Rayovac 2010 Annual Report Download - page 145

SPECTRUM BRANDS HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(In thousands, except per share amounts)
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.
The Term Loan was issued at a 2.00% discount and was recorded net of the $15,000 amount incurred. The
discount will be amortized as an adjustment to the carrying value of principal with a corresponding charge to
interest expense over the remaining life of the Senior Credit Agreement. During Fiscal 2010, the Company
recorded $25,968 of fees in connection with the Senior Credit Agreement. The fees are classified as Debt
issuance costs within the accompanying Consolidated Statement of Financial Position as of September 30, 2010
and will be amortized as an adjustment to interest expense over the remaining life of the Senior Credit
Agreement.
At September 30, 2010, the aggregate amount outstanding under the Term Loan totaled $750,000.
At September 30, 2009, the aggregate amount outstanding under the Prior Term 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.
9.5% Notes
At September 30, 2010, the Company had outstanding principal of $750,000 under the 9.5% Notes maturing
June 15, 2018.
The Company may redeem all or a part of the 9.5% Notes, upon not less than 30 or more than 60 days
notice at specified redemption prices. Further, the indenture governing the 9.5% Notes (the “2018 Indenture”)
requires the Company to make an offer, in cash, to repurchase all or a portion of the applicable outstanding notes
for a specified redemption price, including a redemption premium, upon the occurrence of a change of control of
the Company, as defined in such indenture.
The 2018 Indenture contains customary covenants that limit, among other things, the incurrence of
additional indebtedness, payment of dividends on or redemption or repurchase of equity interests, the making of
certain investments, expansion into unrelated businesses, creation of liens on assets, merger or consolidation with
another company, transfer or sale of all or substantially all assets, and transactions with affiliates.
In addition, the 2018 Indenture provides for customary events of default, including failure to make required
payments, failure to comply with certain agreements or covenants, failure to make payments on or acceleration of
certain other indebtedness, and certain events of bankruptcy and insolvency. Events of default under the 2018
Indenture arising from certain events of bankruptcy or insolvency will automatically cause the acceleration of the
amounts due under the 9.5% Notes. If any other event of default under the 2018 Indenture occurs and is
continuing, the trustee for the 2018 Indenture or the registered holders of at least 25% in the then aggregate
outstanding principal amount of the 9.5% Notes may declare the acceleration of the amounts due under those
notes.
The 9.5% Notes were issued at a 1.37% discount and were recorded net of the $10,245 amount incurred.
The discount will be amortized as an adjustment to the carrying value of principal with a corresponding charge to
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