EXHIBIT 10.3
ROV GUARANTY
Dated as of February 7, 2005
From
THE ROV GUARANTORS NAMED HEREIN
and
THE ADDITIONAL ROV GUARANTORS REFERRED TO HEREIN
as ROV Guarantors
in favor of
THE SECURED PARTIES REFERRED TO IN
THE CREDIT AGREEMENT REFERRED TO HEREIN
T A B L E O F C O N T E N T S
Section Page
------- ----
Section 1. Guaranty; Limitation of Liability..............................................................1
Section 2. Guaranty Absolute..............................................................................2
Section 3. Waivers and Acknowledgments....................................................................3
Section 4. Subrogation....................................................................................4
Section 5. Payments Free and Clear of Taxes, Etc..........................................................5
Section 6. Representations and Warranties.................................................................5
Section 7. Covenants......................................................................................6
Section 8. Amendments, ROV Guaranty Supplements, Etc......................................................6
Section 9. No Waiver; Remedies............................................................................6
Section 10. Subordination.................................................................................6
Section 11. Continuing Guaranty; Assignments under the Credit Agreement...................................8
Section 12. Execution in Counterparts.....................................................................8
Section 13. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc........................................8
Exhibit A - ROV Guaranty Supplement
ROV GUARANTY
ROV GUARANTY dated as of February 7, 2005 made by the
Persons listed on the signature pages hereof under the caption "ROV
Guarantors" and the Additional ROV Guarantors (as defined in Section 8(b))
(such Persons so listed and the Additional ROV Guarantors being, collectively,
the "ROV Guarantors" and, individually, each an "ROV Guarantor") in favor of
the Secured Parties (as defined in the Credit Agreement referred to below).
PRELIMINARY STATEMENT. Rayovac Corporation, a Wisconsin
corporation (the "U.S. Borrower"), Varta Consumer Batteries GmbH & Co. KGaA, a
German partnership limited by shares (the "Euro Borrower") and Rayovac Europe
Limited, a limited liability company (the "UK Borrower" and, together with the
U.S. Borrower and the Euro Borrower, each a "Borrower" and collectively the
"Borrowers") are party to a Fourth Amended and Restated Credit Agreement dated
as of February 7, 2005 (as amended, amended and restated, supplemented or
otherwise modified from time to time, the "Credit Agreement"; the capitalized
terms defined therein and not otherwise defined herein being used herein as
therein defined) with certain Lenders party thereto, and Bank of America,
N.A., as Administrative Agent for such Lenders. Each ROV Guarantor will derive
substantial direct and indirect benefits from the transactions contemplated by
the Credit Agreement. It is a condition precedent to the making of Loans by
the Lenders and the issuance of Letters of Credit by the L/C Issuer under the
Credit Agreement, the entry by the Hedge Banks into Secured Hedge Agreements
and the entry by the Qualified Foreign Lenders into Qualified Foreign Credit
Facilities from time to time that each ROV Guarantor shall have executed and
delivered this ROV Guaranty.
NOW, THEREFORE, in consideration of the premises and in
order to induce the Lenders to make Loans and the L/C Issuer to issue Letters
of Credit under the Credit Agreement, the Hedge Banks to enter into Secured
Hedge Agreements and the Qualified Foreign Lenders to enter into Qualified
Foreign Credit Facilities from time to time, each ROV Guarantor, jointly and
severally with each other ROV Guarantor, hereby agrees as follows:
Section 1. Guaranty; Limitation of Liability. (a) Each ROV
Guarantor hereby absolutely, unconditionally and irrevocably guarantees the
punctual payment when due, whether at scheduled maturity or on any date of a
required prepayment or by acceleration, demand or otherwise, of all
Obligations of the U.S. Borrower and each other ROV Guarantor now or hereafter
existing under or in respect of the Loan Documents (including, without
limitation, any extensions, modifications, substitutions, amendments or
renewals of any or all of the foregoing Obligations) (such Obligations being
the "ROV Guaranteed Obligations"). Without limiting the generality of the
foregoing, each ROV Guarantor's liability shall extend to all amounts that
constitute part of the ROV Guaranteed Obligations and would be owed by the
U.S. Borrower or any ROV Guarantor to any Secured Party under or in respect of
the Loan Documents but for the fact that they are unenforceable or not
allowable due to the existence of a bankruptcy, reorganization or similar
proceeding involving such other Loan Party.
