Remington Products Co Llc – PLACEMENT OF SENIOR SUBORDINATED NOTES AND TENDER OFFER (September 22nd, 2003)EXHIBIT 99.1 PRESS RELEASE RAYOVAC CORPORATION ANNOUNCES $300 MILLION PRIVATE PLACEMENT OF SENIOR SUBORDINATED NOTES AND TENDER OFFER FOR 11% NOTES ISSUED BY REMINGTON MADISON, Wis., (September 11, 2003) - Rayovac Corporation (NYSE: ROV) announced today that it intends to offer through a private placement up to $300 million aggregate principal amount of new Senior Subordinated Notes due 2013. The expected net proceeds of the private placement will be used to finance Rayovac's acquisition of Remington Products Company, retire Remington's existing indebtedness and pay related fees and expenses. Rayovac previously announced that it has entered into an agreement to purchase Remington for approximately $322 million, including its assumption of debt. The offering will be conditioned upon the closing of the Remington acquisition, as well as subject to market and other conditions. Rayovac's obligations under the
Remington Products Co Llc – EXECUTIVE SEVERANCE AGREEMENT (August 12th, 2003)EXECUTIVE SEVERANCE AGREEMENT This EXECUTIVE SEVERANCE AGREEMENT (this "Agreement") is made as of November 25, 1996, by and between the entity named on the signature page hereto (the "Company"), Alexander R. Castaldi (the "Executive"). In order to induce Executive to accept employment with the Company and in consideration of the covenants and agreements contained herein, the parties hereto agree as follows: 1. Definitions. "Agreement" shall have the meaning set forth in the preface. "Cause" shall mean a termination of the employment of Executive by the Company or any subsidiary thereof due to (i) the commission by Executive of an act of fraud or embezzlement (including the unauthorized disclosure of confidential or proprietary information of the Company or any of its subsidiaries which results in material financial loss to the Company or any of its subsidiaries), (ii)
Remington Products Co Llc – NEWS RELEASE (August 1st, 2003)NEWS RELEASE Contact: Alexander Castaldi Executive Vice President, Chief Financial and Administrative Officer Remington Products Company, L.L.C. (203) 332-9731 REMINGTON PRODUCTS COMPANY ANNOUNCES HIGHER SECOND QUARTER RESULTS BRIDGEPORT, CT, August 1, 2003 -- Remington Products Company, L.L.C. announced today that net sales for the second quarter of 2003 were $71.3 million, an increase of $1.3 million from last year's second quarter. Operating income was $8.7 million, compared to $4.9 million in last year's quarter. The higher net sales in the second quarter of 2003 reflect increased sales in the Company's International segment primarily as a result of favorable foreign exchange and strong sales of shaver & grooming products in North America. These gains were partially offset by a decline in sales of haircare and wellness
Remington Products Co Llc – NEWS RELEASE (May 1st, 2003)NEWS RELEASE Contact: Alexander Castaldi Executive Vice President, Chief Financial and Administrative Officer Remington Products Company, L.L.C. (203) 332-9731 REMINGTON PRODUCTS COMPANY ANNOUNCES FIRST QUARTER RESULTS BRIDGEPORT, CT, May 1, 2003 -- Remington Products Company, L.L.C. announced today that net sales for the first quarter of 2003 were $47.7 million, down $6.1 million from last year's first quarter. Operating income was $1.3 million, compared to $1.7 million in last year's quarter. The decrease in sales was due primarily to lower sales in the Company's North American segment, where sales decreased by $6.1 million to $24.5 million. The decline was due in part to lower wellness sales as a result of the Company's decision to de-emphasize this product line. Additionally, shaver and grooming sales were down as a resu
Remington Products Co Llc – NEWS RELEASE (March 11th, 2003)NEWS RELEASE Contact: Alexander Castaldi Executive Vice President, Chief Financial and Administrative Officer Remington Products Company, L.L.C. (203) 332-9731 REMINGTON PRODUCTS COMPANY ANNOUNCES RECORD RESULTS FOR FISCAL 2002 BRIDGEPORT, CT, March 11, 2003 -- Remington Products Company, L.L.C. announced today that net sales for the year ended December 31, 2002 increased 3% to $365.1 million compared to $356.0 million in 2001. Operating income for the year 2002 was $40.2 million compared to $1.9 million in the prior year while borrowings, net of cash, were reduced by $54.7 million. The increase in sales during 2002 was due primarily to growth in the Company's North American segment where, despite a weak retail environment, sales increased 6% or $12.2 million. This increase was driven
