; plus (b) Fixed Charges of such Person and its Restricted
Subsidiaries for such period, to the extent that any such Fixed Charges were
deducted in computing such Consolidated Net Income; plus (c) depreciation,
amortization (including amortization of

                                       4



goodwill and other intangibles but excluding amortization of prepaid cash
expenses that were paid in a prior period) and other non-cash expenses
(excluding any special charges and additional restructuring charges referred to
in clauses (d) and (e) without giving effect to the provisos, and any such
non-cash expense to the extent that it represents an accrual of or reserve for
cash expenses in any future period or amortization of a prepaid cash expense
that was paid in a prior period) of such Person and its Restricted Subsidiaries
for such period to the extent that such depreciation, amortization and other
non-cash expenses were deducted in computing such Consolidated Net Income; plus
(d) special charges included on the face of the Company's consolidated statement
of operations for its fiscal years ended September 30, 2002 and 2003 furnished
to Holders as provided under Section 4.03 and, in the case of fiscal 2003,
additional restructuring charges related to markdown monies included as a
reduction of net sales, to the extent such special charges and additional
restructuring charges were deducted in computing Consolidated Net Income for
such period; provided that the maximum aggregate amount of such special charges
and additional restructuring charges for the fiscal year ended September 30,
2003 shall not exceed $42.0 million; plus (e) special charges related to the
acquisition of Remington incurred during any period after June 30, 2003, and
prior to September 30, 2005, and included on the face of the Company's
consolidated statement of operations furnished to Holders as provided under
Section 4.03, to the extent such special charges were deducted in computing
Consolidated Net Income for such period; provided that the maximum aggregate
amount of such special charges shall not exceed $35.0 million; minus (f)
non-cash items increasing such Consolidated Net Income for such period, other
than the accrual of revenue consistent with past practice, in each case, on a
consolidated basis and determined in accordance with GAAP.

                  Notwithstanding the preceding, the provision for taxes based
on the income or profits of, and the depreciation and amortization and other
non-cash expenses of, a Restricted Subsidiary of the Company shall be added to
Consolidated Net Income to compute Consolidated Cash Flow of the Company (A) in
the same proportion that the Net Income of such Restricted Subsidiary was added
to compute such Consolidated Net Income of the Company and (B) only to the
extent that a corresponding amount would be permitted at the date of
determination to be dividended or distributed to the Company by such Restricted
Subsidiary without prior governmental approval (that has not been obtained), and
without direct or indirect restriction pursuant to the terms of its charter and
all agreements, instruments, judgments, decrees, orders, statutes, rules and
governmental regulations applicable to that Subsidiary or its stockholders.

                  "Consolidated Net Income" means, with respect to any specified
Person for any period, the aggregate of the Net Income of such Person and its
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided that:

                  (a)      the Net Income (but not loss) of any Person that is
         not a Restricted Subsidiary or that is accounted for by the equity
         method of accounting shall be included only to the extent of the amount
         of dividends or distributions paid in cash to the specified Person or a
         Restricted Subsidiary thereof;

                  (b)      the Net Income of any Restricted Subsidiary shall be
         excluded to the extent that the declaration or payment of dividends or
         similar distributions by that Restricted Subsidiary of that Net Income
         is not at the date of determination permitted without any prior
         governmental approval (that has not been obtained) or, directly or

                                       5



         indirectly, by operation of the terms of its charter or any agreement,
         instrument, judgment, decree, order, statute, rule or governmental
         regulation applicable to that Restricted Subsidiary or its
         equityholders;

                  (c)      the Net Income of any Person acquired during the
         specified period for any period prior to the date of such acquisition
         shall be excluded;

                  (d)      the cumulative effect of a change in accounting
         principles shall be excluded; and

                  (e)      notwithstanding clause (a) above, the Net Income (but
         not loss) of any Unrestricted Subsidiary shall be excluded, whether or
         not distributed to the specified Person or one of its Subsidiaries.

                  "Consolidated Net Tangible Assets" of any Person means, as of
any date, the amount which, in accordance with GAAP, would be set forth under
the caption "Total Assets" (or any like caption) on a consolidated balance sheet
of such Person and its Restricted Subsidiaries, as of the end of the most
recently ended fiscal quarter for which internal financial statements are
available, less (a) all intangible assets, including, without limitation,
goodwill, organization costs, patents, trademarks, copyrights, franchises, and
research and development costs and (b) current liabilities.

                  "Continuing Directors" means, as of any date of determination,
any member of the Board of Directors of the Company who (a) was a member of such
Board of Directors on the Issue Date; or (b) was nominated for election or
elected to such Board of Directors with the approval of a majority of the
Continuing Directors who were members of such Board at the time of such
nomination or election.

                  "Corporate Trust Office of the Trustee" shall be at the
address of the Trustee specified in Section 12.02 hereof or such other address
as to which the Trustee may give notice to the Company.

                  "Credit Agreement" means that certain Third Amended and
Restated Credit Agreement, dated as of October 1, 2002, by and among the
Company, VARTA, LaSalle Bank National Association, as Documentation Agent,
Citicorp North America Inc., as Syndication Agent, and Bank of America, N.A., as
Administrative Agent and the other lenders named therein providing for, as of
the Issue Date, up to $350.0 million and (euro)175.0 million in term loan
borrowings and $110.0 million and (euro)40.0 million of revolving credit
borrowings, including any related notes, Guarantees, collateral documents,
instruments and agreements executed in connection therewith, and in each case as
amended, modified, renewed, refunded, replaced or refinanced from time to time,
regardless of whether such amendment, modification, renewal, refunding,
replacement or refinancing is with the same financial institutions or otherwise.

                  "Credit Facilities" means, one or more debt facilities
(including, without limitation, the Credit Agreement) or commercial paper
facilities, in each case with banks or other institutional lenders providing for
revolving credit loans, term loans, receivables financing (including through the
sale of receivables to such lenders or to special purpose entities formed to
borrow from such lenders against such receivables) or letters of credit, in each
case, as amended,

                                       6



restated, modified, renewed, refunded, replaced or refinanced in whole or in
part from time to time.

                  "Custodian" means the Trustee, as custodian with respect to
the Notes in global form, or any successor entity thereto.

                  "Default" means any event that is, or with the passage of time
or the giving of notice or both would be, an Event of Default.

                  "Depositary" means, with respect to the Notes issuable or
issued in whole or in part in global form, the Person specified in Section 2.03
hereof as the Depositary with respect to the Notes, and any and all successors
thereto appointed as depositary hereunder and having become such pursuant to the
applicable provision of this Indenture.

                  "Designated Senior Debt" means:

                  (a)      any Indebtedness outstanding under the Credit
         Agreement; and

                  (b)      after payment in full of all Obligations under the
         Credit Agreement, any other Senior Debt permitted under this Indenture
         the principal amount of which is $50.0 million or more and that has
         been designated by the Company as "Designated Senior Debt."

                  "Disqualified Stock" means any Capital Stock that, by its
terms (or by the terms of any security into which it is convertible, or for
which it is exchangeable, in each case at the option of the holder thereof), or
upon the happening of any event, matures or is mandatorily redeemable, pursuant
to a sinking fund obligation or otherwise, or redeemable at the option of the
holder thereof, in whole or in part, on or prior to the date that is one year
after the date on which the Notes mature, except to the extent such Capital
Stock is solely redeemable with, or solely exchangeable for, any Equity
Interests of the Company that are not Disqualified Stock. Notwithstanding the
preceding sentence, any Capital Stock that would constitute Disqualified Stock
solely because the holders thereof have the right to require the Company to
repurchase such Capital Stock upon the occurrence of a change of control or an
asset sale shall not constitute Disqualified Stock if the terms of such Capital
Stock provide that the Company may not repurchase or redeem any such Capital
Stock pursuant to such provisions unless such repurchase or redemption complies
with Section 4.07. The term "Disqualified Stock" shall also include any options,
warrants or other rights that are convertible into Disqualified Stock or that
are redeemable at the option of the holder, or required to be redeemed, prior to
the date that is one year after the date on which the Notes mature.

                  "Domestic Subsidiary" means any Restricted Subsidiary of the
Company other than a Restricted Subsidiary that is (a) a "controlled foreign
corporation" under Section 957 of the Internal Revenue Code or (b) a Subsidiary
of any such controlled foreign corporation.

                  "Equity Interests" means Capital Stock and all warrants,
options or other rights to acquire Capital Stock (but excluding any debt
security that is convertible into, or exchangeable for, Capital Stock).

                                       7



                  "Equity Offering" means a public or private offer and sale of
common stock (other than Disqualified Stock) of the Company (other than common
stock sold to a Subsidiary of the Company).

                  "Euroclear" means Euroclear S.A./N.V., as operator of the
Euroclear System.

                  "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

                  "Exchange Notes" means the Notes issued in the Exchange Offer
in accordance with Section 2.06(f) hereof.

                  "Exchange Offer" has the meaning set forth in the Registration
Rights Agreement or any similar agreement with respect to any Additional Notes.

                  "Exchange Offer Registration Statement" has the meaning set
forth in the Registration Rights Agreement or any similar agreement with respect
to any Additional Notes.

                  "Existing Indebtedness" means the aggregate principal amount
of Indebtedness of the Company and its Subsidiaries (other than Indebtedness
under the Credit Agreement) in existence on the Issue Date after giving effect
to the acquisition of Remington, the application of the proceeds of the Notes
and any Indebtedness under the Credit Agreement borrowed on the Issue Date,
until such amounts are repaid.

                  "fair market value" means the price that would be paid in an
arm's-length transaction between an informed and willing seller under no
compulsion to sell and an informed and willing buyer under no compulsion to buy,
as determined in good faith by the Board of Directors, whose determination shall
be conclusive if evidenced by a Board Resolution.

                  "Fixed Charge Coverage Ratio" means, with respect to any
specified Person for any period, the ratio of the Consolidated Cash Flow of such
Person for such period to the Fixed Charges of such Person for such period. In
the event that the specified Person or any of its Subsidiaries incurs, assumes,
Guarantees, repays, repurchases or redeems any Indebtedness or issues,
repurchases or redeems preferred stock subsequent to the commencement of the
period for which the Fixed Charge Coverage Ratio is being calculated and on or
prior to the date on which the event for which the calculation of the Fixed
Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge
Coverage Ratio shall be calculated giving pro forma effect to such incurrence,
assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or
such issuance, repurchase or redemption of preferred stock, and the use of the
proceeds therefrom as if the same had occurred at the beginning of the
applicable four-quarter reference period.

                  In addition, for purposes of calculating the Fixed Charge
Coverage Ratio:

                  (a)      acquisitions and dispositions of business entities or
         property and assets constituting a division or line of business of any
         Person that have been made by the specified Person or any of its
         Restricted Subsidiaries, including through mergers or consolidations
         and including any related financing transactions, during the
         four-quarter reference period or subsequent to such reference period
         and on or prior to the Calculation

                                       8



         Date shall be given pro forma effect as if they had occurred on the
         first day of the four-quarter reference period and Consolidated Cash
         Flow for such reference period shall be calculated on a pro forma basis
         in accordance with Regulation S-X under the Securities Act, but without
         giving effect to clause (c) of the proviso set forth in the definition
         of Consolidated Net Income; (b) the Consolidated Cash Flow attributable
         to discontinued operations, as determined in accordance with GAAP,
         shall be excluded; (c) the Fixed Charges attributable to discontinued
         operations, as determined in accordance with GAAP shall be excluded,
         but only to the extent that the obligations giving rise to such Fixed
         Charges shall not be obligations of the specified Person or any of its
         Subsidiaries following the Calculation Date; and (d) consolidated
         interest expense attributable to interest on any Indebtedness (whether
         existing or being incurred) computed on a pro forma basis and bearing a
         floating interest rate shall be computed as if the rate in effect on
         the Calculation Date (taking into account any interest rate option,
         swap, cap or similar agreement applicable to such Indebtedness if such
         agreement has a remaining term in excess of 12 months or, if shorter,
         at least equal to the remaining term of such Indebtedness) had been the
         applicable rate for the entire period.

                  "Fixed Charges" means, with respect to any specified Person
for any period, the sum, without duplication, of (a) the consolidated interest
expense of such Person and its Restricted Subsidiaries for such period, whether
paid or accrued, including, without limitation, amortization of debt issuance
costs and original issue discount, non-cash interest payments, the interest
component of any deferred payment obligations, the interest component of all
payments associated with Capital Lease Obligations, commissions, discounts and
other fees and charges incurred in respect of letter of credit or bankers'
acceptance financings, and net of the effect of all payments made, received or
accrued in connection with Hedging Obligations; plus (b) the consolidated
interest of such Person and its Restricted Subsidiaries that was capitalized
during such period; plus (c) any interest expense on Indebtedness of another
Person that is Guaranteed by such Person or one of its Restricted Subsidiaries
or secured by a Lien on assets of such Person or one of its Restricted
Subsidiaries, whether or not such Guarantee or Lien is called upon; plus (d) the
product of (i) all dividends, whether paid or accrued and whether or not in
cash, on any series of Disqualified Stock or preferred stock of such Person or
any of its Restricted Subsidiaries, other than (A) dividends on Equity Interests
payable solely in Equity Interests of the Company (other than Disqualified
Stock) or (B) dividends to the Company or a Restricted Subsidiary of the
Company, times (ii) a fraction, the numerator of which is one and the
denominator of which is one minus the then current combined federal, state and
local statutory tax rate of such Person, expressed as a decimal, in each case,
on a consolidated basis and in accordance with GAAP; provided that Fixed Charges
shall not include any interest expense of, or dividends paid by, VARTA to VARTA
AG to the extent that the Company or a Restricted Subsidiary of the Company
receives interest or dividends in cash from VARTA AG in connection with the
VARTA Joint Venture Agreement as in effect on the Issue Date.

                  "Foreign Subsidiary" means any Restricted Subsidiary of the
Company other than a Domestic Subsidiary.

                  "GAAP" means generally accepted accounting principles set
forth in the opinions and pronouncements of the Accounting Principles Board of
the American Institute of Certified Public Accountants, the opinions and
pronouncements of the Public Company Accounting

                                       9



Oversight Board and in the statements and pronouncements of the Financial
Accounting Standards Board or in such other statements by such other entity as
have been approved by a significant segment of the accounting profession, which
are in effect on the Issue Date.

                  "Global Note Legend" means the legend set forth in Section
2.06(g)(ii), which is required to be placed on all Global Notes issued under
this Indenture.

                  "Global Notes" means, individually and collectively, each of
the Restricted Global Notes and the Unrestricted Global Notes, issued in
accordance with certain sections of this Indenture and deposited with or on
behalf of, and registered in the name of, the Depositary or its nominee.

                  "Government Securities" means direct obligations of, or
obligations guaranteed by, the United States of America for the payment of which
guarantee or obligations the full faith and credit of the United States is
pledged.

                  "Guarantee" means, as to any Person, a guarantee other than by
endorsement of negotiable instruments for collection in the ordinary course of
business, direct or indirect, in any manner including, without limitation, by
way of a pledge of assets or through letters of credit or reimbursement
agreements in respect thereof, of all or any part of any Indebtedness of another
Person.

                  "Guarantors" means:

                  (a)      each direct or indirect Domestic Subsidiary of the
         Company on the Issue Date; and

                  (b)      any other subsidiary that executes a Note Guarantee
         in accordance with the provisions of this Indenture;

         and their respective successors and assigns until released from their
obligations under their Note Guarantees and this Indenture in accordance with
the terms of this Indenture.

         "Hedging Obligations" means, with respect to any specified Person, the
obligations of such Person under (a) interest rate swap agreements, interest
rate cap agreements, interest rate collar agreements and other agreements or
arrangements designed for the purpose of fixing, hedging or swapping interest
rate risk; (b) commodity swap agreements, commodity option agreements, forward
contracts and other agreements or arrangements designed for the purpose of
fixing, hedging or swapping commodity price risk; and (c) foreign exchange
contracts, currency swap agreements and other agreements or arrangements
designed for the purpose of fixing, hedging or swapping foreign currency
exchange rate risk.

                  "Holder" means a Person in whose name a Note is registered.

                  "incur" means, with respect to any Indebtedness, to incur,
create, issue, assume, Guarantee or otherwise become directly or indirectly
liable for or with respect to, or become responsible for, the payment of,
contingently or otherwise, such Indebtedness; provided that (a) any Indebtedness
of a Person existing at the time such Person becomes a Restricted Subsidiary of

                                       10



the Company shall be deemed to be incurred by such Restricted Subsidiary at the
time it becomes a Restricted Subsidiary of the Company; and (b) neither the
accrual of interest nor the accretion of original issue discount nor the payment
of interest in the form of additional Indebtedness with the same terms and the
payment of dividends on Disqualified Stock in the form of additional shares of
the same class of Disqualified Stock (to the extent provided for when the
Indebtedness or Disqualified Stock on which such interest or dividend is paid
was originally issued) shall be considered an incurrence of Indebtedness;
provided that in each case the amount thereof is for all other purposes included
in the Fixed Charges and Indebtedness of the Company or its Restricted
Subsidiary as accrued.

                  "Indebtedness" means, with respect to any specified Person,
any indebtedness of such Person, whether or not contingent:

                  (a)      in respect of borrowed money;

                  (b)      evidenced by bonds, notes, debentures or similar
         instruments or letters of credit (or reimbursement agreements in
         respect thereof), but excluding obligations with respect to letters of
         credit (including trade letters of credit) securing obligations entered
         into in the ordinary course of business of such Person to the extent
         such letters of credit are not drawn upon or, if drawn upon, to the
         extent such drawing is reimbursed no later than the fifth Business Day
         following receipt by such Person of a demand for reimbursement);

                  (c)      in respect of banker's acceptances;

                  (d)      in respect of Capital Lease Obligations and
         Attributable Debt;

                  (e)      in respect of the balance deferred and unpaid of the
         purchase price of any property, except any such balance that
         constitutes an accrued expense or trade payable;

                  (f)      representing Hedging Obligations, other than Hedging
         Obligations that are incurred in the ordinary course of business for
         the purpose of fixing, hedging or swapping interest rate, commodity
         price or foreign currency exchange rate risk (or to reverse or amend
         any such agreements previously made for such purposes), and not for
         speculative purposes, and that do not increase the Indebtedness of the
         obligor outstanding at any time other than as a result of fluctuations
         in interest rates, commodity prices or foreign currency exchange rates
         or by reason of fees, indemnities and compensation payable thereunder;
         or

                  (g)      representing Disqualified Stock valued at the greater
         of its voluntary or involuntary maximum fixed repurchase price plus
         accrued dividends;

if and to the extent that any of the preceding items (other than letters of
credit and Hedging Obligations) would appear as liability upon a balance sheet
of the specified Person prepared in accordance with GAAP. In addition, the term
"Indebtedness" includes (x) all Indebtedness of others secured by a Lien on any
asset of the specified Person (whether or not such Indebtedness is assumed by
the specified Person), provided that the amount of such Indebtedness shall be
the lesser of (A) the fair market value of such asset at such date of
determination and (B) the amount

                                       11



of such Indebtedness, and (y) to the extent not otherwise included, the
Guarantee by the specified Person of any Indebtedness of any other Person. For
purposes hereof, the "maximum fixed repurchase price" of any Disqualified Stock
which does not have a fixed repurchase price shall be calculated in accordance
with the terms of such Disqualified Stock as if such Disqualified Stock were
purchased on any date on which Indebtedness shall be required to be determined
pursuant to this Indenture, and if such price is based upon, or measured by, the
fair market value of such Disqualified Stock, such fair market value shall be
determined in good faith by the Board of Directors of the issuer of such
Disqualified Stock.

                  The amount of any Indebtedness outstanding as of any date
shall be the outstanding balance at such date of all unconditional obligations
as described above and, with respect to contingent obligations, the maximum
liability upon the occurrence of the contingency giving rise to the obligation,
and shall be:

                  (A)      the accreted value thereof, in the case of any
         Indebtedness issued with original issue discount; and

                  (B)      the principal amount thereof, together with any
         interest thereon that is more than 30 days past due, in the case of any
         other Indebtedness;

provided that Indebtedness shall not include:

                  (1)      any liability for federal, state, local or other
         taxes;

                  (2)      performance, surety or appeal bonds provided in the
         ordinary course of business; or

                  (3)      agreements providing for indemnification, adjustment
         of purchase price or similar obligations, or Guarantees or letters of
         credit, surety bonds or performance bonds securing any obligations of
         the Company or any of its Restricted Subsidiaries pursuant to such
         agreements, in any case incurred in connection with the disposition of
         any business, assets or Restricted Subsidiary (other than Guarantees of
         Indebtedness incurred by any Person acquiring all or any portion of
         such business, assets or Restricted Subsidiary for the purpose of
         financing such acquisition), so long as the principal amount does not
         exceed the gross proceeds actually received by the Company or any
         Restricted Subsidiary in connection with such disposition.

                  "Indenture" means this Indenture, as amended or supplemented
from time to time.

                  "Indirect Participant" means a Person who holds a beneficial
interest in a Global Note through a Participant.

                  "Interest Payment Date" means April 1 and October 1 of each
year to Stated Maturity.

                  "Investments" means, with respect to any Person, all direct or
indirect investments by such Person in other Persons (including Affiliates) in
the forms of loans or other extensions of credit (including Guarantees, but
excluding advances to customers or suppliers in the ordinary

                                       12



course of business that are, in conformity with GAAP, recorded as accounts
receivable, prepaid expenses or deposits on the balance sheet of the Company or
its Restricted Subsidiaries and endorsements for collection or deposit arising
in the ordinary course of business), advances (excluding commission, travel,
payroll and similar advances to officers and employees made consistent with past
practices), capital contributions (by means of any transfer of cash or other
property to others or any payment for property or services for the account or
use of others), purchases or other acquisitions for consideration of
Indebtedness, Equity Interests or other securities, together with all items that
are or would be classified as investments on a balance sheet prepared in
accordance with GAAP.

                  If the Company or any Restricted Subsidiary of the Company
sells or otherwise disposes of any Equity Interests of any direct or indirect
Restricted Subsidiary of the Company such that, after giving effect to any such
sale or disposition, such Person is no longer a Restricted Subsidiary of the
Company, the Company shall be deemed to have made an Investment on the date of
any such sale or disposition equal to the fair market value of the Investment in
such Restricted Subsidiary not sold or disposed of in an amount determined as
provided in Section 4.07. The acquisition by the Company or any Restricted
Subsidiary of the Company of a Person that holds an Investment in a third Person
shall be deemed to be an Investment by the Company or such Restricted Subsidiary
in such third Person only if such Investment was made in contemplation of, or in
connection with, the acquisition of such Person by the Company or such
Restricted Subsidiary and the amount of any such Investment shall be determined
as provided in the final paragraph of Section 4.07.

                  "Issue Date" means the date on which $350.0 million in
aggregate principal amount of the Notes were originally issued under this
Indenture.

                  "Legal Holiday" means a Saturday, a Sunday or a day on which
commercial banks in The City of New York or at a place of payment are authorized
or required by law, regulation or executive order to remain closed. If a payment
date is a Legal Holiday at a place of payment, payment may be made at that place
on the next succeeding day that is not a Legal Holiday, and no interest on such
payment shall accrue for the intervening period.

                  "Letter of Transmittal" means the letter of transmittal to be
prepared by the Company and sent to all Holders of the Notes for use by such
Holders in connection with the Exchange Offer.

                  "Lien" means, with respect to any asset, any mortgage, lien,
pledge, charge, security interest or encumbrance of any kind in respect of such
asset, whether or not filed, recorded or otherwise perfected under applicable
law, including any conditional sale or other title retention agreement, any
lease in the nature thereof, any option or other agreement to sell or give a
security interest in and any filing of or agreement to give any financing
statement under the Uniform Commercial Code (or equivalent statutes) of any
jurisdiction.

                  "Liquidated Damages" means the additional amounts (if any)
payable by the Company in the event of a Registration Default under, and as
defined in, the Registration Rights Agreement.

                                       13



                  "Maturity" means, with respect to any Indebtedness, the date
on which any principal of such Indebtedness becomes due and payable as therein
or herein provided, whether at the Stated Maturity with respect to such
principal or by declaration of acceleration, call for redemption or purchase or
otherwise.

                  "Moody's" means Moody's Investors Service, Inc. or any
successor to the rating agency business thereof.

                  "Net Income" means, with respect to any specified Person, the
net income (loss) of such Person, determined in accordance with GAAP and before
any reduction in respect of preferred stock dividends, excluding, however, (a)
any gain or loss, together with any related provision for taxes on such gain or
loss, realized in connection with (i) any sale of assets outside the ordinary
course of business of such Person; or (ii) the disposition of any securities by
such Person or any of its Restricted Subsidiaries or the extinguishment of any
Indebtedness of such Person or any of its Restricted Subsidiaries; and (b) any
extraordinary gain or loss, together with any related provision for taxes on
such extraordinary gain or loss.

                  "Net Proceeds" means the aggregate cash proceeds, including
payments in respect of deferred payment obligations (to the extent corresponding
to the principal, but not the interest component, thereof) received by the
Company or any of its Restricted Subsidiaries in respect of any Asset Sale
(including, without limitation, any cash received upon the sale or other
disposition of any non-cash consideration received in any Asset Sale), net of
(a) the direct costs relating to such Asset Sale, including, without limitation,
legal, accounting and investment banking fees, and sales commissions, and any
relocation expenses incurred as a result thereof; (b) taxes paid or payable as a
result thereof, in each case, after taking into account any available tax
credits or deductions arising therefrom and any tax sharing arrangements in
connection therewith; (c) amounts required to be applied to the repayment of
Indebtedness or other liabilities, secured by a Lien on the asset or assets that
were the subject of such Asset Sale, or required to be paid as a result of such
sale; and (d) any reserve for adjustment in respect of the sale price of such
asset or assets established in accordance with GAAP.

                  "Non-U.S. Person" means a Person who is not a U.S. Person.

                  "Note Guarantee" means the Guarantee by each Guarantor of the
Company's payment obligations under this Indenture and on the Notes, executed
pursuant to this Indenture.

                  "Notes" means the 8 1/2% Senior Subordinated Notes due 2013 of
the Company issued on the Issue Date, the Exchange Notes and the Additional
Notes. The Notes shall be treated as a single class for all purposes under this
Indenture.

                  "Obligations" means any principal, interest, penalties, fees,
indemnifications, reimbursements, damages and other liabilities payable under
the documentation governing any Indebtedness.

                  "Officer" means, with respect to any Person, the Chairman of
the Board, the Chief Executive Officer, the President, the Chief Operating
Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer,
the Controller, the Secretary or any Vice-President of such Person.

                                       14



                  "Officers' Certificate" means a certificate signed on behalf
of the Company by two Officers of the Company, one of whom must be the principal
executive officer, the principal financial officer, the treasurer, or the
principal accounting officer of the Company, that meets the requirements of
Section 12.05 hereof.

                  "Opinion of Counsel" means an opinion from legal counsel that
meets the requirements of Section 12.05 hereof. The counsel may be an employee
of or counsel to the Company, any subsidiary of the Company or the Trustee.

                  "Participant" means, with respect to the Depositary, Euroclear
or Clearstream, a Person who has an account with the Depositary, Euroclear or
Clearstream, respectively (and, with respect to The Depository Trust Company,
shall include Euroclear and Clearstream).

                  "Permitted Business" means any business conducted or proposed
to be conducted by the Company and its Restricted Subsidiaries on the Issue Date
and other businesses similar or reasonably related, ancillary or incidental
thereto or reasonable extensions thereof.

                  "Permitted Investments" means:

                  (a)      any Investment in the Company or in a Restricted
         Subsidiary of the Company;

                  (b)      any Investment in Cash Equivalents;

                  (c)      any Investment by the Company or any Restricted
         Subsidiary of the Company in a Person, if as a result of such
         Investment:

                           (i)      such Person becomes a Restricted Subsidiary
                  of the Company; or

                           (ii)     such Person is merged, consolidated or
                  amalgamated with or into, or transfers or conveys
                  substantially all of its assets to, or is liquidated into, the
                  Company or a Restricted Subsidiary of the Company;

                  (d)      any Investment made as a result of the receipt of
         non-cash consideration from an Asset Sale that was made pursuant to and
         in compliance with Section 4.10;

                  (e)      Investments to the extent acquired in exchange for
         the issuance of Equity Interests (other than Disqualified Stock) of the
         Company;

                  (f)      Hedging Obligations that are incurred in the ordinary
         course of business for the purpose of fixing, hedging or swapping
         interest rate, commodity price or foreign currency exchange rate risk
         (or to reverse or amend any such agreements previously made for such
         purposes), and not for speculative purposes, and that do not increase
         the Indebtedness of the obligor outstanding at any time other than as a
         result of fluctuations in interest rates, commodity prices or foreign
         currency exchange rates or by reason of fees, indemnities and
         compensation payable thereunder;

                  (g)      stock, obligations or securities received in
         satisfaction of judgments;

                                       15



                  (h)      Investments in securities of trade debtors or
         customers received pursuant to any plan of reorganization or similar
         arrangement upon the bankruptcy or insolvency of such trade creditors
         or customers or in good faith settlement of delinquent obligations of
         such trade debtors or customers or in compromise or resolution of
         litigation, arbitration or other disputes with Persons who are not
         Affiliates; and

                  (i)      other Investments in any Person that is not an
         Affiliate of the Company (other than a Restricted Subsidiary) having an
         aggregate fair market value (measured on the date each such Investment
         was made and without giving effect to subsequent changes in value),
         when taken together with all other Investments made pursuant to this
         clause (i) since the Issue Date, not to exceed $15.0 million.

                  "Permitted Junior Securities" means (a) Equity Interests in
the Company or any Guarantor or any other business entity provided for by a plan
of reorganization; and (b) debt securities of the Company or any Guarantor or
any other business entity provided for by a plan of reorganization that are
subordinated to the payment of all Senior Debt and any debt securities issued in
exchange for Senior Debt to substantially the same extent as, or to a greater
extent than, the Notes and the Note Guarantees are subordinated to Senior Debt
under this Indenture.

                  "Permitted Liens" means:

                  (a)      Liens on the assets of the Company and any Guarantor
         securing Senior Debt that was permitted by the terms of this Indenture
         to be incurred;

                  (b)      Liens in favor of the Company or any Restricted
         Subsidiary;

                  (c)      Liens on property of a Person existing at the time
         such Person is merged with or into or consolidated with the Company or
         any Restricted Subsidiary of the Company; provided that such Liens were
         in existence prior to the contemplation of such merger or consolidation
         and do not extend to any assets other than those of the Person merged
         into or consolidated with the Company or the Restricted Subsidiary;

                  (d)      Liens on property existing at the time of acquisition
         thereof by the Company or any Restricted Subsidiary of the Company,
         provided that such Liens were in existence prior to the contemplation
         of such acquisition and do not extend to any property other than the
         property so acquired by the Company or the Restricted Subsidiary;

                  (e)      Liens existing on the Issue Date; and

                  (f)      Liens incurred in the ordinary course of business of
         the Company or any Restricted Subsidiary of the Company with respect to
         obligations that do not exceed $5.0 million at any one time
         outstanding.

                  "Permitted Refinancing Indebtedness" means any Indebtedness of
the Company or any of its Restricted Subsidiaries issued in exchange for, or the
net proceeds of which are used to extend, refinance, renew, replace, defease or
refund other Indebtedness of the Company or any of its Restricted Subsidiaries
(other than intercompany Indebtedness); provided that:

                                       16



                  (a)      the principal amount (or accreted value, if
         applicable) of such Permitted Refinancing Indebtedness does not exceed
         the principal amount (or accreted value, if applicable) of the
         Indebtedness so extended, refinanced, renewed, replaced, defeased or
         refunded (plus all accrued interest thereon and the amount of any
         reasonably determined premium necessary to accomplish such refinancing
         and such reasonable expenses incurred in connection therewith);

                  (b)      such Permitted Refinancing Indebtedness has a final
         maturity date later than the final maturity date of, and has a Weighted
         Average Life to Maturity equal to or greater than the Weighted Average
         Life to Maturity of, the Indebtedness being extended, refinanced,
         renewed, replaced, defeased or refunded;

                  (c)      if the Indebtedness being extended, refinanced,
         renewed, replaced, defeased or refunded is subordinated in right of
         payment to the Notes or the Note Guarantees, such Permitted Refinancing
         Indebtedness has a final maturity date later than the final maturity
         date of, and is subordinated in right of payment to, the Notes on terms
         at least as favorable to the Holders of Notes as those contained in the
         documentation governing the Indebtedness being extended, refinanced,
         renewed, replaced, defeased or refunded;

                  (d)      if the Indebtedness being extended, refinanced,
         renewed, replaced, defeased or refunded is pari passu in right of
         payment with the Notes or any Note Guarantees, such Permitted
         Refinancing Indebtedness is pari passu with, or subordinated in right
         of payment to, the Notes or such Note Guarantees; and

                  (e)      such Indebtedness is incurred either by the Company
         or by the Restricted Subsidiary who is the obligor on the Indebtedness
         being extended, refinanced, renewed, replaced, defeased or refunded.

                  "Person" means any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization,
limited liability company or government or other entity.

                  "preferred stock" means, with respect to any Person, any
Capital Stock of such Person that has preferential rights to any other Capital
Stock of such Person with respect to dividends or redemption upon liquidation.

                  "Private Placement Legend" means the legend set forth in
Section 2.06(g)(i) to be placed on all Notes issued hereunder except where
otherwise permitted by this Indenture.

                  "QIB" means a "qualified institutional buyer" as defined in
Rule 144A.

                  "Record Date" for the interest payable on any Interest Payment
Date means March 15 or September 15 (whether or not a Business Day), as the case
may be, next preceding such Interest Payment Date.

                                       17



                  "Registration Rights Agreement" means the Registration Rights
Agreement, dated September 30, 2003, among the Company, the Guarantors, Banc of
America Securities LLC, Citigroup Global Capital Markets Inc. and ABN AMRO
Incorporated.

                  "Regulation S" means Regulation S promulgated under the
Securities Act.

                  "Regulation S Global Note" means a Regulation S Temporary
Global Note or a Regulation S Permanent Global Note, as appropriate.

                  "Regulation S Permanent Global Note" means a permanent Global
Note in the form of Exhibit A hereto bearing the Global Note Legend and the
Private Placement Legend and deposited with or on behalf of and registered in
the name of the Depositary or its nominee, issued in a denomination equal to the
outstanding principal amount of the Regulation S Temporary Global Note upon
expiration of the Restricted Period.

                  "Regulation S Temporary Global Note" means a temporary global
Note in the form of Exhibit A hereto bearing the Global Note Legend, the Private
Placement Legend and the Temporary Regulation S Legend and deposited with or on
behalf of and registered in the name of the Depositary or its nominee, issued in
a denomination equal to the outstanding principal amount of the Notes initially
sold in reliance on Rule 903 of Regulation S.

                  "Remington" means Remington Products Company, L.L.C.

                  "Replacement Assets" means (a) non-current assets that shall
be used or useful in a Permitted Business or (b) all or substantially all of the
assets of a Permitted Business or a majority of the Voting Stock of any Person
engaged in a Permitted Business that shall become on the date of acquisition
thereof a Restricted Subsidiary of the Company.

                  "Representative" means the Trustee, agent or representative
for any Senior Debt.

                  "Responsible Officer" when used with respect to the Trustee,
means any officer within the Corporate Trust Administration of the Trustee (or
any successor group of the Trustee) or any other officer of the Trustee
customarily performing functions similar to those performed by any of the above
designated officers and also means, with respect to a particular corporate trust
matter, any other officer to whom such matter is referred because of his
knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Indenture.

                  "Restricted Certificated Note" means a Certificated Note
bearing the Private Placement Legend.

                  "Restricted Global Note" means individually and collectively a
144A Global Note, a Regulation S Permanent Global Note and a Regulation S
Temporary Global Note.

                  "Restricted Investment" means an Investment other than a
Permitted Investment.

                  "Restricted Period" means the 40-day restricted period as
defined in Regulation S.

                                       18



                  "Restricted Subsidiary" of a Person means any Subsidiary of
the referent Person that is not an Unrestricted Subsidiary.

                  "Rule 144" means Rule 144 promulgated under the Securities
Act.

                  "Rule 144A" means Rule 144A promulgated under the Securities
Act.

                  "Rule 903" means Rule 903 promulgated under the Securities
Act.

                  "Rule 904" means Rule 904 promulgated the Securities Act.

                  "S&P" means Standard and Poor's Rating Services or any
successor to the rating agency business thereof and its successors.

                  "Sale and Leaseback Transaction" means, with respect to any
Person, any transaction involving any of the assets or properties of such Person
whether now owned or hereafter acquired, whereby such Person sells or transfers
such assets or properties and then or thereafter leases such assets or
properties or any part thereof or any other assets or properties which such
Person intends to use for substantially the same purpose or purposes as the
assets or properties sold or transferred.

                  "SEC" means the Securities and Exchange Commission.

                  "Securities Act" means the Securities Act of 1933, as amended.

                  "Senior Debt" means:

                  (a)      all Indebtedness of the Company or any Guarantor
         outstanding under Credit Facilities and all Hedging Obligations with
         respect thereto;

                  (b)      any other Indebtedness of the Company or any
         Guarantor permitted to be incurred under the terms of this Indenture,
         unless the instrument under which such Indebtedness is incurred
         expressly provides that it is on a parity with or subordinated in right
         of payment to the Notes or any Note Guarantee; and

                  (c)      all Obligations with respect to the items listed in
         the preceding clauses (a) and (b).

                  Notwithstanding anything to the contrary in the preceding
paragraph, Senior Debt shall not include:

                  (i)      any liability for federal, state, local or other
         taxes owed or owing by the Company or any Guarantor;

                  (ii)     any Indebtedness of the Company or any Guarantor to
         any of their Subsidiaries or other Affiliates;

                  (iii)    any trade payables;

                                       19



                  (iv)     the portion of any Indebtedness that is incurred in
         violation of this Indenture;

                  (v)      any Indebtedness of the Company or any Guarantor
         that, when incurred, was without recourse to the Company or such
         Guarantor; or

                  (vi)     any repurchase, redemption or other obligation in
         respect of Disqualified Stock.

                  "Shelf Registration Statement" means the Shelf Registration
Statement as defined in the Registration Rights Agreement.

                  "Significant Subsidiary" means any Subsidiary that would
constitute a "significant subsidiary" within the meaning of Article 1 of
Regulation S-X of the Securities Act.

                  "Stated Maturity" means, with respect to any installment of
interest or principal on any series of Indebtedness, the date on which such
payment of interest or principal was scheduled to be paid in the original
documentation governing such Indebtedness, and shall not include any contingent
obligations to repay, redeem or repurchase any such interest or principal prior
to the date originally scheduled for the payment thereof.

                  "Subsidiary" means, with respect to any specified Person: (a)
any corporation, association or other business entity of which more than 50% of
the total voting power of shares of Capital Stock entitled (without regard to
the occurrence of any contingency) to vote in the election of directors,
managers or trustees thereof is at the time owned or controlled, directly or
indirectly, by such Person or one or more of the other Subsidiaries of that
Person (or a combination thereof); and any partnership (i) the sole general
partner or the managing general partner of which is such Person or a Subsidiary
of such Person or (ii) the only general partners of which are such Person or one
or more Subsidiaries of such Person (or any combination thereof).

                  "Temporary Regulation S Legend" means the legend set forth in
Section 2.06(h), which is required to be placed on the Regulation S Temporary
Global Note.

                  "TIA" means the Trust Indenture Act of 1939, as amended (15
U.S.C. Sections 77aaa-77bbbb) as in effect on the date on which this Indenture
is qualified under the TIA.

                  "Trustee" means the party named as such in the preamble to
this Indenture until a successor replaces it in accordance with this Indenture
and thereafter means the successor serving hereunder.

                  "Unrestricted Certificated Note" means one or more
Certificated Notes that do not bear and are not required to bear the Private
Placement Legend.

                  "Unrestricted Global Note" means a permanent global Note in
the form of Exhibit A attached hereto that bears the Global Note Legend and that
has the "Schedule of Exchanges of Interests in the Global Note" attached
thereto, and that is deposited with or on behalf of and registered in the name
of the Depositary, representing a series of Notes that do not bear the Private
Placement Legend.

                                       20



                  "Unrestricted Subsidiary" means any Subsidiary of the Company
that is designated by the Board of Directors of the Company as an Unrestricted
Subsidiary pursuant to a Board Resolution in compliance with Section 4.16 and
any Subsidiary of such Subsidiary.