(b) Each ROV Guarantor, and by its acceptance of this ROV
Guaranty, the Administrative Agent and each other Secured Party, hereby
confirms that it is the intention of all such Persons that this ROV Guaranty
and the Obligations of each ROV Guarantor hereunder not
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constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy
Law (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the
Uniform Fraudulent Transfer Act or any similar foreign, federal or state Law
to the extent applicable to this ROV Guaranty and the Obligations of each ROV
Guarantor hereunder. To effectuate the foregoing intention, the Administrative
Agent, the other Secured Parties and the ROV Guarantors hereby irrevocably
agree that the Obligations of each ROV Guarantor under this ROV Guaranty at
any time shall be limited to the maximum amount as will result in the
Obligations of such ROV Guarantor under this ROV Guaranty not constituting a
fraudulent transfer or conveyance. For purposes hereof, "Bankruptcy Law" means
any proceeding of the type referred to in Section 8.01(f) of the Credit
Agreement or Title 11, U.S. Code, or any similar foreign, federal or state Law
for the relief of debtors.
(c) Each ROV Guarantor hereby unconditionally and
irrevocably agrees that in the event any payment shall be required to be made
to any Secured Party under this ROV Guaranty, such ROV Guarantor will
contribute, to the maximum extent permitted by Law, such amounts to each other
ROV Guarantor so as to maximize the aggregate amount of such payment to the
Secured Parties under or in respect of the Loan Documents.
Section 2. Guaranty Absolute. Each ROV Guarantor guarantees
that the ROV Guaranteed Obligations will be paid in accordance with the terms
of the Loan Documents, regardless of any Law, regulation or order now or
hereafter in effect in any jurisdiction affecting any of such terms or the
rights of any Secured Party with respect thereto to the fullest extent
permitted by applicable Law. The Obligations of each ROV Guarantor under or in
respect of this ROV Guaranty are independent of the ROV Guaranteed Obligations
or any other Obligations of any other Loan Party under or in respect of the
Loan Documents, and a separate action or actions may be brought and prosecuted
against each ROV Guarantor to enforce this ROV Guaranty, irrespective of
whether any action is brought against the U.S. Borrower or any other Loan
Party or whether the U.S. Borrower or any other Loan Party is joined in any
such action or actions. The liability of each ROV Guarantor under this ROV
Guaranty shall be irrevocable, absolute and unconditional irrespective of, and
each ROV Guarantor hereby irrevocably waives to the fullest extent permitted
by applicable Law any defenses it may now have or hereafter acquire in any way
relating to, any or all of the following:
(a) any lack of validity or enforceability of any Loan
Document or any agreement or instrument relating thereto;
(b) any change in the time, manner or place of payment
of, or in any other term of, all or any of the ROV Guaranteed
Obligations or any other Obligations of any other Loan Party under
or in respect of the Loan Documents, or any other amendment or
waiver of or any consent to departure from any Loan Document,
including, without limitation, any increase in the ROV Guaranteed
Obligations resulting from the extension of additional credit to any
Loan Party or any of its Subsidiaries or otherwise;
(c) any taking, exchange, release or non-perfection of
any Collateral or any other collateral, or any taking, release or
amendment or waiver of, or consent to departure from, any other
guaranty, for all or any of the ROV Guaranteed Obligations or any
other Obligations of any other Loan Party under or in respect of the
Loan Documents;
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(d) any manner of application of Collateral or any
other collateral, or proceeds thereof, to all or any of the ROV
Guaranteed Obligations or any other Obligations of any other Loan
Party under or in respect of the Loan Documents, or any manner of
sale or other disposition of any Collateral or any other collateral
for all or any of the ROV Guaranteed Obligations or any other
Obligations of any Loan Party under the Loan Documents or any other
assets of any Loan Party or any of its Subsidiaries;
(e) any change, restructuring or termination of the
corporate structure or existence of any Loan Party or any of its
Subsidiaries;
(f) any failure of any Secured Party to disclose to any
Loan Party any information relating to the business, condition
(financial or otherwise), operations, performance, properties or
prospects of any other Loan Party now or hereafter known to such
Secured Party (each ROV Guarantor waiving any duty on the part of
the Secured Parties to disclose such information);
(g) the failure of any other Person to execute or
deliver this ROV Guaranty, any ROV Guaranty Supplement (as
hereinafter defined) or any other guaranty or agreement or the
release or reduction of liability of any ROV Guarantor or other
guarantor or surety with respect to the ROV Guaranteed Obligations
(other than in connection with the termination of this ROV Guaranty
in accordance with the provisions of Section 11); or
(h) any other circumstance (including, without
limitation, any statute of limitations) or any existence of or
reliance on any representation by any Secured Party that might
otherwise constitute a defense available to, or a discharge of, any
Loan Party or any other guarantor or surety.