Remington Products Co Llc – AMENDMENT NO. 3 TO CREDIT AND GUARANTEE AGREEMENT (August 13th, 2002)EXHIBIT 10.1 AMENDMENT NO. 3 TO CREDIT AND GUARANTEE AGREEMENT AMENDMENT NO. 3 TO CREDIT AND GUARANTEE AGREEMENT ("this Amendment"), dated as of July 1, 2002, among REMINGTON PRODUCTS COMPANY, L.L.C., a Delaware limited liability company (the "Company") REMINGTON CONSUMER PRODUCTS LIMITED, a company incorporated under the laws of England (the "UK Borrower"), REMINGTON PRODUCTS GMBH, a company organized and existing under the laws of Germany (the "German Borrower"), REMINGTON CONSUMER PRODUCTS (IRELAND) LIMITED, a company incorporated under the laws of Ireland (the "Irish Borrower") and REMINGTON PRODUCTS (CANADA) INC., a company incorporated under the laws of Canada (the "Canadian Borrower"; together with the Company, the UK Borrower, the German Borrower and the Irish Borrower, the "Borrowers"), the lending institutions party hereto and Fleet Capital Corporation, as administrative age
Remington Products Co Llc – WAIVER AND AMENDMENT NO. 2 TO CREDIT AND GUARANTEE AGREEMENT (April 1st, 2002)Exhibit 10.3 WAIVER AND AMENDMENT NO. 2 TO CREDIT AND GUARANTEE AGREEMENT WAIVER AND AMENDMENT NO. 2 TO CREDIT AND GUARANTEE AGREEMENT ("this Amendment"), dated as of March 28, 2002, among REMINGTON PRODUCTS COMPANY, L.L.C., a Delaware limited liability company (the "Company") REMINGTON CONSUMER PRODUCTS LIMITED, a company incorporated under the laws of England (the "UK Borrower"), REMINGTON PRODUCTS GMBH, a company organized and existing under the laws of Germany (the "German Borrower"), REMINGTON CONSUMER PRODUCTS (IRELAND) LIMITED, a company incorporated under the laws of Ireland (the "Irish Borrower") and REMINGTON PRODUCTS (CANADA) INC., a company incorporated under the laws of Canada (the "Canadian Borrower"; together with the Company, the UK Borrower, the German Borrower and the Irish Borrower, the "Borrowers"), the lending institutions party hereto and Fleet Capital Corporation, as adminis
Remington Products Co Llc – AMENDMENT NO. 1 TO CREDIT AND GUARANTEE AGREEMENT (November 14th, 2001)AMENDMENT NO. 1 TO CREDIT AND GUARANTEE AGREEMENT AMENDMENT NO. 1 TO CREDIT AND GUARANTEE AGREEMENT ("this Amendment"), dated as of September 30, 2001, among REMINGTON PRODUCTS COMPANY, L.L.C., a Delaware limited liability company (the "Company"), and the lending institutions party hereto. WHEREAS, the Company, certain of its subsidiaries, certain lenders, Fleet Securities, Inc., as sole advisor, lead arranger and book manager, Congress Financial Corporation (New England), as syndication agent and coarranger, and Fleet Capital Corporation, as administrative agent (the "Agent"), entered into a certain Credit and Guarantee Agreement, dated as of August 21, 2001 (such agreement being referred to herein as the "Credit Agreement"), pursuant to which one or more of such lenders have agreed, subject to certain terms and conditions, to make revolving advances to one or more of the Borrowers and to issue or to cause the issuance
Remington Products Co Llc – SEVENTH AMENDMENT (August 24th, 2000)Exhibit 10.1 SEVENTH AMENDMENT SEVENTH AMENDMENT, dated as of August 18, 2000 (this "Amendment"), to the Credit and Guarantee Agreement, dated as of May 23, 1996 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among: (a) REMINGTON PRODUCTS COMPANY, L.L.C., a Delaware limited liability company (the "Company"); (b) REMINGTON CONSUMER PRODUCTS LIMITED, a corporation organized and existing under the laws of the United Kingdom (the "UK Borrower"); (c) each Acquisition Subsidiary from time to time party thereto (together with the Company and the UK Borrower, the "Borrowers"); (d) the Lenders from time to time parties to the Agreement including the Issuing Bank; (e) FLEET NATIONAL BANK and BANQUE NATIONALE DE PARIS, as Co-Documentation Agents (in such ca
