Rayovac 2009 Annual Report Download - page 183

Table of Contents
Index to Financial Statements SPECTRUM BRANDS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands, except per share amounts)
Credit Amendments provide for a minimum Eurodollar interest rate floor of 1.50%, interest spreads over market rates of 6.5% for the U.S. Dollar Term B
Loan and 7.00% for the Euro Facility, increases to the maximum Senior Secured Leverage Ratio and a shortened maturity date of June 30, 2012.
The Senior Credit Agreement contains financial covenants with respect to debt, including, but not limited to, a maximum senior secured leverage
ratio, which covenants, pursuant to their terms, become more restrictive over time. In addition, the Senior Credit Agreement contains customary restrictive
covenants, including, but not limited to, restrictions on the Company’s ability to incur additional indebtedness, create liens, make investments or specified
payments, give guarantees, pay dividends, make capital expenditures and merge or acquire or sell assets. Pursuant to a guarantee and collateral agreement,
the Company and its domestic subsidiaries have guaranteed their respective obligations under the Senior Credit Agreement and related loan documents and
have pledged substantially all of their respective assets to secure such obligations. The Senior Credit Agreement also provides for customary events of
default, including payment defaults and cross−defaults on other material indebtedness.
During the eleven month period ended August 30, 2009, the Company made scheduled, and in connection with asset sales, mandatory, prepayments
of term loan indebtedness totaling $12,666 under the Senior Credit Agreement. During the eleven month period ended August 30, 2009 and pursuant to an
order from the Bankruptcy Court entered on April 22, 2009, the Company made certain adequate protection payments with respect to the Senior Term
Credit Facility. These payments included fees, costs and expenses incurred by the agent under the Senior Term Credit Facility and the agent’s professionals.
The Company also made certain cash payments of interest at the non−default rate as and when due pursuant to the terms of the Senior Credit Agreement. In
connection with the Company’s emergence from voluntary reorganization under Chapter 11 of the Bankruptcy Code and the Term Credit Amendments, the
Company agreed to incur non−cash default interest at 1.50% for the pendency of the Bankruptcy Cases. As a result, $8,360 of principal was added to the
U.S. Dollar Term B Loan and €2,190 ($3,155) of principal was added to the Euro Facility at August 28, 2009 related to such default interest.
During the one month period ended September 30, 2009, the Company made scheduled, and in connection with asset sales, mandatory, prepayments
of term loan indebtedness totaling $3,410 under the Senior Credit Agreement.
At September 30, 2009, the aggregate amount outstanding under the Successor Company’s senior secured term credit facility totaled a U.S. Dollar
equivalent of $1,391,459, consisting of principal amounts of $973,125 under the U.S. Dollar Term B Loan, €254,970 under the Euro Facility (USD
$371,874 at September 30, 2009) as well as letters of credit outstanding under the L/C Facility totaling $46,460.
As of September 30, 2009, the Successor Company was in compliance with all covenants under the Senior Credit Agreement.
ABL Revolving Credit Facility
On August 28, 2009, in connection with the Company’s emergence from voluntary reorganization under Chapter 11 of the Bankruptcy Code, the Successor
Company entered into a $242,000 U.S. Dollar asset based revolving loan facility (the “ABL Revolving Credit Facility” and together with the Senior Term
Credit Facility, the “Senior Credit Facilities”) pursuant to a credit agreement (the “ABL Credit Agreement”) with General Electric Capital Corporation as
administrative and co−collateral agent (the “Agent”) with a participating interest from the Significant Noteholders and certain of their affiliates. The ABL
Revolving Credit Facility replaced the
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