                  "U.S. Person" means a U.S. person as defined in Rule 902(o)
under the Securities Act.

                  "VARTA" means Varta Geratebatterie GmbH and its successors or
assignees.

                  "VARTA Joint Venture Agreement" means the agreement among
VARTA AG, the Company and ROV German Limited GmbH dated July 28, 2002, as
amended.

                  "Voting Stock" of any Person as of any date means the Capital
Stock of such Person that is at the time entitled to vote in the election of the
Board of Directors of such Person.

                  "Weighted Average Life to Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing: (a) the sum
of the products obtained by multiplying (i) the amount of each then remaining
installment, sinking fund, serial maturity or other required payments of
principal, including payment at final maturity, in respect thereof, by (ii) the
number of years (calculated to the nearest one-twelfth) that shall elapse
between such date and the making of such payment; by (b) the then outstanding
principal amount of such Indebtedness.

                  "Wholly Owned Restricted Subsidiary" of any specified Person
means a Restricted Subsidiary of such Person all of the outstanding Capital
Stock or other ownership interests of which (other than directors' qualifying
shares or Investments by foreign nationals mandated by applicable law) shall at
the time be owned by such Person or by one or more Wholly Owned Restricted
Subsidiaries of such Person and one or more Wholly Owned Restricted Subsidiaries
of such Person.

                  Section 1.02.     Other Definitions.



                                                                        DEFINED IN
          TERM                                                           SECTION
          ----                                                          ----------
                                                                     
"Affiliate Transaction"...........................................         4.11
"Asset Sale Offer"................................................         4.10
"Authentication Order"............................................         2.02
"Change of Control Offer".........................................         4.14
"Change of Control Payment".......................................         4.14
"Change of Control Payment Date"..................................         4.14
"Company"                                                                Preamble
"Covenant Defeasance".............................................         8.03
"DTC".............................................................         2.03
"Event of Default"................................................         6.01
"Excess Proceeds".................................................         4.10
"Legal Defeasance"................................................         8.02
"Offer Amount"....................................................         3.09
"Offer Period"....................................................         3.09


                                       21





                                                                        DEFINED IN
          TERM                                                           SECTION
          ----                                                          ----------
                                                                     
"Paying Agent"....................................................         2.03
"Payment Blockage Notice".........................................        10.03
"Permitted Debt"..................................................         4.09
"Purchase Date"...................................................         3.09
"Registrar".......................................................         2.03
"Repurchase Offer"................................................         3.09
"Restricted Payments".............................................         4.07


                  Section 1.03.     Incorporation by Reference of Trust
Indenture Act. The mandatory provisions of the TIA that are required to be a
part of and govern indentures qualified under the TIA are incorporated by
reference in and are a part of this Indenture, whether or not this Indenture is
so qualified. Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture.

                  The following TIA terms used in this Indenture have the
following meanings:

                  "indenture securities" means the Notes;

                  "indenture security Holder" means a Holder of a Note;

                  "indenture to be qualified" means this Indenture;

                  "indenture trustee" or "institutional trustee" means the
Trustee; and

                  "obligor" on the Notes means the Company and any successor
obligor upon the Notes.

                  All other terms used in this Indenture that are defined by the
TIA, defined by TIA reference to another statute or defined by SEC rule under
the TIA have the meanings so assigned to them.

                  Section 1.04.     Rules of Construction. Unless the context
otherwise requires:

                  (a)      a term has the meaning assigned to it;

                  (b)      "or" is not exclusive;

                  (c)      "including" or "include" means including or include
                           without limitation;

                  (d)      words in the singular include the plural and words in
                           the plural include the singular;

                  (e)      the words "herein," "hereof" and "hereunder" and
                           other words of similar import refer to this Indenture
                           as a whole and not to any particular Article,
                           Section, clause or other subdivision;

                                       22



                  (f)      "$," "U.S. Dollars" and "United States Dollars" each
                           refer to United States dollars, or such other money
                           of the United States that at the time of payment is
                           legal tender for payment of public and private debts;

                  (g)      provisions apply to successive events and
                           transactions;

                  (h)      references to sections of or rules under the
                           Securities Act shall be deemed to include substitute,
                           replacement or successor sections or rules adopted by
                           the SEC from time to time; and

                  (i)      unless the context otherwise requires, any reference
                           to an "Article" or a "Section" refers to an Article
                           or a Section, as the case may be, of this Indenture.

                                    ARTICLE 2

                                    THE NOTES

                  Section 2.01.     Form and Dating. (a) General. The Notes and
the Trustee's certificate of authentication shall be substantially in the form
of Exhibit A hereto. The Notes may have notations, legends or endorsements
required by law, stock exchange rule or usage. Each Note shall be dated the date
of its authentication. The Notes shall be issued in registered, global form and
shall be in denominations of $1,000 and integral multiples of $1,000 in excess
thereof.

                  The terms and provisions contained in the Notes shall
constitute, and are hereby expressly made, a part of this Indenture and the
Company, the Guarantors and the Trustee, by their execution and delivery of this
Indenture, expressly agree to such terms and provisions and to be bound thereby.
However, to the extent any provision of any Note conflicts with this Indenture,
this Indenture shall govern and be controlling.

                  (b)      Global Notes. Notes issued in global form shall be
substantially in the form of Exhibit A attached hereto (including the Global
Note Legend thereon and the "Schedule of Exchanges of Interests in the Global
Note" attached thereto). Notes issued in definitive form shall be substantially
in the form of Exhibit A attached hereto (but without the Global Note Legend
thereon and without the "Schedule of Exchanges of Interests in the Global Note"
attached thereto). Each Global Note shall represent such of the outstanding
Notes as shall be specified therein and each shall provide that it shall
represent the aggregate principal amount of outstanding Notes from time to time
endorsed thereon and that the aggregate principal amount of outstanding Notes
represented thereby may from time to time be reduced or increased, as
appropriate, to reflect exchanges and redemptions. Any endorsement of a Global
Note to reflect the amount of any increase or decrease in the aggregate
principal amount of outstanding Notes represented thereby shall be made by the
Trustee, in accordance with instructions given by the Holder thereof as required
by Section 2.06 hereof.

                  (c)      Temporary Global Notes. Notes offered and sold in
reliance on Regulation S shall be issued initially in the form of the Regulation
S Temporary Global Note,

                                       23



which shall be deposited on behalf of the purchasers of the Notes represented
thereby with the Trustee, as custodian for The Depository Trust Company in New
York, New York, and registered in the name of the Depositary or the nominee of
the Depositary for the accounts of designated agents holding on behalf of
Euroclear or Clearstream, duly executed by the Company and authenticated by the
Trustee as hereinafter provided. The Restricted Period shall be terminated upon
the receipt by the Trustee of (i) a written certificate from Euroclear and
Clearstream certifying that they have received certification of non-United
States beneficial ownership of 100% of the aggregate principal amount of the
Regulation S Temporary Global Note (except to the extent of any Beneficial
Owners thereof who acquired an interest therein during the Restricted Period
pursuant to another exemption from registration under the Securities Act and who
shall take delivery of a beneficial ownership interest in a 144A Global Note
bearing a Private Placement Legend, all as contemplated by Section 2.06(b)(ii)
hereof), and (ii) an Officers' Certificate from the Company. Following the
termination of the Restricted Period, beneficial interests in the Regulation S
Temporary Global Note shall be exchanged for beneficial interests in Regulation
S Permanent Global Notes pursuant to the Applicable Procedures. Simultaneously
with the authentication of Regulation S Permanent Global Notes, the Trustee
shall cancel the Regulation S Temporary Global Note. The aggregate principal
amount of the Regulation S Temporary Global Note and the Regulation S Permanent
Global Notes may from time to time be increased or decreased by adjustments made
on the records of the Trustee and the Depositary or its nominee, as the case may
be, in connection with transfers of interest as hereinafter provided.

                  (d)      Euroclear and Clearstream Procedures Applicable. The
provisions of the "Operating Procedures of the Euroclear System" and "Terms and
Conditions Governing Use of Euroclear" and the "General Terms and Conditions of
Clearstream Banking" and "Customer Handbook" of Clearstream shall be applicable
to transfers of beneficial interests in the Regulation S Global Notes that are
held by Participants through Euroclear or Clearstream.

                  Section 2.02.     Execution and Authentication. One Officer
shall sign the Notes for the Company by manual or facsimile signature.

                  If an Officer whose signature is on a Note no longer holds
that office at the time a Note is authenticated, the Note shall nevertheless be
valid.

                  A Note shall not be valid until authenticated by the manual
signature of the Trustee. The signature shall be conclusive evidence that the
Note has been authenticated under this Indenture.

                  The aggregate principal amount of Notes which may be
authenticated and delivered under this Indenture is unlimited.

                  The Trustee shall, upon a written order of the Company signed
by one Officer (an "Authentication Order"), authenticate Notes for original
issue up to the aggregate principal amount authorized pursuant to this
Indenture.

                  The Trustee may appoint an authenticating agent acceptable to
the Company to authenticate Notes. An authenticating agent may authenticate
Notes whenever the Trustee may

                                       24



do so. Each reference in this Indenture to authentication by the Trustee
includes authentication by such agent. An authenticating agent has the same
rights as an Agent to deal with Holders or an Affiliate of the Company.

                  Section 2.03.     Registrar and Paying Agent. The Company
shall maintain an office or agency where Notes may be presented for registration
of transfer or for exchange ("Registrar") and an office or agency where Notes
may be presented for payment ("Paying Agent"). The Registrar shall keep a
register of the Notes and of their transfer and exchange. The Company may
appoint one or more co-registrars and one or more additional paying agents. The
term "Registrar" includes any co-registrar and the term "Paying Agent" includes
any additional paying agent. The Company may change any Paying Agent or
Registrar without notice to any Holder. The Company shall promptly notify the
Trustee in writing of the name and address of any Agent not a party to this
Indenture. If the Company fails to appoint or maintain another entity as
Registrar or Paying Agent, the Trustee shall act as such. The Company or any of
its Subsidiaries may act as Paying Agent or Registrar.

                  The Company initially appoints The Depository Trust Company
("DTC") to act as Depositary with respect to the Global Notes.

                  The Company initially appoints the Trustee to act as the
Registrar and Paying Agent and to act as Custodian with respect to the Global
Notes.

                  Section 2.04.     Paying Agent to Hold Money in Trust. The
Company shall require each Paying Agent other than the Trustee to agree in
writing that the Paying Agent shall hold in trust for the benefit of Holders or
the Trustee all money held by the Paying Agent for the payment of principal,
premium, if any, or Liquidated Damages, if any, or interest on the Notes, and
shall notify the Trustee of any default by the Company in making any such
payment. While any such default continues, the Trustee may require a Paying
Agent to pay all money held by it to the Trustee. The Company at any time may
require a Paying Agent to pay all money held by it to the Trustee. Upon payment
over to the Trustee, the Paying Agent (if other than the Company or a Subsidiary
thereof) shall have no further liability for the money. If the Company or a
Subsidiary thereof acts as Paying Agent, it shall segregate and hold in a
separate trust fund for the benefit of the Holders all money held by it as
Paying Agent. Upon any bankruptcy or reorganization proceedings relating to the
Company, the Trustee shall serve as Paying Agent for the Notes.

                  Section 2.05.     Holder Lists. The Trustee shall preserve in
as current a form as is reasonably practicable the most recent list available to
it of the names and addresses of all Holders and shall otherwise comply with TIA
Section 312(a). If the Trustee is not the Registrar, the Company shall furnish
to the Trustee at least seven Business Days before each Interest Payment Date
and at such other times as the Trustee may request in writing, a list in such
form and as of such date as the Trustee may reasonably require of the names and
addresses of the Holders of Notes and the Company shall otherwise comply with
TIA Section 312(a).

                  Section 2.06.     Transfer and Exchange. (a) Transfer and
Exchange of Global Notes. A Global Note may not be transferred as a whole except
by the Depositary to a nominee of the Depositary, by a nominee of the Depositary
to the Depositary or to another nominee of the

                                       25



Depositary, by the Depositary or any such nominee to a successor Depositary or a
nominee of such successor Depositary. All Global Notes shall be exchanged by the
Company for Certificated Notes if (i) the Company delivers to the Trustee notice
from the Depositary that it is unwilling or unable to continue to act as
Depositary or that it is no longer a clearing agency registered under the
Exchange Act and, in either case, a successor Depositary is not appointed by the
Company within 120 days after the date of such notice from the Depositary or
(ii) the Company in its sole discretion determines that the Global Notes (in
whole but not in part) should be exchanged for Certificated Notes and delivers a
written notice to such effect to the Trustee; provided that in no event shall
the Regulation S Temporary Global Note be exchanged by the Company for
Certificated Notes prior to (x) the expiration of the Restricted Period and (y)
the receipt by the Registrar of any certificates required pursuant to Rule
903(b)(3)(ii)(B) under the Securities Act or (iii) there shall have occurred and
be continuing a Default or Event of Default with respect to the Notes. Upon the
occurrence of any of the preceding events in (i), (ii) or (iii) above,
Certificated Notes shall be issued in such names as the Depositary shall
instruct the Trustee. Global Notes also may be exchanged or replaced, in whole
or in part, as provided in Sections 2.07, 2.10 and 2.11 hereof. Every Note
authenticated and delivered in exchange for, or in lieu of, a Global Note or any
portion thereof, pursuant to this Section 2.06 or Section 2.07, 2.10 or 2.11
hereof, shall be authenticated and delivered in the form of, and shall be, a
Global Note. A Global Note may not be exchanged for another Note other than as
provided in this Section 2.06(a), however, beneficial interests in a Global Note
may be transferred and exchanged as provided in Section 2.06(b), (c) or (f)
hereof.

                  (b)      Transfer and Exchange of Beneficial Interests in the
Global Notes. The transfer and exchange of beneficial interests in the Global
Notes shall be effected through the Depositary, in accordance with this
Indenture and the Applicable Procedures. Beneficial interests in the Restricted
Global Notes shall be subject to restrictions on transfer comparable to those
set forth herein to the extent required by the Securities Act. Transfers of
beneficial interests in the Global Notes also shall require compliance with
either subparagraph (i) or (ii) below, as applicable, as well as one or more of
the other following subparagraphs, as applicable:

                  (i)      Transfer of Beneficial Interests in the Same Global
         Note. Beneficial interests in any Restricted Global Note may be
         transferred to Persons who take delivery thereof in the form of a
         beneficial interest in the same Restricted Global Note in accordance
         with the transfer restrictions set forth in the Private Placement
         Legend; provided, however, that prior to the expiration of the
         Restricted Period, transfers of beneficial interests in the Regulation
         S Temporary Global Note may not be made to a U.S. Person or for the
         account or benefit of a U.S. Person (other than an Initial Purchaser).
         Beneficial interests in any Unrestricted Global Note may be transferred
         to Persons who take delivery thereof in the form of a beneficial
         interest in an Unrestricted Global Note. No written orders or
         instructions shall be required to be delivered to the Registrar to
         effect the transfers described in this Section 2.06(b)(i).

                  (ii)     All Other Transfers and Exchanges of Beneficial
         Interests in Global Notes. In connection with all transfers and
         exchanges of beneficial interests that are not subject to Section
         2.06(b)(i) above, the transferor of such beneficial interest shall
         deliver to the Registrar either (A) a written order from a Participant
         or an Indirect Participant given to the Depositary in accordance with
         the Applicable Procedures directing the

                                       26



         Depositary to credit or cause to be credited a beneficial interest in
         the Global Note in an amount equal to the beneficial interest to be
         transferred or exchanged and instructions given in accordance with the
         Applicable Procedures containing information regarding the Participant
         account to be credited with such increase or (B) a written order from a
         Participant or an Indirect Participant given to the Depositary in
         accordance with the Applicable Procedures directing the Depositary to
         cause to be issued a Certificated Note in an amount equal to the
         beneficial interest to be transferred or exchanged and instructions
         given by the Depositary to the Registrar containing information
         regarding the Person in whose name such Certificated Note shall be
         registered to effect the transfer or exchange referred to in (A) above;
         provided that in no event shall Certificated Notes be issued upon the
         transfer or exchange of beneficial interests in the Regulation S
         Temporary Global Note prior to (x) the expiration of the Restricted
         Period and (y) the receipt by the Registrar of any certificates
         required pursuant to Rule 903 under the Securities Act. Upon
         consummation of an Exchange Offer by the Company in accordance with
         Section 2.06(f) hereof, the requirements of this Section 2.06(b)(ii)
         shall be deemed to have been satisfied upon receipt by the Registrar of
         the instructions contained in the Letter of Transmittal delivered by
         the Holder of such beneficial interests in the Restricted Global Notes.
         Upon satisfaction of all of the requirements for transfer or exchange
         of beneficial interests in Global Notes contained in this Indenture and
         the Notes or otherwise applicable under the Securities Act, the Trustee
         shall adjust the principal amount of the relevant Global Note(s)
         pursuant to Section 2.06(h) hereof.

                  (iii)    Transfer of Beneficial Interests to Another
         Restricted Global Note. A beneficial interest in any Restricted Global
         Note may be transferred to a Person who takes delivery thereof in the
         form of a beneficial interest in another Restricted Global Note if the
         transfer complies with the requirements of Section 2.06(b)(ii) above
         and the Registrar receives the following:

                           (A)      if the transferee shall take delivery in the
                  form of a beneficial interest in the 144A Global Note, then
                  the transferor must deliver a certificate in the form of
                  Exhibit B hereto, including the certifications in item (1)
                  thereof; and

                           (B)      if the transferee shall take delivery in the
                  form of a beneficial interest in the Regulation S Global Note,
                  then the transferor must deliver a certificate in the form of
                  Exhibit B hereto, including the certifications in item (2)
                  thereof.

                  (iv)     Transfer and Exchange of Beneficial Interests in a
         Restricted Global Note for Beneficial Interests in the Unrestricted
         Global Note. A beneficial interest in any Restricted Global Note may be
         exchanged by any holder thereof for a beneficial interest in an
         Unrestricted Global Note or transferred to a Person who takes delivery
         thereof in the form of a beneficial interest in an Unrestricted Global
         Note if the exchange or transfer complies with the requirements of
         Section 2.06(b)(ii) above and:

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the holder of the beneficial
                  interest to be transferred, in the case of an exchange, or the
                  transferee,

                                       27



                  in the case of a transfer, certifies in the applicable Letter
                  of Transmittal that it is not (1) a Broker-Dealer, (2) a
                  Person participating in the distribution of the Exchange Notes
                  or (3) a Person who is an affiliate (as defined in Rule 144)
                  of the Company;

                           (B)      such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C)      such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D)      the Registrar receives the following:

                                    (1)      if the Holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for a beneficial
                           interest in an Unrestricted Global Note, a
                           certificate from such Holder in the form of Exhibit C
                           hereto, including the certifications in item (1)(a)
                           thereof; or

                                    (2)      if the Holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           beneficial interest in an Unrestricted Global Note, a
                           certificate from such Holder in the form of Exhibit B
                           hereto, including the certifications in item (4)
                           thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

                  If any such transfer is effected pursuant to subparagraph (B)
or (D) above at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
aggregate principal amount of beneficial interests transferred pursuant to
subparagraph (B) or (D) above.

                  Beneficial interests in an Unrestricted Global Note cannot be
exchanged for, or transferred to Persons who take delivery thereof in the form
of, a beneficial interest in a Restricted Global Note.

                  (c)      Transfer or Exchange of Beneficial Interests for
         Certificated Notes.

                  (i)      Beneficial Interests in Restricted Global Notes to
         Restricted Certificated Notes. If any Holder of a beneficial interest
         in a Restricted Global Note proposes to

                                       28



         exchange such beneficial interest for a Restricted Certificated Note or
         to transfer such beneficial interest to a Person who takes delivery
         thereof in the form of a Restricted Certificated Note, then, upon
         receipt by the Registrar of the following documentation:

                           (A)      if the Holder of such beneficial interest in
                  a Restricted Global Note proposes to exchange such beneficial
                  interest for a Restricted Certificated Note, a certificate
                  from such Holder in the form of Exhibit C hereto, including
                  the certifications in item (2)(a) thereof;

                           (B)      if such beneficial interest is being
                  transferred to a QIB in accordance with Rule 144A under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (1)
                  thereof;

                           (C)      if such beneficial interest is being
                  transferred to a Non-U.S. Person in an offshore transaction in
                  accordance with Rule 903 or Rule 904 under the Securities Act,
                  a certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (2) thereof;

                           (D)      if such beneficial interest is being
                  transferred pursuant to an exemption from the registration
                  requirements of the Securities Act in accordance with Rule 144
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(a) thereof;

                           (E)      if such beneficial interest is being
                  transferred to the Company or any of its Subsidiaries, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (3)(b) thereof; or

                           (F)      if such beneficial interest is being
                  transferred pursuant to an effective registration statement
                  under the Securities Act, a certificate to the effect set
                  forth in Exhibit B hereto, including the certifications in
                  item (3)(c) thereof,

the Trustee shall cause the aggregate principal amount of the applicable Global
Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and the
Company shall execute and the Trustee shall authenticate and deliver to the
Person designated in the instructions a Certificated Note in the appropriate
principal amount. Any Certificated Note issued in exchange for a beneficial
interest in a Restricted Global Note pursuant to this Section 2.06(c) shall be
registered in such name or names and in such authorized denomination or
denominations as the holder of such beneficial interest shall instruct the
Registrar through instructions from the Depositary and the Participant or
Indirect Participant. The Trustee shall deliver such Certificated Notes to the
Persons in whose names such Notes are so registered. Any Certificated Note
issued in exchange for a beneficial interest in a Restricted Global Note
pursuant to this Section 2.06(c)(i) shall bear the Private Placement Legend and
shall be subject to all restrictions on transfer contained therein.

                  (ii)     Beneficial Interests in Regulation S Temporary Global
         Note to Definitive Notes. Notwithstanding Sections 2.06(c)(i)(A) and
         (C), a beneficial interest in the Regulation S Temporary Global Note
         may not be exchanged for a Certificated Note or transferred to a Person
         who takes delivery thereof in the form of a Certificated Note prior

                                       29



         to (x) the expiration of the Restricted Period and (y) the receipt by
         the Registrar of any certificates required pursuant to Rule
         903(b)(3)(ii)(B) under the Securities Act, except in the case of a
         transfer pursuant to an exemption from the registration requirements of
         the Securities Act other than Rule 903 or Rule 904.

                  (iii)    Beneficial Interests in Restricted Global Notes to
         Unrestricted Certificated Notes. A Holder of a beneficial interest in a
         Restricted Global Note may exchange such beneficial interest for an
         Unrestricted Certificated Note or may transfer such beneficial interest
         to a Person who takes delivery thereof in the form of an Unrestricted
         Certificated Note only if:

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder of such
                  beneficial interest, in the case of an exchange, or the
                  transferee, in the case of a transfer, certifies in the
                  applicable Letter of Transmittal that it is not (1) a
                  Broker-Dealer, (2) a Person participating in the distribution
                  of the Exchange Notes or (3) a Person who is an affiliate (as
                  defined in Rule 144) of the Company;

                           (B)      such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C)      such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D)      the Registrar receives the following:

                                    (1)      if the Holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           exchange such beneficial interest for a Certificated
                           Note that does not bear the Private Placement Legend,
                           a certificate from such Holder in the form of Exhibit
                           C hereto, including the certifications in item (1)(b)
                           thereof; or

                                    (2)      if the Holder of such beneficial
                           interest in a Restricted Global Note proposes to
                           transfer such beneficial interest to a Person who
                           shall take delivery thereof in the form of a
                           Certificated Note that does not bear the Private
                           Placement Legend, a certificate from such Holder in
                           the form of Exhibit B hereto, including the
                           certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on transfer contained herein and in the Private
                  Placement Legend are no longer required in order to maintain
                  compliance with the Securities Act.

                  (iv)     Beneficial Interests in Unrestricted Global Notes to
         Unrestricted Certificated Notes. If any Holder of a beneficial interest
         in an Unrestricted Global Note

                                       30



         proposes to exchange such beneficial interest for a Certificated Note
         or to transfer such beneficial interest to a Person who takes delivery
         thereof in the form of a Certificated Note, then, upon satisfaction of
         the conditions set forth in Section 2.06(b)(ii) hereof, the Trustee
         shall cause the aggregate principal amount of the applicable Global
         Note to be reduced accordingly pursuant to Section 2.06(h) hereof, and
         the Company shall execute and the Trustee shall authenticate and
         deliver to the Person designated in the instructions a Certificated
         Note in the appropriate principal amount. Any Certificated Note issued
         in exchange for a beneficial interest pursuant to this Section
         2.06(c)(iv) shall be registered in such name or names and in such
         authorized denomination or denominations as the Holder of such
         beneficial interest shall instruct the Registrar through instructions
         from the Depositary and the Participant or Indirect Participant. The
         Trustee shall deliver such Certificated Notes to the Persons in whose
         names such Notes are so registered. Any Certificated Note issued in
         exchange for a beneficial interest pursuant to this Section 2.06(c)(iv)
         shall not bear the Private Placement Legend.

                  (d)      Transfer and Exchange of Certificated Notes for
         Beneficial Interests.

                  (i)      Restricted Certificated Notes to Beneficial Interests
         in Restricted Global Notes. If any Holder of a Restricted Certificated
         Note proposes to exchange such Note for a beneficial interest in a
         Restricted Global Note or to transfer such Restricted Certificated Note
         to a Person who takes delivery thereof in the form of a beneficial
         interest in a Restricted Global Note, then, upon receipt by the
         Registrar of the following documentation:

                           (A)      if the Holder of such Restricted
                  Certificated Note proposes to exchange such Note for a
                  beneficial interest in a Restricted Global Note, a certificate
                  from such Holder in the form of Exhibit C hereto, including
                  the certifications in item (2)(b) thereof;

                           (B)      if such Restricted Certificated Note is
                  being transferred to a QIB in accordance with Rule 144A under
                  the Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (1)
                  thereof;

                           (C)      if such Restricted Certificated Note is
                  being transferred to a Non-U.S. Person in an offshore
                  transaction in accordance with Rule 903 or Rule 904 under the
                  Securities Act, a certificate to the effect set forth in
                  Exhibit B hereto, including the certifications in item (2)
                  thereof;

                           (D)      if such Restricted Certificated Note is
                  being transferred pursuant to an exemption from the
                  registration requirements of the Securities Act in accordance
                  with Rule 144 under the Securities Act, a certificate to the
                  effect set forth in Exhibit B hereto, including the
                  certifications in item (3)(a) thereof;

                           (E)      if such Restricted Certificated Note is
                  being transferred to the Company or any of its Subsidiaries, a
                  certificate to the effect set forth in Exhibit B hereto,
                  including the certifications in item (3)(b) thereof; or

                                       31



                           (F)      if such Restricted Certificated Note is
                  being transferred pursuant to an effective registration
                  statement under the Securities Act, a certificate to the
                  effect set forth in Exhibit B hereto, including the
                  certifications in item (3)(c) thereof,

the Trustee shall cancel the Restricted Certificated Note, increase or cause to
be increased the aggregate principal amount of, in the case of clause (A) above,
the appropriate Restricted Global Note, in the case of clause (B) above, the
144A Global Note, and in the case of clause (C) above, the Regulation S Global
Note.

                  (ii)     Restricted Certificated Notes to Beneficial Interests
         in Unrestricted Global Notes. A Holder of a Restricted Certificated
         Note may exchange such Note for a beneficial interest in an
         Unrestricted Global Note or transfer such Restricted Certificated Note
         to a Person who takes delivery thereof in the form of a beneficial
         interest in an Unrestricted Global Note only if:

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder, in the case of
                  an exchange, or the transferee, in the case of a transfer,
                  certifies in the applicable Letter of Transmittal that it is
                  not (1) a Broker-Dealer, (2) a Person participating in the
                  distribution of the Exchange Notes or (3) a Person who is an
                  affiliate (as defined in Rule 144) of the Company;

                           (B)      such transfer is effected pursuant to the
                  Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C)      such transfer is effected by a Broker-Dealer
                  pursuant to the Exchange Offer Registration Statement in
                  accordance with the Registration Rights Agreement; or

                           (D)      the Registrar receives the following:

                                    (1)      if the Holder of such Certificated
                           Notes proposes to exchange such Notes for a
                           beneficial interest in the Unrestricted Global Note,
                           a certificate from such Holder in the form of Exhibit
                           C hereto, including the certifications in item (1)(c)
                           thereof; or

                                    (2)      if the Holder of such Certificated
                           Notes proposes to transfer such Notes to a Person who
                           shall take delivery thereof in the form of a
                           beneficial interest in the Unrestricted Global Note,
                           a certificate from such Holder in the form of Exhibit
                           B hereto, including the certifications in item (4)
                           thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests or if the Applicable Procedures so
                  require, an Opinion of Counsel in form reasonably acceptable
                  to the Registrar to the effect that such exchange or transfer
                  is in compliance with the Securities Act and that the
                  restrictions on

                                       32



                  transfer contained herein and in the Private Placement Legend
                  are no longer required in order to maintain compliance with
                  the Securities Act.

Upon satisfaction of the conditions of any of the subparagraphs in this Section
2.06(d)(ii), the Trustee shall cancel the Certificated Notes and increase or
cause to be increased the aggregate principal amount of the Unrestricted Global
Note.

                  (iii)    Unrestricted Certificated Notes to Beneficial
         Interests in Unrestricted Global Notes. A Holder of an Unrestricted
         Certificated Note may exchange such Note for a beneficial interest in
         an Unrestricted Global Note or transfer such Certificated Notes to a
         Person who takes delivery thereof in the form of a beneficial interest
         in an Unrestricted Global Note at any time. Upon receipt of a request
         for such an exchange or transfer, the Trustee shall cancel the
         applicable Unrestricted Certificated Note and increase or cause to be
         increased the aggregate principal amount of one of the Unrestricted
         Global Notes.

                  If any such exchange or transfer from a Certificated Note to a
beneficial interest is effected pursuant to subparagraph (ii)(B), (ii)(D) or
(iii) above at a time when an Unrestricted Global Note has not yet been issued,
the Company shall issue and, upon receipt of an Authentication Order in
accordance with Section 2.02 hereof, the Trustee shall authenticate one or more
Unrestricted Global Notes in an aggregate principal amount equal to the
principal amount of Certificated Notes so transferred.

                  (e)      Transfer and Exchange of Certificated Notes for
Certificated Notes. Upon request by a Holder of Certificated Notes and such
Holder's compliance with this Section 2.06(e), the Registrar shall register the
transfer or exchange of Certificated Notes. Prior to such registration of
transfer or exchange, the requesting Holder shall present or surrender to the
Registrar the Certificated Notes duly endorsed or accompanied by a written
instruction of transfer in form satisfactory to the Registrar duly executed by
such Holder or by his attorney, duly authorized in writing. In addition, the
requesting Holder shall provide any additional certifications, documents and
information, as applicable, required pursuant to the following clauses of this
Section 2.06(e).

                  (i)      Restricted Certificated Notes to Restricted
         Certificated Notes. Any Restricted Certificated Note may be transferred
         to and registered in the name of Persons who take delivery thereof in
         the form of a Restricted Certificated Note if the Registrar receives
         the following:

                           (A)      if the transfer shall be made pursuant to
                  Rule 144A under the Securities Act, then the transferor must
                  deliver a certificate in the form of Exhibit B hereto,
                  including the certifications in item (1) thereof;

                           (B)      if the transfer shall be made pursuant to
                  Rule 903 or Rule 904, then the transferor must deliver a
                  certificate in the form of Exhibit B hereto, including the
                  certifications in item (2) thereof; and

                           (C)      if the transfer shall be made pursuant to
                  any other exemption from the registration requirements of the
                  Securities Act, then the transferor must deliver

                                       33



                  a certificate in the form of Exhibit B hereto, including the
                  certifications, certificates and Opinion of Counsel required
                  by item (3) thereof, if applicable.

                  (ii)     Restricted Certificated Notes to Unrestricted
         Certificated Notes. Any Restricted Certificated Note may be exchanged
         by the Holder thereof for an Unrestricted Certificated Note or
         transferred to a Person or Persons who take delivery thereof in the
         form of an Unrestricted Certificated Note if:

                           (A)      such exchange or transfer is effected
                  pursuant to the Exchange Offer in accordance with the
                  Registration Rights Agreement and the Holder, in the case of
                  an exchange, or the transferee, in the case of a transfer,
                  certifies in the applicable Letter of Transmittal that it is
                  not (1) a Broker-Dealer, (2) a Person participating in the
                  distribution of the Exchange Notes or (3) a Person who is an
                  affiliate (as defined in Rule 144) of the Company;

                           (B)      any such transfer is effected pursuant to
                  the Shelf Registration Statement in accordance with the
                  Registration Rights Agreement;

                           (C)      any such transfer is effected by a
                  Broker-Dealer pursuant to the Exchange Offer Registration
                  Statement in accordance with the Registration Rights
                  Agreement; or

                           (D)      the Registrar receives the following:

                                    (1)      if the Holder of such Restricted
                           Certificated Notes proposes to exchange such Notes
                           for an Unrestricted Certificated Note, a certificate
                           from such Holder in the form of Exhibit C hereto,
                           including the certifications in item (1)(d) thereof;
                           or

                                    (2)      if the Holder of such Restricted
                           Certificated Notes proposes to transfer such Notes to
                           a Person who shall take delivery thereof in the form
                           of an Unrestricted Certificated Note, a certificate
                           from such Holder in the form of Exhibit B hereto,
                           including the certifications in item (4) thereof;

                  and, in each such case set forth in this subparagraph (D), if
                  the Registrar so requests, an Opinion of Counsel in form
                  reasonably acceptable to the Company to the effect that such
                  exchange or transfer is in compliance with the Securities Act
                  and that the restrictions on transfer contained herein and in
                  the Private Placement Legend are no longer required in order
                  to maintain compliance with the Securities Act.

                  (iii)    Unrestricted Certificated Notes to Unrestricted
         Certificated Notes. A Holder of Unrestricted Certificated Notes may
         transfer such Notes to a Person who takes delivery thereof in the form
         of an Unrestricted Certificated Note. Upon receipt of a request to
         register such a transfer, the Registrar shall register the Unrestricted
         Certificated Notes pursuant to the instructions from the Holder
         thereof.

                                       34



                  (f)      Exchange Offer. Upon the occurrence of the Exchange
Offer in accordance with the Registration Rights Agreement, the Company shall
issue and, upon receipt of an Authentication Order in accordance with Section
2.02, the Trustee shall authenticate (i) one or more Unrestricted Global Notes
in an aggregate principal amount equal to the principal amount of the beneficial
interests in the Restricted Global Notes tendered for acceptance by Persons that
certify in the applicable Letters of Transmittal that (x) they are not
Broker-Dealers, (y) they are not participating in a distribution of the Exchange
Notes and (z) they are not affiliates (as defined in Rule 144) of the Company,
and accepted for exchange in the Exchange Offer and (ii) Certificated Notes in
an aggregate principal amount equal to the principal amount of the Restricted
Certificated Notes accepted for exchange in the Exchange Offer. Concurrently
with the issuance of such Notes, the Trustee shall cause the aggregate principal
amount of the applicable Restricted Global Notes to be reduced accordingly, and
the Company shall execute and the Trustee shall authenticate and deliver to the
Persons designated by the Holders of Certificated Notes so accepted Certificated
Notes in the appropriate principal amount. Any Notes that remain outstanding
after the consummation of the Exchange Offer, and Exchange Notes issued in
connection with the Exchange Offer, shall be treated as a single class of
securities under this Indenture.

                  (g)      Legends. The following legends shall appear on the
face of Global Notes and Certificated Notes issued under this Indenture as
specified in this Indenture.

                  (i)      Private Placement Legend. (A) Except as permitted by
         subparagraph (B) below, each Global Note and each Certificated Note
         (and all Notes issued in exchange therefor or substitution thereof)
         shall bear the legend in substantially the following form:

                  "THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN
                  REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
                  "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS
                  NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY INTEREST OR
                  PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED,
                  TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN
                  THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
                  EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
                  OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE
                  GUARANTEES ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO
                  OFFER, SELL OR OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE
                  DATE WHICH IS TWO YEARS AFTER THE LATER OF THE ORIGINAL ISSUE
                  DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
                  AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE
                  GUARANTEES ENDORSED HEREON (OR ANY PREDECESSOR OF THIS NOTE
                  AND THE GUARANTEES ENDORSED HEREON OF THIS NOTE) (THE "RESALE
                  RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY OR ANY
                  SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION
                  STATEMENT UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE
                  NOTES ARE ELIGIBLE FOR RESALE PURSUANT TO

                                       35



                  RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON
                  IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
                  DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR
                  THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE
                  IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE
                  144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS
                  THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF
                  REGULATION S UNDER THE SECURITIES ACT OR (E) PURSUANT TO
                  ANOTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS
                  OF THE SECURITIES ACT, SUBJECT TO THE COMPANY'S AND THE
                  TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER (i)
                  PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY
                  DISTRIBUTION COMPLIANCE PERIOD WITHIN THE MEANING OF
                  REGULATION S UNDER THE SECURITIES ACT OR PURSUANT TO CLAUSE
                  (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO
                  REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION
                  AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND
                  (ii) IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A
                  CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS NOTE IS
                  COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRANSFER
                  AGENT. THIS LEGEND SHALL BE REMOVED UPON THE REQUEST OF A
                  HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE."

                  (B)      Notwithstanding the foregoing, any Global Note or
         Certificated Note issued pursuant to subparagraph (b)(iv), (c)(iii),
         (c)(iv), (d)(ii), (d)(iii), (e)(ii), (e)(iii) or (f) to this Section
         2.06 (and all Notes issued in exchange therefor or substitution
         thereof) shall not bear the Private Placement Legend.

                  (ii)     Global Note Legend. Each Global Note shall bear a
         legend in substantially the following form:

                  "THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE
                  INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR
                  THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT
                  TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
                  (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE
                  REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS
                  GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT
                  TO SECTION 2.06(a) OF THE INDENTURE, (III) THIS GLOBAL NOTE
                  MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO
                  SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE
                  TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN
                  CONSENT OF THE COMPANY."

                                       36



                  (h)      Regulation S Temporary Global Note Legend. Each
Regulation S Temporary Global Note shall bear a legend in substantially the
following form:

                  "THE NOTE IS A TEMPORARY REGULATION S GLOBAL NOTE WITHIN THE
                  MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. EXCEPT IN
                  THE CIRCUMSTANCES DESCRIBED IN SECTION 2.06 OF THE INDENTURE,
                  NO TRANSFER OR EXCHANGE OF AN INTEREST IN THIS TEMPORARY
                  GLOBAL NOTE MAY BE MADE FOR AN INTEREST IN THE RESTRICTED
                  GLOBAL NOTE. NO EXCHANGE OF AN INTEREST IN THIS TEMPORARY
                  REGULATION S GLOBAL NOTE MAY BE MADE FOR AN INTEREST IN THE
                  PERMANENT REGULATION S GLOBAL NOTE EXCEPT (A) ON OR AFTER THE
                  TERMINATION OF THE DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED
                  IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED
                  (THE "SECURITIES ACT")) AND (B) UPON DELIVERY OF THE OWNER
                  SECURITIES CERTIFICATION AND THE TRANSFEREE SECURITIES
                  CERTIFICATION RELATING TO SUCH INTEREST IN ACCORDANCE WITH THE
                  TERMS OF THE INDENTURE.

                  UNTIL 40 DAYS AFTER THE COMMENCEMENT OF THE OFFERING OF THE
                  NOTES, AN OFFER OR SALE OF THE NOTES WITHIN THE UNITED STATES
                  BY A DEALER (AS DEFINED IN THE SECURITIES ACT OF 1933, AS
                  AMENDED) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF THE
                  SECURITIES ACT OF 1933, AS AMENDED IF SUCH OFFER OR SALE IS
                  MADE OTHERWISE THAN IN ACCORDANCE WITH RULE 144A UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED."