This ROV Guaranty shall continue to be effective or be reinstated, as the case
may be, if at any time any payment of any of the ROV Guaranteed Obligations is
rescinded or must otherwise be returned by any Secured Party or any other
Person (but only to the extent that such Person has a claim against a Secured
Party, or a Secured Party is liable to such Person, as a result of such
rescission or return) upon the insolvency, bankruptcy or reorganization of the
U.S. Borrower or any other Loan Party or otherwise, all as though such payment
had not been made.
Section 3. Waivers and Acknowledgments. (a) Each ROV
Guarantor hereby unconditionally and irrevocably waives promptness, diligence,
notice of acceptance, presentment, demand for performance, notice of
nonperformance, default, acceleration, protest or dishonor and any other
notice with respect to any of the ROV Guaranteed Obligations and this ROV
Guaranty and any requirement that any Secured Party protect, secure, perfect
or insure any Lien or any property subject thereto or exhaust any right or
take any action against any Loan Party or any other Person or any Collateral.
(b) Each ROV Guarantor hereby unconditionally and
irrevocably waives any right to revoke this ROV Guaranty and acknowledges that
this ROV Guaranty is continuing in nature and applies to all ROV Guaranteed
Obligations, whether existing now or in the future.
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(c) Each ROV Guarantor hereby unconditionally and
irrevocably waives (i) any defense arising by reason of any claim or defense
based upon an election of remedies by any Secured Party that in any manner
impairs, reduces, releases or otherwise adversely affects the subrogation,
reimbursement, exoneration, contribution or indemnification rights of such ROV
Guarantor or other rights of such ROV Guarantor to proceed against any of the
other Loan Parties, any other guarantor or any other Person or any Collateral
and (ii) any defense based on any right of set-off or counterclaim against or
in respect of the Obligations of such ROV Guarantor hereunder.
(d) Each ROV Guarantor acknowledges that the Administrative
Agent may, without notice to or demand upon such ROV Guarantor and without
affecting the liability of such ROV Guarantor under this ROV Guaranty,
foreclose under any mortgage by nonjudicial sale, and each ROV Guarantor
hereby waives any defense to the recovery by the Administrative Agent and the
other Secured Parties against such ROV Guarantor of any deficiency after such
nonjudicial sale and any defense or benefits that may be afforded by
applicable Law.
(e) Each ROV Guarantor hereby unconditionally and
irrevocably waives any duty on the part of any Secured Party to disclose to
such ROV Guarantor any matter, fact or thing relating to the business,
condition (financial or otherwise), operations, performance, properties or
prospects of any other Loan Party or any of its Subsidiaries now or hereafter
known by such Secured Party.
(f) Each ROV Guarantor acknowledges that it will receive
substantial direct and indirect benefits from the financing arrangements
contemplated by the Loan Documents and that the waivers set forth in Section 2
and this Section 3 are knowingly made in contemplation of such benefits.
Section 4. Subrogation. Each ROV Guarantor hereby
unconditionally and irrevocably agrees not to exercise any rights that it may
now have or hereafter acquire against the U.S. Borrower or any other Loan
Party that arise from the existence, payment, performance or enforcement of
such ROV Guarantor's Obligations under or in respect of this ROV Guaranty or
any other Loan Document, including, without limitation, any right of
subrogation, reimbursement, exoneration, contribution or indemnification and
any right to participate in any claim or remedy of any Secured Party against
the U.S. Borrower or any other Loan Party or any Collateral, whether or not
such claim, remedy or right arises in equity or under contract, statute or
common Law, including, without limitation, the right to take or receive from
the U.S. Borrower or any other Loan Party, directly or indirectly, in cash or
other property or by set-off or in any other manner, payment or security on
account of such claim, remedy or right, unless and until (a) all of the ROV
Guaranteed Obligations shall have been paid in full in cash (other than L/C
Obligations, Obligations in respect of Secured Hedge Agreements, and
Obligations in respect of Qualified Foreign Credit Facilities), (b) all
Letters of Credit shall have expired or been terminated or Cash
Collateralized, (c) all Secured Hedge Agreements and all Qualified Foreign
Credit Facilities shall have expired or been terminated or collateral security
provided in respect thereof in form and substance reasonably satisfactory to
the counterparty to such Secured Hedge Agreement or the Qualified Foreign