Remington Products Co Llc – EMPLOYMENT AGREEMENT (August 14th, 2000)Exhibit 10.1 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), made effective as of January 1, 2000, by and between Remington Products Company, L.L.C., a Delaware limited liability (the "Company"), and Neil P. DeFeo, an individual (the "Executive"). W I T N E S S E T H: -------------------- WHEREAS, the Company desires to retain Executive to serve it in the capacity of President and Chief Executive Officer and to perform services on its behalf in said position; NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and covenants herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. EMPLOYMENT The Company agrees to employ Executive and Executive a
Remington Products Co Llc – EMPLOYMENT AGREEMENT (March 30th, 2000)Exhibit 10.26 EMPLOYMENT AGREEMENT EMPLOYMENT AGREEMENT (this "Agreement"), made as of September 21, 1998, by and between Remington Products Company, L.L.C., a Delaware limited liability (the "Company"), and Wilan van den Berg, residing in Austria ("Executive"). WITNESSETH: WHEREAS, the Company desires to retain Executive to serve it in the capacity of Executive Vice President International and to perform services on its behalf in said position; NOW, THEREFORE, in consideration of the foregoing and of the mutual promises and covenants herein contained, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. EMPLOYMENT The Company agrees to cause Remington Consumer Products Ltd ("Remington UK"), its wholly owned UK subsidiary, to employ Executive and Executive agrees to serve Remi
Remington Products Co Llc – NEWS RELEASE (June 16th, 1999)Exhibit 99.1 NEWS RELEASE Contact: Alexander Castaldi Executive Vice President and Chief Financial Officer Remington Products Company, L.L.C. (203) 332-9731 REMINGTON INCREASES CREDIT FACILITY BRIDGEPORT, CT, June 10, 1999 -- Remington Products Company, L.L.C. today announced that due to the Company's continued growth, it has amended its Credit Agreement to allow for supplemental term loan borrowings totalling $15 million. The net proceeds from the term loans will be used to reduce current revolving credit borrowings, thereby increasing availability to meet increased seasonal working capital requirements. The supplemental term loans are comprised of a $7.5 million second secured loan and a $7.5 million unsecured loan which is guaranteed by the Company's controlli
Remington Products Co Llc – SIXTH AMENDMENT (June 16th, 1999)Exhibit 10.1 1 SIXTH AMENDMENT SIXTH AMENDMENT, dated as of June 9, 1999 (this "Amendment"), to the Credit and Guarantee Agreement, dated as of May 23, 1996 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among: (a) REMINGTON PRODUCTS COMPANY, L.L.C., a Delaware limited liability company (the "Company"); (b) REMINGTON CONSUMER PRODUCTS LIMITED, a corporation organized and existing under the laws of the United Kingdom (the "UK Borrower"); (c) each Acquisition Subsidiary from time to time party thereto (together with the Company and the UK Borrower, the "Borrowers"); (d) the Lenders from time to time parties to the Agreement including the Issuing Bank; (e)
Remington Products Co Llc – FIFTH AMENDMENT (March 31st, 1999)Exhibit 10.6 FIFTH AMENDMENT FIFTH AMENDMENT, dated as of March 11, 1999 (this "Amendment"), to the Credit and Guarantee Agreement, dated as of May 23, 1996 (as amended, supplemented or otherwise modified from time to time, the ("Credit Agreement"), among: (a) REMINGTON PRODUCTS COMPANY, L.L.C., a Delaware limited liability company (the "Company"); (b) REMINGTON CONSUMER PRODUCTS LIMITED, a corporation organized and existing under the laws of the United Kingdom (the "UK Borrower"); (c) each Acquisition Subsidiary from time to time party thereto (together with the Company and the UK Borrower, the "Borrowers"); (d) FLEET NATIONAL BANK and BANQUE NATIONALE DE PARIS, as Co- Documentation Agents (in such capacity, the "Co-Documentation Agents:); and (e) THE CHASE MANHATTAN BANK (form