                  (i)      Cancellation and/or Adjustment of Global Notes. At
such time as all beneficial interests in a particular Global Note have been
exchanged for Certificated Notes or a particular Global Note has been redeemed,
repurchased or canceled in whole and not in part, each such Global Note shall be
returned to or retained and canceled by the Trustee in accordance with Section
2.12 hereof. At any time prior to such cancellation, if any beneficial interest
in a Global Note is exchanged for or transferred to a Person who shall take
delivery thereof in the form of a beneficial interest in another Global Note or
for Certificated Notes, the principal amount of Notes represented by such Global
Note shall be reduced accordingly and an endorsement shall be made on such
Global Note by the Trustee or by the Depositary at the direction of the Trustee
to reflect such reduction; and if the beneficial interest is being exchanged for
or transferred to a Person who shall take delivery thereof in the form of a
beneficial interest in another Global Note, such other Global Note shall be
increased accordingly and an endorsement shall be made on such Global Note by
the Trustee or by the Depositary at the direction of the Trustee to reflect such
increase.

                                       37



                  (j)      General Provisions Relating to Transfers and
Exchanges. (i) To permit registrations of transfers and exchanges, the Company
shall execute and the Trustee shall authenticate Global Notes and Certificated
Notes upon the Company's order or at the Registrar's request.

                  (ii)     No service charge shall be made to a holder of a
         beneficial interest in a Global Note or to a Holder of a Certificated
         Note for any registration of transfer or exchange, but the Company may
         require payment of a sum sufficient to cover any transfer tax or
         similar governmental charge payable in connection therewith (other than
         any such transfer taxes or similar governmental charge payable upon
         exchange or transfer pursuant to Sections 2.11, 3.06, 3.09, 4.10, 4.14
         and 9.05 hereof).

                  (iii)    The Registrar shall not be required to register the
         transfer of or exchange any Note selected for redemption in whole or in
         part, except the unredeemed portion of any Note being redeemed in part.

                  (iv)     All Global Notes and Certificated Notes issued upon
         any registration of transfer or exchange of Global Notes or
         Certificated Notes shall be the valid and legally binding obligations
         of the Company, evidencing the same debt, and entitled to the same
         benefits under this Indenture, as the Global Notes or Certificated
         Notes surrendered upon such registration of transfer or exchange.

                  (v)      The Company shall not be required (A) to issue, to
         register the transfer of or to exchange any Notes during a period
         beginning at the opening of business 15 days before the day of any
         selection of Notes for redemption under Section 3.02 hereof and ending
         at the close of business on the day of selection, (B) to register the
         transfer of or to exchange any Note so selected for redemption in whole
         or in part, except the unredeemed portion of any Note being redeemed in
         part or (C) to register the transfer of or to exchange a Note between a
         record date and the next succeeding Interest Payment Date.

                  (vi)     Prior to due presentment for the registration of a
         transfer of any Note, the Trustee, any Agent and the Company may deem
         and treat the Person in whose name any Note is registered as the
         absolute owner of such Note for the purpose of receiving payment of
         principal of and interest on such Notes and for all other purposes, and
         none of the Trustee, any Agent or the Company shall be affected by
         notice to the contrary.

                  (vii)    The Trustee shall authenticate Global Notes and
         Certificated Notes in accordance with Section 2.02 hereof.

                  (viii)   All certifications, certificates and Opinions of
         Counsel required to be submitted to the Registrar pursuant to this
         Section 2.06 to effect a registration of transfer or exchange may be
         submitted by facsimile.

                  Section 2.07.     Replacement Notes. If any mutilated Note is
surrendered to the Trustee or the Company and the Trustee receives evidence to
its satisfaction of the destruction, loss or theft of any Note, the Company
shall issue and the Trustee, upon receipt of an Authentication Order, shall
authenticate a replacement Note if the Trustee's requirements are met. If
required by the Trustee or the Company, an indemnity bond must be supplied by
the

                                       38


Holder that is sufficient in the judgment of the Trustee and the Company to
protect the Company, the Trustee, any Agent and any authenticating agent from
any loss that any of them may suffer if a Note is replaced. The Company may
charge for its expenses in replacing a Note.

                  Every replacement Note issued pursuant to this Section 2.07 is
an additional obligation of the Company and shall be entitled to all of the
benefits of this Indenture equally and proportionately with all other Notes duly
issued hereunder.

                  Section 2.08.     Outstanding Notes. The Notes outstanding at
any time are all the Notes authenticated by the Trustee except for those
canceled by it, those delivered to it for cancellation, those reductions in the
interest in a Global Note effected by the Trustee in accordance with this
Indenture, and those described in this Section as not outstanding. Except as set
forth in Section 2.09 hereof, a Note does not cease to be outstanding because
the Company or an Affiliate of the Company holds the Note; however, Notes held
by the Company or a Subsidiary of the Company shall not be deemed to be
outstanding for purposes of Section 3.07(b) hereof.

                  If a Note is replaced pursuant to Section 2.07 hereof, it
ceases to be outstanding unless the Trustee receives proof satisfactory to it
that the replaced Note is held by a bona fide purchaser or protected purchaser.

                  If the principal amount of any Note is considered paid under
Section 4.01 hereof, it ceases to be outstanding and interest on it ceases to
accrue.

                  If the Paying Agent (other than the Company, a Subsidiary or
an Affiliate of any of the foregoing) holds, on a redemption date or maturity
date, money sufficient to pay Notes payable on that date in full, then on and
after that date such Notes shall be deemed to be no longer outstanding and shall
cease to accrue interest.

                  Section 2.09.     Treasury Notes. In determining whether the
Holders of the required principal amount of the Notes have concurred in any
direction, waiver or consent, Notes owned by the Company, any direct or indirect
Subsidiary of the Company or any Affiliate of the Company shall be considered as
though not outstanding, except that for the purposes of determining whether the
Trustee shall be protected in relying on any such direction, waiver or consent,
only Notes that the Trustee knows are so owned shall be so disregarded. Notes so
owned which have been pledged in good faith shall not be disregarded if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right to
deliver any such direction, waiver or consent with respect to the Notes and that
the pledgee is not the Company or any obligor upon the Notes or any Affiliate of
the Company or of such other obligor.

                  Section 2.10.     Certificated Notes. (a) A Global Note
deposited with the Depositary or other custodian for the Depositary pursuant to
Section 2.01 shall be transferred to the beneficial owners thereof in the form
of certificated Notes only if such transfer complies with Section 2.06 and (i)
the Depositary notifies the Company that it is unwilling or unable to continue
as the Depositary for such Global Note, or if at any time the Depositary ceases
to be a "clearing agency" registered under the Exchange Act and a successor
depositary is not appointed by the Company within 90 days of the earlier of such
notice or the Company becoming aware of

                                       39


such cessation, or (ii) the Company, at its option, executes and delivers to the
Trustee a notice that such Global Note be so transferable, registrable and
exchangeable, or (iii) a Default or an Event of Default has occurred and is
continuing with respect to the Notes and the Registrar has received a request
for such transfer from either the Depositary or a Person with a beneficial
interest in such Notes or (iv) the issuance of such certificated Notes is
necessary in order for a Holder or beneficial owner to present its Note or Notes
to a Paying Agent in order to avoid any tax that is imposed on or with respect
to a payment made to such Holder or beneficial owner and the Holder or
beneficial owner (through the Depositary) so certifies to the Company and the
Trustee. Notice of any such transfer shall be given by the Company in accordance
with the provisions of Section 12.02.

                  (b)      Any Global Note that is transferable to the
beneficial owners thereof in the form of certificated Notes pursuant to this
Section 2.10 shall be surrendered by the Depositary to the Transfer Agent, to be
so transferred, in whole or from time to time in part, without charge, and the
Trustee shall authenticate and deliver, upon such transfer of each portion of
such Global Note, an equal aggregate principal amount of Notes of authorized
denominations in the form of certificated Notes.

                  (c)      In connection with the exchange of an entire Global
Note for certificated Notes pursuant to this Section 2.10, such Global Note
shall be deemed to be surrendered to the Trustee for cancellation, and the
Company shall execute, and the Trustee shall authenticate and deliver, to each
beneficial owner identified by the Depositary in exchange for its beneficial
interest in such Global Note, an equal aggregate principal amount of
certificated Notes. In the event that such certificated Notes are not issued to
each beneficial owner promptly after the Registrar has received a request from
the Depositary or (through the Depositary) a beneficial owner to issue such
certificated Notes, the Company expressly acknowledges, with respect to the
right of any Holder to pursue a remedy pursuant to Article Six hereof, the right
of any beneficial owner of Notes to pursue such remedy with respect to the
portion of the Global Note that represents such beneficial owner's Notes as if
such certificated Notes had been issued.

                  (d)      Any portion of a Global Note transferred or exchanged
pursuant to this Section 2.10 shall be executed, authenticated and delivered
only in registered form in denominations of $1,000 and any integral multiple
thereof and registered in such names as the Depositary shall direct. Subject to
the foregoing, a Global Note is not exchangeable except for a Global Note of
like denomination to be registered in the name of the Depositary or its nominee.
In the event that a Global Note becomes exchangeable for certificated Notes,
payment of principal, premium, if any, and Liquidated Damages, if any, and
interest on the certificated Notes will be payable, and the transfer of the
certificated Notes will be registrable, at the office or agency of the Company
maintained for such purposes in accordance with Section 2.03.

                  (e)      In the event of the occurrence of any of the events
specified in Section 2.10(a), the Company will promptly make available to the
Trustee a reasonable supply of certificated Notes in definitive, fully
registered form without interest coupons.

                  Section 2.11.     Temporary Notes. Until certificates
representing Notes are ready for delivery, the Company may prepare and the
Trustee, upon receipt of an Authentication Order, shall authenticate temporary
Notes. Temporary Notes shall be substantially in the form of

                                       40


certificated Notes but may have variations that the Company considers
appropriate for temporary Notes and as shall be reasonably acceptable to the
Trustee. Without unreasonable delay, the Company shall prepare and the Trustee
shall authenticate definitive Notes in exchange for temporary Notes.

                  Holders of temporary Notes shall be entitled to all of the
benefits of this Indenture.

                  Section 2.12.     Cancellation. The Company at any time may
deliver Notes to the Trustee for cancellation. The Registrar and Paying Agent
shall forward to the Trustee any Notes surrendered to them for registration of
transfer, exchange or payment. The Trustee and no one else shall cancel all
Notes surrendered for registration of transfer, exchange, payment, replacement
or cancellation and shall dispose of such canceled Notes in its customary manner
(subject to record retention requirements of the Exchange Act). Subject to
Section 2.07, the Company may not issue new Notes to replace Notes that it has
paid or that have been delivered to the Trustee for cancellation.

                  Section 2.13.     Defaulted Interest. If the Company defaults
in a payment of interest on the Notes, it shall pay the defaulted interest in
any lawful manner plus, to the extent lawful, interest payable on the defaulted
interest, to the Persons who are Holders on a subsequent special record date, in
each case at the rate provided in the Notes and in Section 4.01 hereof. The
Company shall notify the Trustee in writing of the amount of defaulted interest
proposed to be paid on each Note and the date of the proposed payment. The
Company shall fix or cause to be fixed each such special record date and payment
date, provided that no such special record date shall be less than 10 days prior
to the related payment date for such defaulted interest. At least 15 days before
the special record date, the Company (or, upon the written request of the
Company, the Trustee in the name and at the expense of the Company) shall mail
or cause to be mailed to Holders a notice that states the special record date,
the related payment date and the amount of such interest to be paid.

                  Section 2.14.     CUSIP and ISIN Numbers. The Company in
issuing the Notes may use "CUSIP" and "ISIN" numbers (if then generally in use),
and, if so, the Trustee shall use "CUSIP" and "ISIN" numbers in notices of
redemption as a convenience to Holders; provided that any such notice may state
that no representation is made as to the correctness of such numbers either as
printed on the Notes or as contained in any notice of redemption and that
reliance may be placed only on the other identification numbers printed on the
Notes, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Company shall promptly notify the Trustee of any
change in the "CUSIP" or "ISIN" numbers.

                  Section 2.15.     Deposit of Moneys. By or before 12:00 p.m.
(noon) Eastern Time on each due date of the principal, premium, if any, and
Liquidated Damages, if any, and interest on any Notes, the Company shall deposit
with the Paying Agent money in immediately available funds sufficient to pay
such principal, premium, if any, and Liquidated Damages, if any, and interest so
becoming due on the due date for payment under the Notes and (unless the Paying
Agent is the Trustee) the Company will promptly notify the Trustee of its action
or failure so to act.

                                       41


                  Section 2.16.     Computation of Interest. Interest on the
Notes shall be computed on the basis of a 360-day year of twelve 30-day months.

                                   ARTICLE 3

                           REDEMPTION AND PREPAYMENT

                  Section 3.01.     Notices to Trustee. If the Company elects to
redeem Notes pursuant to Section 3.07 hereof, it shall furnish to the Trustee,
at least 30 days but not more than 60 days before a redemption date (unless a
shorter notice period shall be satisfactory to the Trustee in its reasonable
discretion), an Officers' Certificate setting forth (a) the clause of this
Indenture pursuant to which the redemption shall occur, (b) the redemption date,
(c) the principal amount of Notes to be redeemed and (d) the redemption price.

                  Section 3.02.     Selection of Notes to Be Redeemed. If less
than all of the Notes are to be redeemed at any time, selection of Notes for
redemption shall be made by the Trustee in compliance with the requirements of
the principal national securities exchange, if any, on which the Notes are
listed, or, if the Notes are not so listed, on a pro rata basis, by lot or by
such method as the Trustee shall deem fair and appropriate. In the event of
partial redemption by lot, the particular Notes to be redeemed shall be
selected, unless otherwise provided herein, not less than 30 nor more than 60
days prior to the redemption date by the Trustee (unless a shorter time period
shall be satisfactory to the Trustee) from the outstanding Notes not previously
called for redemption.

                  The Trustee shall promptly notify the Company in writing of
the Notes selected for redemption and, in the case of any Note selected for
partial redemption, the principal amount thereof to be redeemed. Notes and
portions of Notes selected shall be in amounts of $1,000 or whole multiples of
$1,000; except that if all of the Notes of a Holder are to be redeemed, the
entire outstanding amount of Notes held by such Holder, even if not a multiple
of $1,000, shall be redeemed. Except as provided in the preceding sentence, the
provisions of this Indenture that apply to Notes called for redemption also
apply to portions of Notes called for redemption.

                  Section 3.03.     Notice of Redemption. Subject to Section
3.09 hereof, at least 30 days but not more than 60 days before a redemption
date, the Company shall mail or cause to be mailed, by first class mail, a
notice of redemption to each Holder whose Notes are to be redeemed at its
registered address.

                  The notice shall identify the Notes to be redeemed and shall
state:

                  (a)      the redemption date;

                  (b)      the redemption price;

                  (c)      if any Note is being redeemed in part, the portion of
         the principal amount of such Note to be redeemed and that, after the
         redemption date upon surrender of such Note, a new Note or Notes in
         principal amount equal to the unredeemed portion of the

                                       42


         original Note shall be issued in the name of the Holder thereof upon
         cancellation of the original Note;

                  (d)      the name and address of the Paying Agent;

                  (e)      that Notes called for redemption must be surrendered
         to the Paying Agent to collect the redemption price and become due on
         the date fixed for redemption;

                  (f)      that, unless the Company defaults in making such
         redemption payment, interest on Notes called for redemption ceases to
         accrue on and after the redemption date;

                  (g)      the paragraph of the Notes and/or Section of this
         Indenture pursuant to which the Notes called for redemption are being
         redeemed; and

                  (h)      that no representation is made as to the correctness
         or accuracy of the CUSIP number, if any, listed in such notice or
         printed on the Notes.

                  At the Company's request, the Trustee shall give the notice of
redemption in the Company's name and at its expense; provided, however, that the
Company shall have delivered to the Trustee, at least 45 days prior to the
redemption date, an Officers' Certificate requesting that the Trustee give such
notice and setting forth the information to be stated in such notice as provided
in the preceding paragraph. The notice, if mailed in the manner provided herein
shall be presumed to have been given, whether or not the Holder receives such
notice.

                  Section 3.04.     Effect of Notice of Redemption. Once notice
of redemption is mailed in accordance with Section 3.03 hereof, Notes called for
redemption become irrevocably due and payable on the redemption date at the
redemption price. A notice of redemption may not be conditional.

                  Section 3.05.     Deposit of Redemption Price. Not later than
one Business Day prior to the redemption date, the Company shall deposit with
the Trustee or with the Paying Agent money sufficient to pay the redemption
price of and accrued and unpaid interest and Liquidated Damages, if any, on all
Notes to be redeemed on that date. The Trustee or the Paying Agent shall
promptly return to the Company any money deposited with the Trustee or the
Paying Agent by the Company in excess of the amounts necessary to pay the
redemption price of, and accrued and unpaid interest on, all Notes to be
redeemed.

                  If the Company complies with the preceding paragraph of this
Section 3.05, on and after the redemption date, interest shall cease to accrue
on the Notes or the portions of Notes called for redemption. If a Note is
redeemed on or after a record date but on or prior to the related Interest
Payment Date, then any accrued and unpaid interest shall be paid to the Person
in whose name such Note was registered at the close of business on such record
date. If any Note called for redemption shall not be so paid upon surrender for
redemption because of the failure of the Company to comply with the preceding
paragraph, interest shall accrue on the unpaid principal, from the redemption
date until such principal is paid, and to the extent permitted by applicable law
on any interest accrued through the date of redemption but not paid on such
unpaid principal, in each case at the rate provided in the Notes and in Section
4.01 hereof.

                                       43


                  Section 3.06.     Notes Redeemed in Part. Upon surrender of a
Note that is redeemed in part, the Company shall issue and, upon the Company's
written request, the Trustee shall authenticate for the Holder at the expense of
the Company a new Note equal in principal amount to the unredeemed portion of
the Note surrendered.

                  Section 3.07.     Optional Redemption. (a) Except as set forth
in clause (b) of this Section 3.07, the Notes shall not be redeemable at the
Company's option prior to October 1, 2008. Thereafter, the Company may redeem
all or a part of the Notes, from time to time, upon not less than 30 nor more
than 60 days' notice, at the redemption prices (expressed as percentages of
principal amount) set forth below plus accrued and unpaid interest and
Liquidated Damages, if any, to the applicable redemption date, if redeemed
during the twelve-month period beginning on October 1 of the years indicated
below:



YEAR                                                           PERCENTAGE
- ----                                                           ----------
                                                            
2008....................................................        104.250%
2009....................................................        102.833%
2010....................................................        101.417%
2011 and thereafter.....................................        100.000%


                  (b)      At any time prior to October 1, 2006, the Company may
at its option on any one or more occasions redeem up to 35% of the aggregate
principal amount of Notes at a redemption price of 108.50% of the principal
amount thereof, plus accrued and unpaid interest and Liquidated Damages, if any,
thereon to the redemption date, with the net cash proceeds of one or more Equity
Offerings; provided that (i) at least 65% of the aggregate principal amount of
Notes remains outstanding immediately after the occurrence of such redemption
(excluding Notes held by the Company or its Subsidiaries); and (ii) the
redemption must occur within 45 days of the date of the closing of such Equity
Offering.

                  (c)      Any redemption pursuant to this Section 3.07 shall be
made pursuant to Section 3.01 through 3.06 hereof.

                  Section 3.08.     Mandatory Redemption. The Company is not
required to make mandatory redemption or sinking fund payments with respect to
the Notes.

                  Section 3.09.     Offer to Purchase. In the event that,
pursuant to Sections 4.10 and 4.14 hereof, the Company shall be required to
commence an offer to all Holders to purchase Notes (a "Repurchase Offer"), it
shall follow the procedures specified below.

                  The Repurchase Offer shall remain open for a period of 20
Business Days following its commencement and no longer, except to the extent
that a longer period is required by applicable law (the "Offer Period"). No
later than five Business Days after the termination of the Offer Period (the
"Purchase Date"), the Company shall purchase the principal amount of Notes
required to be purchased pursuant to Section 4.10 or 4.14 hereof (the "Offer
Amount") or, if less than the Offer Amount has been tendered, all Notes tendered
in response to the Repurchase Offer. Payment for any Notes so purchased shall be
made in the same manner as interest payments are made.

                                       44


                  If the Purchase Date is on or after an interest Record Date
and on or before the related Interest Payment Date, any accrued and unpaid
interest shall be paid to the Person in whose name a Note is registered at the
close of business on such Record Date, and no additional interest shall be
payable to Holders who tender Notes pursuant to the Repurchase Offer.

                  Upon the commencement of a Repurchase Offer, the Company shall
send, by first class mail, a notice to the Trustee and each of the Holders, with
a copy to the Trustee. The notice shall contain all instructions and materials
necessary to enable such Holders to tender Notes pursuant to the Repurchase
Offer. The Repurchase Offer shall be made to all Holders. The notice, which
shall govern the terms of the Repurchase Offer, shall state:

                  (a)      that the Repurchase Offer is being made pursuant to
         this Section 3.09 and Section 4.10 or 4.14 hereof and the length of
         time the Repurchase Offer shall remain open;

                  (b)      the Offer Amount, the purchase price and the Purchase
         Date;

                  (c)      that any Note not tendered or accepted for payment
         shall continue to accrue interest and Liquidated Damages, if any;

                  (d)      that, unless the Company defaults in making such
         payment, any Note accepted for payment pursuant to the Repurchase Offer
         shall cease to accrue interest and Liquidated Damages, if any, after
         the Purchase Date;

                  (e)      that Holders electing to have a Note purchased
         pursuant to a Repurchase Offer may only elect to have all of such Note
         purchased or a portion of such Note in denominations of $1,000 or
         integral multiples thereof;

                  (f)      that Holders electing to have a Note purchased
         pursuant to any Repurchase Offer shall be required to surrender the
         Note, with the form entitled "Option of Holder to Elect Purchase" on
         the reverse of the Note completed, or transfer by book-entry transfer,
         to the Company, the Depositary, if appointed by the Company, or a
         Paying Agent at the address specified in the notice at least three days
         before the Purchase Date;

                  (g)      that Holders shall be entitled to withdraw their
         election if the Company, the Depositary or the Paying Agent, as the
         case may be, receives, not later than the expiration of the Offer
         Period, a telegram, telex, facsimile transmission or letter setting
         forth the name of the Holder, the principal amount of the Note the
         Holder delivered for purchase and a statement that such Holder is
         withdrawing his election to have such Note purchased;

                  (h)      that, if the aggregate principal amount of Notes
         surrendered by Holders exceeds the Offer Amount required pursuant to
         Section 4.10, the Company shall select the Notes to be purchased
         pursuant to the terms of Section 3.02 (with such adjustments as may be
         deemed appropriate by the Trustee so that only Notes in denominations
         of $1,000, or integral multiples thereof, shall be purchased); and

                                       45


                  (i)      that Holders whose Notes were purchased only in part
         shall be issued new Notes equal in principal amount to the unpurchased
         portion of the Notes surrendered (or transferred by book-entry
         transfer).

                  On or before the Purchase Date, the Company shall, to the
extent lawful, accept for payment, on a pro rata basis to the extent necessary,
the Offer Amount of Notes or portions thereof tendered pursuant to the
Repurchase Offer, or if less than the Offer Amount has been tendered, all Notes
tendered, and shall deliver to the Trustee an Officers' Certificate stating that
such Notes or portions thereof were accepted for payment by the Company in
accordance with the terms of this Section 3.09. The Company, the Depositary or
the Paying Agent, as the case may be, shall promptly (but in any case not later
than five days after the Purchase Date) mail or deliver to each tendering Holder
an amount equal to the purchase price of the Notes tendered by such Holder and
accepted by the Company for purchase, and the Company shall promptly issue a new
Note, and the Trustee, upon written request from the Company shall authenticate
and mail or deliver such new Note to such Holder, in a principal amount equal to
any unpurchased portion of the Note surrendered. Any Note not so accepted shall
be promptly mailed or delivered by the Company to the Holder thereof. The
Company shall publicly announce the results of the Repurchase Offer on the
Purchase Date.

                  Other than as specifically provided in this Section 3.09, any
purchase pursuant to this Section 3.09 shall be made pursuant to Sections 3.01
through 3.06 hereof.

                                   ARTICLE 4

                                   COVENANTS

                  Section 4.01.     Payment of Notes. The Company shall pay or
cause to be paid the principal of, premium, if any, and Liquidated Damages, if
any, and interest on the Notes on the dates and in the manner provided in the
Notes and in this Indenture. Principal, premium, if any, and Liquidated Damages,
if any, and interest shall be considered paid on the date due if the Paying
Agent, if a Person other than the Company, a Subsidiary or affiliate thereof,
holds as of 12:00 p.m. (noon) Eastern Time on the due date money deposited by
the Company in immediately available funds and designated for and sufficient to
pay all principal, premium, if any, and Liquidated Damages, if any, and accrued
and unpaid interest then due.

                  The Company shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue principal at the
rate equal to 1% per annum in excess of the then applicable interest rate on the
Notes to the extent lawful; it shall pay interest (including post-petition
interest in any proceeding under any Bankruptcy Law) on overdue installments of
interest and Liquidated Damages (without regard to any applicable grace period)
at the same rate to the extent lawful.

                  Section 4.02.     Maintenance of Office or Agency. The Company
shall maintain in the Borough of Manhattan, the City of New York, an office or
agency (which may be an office of the Trustee or an affiliate of the Trustee,
Registrar or co-registrar) where Notes may be surrendered for registration of
transfer or for exchange and where notices and demands to or

                                       46


upon the Company in respect of the Notes and this Indenture may be served. The
Company shall give prompt written notice to the Trustee of the location, and any
change in the location, of such office or agency. If at any time the Company
shall fail to maintain any such required office or agency or shall fail to
furnish the Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office of the
Trustee.

                  The Company may also from time to time designate one or more
other offices or agencies where the Notes may be presented or surrendered for
any or all such purposes and may from time to time rescind such designations;
provided, however, that no such designation or rescission shall in any manner
relieve the Company of its obligation to maintain an office or agency in the
Borough of Manhattan, the City of New York for such purposes. The Company shall
give prompt written notice to the Trustee of any such designation or rescission
and of any change in the location of any such other office or agency.

                  The Company hereby designates the Corporate Trust Office of
the Trustee as one such office or agency of the Company in accordance with
Section 2.03.

                  Section 4.03.     Reports. (a) Whether or not required by the
SEC, so long as any Notes are outstanding, the Company shall prepare and furnish
to the Holders of Notes, within the time periods specified in the SEC's rules
and regulations, (i) all quarterly and annual financial information that would
be required to be contained in a filing with the SEC on Forms 10-Q and 10-K if
the Company were required to file such Forms, including a "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and,
with respect to the annual information only, a report on the annual financial
statements by the Company's certified independent accountants; and (ii) all
current reports that would be required to be filed with the SEC on Form 8-K if
the Company were required to file such reports. In addition, whether or not
required by the SEC, the Company shall file a copy of all of the information and
reports referred to in clauses (i) and (ii) above with the SEC for public
availability within the time periods specified in the SEC's rules and
regulations (unless the SEC shall not accept such a filing) and make such
information available to securities analysts and prospective investors upon
request. In addition, the Company and the Guarantors have agreed that, for so
long as any Notes remain outstanding, they shall furnish to the Holders and to
prospective investors, upon their request, the information required to be
delivered pursuant to Rule 144A(d)(4) under the Securities Act.

                  (b)      If the Company has designated any of its Subsidiaries
as Unrestricted Subsidiaries, then the quarterly and annual financial
information required by paragraph (a) above shall include a reasonably detailed
presentation, either on the face of the financial statements or in the footnotes
thereto, and in "Management's Discussion and Analysis of Financial Condition and
Results of Operations," of the financial condition and results of operations of
the Company and its Restricted Subsidiaries separate from the financial
condition and results of operations of the Unrestricted Subsidiaries of the
Company.

                  Section 4.04.     Compliance Certificate. (a) The Company and
each Guarantor (to the extent that such Guarantor is so required under the TIA)
shall deliver to the Trustee, within 90 days after the end of each fiscal year,
an Officers' Certificate stating that, to his or her knowledge the Company has
kept, observed, performed and fulfilled its obligations under this

                                       47


Indenture and is not in default in the performance or observance of any of the
terms, provisions and conditions of this Indenture (or, if a Default or Event of
Default shall have occurred, describing all such Defaults or Events of Default
of which he or she may have knowledge and what action the Company is taking or
proposes to take with respect thereto) and that to his or her knowledge no event
has occurred and is continuing by reason of which payments on account of the
principal of or interest, if any, on the Notes is prohibited or if such event
has occurred, a description of the event and what action the Company is taking
or proposes to take with respect thereto.

                  (b)      So long as not contrary to the then current
recommendations of the American Institute of Certified Public Accountants, the
year-end financial statements delivered pursuant to Section 4.03(a) above shall
be accompanied by a written statement of the Company's independent public
accountants (who shall be a firm of established national reputation) that in
making the examination necessary for certification of such financial statements,
nothing has come to their attention that would lead them to believe that the
Company has violated Article 4 or Article 5 hereof or, if any such violation has
occurred, specifying the nature and period of existence thereof, it being
understood that such accountants shall not be liable directly or indirectly to
any Person for any failure to obtain knowledge of any such violation.

                  (c)      The Company shall, so long as any of the Notes are
outstanding, deliver to the Trustee, forthwith, but in no event later than five
Business Days, upon any Officer becoming aware of any Default or Event of
Default, an Officers' Certificate specifying such Default or Event of Default
and what action the Company is taking or proposes to take with respect thereto.

                  Section 4.05.     Taxes. The Company shall pay, and shall
cause each of its Subsidiaries to pay, prior to delinquency, all material taxes,
assessments, and governmental levies except such as are contested in good faith
and by appropriate proceedings or where the failure to effect such payment is
not adverse in any material respect to the Holders of the Notes.

                  Section 4.06.     Stay, Extension and Usury Laws. Each of the
Company and the Guarantors covenants (to the extent that it is permitted by
applicable law) that it shall not at any time insist upon, plead, or in any
manner whatsoever claim or take the benefit or advantage of, any stay, extension
or usury law wherever enacted, now or at any time hereafter in force, that may
affect the obligations of the Company and each of the Guarantors and the
performance of this Indenture by the Company and each of the Guarantors; and
each of the Company and the Guarantors (to the extent that it is permitted by
applicable law) hereby expressly waives all benefit or advantage of any such
law, and covenants that it shall not, by resort to any such law, hinder, delay
or impede the execution of any power herein granted to the Trustee, but shall
suffer and permit the execution of every such power as though no such law has
been enacted.

                  Section 4.07.     Restricted Payments. (a) The Company shall
not, and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly:

                  (i)      declare or pay any dividend or make any other payment
         or distribution on account of the Company's or any of its Restricted
         Subsidiaries' Equity Interests (including, without limitation, any
         payment in connection with any merger or consolidation involving the
         Company or any of its Restricted Subsidiaries) or to the

                                       48


         direct or indirect holders of the Company's or any of its Restricted
         Subsidiaries' Equity Interests in their capacity as such (other than
         dividends, payments or distributions payable in Equity Interests (other
         than Disqualified Stock) of the Company or to the Company or a
         Restricted Subsidiary of the Company);

                  (ii)     purchase, redeem or otherwise acquire or retire for
         value (including, without limitation, in connection with any merger or
         consolidation involving the Company) any Equity Interests of the
         Company or any Restricted Subsidiary of the Company held by Persons
         other than the Company or any of its Restricted Subsidiaries, other
         than the purchase, redemption or acquisition or retirement for value of
         all of the Equity Interests in VARTA not held by the Company or any of
         its Restricted Subsidiaries pursuant to, and in accordance with the
         terms of, the VARTA Joint Venture Agreement as in effect on the Issue
         Date to the extent the cash purchase price does not exceed (euro)l.0
         million;

                  (iii)    make any payment on or with respect to, or purchase,
         redeem, defease or otherwise acquire or retire for value any
         Indebtedness that is subordinated to the Notes or the Note Guarantees,
         except a payment of interest or principal on or after the Stated
         Maturity thereof; or

                  (iv)     make any Restricted Investment (all such payments and
         other actions set forth in clauses (i) through (iv) above being
         collectively referred to as "Restricted Payments"),

unless, at the time of and after giving effect to such Restricted Payment:

                  (A)      no Default or Event of Default shall have occurred
         and be continuing or would occur as a consequence thereof; and

                  (B)      the Company would, at the time of such Restricted
         Payment and after giving pro forma effect thereto as if such Restricted
         Payment had been made at the beginning of the applicable four-quarter
         period, have been permitted to incur at least $1.00 of additional
         Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth
         in Section 4.09; and

                  (C)      such Restricted Payment, together with the aggregate
         amount of all other Restricted Payments made by the Company and its
         Restricted Subsidiaries after the Issue Date (excluding Restricted
         Payments permitted by clauses (ii), (iii) (iv) (to the extent such
         dividends are paid to the Company or any of its Restricted
         Subsidiaries) and (v) of Section 4.07(b)), is less than the sum,
         without duplication, of:

                           (1)      50% of the Consolidated Net Income of the
                  Company for the period (taken as one accounting period) from
                  the beginning of the first fiscal quarter commencing after the
                  Issue Date to the end of the Company's most recently ended
                  fiscal quarter for which internal financial statements are
                  available at the time of such Restricted Payment (or, if such
                  Consolidated Net Income for such period is a deficit, less
                  100% of such deficit); plus

                                       49


                           (2)      100% of the aggregate net cash proceeds
                  received by the Company since the Issue Date as a contribution
                  to its common equity capital or from the issue or sale of
                  Equity Interests of the Company (other than Disqualified
                  Stock) or from the issue or sale of convertible or
                  exchangeable Disqualified Stock or convertible or exchangeable
                  debt securities of the Company that have been converted into
                  or exchanged for such Equity Interests (other than Equity
                  Interests (or Disqualified Stock or debt securities) sold to a
                  Subsidiary of the Company); plus

                           (3)      with respect to Restricted Investments made
                  by the Company and its Restricted Subsidiaries after the Issue
                  Date, an amount equal to the net reduction in Investments
                  (other than reductions in Permitted Investments) in any Person
                  resulting from repayments of loans or advances, or other
                  transfers of assets, in each case to the Company or any
                  Restricted Subsidiary or from the net cash proceeds from the
                  sale of any such Investment (except, in each case, to the
                  extent any such payment or proceeds are included in the
                  calculation of Consolidated Net Income, from the release of
                  any Guarantee (except to the extent any amounts are paid under
                  such Guarantee) or from redesignations of Unrestricted
                  Subsidiaries as Restricted Subsidiaries, not to exceed, in
                  each case, the amount of Investments previously made by the
                  Company or any Restricted Subsidiary in such Person or
                  Unrestricted Subsidiary; plus

                           (4)      $20.0 million.

                  (b)      So long as no Default has occurred and is continuing
or would be caused thereby, the preceding clauses of this Section 4.07 shall not
prohibit:

                  (i)      the payment of any dividend within 60 days after the
         date of declaration thereof, if at said date of declaration such
         payment would have complied with this Indenture;

                  (ii)     the redemption, repurchase, retirement, defeasance or
         other acquisition of any subordinated Indebtedness of the Company or
         any Guarantor or of any Equity Interests of the Company or any
         Guarantor in exchange for, or out of the net cash proceeds of a
         contribution to the common equity of the Company or a substantially
         concurrent sale (other than to a Subsidiary of the Company) of, Equity
         Interests of the Company (other than Disqualified Stock); provided that
         the amount of any such net cash proceeds that are utilized for any such
         redemption, repurchase, retirement, defeasance or other acquisition
         shall be excluded from clause (C)(2) of Section 4.07(a);

                  (iii)    the defeasance, redemption, repurchase or other
         acquisition of subordinated Indebtedness of the Company or any
         Guarantor with the net cash proceeds from an incurrence of Permitted
         Refinancing Indebtedness;

                  (iv)     the payment of any dividend by a Restricted
         Subsidiary of the Company to the holders of its common Equity Interests
         on a pro rata basis;

                                       50


                  (v)      Investments acquired as a capital contribution to, or
         in exchange for, or out of the net cash proceeds of a substantially
         concurrent offering of, Equity Interests (other than Disqualified
         Stock) of the Company; provided that the amount of any such net cash
         proceeds that are utilized for any such acquisition or exchange shall
         be excluded from clause (C)(2) of Section 4.07(a);

                  (vi)     the repurchase of Capital Stock deemed to occur upon
         the exercise of options or warrants if such Capital Stock represents
         all or a portion of the exercise price thereof;

                  (vii)    the repurchase, redemption or other acquisition or
         retirement for value of any Equity Interests of the Company held by any
         employee, former employee, director or former director of the Company
         (or any of its Restricted Subsidiaries) upon the death, disability or
         termination of employment of any of the foregoing pursuant to the terms
         of any employee equity subscription agreement, stock option agreement
         or similar agreement; provided that the aggregate price paid for all
         such repurchased, redeemed, acquired or retired Equity Interests in any
         fiscal year shall not exceed the sum of (x) $3.0 million and (y) the
         amount of Restricted Payments permitted but not made pursuant to this
         clause (vii) in the immediately preceding fiscal year; or

                  (viii)   the repurchase, redemption or other acquisition or
         retirement for value of any Equity Interests of any Restricted
         Subsidiary of the Company from the minority stockholders (or other
         holders of minority interest, however designated) of such Restricted
         Subsidiary for fair market value; provided that the aggregate price
         paid for all such repurchased, redeemed, acquired or retired Equity
         Interests shall not exceed $15.0 million.

                  The amount of all Restricted Payments (other than cash) shall
be the fair market value on the date of the Restricted Payment of the asset(s)
or securities proposed to be transferred or issued to or by the Company or such
Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair
market value of any assets or securities that are required to be valued pursuant
to this Section 4.07 shall be determined by the Board of Directors of the
Company whose resolution with respect thereto shall be delivered to the Trustee.
Not later than the date of making any Restricted Payment, the Company shall
deliver to the Trustee an Officers' Certificate stating that such Restricted
Payment is permitted and setting forth the basis upon which the calculations
required by this Section 4.07 were computed, together with a copy of any
fairness opinion or appraisal required by this Indenture.

                  Section 4.08.     Dividend and Other Payment Restrictions
Affecting Restricted Subsidiaries. The Company shall not, and shall not permit
any of its Restricted Subsidiaries to, directly or indirectly, create or permit
to exist or become effective any consensual encumbrance or restriction on the
ability of any Restricted Subsidiary to:

                  (a)      pay dividends or make any other distributions on its
         Capital Stock (or with respect to any other interest or participation
         in, or measured by, its profits) to the Company or any of its
         Restricted Subsidiaries or pay any liabilities owed to the Company or
         any of its Restricted Subsidiaries;

                                       51


                  (b)      make loans or advances to the Company or any of its
         Restricted Subsidiaries; or

                  (c)      transfer any of its properties or assets to the
         Company or any of its Restricted Subsidiaries.

                  However, the preceding restrictions shall not apply to
encumbrances or restrictions existing under, by reason of, or with respect to:

                  (i)      the Credit Agreement, Existing Indebtedness or any
         other agreements in effect on the Issue Date and any amendments,
         modifications, restatements, renewals, extensions, supplements,
         refundings, replacements or refinancings thereof, provided that the
         encumbrances and restrictions in any such amendments, modifications,
         restatements, renewals, extensions, supplements, refundings,
         replacement or refinancings are no more restrictive, taken as a whole,
         than those in effect on the Issue Date;

                  (ii)     applicable law, rule, regulation or order;

                  (iii)    any Person or the property or assets of a Person
         acquired by the Company or any of its Restricted Subsidiaries existing
         at the time of such acquisition and not incurred in connection with or
         in contemplation of such acquisition, which encumbrance or restriction
         is not applicable to any Person or the properties or assets of any
         Person, other than the Person, or the property or assets of such
         Person, so acquired and any amendments, modifications, restatements,
         renewals, extensions, supplements, refundings, replacements or
         refinancings thereof, provided that the encumbrances and restrictions
         in any such amendments, modifications, restatements, renewals,
         extensions, supplements, refundings, replacement or refinancings are no
         more restrictive, taken as a whole, than those contained in the Credit
         Agreement, Existing Indebtedness or such other agreements as in effect
         on the date of the acquisition;

                  (iv)     in the case of clause (c) of the first paragraph of
         this Section 4.08:

                           (A)      provisions that restrict in a customary
                  manner the subletting, assignment or transfer of any property
                  or asset that is a lease, license, conveyance or contract or
                  similar property or asset,

                           (B)      restrictions existing by virtue of any
                  transfer of, agreement to transfer, option or right with
                  respect to, or Lien on, any property or assets of the Company
                  or any Restricted Subsidiary not otherwise prohibited by this
                  Indenture, or

                           (C)      restrictions arising or agreed to in the
                  ordinary course of business, not relating to any Indebtedness,
                  and that do not, individually or in the aggregate, detract
                  from the value of property or assets of the Company or any
                  Restricted Subsidiary in any manner material to the Company or
                  any Restricted Subsidiary;

                                       52


                  (v)      provisions with respect to the disposition or
         distribution of assets or property in joint venture agreements and
         other similar agreements entered into in the ordinary course of
         business;

                  (vi)     any agreement for the sale or other disposition of
         all or substantially all of the capital stock of, or property and
         assets of, a Restricted Subsidiary that restricted distributions by
         that Restricted Subsidiary pending such sale or other disposition; and

                  (vii)    Indebtedness of a Foreign Subsidiary permitted to be
         incurred under this Indenture; provided that (A) such encumbrances or
         restrictions are ordinary and customary with respect to the type of
         Indebtedness being incurred; and (B) such encumbrances or restrictions
         will not affect the Company's ability to make principal and interest
         payments on the Notes, as determined in good faith by the Board of
         Directors of the Company.