Lender under such Qualified Foreign Credit Facility, as applicable, and (d)
the Commitments shall have expired or been terminated (the first date on which
all of the foregoing conditions have been met being the "Termination Date";
provided,
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however, that in the case of the termination or expiration of all Letters of
Credit, Secured Hedge Agreements or Qualified Foreign Credit Facilities as
described in clauses (b) and (c) above (and not in the case of a Cash
Collateralization or collateral security being provided as described in
clauses (b) and (c) above), the Termination Date shall not occur until (i) all
L/C Obligations, all Obligations in respect of Secured Hedge Agreements, and
all Obligations in respect of Qualified Foreign Credit Facilities (in each
case, to the extent such Obligations constitute ROV Guaranteed Obligations),
as applicable, shall have been paid in full in cash and (ii) all of the other
conditions in clauses (a) through (d) have been met. If any amount shall be
paid to any ROV Guarantor in violation of the immediately preceding sentence
at any time prior to the Termination Date, such amount shall be received and
held in trust for the benefit of the Secured Parties, shall be segregated from
other property and funds of such ROV Guarantor and shall forthwith be paid or
delivered to the Administrative Agent in the same form as so received (with
any necessary endorsement or assignment) to be credited and applied to the ROV
Guaranteed Obligations, whether matured or unmatured, in accordance with the
terms of the Loan Documents, or to be held as Collateral for any ROV
Guaranteed Obligations thereafter arising. If any ROV Guarantor shall make
payment to any Secured Party of all or any part of the ROV Guaranteed
Obligations and the Termination Date shall have occurred, the Secured Parties
will, at such ROV Guarantor's request and expense, execute and deliver to such
ROV Guarantor appropriate documents, without recourse and without
representation or warranty, necessary to evidence the transfer by subrogation
to such ROV Guarantor of an interest in the ROV Guaranteed Obligations
resulting from such payment made by such ROV Guarantor pursuant to this ROV
Guaranty.
Section 5. Payments Free and Clear of Taxes, Etc. Any and
all payments by or on account of any Obligation of any ROV Guarantor hereunder
shall be made free and clear of and without reduction or withholding for any
Indemnified Taxes or Other Taxes on the same terms and to the same extent that
payments by the Borrowers are required to be made free and clear of
Indemnified Taxes and Other Taxes pursuant to the terms of Section 3.01 of the
Credit Agreement.
Section 6. Representations and Warranties. Each ROV
Guarantor hereby makes each representation and warranty made in the Loan
Documents by the Borrowers with respect to such ROV Guarantor and each ROV
Guarantor hereby further represents and warrants as follows:
(a) There are no conditions precedent to the
effectiveness of this ROV Guaranty that have not been satisfied or
waived.
(b) Such ROV Guarantor has, independently and without
reliance upon any Secured Party and based on such documents and
information as it has deemed appropriate, made its own credit
analysis and decision to enter into this ROV Guaranty and each other
Loan Document to which it is or is to be a party, and such ROV
Guarantor has established adequate means of obtaining from each
other Loan Party on a continuing basis information pertaining to,
and is now and on a continuing basis will be completely familiar
with, the business, condition (financial or otherwise), operations,
performance, properties and prospects of such other Loan Party.
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Section 7. Covenants. Each ROV Guarantor covenants and
agrees that, so long as the Termination Date shall not have occurred, such ROV
Guarantor will perform and observe, and cause each of its Subsidiaries to
perform and observe, all of the terms, covenants and agreements set forth in
the Loan Documents on its or their part to be performed or observed or that
the Borrowers have agreed to cause such ROV Guarantor or such Subsidiaries to
perform or observe.
Section 8. Amendments, ROV Guaranty Supplements, Etc. (a) No
amendment or waiver of any provision of this ROV Guaranty and no consent to
any departure by any ROV Guarantor therefrom shall in any event be effective
unless the same shall be in writing and signed as required by Section 10.01 of
the Credit Agreement and signed by the ROV Guarantors, and then such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given. Upon the sale or dissolution of an ROV Guarantor or
in the event that any ROV Guarantor is designated a Dormant Subsidiary, in
each case, to the extent permitted in accordance with the terms of the Loan
Documents, such ROV Guarantor shall be automatically released from the ROV
Guaranty.