Remington Products Co Llc – SUPER PERFORMANCE BASED PHANTOM EQUITY AGREEMENT (March 27th, 1998)EXHIBIT 10.27 SUPER PERFORMANCE BASED PHANTOM EQUITY AGREEMENT SUPER PERFORMANCE BASED PHANTOM EQUITY AGREEMENT (this "Agreement") is made as of ______________, by and between Remington Products Company, L.L.C., a Delaware limited liability company (the "Company"), and __________________ ("Executive"). WHEREAS, on the terms and subject to the conditions hereof, the Company desires to grant Executive certain rights in any increase in the value of the equity of the Company under certain events. NOW, THEREFORE, in order to implement the foregoing and in consideration of the mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows: 1 Definitions. For the purposes of this Agreement, the following terms shall have the meanings set forth below: 1.1 "Agreement
Remington Products Co Llc – PERFORMANCE BASED PHANTOM EQUITY AGREEMENT (March 27th, 1998)EXHIBIT 10.26 PERFORMANCE BASED PHANTOM EQUITY AGREEMENT PERFORMANCE BASED PHANTOM EQUITY AGREEMENT (this "Agreement") is made as of ___________________, by and between Remington Products Company, L.L.C., a Delaware limited liability company (the "Company"), and _______________________ Executive"). WHEREAS, on the terms and subject to the conditions hereof, the Company desires to grant Executive certain rights in any increase in the value of the equity of the Company under certain events. NOW, THEREFORE, in order to implement the foregoing and in consideration of the mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows: 1 Definitions. For the purposes of this Agreement, the following terms shall have the meanings set forth below: 1.1 "Ag
Remington Products Co Llc – SEVERANCE AGREEMENT (March 27th, 1998)Exhibit 10.24 SEVERANCE AGREEMENT Agreement ("Agreement") between Remington Products Company, L.L.C. ("Remington") and _________________ ("Employee"). 1. Remington agrees that in the event of any involuntary termination of Employee's employment (other than for Cause or Disability) on or before July 31, 1998, and subject to the Employee's compliance with the terms of this Agreement and signing the Release attached hereto as Exhibit A (the "Release"), Remington agrees to continue to pay Employee his then annual base salary for a period of 6 months after the effective date of the termination of Employee's employment (the "Salary Continuation Period"). Remington also agrees that during the Salary Continuation Period, it will continue to provide Employee the medical benefits he was entitled to on the
Remington Products Co Llc – TIME BASED PHANTOM EQUITY AGREEMENT (March 27th, 1998)Exhibit 10.25 TIME BASED PHANTOM EQUITY AGREEMENT TIME BASED PHANTOM EQUITY AGREEMENT (this "Agreement") is made as of _______________ 1998, by and between Remington Products Company, L.L.C., a Delaware limited liability company (the "Company"), and _________________ ("Executive"). WHEREAS, on the terms and subject to the conditions hereof, the Company desires to grant Executive certain rights in any increase in the value of the equity of the Company under certain events. NOW, THEREFORE, in order to implement the foregoing and in consideration of the mutual representations, warranties, covenants and agreements contained herein, the parties hereto agree as follows: 1 Definitions. For the purposes of this Agreement, the following terms shall have the meanings set forth below: 1.1 "Agreement": the mea
Remington Products Co Llc – FOURTH AMENDMENT (March 27th, 1998)Exhibit 10.5 FOURTH AMENDMENT FOURTH AMENDMENT, dated as of March 20, 1998 (this "Amendment"), to the Credit end Guarantee Agreement, dated as of May 23, 1996 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among: (a) REMINGTON PRODUCTS COMPANY, L.L.C., a Delaware limited liability company (the "Company"); (b) REMINGTON CONSUMER PRODUCTS LIMITED, a corporation organized and existing under the laws of the United Kingdom (the "UK Borrower"); (c) each Acquisition Subsidiary from time to time party thereto (together with the Company and the UK Borrower, the "Borrowers"); (d) the Lenders from time to time parties to the Agreement including the Issuing Bank; (e) FLEET NATIONAL BANK and BANQUE NATIONALE DE PARIS, as Co-
Remington Products Co Llc – 1998 BONUS PROGRAM (March 27th, 1998)Exhibit 10.33 REMINGTON PRODUCTS COMPANY 1998 BONUS PROGRAM Except where indicated, the program would be identical to the 1997 Bonus Program. 1. In U.S., all exempt (not paid for overtime) employees participate. In foreign operations, local standards dictate who receives bonus. 2. Target bonuses: a. In US, target bonuses would be: Grade Level Target as % of Salary ---------------- --------------------- 10 5% 11 5 12 5 13 5 14 5 15
