Rayovac 2008 Annual Report Download - page 213

NOW, THEREFORE, in consideration of the covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. Acceptance of Resignation of Resigning Trustee; Appointment of Successor Trustee. Pursuant to Section 7.08 of the Indenture, the Resigning
Trustee hereby resigns as Trustee under the Indenture. The Resigning Trustee also hereby resigns as Paying Agent, Registrar and Custodian under the Indenture.
The Company accepts the resignation of the Resigning Trustee as Trustee, Paying Agent, Registrar and Custodian and, pursuant to Sections 2.03 and 7.08 of the
Indenture, hereby appoints the Successor Trustee as Trustee, Paying Agent, Registrar and Custodian under the Indenture.
2. Company Representations and Warranties. The Company represents and warrants to the Successor Trustee:
a. the Company is duly organized and validly existing;
b. the Company has no knowledge of the existence of any Event of Default which may have occurred at any time prior to the date of this Instrument,
or any event which, after notice or lapse of time or both, would become an Event of Default;
c. the Indenture is in full force and effect;
d. the Company has not received written notice of any action, suit or proceeding pending or threatened against the Company before any court or any
government authority arising out of any action or omission by the Company under the Indenture; and
e. this Instrument has been duly authorized, executed and delivered on behalf of the Company and constitutes its legal, valid and binding obligation.
3. Resigning Trustee Representations and Warranties.
a. The Resigning Trustee hereby represents and warrants to the Company and the Successor Trustee that:
i. the Resigning Trustee is duly organized and validly existing;
ii. this Instrument has been duly authorized, executed and delivered on behalf of the Resigning Trustee and constitutes its legal, valid and
binding obligation; and
iii. there are no outstanding amounts owed by the Company to the Resigning Trustee under the Indenture, including, without limitation, by
way of compensation, reimbursement or indemnification pursuant to Section 7.07 of the Indenture.
b. The Resigning Trustee hereby represents and warrants to the Successor Trustee that:
i. No covenant or condition contained in the Indenture has been waived by the Resigning Trustee or, to the best of the knowledge of the
Responsible Officer of the Resigning Trustee, by the Holders of the percentage in aggregate principal amount of the Notes required by the
Indenture to effect any such waiver;
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008