(b) Upon the execution and delivery by any Person of a
guaranty supplement in substantially the form of Exhibit A hereto (each, an
"ROV Guaranty Supplement"), (i) such Person shall be referred to as an
"Additional ROV Guarantor" and shall become and be an ROV Guarantor hereunder,
and each reference in this ROV Guaranty to an "ROV Guarantor" shall also mean
and be a reference to such Additional ROV Guarantor, and each reference in any
other Loan Document to an "ROV Guarantor" or a "Guarantor" shall also mean and
be a reference to such Additional ROV Guarantor, and (ii) each reference
herein to "this ROV Guaranty", "hereunder", "hereof" or words of like import
referring to this ROV Guaranty, and each reference in any other Loan Document
to the "ROV Guaranty", "thereunder", "thereof" or words of like import
referring to this ROV Guaranty, shall mean and be a reference to this ROV
Guaranty as supplemented by such ROV Guaranty Supplement.
Section 9. No Waiver; Remedies. No failure on the part of
any Secured Party to exercise, and no delay in exercising, any right or
remedy, hereunder shall operate as a waiver thereof; nor shall any single or
partial exercise of any right or remedy hereunder preclude any other or
further exercise thereof or the exercise of any other right or remedy. The
rights and remedies herein provided are cumulative and not exclusive of any
rights or remedies provided by Law.
Section 10. Subordination. Each ROV Guarantor hereby
subordinates any and all debts, liabilities and other obligations owed to such
ROV Guarantor by each other Loan Party (the "Subordinated Obligations") to the
ROV Guaranteed Obligations to the extent and in the manner hereinafter set
forth in this Section 10:
(a) Prohibited Payments, Etc. Except during the
continuance of an Event of Default (including the commencement and
continuation of any proceeding under any Bankruptcy Law relating to
any other Loan Party), each ROV Guarantor may receive regularly
scheduled payments from any other Loan Party on account of the
Subordinated Obligations. After the occurrence and during the
continuance of any Event of Default (including the commencement and
continuation of any proceeding under any Bankruptcy
6
Law relating to any other Loan Party) that has not been waived in
accordance with Section 10.01 of the Credit Agreement, no ROV
Guarantor shall demand, accept or take any action to collect any
payment on account of the Subordinated Obligations.
(b) Prior Payment of ROV Guaranteed Obligations. In any
proceeding under any Bankruptcy Law relating to any other Loan
Party, each ROV Guarantor consents to the Secured Parties receiving
payment in full in cash of all ROV Guaranteed Obligations (including
all interest and expenses accruing after the commencement of a
proceeding under any Bankruptcy Law, whether or not constituting an
allowed claim in such proceeding ("Post Petition Interest")) before
such ROV Guarantor receives payment of any Subordinated Obligations.
(c) Turn-Over. After the occurrence and during the
continuance of an Event of Default (including the commencement and
continuation of any proceeding under any Bankruptcy Law relating to
any other Loan Party), each ROV Guarantor shall, if the
Administrative Agent so requests, collect, enforce and receive
payments on account of the Subordinated Obligations as trustee for
the Secured Parties and deliver such payments to the Administrative
Agent on account of the ROV Guaranteed Obligations (including all
Post Petition Interest), together with any necessary endorsements or
other instruments of transfer, but without reducing or affecting in
any manner the liability of such ROV Guarantor under the other
provisions of this ROV Guaranty.
(d) Administrative Agent Authorization. After the occurrence
and during the continuance of an Event of Default (including the
commencement and continuation of any proceeding under any Bankruptcy
Law relating to any other Loan Party), the Administrative Agent is
authorized and empowered (but without any obligation to so do), in
its discretion, (i) in the name of each ROV Guarantor, to collect
and enforce, and to submit claims in respect of, Subordinated
Obligations and to apply any amounts received thereon to the ROV
Guaranteed Obligations (including any and all Post Petition
Interest), and (ii) to require each ROV Guarantor (A) to collect and
enforce, and to submit claims in respect of, Subordinated
Obligations and (B) to pay any amounts received on such obligations
to the Administrative Agent for application to the ROV Guaranteed
Obligations (including any and all Post Petition Interest).
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Section 11. Continuing Guaranty; Assignments under the
Credit Agreement. This ROV Guaranty is a continuing guaranty and shall (a)
remain in full force and effect until the Termination Date, (b) be binding
upon each ROV Guarantor, its successors and assigns and (c) inure to the
benefit of and be enforceable by the Secured Parties and their successors,
transferees and assigns. Without limiting the generality of clause (c) of the
immediately preceding sentence, any Secured Party may assign or otherwise
transfer all or any portion of its rights and obligations under the Credit
Agreement (including, without limitation, all or any portion of its
Commitments, the Loans owing to it and any Note or Notes held by it) to any
other Person, and such other Person shall thereupon become vested with all the
benefits in respect thereof granted to such Secured Party herein or otherwise,
in each case as and to the extent provided in Section 10.06 of the Credit
Agreement. No ROV Guarantor shall have the right to assign its rights
hereunder or any interest herein without the prior written consent of the
Secured Parties.