Remington Products Co Llc – PROMISSORY NOTE (March 27th, 1998)EXHIBIT 10.28 PROMISSORY NOTE $150,000 New York, New York January 14, 1998 FOR VALUE RECEIVED, receipt of which is hereby acknowledged, REMINGTON PRODUCTS COMPANY, L.L.C., a Delaware limited liability company (the "Company"), hereby promises to pay to the order of Allen S. Lipson ("Executive'), the principal sum of $150,000 (the "Principal Amount"), in lawful money of the United States of America, together with interest on the unpaid Principal Amount of six and one half percent (6.5%) per annum, such interest to be paid on the date of issuance and on each and every March 31, June 30, September 30 and December 31 thereafter. 1. The outstanding Principal Amount and any unpaid and accrued interest shall be paid in full by the Company wi
Remington Products Co Llc – THIRD AMENDMENT (August 12th, 1997)Exhibit 10.1 THIRD AMENDMENT THIRD AMENDMENT, dated as of May 16, 1997 (this "Amendment"), to the Credit and Guarantee Agreement, dated as of May 23, 1996 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among: (a) REMINGTON PRODUCTS COMPANY, L.L.C., a Delaware limited liability company (the "Company"); (b) REMINGTON CONSUMER PRODUCTS LIMITED, a corporation organized and existing under the laws of the United Kingdom (the "UK Borrower"); (c) each Acquisition Subsidiary from time to time party thereto (together with the Company and the UK Borrower, the "Borrowers"); (d) the Lenders from time to time parties to the Agreement including the Issuing Bank; (e) FLEET NATIONAL BANK and BANQUE NATIONALE DE PARIS, as Co-Documentation
Remington Products Co Llc – OPTION AGREEMENT (May 13th, 1997)EXECUTION COPY -------------- OPTION AGREEMENT for NEIL P. DEFEO ------------- THIS OPTION AGREEMENT (this "AGREEMENT") is made as of January 8, 1997 (the "Grant Date"), by and between Remington Products Company, L.L.C., a Delaware limited liability company (the "Company"), and the individual named on the signature page hereto (the "Executive"). WHEREAS, on the terms and subject to the conditions hereof, the Company desires to grant the Executive, and the Executive wishes to acquire, options to purchase and acquire the number of Common Units of the Company set forth on SCHEDULE I attached hereto (the "CURRENT OPTIONS"), as hereinafter set forth; and WHEREAS, the Company desires to grant to the Executive, and the Executive wishes to acqu
Remington Products Co Llc – SECOND AMENDMENT (May 13th, 1997)Exhibit 10.1 SECOND AMENDMENT SECOND AMENDMENT, dated as of March 20, 1997 (this "Amendment"), to the Credit and Guarantee Agreement, dated as of May 23, 1996 (as amended, supplemented or otherwise modified from time to time, the "Credit Agreement"), among: (a) REMINGTON PRODUCTS COMPANY, L.L.C., a Delaware limited liability company (the "Company"); (b) REMINGTON CONSUMER PRODUCTS LIMITED, a corporation organized and existing under the laws of the United Kingdom (the "UK Borrower"); (c) each Acquisition Subsidiary from time to time party thereto (together with the Company and the UK Borrower, the "Borrowers"); (d) the Lenders from time to time parties to the Agreement including the Issuing Bank; (e) FLEET NATIONAL BANK and BANQUE NATIONALE DE PARIS, as Co-Documentation Agents (in such capacity, the "Co-Documentation Agents"); and (f)
Remington Products Co Llc – FIRST AMENDMENT AND WAIVER NUMBER 1 (December 27th, 1996)EXHIBIT 10.1 FIRST AMENDMENT AND WAIVER NUMBER 1 FIRST AMENDMENT AND WAIVER NUMBER 1, dated as of December 27, 1996 (this "AMENDMENT"), to the CREDIT AND GUARANTEE AGREEMENT, dated as of May 23, 1996 (the "CREDIT AGREEMENT"), among: (a) REMINGTON PRODUCTS COMPANY, L.L.C., a Delaware limited liability company (the "COMPANY"); (b) REMINGTON CONSUMER PRODUCTS LIMITED, a corporation organized and existing under the laws of the United Kingdom (the "UK BORROWER"); (c) each Acquisition Subsidiary from time to time party thereto (together with the Company and the UK Borrower, the "BORROWERS"); (d) the Lenders from time to time parties to the Agreement including the Issuing Bank; (e) FLEET NATIONAL BANK and BANQUE NATIONALE DE PARIS, as Co-Documentation Agents (in such capacity, the "CO-DOCUMENTATION AGENTS"); and (f) THE CHASE MANHATTAN BANK (formerly known as CHE