                  Section 4.09.     Incurrence of Indebtedness and Issuance of
Preferred Stock. (a) The Company shall not, and shall not permit any of its
Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness
(including Acquired Debt), and the Company shall not permit any of its
Restricted Subsidiaries to issue any preferred stock; provided, however, that
the Company or any Guarantor may incur Indebtedness, if the Fixed Charge
Coverage Ratio for the Company's most recently ended four full fiscal quarters
for which internal financial statements are available immediately preceding the
date on which such additional Indebtedness is incurred would have been at least
2.0 to 1, determined on a pro forma basis (including a pro forma application of
the net proceeds therefrom), as if the additional Indebtedness had been incurred
at the beginning of such four-quarter period.

                  (b)      So long as no Default shall have occurred and be
continuing or would be caused thereby, Section 4.09(a) shall not prohibit the
incurrence of any of the following items of Indebtedness (collectively,
"Permitted Debt"):

                  (i)      the incurrence by (A) the Company or any Foreign
         Subsidiary of the Company of Indebtedness under Credit Facilities (and
         the incurrence by the Guarantors of Guarantees thereof) in an aggregate
         principal amount at any one time outstanding pursuant to this clause
         (i) (with letters of credit being deemed to have a principal amount
         equal to the maximum potential liability of the Company and its
         Restricted Subsidiaries thereunder) not to exceed $700.0 million, less
         the aggregate amount of all Net Proceeds of Asset Sales applied by the
         Company or any Restricted Subsidiary to permanently repay any such
         Indebtedness (and, in the case of any revolving credit Indebtedness, to
         effect a corresponding commitment reduction thereunder) pursuant to
         Section 4.10; provided that the aggregate principal amount of
         Indebtedness of all Foreign Subsidiaries of the Company incurred
         pursuant to this clause (i) shall not exceed(euro)60.0 million; and (B)
         Foreign Subsidiaries of Guarantees of other Foreign Subsidiaries'
         Indebtedness under Credit Facilities;

                  (ii)     the incurrence of Existing Indebtedness;

                                       53


                  (iii)    the incurrence by the Company and the Guarantors of
         Indebtedness represented by the Notes and the related Note Guarantees
         to be issued on the Issue Date and the Exchange Notes and the related
         Note Guarantees to be issued pursuant to the Registration Rights
         Agreement;

                  (iv)     the incurrence by the Company or any Guarantor of
         Indebtedness represented by Capital Lease Obligations, mortgage
         financings or purchase money obligations, in each case, incurred for
         the purpose of financing all or any part of the purchase price or cost
         of construction or improvement of property, plant or equipment used in
         the business of the Company or such Guarantor, in an aggregate
         principal amount, including all Permitted Refinancing Indebtedness
         incurred to refund, refinance or replace any Indebtedness incurred
         pursuant to this clause (iv), not to exceed $30.0 million at any time
         outstanding;

                  (v)      the incurrence by the Company or any Restricted
         Subsidiary of the Company of Permitted Refinancing Indebtedness in
         exchange for, or the net proceeds of which are used to refund,
         refinance or replace Indebtedness (other than intercompany
         Indebtedness) that was permitted by this Indenture to be incurred under
         Section 4.09(a) or clauses (ii) (other than Indebtedness incurred in
         connection with the acquisition of Remington), (iii), (iv), (v), or
         (viii) of this Section 4.09(b);

                  (vi)     the incurrence by the Company or any of its
         Restricted Subsidiaries of intercompany Indebtedness owing to and held
         by the Company or any of its Restricted Subsidiaries; provided,
         however, that:

                           (x)      if the Company or any Guarantor is the
                  obligor on such Indebtedness, such Indebtedness must be
                  unsecured and expressly subordinated to the prior payment in
                  full in cash of all Obligations with respect to the Notes, in
                  the case of the Company, or the Note Guarantee, in the case of
                  a Guarantor;

                           (y)      Indebtedness owed to the Company or any
                  Guarantor must be evidenced by an unsubordinated promissory
                  note, unless the obligor under such Indebtedness is the
                  Company or a Guarantor; and

                           (z)      (A) any subsequent issuance or transfer of
                  Equity Interests that results in any such Indebtedness being
                  held by a Person other than the Company or a Restricted
                  Subsidiary thereof and (B) any sale or other transfer of any
                  such Indebtedness to a Person that is not either the Company
                  or a Restricted Subsidiary thereof, shall be deemed, in each
                  case, to constitute an incurrence of such Indebtedness by the
                  Company or such Restricted Subsidiary, as the case may be,
                  that was not permitted by this clause (vi);

                  (vii)    the Guarantee by the Company or any of the Guarantors
         of Indebtedness of the Company or a Restricted Subsidiary of the
         Company that was permitted to be incurred by another provision of this
         Section 4.09;

                  (viii)   the incurrence by the Company or any Guarantor of
         additional Indebtedness in an aggregate principal amount (or accreted
         value, as applicable) at any

                                       54


         time outstanding, including all Permitted Refinancing Indebtedness
         incurred to refund, refinance or replace any Indebtedness incurred
         pursuant to this clause (8), not to exceed $30.0 million;

                  (ix)     the incurrence of Indebtedness by the Company or any
         Restricted Subsidiary of the Company arising from the honoring by a
         bank or other financial institution of a check, draft or similar
         instrument inadvertently (except in the case of daylight overdrafts)
         drawn against insufficient funds in the ordinary course of business;
         provided that such Indebtedness is extinguished within five business
         days of incurrence; and

                  (x)      the incurrence of Indebtedness by a Foreign
         Subsidiary in an aggregate principal amount for all Foreign
         Subsidiaries at any one time outstanding pursuant to this clause (x)
         not to exceed 10% of Consolidated Net Tangible Assets of the Company;
         provided that after giving effect to the incurrence of any such
         Indebtedness, the Company would be permitted to incur at least $1.00 of
         additional Indebtedness pursuant to the Fixed Charge Coverage Ratio
         test set forth in Section 4.09(a).

                  (c)      For purposes of determining compliance with this
Section 4.09, in the event that any proposed Indebtedness meets the criteria of
more than one of the categories of Permitted Debt described in clauses (i)
through (x) of Section 4.09(b) above, or is entitled to be incurred pursuant to
Section 4.09(a), the Company shall be permitted to classify at the time of its
incurrence such item of Indebtedness in any manner that complies with this
Section 4.09. Indebtedness under Credit Facilities outstanding on the date on
which Notes are first issued under this Indenture shall be deemed to have been
incurred on such date in reliance on the exception provided by clause (i) of
Section 4.09(b). In addition, any Indebtedness originally classified as incurred
pursuant to clauses (i) through (x) of Section 4.09(b) may later be reclassified
by the Company such that it shall be deemed as having been incurred pursuant to
another of such clauses to the extent that such reclassified Indebtedness could
be incurred pursuant to such new clause at the time of such reclassification.

                  (d)      Notwithstanding any other provision of this Section
4.09, the maximum amount of Indebtedness that may be incurred pursuant to this
Section 4.09 shall not be deemed to be exceeded, with respect to any outstanding
Indebtedness due solely to the result of fluctuations in the exchange rates of
currencies.

                  Section 4.10.     Asset Sales. (a) The Company shall not, and
shall not permit any of its Restricted Subsidiaries to, consummate an Asset Sale
unless:

                  (i)      the Company (or the Restricted Subsidiary, as the
         case may be) receives consideration at the time of such Asset Sale at
         least equal to the fair market value of the assets or Equity Interests
         issued or sold or otherwise disposed of;

                  (ii)     such fair market value is determined by the Company's
         Board of Directors and evidenced by a resolution of the Board of
         Directors set forth in an Officers' Certificate delivered to the
         Trustee; and

                                       55


                  (iii)    at least 75% of the consideration therefor received
         by the Company or such Restricted Subsidiary is in the form of cash or
         Replacement Assets or a combination of both. For purposes of this
         clause, each of the following shall be deemed to be cash:

                           (A)      any liabilities (as shown on the Company's
                  or such Restricted Subsidiary's most recent balance sheet), of
                  the Company or any Restricted Subsidiary (other than
                  contingent liabilities, Indebtedness that is by its terms
                  subordinated to the Notes or any Note Guarantee and
                  liabilities to the extent owed to the Company or any Affiliate
                  of the Company) that are assumed by the transferee of any such
                  assets pursuant to a written novation agreement that releases
                  the Company or such Restricted Subsidiary from further
                  liability; and

                           (B)      any securities, notes or other obligations
                  received by the Company or any such Restricted Subsidiary from
                  such transferee that are converted by the Company or such
                  Restricted Subsidiary into cash (to the extent of the cash
                  received in that conversion) within 90 days of the applicable
                  Asset Sale.

                  (b)      Within 360 days after the receipt of any Net Proceeds
from an Asset Sale, the Company may apply such Net Proceeds at its option:

                  (i)      to repay Senior Debt and, if the Senior Debt repaid
         is revolving credit Indebtedness, to correspondingly reduce commitments
         with respect thereto; or

                  (ii)     to purchase Replacement Assets or make a capital
         expenditure in or that is used or useful in a Permitted Business.

Pending the final application of any such Net Proceeds, the Company may
temporarily reduce revolving credit borrowings or otherwise invest such Net
Proceeds in any manner that is not prohibited by this Indenture.

                  (c)      Any Net Proceeds from Asset Sales that are not
applied or invested as provided in the preceding paragraph shall constitute
"Excess Proceeds." Within 10 days after the aggregate amount of Excess Proceeds
exceeds $10.0 million, the Company shall make an offer (an "Asset Sale Offer")
to all Holders of Notes and all holders of other Indebtedness that is pari passu
with the Notes or any Note Guarantee containing provisions similar to those set
forth in this Indenture with respect to offers to purchase with the proceeds of
sales of assets, to purchase the maximum principal amount of Notes and such
other pari passu Indebtedness that may be purchased out of the Excess Proceeds.
The offer price in any Asset Sale Offer shall be equal to 100% of the principal
amount of the Notes and such other pari passu Indebtedness plus accrued and
unpaid interest and Liquidated Damages, if any, to the date of purchase, and
shall be payable in cash. If any Excess Proceeds remain after consummation of an
Asset Sale Offer, the Company may use such Excess Proceeds for any purpose not
otherwise prohibited by this Indenture. If the aggregate principal amount of
Notes and such other pari passu Indebtedness tendered into such Asset Sale Offer
exceeds the amount of Excess Proceeds, the Notes and such other pari passu
Indebtedness shall be purchased on a pro rata basis based on the principal
amount of Notes and such other pari passu Indebtedness tendered. Upon completion
of each Asset Sale Offer, the amount of Excess Proceeds shall be reset at zero.

                                       56


                  (d)      Any Asset Sale Offer shall be made in accordance with
Section 3.09. The Company shall comply with the requirements of Rule 14e-1 under
the Exchange Act and any other securities laws and regulations thereunder to the
extent such laws and regulations are applicable in connection with each
repurchase of Notes pursuant to an Asset Sale Offer. To the extent that the
provisions of any securities laws or regulations conflict with this Section 4.10
or Section 3.04, the Company shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations under
this Section 4.10 or Section 3.04 by virtue of such compliance.

                  Section 4.11.     Transactions with Affiliates. (a) The
Company shall not, and shall not permit any of its Restricted Subsidiaries to,
make any payment to, or sell, lease, transfer or otherwise dispose of any of its
properties or assets to, or purchase any property or assets from, or enter into,
make, amend, renew or extend any transaction, contract, agreement,
understanding, loan, advance or Guarantee with, or for the benefit of, any
Affiliate (each, an "Affiliate Transaction"), unless:

                  (i)      such Affiliate Transaction is on terms that are no
         less favorable to the Company or the relevant Restricted Subsidiary
         than those that would have been obtained in a comparable arm's-length
         transaction by the Company or such Restricted Subsidiary with a Person
         that is not an Affiliate of the Company; and

                  (ii)     the Company delivers to the Trustee:

                           (A)      with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $5.0 million, a resolution of the
                  Board of Directors of the Company set forth in an Officers'
                  Certificate certifying that such Affiliate Transaction or
                  series of related Affiliate Transactions complies with this
                  Section 4.11 and that such Affiliate Transaction or series of
                  related Affiliate Transactions has been approved by a majority
                  of the disinterested members of the Board of Directors of the
                  Company; and

                           (B)      with respect to any Affiliate Transaction or
                  series of related Affiliate Transactions involving aggregate
                  consideration in excess of $15.0 million, an opinion as to the
                  fairness to the Company or such Restricted Subsidiary of such
                  Affiliate Transaction or series of related Affiliate
                  Transactions from a financial point of view issued by an
                  independent accounting, appraisal or investment banking firm
                  of national standing.

                  (b)      The following items shall not be deemed to be
Affiliate Transactions and, therefore, shall not be subject to Section 4.11(a):

                  (i)      transactions between or among the Company and/or its
         Restricted Subsidiaries;

                  (ii)     payment of reasonable and customary fees and
         compensation to, and reasonable and customary indemnification
         arrangements and similar payments on behalf of, directors of the
         Company;

                                       57


                  (iii)    Restricted Payments that are permitted by this
         Indenture;

                  (iv)     any sale of Capital Stock (other than Disqualified
         Stock) of the Company;

                  (v)      loans and advances to officers and employees of the
         Company or any of its Restricted Subsidiaries for bona fide business
         purposes in the ordinary course of business consistent with past
         practice;

                  (vi)     any employment, consulting, service or termination
         agreement, or reasonable and customary indemnification arrangements,
         entered into by the Company or any of its Restricted Subsidiaries with
         officers and employees of the Company or any of its Restricted
         Subsidiaries and the payment of compensation to officers and employees
         of the Company or any of its Restricted Subsidiaries (including amounts
         paid pursuant to employee benefit plans, employee stock option or
         similar plans), in each case in the ordinary course of business and
         consistent with past practice; and

                  (vii)    any agreements or arrangements in effect on the Issue
         Date, or any amendment, modification, or supplement thereto or any
         replacement thereof, as long as such agreement or arrangement, as so
         amended, modified, supplemented or replaced, taken as a whole, is not
         more disadvantageous to the Company and its Restricted Subsidiaries
         than the original agreement as in effect on the Issue Date, as
         determined in good faith by the Company's Board of Directors, and any
         transactions contemplated by any of the foregoing agreements or
         arrangements.

                  Section 4.12.     Liens. The Company shall not, and shall not
permit any of its Restricted Subsidiaries to, create, incur, assume or otherwise
cause or suffer to exist or become effective any Lien of any kind securing
Indebtedness (other than Permitted Liens) upon any of their property or assets,
now owned or hereafter acquired, unless all payments due under this Indenture
and the Notes are secured on an equal and ratable basis with the obligations so
secured until such time as such obligations are no longer secured by a Lien.

                  Section 4.13.     Corporate Existence. Subject to Article 5
hereof, the Company shall do or cause to be done all things reasonably necessary
to preserve and keep in full force and effect (a) its corporate existence, and
the corporate, partnership or other existence of each of its subsidiaries, in
accordance with the respective organizational documents (as the same may be
amended from time to time) of the Company or any such subsidiary and (b) the
material rights (charter and statutory), licenses and franchises of the Company
and its subsidiaries; provided, however, that the Company shall not be required
to preserve any such right, license or franchise, or the corporate, partnership
or other existence of any of its subsidiaries, if the Board of Directors shall
determine that the preservation thereof is no longer desirable in the conduct of
the business of the Company and its subsidiaries, taken as a whole, and that the
loss thereof is not adverse in any material respect to the Holders of the Notes.

                  Section 4.14.     Offer to Repurchase upon Change of Control.
(a) If a Change of Control occurs, each Holder of Notes shall have the right to
require the Company to repurchase all or any part (equal to $1,000 or an
integral multiple thereof) of such Holder's Notes pursuant to the offer
described below (the "Change of Control Offer") at an offer price in cash equal
to

                                       58


101% of the aggregate principal amount thereof plus accrued and unpaid interest
and Liquidated Damages thereon, if any, to the date of purchase (the "Change of
Control Payment").

                  (b)      Within 30 days following any Change of Control, the
Company shall mail a notice to each Holder describing the transaction or
transactions that constitute the Change of Control and which shall be no earlier
than 30 days and no later than 60 days from the date such notice is mailed (the
"Change of Control Payment Date") and stating that the Change of Control Offer
is being made pursuant to this Section 4.14 and that all Notes properly tendered
pursuant to the Change of Control Offer will be accepted for payment.

                  (c)      Any Change of Control offer shall be made in
accordance with Section 3.09. The Company shall comply with the requirements of
Rule 14e-1 under the Exchange Act and any other securities laws and regulations
thereunder to the extent such laws and regulations are applicable in connection
with the repurchase of the Notes as a result of a Change of Control. To the
extent that the provisions of any securities laws or regulations conflict with
this Section 4.14, the Company shall comply with the applicable securities laws
and regulations and shall not be deemed to have breached its obligations under
this Section 4.14 by virtue of such compliance.

                  (d)      Prior to complying with this Section 4.14, but in any
event within 30 days following a Change of Control, the Company shall either
repay all outstanding Senior Debt or obtain the requisite consents, if any,
under all agreements governing outstanding Senior Debt to permit the repurchase
of Notes required by this Section 4.14.

                  (e)      Clause (b) of this Section 4.14 shall be applicable
regardless of whether any other Sections of this Indenture are applicable.
Except as described above with respect to a Change of Control, this Indenture
does not contain provisions that permit the Holders of the Notes to require that
the Company repurchase or redeem the Notes in the event of a takeover,
recapitalization or similar transaction.

                  (f)      The Company shall not be required to make a Change of
Control Offer upon a Change of Control if a third party makes the Change of
Control Offer in the manner, at the times and otherwise in compliance with the
requirements set forth in this Indenture applicable to a Change of Control Offer
made by the Company and purchases all Notes validly tendered and not withdrawn
under such Change of Control Offer.

                  Section 4.15.     Limitation on Senior Subordinated Debt. The
Company shall not incur any Indebtedness that is subordinate or junior in right
of payment to any Senior Debt of the Company unless it is pari passu or
subordinate in right of payment to the Notes to the same extent. No Guarantor
shall incur any Indebtedness that is subordinate or junior in right of payment
to the Senior Debt of such Guarantor unless it is pari passu or subordinate in
right of payment to such Guarantor's Note Guarantee to the same extent.

                  Section 4.16.     Designation of Restricted and Unrestricted
Subsidiaries. (a) The Board of Directors of the Company may designate any
Restricted Subsidiary of the Company to be an Unrestricted Subsidiary; provided
that:

                  (i)      any Guarantee by the Company or any Restricted
         Subsidiary of any Indebtedness of the Subsidiary being so designated
         shall be deemed to be an incurrence

                                       59


         of Indebtedness by the Company or such Restricted Subsidiary (or both,
         if applicable) at the time of such designation, and such incurrence of
         Indebtedness would be permitted under Section 4.09;

                  (ii)     the aggregate fair market value of all outstanding
         Investments owned by the Company and its Restricted Subsidiaries in the
         Subsidiary being so designated (including any Guarantee by the Company
         or any Restricted Subsidiary of any Indebtedness of such Subsidiary)
         shall be deemed to be a Restricted Investment made as of the time of
         such designation and that such Investment would be permitted under
         Section 4.07;

                  (iii)    such Subsidiary does not own any Equity Interests of,
         or hold any Liens on any Property of, the Company or any Restricted
         Subsidiary;

                  (iv)     the Subsidiary being so designated:

                           (A)      is not party to any agreement, contract,
                  arrangement or understanding with the Company or any
                  Restricted Subsidiary of the Company unless the terms of any
                  such agreement, contract, arrangement or understanding are no
                  less favorable to the Company or such Restricted Subsidiary
                  than those that might be obtained at the time from Persons who
                  are not Affiliates of the Company;

                           (B)      is a Person with respect to which neither
                  the Company nor any of its Restricted Subsidiaries has any
                  direct or indirect obligation (x) to subscribe for additional
                  Equity Interests or (y) to maintain or preserve such Person's
                  financial condition or to cause such Person to achieve any
                  specified levels of operating results;

                           (C)      has not Guaranteed or otherwise directly or
                  indirectly provided credit support for any Indebtedness of the
                  Company or any of its Restricted Subsidiaries, except to the
                  extent such Guarantee or credit support would be released upon
                  such designation; and

                           (D)      has at least one director on its Board of
                  Directors that is not a director or officer of the Company or
                  any of its Restricted Subsidiaries and has at least one
                  executive officer that is not a director or officer of the
                  Company or any of its Restricted Subsidiaries; and

                  (v)      no Default or Event of Default would be in existence
         following such designation.

                  (b)      Any designation of a Restricted Subsidiary of the
Company as an Unrestricted Subsidiary shall be evidenced to the Trustee by
filing with the Trustee a certified copy of the Board Resolution giving effect
to such designation and an Officers' Certificate certifying that such
designation complied with the preceding conditions and was permitted by this
Indenture. If, at any time, any Unrestricted Subsidiary would fail to meet any
of the preceding requirements described in clause (iv) above, it shall
thereafter cease to be an

                                       60


Unrestricted Subsidiary for purposes of this Indenture and any Indebtedness,
Investments, or Liens on the property, of such Subsidiary shall be deemed to be
incurred by a Restricted Subsidiary of the Company as of such date and, if such
Indebtedness, Investments or Liens are not permitted to be incurred as of such
date under this Indenture, the Company shall be in default under this Indenture.

                  (c)      The Board of Directors of the Company may at any time
designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided
that:

                  (i)      such designation shall be deemed to be an incurrence
         of Indebtedness by a Restricted Subsidiary of the Company of any
         outstanding Indebtedness of such Unrestricted Subsidiary and such
         designation shall only be permitted if such Indebtedness is permitted
         under Section 4.09, calculated on a pro forma basis as if such
         designation had occurred at the beginning of the four-quarter reference
         period;

                  (ii)     all outstanding Investments owned by such
         Unrestricted Subsidiary shall be deemed to be made as of the time of
         such designation and such Investments shall only be permitted if such
         Investments would be permitted under Section 4.07;

                  (iii)    all Liens upon property or assets of such
         Unrestricted Subsidiary existing at the time of such designation would
         be permitted under Section 4.12; and

                  (iv)     no Default or Event of Default would be in existence
         following such designation.

                  Section 4.17.     Payments for Consent. The Company shall not,
and shall not permit any of its Restricted Subsidiaries to, directly or
indirectly, pay or cause to be paid any consideration to or for the benefit of
any Holder of Notes for or as an inducement to any consent, waiver or amendment
of any of the terms or provisions of this Indenture or the Notes unless such
consideration is offered to be paid and is paid to all Holders of the Notes that
consent, waive or agree to amend in the time frame set forth in the solicitation
documents relating to such consent, waiver or agreement.

                  Section 4.18.     Business Activities. The Company shall not,
and shall not permit any of its Restricted Subsidiaries to, engage in any
business other than Permitted Businesses, except to such extent as would not be
material to the Company and its Restricted Subsidiaries taken as a whole.

                  Section 4.19.     Limitation on Issuances and Sales of Equity
Interests in Restricted Subsidiaries. The Company shall not transfer, convey,
sell, lease or otherwise dispose of, and shall not permit any of its Restricted
Subsidiaries to, issue, transfer, convey, sell, lease or otherwise dispose of
any Equity Interests in any Restricted Subsidiary of the Company to any Person
(other than the Company or a Restricted Subsidiary of the Company or, if
necessary, shares of its Capital Stock constituting directors' qualifying shares
or issuances of shares of Capital Stock of foreign Restricted Subsidiaries to
foreign nationals, to the extent required by applicable law), except:

                                       61


                  (1)      if, immediately after giving effect to such issuance,
         transfer, conveyance, sale, lease or other disposition, such Restricted
         Subsidiary would no longer constitute a Restricted Subsidiary and any
         Investment in such Person remaining after giving effect to such
         issuance or sale would have been permitted to be made under Section
         4.07 if made on the date of such issuance or sale and the cash Net
         Proceeds from such transfer, conveyance, sale, lease or other
         disposition are applied in accordance with Section 4.10; or

                  (2)      other sales of Capital Stock of a Restricted
         Subsidiary by the Company or a Restricted Subsidiary, provided that the
         Company or such Restricted Subsidiary complies with Section 4.10.

                  Section 4.20.     Additional Note Guarantees. (a) If the
Company or any of its Restricted Subsidiaries acquires or creates another
Domestic Subsidiary on or after the Issue Date, then that newly acquired or
created Domestic Subsidiary must become a Guarantor and execute a supplemental
indenture and deliver an Opinion of Counsel to the Trustee.

                  (b)      The Company shall not permit any of its Restricted
Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to
secure the payment of any other Indebtedness of the Company or any Restricted
Subsidiary thereof, other than Foreign Subsidiaries, unless such Restricted
Subsidiary is a Guarantor or simultaneously executes and delivers a supplemental
indenture providing for the Guarantee of the payment of the Notes by such
Restricted Subsidiary, which Guarantee shall be senior to or pari passu with
such Subsidiary's Guarantee of such other Indebtedness unless such other
Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be
subordinated to the Guarantee of such Senior Debt to the same extent as the
Notes are subordinated to such Senior Debt. The form of the Note Guarantee is
attached as Exhibit D hereto.

                  (c)      A Guarantor may not sell or otherwise dispose of all
or substantially all of its assets to, or consolidate with or merge with or into
(whether or not such Guarantor is the surviving Person), another Person, other
than the Company or another Guarantor, unless:

                  (i)      immediately after giving effect to that transaction,
         no Default or Event of Default exists; and

                  (ii)     either:

                           (A)      the Person acquiring the property in any
                  such sale or disposition or the Person formed by or surviving
                  any such consolidation or merger (if other than the Guarantor)
                  is a corporation organized or existing under the laws of the
                  United States, any state thereof or the District of Columbia
                  and assumes all the obligations of that Guarantor under this
                  Indenture, its Note Guarantee and the Registration Rights
                  Agreement pursuant to a supplemental indenture satisfactory to
                  the Trustee; or

                           (B)      such sale or other disposition or
                  consolidation or merger complies with Section 4.10.

                                       62


                  (d)      The Note Guarantee of a Guarantor will be released:

                  (i)      in connection with any sale or other disposition of
         all of the Capital Stock of a Guarantor to a Person that is not (either
         before or after giving effect to such transaction) an Affiliate of the
         Company, if the sale of all such Capital Stock of that Guarantor
         complies with Section 4.10;

                  (ii)     if the Company properly designates any Restricted
         Subsidiary that is a Guarantor as an Unrestricted Subsidiary under this
         Indenture; or

                  (iii)    solely in the case of a Note Guarantee created
         pursuant to Section 4.20(a), upon the release or discharge of the
         Guarantee which resulted in the creation of such Note Guarantee
         pursuant to this Section 4.20, except a discharge or release by or as a
         result of payment under such Guarantee.

                                   ARTICLE 5

                                   SUCCESSORS

                  Section 5.01.     Merger, Consolidation or Sale of Assets. (a)
The Company shall not, directly or indirectly consolidate or merge with or into
another Person (whether or not the Company is the surviving corporation) or
sell, assign, transfer, convey or otherwise dispose of all or substantially all
of the properties and assets of the Company and its Restricted Subsidiaries,
taken as a whole, in one or more related transactions, to another Person or
Persons, unless:

                  (i)      either: (A) the Company is the surviving corporation;
         or (B) the Person formed by or surviving any such consolidation or
         merger (if other than the Company) or to which such sale, assignment,
         transfer, conveyance or other disposition shall have been made (x) is a
         corporation organized or existing under the laws of the United States,
         any state thereof or the District of Columbia and (y) assumes all the
         obligations of the Company under the Notes, this Indenture, and the
         Registration Rights Agreement pursuant to agreements reasonably
         satisfactory to the Trustee;

                  (ii)     immediately after giving effect to such transaction
         no Default or Event of Default exists;

                  (iii)    immediately after giving effect to such transaction
         on a pro forma basis, the Company or the Person formed by or surviving
         any such consolidation or merger (if other than the Company), or to
         which such sale, assignment, transfer, conveyance or other disposition
         shall have been made, shall, on the date of such transaction after
         giving pro forma effect thereto and any related financing transactions
         as if the same had occurred at the beginning of the applicable
         four-quarter period, be permitted to incur at least $1.00 of additional
         Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth
         in Section 4.09(a);

                  (iv)     each Guarantor, unless such Guarantor is the Person
         with which the Company has entered into a transaction under this
         Section 5.01, shall have by amendment

                                       63


         to its Note Guarantee confirmed that its Note Guarantee shall apply to
         the obligations of the Company or the surviving Person in accordance
         with the Notes and this Indenture; and

                  (v)      the Company shall have delivered to the Trustee an
         Opinion of Counsel to the effect that the Holders will not recognize
         income, gain or loss for Federal income tax purposes as a result of
         such transaction and will be subject to Federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such transaction had not occurred.

                  (b)      Neither the Company nor any Restricted Subsidiary
may, directly or indirectly, lease all or substantially all of its properties or
assets, in one or more related transactions, to any other Person. Clause (iii)
above of this Section 5.01 shall not apply to any merger, consolidation or sale,
assignment, transfer, lease, conveyance or other disposition of assets between
or among the Company and any of its Restricted Subsidiaries.

                  Section 5.02.     Successor Corporation Substituted. Upon any
consolidation or merger, or any sale, assignment, transfer, conveyance or other
disposition of all or substantially all of the assets of the Company in
accordance with Section 5.01 hereof, the successor corporation formed by such
consolidation or into or with which the Company is merged or to which such sale,
assignment, transfer, conveyance or other disposition is made shall succeed to,
and be substituted for (so that from and after the date of such consolidation,
merger, sale, conveyance or other disposition, the provisions of this Indenture
referring to the "Company" shall refer instead to the successor corporation and
not to the Company), and may exercise every right and power of the Company under
this Indenture with the same effect as if such successor Person had been named
as the Company herein; provided, however, that the predecessor Company shall not
be relieved from the obligation to pay the principal of and interest on the
Notes except in the case of a sale of all of the Company's assets that meets the
requirements of Section 5.01 hereof.

                                   ARTICLE 6

                             DEFAULTS AND REMEDIES

                  Section 6.01.     Events of Default. Each of the following is
an "Event of Default":

                  (i)      default for 30 days in the payment when due of
         interest on, or Liquidated Damages with respect to, the Notes whether
         or not prohibited by Article 10 of this Indenture;

                  (ii)     default in payment when due (whether at maturity,
         upon acceleration, redemption or otherwise) of the principal of, or
         premium, if any, on the Notes, whether or not prohibited by Article 10
         of this Indenture;

                  (iii)    failure by the Company or any of its Restricted
         Subsidiaries to comply with Section 4.10, Section 4.14, Section 4.20 or
         Section 5.01;

                                       64


                  (iv)     failure by the Company or any of its Restricted
         Subsidiaries for 60 days after written notice by the Trustee or Holders
         representing 25% or more of the aggregate principal amount of Notes
         outstanding to comply with any of the other agreements in this
         Indenture;

                  (v)      default under any mortgage, indenture or instrument
         under which there may be issued or by which there may be secured or
         evidenced any Indebtedness for money borrowed by the Company or any of
         its Restricted Subsidiaries (or the payment of which is Guaranteed by
         the Company or any of its Restricted Subsidiaries) whether such
         Indebtedness or Guarantee now exists, or is created after the Issue
         Date, if that default:

                           (A)      is caused by a failure to make any payment
                  when due at the final maturity of such Indebtedness (a
                  "Payment Default"); or

                           (B)      results in the acceleration of such
                  Indebtedness prior to its express maturity,

                  and, in each case, the principal amount of any such
                  Indebtedness, together with the principal amount of any other
                  such Indebtedness under which there has been a Payment Default
                  or the maturity of which has been so accelerated, aggregates
                  $10.0 million or more;

                  (vi)     failure by the Company or any of its Restricted
         Subsidiaries to pay final judgments (to the extent such judgments are
         not paid or covered by insurance provided by a carrier that has
         acknowledged coverage in writing and has the ability to perform)
         aggregating in excess of $10.0 million, which judgments are not paid,
         discharged or stayed for a period of 60 days;

                  (vii)    except as permitted by this Indenture, any Note
         Guarantee shall be held in any judicial proceeding to be unenforceable
         or invalid or shall cease for any reason to be in full force and effect
         or any Guarantor, or any Person acting on behalf of any Guarantor,
         shall deny or disaffirm its obligations under its Note Guarantee; and

                  (viii)   the Company or any of its Restricted Subsidiaries
         that is a Significant Subsidiary (or any group of Restricted
         Subsidiaries that together would constitute a Significant Subsidiary of
         the Company), pursuant to or within the meaning of Bankruptcy Law:

                           (A)      commences a voluntary case,

                           (B)      consents to the entry of an order for relief
                  against it in an involuntary case,

                           (C)      makes a general assignment for the benefit
                  of its creditors, or

                           (D)      generally is not paying its debts as they
                  become due; and

                                       65


                  (ix)     a court of competent jurisdiction enters an order or
         decree under any Bankruptcy Law that:

                           (A)      is for relief against the Company or any of
                  its Restricted Subsidiaries that is a Significant Subsidiary
                  (or any group of Restricted Subsidiaries that together would
                  constitute a Significant Subsidiary of the Company), in an
                  involuntary case;

                           (B)      appoints a custodian of the Company or any
                  of its Restricted Subsidiaries that is a Significant
                  Subsidiary (or any group of Restricted Subsidiaries that
                  together would constitute a Significant Subsidiary of the
                  Company) or for all or substantially all of the property of
                  the Company or any of its Restricted Subsidiaries that is a
                  Significant Subsidiary (or any group of Restricted
                  Subsidiaries that together would constitute a Significant
                  Subsidiary of the Company), or

                           (C)      orders the liquidation of the Company or any
                  of its Restricted Subsidiaries that is a Significant
                  Subsidiary (or any group of Restricted Subsidiaries that
                  together would constitute a Significant Subsidiary of the
                  Company);

                  and the order or decree remains undismissed or unstayed and in
                  effect for 60 consecutive days.

                  Section 6.02.     Acceleration. In the case of an Event of
Default specified in clause (viii) or (ix) of Section 6.01 with respect to the
Company, any Guarantor or any Significant Subsidiary (or any group of Restricted
Subsidiaries that together would constitute a Significant Subsidiary of the
Company), all outstanding Notes will become due and payable immediately without
further action or notice. If any other Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the then outstanding Notes may declare all the Notes to be due and payable
immediately by notice in writing to the Company specifying the Event of Default.

                  In the event of a declaration of acceleration of the Notes
because an Event of Default has occurred and is continuing as a result of the
acceleration of any Indebtedness described in clause (v) of Section 6.01 hereof,
the declaration of acceleration of the Notes shall be automatically annulled if
the holders of any Indebtedness described in clause (v) of Section 6.01 hereof
have rescinded the declaration of acceleration in respect of the Indebtedness
if:

                  (i)      the annulment of the acceleration of Notes would not
         conflict with any judgment or decree of a court of competent
         jurisdiction; and

                  (ii)     all existing Events of Default, except nonpayment of
         principal or interest on the Notes that became due solely because of
         the acceleration of the Notes, have been cured or waived.

                  In the case of any Event of Default occurring by reason of any
willful action or inaction taken or not taken by or on behalf of the Company
with the intention of avoiding

                                       66


payment of the premium that the Company would have had to pay if the Company
then had elected to redeem the Notes pursuant to Section 3.07 hereof, an
equivalent premium shall also become and be immediately due and payable to the
extent permitted by law upon the acceleration of the Notes. If an Event of
Default occurs prior to October 1, 2008, by reason of any willful action (or
inaction) taken (or not taken) by or on behalf of the Company with the intention
of avoiding the prohibition on redemption of the Notes, prior to October 1,
2008, then the premium specified Section 3.07 shall also become immediately due
and payable to the extent permitted by law upon the acceleration of the Notes.

                  Section 6.03.     Other Remedies. If an Event of Default
occurs and is continuing, the Trustee may pursue any available remedy to collect
the payment of principal, premium, if any, and Liquidated Damages, if any, and
interest, if any, on the Notes or to enforce the performance of any provision of
the Notes or this Indenture.

                  The Trustee may maintain a proceeding even if it does not
possess any of the Notes or does not produce any of them in the proceeding. A
delay or omission by the Trustee or any Holder of a Note in exercising any right
or remedy accruing upon an Event of Default shall not impair the right or remedy
or constitute a waiver of or acquiescence in the Event of Default. All remedies
are cumulative to the extent permitted by law.

                  Section 6.04.     Waiver of Past Defaults. Holders of a
majority in aggregate principal amount of the then outstanding Notes by notice
to the Trustee may on behalf of the Holders of all of the Notes waive any
existing Default or Event of Default and its consequences hereunder (including
rescinding any related acceleration of the payment of the Notes), except a
continuing Default or Event of Default (and any related acceleration of the
payment of the Notes) in the payment of the principal of, premium and Liquidated
Damages, if any, or interest on, the Notes. The Company shall deliver to the
Trustee an Officers' Certificate stating that the requisite percentage of
Holders have consented to such waiver and attaching copies of such consents. In
case of any such waiver, the Company, the Trustee and the Holders shall be
restored to their former positions and rights hereunder and under the Notes,
respectively. This Section 6.04 shall be in lieu of Section 316(a)(1)(B) of the
TIA and such Section 316(a)(1)(B) of the TIA is hereby expressly excluded from
this Indenture and the Notes, as permitted by the TIA. Upon any such waiver,
such Default shall cease to exist, and any Event of Default arising therefrom
shall be deemed to have been cured for every purpose of this Indenture; but no
such waiver shall extend to any subsequent or other Default or impair any right
consequent thereon.

                  Section 6.05.     Control by Majority. Subject to Section
2.09, holders of a majority in principal amount of the then outstanding Notes
may direct the time, method and place of conducting any proceeding for
exercising any remedy available to the Trustee or exercising any trust or power
conferred on it. However, the Trustee may refuse to follow any direction that
conflicts with law or this Indenture, that may involve the Trustee in personal
liability or that the Trustee determines in good faith may be unduly prejudicial
to the rights of Holders of Notes not joining in the giving of such direction,
and the Trustee shall have the right to decline to follow any such direction, if
the Trustee, being advised by counsel, determines that such action so directed
may not be lawfully taken or if the Trustee, in good faith shall by a
Responsible Officer, determine that the proceedings so directed may involve the
Trustee in personal liability; provided that the Trustee may take any other
action deemed proper by the Trustee which is not

                                       67


inconsistent with such direction. In the event the Trustee takes any action or
follows any direction pursuant to this Indenture, the Trustee shall be entitled
to indemnification satisfactory to it in its sole discretion against any loss or
expense caused by taking such action or following such direction. This Section
6.05 shall be in lieu of Section 316(a)(1)(A) of the TIA, and such Section
316(a)(1)(A) of the TIA is hereby expressly excluded from this Indenture and the
Notes, as permitted by the TIA.

                  Section 6.06.     Limitation on Suits. A Holder of a Note may
not pursue a remedy with respect to this Indenture, the Notes or the Note
Guarantees unless:

                  (a)      the Holder of a Note gives to the Trustee written
         notice of a continuing Event of Default;

                  (b)      the Holders of at least 25% in aggregate principal
         amount of the then outstanding Notes make a written request to the
         Trustee to pursue the remedy;

                  (c)      such Holder of a Note or Holders of Notes offer and,
         if requested, provide to the Trustee indemnity satisfactory to the
         Trustee against any loss, liability or expense;

                  (d)      the Trustee does not comply with the request within
         60 days after receipt of the request and the offer and, if requested,
         the provision of indemnity; and

                  (e)      during such 60-day period the Holders of a majority
         in principal amount of the then outstanding Notes do not give the
         Trustee a direction inconsistent with the request.