Section 12. Execution in Counterparts. This ROV Guaranty and
each amendment, waiver and consent with respect hereto may be executed in any
number of counterparts and by different parties thereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of a signature page to this ROV Guaranty
by telecopy or by an electronically mailed scanned copy shall be effective as
delivery of an original executed counterpart of this ROV Guaranty.
Section 13. Governing Law; Jurisdiction; Waiver of Jury
Trial, Etc. (a) This ROV Guaranty shall be governed by, and construed in
accordance with, the Laws of the State of New York.
(b) Each ROV Guarantor hereby irrevocably and
unconditionally submits, for itself and its property, to the nonexclusive
jurisdiction of any New York State court or federal court of the United States
of America sitting in New York City, and any appellate court from any thereof,
in any action or proceeding arising out of or relating to this ROV Guaranty or
any of the other Loan Documents to which it is or is to be a party, or for
recognition or enforcement of any judgment, and each ROV Guarantor hereby
irrevocably and unconditionally agrees that all claims in respect of any such
action or proceeding may be heard and determined in any such New York State
court or, to the extent permitted by Law, in such federal court. Each ROV
Guarantor agrees that a final judgment in any such action or proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on the
judgment or in any other manner provided by Law. Nothing in this ROV Guaranty
or any other Loan Document shall affect any right that any party may otherwise
have to bring any action or proceeding relating to this ROV Guaranty or any
other Loan Document in the courts of any jurisdiction.
(c) Each ROV Guarantor irrevocably and unconditionally
waives, to the fullest extent it may legally and effectively do so, any
objection that it may now or hereafter have to the laying of venue of any
suit, action or proceeding arising out of or relating to this ROV Guaranty or
any of the other Loan Documents to which it is or is to be a party in any New
York State or federal court. Each ROV Guarantor hereby irrevocably waives, to
the fullest extent permitted by Law, the defense of an inconvenient forum to
the maintenance of such suit, action or proceeding in any such court.
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(d) EACH ROV GUARANTOR HEREBY IRREVOCABLY WAIVES ALL RIGHT
TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON
CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY OF THE LOAN
DOCUMENTS, THE LOANS OR THE ACTIONS OF ANY SECURED PARTY IN THE NEGOTIATION,
ADMINISTRATION, PERFORMANCE OR ENFORCEMENT THEREOF.
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IN WITNESS WHEREOF, each ROV Guarantor has caused this ROV
Guaranty to be duly executed and delivered by its officer thereunto duly
authorized as of the date first above written.
ROV HOLDING, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Secretary and Treasurer
ROVCAL, INC.
By /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Vice President and Secretary
UNITED INDUSTRIES CORPORATION
By /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President, Secretary and
General Counsel
NU-GRO AMERICA CORP.
By /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Secretary
NU-GRO US HOLDCO CORP.
By /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Secretary
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NU-GRO TECHNOLOGIES, INC.
By /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Secretary
IB NITROGEN INC.
By /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Secretary
▇▇▇▇▇▇▇ COMPANY
By /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Secretary
GROUND ZERO, INC.
By /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Secretary
SYLORR PLANT CORP.
By /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Secretary
WPC BRANDS, INC.
By /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Secretary
11
UNITED PET GROUP, INC.
By /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Secretary
AQ HOLDINGS, INC.
By /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Secretary
PERFECTO HOLDING CORP.
By /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Secretary
AQUARIUM SYSTEMS, INC.
By /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Secretary
PERFECTO MANUFACTURING, INC.
By /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Secretary
JUNGLETALK INTERNATIONAL, INC.
By /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Secretary
12
PETS 'N PEOPLE, INC.
By /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Secretary
SOUTHERN CALIFORNIA FOAM, INC.
By /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Secretary
AQUARIA, INC.
By /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
-------------------------------------
Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Secretary
DB ONLINE, LLC
By: United Pet Goup, Inc., its Managing
Member
By /s/ ▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇ ▇▇▇▇▇▇▇▇
Title: Vice President and Secretary
13
EXHIBIT A
ROV GUARANTY SUPPLEMENT
[Omitted. A supplemental copy of this exhibit will be
furnished to the SEC upon request.]