Rayovac 2009 Annual Report Download - page 74

Table of Contents
Index to Financial Statements
Facility”). The proceeds of borrowings under the Senior Credit Agreement were used to repay all outstanding obligations under our 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 our 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 our emergence from voluntary
reorganization under Chapter 11 of the Bankruptcy Code and pursuant to the Plan, we entered into certain amendments to the Senior Credit Agreement the
“Term Credit Amendments”. Among other things, the Term Credit Amendments provide for a minimum Eurodollar interest rate floor of 1.5%, interest
spreads over market rates of 6.5% for the U.S. Dollar Term B Loan and 7.0% 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 our terms, become more restrictive over time. In addition, the Senior Credit Agreement contains customary restrictive
covenants, including, but not limited to, restrictions on our 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, we and our
domestic subsidiaries have guaranteed our respective obligations under the Senior Credit Agreement and related loan documents and have pledged
substantially all of our 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, we 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, we 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. We 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 our emergence
from our voluntary reorganization under Chapter 11 of the Bankruptcy Code and the Term Credit Amendments, we agreed to incur non−cash default
interest at 1.5% for the pendency of the Bankruptcy Cases. As a result, $8 million of principal was added to the U.S. Dollar Term B Loan and €2 million ($3
million) 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, we made scheduled, and in connection with asset sales, mandatory, prepayments of term
loan indebtedness totaling $3 million under the Senior Credit Agreement.
At September 30, 2009, the aggregate amount outstanding under our senior secured term credit facility totaled a U.S. Dollar equivalent of $1,391
million, consisting of principal amounts of $973 million under the U.S. Dollar Term B Loan, €255 million under the Euro Facility (USD $372 million at
September 30, 2009) as well as letters of credit outstanding under the L/C Facility totaling $46 million.
As of September 30, 2009, we were in compliance with all covenants under the Senior Credit Agreement.
ABL Revolving Credit Facility
On August 28, 2009, in connection with our emergence from our voluntary reorganization under Chapter 11 of the Bankruptcy Code, we entered into
a $242 million 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
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