                  A Holder of a Note may not use this Indenture to prejudice the
rights of another Holder of a Note or to obtain a preference or priority over
another Holder of a Note.

                  Section 6.07.     Rights of Holders of Notes to Receive
Payment. Notwithstanding any other provision of this Indenture, the right of any
Holder of a Note to receive payment of principal, premium, if any, and
Liquidated Damages, if any, and interest on the Note, on or after the respective
due dates expressed in the Note (including in connection with an offer to
purchase), or to bring suit for the enforcement of any such payment on or after
such respective dates, shall not be impaired or affected without the consent of
such Holder.

                  Section 6.08.     Collection Suit by Trustee. If an Event of
Default specified in Section 6.01 occurs and is continuing, the Trustee is
authorized to recover judgment in its own name and as trustee of an express
trust against the Company for the whole amount of principal of, premium and
Liquidated Damages, if any, and interest remaining unpaid on the Notes and
interest on overdue principal and, to the extent lawful, interest and such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Trustee, its agents and counsel.

                  Section 6.09.     Trustee May File Proofs of Claim. The
Trustee is authorized to file such proofs of claim and other papers or documents
as may be necessary or advisable in order to have the claims of the Trustee
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Trustee, its agents and counsel) and the Holders of

                                       68


the Notes allowed in any judicial proceedings relative to the Company or any
Guarantor (or any other obligor upon the Notes), its creditors or its property
and shall be entitled and empowered to collect, receive and distribute any money
or other securities or property payable or deliverable on any such claims and
any custodian in any such judicial proceeding is hereby authorized by each
Holder to make such payments to the Trustee, and in the event that the Trustee
shall consent to the making of such payments directly to the Holders, to pay to
the Trustee any amount due to it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 7.07 hereof. To the extent that the
payment of any such compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee under
Section 7.07 hereof out of the estate in any such proceeding, shall be denied
for any reason, payment of the same shall be secured by a Lien on, and shall be
paid out of, any and all distributions, dividends, money, securities and other
properties that the Holders may be entitled to receive in such proceeding
whether in liquidation or under any plan of reorganization or arrangement or
otherwise. Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder, or to authorize the Trustee to vote in respect of the
claim of any Holder in any such proceeding.

                  Section 6.10.     Priorities. If the Trustee collects any
money pursuant to this Article, it shall pay out the money in the following
order:

                  First: to the Trustee, its agents and attorneys for amounts
         due under Section 7.07 hereof, including payment of all compensation,
         expense and liabilities incurred, and all advances made, by the Trustee
         and the costs and expenses of collection;

                  Second: to Holders of Notes for amounts due and unpaid on the
         Notes for principal, premium, if any, and Liquidated Damages, if any,
         and interest, ratably, without preference or priority of any kind,
         according to the amounts due and payable on the Notes for principal,
         premium, if any, and Liquidated Damages, if any and interest,
         respectively; and

                  Third: to the Company or to such party as a court of competent
         jurisdiction shall direct.

                  The Trustee may fix a record date and payment date for any
payment to Holders of Notes pursuant to this Section 6.10.

                  Section 6.11.     Undertaking for Costs. In any suit for the
enforcement of any right or remedy under this Indenture or in any suit against
the Trustee for any action taken or omitted by it as a Trustee, a court in its
discretion may require the filing by any party litigant in the suit of an
undertaking to pay the costs of the suit, and the court in its discretion may
assess reasonable costs, including reasonable attorneys' fees, against any party
litigant in the suit, having due regard to the merits and good faith of the
claims or defenses made by the party litigant. This Section does not apply to a
suit by the Trustee, a suit by a Holder of a Note pursuant to Section 6.07
hereof, or a suit by Holders of more than 10% in principal amount of the then
outstanding Notes.

                                       69


                  Section 6.12.     Restoration of Rights and Remedies. If the
Trustee or any Holder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason, or has been determined adversely to the Trustee or to
such Holder, then and in every such case, subject to any determination in such
proceeding, the Company, any Subsidiary Guarantor, the Trustee and the Holders
shall be restored severally and respectively to their former positions hereunder
and thereafter all rights and remedies of the Trustee and the Holders shall
continue as though no such proceeding had been instituted.

                  Section 6.13.     Rights and Remedies Cumulative. Except as
otherwise provided with respect to the replacement or payment of mutilated,
destroyed, lost or stolen Notes in Section 2.07, no right or remedy herein
conferred upon or reserved to the Trustee or to the Holders is intended to be
exclusive of any other right or remedy, and every right and remedy shall, to the
extent permitted by law, be cumulative and in addition to every other right and
remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion of any right or remedy hereunder, or otherwise, shall
not prevent the concurrent assertion or employment of any other appropriate
right or remedy.

                  Section 6.14.     Delay or Omission Not Waiver. No delay or
omission of the Trustee or of any Holder of any Note to exercise any right or
remedy accruing upon any Event of Default shall impair any such right or remedy
or constitute a waiver of any such Event of Default or an acquiescence therein.
Every right and remedy given by this Article Six or by law to the Trustee or to
the Holders may be exercised from time to time, and as often as may be deemed
expedient, by the Trustee or by the Holders, as the case may be.

                  Section 6.15.     Record Date. The Company may set a record
date for purposes of determining the identity of Holders entitled to vote or to
consent to any action by vote or consent authorized or permitted by Sections
6.04, 6.05 and 9.02. Unless the Company provides otherwise, such record date
shall be the later of 30 days prior to the first solicitation of such consent or
the date of the most recent list of Holders furnished to the Trustee pursuant to
Section 2.05 prior to such solicitation.

                                   ARTICLE 7

                                    TRUSTEE

                  Section 7.01.     Duties of Trustee. (a) If an Event of
Default has occurred and is continuing, the Trustee shall exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in its exercise, as a prudent person would exercise or use under
the circumstances in the conduct of its own affairs.

                  (b)      Except during the continuance of an Event of Default:

                  (i)      the duties of the Trustee shall be determined solely
         by this Indenture and the Trustee need perform only those duties that
         are specifically set forth in this Indenture

                                       70


         and no others, and no implied covenants or obligations shall be read
         into this Indenture against the Trustee; and

                  (ii)     in the absence of bad faith on its part, the Trustee
         may conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon certificates or
         opinions furnished to the Trustee and conforming to the requirements of
         this Indenture. However, the Trustee shall examine the certificates and
         opinions to determine whether or not they conform to the requirements
         of this Indenture (but need not confirm or investigate the accuracy of
         mathematical calculations or other facts purported to be stated
         therein).

                  (c)      The Trustee may not be relieved from liabilities for
its own negligent action, its own negligent failure to act, or its own willful
misconduct, except that:

                  (i)      this paragraph does not limit the effect of paragraph
         (b) of this Section;

                  (ii)     the Trustee shall not be liable for any error of
         judgment made in good faith by a Responsible Officer, unless it is
         proved that the Trustee was negligent in ascertaining the pertinent
         facts; and

                  (iii)    the Trustee shall not be liable with respect to any
         action it takes or omits to take in good faith in accordance with a
         direction received by it pursuant to Section 6.05 hereof.

                  (d)      Whether or not therein expressly so provided, every
provision of this Indenture that in any way relates to the Trustee is subject to
paragraphs (a), (b), and (c) of this Section.

                  (e)      No provision of this Indenture shall require the
Trustee to expend or risk its own funds or incur any liability. The Trustee
shall be under no obligation to exercise any of its rights and powers under this
Indenture at the request of any Holders, unless such Holder shall have offered
to the Trustee security and indemnity satisfactory to it against any loss,
liability or expense.

                  (f)      The Trustee shall not be liable for interest on any
money received by it except as the Trustee may agree in writing with the
Company. Money or assets held in trust by the Trustee need not be segregated
from other funds or assets except to the extent required by law.

                  Section 7.02.     Rights of Trustee. (a) The Trustee may
conclusively rely upon any document (whether in its original or facsimile form)
believed by it to be genuine and to have been signed or presented by the proper
Person. The Trustee need not investigate any fact or matter stated in the
document.

                  (b)      Before the Trustee acts or refrains from acting, it
may consult with counsel and may require (other than in connection with the
Exchange Offer contemplated by Section 2.06(f) unless required by the TIA) an
Officers' Certificate or an Opinion of Counsel or both. The Trustee shall not be
liable for any action it takes or omits to take in good faith in

                                       71


reliance on such Officers' Certificate or Opinion of Counsel. The Trustee may
consult with counsel and the advice of such counsel or any Opinion of Counsel
shall be full and complete authorization and protection from liability in
respect of any action taken, suffered or omitted by it hereunder in good faith
and in reliance thereon.

                  (c)      The Trustee may act through its attorneys and agents
and shall not be responsible for the misconduct or negligence of any agent or
attorney appointed with due care.

                  (d)      The Trustee shall not be liable for any action it
takes or omits to take in good faith that it believes to be authorized or within
the rights or powers conferred upon it by this Indenture.

                  (e)      Unless otherwise specifically provided in this
Indenture, any demand, request, direction or notice from the Company shall be
sufficient if signed by an Officer of the Company.

                  (f)      The Trustee shall be under no obligation to exercise
any of the rights or powers vested in it by this Indenture at the request or
direction of any of the Holders unless such Holders shall have offered to the
Trustee reasonable security or indemnity satisfactory to it against the costs,
expenses and liabilities that might be incurred by it in compliance with such
request or direction.

                  (g)      The Trustee shall not be deemed to have knowledge of
any Default or Event of Default except (i) any Event of Default occurring
pursuant to Section 6.01 or (ii) any Event of Default of which the Trustee shall
have received written notification or otherwise obtained actual knowledge.

                  Section 7.03.     Individual Rights of Trustee. The Trustee in
its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Company or any Affiliate of the Company with the
same rights it would have if it were not Trustee. However, in the event that the
Trustee acquires any conflicting interest it must eliminate such conflict within
90 days, apply to the SEC for permission to continue as trustee or resign. Any
Agent may do the same with like rights and duties. The Trustee is also subject
to Sections 7.10 and 7.11 hereof.

                  Section 7.04.     Trustee's Disclaimer. The Trustee shall not
be responsible for and makes no representation as to the validity or adequacy of
this Indenture or the Notes, it shall not be accountable for the Company's use
of the proceeds from the Notes or any money paid to the Company or upon the
Company's direction under any provision of this Indenture, it shall not be
responsible for the use or application of any money received by any Paying Agent
other than the Trustee, and it shall not be responsible for any statement or
recital herein or any statement in the Notes or any other document in connection
with the sale of the Notes or pursuant to this Indenture other than its
certificate of authentication.

                  Section 7.05.     Notice of Defaults. If a Default or Event of
Default occurs and is continuing and if it is known to the Trustee, the Trustee
shall mail to the Holders of the Notes a notice of the Default or Event of
Default within 90 days after it occurs. Except in the case of a Default or Event
of Default in payment of principal of, premium and Liquidated Damages, if

                                       72


any, or interest on any Note, the Trustee may withhold the notice if and so long
as the board of directors, the executive committee or a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of the Holders of the Notes.

                  Section 7.06.     Reports by Trustee to the Holders of the
Notes. Within 60 days after each May 15 beginning with the May 15 following the
Issue Date, and for so long as Notes remain outstanding, the Trustee shall mail
to the Holders of the Notes a brief report dated as of such reporting date that
complies with TIA Section 313(a) (but if no event described in TIA Section
313(a) has occurred within the twelve months preceding the reporting date, no
report need be transmitted). The Trustee also shall comply with TIA Section
313(b)(2). The Trustee shall also transmit by mail all reports as required by
TIA Section 313(c).

                  A copy of each report at the time of its mailing to the
Holders of the Notes shall be mailed to the Company and filed with the SEC and
each stock exchange on which the Notes are listed in accordance with TIA Section
313(d). The Company shall promptly notify the Trustee when the Notes are listed
on any securities exchange or of any delisting thereof.

                  Section 7.07.     Compensation and Indemnity. The Company
shall pay to the Trustee from time to time reasonable compensation for its
acceptance of this Indenture and services hereunder. The Trustee's compensation
shall not be limited by any law on compensation of a trustee of an express
trust. The Company shall reimburse the Trustee promptly upon request for all
reasonable disbursements, advances and expenses incurred or made by it in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation, disbursements and expenses of the Trustee's agents and
counsel and any taxes or other expenses incurred by a trust created pursuant to
Section 8.04 hereof.

                  The Company shall indemnify the Trustee and its agents against
any and all losses, liabilities, claims, damages or expenses (including
compensation, fees, disbursements and expenses of Trustee's agents and counsel)
incurred by it arising out of or in connection with the acceptance or
administration of its duties under this Indenture, including the costs and
expenses of enforcing this Indenture against the Company (including this Section
7.07) and defending itself against any claim (whether asserted by the Company or
any Holder or any other person) or liability in connection with the exercise or
performance of any of its powers or duties hereunder, except to the extent any
such loss, liability or expense is judicially determined to have been caused by
to its own negligence or bad faith. The Trustee shall notify the Company
promptly of any claim for which it may seek indemnity. Failure by the Trustee to
so notify the Company shall not relieve the Company of its obligations
hereunder. The Company shall defend the claim and the Trustee shall cooperate in
the defense. The Trustee may have separate counsel and the Company shall pay the
reasonable fees and expenses of such counsel. The Company need not pay for any
settlement made without its consent, which consent shall not be unreasonably
withheld.

                  The obligations of the Company under this Section 7.07 shall
survive the satisfaction and discharge of this Indenture.

                  To secure the Company's payment obligations in this Section
7.07, the Trustee shall have a Lien prior to the Notes on all money or property
held or collected by the Trustee,

                                       73


except that held in trust to pay principal and interest on particular Notes.
Such Lien shall survive the satisfaction and discharge of this Indenture. The
Trustee's right to receive payment of any amounts due under this Section 7.07
shall not be subordinated to any other liability or Indebtedness of the Company.

                  When the Trustee incurs expenses or renders services after an
Event of Default specified in Section 6.01(viii) or (ix) hereof occurs, the
expenses and the compensation for the services (including the fees and expenses
of its agents and counsel) are intended to constitute expenses of administration
under any Bankruptcy Law.

                  The Trustee shall comply with the provisions of TIA Section
313(b)(2) to the extent applicable.

                  Section 7.08.     Replacement of Trustee. A resignation or
removal of the Trustee and appointment of a successor Trustee shall become
effective only upon the successor Trustee's acceptance of appointment as
provided in this Section 7.08.

                  The Trustee may resign in writing at any time and be
discharged from the trust hereby created by so notifying the Company. The
Holders of a majority in principal amount of the then outstanding Notes may
remove the Trustee by so notifying the Trustee and the Company in writing. The
Company may remove the Trustee if:

                  (a)      the Trustee fails to comply with Section 7.10 hereof;

                  (b)      the Trustee is adjudged a bankrupt or an insolvent or
         an order for relief is entered with respect to the Trustee under any
         Bankruptcy Law;

                  (c)      a custodian or public officer takes charge of the
         Trustee or its property; or

                  (d)      the Trustee becomes incapable of acting.

                  If the Trustee resigns or is removed or if a vacancy exists in
the office of Trustee for any reason, the Company shall promptly appoint a
successor Trustee. Within one year after the successor Trustee takes office, the
Holders of a majority in principal amount of the then outstanding Notes may
appoint a successor Trustee to replace the successor Trustee appointed by the
Company.

                  If a successor Trustee does not take office within 60 days
after the retiring Trustee resigns or is removed, the retiring Trustee, the
Company, or the Holders of Notes of at least 10% in principal amount of the then
outstanding Notes may petition at the expense of the Company any court of
competent jurisdiction for the appointment of a successor Trustee.

                  If the Trustee, after written request by any Holder of a Note
who has been a Holder of a Note for at least six months, fails to comply with
Section 7.10, such Holder of a Note may petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor
Trustee.

                                       74


                  A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee and to the Company. Thereupon, the
resignation or removal of the retiring Trustee shall become effective, and the
successor Trustee shall have all the rights, powers and duties of the Trustee
under this Indenture. The successor Trustee shall mail a notice of its
succession to Holders of the Notes. The retiring Trustee shall promptly transfer
all property held by it as Trustee to the successor Trustee, provided all sums
owing to the Trustee hereunder have been paid and subject to the Lien provided
for in Section 7.07 hereof. Notwithstanding replacement of the Trustee pursuant
to this Section 7.08, the Company's obligations under Section 7.07 hereof shall
continue for the benefit of the retiring Trustee.

                  Section 7.09.     Successor Trustee by Merger, Etc. If the
Trustee consolidates, merges or converts into, or transfers all or substantially
all of its corporate trust business to, another corporation, the successor
corporation without any further act shall be the successor Trustee.

                  Section 7.10.     Eligibility; Disqualification. There shall
at all times be a Trustee hereunder that is a corporation organized and doing
business under the laws of the United States of America or of any state thereof
that is authorized under such laws to exercise corporate trustee power, that is
subject to supervision or examination by federal or state authorities and that
has a combined capital and surplus of at least $50 million as set forth in its
most recent published annual report of condition.

                  This Indenture shall always have a Trustee who satisfies the
requirements of TIA Sections 310(a)(1), (2) and (5). The Trustee is subject to
TIA Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other
securities, or certificates of interest or participation in other securities, of
the Company are outstanding, if the requirements for such exclusion set forth in
TIA Section 310(b)(1) are met.

                  Section 7.11.     Preferential Collection of Claims Against
Company. The Trustee is subject to TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). A Trustee who has resigned or been
removed shall be subject to TIA Section 311(a) to the extent indicated therein.
The Trustee hereby waives any right to set off any claim that it may have
against the Company in any capacity (other than as Trustee and Paying Agent)
against any of the assets of the Company held by the Trustee; provided, however,
that if the Trustee is or becomes a lender of any other Indebtedness permitted
hereunder to be pari passu with the Notes, then such waiver shall not apply to
the extent of such Indebtedness.

                                   ARTICLE 8

           LEGAL DEFEASANCE AND COVENANT DEFEASANCE; SATISFACTION AND
                                   DISCHARGE

                  Section 8.01.     Option to Effect Legal Defeasance or
Covenant Defeasance. The Company may, at the option of its Board of Directors
evidenced by a resolution set forth in an Officers' Certificate, at any time,
elect to have either Section 8.02 or Section 8.03 hereof be

                                       75


applied to all outstanding Notes upon compliance with the conditions set forth
below in this Article 8.

                  Section 8.02.     Legal Defeasance and Discharge. Upon the
Company's exercise under Section 8.01 hereof of the option applicable to this
Section 8.01, the Company shall, subject to the satisfaction of the conditions
set forth in Section 8.04 hereof, be deemed to have been discharged from its
obligations with respect to all outstanding Notes and all obligations of the
Guarantors shall be deemed to have been discharged with respect to their
obligations under the Note Guarantees on the date the conditions set forth below
are satisfied (hereinafter, "Legal Defeasance"). For this purpose, Legal
Defeasance means that the Company and the Guarantors shall be deemed to have
paid and discharged the entire Indebtedness represented by the outstanding Notes
and Note Guarantees, respectively, which shall thereafter be deemed to be
"outstanding" only for the purposes of Section 8.08 hereof and the other
Sections of this Indenture referred to in (a) and (b) below, and to have
satisfied all its other obligations under such Notes and this Indenture (and the
Trustee, on demand of and at the expense of the Company, shall execute proper
instruments acknowledging the same), except for the following clauses, which
shall survive until otherwise terminated or discharged hereunder: (a) the rights
of Holders of outstanding Notes to receive solely from the trust fund described
in Section 8.04 hereof, and as more fully set forth in such Section, payments in
respect of the principal of, premium and Liquidated Damages, if any, and
interest on such Notes when such payments are due, (b) the Company's obligations
with respect to such Notes under Article 2 and Section 4.02 hereof, (c) the
rights, powers, trusts, duties and immunities of the Trustee hereunder and the
Company's obligations in connection therewith and (d) this Article 8. Subject to
compliance with this Article 8, the Company may exercise its option under this
Section 8.02 notwithstanding the prior exercise of its option under Section 8.03
hereof.

                  Section 8.03.     Covenant Defeasance. Upon the Company's
exercise under Section 8.01 hereof of the option applicable to this Section
8.03, the Company and each of the Guarantors shall, subject to the satisfaction
of the conditions set forth in Section 8.04 hereof, be released from their
respective obligations under the covenants set forth in Sections 4.07, 4.08,
4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15, 4.16, 4.17, 4.18, 4.19 and 4.20,
hereof with respect to the outstanding Notes on and after the date the
conditions set forth in Section 8.04 are satisfied (hereinafter, "Covenant
Defeasance"), and the Notes shall thereafter be deemed not "outstanding" for the
purposes of any direction, waiver, consent or declaration or act of Holders (and
the consequences of any thereof) in connection with such covenants, but shall
continue to be deemed "outstanding" for all other purposes hereunder (it being
understood that such Notes shall not be deemed outstanding for accounting
purposes). For this purpose, Covenant Defeasance means that, with respect to the
outstanding Notes, the Company may omit to comply with and shall have no
liability in respect of any term, condition or limitation set forth in any such
covenant, whether directly or indirectly, by reason of any reference elsewhere
herein to any such covenant or by reason of any reference in any such covenant
to any other provision herein or in any other document and such omission to
comply shall not constitute a Default or an Event of Default under Section 6.01
hereof, but, except as specified above, the remainder of this Indenture and such
Notes shall be unaffected thereby. In addition, upon the Company's exercise
under Section 8.01 hereof of the option applicable to this Section 8.03, subject
to the satisfaction of the conditions set forth in Section 8.04 hereof, clauses
(i) through (iii) of Section 6.01 and

                                       76


clauses (v) through (vii) of Section 6.01 hereof shall cease to operate and not
constitute Events of Default.

                  Section 8.04.     Conditions to Legal Defeasance or Covenant
Defeasance. The following shall be the conditions to the application of either
Section 8.02 or 8.03 hereof to the outstanding Notes:

                  In order to exercise either Legal Defeasance or Covenant
Defeasance:

                  (a)      the Company shall irrevocably deposit with the
         Trustee, in trust, for the benefit of the Holders of the Notes, cash in
         U.S. dollars, non-callable Government Securities, or a combination
         thereof, in such amounts as shall be sufficient, in the opinion of a
         nationally recognized firm of independent public accountants, to pay
         the principal of, premium and Liquidated Damages, if any, and interest
         on the outstanding Notes on the Stated Maturity or on the applicable
         redemption date, as the case may be, and the Company shall specify
         whether the Notes are being defeased to maturity or to a particular
         redemption date;

                  (b)      in the case of an election under Section 8.02 hereof,
         the Company shall have delivered to the Trustee an Opinion of Counsel
         reasonably acceptable to the Trustee confirming that (i) the Company
         has received from, or there has been published by, the Internal Revenue
         Service a ruling or (ii) since the Issue Date, there has been a change
         in the applicable federal income tax law, in either case to the effect
         that, and based thereon such Opinion of Counsel shall confirm that, the
         Holders of the outstanding Notes shall not recognize income, gain or
         loss for federal income tax purposes as a result of such Legal
         Defeasance and shall be subject to federal income tax on the same
         amounts, in the same manner and at the same times as would have been
         the case if such Legal Defeasance had not occurred;

                  (c)      in the case of an election under Section 8.03 hereof,
         the Company shall have delivered to the Trustee an Opinion of Counsel
         reasonably acceptable to the Trustee confirming that the Holders of the
         outstanding Notes shall not recognize income, gain or loss for federal
         income tax purposes as a result of such Covenant Defeasance and shall
         be subject to federal income tax on the same amounts, in the same
         manner and at the same times as would have been the case if such
         Covenant Defeasance had not occurred;

                  (d)      no Default or Event of Default shall have occurred
         and be continuing either (i) on the date of such deposit, or (ii)
         insofar as an Event of Default set forth in Section 6.01(viii) shall
         have occurred and be continuing, at any time in the period ending on
         the 123rd day after the date of deposit;

                  (e)      such Legal Defeasance or Covenant Defeasance shall
         not result in a breach or violation of, or constitute a default under
         any material agreement or instrument (other than this Indenture) to
         which the Company or any of its Subsidiaries is a party or by which the
         Company or any of its Subsidiaries is bound;

                  (f)      the Company shall have delivered to the Trustee an
         Opinion of Counsel to the effect that, (i) assuming no intervening
         bankruptcy of the Company or any Guarantor

                                       77


         between the date of deposit and the 123rd day following the deposit and
         assuming that no Holder is an "insider" of the Company under applicable
         bankruptcy law, after the 123rd day following the deposit, the trust
         funds shall not be subject to the effect of Section 547 of the United
         States Bankruptcy Code or Section 15 of the New York Debtor and
         Creditor Law and (ii) the creation of the defeasance trust does not
         violate the Investment Company Act of 1940;

                  (g)      the Company shall have delivered to the Trustee an
         Officers' Certificate stating that the deposit was not made by the
         Company with the intent of preferring the Holders of Notes over any
         other creditors of the Company with the intent of defeating, hindering,
         delaying or defrauding any other creditors of the Company or others;

                  (h)      if the Notes are to be redeemed prior to their Stated
         Maturity, the Company shall have delivered to the Trustee irrevocable
         instructions to redeem all of the Notes on the specified redemption
         date; and

                  (i)      the Company shall have delivered to the Trustee an
         Officers' Certificate and an Opinion of Counsel, each stating that all
         conditions precedent, including, without limitation, the conditions set
         forth in this Section 8.04, provided for or relating to the Legal
         Defeasance or the Covenant Defeasance have been complied with.

                  Section 8.05.     Satisfaction and Discharge of Indenture.
This Indenture shall be discharged and shall cease to be of further effect as to
all Notes issued hereunder when:

                  (i)      either:

                           (A)      all Notes that have been authenticated
                  (except lost, stolen or destroyed Notes that have been
                  replaced or paid and Notes for whose payment money has
                  theretofore been deposited in trust and thereafter repaid to
                  the Company) have been delivered to the Trustee for
                  cancellation; or

                           (B)      all Notes that have not been delivered to
                  the Trustee for cancellation have become due and payable by
                  reason of the making of a notice of redemption or otherwise or
                  will become due and payable within one year and the Company or
                  any Guarantor has irrevocably deposited or caused to be
                  deposited with the Trustee as trust funds in trust solely for
                  the benefit of the Holders, cash in U.S. dollars, non-callable
                  Government Securities, or a combination thereof, in such
                  amounts as will be sufficient without consideration of any
                  reinvestment of interest, to pay and discharge the entire
                  indebtedness on the Notes not delivered to the Trustee for
                  cancellation for principal, premium, if any, and Liquidated
                  Damages, if any, and accrued interest to the date of maturity
                  or redemption;

                  (ii)     no Default or Event of Default shall have occurred
         and be continuing on the date of such deposit or shall occur as a
         result of such deposit and such deposit will not result in a breach or
         violation of, or constitute a default under, any other instrument to
         which the Company or any Guarantor is a party or by which the Company
         or any Guarantor is bound;

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                  (iii)    the Company or any Guarantor has paid or caused to be
         paid all sums payable by it under this Indenture; and

                  (iv)     the Company has delivered irrevocable instructions to
         the Trustee under this Indenture to apply the deposited money toward
         the payment of the Notes at maturity or the redemption date, as the
         case may be.

                  In addition, the Company must deliver an Officers' Certificate
and an Opinion of Counsel to the Trustee stating that all conditions precedent
to satisfaction and discharge have been satisfied.

                  Section 8.06.     Survival of Certain Obligations.
Notwithstanding Sections 8.02, 8.03 and 8.05, any obligations of the Company and
the Guarantors in Sections 2.03 through 2.16 (excluding Sections 2.08 and 2.14),
6.07, 7.07, 7.08, and 8.07 through 8.11 shall survive until the Notes have been
paid in full. Thereafter, any obligations of the Company and the Guarantors in
Sections 7.07, 8.07, 8.08 and 8.10 shall survive such satisfaction and
discharge. Nothing contained in this Article Eight shall abrogate any of the
obligations or duties of the Trustee under this Indenture.

                  Section 8.07.     Acknowledgment of Discharge by Trustee.
After the conditions of Section 8.02, 8.03 or 8.05 have been satisfied, the
Trustee upon written request shall acknowledge in writing the discharge of all
of the Company's obligations under this Indenture except for those surviving
obligations specified in this Article Eight.

                  Section 8.08.     Deposited Money and Cash Equivalents to Be
Held in Trust; Other Miscellaneous Provisions. Subject to Section 8.09 hereof,
all money and non-callable Cash Equivalents (including the proceeds thereof)
deposited with the Trustee (or other qualifying trustee, collectively for
purposes of this Section 8.08, the "Trustee") pursuant to Section 8.04 hereof in
respect of the outstanding Notes shall be held in trust and applied by the
Trustee, in accordance with the provisions of such Notes and this Indenture, to
the payment, either directly or through any Paying Agent (including the Company
acting as Paying Agent) as the Trustee may determine, to the Holders of such
Notes of all sums due and to become due thereon in respect of principal,
premium, if any, and Liquidated Damages, if any, and interest, but such money
need not be segregated from other funds except to the extent required by law.

                  The Company shall pay and indemnify the Trustee against any
tax, fee or other charge imposed on or assessed against the cash or non-callable
Cash Equivalents deposited pursuant to Section 8.04(a) hereof or the principal
and interest received in respect thereof other than any such tax, fee or other
charge which by law is for the account of the Holders of the outstanding Notes.

                  Anything in this Article 8 to the contrary notwithstanding,
the Trustee shall deliver or pay to the Company from time to time upon the
request of the Company any money or non-callable Cash Equivalents held by it as
provided in Section 8.04 hereof which, in the opinion of a nationally recognized
firm of independent public accountants expressed in a written certification
thereof delivered to the Trustee (which may be the opinion delivered under

                                       79


Section 8.04 hereof), are in excess of the amount thereof that would then be
required to be deposited to effect an equivalent Legal Defeasance or Covenant
Defeasance.

                  Section 8.09.     Repayment to Company. Any money deposited
with the Trustee or any Paying Agent, or then held by the Company, in trust for
the payment of the principal of, premium and Liquidated Damages, if any, and
interest on any Note and remaining unclaimed for two years after such principal,
and premium and Liquidated Damages, if any, and interest has become due and
payable shall be paid to the Company on its request or (if then held by the
Company) shall be discharged from such trust; and the Holder of such Note shall
thereafter, as a secured creditor, look only to the Company for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money, and all liability of the Company as trustee thereof, shall thereupon
cease; provided, however, that the Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Company cause to
be published once, in the New York Times and The Wall Street Journal (national
edition), notice that such money remains unclaimed and that, after a date
specified therein, which shall not be less than 30 days from the date of such
notification or publication, any unclaimed balance of such money then remaining
shall be repaid to the Company.

                  Section 8.10.     Indemnity for Government Securities.
The Company shall pay and shall indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against deposited U.S. Government
Obligations or the principal and interest, if any, received on such U.S.
Government Obligations.

                  Section 8.11.     Reinstatement. If the Trustee or Paying
Agent is unable to apply any United States dollars or non-callable Government
Securities in accordance with Section 8.02 or 8.03 hereof, as the case may be,
by reason of any order or judgment of any court or governmental authority
enjoining, restraining or otherwise prohibiting such application, then the
Company's obligations under this Indenture and the Notes shall be revived and
reinstated as though no deposit had occurred pursuant to Section 8.02 or 8.03
hereof until such time as the Trustee or Paying Agent is permitted to apply all
such money in accordance with Section 8.02 or 8.03 hereof, as the case may be;
provided, however, that, if the Company makes any payment of principal of,
premium, if any, or interest on any Note following the reinstatement of its
obligations, the Company shall be subrogated to the rights of the Holders of
such Notes to receive such payment from the money held by the Trustee or Paying
Agent.

                                    ARTICLE 9

                        AMENDMENT, SUPPLEMENT AND WAIVER

                  Section 9.01.     Without Consent of Holders of Notes.
Notwithstanding Section 9.02 of this Indenture, without the consent of any
Holder of Notes, the Company, the Guarantors and the Trustee may amend or
supplement this Indenture, or the Notes or the Note Guarantees:

                  (a)      to cure any ambiguity, defect, error or
         inconsistency;

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                  (b)      to provide for uncertificated Notes in addition to or
         in place of certificated Notes;

                  (c)      to provide for the assumption of the Company's or any
         Guarantor's obligations to Holders of Notes in the case of a merger or
         consolidation or sale of all or substantially all of the assets of the
         Company or of such Guarantor;

                  (d)      to make any change that would provide any additional
         rights or benefits to the Holders of Notes or that does not adversely
         affect the legal rights under this Indenture of any such Holder;

                  (e)      to comply with requirements of the SEC in order to
         effect or maintain the qualification of this Indenture under the Trust
         Indenture Act;

                  (f)      to comply with the requirements of Section 4.17;

                  (g)      to evidence and provide for the acceptance of
         appointment by a successor Trustee, or

                  (h)      to provide for the issuance of Additional Notes in
         accordance with this Indenture.

                  Upon the request of the Company accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental Indenture, and upon receipt by the Trustee of the documents
described in Section 7.02(b) hereof stating that such amended or supplemental
Indenture complies with this Section 9.01, the Trustee shall join with the
Company in the execution of any amended or supplemental Indenture authorized or
permitted by the terms of this Indenture and to make any further appropriate
agreements and stipulations that may be therein contained, but the Trustee shall
not be obligated to enter into such amended or supplemental Indenture that
affects its own rights, duties or immunities under this Indenture or otherwise.

                  Section 9.02.     With Consent of Holders of Notes. Except as
provided below in this Section 9.02, this Indenture (including Sections 3.09,
4.10 and 4.14 hereof), the Notes or the Note Guarantees may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the Notes then outstanding (including, without limitation, consents
obtained in connection with a purchase of, or tender offer or exchange offer
for, Notes), and, subject to Sections 6.04 and 6.07 hereof, any existing Default
or Event of Default or compliance with any provision of this Indenture or the
Notes may be waived with the consent of the Holders of a majority in principal
amount of the then outstanding Notes (including, without limitation, consents
obtained in connection with a tender offer or exchange offer for, Notes).
Without the consent of the Holders of at least 75% in principal amount of the
Notes then outstanding voting as a single class (including, without limitation,
consents obtained in connection with a purchase of, or tender offer or exchange
offer for, the Notes), an amendment or waiver may not amend or modify any of the
provisions of this Indenture or the related definitions affecting the
subordination or ranking of the Notes or any Note Guarantee in any manner
adverse to the holders of the Notes or any Note Guarantee. Section 2.08 hereof
shall determine which Notes are considered to be "outstanding" for purposes of
this Section 9.02.

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                  Upon the request of the Company accompanied by a resolution of
its Board of Directors authorizing the execution of any such amended or
supplemental Indenture, and upon the filing with the Trustee of evidence
satisfactory to the Trustee of the consent of the Holders of Notes as aforesaid,
and upon receipt by the Trustee of the documents described in Section 7.02(b)
hereof stating that any such amended or supplemental Indenture complies with
this Section 9.02, the Trustee shall join with the Company in the execution of
such amended or supplemental Indenture unless such amended or supplemental
Indenture directly affects the Trustee's own rights, duties or immunities under
this Indenture or otherwise, in which case the Trustee may in its discretion,
but shall not be obligated to, enter into such amended or supplemental
Indenture.

                  It shall not be necessary for the consent of the Holders of
Notes under this Section 9.02 to approve the particular form of any proposed
amendment or waiver, but it shall be sufficient if such consent approves the
substance thereof.

                  After an amendment, supplement or waiver under this Section
9.02 becomes effective, the Company shall mail to the Holders of Notes affected
thereby a notice briefly describing the amendment, supplement or waiver. Any
failure of the Company to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such amended or
supplemental Indenture or waiver.

                  Subject to Sections 6.04 and 6.07 hereof, the Holders of a
majority in aggregate principal amount of the Notes then outstanding voting as a
single class may waive compliance in a particular instance by the Company with
any provision of this Indenture or the Notes. However, without the consent of
each Holder affected, an amendment or waiver under this Section 9.02 may not
(with respect to any Notes held by a non-consenting Holder):

                  (a)      reduce the principal amount of Notes whose Holders
         must consent to an amendment, supplement or waiver;

                  (b)      reduce the principal of or change the fixed maturity
         of any Note or alter the provisions, or waive any payment, with respect
         to the redemption of the Notes;

                  (c)      reduce the rate of or change the time for payment of
         interest on any Note;

                  (d)      waive a Default or Event of Default in the payment of
         principal of or premium, if any, or interest or Liquidated Damages, if
         any, on the Notes (except a rescission of acceleration of the Notes by
         the Holders of at least a majority in aggregate principal amount of the
         Notes and a waiver of the payment default that resulted from such
         acceleration);

                  (e)      make any Note payable in money other than U.S.
         dollars;

                  (f)      make any change in the provisions of this Indenture
         relating to waivers of past Defaults or the rights of Holders of Notes
         to receive payments of principal of, or interest or premium or
         Liquidated Damages, if any, on the Notes;

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                  (g)      release any Guarantor from any of its obligations
         under its Note Guarantee of these Notes or this Indenture, except in
         accordance with the terms of this Indenture;

                  (h)      impair the right to institute suit for the
         enforcement of any payment on or with respect to the Notes or the Note
         Guarantees;

                  (i)      amend, change or modify the obligation of the Company
         to make and consummate an Asset Sale Offer with respect to any Asset
         Sale in accordance with Section 4.10 after the obligation to make such
         an Asset Sale Offer has arisen, or the obligation of the Company to
         make and consummate a Change of Control Offer in the event of a Change
         of Control in accordance with Section 4.14 after such Change of Control
         has occurred, including, in each case, amending, changing or modifying
         any definition relating thereto;

                  (j)      except as otherwise permitted under Section 5.01 and
         Article 11, consent to the assignment or transfer by the Company or any
         Guarantor of any of their rights or obligations under this Indenture;
         or

                  (k)      make any change in Section 6.04 or 6.07 hereof or in
         the foregoing amendment and waiver provisions.

                  Section 9.03.     Compliance with Trust Indenture Act. Every
amendment or supplement to this Indenture or the Notes shall be set forth in a
amended or supplemental Indenture that complies with the TIA as then in effect.

                  Section 9.04.     Revocation and Effect of Consents. Until an
amendment, supplement or waiver becomes effective, a consent to it by a Holder
of a Note is a continuing consent by such Holder of a Note and every subsequent
Holder of a Note or portion of a Note that evidences the same debt as the
consenting Holder's Note, even if notation of the consent is not made on any
Note. However, any such Holder of a Note or subsequent Holder of a Note may
revoke the consent as to its Note if the Trustee receives written notice of
revocation before the date the waiver, supplement or amendment becomes
effective. An amendment, supplement or waiver becomes effective in accordance
with its terms and thereafter binds every Holder.

                  Section 9.05.     Notation on or Exchange of Notes. The
Trustee may place an appropriate notation about an amendment, supplement or
waiver on any Note thereafter authenticated. The Company in exchange for all
Notes may issue and the Trustee shall, upon receipt of an Authentication Order,
authenticate new Notes that reflect the amendment, supplement or waiver.

                  Failure to make the appropriate notation or issue a new Note
shall not affect the validity and effect of such amendment, supplement or
waiver.

                  Section 9.06.     Trustee to Sign Amendments, Etc. The
Trustee shall sign any amended or supplemental indenture or Note authorized
pursuant to this Article 9 if the amendment or supplement does not adversely
affect the rights, duties, liabilities or immunities of the Trustee. The Company
may not sign an amendment or supplemental indenture or Note until the Board of
Directors approves it. In executing any amended or supplemental indenture or

                                       83



Note, the Trustee shall be entitled to receive and (subject to Section 7.01
hereof) shall be fully protected in relying upon, in addition to the documents
required by Section 11.04 hereof, an Officer's Certificate and an Opinion of
Counsel stating that the execution of such amended or supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, execute any such amendment, supplement or waiver which affects the
Trustee's rights, duties or immunities under this Indenture or otherwise. In
signing any amendment, supplement or waiver, the Trustee shall be entitled to
receive an indemnity reasonably satisfactory to it.

