Rayovac 2009 Annual Report Download - page 182

Table of Contents
Index to Financial Statements SPECTRUM BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands, except per share amounts)
make a $25,813 interest payment due February 2, 2009 on the Company’s 7 3/8 Notes. While the Company’s pre−petition asset−based revolving credit
facility agreement also provided for an event of default in the event of a bankruptcy filing, the credit agreement and related guarantee and collateral
agreement were amended in connection with the Bankruptcy Cases to provide new debtor−in−possession financing for the Debtors.
Pursuant to and in accordance with the Plan, the allowed claims in the Bankruptcy Cases with respect to the senior secured term credit facility were
reinstated and, as further described under “Senior Term Credit Facility” below, the Company entered into two amendments to the senior secured term credit
facility agreement.
Also pursuant to and in accordance with the Plan, the Company refinanced its Senior Subordinated Notes. On the Effective Date, pursuant to the Plan,
the Successor Company and its United States subsidiaries, as guarantors, entered into an indenture (the “2019 Indenture”) with U.S. Bank National
Association, as trustee (the “Trustee”), and the Successor Company issued the 12% Notes in the aggregate principal amount of $218,076 under the 2019
Indenture for the benefit of holders of allowed claims with respect to the Company’s Senior Subordinated Notes. For more information on the 12% Notes
and the 2019 Indenture, see the description under “12% Notes” below. The Successor Company also issued an aggregate of 27,030 shares of its common
stock, to holders of such Senior Subordinated Notes.
Finally, pursuant to and in accordance with the Plan, the Company’s debtor−in−possession credit facility for the Bankruptcy Cases was refinanced
through a $242,000 asset−based revolving loan facility pursuant to a credit agreement among the Debtors, General Electric Capital Corporation, as the
administrative agent, co−collateral agent, swingline lender and supplemental loan lender, Bank of America, N.A., as co−collateral agent and L/C Issuer,
RBS Asset Finance, Inc., through its division RBS Business Capital, as syndication agent and the lenders party thereto. For more information on the terms
of the facility, see the description under “ABL Revolving Credit Facility” below. In addition, pursuant to and in accordance with the Plan, the Successor
Company, in accordance with an agreement executed by the Predecessor Company on March 5, 2009, issued an aggregate of 2,970 shares of its common
stock to participants in the Company’s supplemental debtor−in−possession credit facility in respect of the equity fee earned under the facility.
Senior Term Credit Facility
During the second quarter of Fiscal 2007, the Predecessor Company refinanced its then outstanding senior credit facility with a new senior secured credit
facility pursuant to a new senior credit agreement (the “Senior Credit Agreement”) consisting of a $1,000,000 U.S. Dollar Term B Loan facility (the “U.S.
Dollar Term B Loan”), a $200,000 U.S. Dollar Term B II Loan facility (the “U.S. Dollar Term B II Loan”), a €262,000 Term Loan facility (the “Euro
Facility”), and a $50,000 synthetic letter of credit facility (the “L/C Facility” and together with the U.S Dollar Term B Loan, the U.S. Dollar Term B II Loan
and the Euro Facility, collectively, the “Senior Term Facility”). The proceeds of borrowings under the Senior Credit Agreement were used to repay all
outstanding obligations under the Predecessor Company’s Fourth Amended and Restated Credit Agreement, dated as of February 7, 2005, to pay fees and
expenses in connection with the refinancing and the exchange offer completed on March 30, 2007 relating to certain of the Predecessor Company’s senior
subordinated notes and for general corporate purposes. Subject to certain mandatory prepayment events, the term loan facilities under the Senior Credit
Agreement are subject to repayment according to a scheduled amortization, with the final payment of all amounts outstanding, plus accrued and unpaid
interest, due at maturity. Letters of credit issued pursuant to the L/C Facility are required to expire, at the latest, upon the day that is five business days prior
to maturity of the Senior Credit Agreement. In connection with the the Company’s emergence from voluntary reorganization under Chapter 11 of the
Bankruptcy Code and pursuant to the Plan, the Successor Company entered into certain amendments to the Senior Credit Agreement the “Term Credit
Amendments.” Among other things, the Term
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