0001193125-09-025337 Sample Contracts

RESTRUCTURING SUPPORT AGREEMENT

Restructuring Support Agreement • February 11th, 2009 • Spectrum Brands, Inc. • Miscellaneous electrical machinery, equipment & supplies • New York

• Contract Type
  Restructuring Support Agreement
• Filed
  February 11th, 2009
• Company
  Spectrum Brands, Inc.
• Industry
  Miscellaneous electrical machinery, equipment & supplies
• Jurisdiction
  New York

This Restructuring Support Agreement, dated as of February 3, 2009 (as may be amended, supplemented or otherwise modified from time to time, this “Agreement”), is made and entered into by and among (i) Spectrum Brands, Inc., a Wisconsin corporation (“Spectrum Brands”); (ii) the subsidiaries of Spectrum Brands listed on the signature pages hereto (such subsidiaries, together with Spectrum Brands, “Spectrum”); (iii) Harbinger Capital Partners Master Fund I, Ltd. and Harbinger Capital Partners Special Situations Fund, L.P. (collectively, with any affiliates that become a party to this Agreement in accordance with the terms hereof, “Harbinger”); (iv) D. E. Shaw Laminar Portfolios, L.L.C. (collectively, with any affiliates that become a party to this Agreement in accordance with the terms hereof, “Laminar”); and (v) Avenue International Master, L.P., Avenue Investments, L.P., Avenue Special Situations Fund V, L.P., Avenue Special Situations Fund IV, L.P. and Avenue-CDP Global Opportunities

RATIFICATION AND AMENDMENT AGREEMENT

Ratification Agreement • February 11th, 2009 • Spectrum Brands, Inc. • Miscellaneous electrical machinery, equipment & supplies

• Contract Type
  Ratification Agreement
• Filed
  February 11th, 2009
• Company
  Spectrum Brands, Inc.
• Industry
  Miscellaneous electrical machinery, equipment & supplies

This RATIFICATION AND AMENDMENT AGREEMENT (the “Ratification Agreement”) dated as of February 5, 2009 is by and among Wachovia Bank, National Association (“Wachovia”), in its capacity as administrative agent (the “Administrative Agent”) acting for and on behalf of the financial institutions from time to time party to the Existing Credit Agreement (as defined below) as lenders (collectively with Administrative Agent, the “Lenders”), Wachovia, in its capacity as collateral agent (“Collateral Agent”; together with the Administrative Agent, collectively, “Agent”) acting for and on behalf of the Secured Parties (as defined in the Existing ABL Guarantee and Collateral Agreement (as defined below)), Wachovia, in its capacity as “Supplemental Loan Lender” (as hereinafter defined), Spectrum Brands, Inc., a Wisconsin corporation, as Debtor and Debtor-in-Possession (“Borrower”), ROV Holding, Inc., a Delaware corporation, as Debtor and Debtor-in Possession (“ROV”), ROVCAL Inc., a California corpor