                                   ARTICLE 10

                                  SUBORDINATION

                  Section 10.01.    Agreement to Subordinate. The Company
agrees, and each Holder by accepting a Note agrees, that the Indebtedness
evidenced by the Notes is subordinated in right of payment, to the extent and in
the manner provided in this Article 10, to the prior payment in full in cash or
Cash Equivalents of all Senior Debt (whether outstanding on the Issue Date or
hereafter created, incurred, assumed or guaranteed), and that the subordination
is for the benefit of the holders of Senior Debt.

                  Section 10.02.    Liquidation; Dissolution; Bankruptcy. The
holders of Senior Debt of the Company shall be entitled to receive payment in
full in cash or Cash Equivalents of all Obligations due in respect of Senior
Debt of the Company (including interest after the commencement of any bankruptcy
proceeding at the rate specified in the applicable Senior Debt of the Company
whether or not an allowed claim) before the Holders of Notes shall be entitled
to receive any payment with respect to the Notes (except that Holders of Notes
may receive and retain Permitted Junior Securities and payments made from the
trust pursuant to Article 8 hereof), in the event of any distribution to
creditors of the Company in connection with (a) any liquidation or dissolution
of the Company; (b) any bankruptcy, reorganization, insolvency, receivership or
similar proceeding relating to the Company or its property; (c) any assignment
by the Company for the benefit of its creditors; or (d) any marshaling of the
Company's assets and liabilities.

                  Section 10.03.    Default on Designated Senior Debt. The
Company shall not make any payment in respect of the Notes (except in Permitted
Junior Securities or from the trust pursuant to Article 8 hereof) if:

                  (a)      a payment default on Designated Senior Debt of the
         Company occurs and is continuing; or

                  (b)      any other default (a "nonpayment default") occurs and
         is continuing on any series of Designated Senior Debt of the Company
         that permits holders of that series of Designated Senior Debt of the
         Company to accelerate its maturity and the Trustee receives a notice of
         such default (a "Payment Blockage Notice") from the Company or (i) with
         respect to Designated Senior Debt incurred pursuant to the Credit
         Agreement, the

                                       84



         agent for the lenders thereunder and (ii) with respect to any other
         Designated Senior Debt, the holders of such Designated Senior Debt.

                  (c)      Payments on the Notes may and shall be resumed:

                           (i)      in the case of a payment default on
                  Designated Senior Debt of the Company, upon the date on which
                  such default is cured or waived; and

                           (ii)     in case of a nonpayment default, the earlier
                  of the date on which such default is cured or waived or 179
                  days after the date on which the applicable Payment Blockage
                  Notice is received, unless the maturity of such Designated
                  Senior Debt of the Company has been accelerated.

                  (d)      No new Payment Blockage Notice may be delivered
         unless and until:

                           (i)      360 days have elapsed since the delivery of
                  the immediately prior Payment Blockage Notice; and

                           (ii)     all scheduled payments of principal,
                  interest and premium and Liquidated Damages, if any, on the
                  Notes that have come due have been paid in full in cash.

                  (e)      No nonpayment default that existed or was continuing
         on the date of delivery of any Payment Blockage Notice to the Trustee
         shall be, or be made, the basis for a subsequent Payment Blockage
         Notice.

                  Section 10.04.    Acceleration of Securities. If payment of
the Notes is accelerated because of an Event of Default, the Company and the
Trustee shall promptly notify holders of Senior Debt of the acceleration.

                  Section 10.05.    When Distribution Must Be Paid Over. In the
event that the Trustee or any Holder receives any payment of any Obligations
with respect to the Notes (except in Permitted Junior Securities or from the
trust pursuant to Article 8 hereof) at a time when the payment is prohibited by
this Article and the Trustee or such Holder, as applicable, has actual knowledge
that such payment is prohibited by Article 10 hereof, such payment shall be held
by the Trustee or such Holder, as applicable, in trust for the benefit of the
holders of the Senior Debt of the Company, upon written request of the holders
of the Senior Debt of the Company shall be paid forthwith over and delivered, to
the holders of Senior Debt as their interests may appear or their proper
Representative, for application to the payment of all Obligations with respect
to Senior Debt remaining unpaid to the extent necessary to pay such Obligations
in full in accordance with their terms, after giving effect to any concurrent
payment or distribution to or for the holders of Senior Debt.

                  With respect to the holders of Senior Debt, the Trustee
undertakes to perform only such obligations on the part of the Trustee as are
specifically set forth in this Article 10, and no implied covenants or
obligations with respect to the holders of Senior Debt shall be read into this
Indenture against the Trustee. The Trustee shall not be deemed to owe any
fiduciary duty to the holders of Senior Debt, and shall not be liable to any
such holders if the Trustee shall pay over or

                                       85



distribute to or on behalf of Holders or the Company or any other Person money
or assets to which any holders of Senior Debt shall be entitled by virtue of
this Article 10, except if such payment is made as a result of the willful
misconduct or gross negligence of the Trustee.

                  Section 10.06.    Notice by the Company. The Company shall
promptly notify the Trustee and the Paying Agent in writing of any facts known
to the Company that would cause a payment of any Obligations with respect to the
Notes to violate this Article 10, but failure to give such notice shall not
affect the subordination of the Notes to the Senior Debt as provided in this
Article 10.

                  Section 10.07.    Subrogation. After all Senior Debt is paid
in full and until the Notes are paid in full, Holders of Notes shall be
subrogated (equally and ratably with all other Indebtedness pari passu with the
Notes) to the rights of holders of Senior Debt to receive distributions
applicable to Senior Debt to the extent that distributions otherwise payable to
the Holders of Notes have been applied to the payment of Senior Debt. A
distribution made under this Article 10 to holders of Senior Debt that otherwise
would have been made to Holders of Notes is not, as between the Company and
Holders, a payment by the Company on the Notes.

                  Section 10.08.    Relative Rights. This Article 10 defines the
relative rights of Holders of Notes and holders of Senior Debt. Nothing in this
Indenture shall:

                  (a)      impair, as between the Company and Holders of Notes,
         the obligation of the Company, which is absolute and unconditional, to
         pay principal of and interest on the Notes in accordance with their
         terms;

                  (b)      affect the relative rights of Holders of Notes and
         creditors of the Company other than their rights in relation to holders
         of Senior Debt; or

                  (c)      prevent the Trustee or any Holder of Notes from
         exercising its available remedies upon a Default or Event of Default,
         subject to the rights of holders and owners of Senior Debt to receive
         distributions and payments otherwise payable to Holders of Notes.

                  If the Company fails because of this Article 10 to pay
principal of or interest on a Note on the due date, the failure is still a
Default or Event of Default.

                  Section 10.09.    Subordination May Not Be Impaired by the
Company. No right of any holder of Senior Debt to enforce the subordination of
the Indebtedness evidenced by the Notes shall be impaired by any act or failure
to act by the Company or any Holder or by the failure of the Company or any
Holder to comply with this Indenture.

                  Section 10.10.    Distribution or Notice to Representative.
Whenever a distribution is to be made or a notice given to holders of Senior
Debt, the distribution may be made and the notice given to their Representative.

                  Upon any payment or distribution of assets of the Company
referred to in this Article 10, the Trustee and the Holders of Notes shall be
entitled to rely upon any order or decree made by any court of competent
jurisdiction or upon any certificate of such Representative or of

                                       86



the liquidating trustee or agent or other Person making any distribution to the
Trustee or to the Holders of Notes for the purpose of ascertaining the Persons
entitled to participate in such distribution, the holders of the Senior Debt and
other Indebtedness of the Company, the amount thereof or payable thereon, the
amount or amounts paid or distributed thereon and all other facts pertinent
thereto or to this Article 10.

                  Section 10.11.    Rights of Trustee and Paying Agent.
Notwithstanding this Article 10 or any other provision of this Indenture, the
Trustee shall not be charged with knowledge of the existence of any facts that
would prohibit the making of any payment or distribution by the Trustee, and the
Trustee and the Paying Agent may continue to make payments on the Notes, unless
the Trustee shall have received at its Corporate Trust Office at least five
Business Days prior to the date of such payment written notice of facts that
would cause the payment of any Obligations with respect to the Notes to violate
this Article 10. Only the Company or a Representative may give the notice.
Nothing in this Article 10 shall impair the claims of, or payments to, the
Trustee under or pursuant to Section 7.07 hereof.

                  The Trustee in its individual or any other capacity may hold
Senior Debt with the same rights it would have if it were not Trustee. Any Agent
may do the same with like rights.

                  Section 10.12.    Authorization to Effect Subordination. Each
Holder of Notes, by the Holder's acceptance thereof, authorizes and directs the
Trustee on such Holder's behalf to take such action as may be necessary or
appropriate to effectuate the subordination as provided in this Article 10, and
appoints the Trustee to act as such Holder's attorney-in-fact for any and all
such purposes. If the Trustee does not file a proper proof of claim or proof of
debt in the form required in any proceeding referred to in Section 6.09 hereof
at least 30 days before the expiration of the time to file such claim, the
lenders under the Credit Agreement are hereby authorized to file an appropriate
claim for and on behalf of the Holders of the Notes.

                                   ARTICLE 11

                                 NOTE GUARANTEES

                  Section 11.01.    Guarantee. Subject to this Article 11 each
of the Guarantors hereby, jointly and severally, unconditionally guarantees to
each Holder of a Note authenticated and delivered by the Trustee and to the
Trustee and its successors and assigns, irrespective of the validity and
enforceability of this Indenture, the Notes or the obligations of the Company
hereunder or thereunder, that:

                  (a)      (i) the principal of and interest on the Notes will
be promptly paid in full when due, whether at maturity, by acceleration,
redemption or otherwise, and interest on the overdue principal of and interest
on the Notes, if any, if lawful (subject in all cases to any applicable grace
period provided herein), and all other obligations of the Company to the Holders
or the Trustee hereunder or thereunder will be promptly paid in full or
performed, all in accordance with the terms hereof and thereof; and (ii) in case
of any extension of time of payment or renewal of any Notes or any of such other
obligations, that same will be promptly paid in full when due or performed in
accordance with the terms of the extension or renewal,

                                       87



whether at Stated Maturity, by acceleration or otherwise. Failing payment when
due of any amount so guaranteed or any performance so guaranteed for whatever
reason, the Guarantors shall be jointly and severally obligated to pay the same
immediately. Each Guarantor agrees that this is a guarantee of payment and not a
guarantee of collection.

                  (b)      The Guarantors hereby agree that their obligations
hereunder shall be unconditional, irrespective of the validity, regularity or
enforceability of the Notes or this Indenture, the absence of any action to
enforce the same, any waiver or consent by any Holder of the Notes with respect
to this Indenture, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a Guarantor. Subject to Section 6.06
hereof and to the extent permitted by applicable law, each Guarantor hereby
waives diligence, presentment, demand of payment, filing of claims with a court
in the event of insolvency or bankruptcy of the Company, any right to require a
proceeding first against the Company, protest, notice and all demands whatsoever
and covenant that this Note Guarantee shall not be discharged except by complete
performance of the obligations contained in the Notes and this Indenture.

                  (c)      If any Holder or the Trustee is required by any court
or otherwise to return to the Company, the Guarantors or any custodian, trustee,
liquidator or other similar official acting in relation to either the Company or
the Guarantors, any amount paid by either to the Trustee or such Holder, this
Note Guarantee, to the extent theretofore discharged, shall be reinstated in
full force and effect.

                  (d)      Each Guarantor agrees that it shall not be entitled
to any right of subrogation in relation to the Holders in respect of any
obligations guaranteed hereby until payment in full of all obligations
guaranteed hereby. Each Guarantor further agrees that, as between the
Guarantors, on the one hand, and the Holders and the Trustee, on the other hand,
(x) the maturity of the obligations guaranteed hereby may be accelerated as
provided in Article 6 hereof for the purposes of this Note Guarantee,
notwithstanding any stay, injunction or other prohibition preventing such
acceleration in respect of the obligations guaranteed hereby, and (y) in the
event of any declaration of acceleration of such obligations as provided in
Article 6 hereof, such obligations (whether or not due and payable) shall
forthwith become due and payable by the Guarantors for the purpose of this Note
Guarantee. The Guarantors shall have the right to seek contribution from any
non-paying Guarantor so long as the exercise of such right does not impair the
rights of the Holders under the Note Guarantee.

                  Section 11.02.    Subordination of Note Guarantee. The
Obligations of each Guarantor under its Note Guarantee pursuant to this Article
11 shall be subordinated to the Guarantee of any Senior Debt of such Guarantor
on the same basis as the Notes are subordinated to Senior Debt of the Company.
For the purposes of the foregoing sentence, the Trustee and the Holders shall
have the right to receive and/or retain payments by any of the Guarantors only
at such times as they may receive and/or retain payments in respect of the Notes
pursuant to this Indenture, including Article 10 hereof.

                  Section 11.03.    Limitation on Guarantor Liability. Each
Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it
is the intention of all such parties that the Note Guarantee of such Guarantor
not constitute a fraudulent transfer or conveyance for

                                       88



purposes of Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
Fraudulent Transfer Act or any similar federal or state law to the extent
applicable to any Note Guarantee. To effectuate the foregoing intention, the
Trustee, the Holders and the Guarantors hereby irrevocably agree that the
obligations of such Guarantor shall, after giving effect to such maximum amount
and all other contingent and fixed liabilities of such Guarantor that are
relevant under such laws, and after giving effect to any collections from,
rights to receive contribution from or payments made by or on behalf of any
other Guarantor in respect of the obligations of such other Guarantor under this
Article 11, result in the obligations of such Guarantor under its Note Guarantee
not constituting a fraudulent transfer or conveyance.

                  Section 11.04.    Execution and Delivery of Note Guarantee. To
evidence its Note Guarantee set forth in Section 11.01, each Guarantor hereby
agrees that a notation of such Note Guarantee substantially in the form included
in Exhibit D attached hereto shall be endorsed by an Officer of such Guarantor
on each Note authenticated and delivered by the Trustee and that this Indenture
shall be executed on behalf of such Guarantor by its President or one of its
Vice Presidents.

                  Each Guarantor hereby agrees that its Note Guarantee set forth
in Section 11.01 shall remain in full force and effect notwithstanding any
failure to endorse on each Note a notation of such Note Guarantee.

                  If an Officer whose signature is on this Indenture or on the
Note Guarantee no longer holds that office at the time the Trustee authenticates
the Note on which a Note Guarantee is endorsed, the Note Guarantee shall be
valid nevertheless.

                  The delivery of any Note by the Trustee, after the
authentication thereof hereunder, shall constitute due delivery of the Note
Guarantee set forth in this Indenture on behalf of the Guarantors.

                  Section 11.05.    Releases Following Sale of Assets. Any
Guarantor shall be released and relieved of any obligations under its Note
Guarantee, (a) in connection with any sale of all of the Capital Stock of that
Guarantor (including by way of merger or consolidation) to a Person that is not
(either before or after giving effect to such transaction) an Affiliate of the
Company, if the sale of all of such Capital Stock of that Guarantor complies
with Section 4.10 hereof, including the application of the Net Proceeds
therefrom; (b) if the Company designated such Subsidiary Guarantor as an
Unrestricted Subsidiary in accordance with this Indenture; or (c) solely in the
case of a Note Guarantee created pursuant to Section 4.20(a), upon the release
or discharge of the Guarantee which resulted in the creation of such Note
Guarantee pursuant to Section 4.20, except a discharge or release by or as a
result of payment under such Guarantee.

                  Any Guarantor not released from its obligations under its Note
Guarantee shall remain liable for the full amount of principal of and interest
on the Notes and for the other obligations of any Guarantor under this Indenture
as provided in this Article Eleven.

                  Section 11.06.    Additional Guarantors. The Company covenants
and agrees that it shall cause any Person which becomes obligated to become a
Guarantor, pursuant to the terms of Section 4.20, to execute a supplemental
indenture substantially in the form of Exhibit E hereto

                                       89



and any other documentation requested by the Trustee satisfactory in form to the
Trustee in accordance with Section 4.20 pursuant to which such Restricted
Subsidiary shall guarantee the obligations of the Company under the Notes and
this Indenture in accordance with this Article Eleven with the same effect and
to the same extent as if such Person had been named herein as a Subsidiary
Guarantor.

                  Section 11.07.    Notation Not Required. Neither the Company
nor the Guarantors shall be required to make a notation on the Notes to reflect
any Note Guarantee or any release, termination or discharge thereof.

                  Section 11.08.    Successors and Assigns. This Article Eleven
shall be binding upon the Guarantors and each of their successors and assigns
and shall inure to the benefit of the successors and assigns of the Trustee and
the Holders and, in the event of any transfer or assignment of rights by any
Holder or the Trustee, the rights and privileges conferred upon that party in
this Indenture and in the Notes shall automatically extend to and be vested in
such transferee or assigns, all subject to the terms and conditions of this
Indenture.

                  Except as set forth in Article 4 and 5 hereof, and
notwithstanding the provisions of this Section, nothing contained in this
Indenture shall prevent any consolidation or merger of a Guarantor with or into
the Company or another Guarantor, or will prevent the sale or conveyance of the
property of a Guarantor as an entirety or substantially as an entirety to the
Company or another Guarantor.

                  Section 11.09.    No Waiver. Neither a failure nor a delay on
the part of either the Trustee or the Holders in exercising any right, power or
privilege under this Article Eleven shall operate as a waiver thereof, nor shall
a single or partial exercise thereof preclude any other or further exercise of
any right, power or privilege. The rights, remedies and benefits of the Trustee
and the Holders herein expressly specified are cumulative and are not exclusive
of any other rights, remedies or benefits which either may have under this
Article Eleven at law, in equity, by statute or otherwise.

                  Section 11.10.    Modification. No modification, amendment or
waiver of any provision of this Article Eleven, nor the consent to any departure
by the Guarantor therefrom, shall in any event be effective unless the same
shall be in writing and signed by the Trustee, and then such waiver or consent
shall be effective only in the specific instance and for the purpose for which
given. No notice to or demand on the Guarantor in any case shall entitle the
Guarantor to any other or further notice or demand in the same, similar or other
circumstance.

                                   ARTICLE 12

                                  MISCELLANEOUS

                  Section 12.01.    Trust Indenture Act Controls. This Indenture
is subject to the provisions of the TIA that are required to be a part of this
Indenture, and shall, to the extent applicable, be governed by such provisions.
If any provision of this Indenture modifies any TIA provision that may be so
modified, such TIA provision shall be deemed to apply to this Indenture

                                       90



as so modified. If any provision of this Indenture excludes any TIA provision
that may be so excluded, such TIA provision shall be excluded from this
Indenture.

                  The provisions of TIA Sections 310 through 317 that impose
duties on any Person (including the provisions automatically deemed included
unless expressly excluded by this Indenture) are a part of and govern this
Indenture, whether or not physically contained herein.

                  Section 12.02.    Notices. Any notice or communication by the
Company, any Guarantor or the Trustee to the others is duly given if in writing
and delivered in Person or mailed by first class mail (registered or certified,
return receipt requested), telex, telecopier or overnight air courier
guaranteeing next day delivery, to the others' address.

If to the Company and/or any Guarantor:

         Rayovac Corporation
         601 Rayovac Drive
         Madison, WI 53711
         Facsimile: 608-275-4406
         Attention: General Counsel

with a copy to:

         Skadden, Arps, Slate, Meagher & Flom LLP
         One Beacon Street
         Boston, Massachusetts 02108-3194
         Facsimile: 617-573-4822
         Attention: Margaret Brown

If to the Trustee:

         U.S. Bank National Association
         60 Livingston Avenue
         St. Paul, MN 55107-2292
         Facsimile: 651- 495-8097
         Attention: Corporate Trust Department

                  The Company, any Guarantor or the Trustee, by notice to the
others may designate additional or different addresses for subsequent notices or
communications.

                  All notices and communications (other than those sent to
Holders) shall be deemed to have been duly given: (i) at the time delivered by
hand, if personally delivered; (ii) five Business Days after being deposited in
the mail, postage prepaid, if mailed; (iii) when answered back, (iv) if telexed;
when receipt acknowledged, if telecopied; and (v) the next Business Day after
timely delivery to the courier, if sent by overnight air courier guaranteeing
next day delivery.

                  Any notice or communication to a Holder shall be mailed by
first class mail, certified or registered, return receipt requested, or by
overnight air courier guaranteeing next day

                                       91



delivery to its address shown on the register kept by the Registrar. Any notice
or communication shall also be so mailed to any Person described in TIA Section
313(c), to the extent required by the TIA. Failure to mail a notice or
communication to a Holder or any defect in it shall not affect its sufficiency
with respect to other Holders.

                  If a notice or communication is mailed in the manner provided
above within the time prescribed, it is duly given, whether or not the addressee
receives it.

                  If the Company mails a notice or communication to Holders, it
shall mail a copy to the Trustee and each Agent at the same time.

                  Section 12.03.    Communication by Holders of Notes with Other
Holders of Notes. Holders may communicate pursuant to TIA Section 312(b) with
other Holders with respect to their rights under this Indenture or the Notes.
The Company, the Trustee, the Registrar and anyone else shall have the
protection of TIA Section 312(c).

                  Section 12.04.    Certificate and Opinion as to Conditions
Precedent. Upon any request or application by the Company to the Trustee to take
any action under this Indenture (other than in connection with the Exchange
Offer contemplated by Section 2.06(f) or under Section 2.02 hereof unless
required by the TIA), the Company shall furnish to the Trustee:

                  (a)      an Officers' Certificate in form and substance
         reasonably satisfactory to the Trustee (which shall include the
         statements set forth in Section 12.05 hereof) stating that, in the
         opinion of the signers, all conditions precedent and covenants, if any,
         provided for in this Indenture relating to the proposed action have
         been satisfied;

                  (b)      an Opinion of Counsel in form and substance
         reasonably satisfactory to the Trustee (which shall include the
         statements set forth in Section 12.05 hereof) stating that, in the
         opinion of such counsel, all such conditions precedent and covenants
         have been satisfied; and

                  (c)      where applicable, a certificate or opinion by an
         independent certified public accountant satisfactory to the Trustee
         that complies with TIA Section 314(c).

                  Section 12.05.    Statements Required in Certificate or
Opinion. Each certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture (other than a certificate provided
pursuant to TIA Section 314(a)(4)) shall comply with the provisions of TIA
Section 314(e) and shall include:

                  (a)      a statement that the Person making such certificate
         or opinion has read such covenant or condition;

                  (b)      a brief statement as to the nature and scope of the
         examination or investigation upon which the statements or opinions
         contained in such certificate or opinion are based;

                                       92



                  (c)      a statement that, in the opinion of such Person, he
         or she has made such examination or investigation as is necessary to
         enable him to express an informed opinion as to whether or not such
         covenant or condition has been satisfied; and

                  (d)      a statement as to whether or not, in the opinion of
         such Person, such condition or covenant has been satisfied.

                  Section 12.06.    Rules by Trustee and Agents. The Trustee may
make reasonable rules for action by or at a meeting of Holders. The Registrar or
Paying Agent may make reasonable rules and set reasonable requirements for its
functions.

                  Section 12.07.    No Personal Liability of Directors,
Officers, Employees and Stockholders. No director, officer, employee, agent,
manager, member, incorporator, stockholder or other equityholder of the Company
or any Guarantor, as such, shall have any liability for any obligations of the
Company or the Guarantors under the Notes, the Exchange Notes, the Note
Guarantees, this Indenture or for any claim based on, in respect of, or by
reason of, such obligations or their creation. Each Holder of Notes by accepting
a Note waives and releases all such liability. The waiver and release are part
of the consideration for issuance of the Notes. Such waiver may not be effective
to waive liabilities under the federal securities laws.

                  Section 12.08.    Governing Law. THE INTERNAL LAW OF THE STATE
OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS INDENTURE, THE NOTES AND
THE NOTE GUARANTEES.

                  Section 12.09.    No Adverse Interpretation of Other
Agreements. This Indenture may not be used to interpret any other indenture,
loan or debt agreement of the Company or its Subsidiaries or of any other
Person. Any such indenture, loan or debt agreement may not be used to interpret
this Indenture. All agreements of each Guarantor in this Indenture shall bind
its successors.

                  Section 12.10.    Successors. All agreements of the Company in
this Indenture and the Notes shall bind its successors. All agreements of the
Trustee in this Indenture shall bind its successors. All agreements of each
Guarantor in this Indenture shall bind its successors.

                  Section 12.11.    Severability. In case any provision in this
Indenture or in the Notes 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 12.12.    Counterpart Originals. The parties may sign
any number of copies of this Indenture. Each signed copy shall be an original,
but all of them together represent the same agreement.

                  Section 12.13.    Table of Contents, Headings, Etc. The Table
of Contents, Cross-Reference Table and Headings of the Articles and Sections of
this Indenture have been inserted for convenience of reference only, are not to
be considered a part of this Indenture and shall in no way modify or restrict
any of the terms or provisions hereof.

                         [Signatures on following page]

                                       93



         IN WITNESS WHEREOF, the parties have executed this Indenture as of
September 30, 2003

                                             RAYOVAC CORPORATION

                                             By:    /s/ James T. Lucke
                                                --------------------------------
                                                Name: James T. Lucke
                                                Title: Secretary

                                             ROV HOLDING, INC.

                                             By:    /s/ James T. Lucke
                                                --------------------------------
                                                Name: James T. Lucke
                                                Title: Secretary

                                             ROVCAL, INC.

                                             By:    /s/ James T. Lucke
                                                --------------------------------
                                                Name: James T. Lucke
                                                Title: Secretary

                                             VESTAR SHAVER CORP.

                                             By:    /s/ James T. Lucke
                                                --------------------------------
                                                Name: James T. Lucke
                                                Title: Secretary

                                             VESTAR RAZOR CORP.

                                             By:    /s/ James T. Lucke
                                                --------------------------------
                                                Name: James T. Lucke
                                                Title: Secretary

                                       94



                                             REMINGTON PRODUCTS COMPANY, L.L.C.

                                             By:    /s/ James T. Lucke
                                                --------------------------------
                                                Name: James T. Lucke
                                                Title: Secretary

                                             REMINGTON CAPITAL CORPORATION

                                             By:    /s/ James T. Lucke
                                                --------------------------------
                                                Name: James T. Lucke
                                                Title: Secretary

                                             REMINGTON RAND CORPORATION

                                             By:    /s/ James T. Lucke
                                                --------------------------------
                                               Name: James T. Lucke
                                               Title: Secretary

                                             REMINGTON CORPORATION, L.L.C.,
                                             as Guarantors

                                             By:    /s/ James T. Lucke
                                                --------------------------------
                                                Name: James T. Lucke
                                                Title: Secretary

                                             U.S. BANK NATIONAL ASSOCIATION,
                                             as trustee

                                             By:    /s/ Richard H. Prokosch
                                                --------------------------------
                                                Name: Richard H. Prokosch
                                                Title: Vice President

                                       95



                                                                       EXHIBIT A

                                 [Face of Note]

[THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE
GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL
OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES
EXCEPT THAT (I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED
PURSUANT TO SECTION 2.06 OF THE INDENTURE, (II) THIS GLOBAL NOTE MAY BE
EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE,
(III) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT
TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO
A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY.

THIS NOTE AND THE GUARANTEES ENDORSED HEREON HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAWS. NEITHER THIS NOTE NOR THE GUARANTEES ENDORSED HEREON NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION
OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT. THE HOLDER OF THIS NOTE AND THE GUARANTEES
ENDORSED HEREON BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR OTHERWISE
TRANSFER SUCH SECURITY, PRIOR TO THE DATE WHICH IS TWO YEARS AFTER THE LATER OF
THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH THE COMPANY OR ANY
AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS NOTE AND THE GUARANTEES ENDORSED
HEREON (OR ANY PREDECESSOR OF THIS NOTE AND THE GUARANTEES ENDORSED HEREON OF
THIS NOTE) (THE "RESALE RESTRICTION TERMINATION DATE") ONLY (A) TO THE COMPANY
OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT
UNDER THE SECURITIES ACT, (C) FOR SO LONG AS THE NOTES ARE ELIGIBLE FOR RESALE
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS AND SALES TO NON-U.S. PERSONS THAT
OCCUR OUTSIDE THE UNITED STATES WITHIN THE MEANING OF REGULATION S UNDER THE
SECURITIES ACT OR (E) PURSUANT TO ANOTHER AVAILABLE



EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO
THE COMPANY'S AND THE TRUSTEE'S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER
(I) PURSUANT TO CLAUSE (D) PRIOR TO THE END OF THE 40-DAY DISTRIBUTION
COMPLIANCE PERIOD WITHIN THE MEANING OF REGULATION S UNDER THE SECURITIES ACT OR
PURSUANT TO CLAUSE (E) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO
REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER
INFORMATION SATISFACTORY TO EACH OF THEM, AND (II) IN EACH OF THE FOREGOING
CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THIS
NOTE IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRANSFER AGENT. THIS
LEGEND SHALL BE REMOVED UPON THE REQUEST OF A HOLDER AFTER THE RESALE
RESTRICTION TERMINATION DATE.]

[IF TEMPORARY REGULATION S GLOBAL NOTE- THE NOTE IS A TEMPORARY REGULATION S
GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE REFERRED TO HEREINAFTER. EXCEPT
IN THE CIRCUMSTANCES DESCRIBED IN SECTION 2.06 OF THE INDENTURE, NO TRANSFER OR
EXCHANGE OF AN INTEREST IN THIS TEMPORARY GLOBAL NOTE MAY BE MADE FOR AN
INTEREST IN THE RESTRICTED GLOBAL NOTE. NO EXCHANGE OF AN INTEREST IN THIS
TEMPORARY REGULATION S GLOBAL NOTE MAY BE MADE FOR AN INTEREST IN THE PERMANENT
REGULATION S GLOBAL NOTE EXCEPT (A) ON OR AFTER THE TERMINATION OF THE
DISTRIBUTION COMPLIANCE PERIOD (AS DEFINED IN REGULATION S UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT")) AND (B) UPON DELIVERY OF THE
OWNER SECURITIES CERTIFICATION AND THE TRANSFEREE SECURITIES CERTIFICATION
RELATING TO SUCH INTEREST IN ACCORDANCE WITH THE TERMS OF THE INDENTURE.

UNTIL 40 DAYS AFTER THE COMMENCEMENT OF THE OFFERING OF THE NOTES, AN OFFER OR
SALE OF THE NOTES WITHIN THE UNITED STATES BY A DEALER (AS DEFINED IN THE
SECURITIES ACT OF 1933, AS AMENDED) MAY VIOLATE THE REGISTRATION REQUIREMENTS OF
THE SECURITIES ACT OF 1933, AS AMENDED IF SUCH OFFER OR SALE IS MADE OTHERWISE
THAN IN ACCORDANCE WITH RULE 144A UNDER THE SECURITIES ACT OF 1933, AS AMENDED.]

                                      A-2



[If Restricted Global Note - CUSIP Number 755081 AC 0/ISIN Number US755081AC07]

[If Temporary Regulation S Global Note or Regulation S Global Note - CUSIP
Number U75320 AA 6/ISIN Number USU75320AA63]

   No. _______                                                    **$_________**

                               RAYOVAC CORPORATION

                    8 1/2% Senior Subordinated Notes due 2013

         Rayovac Corporation (the "Company"), for value received, promises to
pay to CEDE & Co., or its registered assigns, the principal sum of [Amount of
Note] $______________ Dollars on October 1, 2013.

Interest Payment Dates: April 1 and October 1 of each year, starting on April 1,
2004.

Record Dates: March 15 and September 15.

         Reference is hereby made to the further provisions of this Note set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.

                                      A-3



IN WITNESS WHEREOF, the Company has caused this Note to be signed manually or by
facsimile by its duly authorized officers.

                                             RAYOVAC CORPORATION

                                             By:________________________________
                                                Name:
                                                Title:

                    (Trustee's Certificate of Authentication)

This is one of the 8 1/2% Senior Subordinated Notes due 2013 referred to in the
within-mentioned Indenture.

Dated:

U.S. BANK NATIONAL ASSOCIATION,
as Trustee

By:________________________
   Authorized Signatory

                                      A-4



                             [Reverse Side of Note]

                               RAYOVAC CORPORATION

                    8 1/2% Senior Subordinated Notes due 2013

                  Capitalized terms used herein shall have the meanings assigned
to them in the Indenture referred to below unless otherwise indicated.

                  1.       Interest. The Company promises to pay interest on the
principal amount and premium, if any, of this Note at 8.50% per annum from the
date hereof until Maturity and shall pay the Liquidated Damages, if any, payable
pursuant to Section 5 of the Registration Rights Agreement referred to below.
The Company shall pay interest and Liquidated Damages, if any, semi-annually on
April 1 and October 1 of each year, or if any such day is not a Business Day, on
the next succeeding Business Day (each an "Interest Payment Date"). Interest on
the Notes shall accrue from the most recent date to which interest has been paid
or, if no interest has been paid, from the date of issuance; provided that if
there is no existing Default in the payment of interest, and if this Note is
authenticated between a Record Date referred to on the face hereof and the next
succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date; provided further that the first Interest
Payment Date shall be April 1, 2004. The Company shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
principal and premium, if any, from time to time on demand at a rate that is 1%
per annum in excess of the rate then in effect; it shall pay interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on overdue
installments of interest and Liquidated Damages (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.

                  2.       Method of Payment. The Company shall pay interest on
the Notes (except defaulted interest) and Liquidated Damages, if any, to the
Persons who are registered Holders of Notes at the close of business on the
Record Date immediately preceding the Interest Payment Date, even if such Notes
are canceled after such Record Date and on or before such Interest Payment Date,
except as provided in Section 2.13 of the Indenture with respect to defaulted
interest. The Notes shall be payable as to principal, premium, if any, and
Liquidated Damages, if any, and interest at the office or agency of the Company
maintained for such purpose within or without the City and State of New York,
or, at the option of the Company, payment of interest and Liquidated Damages, if
any, may be made by check mailed to the Holders at their addresses set forth in
the register of Holders, and provided that payment by wire transfer of
immediately available funds shall be required with respect to principal of and
interest, premium and Liquidated Damages on, all Global Notes and all other
Notes the Holders of which shall have provided wire transfer instructions to the
Company or the Paying Agent. Such payment shall be in such coin or currency of
the United States of America as at the time of payment is legal tender for
payment of public and private debts.

                  3.       Paying Agent and Registrar. Initially, U.S. Bank
National Association, the Trustee under the Indenture, shall act as Paying Agent
and Registrar. The Company may

                                      A-5



change any Paying Agent or Registrar without notice to any Holder. The Company
or any of its Subsidiaries may act in any such capacity.

                  4.       Indenture. The Company issued the Notes under an
Indenture dated as of September 30, 2003 (the "Indenture") among the Company,
the Guarantors and the Trustee. The terms of the Notes include those stated in
the Indenture and those made part of the Indenture by reference to the Trust
Indenture Act of 1939, as amended. The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. To the extent any provision of this Note conflicts with the express
provisions of the Indenture, the provisions of the Indenture shall govern and be
controlling. The Indenture pursuant to which this Note is issued provides that
an unlimited aggregate principal amount of Additional Notes may be issued
thereunder.

                  5.       Optional Redemption. (a) Except as set forth in
paragraph 5 (b) below, the Notes shall not be redeemable at the Company's option
prior to October 1, 2008. Thereafter, the Company may redeem all or a part of
these Notes, upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed as percentages of principal amount) set forth below
plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the
applicable redemption date, if redeemed during the twelve-month period beginning
on October 1 of the years indicated below:



YEAR                                            PERCENTAGE
- ----                                            ----------
                                             
2008 .........................................   104.250%
2009 .........................................   102.833%
2010 .........................................   101.417%
2011 and thereafter ..........................   100.000%


                  (b)      At any time prior to October 1, 2006, the Company may
on one or more occasions redeem up to 35% of the aggregate principal amount of
Notes at a redemption price of 108.50% of the principal amount thereof, plus
accrued and unpaid interest and Liquidated Damages thereon, if any, to the
redemption date, with the net cash proceeds of one or more Equity Offerings of
the Company; provided that at least 65% of the aggregate principal amount of
Notes remains outstanding immediately after the occurrence of such redemption
(excluding Notes held by the Company or its Subsidiaries); and such redemption
shall occur within 45 days of the date of the closing of such Equity Offering.

                  6.       Repurchase at Option of Holder. (a) If a Change of
Control occurs, each Holder of Notes shall have the right to require the Company
to repurchase all or any part (equal to $1,000 or an integral multiple thereof)
of such Holder's Notes pursuant to the offer described below (the "Change of
Control Offer") at an offer price in cash equal to 101% of the aggregate
principal amount of Notes repurchased plus accrued and unpaid interest and
Liquidated Damages, if any, thereon to the date of purchase (the "Change of
Control Payment"). Within 30 days following any Change of Control, the Company
shall mail a notice to each Holder describing the transaction or transactions
that constitute the Change of Control and which shall be no earlier than 30 days
and no later than 60 days from the date such notice is mailed (the "Change of
Control Payment Date"), pursuant to the procedures required by the Indenture and
described in such notice;

                                      A-6



                  (b)      Within 360 days after the receipt of any Net Proceeds
from an Asset Sale, the Company may apply such Net Proceeds at its option: (i)
to repay Senior Debt and, if the Senior Debt being repaid is revolving credit
Indebtedness, to correspondingly reduce commitments with respect thereto; or
(ii) to purchase Replacement Assets or make a capital expenditure in or that is
used or useful in a Permitted Business. Pending the final applications of any
such Net Proceeds, the Company may temporarily reduce revolving credit
borrowings or otherwise invest such Net Proceeds in any manner that is not
prohibited by the Indenture. Any Net Proceeds from Asset Sales that are not
applied or invested as provided in the preceding paragraph will constitute
"Excess Proceeds." Within 10 days after the aggregate amount of Excess Proceeds
exceeds $10.0 million, the Company will make an offer (an "Asset Sale Offer") to
all Holders of Notes and all holders of other Indebtedness that is pari passu
with the Notes or any Note Guarantee containing provisions similar to those set
forth in the Indenture with respect to offers to purchase with the proceeds of
sales of assets to purchase the maximum principal amount of Notes and such other
pari passu Indebtedness that may be purchased out of the Excess Proceeds at an
offer price in cash equal to 100% of the principal amount thereof of the Notes
and such other pari passu Indebtedness plus accrued and unpaid interest and
Liquidated Damages, if any, to the date of purchase, and will be payable in
cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer,
the Company may use such Excess Proceeds for any purpose not otherwise
prohibited by the Indenture. If the aggregate principal amount of Notes and such
other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the
amount of Excess Proceeds, the Notes and such other pari passu Indebtedness to
be purchased on a pro rata basis based on the principal amount of Notes and such
other pari passu Indebtedness tendered. Upon completion of each Asset Sale
Offer, the amount of Excess Proceeds shall be reset at zero.

                  7.       Selection and Notice of Redemption If less than all
of the Notes are to be redeemed or purchased in an offer to purchase at any
time, the Trustee shall select the Notes to be redeemed or purchased among the
Holders in compliance with the requirements of the principal national securities
exchange, if any, on which the Notes are listed, or, if the Notes are not so
listed, on a pro rata basis, by lot or in accordance with any other method the
Trustee shall deem fair and appropriate. At least 30 days but not more than 60
days before a redemption date, the Company shall mail or cause to be mailed, by
first class mail, a notice of redemption to each Holder whose Notes are to be
redeemed at its registered address. The notice shall identify the Notes to be
redeemed and shall state:(i) the redemption date; (ii) the redemption price;
(iii) if any Note is being redeemed in part, the portion of the principal amount
of such Note to be redeemed and that, after the redemption date upon surrender
of such Note, a new Note or Notes in principal amount equal to the unredeemed
portion of the original Note shall be issued in the name of the Holder thereof
upon cancellation of the original Note; (iv) the name and address of the Paying
Agent; (v) that Notes called for redemption must be surrendered to the Paying
Agent to collect the redemption price and become due on the date fixed for
redemption; (vi) that, unless the Company defaults in making such redemption
payment, interest on Notes called for redemption ceases to accrue on and after
the redemption date; (vii) the paragraph of the Notes and/or Section of the
Indenture pursuant to which the Notes called for redemption are being redeemed;
and (viii) that no representation is made as to the correctness or accuracy of
the CUSIP number, if any, listed in such notice or printed on the Notes.

