Rayovac 2008 Annual Report Download - page 220

EXHIBIT C
BOARD RESOLUTION
WHEREAS, pursuant to an indenture dated as of March 30, 2007 (the “Variable Rate Senior Subordinated Notes Due 2013 Indenture”), by and among
Spectrum Brands, Inc., a corporation duly organized and existing under the laws of the State of Wisconsin (the “Company”), and Wells Fargo Bank,
National Association, a national banking association duly organized and existing under the laws of the United States (the “Resigning Trustee”) and the
guarantors party thereto, the Company issued the aggregate principal amount of $347,012,200 of its Variable Rate Toggle Senior Subordinated Notes due
2013 (the “2013 Notes”);
WHEREAS, the Company appointed the Resigning Trustee as the Paying Agent, Registrar and Custodian under the Indenture;
WHEREAS, there is presently issued and outstanding $347,012,200 in aggregate principal amount of the 2013 Notes.
WHEREAS, Section 7.08 of the Indenture provides that the Trustee may at any time resign by giving written notice of such resignation to the
Company and that the Company shall promptly appoint a successor Trustee;
WHEREAS, the Resigning Trustee desires to resign as Trustee, Paying Agent, Registrar and Custodian and the Company desires to appoint U.S. Bank
National Association, a national banking association duly organized and existing under the laws of the United States (the “Successor Trustee”) as Trustee,
Paying Agent, Registrar and Custodian to succeed the Resigning Trustee under the Indenture;
WHEREAS, the Successor Trustee is willing to accept the appointment as Trustee, Paying Agent, Registrar and Custodian under the Indenture; and
WHEREAS, the board of directors of the Company (the “Board”) has reviewed the Instrument of Resignation, Appointment and Acceptance (the
“Instrument”) to be entered into by the Company, the Successor Trustee and the Resigning Trustee in order to effectuate the resignation of the Resigning Trustee
and the appointment of the Successor Trustee and has determined to approve the Instrument and the Company’s performance thereof;
NOW, THEREFORE, BE IT RESOLVED that the Board has authorized the execution, delivery, and performance of the Instrument;
RESOLVED FURTHER, that the President and the Chief Financial Officer of the Company, and each of them acting alone, or such other
individuals as the Board may direct (collectively the “Authorized Officers”), are authorized and directed in the name of and on behalf of the Company to execute
and deliver the Instrument including any modifications or amendments thereof; and
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Source: Spectrum Brands, Inc, 10-K, December 10, 2008