                                      A-7



                  8.       Denominations, Transfer, Exchange. The Notes are in
registered form without coupons in denominations of $1,000 and integral
multiples of $1,000. The transfer of Notes may be registered and Notes may be
exchanged as provided in the Indenture. The Registrar and the Trustee may
require a Holder, among other things, to furnish appropriate endorsements and
transfer documents and the Company may require a Holder to pay any taxes and
fees required by law or permitted by the Indenture. The Company need not
exchange or register the transfer of any Note or portion of a Note selected for
redemption, except for the unredeemed portion of any Note being redeemed in
part. Also, the Company need not exchange or register the transfer of any Notes
for a period of 15 days before a selection of Notes to be redeemed or during the
period between a record date and the corresponding Interest Payment Date.

                  9.       Persons Deemed Owners. The registered Holder of a
Note will be treated as its owner for all purposes.

                  10.      Amendment, Supplement and Waiver. Subject to certain
exceptions, the Indenture, the Note Guarantees, or the Notes may be amended or
supplemented with the consent of the Holders of at least a majority in principal
amount of the then outstanding Notes and Additional Notes, if any, voting as a
single class, and any existing default or compliance with any provision of the
Indenture, the Note Guarantees, or the Notes may be waived with the consent of
the Holders of a majority in principal amount of the then outstanding Notes, if
any, voting as a single class. Without the consent of the Holders of at least
75% in principal amount of the Notes then outstanding voting as a single class
(including, without limitation, consents obtained in connection with a purchase
of, or tender offer or exchange offer for, the Notes), an amendment or waiver
may not amend or modify any of the provisions of the Indenture or the related
definitions affecting the subordination or ranking of the Notes or any Note
Guarantee in any manner adverse to the holders of the Notes or any Note
Guarantee. Without the consent of any Holder of a Note, the Indenture, the Note
Guarantees, or the Notes may be amended or supplemented to cure any ambiguity,
defect or inconsistency, to provide for uncertificated Notes in addition to or
in place of certificated Notes, to provide for the assumption of the Company's
obligations to Holders of the Notes in case of a merger or consolidation or sale
of all or substantially all of the assets of the Company, to make any change
that would provide any additional rights or benefits to the Holders of the Notes
or that does not adversely affect the legal rights under the Indenture of any
such Holder, to comply with the requirements of the SEC in order to effect or
maintain the qualification of the Indenture under the Trust Indenture Act or to
allow any Subsidiary to guarantee the Notes, to provide for the issuance of
Additional Notes in accordance with the limitations set forth in the Indenture,
or to allow any Guarantor to execute a supplemental indenture to the Indenture
with respect to the Notes.

                  11.      Defaults and Remedies. In the case of an Event of
Default arising from certain events of bankruptcy or insolvency, with respect to
the Company or any of its Restricted Subsidiaries that is a Significant
Subsidiary, all outstanding Notes will become due and payable immediately
without further action or notice. If any other Event of Default occurs and is
continuing, the Trustee or the Holders of at least 25% in principal amount of
the Notes may declare all the Notes to be due and payable immediately by notice
in writing to the Company specifying the Event of Default. Holders of the Notes
may not enforce the Indenture or the Notes except as provided in the Indenture.
Subject to certain limitations, Holders of a majority

                                      A-8



in principal amount of the then outstanding Notes may direct the Trustee in its
exercise of any trust or power. The Trustee may withhold from Holders of the
Notes notice of any continuing Default or Event of Default (except a Default or
Event of Default relating to the payment of principal, premium, if any, or
interest) if it determines that withholding notice is in their interest. The
Holders of a majority in aggregate principal amount of the Notes then
outstanding by notice to the Trustee may on behalf of the Holders of all of the
Notes waive any existing Default or Event of Default and its consequences under
the Indenture except a continuing Default or Event of Default in the payment of
interest, premium or Liquidated Damages on, or the principal of, the Notes.

                  In the case of any Event of Default occurring by reason of any
willful action or inaction taken or not taken by or on behalf of the Company
with the intention of avoiding payment of the premium that the Company would
have had to pay if the Company then had elected to redeem the Notes pursuant to
Section 3.07 of the Indenture concerning optional redemption, an equivalent
premium shall also become and be immediately due and payable to the extent
permitted by law upon the acceleration of the Notes.

                  12.      Trustee Dealings with Company. The Trustee, in its
individual or any other capacity, may make loans to, accept deposits from, and
perform services for the Company or its Affiliates, and may otherwise deal with
the Company or its Affiliates, as if it were not the Trustee.

                  13.      No Recourse Against Others. No past, present or
future director, officer, employee, incorporator, stockholder or agent of the
Company or any Guarantor, as such, shall have any liability for any obligations
of the Company or any Guarantor under the Notes, any Note Guarantees, the
Indenture or for any claim based on, in respect of, or by reason of, such
obligations or their creation. Each Holder of the Notes by accepting a Note
waives and releases all such liability. The waiver and release are part of the
consideration for issuance of the Notes. Such waiver may not be effective to
waive liabilities under the federal securities laws.

                  14.      Authentication. This Note shall not be valid until
authenticated by the manual signature of the Trustee or an authenticating agent.

                  15.      Additional Rights of Holders of Restricted Global
Notes and Restricted Certificated Notes. In addition to the rights provided to
Holders of Notes under the Indenture, Holders of Restricted Global Notes and
Restricted Definitive Notes shall have all the rights set forth in the
Registration Rights Agreement, dated as of September 30, 2003, among the
Company, the Guarantors and the parties named on the signature pages thereof or,
in the case of Additional Notes, Holders of Restricted Global Notes and
Restricted Definitive Notes shall have the rights set forth in one or more
registration rights agreements, if any, among the Company, the Guarantors and
the other parties thereto, relating to rights given by the Company to the
purchasers of Additional Notes (collectively, the "Registration Rights
Agreement").

                  16.      CUSIP Numbers. Pursuant to a recommendation
promulgated by the Committee on Uniform Security Identification Procedures, the
Company has caused CUSIP numbers to be printed on the Notes and the Trustee may
use CUSIP numbers in notices of redemption as a convenience to Holders. No
representation is made as to the accuracy of such

                                      A-9



numbers either as printed on the Notes or as contained in any notice of
redemption and reliance may be placed only on the other identification numbers
placed thereon.

The Company shall furnish to any Holder upon written request and without charge
a copy of the Indenture and/or the Registration Rights Agreement. Requests may
be made to:

If to the Company and/or any Guarantor:

         Rayovac Corporation
         601 Rayovac Drive
         Madison, WI 53711
         Facsimile: 608-275-4406
         Attention: General Counsel

with a copy to:

         Skadden, Arps, Slate, Meagher & Flom LLP
         One Beacon Street
         Boston, Massachusetts 02108-3194
         Facsimile: 617-573-4822
         Attention: Margaret Brown

                                      A-10



                                 ASSIGNMENT FORM

To assign this Note, fill in the form below: (I) or (we) assign and transfer
this Note to

________________________________________________________________________________

________________________________________________________________________________
                         (Insert assignee's legal name)
________________________________________________________________________________

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)
________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)
________________________________________________________________________________
and irrevocably appoint_________________________________________________________
to transfer this Note on the books of the Company. The agent may substitute
another to act for him.
________________________________________________________________________________

Date: _______________
                                             Your Signature:____________________
                                             (Sign exactly as your name appears
                                             on the face of this Note)
Signature Guarantee.*

*    Participant is recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).

                                      A-11



                       OPTION OF HOLDER TO ELECT PURCHASE

                  If you want to elect to have this Note purchased by the
Company pursuant to Section 4.10 or 4.14 of the Indenture, check the box below:

                      [ ]                                [ ]

                  Section 4.10                      Section 4.14

                  If you want to elect to have only part of the Note purchased
by the Company pursuant to Section 4.10 or Section 4.14 of the Indenture, state
the amount you elect to have purchased: $________

Date: _______________                        Your Signature: __________________
                                             (Sign exactly as your name appears
                                             on the Note)
                                             Tax Identification No: ___________
Signature Guarantee.*

*    Participant is recognized Signature Guarantee Medallion Program (or other
     signature guarantor acceptable to the Trustee).

                                      A-12



                      SCHEDULE OF EXCHANGES OF GLOBAL NOTE

                  The following exchanges of a part of this Global Note for an
interest in another Global Note or of another Global Note for an interest in
this Global Note, have been made:



                                                                      Principal Amount         Signature of
                   Amount of Decrease in   Amount of Increase in     of this Global Note    Authorized Officer
                         Principal               Principal             Following such          of Trustee or
Date of Exchange    of this Global Note     of this Global Note    decrease (or increase)     Note Custodian
- ----------------    -------------------     -------------------    ----------------------     --------------
                                                                                


                                      A-13


                                                                       EXHIBIT B

                         FORM OF CERTIFICATE OF TRANSFER

                  Re: 8 1/2% Senior Subordinated Notes due 2013

                  Reference is hereby made to the Indenture, dated as of
September 30, 2003 (the "Indenture"), between Rayovac Corporation, as issuer
(the "Company"), the Guarantors, as defined therein (the "Guarantors") and U.S.
Bank National Association, as trustee. Capitalized terms used but not defined
herein shall have the meanings given to them in the Indenture.

                  ______________, (the "Transferor") owns and proposes to
transfer the Note[s] or interest in such Note[s] specified in Annex A hereto, in
the principal amount of $___________ in such Note[s] or interests (the
"Transfer"), to __________ (the "Transferee"), as further specified in Annex A
hereto. In connection with the Transfer, the Transferor hereby certifies that:

                  [CHECK ALL THAT APPLY]

              [ ] 1.       CHECK IF TRANSFEREE SHALL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE 144A GLOBAL NOTE OR A CERTIFICATED NOTE PURSUANT TO
RULE 144A. The Transfer is being effected pursuant to and in accordance with
Rule 144A under the United States Securities Act of 1933, as amended (the
"Securities Act"), and, accordingly, the Transferor hereby further certifies
that the beneficial interest or Certificated Note is being transferred to a
Person that the Transferor reasonably believed and believes is purchasing the
beneficial interest or Certificated Note for its own account, or for one or more
accounts with respect to which such Person exercises sole investment discretion,
and such Person and each such account is a "qualified institutional buyer"
within the meaning of Rule 144A in a transaction meeting the requirements of
Rule 144A and such Transfer is in compliance with any applicable blue sky
securities laws of any state of the United States. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Certificated Note shall be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the 144A Global
Note and/or the Certificated Note and in the Indenture and the Securities Act.

              [ ] 2.       CHECK IF TRANSFEREE SHALL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN THE REGULATION S GLOBAL NOTE OR A CERTIFICATED NOTE
PURSUANT TO REGULATION S. The Transfer is being effected pursuant to and in
accordance with Rule 903 or Rule 904 under the Securities Act and, accordingly,
the Transferor hereby further certifies that (a) the Transfer is not being made
to a person in the United States and (x) at the time the buy order was
originated, the Transferee was outside the United States or such Transferor and
any Person acting on its behalf reasonably believed and believes that the
Transferee was outside the United States or (y) the transaction was executed in,
on or through the facilities of a designated offshore securities market and
neither such Transferor nor any Person acting on its behalf knows that the
transaction was prearranged with a buyer in the United States, (b) no directed
selling efforts have been made in contravention of the requirements of Rule
903(b) or Rule 904(b) of Regulation S under the Securities Act, (c) the
transaction is not part of a plan or scheme to evade the registration
requirements of the Securities Act and (d) if the proposed transfer is being
made prior to the expiration of the Restricted Period, the transfer is not being
made to a U.S. Person or for the account or benefit of

                                      B-1



a U.S. Person (other than an Initial Purchaser). Upon consummation of the
proposed transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Certificated Note shall be subject to the restrictions on
Transfer enumerated in the Private Placement Legend printed on the Regulation S
Global Note and/or the Certificated Note and in the Indenture and the Securities
Act.

              [ ] 3.       CHECK AND COMPLETE IF TRANSFEREE SHALL TAKE DELIVERY
OF A BENEFICIAL INTEREST IN A CERTIFICATED NOTE PURSUANT TO ANY PROVISION OF THE
SECURITIES ACT OTHER THAN RULE 144A OR REGULATION S. The Transfer is being
effected in compliance with the transfer restrictions applicable to beneficial
interests in Restricted Global Notes and Restricted Certificated Notes and
pursuant to and in accordance with the Securities Act and any applicable blue
sky securities laws of any state of the United States, and accordingly the
Transferor hereby further certifies that (check one):

              [ ] (a)      such Transfer is being effected pursuant to and in
accordance with Rule 144 under the Securities Act;

                                       or

              [ ] (b)      such Transfer is being effected to the Company or a
subsidiary thereof;

                                       or

              [ ] (c)      such Transfer is being effected pursuant to an
effective registration statement under the Securities Act and in compliance with
the prospectus delivery requirements of the Securities Act.

              [ ] 4.       CHECK IF TRANSFEREE SHALL TAKE DELIVERY OF A
BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE OR OF AN UNRESTRICTED
CERTIFICATED NOTE.

              [ ] (a)      CHECK IF TRANSFER IS PURSUANT TO RULE 144. (a) The
Transfer is being effected pursuant to and in accordance with Rule 144 under the
Securities Act and in compliance with the transfer restrictions contained in the
Indenture and any applicable blue sky securities laws of any state of the United
States and (b) the restrictions on transfer contained in the Indenture and the
Private Placement Legend are not required in order to maintain compliance with
the Securities Act. Upon consummation of the proposed Transfer in accordance
with the terms of the Indenture, the transferred beneficial interest or
Certificated Note shall no longer be subject to the restrictions on transfer
enumerated in the Private Placement Legend printed on the Restricted Global
Notes, on Restricted Certificated Notes and in the Indenture.

              [ ] (b)      CHECK IF TRANSFER IS PURSUANT TO REGULATION S. (a)
The Transfer is being effected pursuant to and in accordance with Rule 903 or
Rule 904 under the Securities Act and in compliance with the transfer
restrictions contained in the Indenture and any applicable blue sky securities
laws of any state of the United States and (b) the restrictions on transfer
contained in the Indenture and the Private Placement Legend are not required in
order to maintain compliance with the Securities Act. Upon consummation of the
proposed Transfer in accordance with the terms of the Indenture, the transferred
beneficial interest or Certificated Note shall no longer be subject to the
restrictions on transfer enumerated in the Private

                                      B-2



Placement Legend printed on the Restricted Global Notes, on Restricted
Certificated Notes and in the Indenture.

              [ ] (c)      CHECK IF TRANSFER IS PURSUANT TO OTHER EXEMPTION. (a)
The Transfer is being effected pursuant to and in compliance with an exemption
from the registration requirements of the Securities Act other than Rule 144,
Rule 903 or Rule 904 and in compliance with the transfer restrictions contained
in the Indenture and any applicable blue sky securities laws of any State of the
United States and (b) the restrictions on transfer contained in the Indenture
and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act. Upon consummation of the proposed Transfer
in accordance with the terms of the Indenture, the transferred beneficial
interest or Certificated Note shall not be subject to the restrictions on
transfer enumerated in the Private Placement Legend printed on the Restricted
Global Notes or Restricted Certificated Notes and in the Indenture.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.

                                    [Insert Name of Transferor]

                                    By: _______________________________
                                        Name:
                                        Title:

Dated:_____________,____

                                      B-3



                       ANNEX A TO CERTIFICATE OF TRANSFER

1.       The Transferor owns and proposes to transfer the following:

                            [CHECK ONE OF (a) OR (b)]

     [ ] (a)      a beneficial interest in the:

                  (i)      144A Global Note (CUSIP ______); or

                  (ii)     Regulation S Global Note (CUSIP ______); or

     [ ] (b)      a Restricted Certificated Note.

2.       After the Transfer the Transferee shall hold:

                                   [CHECK ONE]

     [ ] (c)      a beneficial interest in the:

                  (i)      144A Global Note (CUSIP ______); or

                  (ii)     Regulation S Global Note (CUSIP ______); or

                  (iii)    Unrestricted Global Note (CUSIP ______); or

     [ ] (d)      a Restricted Certificated Note; or

     [ ] (e)      an Unrestricted Certificated Note,

         in accordance with the terms of the Indenture.

                                       B-4



                                                                       EXHIBIT C

                         FORM OF CERTIFICATE OF EXCHANGE

                  Re: 8 1/2% Senior Subordinated Notes due 2013

                              (CUSIP______________)

                  Reference is hereby made to the Indenture, dated as of
September 30, 2003 (the "Indenture"), between Rayovac Corporation, as issuer
(the "Company"), the Guarantors named therein (the "Guarantors") and U.S. Bank
National Association, as trustee. Capitalized terms used but not defined herein
shall have the meanings given to them in the Indenture.

                  ____________, (the "Owner") owns and proposes to exchange the
Note[s] or interest in such Note[s] specified herein, in the principal amount of
$____________ in such Note[s] or interests (the "Exchange"). In connection with
the Exchange, the Owner hereby certifies that:

                  1.       EXCHANGE OF RESTRICTED CERTIFICATED NOTES OR
BENEFICIAL INTERESTS IN A RESTRICTED GLOBAL NOTE FOR UNRESTRICTED CERTIFICATED
NOTES OR BENEFICIAL INTERESTS IN AN UNRESTRICTED GLOBAL NOTE.

              [ ] (a)      CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In
connection with the Exchange of the Owner's beneficial interest in a Restricted
Global Note for a beneficial interest in an Unrestricted Global Note in an equal
principal amount, the Owner hereby certifies (i) the beneficial interest is
being acquired for the Owner's own account without transfer, (ii) such Exchange
has been effected in compliance with the transfer restrictions applicable to the
Global Notes and pursuant to and in accordance with the United States Securities
Act of 1933, as amended (the "Securities Act"), (iii) the restrictions on
transfer contained in the Indenture and the Private Placement Legend are not
required in order to maintain compliance with the Securities Act and (iv) the
beneficial interest in an Unrestricted Global Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

              [ ] (b)      CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO UNRESTRICTED CERTIFICATED NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for an
Unrestricted Certificated Note, the Owner hereby certifies (i) the Certificated
Note is being acquired for the Owner's own account without transfer, (ii) such
Exchange has been effected in compliance with the transfer restrictions
applicable to the Restricted Global Notes and pursuant to and in accordance with
the Securities Act, (iii) the restrictions on transfer contained in the
Indenture and the Private Placement Legend are not required in order to maintain
compliance with the Securities Act and (iv) the Certificated Note is being
acquired in compliance with any applicable blue sky securities laws of any state
of the United States.

              [ ] (c)      CHECK IF EXCHANGE IS FROM RESTRICTED CERTIFICATED
NOTE TO BENEFICIAL INTEREST IN AN UNRESTRICTED GLOBAL NOTE. In connection with
the Owner's Exchange of a

                                      C-1



Restricted Certificated Note for a beneficial interest in an Unrestricted Global
Note, the Owner hereby certifies (i) the beneficial interest is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to Restricted
Certificated Notes and pursuant to and in accordance with the Securities Act,
(iii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the beneficial interest is being acquired in compliance
with any applicable blue sky securities laws of any state of the United States.

              [ ] (d)      CHECK IF EXCHANGE IS FROM RESTRICTED CERTIFICATED
NOTE TO UNRESTRICTED CERTIFICATED NOTE. In connection with the Owner's Exchange
of a Restricted Certificated Note for an Unrestricted Certificated Note, the
Owner hereby certifies (i) the Unrestricted Certificated Note is being acquired
for the Owner's own account without transfer, (ii) such Exchange has been
effected in compliance with the transfer restrictions applicable to Restricted
Certificated Notes and pursuant to and in accordance with the Securities Act,
(iii) the restrictions on transfer contained in the Indenture and the Private
Placement Legend are not required in order to maintain compliance with the
Securities Act and (iv) the Unrestricted Certificated Note is being acquired in
compliance with any applicable blue sky securities laws of any state of the
United States.

                  2.       EXCHANGE OF RESTRICTED CERTIFICATED NOTES OR
BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES FOR RESTRICTED CERTIFICATED
NOTES OR BENEFICIAL INTERESTS IN RESTRICTED GLOBAL NOTES.

              [ ] (a)      CHECK IF EXCHANGE IS FROM BENEFICIAL INTEREST IN A
RESTRICTED GLOBAL NOTE TO RESTRICTED CERTIFICATED NOTE. In connection with the
Exchange of the Owner's beneficial interest in a Restricted Global Note for a
Restricted Certificated Note with an equal principal amount, the Owner hereby
certifies that the Restricted Certificated Note is being acquired for the
Owner's own account without transfer. Upon consummation of the proposed Exchange
in accordance with the terms of the Indenture, the Restricted Certificated Note
issued shall continue to be subject to the restrictions on transfer enumerated
in the Private Placement Legend printed on the Restricted Certificated Note and
in the Indenture and the Securities Act.

              [ ] (b)      CHECK IF EXCHANGE IS FROM RESTRICTED CERTIFICATED
NOTE TO BENEFICIAL INTEREST IN A RESTRICTED GLOBAL NOTE. In connection with the
Exchange of the Owner's Restricted Certificated Note for a beneficial interest
in the [CHECK ONE] 144A Global Note, Regulation S Global Note, the Owner hereby
certifies (i) the beneficial interest is being acquired for the Owner's own
account without transfer and (ii) such Exchange has been effected in compliance
with the transfer restrictions applicable to the Restricted Global Notes and
pursuant to and in accordance with the Securities Act, and in compliance with
any applicable blue sky securities laws of any state of the United States. Upon
consummation of the proposed Exchange in accordance with the terms of the
Indenture, the beneficial interest issued shall be subject to the restrictions
on transfer enumerated in the Private Placement Legend printed on the relevant
Restricted Global Note and in the Indenture and the Securities Act.

                  This certificate and the statements contained herein are made
for your benefit and the benefit of the Company.

                                      C-2



                                                          [Insert Name of Owner]

                                                     By: _______________________
                                                         Name:
                                                         Title:

Dated: ________________, ____

                                       C-3



                                                                       EXHIBIT D

                          FORM OF NOTATION OF GUARANTEE

                  For value received, each Guarantor (which term includes any
successor Person under the Indenture) has, jointly and severally,
unconditionally guaranteed, to the extent set forth in the Indenture and subject
to the provisions in the Indenture dated as of September 30, 2003 (the
"Indenture") among Rayovac Corporation (the "Company"), the Guarantors named
therein and U.S. Bank National Association, as trustee (the "Trustee"), (a) the
due and punctual payment of the principal of, premium and Liquidated Damages (as
defined in the Indenture), if any, and interest on the Notes (as defined in the
Indenture), whether at maturity, by acceleration, redemption or otherwise, the
due and punctual payment of interest on overdue principal and premium, and, to
the extent permitted by law, interest and Liquidated Damages, and the due and
punctual performance of all other obligations of the Company to the Holders or
the Trustee all in accordance with the terms of the Indenture and (b) in case of
any extension of time of payment or renewal of any Notes or any of such other
obligations, that the same shall be promptly paid in full when due or performed
in accordance with the terms of the extension or renewal, whether at Stated
Maturity, by acceleration or otherwise. The obligations of the Guarantors to the
Holders of Notes and to the Trustee pursuant to the Note Guarantee and the
Indenture are expressly set forth in Article Eleven of the Indenture and
reference is hereby made to the Indenture for the precise terms of the Note
Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall
be bound by such provisions, (b) authorizes and directs the Trustee, on behalf
of such Holder, to take such action as may be necessary or appropriate to
effectuate the subordination as provided in the Indenture and (c) appoints the
Trustee attorney-in-fact of such Holder for such purpose; provided, however,
that the Indebtedness evidenced by this Note Guarantee shall cease to be so
subordinated and subject in right of payment upon any defeasance of this Note in
accordance with the provisions of the Indenture.

                                       D-1



IN WITNESS HEREOF, the Guarantors have caused this Notation of Guarantee to be
executed by a duly authorized officer.

                                               [Name of Guarantor]

                                               By: _____________________________
                                                   Name:
                                                   Title

                                       D-2




                                                                       EXHIBIT E

                         FORM OF SUPPLEMENTAL INDENTURE
                    TO BE DELIVERED BY SUBSEQUENT GUARANTORS

                  Supplemental Indenture (this "Supplemental Indenture"), dated
as of _____________, among __________________ (the "Guaranteeing Subsidiary"),
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 (the "Trustee").

                               W I T N E S S E T H

                  WHEREAS, the Company and the Guarantors have heretofore
executed and delivered to the Trustee an indenture (the "Indenture"), dated as
of September 30, 2003 providing for the issuance of an unlimited aggregate
principal amount of 8-1/2% Senior Subordinated Notes due 2013 (the "Notes");

                  WHEREAS, the Indenture provides that under certain
circumstances the Guaranteeing Subsidiary shall execute and deliver to the
Trustee a supplemental indenture pursuant to which the Guaranteeing Subsidiary
shall unconditionally guarantee all of the Company's obligations under the Notes
and the Indenture on the terms and conditions set forth herein (the "Note
Guarantee"); 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 Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the
equal and ratable benefit of the Holders of the Notes as follows:

                  1. Capitalized Terms. Capitalized terms used herein without
definition shall have the meanings assigned to them in the Indenture.

                  2. Agreement to Guarantee. The Guaranteeing Subsidiary hereby
agrees as follows:

                  (a)      Along with all other Guarantors, to jointly and
         severally Guarantee to each Holder of a Note authenticated and
         delivered by the Trustee and to the Trustee and its successors and
         assigns, irrespective of the validity and enforceability of the
         Indenture, the Notes or the obligations of the Company hereunder or
         thereunder, that:

                           (i)      the principal of and interest on the Notes
                  shall be promptly paid in full when due, whether at maturity,
                  by acceleration, redemption or otherwise, and interest on the
                  overdue principal of and interest on the Notes, if any, if
                  lawful (subject in all cases to any applicable grace period
                  provided in the Indenture), and all other obligations of the
                  Company to the Holders or the Trustee hereunder or

                                      E-1



                  thereunder shall be promptly paid in full or performed, all in
                  accordance with the terms hereof and thereof; and

                           (ii)     in case of any extension of time of payment
                  or renewal of any Notes or any of such other obligations, the
                  same shall be promptly paid in full when due or performed in
                  accordance with the terms of the extension or renewal, whether
                  at Stated Maturity, by acceleration or otherwise. Failing
                  payment when due of any amount so guaranteed or any
                  performance so guaranteed for whatever reason, the Guarantors
                  shall be jointly and severally obligated to pay the same
                  immediately.

                  (b)      The obligations hereunder shall be unconditional,
         irrespective of the validity, regularity or enforceability of the Notes
         or the Indenture, the absence of any action to enforce the same, any
         waiver or consent by any Holder of the Notes with respect to any
         provisions hereof or thereof, the recovery of any judgment against the
         Company, any action to enforce the same or any other circumstance that
         might otherwise constitute a legal or equitable discharge or defense of
         a guarantor.

                  (c)      Subject to Section 6.06 of the Indenture and to the
         extent permitted by applicable law, each Guarantor hereby waives:
         diligence presentment, demand of payment, filing of claims with a court
         in the event of insolvency or bankruptcy of the Company, any right to
         require a proceeding first against the Company, protest, notice and all
         demands whatsoever.

                  (d)      Subject to Section 6.06 of the Indenture and to the
         extent permitted by applicable law, this Note Guarantee shall not be
         discharged except by complete performance of the obligations contained
         in the Notes and the Indenture.

                  (e)      If any Holder or the Trustee is required by any court
         or otherwise to return to the Company, the Guarantors, or any
         custodian, trustee, liquidator or other similar official acting in
         relation to either the Company or the Guarantors, any amount paid by
         either to the Trustee or such Holder, this Note Guarantee, to the
         extent theretofore discharged, shall be reinstated in full force and
         effect.

                  (f)      The Guaranteeing Subsidiary shall not be entitled to
         any right of subrogation in relation to the Holders in respect of any
         obligations guaranteed hereby until payment in full of all obligations
         guaranteed hereby.

                  (g)      As between the Guarantors, on the one hand, and the
         Holders and the Trustee, on the other hand, (x) the maturity of the
         obligations guaranteed hereby may be accelerated as provided in Article
         6 of the Indenture for the purposes of this Note Guarantee,
         notwithstanding any stay, injunction or other prohibition preventing
         such acceleration in respect of the obligations guaranteed hereby, and
         (y) in the event of any declaration of acceleration of such obligations
         as provided in Article 6 of the Indenture, such obligations (whether or
         not due and payable) shall forthwith become due and payable by the
         Guarantors for the purpose of this Note Guarantee.

                                       E-2



                  (h)      The Guarantors shall have the right to seek
         contribution from any non-paying Guarantor so long as the exercise of
         such right does not impair the rights of the Holders under the Note
         Guarantee.

                  (i)      Pursuant to Section 11.03 of the Indenture, after
         giving effect to any maximum amount and any other contingent and fixed
         liabilities of the Guarantor that are relevant under any applicable
         Bankruptcy Law, the Uniform Fraudulent Conveyance Act, the Uniform
         Fraudulent Transfer Act or any similar federal or state law to the
         extent applicable, and after giving effect to any collections from,
         rights to receive contribution from or payments made by or on behalf of
         any other Guarantor in respect of the obligations of such other
         Guarantor under Article 11 of the Indenture, the Trustee, the Holders
         and the Guarantor irrevocably agree that the obligation of such
         Guarantor shall result in the obligations of such Guarantor under its
         Note Guarantee not constituting a fraudulent transfer or conveyance.

                  3.       Subordination. The Obligations of the Guaranteeing
Subsidiary under its Note Guarantee pursuant to this Supplemental Indenture
shall be junior and subordinated to the Senior Debt of the Guaranteeing
Subsidiary on the same basis as the Notes are junior and subordinated to the
Senior Debt of the Company. For the purposes of the foregoing sentence, the
Trustee and the Holders shall have the right to receive and/or retain payments
by the Guaranteeing Subsidiary only at such time as they may receive and/or
retain payments in respect of the Notes pursuant to the Indenture, including
Article 10 thereof.

                  4.       Execution and Delivery. Each Guaranteeing Subsidiary
agrees that the Note Guarantees shall remain in full force and effect
notwithstanding any failure to endorse on each Note a notation of such Note
Guarantee.

                  5.       Guaranteeing Subsidiary May Consolidate, Etc., on
Certain Terms. Except as otherwise provided in Section 11.05 of the Indenture, a
Guarantor may not sell or otherwise dispose of all or substantially all of its
assets, or consolidate with or merge with or into (whether or not such Guarantor
is the surviving Person) another Person unless:

         (a)      immediately after giving effect to such transaction, no
         Default or Event of Default exists; and

         (b)      either:

                           (i)      the Person acquiring the property in any
                  such sale or disposition or the Person formed by or surviving
                  any such consolidation or merger is a corporation, organized
                  or existing under (i) the laws of the United States, any state
                  thereof or the District of Columbia or (ii) the laws of the
                  same jurisdiction as that Guarantor and, in each case, assumes
                  all the obligations of that Guarantor under the Indenture, its
                  Note Guarantee and the Registration Rights Agreement pursuant
                  to a supplemental indenture satisfactory to the Trustee; or

                                      E-3



                           (ii)     in the case of a Subsidiary Guarantor, such
                  sale or other disposition (A) complies with Section 4.10 of
                  the Indenture, including the application of the Net Proceeds
                  therefrom and (B) is to a Person that is not a Restricted
                  Subsidiary of the Company.

                  In case of any such consolidation, merger, sale or conveyance
and upon the assumption by the successor Person, by supplemental indenture,
executed and delivered to the Trustee and satisfactory in form to the Trustee,
of the Note Guarantee endorsed upon the Notes and the due and punctual
performance of all of the obligations and conditions of the Indenture to be
performed by a Guarantor, such successor Person shall succeed to and be
substituted for a Guarantor with the same effect as if it had been named herein
as a Guarantor. Such successor Person thereupon may cause to be signed any or
all of the Note Guarantees to be endorsed upon all of the Notes issuable
hereunder which theretofore shall not have been signed by the Company and
delivered to the Trustee. All the Note Guarantees so issued shall in all
respects have the same legal rank and benefit under the Indenture as the Note
Guarantees theretofore and thereafter issued in accordance with the terms of the
Indenture as though all of such Note Guarantees had been issued at the date of
the execution hereof.

                  Except as set forth in Articles 4 and 5 of the Indenture, and
notwithstanding clauses (a) and (b) above, nothing contained in the Indenture or
in any of the Notes shall prevent any consolidation or merger of a Guarantor
with or into the Company or another Guarantor, or shall prevent any sale or
conveyance of the property of a Guarantor as an entirety or substantially as an
entirety to the Company or another Guarantor.

                  6.       Releases. (a) Any Guarantor shall be released and
relieved of any obligations under its Note Guarantee, (i) in connection with any
sale or other disposition of all or substantially all of the assets of that
Guarantor (including by way of merger or consolidation) to a Person that is not
(either before or after giving effect to such transaction) a Restricted
Subsidiary of the Company, if the sale or other disposition of all or
substantially all of the assets of that Guarantor complies with Section 4.10 of
the Indenture, including the application of the Net Proceeds therefrom; (ii) in
connection with any sale of all of the Capital Stock of a Guarantor to a Person
that is not (either before or after giving effect to such transaction) a
Restricted Subsidiary of the Company, if the sale of all such Capital Stock of
that Guarantor complies with Section 4.10 of the Indenture, including the
application of the Net Proceeds therefrom; (iii) if the Company designates any
Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in
accordance with the terms hereof; or (iv) in connection with any sale of Capital
Stock of a Guarantor to a Person that results in the Guarantor no longer being a
Subsidiary of the Company, if the sale of such Capital Stock of that Guarantor
complies with Section 4.10, including the application of the Net Proceeds
therefrom. Upon delivery by the Company to the Trustee of an Officers'
Certificate and an Opinion of Counsel to the effect that such sale or other
disposition was made by the Company in accordance with the provisions of the
Indenture, including without limitation Section 4.10 hereof, the Trustee shall
execute any documents reasonably required in order to evidence the release of
any Guarantor from its obligations under its Note Guarantee.

                                      E-4



                  (b)      Any Guarantor not released from its obligations under
its Note Guarantee shall remain liable for the full amount of principal of and
interest on the Notes and for the other obligations of any Guarantor under the
Indenture as provided in Article 10 of the Indenture.

                  7.       No Recourse Against Others. No past, present or
future director, officer, employee, incorporator, stockholder or agent of the
Guaranteeing Subsidiary, as such, shall have any liability for any obligations
of the Company or any Guaranteeing Subsidiary under the Notes, any Note
Guarantees, the Indenture or this Supplemental Indenture or for any claim based
on, in respect of, or by reason of, such obligations or their creation. Each
Holder of the Notes by accepting a Note waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the Notes.
Such waiver may not be effective to waive liabilities under the federal
securities laws.

                  8.       NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE
OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE.

                  9.       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.

                  10.      Effect of Headings. The Section headings herein are
for convenience only and shall not affect the construction hereof.

                  11.      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 Guaranteeing Subsidiary and the
Company.

                                       E-5



                  IN WITNESS WHEREOF, the parties hereto have caused this
Supplemental Indenture to be duly executed and attested, all as of the date
first above written.

Dated:  _______________, ____

                                    [Guaranteeing Subsidiary]

                                    By: _____________________________
                                        Name:
                                        Title:

                                    [Name of Guarantor]

                                    By: _____________________________
                                        Name:
                                        Title:

                                    RAYOVAC CORPORATION

                                    By: _____________________________
                                        Name:
                                        Title:

                                    U.S. BANK NATIONAL ASSOCIATION, AS
                                    TRUSTEE

                                    By: _____________________________
                                        Name:
                                        Title:

                                       E-6



                                   SCHEDULE I
                                   GUARANTORS

ROV Holding, Inc.
Rovcal, Inc.
Vestar Shaver Corp.
Vestar Razor Corp.
Remington Products Company, L.L.C.
Remington Capital Corporation
Remington Rand Corporation
Remington Corporation, L.L.C.

                                      Sch-I

EX-10.3

                                                                    EXHIBIT 10.3

                        SECOND AMENDMENT TO THIRD AMENDED
                          AND RESTATED CREDIT AGREEMENT

         THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
dated as of June 27, 2003 (this "Amendment") amends the Third Amended and
Restated Credit Agreement dated as of October 1, 2002 (as previously amended,
the "Credit Agreement") among RAYOVAC CORPORATION (the "Company"), VARTA
GERATEBATTERIE GmbH (the "Subsidiary Borrower"), various financial institutions
(the "Lenders") and BANK OF AMERICA, N.A., as administrative agent (in such
capacity, the "Administrative Agent"). Capitalized terms used but not defined
herein have the respective meanings given thereto in the Credit Agreement.

         WHEREAS, the parties hereto desire to amend the Credit Agreement in
certain respects as set forth below; and

         WHEREAS, the Company has requested that the Lenders consent to certain
organizational restructurings as described in the Company's Lender's
Presentation dated June 6, 2003 (the "Restructurings"), a copy of which has been
made available to each Lender;

         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.

         1.1      Amendments to Definitions. Section 1.1 of the Agreement is
amended as set forth below:

         (a)      The definitions of "Acquisition Restructuring Charges" and
"Other Restructuring Charges" are deleted and the following new definition of
"Restructuring Charges" is inserted in appropriate alphabetical sequence:

                  "Restructuring Charges means restructuring charges of not more
         than $42,500,000 identified to the Administrative Agent in writing
         prior to November 15, 2003 and taken by the Company prior to September
         30, 2003, of which not more than $24,000,000 shall be cash
         restructuring charges and not more than $21,000,000 shall be non-cash
         restructuring charges."

         (b)      The definition of "Adjusted EBITDA" is amended in its entirety
to read as follows:

                  "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. In addition, if the
         Company or any Subsidiary makes an Acquisition or a material
         divestiture during any Computation Period, then the historical
         financial results for such period of the Person or assets acquired
         shall be added to Adjusted EBITDA (without taking account of cost
         savings or other synergies unless



         approved by the Required Lenders) and/or the portion of the financial
         results of the Company and its Subsidiaries for such period
         attributable to the Person or assets divested shall be subtracted in
         calculating Adjusted EBITDA, all as reasonably determined by the
         Company and certified to the Administrative Agent and the Lenders."

         (c)      Clause (a) of the definition of "Excess Cash Flow" is amended
to read as follows:

                  "(a)     EBITDA for such period plus any non-cash
         Restructuring Charges,"

         1.2      Extension of Date for Completion of Transformation. Section
9.1(k) of the Credit Agreement is amended by replacing the date "June 30, 2003"
therein with the date "March 31, 2004".

         1.3      Tax Shelter Regulations.

         (a)      Article VI of the Credit Agreement is amended by adding
thereto the following new Section 6.24:

                  "6.24 Tax Shelter Regulations. The Borrowers do not intend to
         treat the Loans or the Letters of Credit as being a "reportable
         transaction" (within the meaning of Treasury Regulation Section
         1.6014-4). In the event a Borrower determines to take any action
         inconsistent with such intention, it will promptly notify the
         Administrative Agent thereof. If a Borrower so notifies the
         Administrative Agent, the Borrowers acknowledge that one or more of the
         Lenders may treat its Loans and/or its interest in Swing Line Loans
         and/or Letters of Credit as a part of a transaction that is subject to
         Treasury Regulation Section 301.6112-1, and such Lender or Lenders, as
         applicable, will maintain the lists and other records required by such
         Treasury Regulation."

         (b)      Section 7.2 of the Credit Agreement is amended by deleting the
word "and" at the end of clause (e), adding the following new clause (f) after
clause (e) and re-lettering existing clause (f) as clause (g):

                  "(f)     promptly after a Borrower has notified the
         Administrative Agent of any intention by such Borrower to treat the
         Loans and/or Letters of Credit as being a "reportable transaction"
         (within the meaning of Treasury Regulation Section 1.6011-4), a duly
         completed copy of IRS Form 8886 or any successor form; and"

         (c)      Section 11.9 of the Credit Agreement is amended by adding at
the end thereof the following language:

         "Notwithstanding anything herein to the contrary, information subject
         to the foregoing confidentiality restrictions shall not include, and
         the Administrative Agent and each Lender may disclose without
         limitation of any kind, any information with respect to the "tax
         treatment" and "tax structure" (in each case, within the meaning of
         Treasury Regulation Section 1.6011-4) of the transactions contemplated
         hereby and all materials of any kind (including opinions or other tax
         analyses) that are provided to the Administrative Agent or such Lender
         relating to such tax treatment and tax structure; provided that with
         respect to any document or similar item that in either case contains

                                      -2-



         information concerning the tax treatment or tax structure of the
         transaction as well as other information, this sentence shall only
         apply to such portions of such document or item that relate to the tax
         treatment or tax structure of the Loans, Letters of Credit and
         transactions contemplated hereby."

         SECTION 2. CONSENT. The Administrative Agent and the Required Lenders
consent to the Restructurings and the related releases and substitutions of
collateral and agree with the Company and the Subsidiary Borrower that the
transfers and investments effected as part of the Restructurings shall be
disregarded in determining usage of the basket amounts for permitted exceptions
under Sections 8.2 and 8.4 of the Credit Agreement.

         SECTION 3. CONDITIONS PRECEDENT. This Amendment shall become effective
when the Administrative Agent has received counterpart signature pages (by
facsimile or otherwise) of this Amendment signed by the Company, the Subsidiary
Borrower, the Administrative Agent and the Required Lenders.

         SECTION 4. MISCELLANEOUS.

         4.1      Continuing Effectiveness, etc. The Credit Agreement, as
amended hereby, shall remain in full force and effect and is hereby ratified,
approved and confirmed in all respects.

         4.2      Headings. The headings in this Amendment are inserted for
convenience only and shall not affect the meaning or interpretation of this
Amendment.

         4.3      Execution in Counterparts. This Amendment may be executed by
the parties hereto in several counterparts, each of which shall be deemed to be
an original and all of which shall constitute together but one and the same
agreement. A counterpart signature page delivered by facsimile shall be
effective as an original.

         4.4      Governing Law. THIS AMENDMENT SHALL BE DEEMED TO BE A CONTRACT
MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK.

                             [Signatures to Follow]

                                      -3-



         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
executed by their respective officers thereunto duly authorized as of the day
and year first above written.

                                   RAYOVAC CORPORATION

                                   By:  /s/ Kent J. Hussey
                                      ------------------------------------------
                                   Name:  Kent J. Hussey
                                   Title:President and COO

                                   VARTA GERATEBATTERIE GmbH

                                   By:  /s/Andreas Rouve
                                      ------------------------------------------
                                   Name:  Dr. Andreas Rouve
                                   Title:CFO

                                   VARTA GERATEBATTERIE GmbH

                                   By:  /s/Remy Burel
                                      ------------------------------------------
                                   Name:  Remy Burel
                                   Title:CEO

                                      S-1


                                   BANK OF AMERICA, N.A., as
                                   Administrative Agent and as a Lender

                                   By:__________________________________________
                                   Name:
                                   Title:

                                      S-2



                                   _____________________________________________
                                    [PRINT OR TYPE NAME OF LENDER]

                                   By:__________________________________________
                                   Name:________________________________________
                                   Title:_______________________________________

EX-10.4

                                                                    EXHIBIT 10.4

                             AMENDMENT NO. 3 TO THE
                                CREDIT AGREEMENT

                                                  DATED AS OF SEPTEMBER 23, 2003

                  AMENDMENT NO. 3 TO THE THIRD AMENDED AND RESTATED CREDIT
AGREEMENT 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 (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 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) The Preliminary Statements to the Credit Agreement are
amended by (i) replacing the figure "$100,000,000" with the figure
"$120,000,000", (ii) replacing the figure "(euro)50,000,000" the first time it
appears therein with the figure "(euro)40,000,000" and (iii) replacing the
figure "$300,000,000" with the figure "$350,000,000",

                  (b) Section 1.1 is amended by inserting the following
definitions in alphabetical order:

                  "Amendment No. 3 means Amendment No. 3 to the Credit Agreement
         dated as of September 23, 2003, among the Company, the Lenders party
         thereto and the Administrative Agent.

                  Amendment No. 3 Effective Date has the meaning specified in
         Amendment No. 3.



                                       2

                  Average Dollar Equivalent means, on any date, in relation to
         any Indebtedness outstanding on such date denominated in Euros, the
         amount of Dollars which could be purchased with the amount of such
         Indebtedness at the average of the foreign exchange spot rates of the
         Administrative Agent on the last day of each of the twelve calendar
         months preceding such date.

                  Bridge Facility means a senior subordinated unsecured bridge
         facility in form and substance reasonably acceptable to the
         Administrative Agent, entered into by the Company, the ROV Guarantors
         and certain financial institutions and institutional lenders named
         therein pursuant to which the Company will borrow up to $350 million
         solely to finance the Remington Acquisition and the Remington
         Financing.

                  First Tranche U.S. Term Loan B - see subsection 2.1(e).

                  First Tranche U.S. Term Loan B Commitment means, as to any
         Lender, the commitment of each such Lender to make a First Tranche U.S.
         Term Loan B pursuant to subsection 2.1(e). The amount of each Lender's
         First Tranche U.S. Term Loan B Commitment is set forth across from such
         Lender's name on Schedule 2.1.

                  German Pledge Agreement means any of the German Share Pledge
         Agreements, the Account Pledge Agreement, as well as any other
         Collateral Document governed by German law and providing for a pledge
         (Pfandrecht) in favor of the Administrative Agent for the benefit of
         itself, the Lenders and/or the Qualified Foreign Lenders as security
         for the liabilities of the Company, the Subsidiary Borrower or any
         Guarantor under any Loan Document.

                  IRP means Investors/RP, L.L.C., a Delaware limited liability
         company.

                  Permanent Securities means the issuance and sale of senior
         subordinated unsecured notes or any other securities by the Company,
         any of its Subsidiaries, or the Remington Companies on terms and
         conditions reasonably acceptable to the Administrative Agent solely for
         the purpose of either financing the Remington Acquisition and the
         Remington Financing or refinancing all or a portion of the loans under
         the Bridge Facility.

                  Razor means Vestar Razor Corp., a Delaware corporation.

                  Remington means Remington Products Company, L.L.C., a Delaware
         limited liability company.

                  Remington Acquisition means the acquisition of (i) all of the
         membership interests in Remington owned by RPI, (ii) all of the issued
         and outstanding capital stock of each of Shaver and Razor and (iii) all
         of the economic interests in Remington that are owned by IRP, pursuant
         to the Remington Acquisition Agreement.

                  Remington Acquisition Agreement means that certain Purchase
         Agreement dated as of August 21, 2003 between, among others, RPI,
         Vestar Equity Partners, L.P. and IRP, as sellers (the "Remington
         Sellers"), and the Company, as purchaser.



                                       3

                  Remington Acquisition Commitment Date means August 21, 2003.

                  Remington Acquisition Information means all information in
         connection with any aspect of the Remington Acquisition Transactions
         and all financial projections concerning the Company, its Subsidiaries,
         Remington or any of its Subsidiaries, that was made available to the
         Lead Arranger or any of the Lenders by the Company, its Subsidiaries,
         any of their representatives, or on their behalf, prior to the
         Remington Acquisition Commitment Date.

                  Remington Acquisition Transactions means the Remington
         Acquisition, the Remington Financing, the Bridge Facility, the
         Permanent Securities and Amendment No. 3.

                  Remington Companies means Shaver, Razor, Remington and their
         Subsidiaries.

                  Remington Company Pledge Agreement means a Pledge Agreement,
         substantially in the form of Exhibit G, between each Remington Company
         that is a Domestic Subsidiary and the Administrative Agent.

                  Remington Financing means the repayment by the Company or the
         Remington Companies of all Indebtedness of the Remington Companies
         (other than any Indebtedness permitted to be outstanding hereunder) and
         the termination of all commitments to make extensions of credit
         existing on or prior to the Amendment No. 3 Effective Date.

                  Remington Material Adverse Effect means (i) a material adverse
         effect on business, operations, assets, liabilities (actual or
         contingent), results of operations, condition (financial or otherwise)
         or prospects of the Remington Companies, taken as a whole, (ii) an
         adverse effect on the ability of any Remington Company that is a
         Guarantor to perform its obligations under the applicable loan
         documentation, (iii) an impairment of the rights and remedies of the
         Lenders under the Loan Documents as they relate to the Remington
         Companies or (iv) a purported adverse effect on Amendment No. 3 or any
         other aspect of the Remington Acquisition Transactions as they relate
         to the Remington Companies.

                  Remington U.K. Charge means a Deed of Charge and Memorandum of
         Deposit, substantially in the form of Exhibit H-1, between Remington
         and the Administrative Agent.

                  Rosata/Paula Acquisitions means the acquisition of one or more
         of the Subsidiary Borrower's leased facilities located in Ellwangen,
         Germany and Dischingen, Germany, currently owned by Paula
         Grundstucksverwaltungsgesellschaft mbH & Co. Vermietungs-KG, Mannheim
         and ROSATA Grundstucksvermietungsgesellschaft mbH & Co. Object
         Dischingen KG, Dusseldorf, respectively, or the equity interests of one
         or both such entities, for an aggregate purchase price not to exceed
         (euro)20,000,000.

                  RPI means RPI Corp., a Delaware corporation.



                                       4

                  Second Tranche U.S. Term Loan B - see subsection 2.1(e).

                  Second Tranche U.S. Term Loan B Commitment means, as to any
         Lender, the commitment of each such Lender to make a Second Tranche
         U.S. Term Loan B pursuant to subsection 2.1(e). The amount of each
         Lender's Second Tranche U.S. Term Loan B Commitment is set forth across
         from such Lender's name on Schedule 2.1."

                  Shaver means Vestar Shaver Corp., a Delaware corporation.

                  (c) The following definitions in Section 1.01 of the Credit
Agreement are amended in their entirety to read as follows:

                  "Restructuring Charges means restructuring charges of (i) not
         more than $42,500,000 identified to the Administrative Agent in writing
         prior to November 15, 2003 and taken by the Company prior to September
         30, 2003, of which not more than $24,000,000 shall be cash
         restructuring charges and not more than $21,000,000 shall be non-cash
         restructuring charges, and (ii) not more than $35,000,000 identified to
         the Administrative Agent in writing prior to November 15, 2005 and
         taken by the Company prior to September 30, 2005, of which not more
         than $25,000,000 shall be cash restructuring charges and not more than
         $10,000,000 shall be non-cash restructuring charges.

                  U.S. Term Loan B Commitment means, as to each Lender, such
         Lender's First Tranche U.S. Term Loan B Commitment and Second Tranche
         U.S. Term Loan B Commitment, as applicable."

                  (d) The definition of "Euro Revolving Commitment Amount" in
Section 1.01 of the Credit Agreement is amended by replacing the figure
"(euro)50,000,000" with the figure "(euro)40,000,000".

                  (e) The definition of "Excess Cash Flow" in Section 1.01 of
the Credit Agreement is amended by deleting the parenthetical in subsection
(b)(ii) thereof.

                  (f) The definition of "Funded Debt" in Section 1.01 of the
Credit Agreement is amended by inserting the following at the end thereof:

                  "minus the Dollar Equivalent of any Indebtedness denominated
in Euros plus the Average Dollar Equivalent of any Indebtedness denominated in
Euros."

                  (g) The definition of "German Entities" in Section 1.01 of the
Credit Agreement is amended by inserting the phrase "and Remington Products
GmbH" at the end thereof.

                  (h) The definition of "U.S. Revolving Commitment Amount" in
Section 1.01 of the Credit Agreement is amended by replacing the figure
"$100,000,000" with the figure "$120,000,000".

                  (i) Section 2.1(e) of the Credit Agreement is amended in its
entirety to read as follows:



                                       5

                  "(e)     The U.S. Term Loan B Facility. (i) Each Lender
         severally agrees, on the terms and conditions set forth herein, to make
         a single loan to the Company (each such loan, a "First Tranche U.S.
         Term Loan B") on the Effective Date in the amount of such Lender's
         First Tranche U.S. Term Loan B Commitment. Amounts borrowed as First
         Tranche U.S. Term Loans B which are repaid or prepaid by the Company
         may not be reborrowed. The First Tranche U.S. Term Loan B Commitments
         shall expire concurrently with the making of the First Tranche U.S.
         Term Loans B on the Effective Date.

                  (ii)     Each Lender severally agrees, on the terms and
         conditions set forth herein, to make a single loan to the Company (each
         such loan, a "Second Tranche U.S. Term Loan B, and together with the
         First Tranche U.S. Term Loans B, the "U.S. Term Loans B") on the
         Amendment No. 3 Effective Date in the amount of such Lender's Second
         Tranche U.S. Term Loan B Commitment. Amounts borrowed as Second Tranche
         U.S. Term Loans B which are repaid or prepaid by the Company may not be
         reborrowed. The Second Tranche U.S. Term Loan B Commitments shall
         expire concurrently with the making of the Second Tranche U.S. Term
         Loans B on the Amendment No. 3 Effective Date."

                  (j) Section 2.8(a) of the Credit Agreement is amended by:

                           (i)      Deleting the letter "(k)" in the third line
                  of subsection (iv) thereof and substituting for such letter
                  the letter "(l)", and

                           (ii)     Adding to the end thereof a new subsection
                  (vi) to read as follows:

                  "(vi)    Within 5 Business Days after the receipt of any Net
         Cash Proceeds from the sale of the former Rayovac production facility
         in Mexico City, in an amount required by the provisions of Section
         8.2(i) hereof.".

                  (k)      A new Section 5.1A of the Credit Agreement is
inserted in proper numerical order to read as follows:

                  "5.1A    Conditions to Extensions of Credit on Amendment No. 3
Effective Date. The obligation of each Lender to make any Second Tranche U.S.
Term Loan B to be made by it is subject to the satisfaction of the following
conditions precedent on the relevant Borrowing Date:

                           (a)      Resolutions and Incumbency.

                           (i)      Copies of resolutions of the board of
                  directors (or other governing body) of each Remington Company
                  that is a Guarantor authorizing the transactions contemplated
                  hereby, certified as of the Amendment No. 3 Effective Date by
                  the Secretary or an Assistant Secretary of such Person; and

                           (ii)     A certificate of the Secretary or an
                  Assistant Secretary or director of each Remington Company that
                  is a Guarantor certifying the names and true



                                       6

                  signatures of the officers of such Person authorized to
                  execute, deliver and perform the Loan Documents to be
                  delivered by it hereunder.

                           (b)      Organization Documents; Good Standing. Each
         of the following documents:

                           (i)      for each Remington Company that is a
                  Guarantor, the articles or certificate of incorporation and
                  the bylaws of such Person, as the case may be, as in effect on
                  the Amendment No. 3 Effective Date, certified by the Secretary
                  or Treasurer of such Person, as of the Amendment No. 3
                  Effective Date; and

                           (ii)     a good standing certificate, if applicable,
                  for each Remington Company that is a Guarantor, from the
                  Secretary of State (or similar applicable Governmental
                  Authority) of the jurisdiction of its organization.

                           (c)      Legal Opinions.

                           (i)      An opinion of Sutherland, Asbill & Brennan,
                  substantially in the form of Exhibit I-2.

                           (ii)     An opinion of special English counsel to the
                  Company as to the Remington U.K. Charge.

                           (d)      Payment of Fees. Evidence of payment by the
         Borrowers of all accrued and unpaid fees, costs and expenses to the
         extent then due and payable on the Amendment No. 3 Effective Date,
         together with Attorney Costs of the Administrative Agent and the
         Arrangers to the extent invoiced prior to or on the Amendment No. 3
         Effective Date, plus such additional amounts of Attorney Costs as shall
         constitute the Administrative Agent's reasonable estimate of Attorney
         Costs incurred or to be incurred by it through the closing proceedings
         (it being understood that such estimate shall not thereafter preclude
         final settling of accounts between the Company and the Administrative
         Agent), including any such costs, fees and expenses arising under or
         referenced in Section 2.11 or 11.4.

                           (e)      Certificate. A certificate signed by a
         Responsible Officer, dated as of the Amendment No. 3 Effective Date
         stating that no Event of Default or Unmatured Event of Default exists
         or will result from the making of the Second Tranche U.S. Term Loan B
         under Section 9.1(a) or Section 9.1(c) (in the case of Section 9.1(c),
         solely to the extent that such Event of Default or Unmatured Event of
         Default arises from (i) a violation of Section 8.2, 8.3, 8.4, 8.8 or
         8.14 or (ii) an action taken by the Borrowers or the Guarantors that
         violates Section 8.1 or 8.5).

                           (f)      Guaranties. An ROV Guaranty executed by each
         Remington Company that is a Domestic Subsidiary.

                           (g)      Real Property. (i) With respect to each
         parcel of real property owned by any Remington Company and listed on
         Schedule 5.1A(g), (A) a duly executed Mortgage (collectively, the
         "Remington Mortgages") providing for a fully perfected first



                                       7

         mortgage Lien, in favor of the Administrative Agent for the benefit of
         the Administrative Agent and the Lenders, in all right, title and
         interest of each Remington Company to the real property subject to such
         Mortgage, superior in right to any Lien (other than Permitted Liens),
         existing or future, which any Remington Company or any creditors
         thereof or purchasers therefrom, or any other Person, may have against
         such real property as well as evidence that all filing and recording
         taxes and fees have been paid, together with a certificate of insurance
         confirming that the insurance required to be maintained with respect to
         such real property by this Agreement, any Mortgage, or any other Loan
         Document is in full force and effect, (B) a fully-paid ALTA (or other
         form acceptable to the Administrative Agent) mortgagee policy of title
         insurance or a binder issued by a title insurance company satisfactory
         to the Administrative Agent insuring (or undertaking to insure, in the
         case of a binder) that the Mortgage creates and constitutes a valid
         first mortgage Lien against such real property in favor of the
         Administrative Agent, subject only to exceptions acceptable to the
         Administrative Agent, with such endorsements and affirmative insurance
         as the Administrative Agent may reasonably request, (C) copies of all
         documents of record concerning such parcel as shown on the policy or
         binder referred to above, (D) ALTA/ACSM form surveys for which all
         necessary fees (where applicable) have been paid, and dated as of a
         date acceptable to the Administrative Agent, certified to the
         Administrative Agent and the issuer of the Remington Mortgages in a
         manner satisfactory to the Administrative Agent by a land surveyor duly
         registered and licensed in the state in which the property described in
         such surveys is located and acceptable to the Administrative Agent,
         showing all buildings and other improvements, any off-site
         improvements, the location of any easements, parking spaces, rights of
         way, building set-back lines and other dimensional regulations and the
         absence of encroachments, either by such improvements or on to such
         property, and other defects, other than encroachments and other defects
         acceptable to the Administrative Agent, (E) such other consents,
         agreements and confirmations of third parties as the Administrative
         Agent may deem necessary or desirable and evidence that all other
         actions that the Administrative Agent may deem necessary or desirable
         in order to create valid first and subsisting Liens on the property
         described in the Remington Mortgages has been taken, (F) favorable
         opinions of local counsel for the Company in the state where the real
         property described in the Remington Mortgages is located, with respect
         to the enforceability and perfection of such Mortgages covering any
         such real property and any related fixture filings, in form and
         substance satisfactory to the Administrative Agent, and (G) the
         favorable opinion of Sutherland Asbill & Brennan LLP with respect to
         the valid existence, corporate power and authority of the Remington
         Company party to the Remington Mortgages in the granting of such
         Mortgages, in form and substance satisfactory to the Administrative
         Agent. (ii) If the requirements of clause (i) hereof have not been
         satisfied, evidence satisfactory to the Administrative Agent that the
         Company has used commercially reasonable efforts to satisfy such
         requirements.

                           (h)      Collateral Documents. Fully executed
         originals of each of the following: (i) a supplement to the Security
         Agreement, executed by each Remington Company that is a Domestic
         Subsidiary; (ii) the Remington Company Pledge Agreement; and (iii) the
         Remington U.K. Charge; together with, in each case, evidence that all
         necessary deliveries, registrations and filings have been (or
         substantially currently will be) made to perfect the Liens granted
         thereunder.



                                       8

                           (i)      Other Documents. Such other approvals,
         opinions, documents or materials, including, without limitation,
         updated schedules to the Credit Agreement, as the Administrative Agent
         or any Lender may reasonably request.

                           (j)      Remington Acquisition Information. All of
         the Remington Acquisition Information shall be complete and correct in
         all material respects, and no changes, occurrences or developments
         shall have occurred, and no information shall have been received or
         discovered by the Lead Arranger of the Lenders, regarding the Company,
         any of its Subsidiaries, Remington or any of its Subsidiaries or the
         Remington Acquisition Transactions after the Remington Acquisition
         Commitment Date that either individually or in the aggregate could
         reasonably be excepted to have a Remington Material Adverse Effect.

                           (k)      Concurrent Transactions. (i) The
         Administrative Agent shall have received satisfactory evidence of
         receipt by the Company of not more than $350 million cash proceeds from
         advances made under the Bridge Facility or the issuance by the Company
         of Permanent Securities, (ii) the Remington Acquisition shall have been
         consummated in accordance with the terms of the Remington Acquisition
         Agreement and in compliance with applicable law and regulatory
         approvals, (iii) the Remington Financing shall have been consummated
         simultaneously with the Remington Acquisition and (iv) the Remington
         Acquisition Agreement and other agreements, instruments and documents
         relating to the Remington Acquisition Transactions shall not have been
         altered, amended or otherwise changed or supplemented from the form
         previously delivered to the Administrative Agent in any material
         respect or in a manner adverse to the Lenders or any condition therein
         waived without the prior written consent of the Lenders.

                           (l)      No Remington Material Adverse Effect. There
         shall have been no change, occurrence or development in Remington since
         July 26, 2003 that could reasonably be expected to have a Remington
         Material Adverse Effect.

                           (m)      Ownership Interests. The Lenders shall have
         received reasonably satisfactory evidence that (i) at least 90% of the
         capital stock and other equity or economic interests ("OWNERSHIP
         INTERESTS") in Remington shall be owned by the Company or one or more
         of the Company's Subsidiaries, in each case free and clear of any lien,
         charge or encumbrance not permitted under this Agreement.

                           (n)      Consents and Approvals. All governmental,
         shareholder and third party consents and approvals required by the
         Remington Acquisition Agreement for the consummation of the Remington
         Acquisition and expiration of all waiting periods applicable to such
         consents (including, without limitation, the expiration or termination
         of the requisite waiting period under the Hart-Scott-Rodino Antitrust
         Improvements Act of 1975) without any action being taken by any
         authority that could restrain, prevent or impose any material adverse
         conditions on the Remington Acquisition or that seeks or threatens any
         of the foregoing, and no law or regulation shall be applicable that in
         the judgment of the Lead Arranger could have a Remington Material
         Adverse Effect shall have been received.



                                       9

                           (o)      Litigation; Restraining Orders. Except as
         specifically disclosed on Schedule I to Amendment No. 3, there shall
         not be any action, suit, investigation or proceeding pending or, to the
         knowledge of any of the Company or any of its Subsidiaries or any of
         the Remington Companies, threatened in any court or before any
         arbitrator or governmental authority that could reasonably be expected
         to have a Remington Material Adverse Effect.

                           (p)      Margin Regulations. All loans made by the
         Lenders to the Borrowers or any of their affiliates shall be in full
         compliance with the Federal Reserve's Margin Regulations.

                           (q)      Satisfactory Financial Statements. The Lead
         Arranger and the Lenders shall have received: (A) unaudited
         consolidated financial statements of the Company and its Subsidiaries
         and the Remington Companies for any interim quarterly periods that have
         ended since the most recent of the audited financial statements
         received by the Lead Arranger and the Lenders, and pro forma financial
         statements as to the Company and its Subsidiaries and the Remington
         Companies giving effect to the Remington Acquisition Transactions for
         the most recently completed fiscal year and the period commencing with
         the end of the most recently completed fiscal year and ending with the
         most recently completed quarter, which in each case, (1) shall not be
         materially inconsistent with the Remington Acquisition Information, and
         (2) shall meet the requirements of Regulation S-X under the Securities
         Act, and all other accounting rules and regulations of the SEC
         promulgated thereunder applicable to a registration statement under
         such Act on Form S-1; (B) forecasts prepared by management of the
         Company and its Subsidiaries and the Remington Companies, each in form
         reasonably satisfactory to the Lead Arranger and the Lenders, of
         balance sheets, income statements and cash flow statements for each
         year commencing with the first fiscal year following the Amendment No.
         3 Effective Date for the term of the Facilities; and (C) evidence
         satisfactory to the Lead Arranger that the pro forma financial
         statements delivered pursuant to clause (A) above and the forecasts
         delivered pursuant to clause (B) above were prepared in good faith on
         the basis of the assumptions stated therein, which assumptions are fair
         in light of the then existing conditions, and the chief financial
         officer of the Company shall have provided the Lenders a written
         certification to that effect."

                  (l)      Section 5.2 of the Credit Agreement is amended by
inserting the following parenthetical immediately after the word "Loan"
contained in the first sentence thereof: "(other than the Second Tranche U.S.
Term Loans B)".

                  (m)      Section 7.13 of the Credit Agreement is amended by:

                           (i)      Adding the following phrase to the end of
                  subsection (a)(i)(B) thereof: " provided, further, that,
                  except as may be required pursuant to clause (d) below, no
                  Person shall be required to pledge the capital stock of any
                  Foreign Subsidiary of Remington, other than Remington Consumer
                  Products Limited;" and



                                       10

                           (ii)     Inserting the following phrase at the end of
                  the parenthetical contained in the fourth and eighth lines of
                  subsection (a)(i)(C) thereof: "and, except as may be required
                  pursuant to clause (d) below, Remington Products GmbH" and

                           (iii)    Adding to the end thereof a new subsection
                  (d) to read as follows:

                  "(d) Notwithstanding the foregoing provisions of this Section
         7.13, if, at any time, Remington Consumer Products (Ireland) Limited,
         Remington Products, Inc., Remington Products GmbH, Remington Products
         Australia Pty Ltd. and Remington Products New Zealand Ltd.
         (collectively, the "Remington Immaterial Foreign Subsidiaries"), hold
         assets that have a fair market value of at least $40,000,000 in the
         aggregate, or the Dollar Equivalent thereof, or have net income in any
         fiscal year of at least $3,000,000 in the aggregate, or the Dollar
         Equivalent thereof, and (i) the stock of any Remington Immaterial
         Foreign Subsidiary has not previously been so pledged, the Company
         shall promptly (A) pledge or cause to be pledged, pursuant to
         documentation in form and substance satisfactory to the Administrative
         Agent, 66% of the stock of such Remington Immaterial Foreign Subsidiary
         to the Administrative Agent (so long as such Remington Immaterial
         Foreign Subsidiary is not owned by a Foreign Subsidiary), (B) in
         connection with such pledge, deliver or cause to be delivered to the
         Administrative Agent such certificates and opinions of counsel as may
         be requested by the Administrative Agent, and (C) deliver or cause to
         be delivered to the Administrative Agent the stock certificates (if
         any) to be pledged thereunder, together with undated stock powers duly
         executed in blank, and (ii) any Remington Immaterial Foreign Subsidiary
         has not previously delivered a KGaA Guaranty to the Administrative
         Agent, the Company shall cause such Remington Immaterial Foreign
         Subsidiary to execute and deliver a KGaA Guaranty, together with such
         certificates and opinions of counsel in connection with such KGaA
         Guaranty as may be requested by the Administrative Agent."

                  (n)      A new Section 7.18 of the Credit Agreement is
inserted in proper numerical order as follows:

                  "7.18 Amendment No. 3 Documents. Within 45 days after the
Amendment No. 3 Effective Date, the Company will deliver to the Administrative
Agent the documents required by Section 5.1A(g)(i), if not previously delivered
on the Amendment No. 3 Effective Date.".

                  (o)      Section 8.1(i) of the Credit Agreement is amended by:

                           (i)      Inserting after the words "ordinary course
                  of business," in the second line thereof the parenthetical
                  "(including, without limitation, any property acquired
                  pursuant to the Rosata/Paula Acquisitions)" and

                           (ii)     Replacing the figure "$8,000,000" contained
                  therein with the phrase "the sum of (x) $10,000,000 plus (y)
                  the aggregate principal amount of any Indebtedness incurred
                  for the purposes of consummating the Rosata/Paula
                  Acquisitions".

                  (p)      Section 8.2 of the Credit Agreement is amended by:



                                       11

                           (i)      Replacing the figure "$10,000,000" contained
                  in clause (c) thereof with the figure "$15,000,000",

                           (ii)     Deleting the word "and" at the end of clause
                  (g) thereof,

                           (iii)    Replacing the figure "$5,000,000" contained
                  in clause (h) thereof with the figure "$10,000,000" and
                  replacing the period at the end of such clause (h) with ";
                  and", and

                           (iv)     Adding to the end thereof a new subsection
                  (i) to read as follows:

                                    "(i)     the sale of the former Rayovac
                  production facility in Mexico City provided that (A) at the
                  time of such sale, no Event of Default or Unmatured Event of
                  Default shall exist or will result from such sale, (B) at
                  least 75% of the consideration received by the Company or such
                  Subsidiary from such sale is in cash or Cash or Cash
                  Equivalent Investments and (C) any Net Cash Proceeds in excess
                  of $12,500,000 received by or on behalf of the Company or any
                  Subsidiary in respect of such sale shall be applied by the
                  Company within 5 Business Days of receipt to prepay an
                  aggregate principal amount of the Term Loans equal to 100% of
                  the Net Cash Proceeds in excess of $12,500,000 so received.
                  Any such prepayment shall be applied to the Term Loans on a
                  pro rata basis (using the Dollar Equivalent of each Euro
                  installment to determine the pro rata application)."

                  (q)      Section 8.3 of the Credit Agreement is amended by
deleting the words "or (j)" contained therein and substituting the words ", (j)
or (m)" therefor.

                  (r)      Section 8.4 of the Credit Agreement is amended by:

                           (i)      Replacing subsection (i) thereof in its
                  entirety with the following: "(i) investments incurred in
                  order to consummate the VARTA Acquisition, including, without
                  limitation, the Transformation and the VARTA Exchange;"

                           (ii)     Deleting the word "and" at the end of clause
                  (k) thereof,

                           (iii)    Replacing the period at the end of clause
                  (l) thereof with a semicolon, and

                           (iv)     Adding to the end thereof new subsections
                  (m) and (n) to read as follows:

                                    "(m) the Remington Acquisition; and

                                    (n) the Rosata/Paula Acquisitions."

                  (s)      Section 8.5 of the Credit Agreement is amended by:



                                       12

                           (i)      Inserting (A) after the words "aggregate
                  amount" in the second line of clause (d) thereof the
                  parenthetical "(other than Indebtedness permitted by
                  subsection (f) below)" and (B) after the words "subsection
                  (e)" in the fourth line of clause (d) thereof the words "or
                  (f)",

                           (ii)     Replacing the figure "$5,000,000" contained
                  in clause (d) thereof with the figure "$10,000,000",

                           (iii)    Replacing clause (e) thereof in its entirety
                  with the following: "(e) Indebtedness of Subsidiaries to the
                  Company or Wholly-Owned Subsidiaries, provided that (i) any
                  such Indebtedness incurred by the Company or any Domestic
                  Subsidiary on or following the Amendment No. 3 Effective Date
                  must be unsecured and expressly subordinated to the prior
                  payment in full in cash of all obligations hereunder and under
                  the Loan Documents and (ii) any such Indebtedness owed to the
                  Company or any Domestic Subsidiary, unless incurred by the
                  Company or any Domestic Subsidiary, and incurred on or
                  following the Amendment No. 3 Effective Date must be evidenced
                  by an unsubordinated promissory note that has been pledged and
                  assigned as required by the Security Agreement;",

                           (iv)     Deleting the word "and" at the end of clause
                  (j) thereof,

                           (v)      Replacing the period at the end of clause
                  (k) thereof with "; and",

                           (vi)     Adding immediately before the last sentence
                  thereof a new subsection (l) to read as follows:

                                    "(l)     the Bridge Facility in an amount up
                  to $350 million to finance the Remington Acquisition and the
                  Permanent Securities.", and

                           (vii)    Deleting the last sentence thereof.

                  (t)      Section 8.8 of the Credit Agreement is amended by:

                           (i)      Deleting the word "and" at the end of clause
                  (e) thereof,

                           (ii)     Replacing the period at the end of clause
                  (f) thereof with "; and", and

                           (iii)    Adding to the end thereof a new subsection
                  (g) to read as follows:

                                    "(g)     Guaranty Obligations arising under
                    the Bridge Facility and the Permanent Securities."

                  (u)      Section 8.11 of the Credit Agreement is amended by
deleting the table contained therein in its entirety and substituting the
following table therefor:



                                       13



  Period Ending                         Ratio
  -------------                         -----
                                   
12/31/02 - 6/30/05                    2.25 : 1.0
 9/30/05 - 6/30/06                    3.00 : 1.0
    Thereafter                        3.50 : 1.0


                  (v)      Section 8.12 of the Credit Agreement is amended by
deleting the table contained therein in its entirety and substituting the
following table therefor:



   Period Ending                         Ratio
   -------------                         -----
                                    
12/31/02 - 12/31/03                    5.25 : 1.0
 3/31/04 - 6/30/04                     5.00 : 1.0
 9/30/04 - 6/30/05                     4.75 : 1.0
 9/30/05 - 6/30/06                     4.50 : 1.0
 9/30/06 - 6/30/07                     3.75 : 1.0
     Thereafter                        3.50 : 1.0


                  (w)      Section 8.13 of the Credit Agreement is amended by
deleting the table contained therein in its entirety and substituting the
following table therefor:



  Period Ending                         Ratio
  -------------                         -----
                                   
12/31/02 - 9/30/05                    1.25 : 1.0
    Thereafter                        1.40 : 1.0


                  (x)      Section 8.14 of the Credit Agreement is amended by:

                           (i)      Deleting the word "and" at the end of clause
                  (d) thereof,

                           (ii)     Replacing the period at the end of clause
                  (e) thereof with a semicolon, and

                           (iii)    Adding to the end thereof new subsections
                  (f), (g) and (h) to read as follows:



                                       14

                           "(f)     the Company and any Subsidiary may make any
                  distributions required to consummate the VARTA Acquisition,
                  including the Transformation and the VARTA Exchange;

                           (g)      consideration in an amount up to $10,000,000
                  paid in connection with an Acquisition permitted under Section
                  8.4(j), in the form of Distributions by the Subsidiary
                  acquired pursuant to such Acquisition to the minority owner(s)
                  of such Subsidiary, provided that the aggregate amount of any
                  such Distributions in connection with such Acquisition will
                  count against the monetary baskets set forth in Section
                  8.4(j), to the extent the Company is relying on Section 8.4(j)
                  in consummating such Acquisition; and

                           (h)      the Company may prepay the Bridge Facility
                  with the proceeds of the Permanent Securities."

                  (y)      Section 8.17 of the Credit Agreement is amended by
inserting before the period at the end thereof the phrase "not to include any
Indebtedness incurred in connection with the Rosata/Paula Acquisitions".

                  (z)      Section 11.23 of the Credit Agreement is amended in
its entirety to read as follows:

                  "11.23 Parallel Debt. Without prejudice to the provisions of
         any other Loan Document and for the purpose of ensuring and preserving
         the validity and continuity of the security rights granted and to be
         granted by each Pledgor (as defined in the Netherlands Share Pledge
         Agreements and/or in the German Pledge Agreements) under or pursuant to
         the Netherlands Share Pledge Agreements and/or the German Pledge
         Agreements, each Lender, on behalf of itself and its Affiliates, and
         the other parties hereto acknowledge and consent to each Pledgor's
         undertaking to pay to Bank of America, in its own capacity, amounts (i)
         equal to the amounts due from time to time by such Pledgor to the
         Lenders and their Affiliates in respect of all moneys owed by such
         Pledgor to the Lenders and their Affiliates under the Guaranties and
         (ii) due and payable at the same time as the corresponding amounts of
         such moneys under the Guaranties are or shall be due and payable (such
         payment undertaking and the obligations and liabilities resulting
         therefrom, the "Parallel Debt"). Each Lender, on behalf of itself and
         its Affiliates, and the other parties hereto agree that the Parallel
         Debt is a claim of Bank of America which is independent and separate
         from, and without prejudice to, the claims of the Lenders and their
         Affiliates, if applicable, in respect of the moneys owed by each
         Pledgor under the Guaranties, and is not a claim which is held jointly
         with the Lenders and their Affiliates provided that to the extent any
         amounts are paid to Bank of America under the Parallel Debt or that
         Bank of America otherwise receives moneys in payment of the Parallel
         Debt, the total amount due and payable in respect of the moneys owed by
         each Pledgor under the Guaranties shall be decreased as if said amounts
         were received directly in payment of the outstanding moneys under the
         Guaranties. Bank of America, acting in its own capacity, hereby agrees
         to transfer to such account as may be specified by the Administrative
         Agent, for the benefit of the Lenders and their Affiliates all proceeds
         that it receives in connection with any enforcement action taken under
         or



                                       15

         pursuant to the Netherlands Share Pledge Agreements and/or the
         German Pledge Agreements."

                  (aa)     Schedule 2.1 to the Credit Agreement is, effective
only for dates of determination subsequent to the Amendment No. 3 Effective
Date, amended in its entirety and replaced with Schedule 2.1 attached hereto.

                  (bb)     Schedule 2.9(e) to the Credit Agreement is amended in
its entirety and replaced with Schedule 2.9(e) attached hereto.

                  (cc)     A new Schedule 5.1A(g), in the form attached hereto,
is inserted into the Credit Agreement in proper numerical order.

                  (dd)     Section II of Exhibit C to the Credit Agreement is
amended as follows:

                  (i)      Deleting the word "Acquisition" from clause A(10)
thereof;

                  (ii)     Deleting clauses A(11), A(12) and A(13) thereof;

                  (iii)    Replacing the phrase "through (12), minus Item (13)"
contained in clause A(14) thereof with the phrase "and (10)";

                  (iv)     Replacing the figures "14" and "15" contained in
clause A(15) thereof with the figures (11) and (12), respectively;

                  (v)      Renumbering clauses A(14), A(15), A(16) and A(17)
thereof as clauses A(11), A(12), A(13) and A(14), respectively; and

                  (vi)     Replacing the phrase "Item A(14)" in each place it
appears therein with the phrase "Item A(11)".

                  (ee)     A new Exhibit I-2, in the form attached hereto, is
inserted into the Credit Agreement in proper numerical order.

                  (ff)     A new Exhibit J-2, in the form attached hereto, is
inserted into the Credit Agreement in proper numerical order.

                  SECTION 2. Consent. Notwithstanding anything to the contrary
set forth in this Agreement or the other Loan Documents, the Company and its
Subsidiaries may enter into corporate restructuring transactions intended to
improve the administrative, operational and/or tax efficiency of the corporate
structure of the Company and its Subsidiaries (including, without limitation,
asset and stock transfers, mergers, liquidations, dissolutions, capital
contributions, and other business combinations), so long as (a) immediately
before and after giving effect to any such corporate restructuring transaction,
no Event of Default has occurred and is continuing, (b) there is no party to the
transactions other than the Company and its Subsidiaries, (c) the Company and
its Subsidiaries promptly deliver any and all documents requested by the
Administrative Agent under Section 7.13 of the Credit Agreement in connection
with such transactions and (d) the Administrative Agent consents in writing
thereto.



                                       16

                  SECTION 3. Conditions of Effectiveness. This Amendment shall
become effective when, and only when, and as of the date (the "Amendment No. 3
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 66-2/3% or more or, as to any of the Lenders, advice
satisfactory to the Administrative Agent that such Lender has executed this
Amendment and (y) the Administrative Agent shall have additionally received all
fees due and payable in connection with this Amendment No. 3, 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 copies for each Lender, in
form and substance satisfactory to the Agent (unless otherwise specified):

                           (a)      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.

                           (b)      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.

                           (c)      Counterparts of the Consent appended hereto
         (the "Consent"), executed by each Guarantor (other than the Company).

                           (d)      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, as to the matters referred to in
         Section 4 and each additional matter as may arise and be requested by
         the Administrative Agent.



                                       17

                  SECTION 4. 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 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.



                                       18

                  SECTION 5. 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 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 6. 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 7. 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 8. Governing Law. This Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York.



                  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 and Chief
                                   Financial Officer

                                   VARTA GERATEBATTERIE GMBH

                                   By      /s/ Remy Burel
                                         ---------------------------------------
                                         Title: CEO

                                   By      /s/ Andreas Rouve
                                         ---------------------------------------
                                         Title: CFO

                                   BANK OF AMERICA, N.A.
                                   as Administrative Agent and as Lender

                                   By      /s/ W. Thomas Bennett
                                         ---------------------------------------
                                         Title: Managing Director



                                   Agreed as of the date first above written

                                   _____________________________________________
                                   [Please type or print name of Lender Party

                                   By __________________________________________
                                      Title: