Unassociated Document


    Exhibit
      10.1

    
 

    EXCHANGE
      AND FORBEARANCE AGREEMENT

     

    This
      Agreement (this "Agreement") is made and entered into as of March 12, 2007,
      by
      and among Spectrum Brands, Inc., a Wisconsin corporation (the "Company"), and
      each of the holders of the Company's 8 1⁄2% Senior Subordinated Notes due 2013
      (the "Notes") which have executed and become a party to this Agreement
      (individually, a "Consenting Noteholder" and collectively, the "Consenting
      Noteholders").

     

    WHEREAS,
      the Company issued the Notes pursuant to that certain indenture dated as of
      September 30, 2003, by and among the Company, as issuer, the Subsidiary
      Guarantors party thereto, as Guarantors, and U.S. Bank National Association,
      as
      Trustee (the "Trustee"), as amended by a Supplemental Indenture, dated as of
      October 24, 2003, a Second Supplemental Indenture dated as of January 20, 2005,
      a Third Supplemental Indenture, dated as of February 7, 2005, and a Fourth
      Supplemental Indenture, dated as of May 3, 2005 (such indenture, as so amended,
      the "Indenture"); and

     

    WHEREAS,
      each Consenting Noteholder currently holds the aggregate principal amount of
      Notes set forth beneath such Consenting Noteholder's name on the signature
      pages
      hereto, and each Consenting Noteholder desires to exchange all of the Notes
      it
      holds for a like principal amount of New Notes (as defined below), subject
      to
      the terms and conditions set forth herein; and

     

    WHEREAS,
      this Agreement sets forth the terms on which the Consenting Noteholders have
      agreed (i) to exchange such Consenting Noteholder's Notes for a like principal
      amount of new notes (the "New Notes") having substantially the terms set forth
      on the Exhibit A attached hereto, (ii) to provide consents reflecting the
      Proposed Amendments (as defined below) to the amendment of the Indenture in
      connection with the Exchange Offer and (iii) to forbear from taking certain
      actions;

     

    NOW,
      THEREFORE,
      in
      consideration of the premises and the mutual covenants and agreements set forth
      herein, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto do hereby
      agree
      as follows:

     

    1.  The
      Exchange Offer.
      (a)
      The
      Company shall commence, not later than March 16, 2007, an offer (the "Exchange
      Offer") to all eligible holders of the Notes (each a "Noteholder" and
      collectively the "Noteholders") to exchange any and all Notes for New Notes.
      In
      conjunction with the Exchange Offer, the Company will solicit consents (the
      "Consent Solicitation") to proposed amendments to the Indenture to eliminate
      substantially all of the restrictive covenants (including all such covenants
      which do not require the consent of each affected holder for amendment),
      eliminate or modify certain events of default and eliminate or modify related
      provisions in the Indenture (the "Proposed Amendments") and a waiver of any
      alleged default or existing default under the Indenture that is known to or
      has
      been asserted by the Consenting Noteholders and an agreement from taking certain
      actions under any other debt agreement or instrument of the Company
      (collectively, the "Waiver").

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	(b)  	
              The
                Company's obligation to consummate the Exchange Offer will be conditioned
                upon (i) the entering into by the Company of a credit agreement with
                respect to the refinancing, including pursuant to any substitution,
                amendment or replacement thereof, of the Company's existing senior
                credit
                facilities, on substantially similar terms to those set forth in
                a
                commitment letter that shall have been obtained prior to commencement
                of
                the Exchange Offer, (ii) the receipt by the Company of the Waiver
                from
                holders of at least a majority of the Notes, (iii) the execution
                and
                delivery by the Trustee of a supplemental indenture (the "Supplemental
                Indenture") to the Indenture implementing the Proposed Amendments,
                (iv)
                the qualification under the Trust Indenture Act of 1939 of the indenture
                for the New Notes, if required, and the availability of an exemption
                under
                the Securities Act of 1933, as amended, with respect to the Exchange
                Offer, and (v) other customary conditions which are reasonable and
                customary in exchange offers such as the Exchange Offer. The Company
                will
                use its reasonable efforts to satisfy the conditions to the Exchange
                Offer.

            


    

     

    
      	(c)  	
              As
                promptly as practicable on or after the tenth business day after
                the
                commencement of the Exchange Offer the Company shall, and shall procure
                that the guarantors to the Existing Indenture shall, execute and
                deliver
                the Supplemental Indenture. Following the execution and delivery
                of the
                Supplemental Indenture and the satisfaction of the other conditions
                to the
                Exchange Offer, the Company will accept for exchange and exchange
                all
                Notes that have been validly tendered by Consenting Noteholders as
                of such
                time (the date of such exchange, the "Settlement Date"). Subject
                to the
                terms and conditions of the Exchange Offer, the Company will accept
                for
                exchange and exchange all Notes validly tendered and not validly
                withdrawn
                in the Exchange Offer.

            


    

     

    2.  Agreement
      to Forebear.
      Each
      Consenting Noteholder hereby agrees that it shall not, and shall not permit
      any
      of its affiliates to, or direct, solicit or encourage any other person to,
      exercise, or seek to exercise, whether individually or jointly with any other
      Noteholder, any rights or remedies, including any rights under Section 6.02
      or
      6.05 of the Indenture, that Noteholders or the Trustee may have under the
      Indenture or otherwise in connection with any Default or Event of Default (each
      as defined in the Indenture) that exists on the date of this Agreement that
      is
      known to or has been asserted by the Consenting Noteholders, as a result of
      the
      Company failing to comply with any of its covenants (other than any payment
      covenants) set forth in the Indenture or the Notes, and further agrees not
      to
      take, or permit any of its affiliates, or direct, solicit or encourage any
      other
      person, to take, any action, including the giving of any notice, under any
      other
      debt agreement or instrument of the Company that would be inconsistent with
      the
      foregoing agreements had such action been taken under the Indenture. Each
      Consenting Noteholder also agrees to the rescission of any declaration of
      acceleration which may be made by the Trustee or any holders of Notes with
      respect to such Defaults or Events of Default during the term of this
      Agreement.

     

    3.  Agreement
      to Exchange.
      Promptly following commencement of the Exchange Offer, each Consenting
      Noteholder will tender its Notes for exchange in the Exchange Offer and not
      revoke such tender, and consent to the Proposed Amendments and the Waiver and
      not revoke such consent.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    4.  Certain
      Conditions.
      The
      obligations of each Consenting Noteholder under this Agreement are conditioned
      upon (i) the Company having received signed commitments from a lender or lenders
      with respect to the refinancing, substitution, amendment or replacement of
      the
      Company’s senior credit facilities; (ii) the representations and warranties of
      the Company contained herein being true and correct as of the date hereof,
      as at
      the date of entry into a supplemental indenture giving effect to the Proposed
      Amendments and as at any Settlement Date; (iii) the terms and conditions of
      the
      exchange of the Notes in the Exchange Offer and the terms of the New Notes
      being
      in all material respects as set forth herein, and with respect to terms not
      set
      forth herein, reasonably acceptable to the Consenting Noteholders, and disclosed
      in an Exchange Offer Document (that shall include information customary for
      similar exchange offers); and (iv) this Agreement not having been terminated
      pursuant to Section 11 hereof.

     

    5.  Representations
      of Consenting Noteholder.
      Each
      Consenting Noteholder represents and warrants, severally and not jointly, to
      the
      Company as follows:

     

    
      	(a)  	
              The
                Consenting Noteholder has all requisite corporate, partnership, or
                limited
                liability company power and authority to enter into this Agreement
                and to
                carry out the transactions contemplated hereby, and to perform its
                obligations under this Agreement.

            


    

     

    
      	(b)  	
              The
                execution and delivery of this Agreement have been duly and validly
                authorized, and all necessary action has been taken to make this
                Agreement
                a legal, valid and binding obligation of the Consenting Noteholder,
                enforceable in accordance with its
                terms.

            


    

     

    
      	(c)  	
              The
                Consenting Noteholder (together with its affiliates) owns of record
                and/or
                beneficially, and/or has investment authority or discretion with
                respect
                to, the aggregate principal amount of Notes set forth next to such
                Consenting Noteholder's name on the signature pages hereto, and such
                aggregate principal amount of Notes constitutes all of the Notes
                so owned
                or controlled by such Consenting Noteholder and its affiliates as
                of the
                date hereof.

            


    

     

    
      	(d)  	
              The
                Consenting Noteholder owns the Notes free and clear of all claims,
                Liens,
                title defects and objections of any kind and nature
                whatsoever.

            


    

     

    
      	(e)  	
              The
                proposed sale of the Notes in exchange for the New Notes by such
                Consenting Noteholder was privately negotiated in an independent
                transaction and was not solicited by or on behalf of the Company
                or any of
                their affiliates. The terms of this Agreement were the result of
                negotiations between the Consenting Noteholder and the
                Company.

            


    

     

    
      	(f)  	
              Neither
                the Consenting Noteholder nor anyone acting on its behalf has received
                or
                is entitled to receive any commission or remuneration directly or
                indirectly in order to solicit or facilitate the Exchange
                Offer.

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	(g)  	
              This
                Agreement represents the only agreement or arrangement between the
                Company, on the one hand, and the Consenting Noteholder on the other
                hand,
                with respect to the Exchange Offer.

            


    

     

    6.  Representations
      of the Company.
      The
      Company represents and warrants to the Consenting Noteholders as
      follows:

     

    
      	(a)  	
              The
                Company has all requisite corporate, power and authority to enter
                into
                this Agreement and to carry out the transactions contemplated hereby,
                and
                to perform its obligations under this
                Agreement;

            


    

     

    
      	(b)  	
              The
                execution and delivery of this Agreement have been duly and validly
                authorized, and all necessary action has been taken to make this
                Agreement
                a legal, valid and binding obligation of the Company, enforceable
                in
                accordance with its terms;

            


    

     

    
      	(c)  	
              Subject
                to the accuracy of the representations and warranties of the Consenting
                Noteholders contained in Section 5 hereof and of the Company, the
                issuance
                of New Notes is exempt from the registration and prospectus delivery
                requirements of the Securities Act;


            


    

     

    
      	(d)  	
              There
                is no broker, investment banker, financial advisor, finder or other
                person
                which has been retained by or is authorized to act on behalf of such
                Company who might be entitled to any fee or commission for which
                the
                Consenting Noteholders will be liable in connection with the execution
                of
                this Agreement or the transactions contemplated
                hereby;

            


    

     

    
      	(e)  	
              The
                Company is not in violation of (i) any provision of the charter or
                bylaws
                of the Company, (ii) (other than with respect to any Defaults or
                Events of
                Default referred to above) any of the terms, conditions or provisions
                of
                any material note, bond, mortgage, indenture, license, contract,
                agreement
                or other instrument or obligation to which the Company or any of
                its
                subsidiaries is a party or by which any of them or any of their properties
                or assets may be bound, or (iii) order, writ, injunction, decree,
                statute,
                law, rule or regulation applicable to the Company, any of its subsidiaries
                or any of their respective properties or
                assets;

            


    

     

    
      	(f)  	
              There
                is no action, suit, proceeding, inquiry or other investigation before
                or
                    brought by any court or governmental agency or body, domestic
                or foreign,
                now pending, or, to the knowledge of the Company or any subsidiary,
                threatened, against or affecting the Company or its subsidiaries
                (other
                than any such action, suit, proceeding, inquiry or investigation
                as may
                relate to the Notes or any Default or alleged Default or Event of
                Default
                or alleged Event of Default) which, singly or in the aggregate, would
                materially and adversely the properties or assets of the Company
                and its
                subsidiaries;

            


    

     

    
      	(g)  	
              The
                Company and its Affiliates have not, directly or indirectly, solicited
                any
                offer to buy, sold or offered to sell or otherwise negotiated in
                respect
                of, and will not, directly or indirectly, solicit any offer to buy,
                sell
                or offer or otherwise negotiate in respect of, in the United States
                or to
                any United States citizen or resident, any security which is or would
                be
                integrated with the New Notes in a manner that would require the
                New Notes
                to be registered under the Securities Act;


            


    

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	(h)  	
              On
                or prior to the date hereof, the Company has received signed commitments
                from a lender or lenders, subject to customary conditions, sufficient
                to
                enable it to amend, substitute, replace or refinance its existing
                senior
                credit facilities.

            


    

     

    7.  Additional
      Notes Subject.
      Nothing
      in this Agreement shall be deemed to limit or restrict the ability or right
      of
      any Consenting Noteholder from acquiring any additional Notes (the "Additional
      Notes") from and after the issuance of the press release referenced in Section
      9(a) of this Agreement; provided,
      however,
      that in
      the event that any Consenting Noteholder acquires any Additional Notes after
      such time and prior to the Settlement Date, such Additional Notes shall
      immediately upon acquisition, and without further action on the part of the
      Company or the Consenting Noteholders, become subject to the terms and
      conditions of this Agreement. Each Consenting
      Noteholder shall as promptly as practicable notify the Company
      of any
      such acquisition, and the Consenting Noteholder agrees to execute and deliver
      within five (5) business days of the closing of such acquisition any additional
      documents that the Company
      shall
      request to evidence that such Additional Notes are subject to the provisions
      of
      this Agreement as of the date of acquisition.

     

    8.  No
      Transfer.
      Except
      as set forth below, each Consenting Noteholder agrees, without the prior written
      consent of the Company, not to sell, transfer, assign or otherwise dispose
      of
      any Notes, including any Additional Notes, on or prior to the Settlement Date,
      unless the transferee accepts such Notes subject to the terms of this Agreement.
      In the event that a Consenting Noteholder transfers Notes on or prior to the
      Settlement Date, such transferee shall comply with and be subject to the terms
      of this Agreement, including but not limited to, the Consenting Noteholder's
      obligations to tender the Notes pursuant to the Exchange Offer and consent
      to
      the Proposed Indenture and the Waiver, and as a condition precedent to the
      transfer, execute a signature page hereto upon which it shall become a party
      hereto and a Consenting Noeteholder hereunder. Any sale, transfer, assignment,
      or other disposition of any Notes in violation of this Section shall be void
      ab
      initio. Concurrently with any such transfer, a Consenting Noteholder shall
      notify the Company pursuant to the notice provisions contained in Section 13
      hereof, in writing, of such transfer and promptly thereafter provide the
      executed documents as provided for in this paragraph.

     

    9.  Other
      Agreements of the Company.
      (a)
      The
      Company will issue a press release or press releases reasonably acceptable
      to
      the Consenting Noteholders announcing its intention to conduct the Exchange
      Offer and the receipt of its commitment to the refinancing of its senior credit
      facilities not later than 8:00 a.m. (New York Time) on March 12, 2007; and
      will
      file or furnish such press release to the SEC on Form 8-K promptly thereafter,
      which Form 8-K will include as an exhibit this Agreement. The Company shall
      provide the Consenting Noteholders a draft of such announcement or announcements
      at least 24 hours prior to release, and in any event shall provide the
      Consenting Noteholders a reasonable opportunity to review and comment on such
      press release or releases.

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

       

    

    (b)  The
      Company will reimburse the Consenting Noteholders for all reasonable
      out-of-pocket fees and expenses of Bingham McCutchen LLP, counsel to the
      Consenting Noteholders, and of one counsel to the Trustee, incurred by the
      Consenting Noteholders (i) prior to the date hereof in connection with their
      analysis and assertion of Defaults and Events of Default and (ii) subsequent
      to
      the date hereof and prior to the Settlement Date in connection with the
      transactions contemplated by this Agreement (including, for the avoidance of
      doubt, the reasonable fees and expenses of Bingham McCutchen LLP with respect
      to
      the review and comment on, and negotiation with respect to, this
      Agreement).

     

    (c)  The
      Company will pay accrued interest on the Notes to the Consenting Noteholders
      in
      cash on the Settlement Date.

     

    (d)  The
      Company will use its reasonable best efforts (i) to effect the qualification
      of
      the indenture for the New Notes under the Trust Indenture Act of 1939 and (ii)
      to enable the Exchange Offer to be exempt from the registration requirements
      under the Securities Act of 1933, as amended. 

     

    10.  Not
      an
      Amendment or Waiver.
      It is
      acknowledged and agreed, that except as expressly provided for herein, the
      entering into this Agreement does not constitute a full or partial amendment
      or
      waiver of any of such Consenting Noteholder's rights or remedies under the
      Indenture, the Notes or at law or otherwise, and each Consenting Noteholder
      hereby reserves such rights and remedies.

     

    11.  Termination
      of Agreement.
      (a)
      This
      Agreement may be terminated by the Company or Consenting Noteholders
      beneficially owning at least 70% of the aggregate principal amount of the Notes
      held by all Consenting Noteholders by notice by the Company or the Consenting
      Noteholders, as applicable, to the other, (i) upon the breach by the
      non-terminating party of any of the representations, warranties or covenants
      in
      this Agreement and (ii) at any time from and after April 10, 2007 in the event
      that the Settlement Date has not occurred on or prior thereto; provided,
      however, that the right to terminate this Agreement shall not be available
      to
      the Company or the Consenting Noteholders where the failure of the Settlement
      Date to so occur has resulted from the breach by the party wishing to terminate
      of its respective obligations hereunder.

     

    (b)  None
      of
      the representations, warranties and agreements contained herein shall survive
      the termination of this Agreement or the consummation of the Exchange Offer,
      unless the termination pursuant to (a)(ii) above is being challenged by one
      of
      the parties hereto and specific performance is being pursued pursuant to
      paragraph 14 below .

     

    12.  Amendments
      and Waivers.
      This
      Agreement may not be modified, amended, or supplemented or any provision herein
      waived without the prior written consent of the Company and the Consenting
      Noteholders of at least a majority in aggregate principal amount of the Notes
      held by all Consenting Noteholders.

     

    13.  Notices.
      All
      notices, requests, consents and other communications hereunder shall be in
      writing, shall be addressed to the receiving party's address set forth herein,
      or to such other address as a party may designate by written notice hereunder,
      and shall be either (i) delivered by hand, (ii) made by facsimile transmission,
      (iii) sent by overnight courier, or (iv) sent by registered or certified mail,
      return receipt requested, postage prepaid.

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

       

    

    If
      to the
      Company, to:

     

    Spectrum
      Brands, Inc.

    Six
      Concourse Parkway

    Suite
      3300 

    Atlanta,
      Georgia 30328

    Attention:
      General Counsel

    


    If
      to the
      Consenting Noteholders, to:

    


    The
      addresses noted on Exhibit B hereto.

     

    All
      notices, requests, consents and other communications hereunder shall be deemed
      to be received (i) if by hand, at the time of the delivery thereof to the
      receiving party at the address of such party, set forth herein, (ii) if made
      by
      facsimile transmission, at the time that the receipt thereof has been
      acknowledged by electronic confirmation or otherwise, (iii) if sent by overnight
      courier, on the next business day following the day such written notice is
      delivered to the courier service, or (iv) if sent by registered or certified
      mail, return receipt requested, postage prepaid, on the third business day
      following the day such mailing is mailed.

    


    14.  Governing
      Law; Jurisdiction.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, without regard to any conflicts of law provisions. By its
      execution and delivery of this Agreement, each of the parties hereto irrevocably
      and unconditionally agrees for itself that any legal action, suit or proceeding
      against it with respect to any matter under or arising out of or in connection
      with this Agreement or for recognition or enforcement of any judgment rendered
      in any such action, suit or proceeding, may be brought in the United States
      District Court for the Southern District of New York. By execution and delivery
      of this Agreement, each of the parties hereto irrevocably accepts and submits
      itself to the nonexclusive jurisdiction of such court, generally and
      unconditionally, with respect to any such action, suit or
      proceeding.

     

    15.  Specific
      Performance.
      It is
      understood and agreed by each of the parties hereto that any breach of this
      Agreement would give rise to irreparable harm for which money damages would
      not
      be an adequate remedy and accordingly, and the parties hereto agree that in
      addition to any other remedies, each party shall be entitled to enforce the
      terms of this Agreement by a decree of specific performance or injunctive relief
      without the necessity of proving the inadequacy of money damages as a remedy
      or
      posting a bond or other security.

     

    16.  Headings.
      The
      headings of the sections of this Agreement are inserted for convenience only
      and
      shall not affect the interpretation of this Agreement.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    17.  Successors
      and Assigns.
      This
      Agreement is intended to bind and inure to the benefit of the parties hereto
      and
      their respective successors, assigns, heirs, executors, administrators and
      representatives.

     

    18.  Entire
      Agreement.
      This
      Agreement constitutes the entire agreement of the parties hereto with respect
      to
      the subject matter of this Agreement and supersedes all other prior
      negotiations, agreements, and understandings, whether written or oral, among
      the
      parties with respect to the subject matter of this Agreement.

     

    19.  Counterparts.
      This
      Agreement may be executed and delivered (including by facsimile transmission)
      in
      one or more counterparts, each of which shall be deemed an original and all
      of
      which shall constitute one and the same Agreement.

     

    20.  No
      Third-Party Beneficiaries.
      This
      Agreement shall be solely for the benefit of the parties hereto and no other
      person or entity shall be a third-party beneficiary of this
      Agreement.

     

    21.  Severability.
      Any
      term or provision of this Agreement that is invalid or unenforceable in any
      jurisdiction, shall, as to that jurisdiction, be ineffective to the extent
      of
      such invalidity or unenforceability without rendering invalid or unenforceable
      the remaining terms and provisions of this Agreement or affecting the validity
      or enforceability of any of the terms or provisions of this Agreement in any
      other jurisdiction. If any provision of this Agreement is so broad as to be
      unenforceable, the provision shall be interpreted to be only so broad as is
      enforceable.

     

    22.  Expenses.
      Except
      as otherwise provided herein, each of the parties hereto shall pay its own
      expenses in connection with this Agreement and the transactions contemplated
      hereby.

     

    23.  Public
      Announcements.
      Without
      the prior written consent of the Company, no Consenting Noteholder shall issue,
      and each Consenting Noteholder shall instruct its officers, directors,
      affiliates, associates, employees, investment bankers, attorneys and other
      advisers or representatives not to issue, any press release to a non-affiliated
      third party with regard to this Agreement or any of the transactions
      contemplated herein, except to the extent disclosure may be required by
      applicable law or stock exchange or inter-dealer quotation system rules
      applicable to a party (subject to giving the Company written notice of the
      intention to make such disclosure prior to such disclosure) or except to the
      extent such information has already been publicly disclosed by a non-affiliated
      person.

     

    24.  Certain
      Terms.
      The
      term “affiliate” as used hereunder shall mean
      with
      respect to a specified person or entity, a person or entity that directly or
      indirectly, through one or more intermediaries, controls, or is controlled
      by,
      or is under common control with, the person or entity specified.

     

    BEFORE
      EXECUTING THIS AGREEMENT, THE CONSENTING NOTEHOLDER SHOULD CONSULT WITH ITS
      TAX
      AND LEGAL ADVISORS REGARDING THE CONSEQUENCES OF THE EXCHANGE OFFER AND
      OWNERSHIP OF THE NEW NOTES.

     

    The
      balance of this page has been intentionally left
      blank.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF, each of the parties has caused this Agreement to be executed
      and delivered by its duly authorized officer as of the date first above
      written.

     

    
      	 	 	 
	ISSUER/COMPANY: 	
              SPECTRUM
                BRANDS, INC.

            
	 
 	 
 	 
 
	
            	By:  	/s/
              Randall J. Steward
	 	
              

              Name:
                Randall J. Steward

            
	 	
              Title:
                Executive Vice President and Chief 
                  Financial
                  Officer

              

            


    

     

    
      	 	 	 
	
              HOLDERS: 

            	
              SANDELMAN
                PARTNERS, LP

            
	 
 	 
 	 
 
	
            	By:  	
              //s//

            
	 	
              

              Name:
                

            
	 	
              Title:

            


    

     

    
      	 	 	 
	
            	
              In
                its capacity as investment manager with discretionary authority in
                respect
                of:

               

              
                SANDELMAN
                  PARTNERS MULTI- STRATEGY MASTER FUND,
                  LTD.

              

            
	 
 	 
 	 
 
	
            	 	
            
	 	Principal
              amount of Notes Held: $150,710,000
	 	
              Held
                in DTC Participant Code: 0005, 0573, 0050

               

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	
            	
              SANDELL
                ASSET MANAGEMENT CORP.

            
	 
 	 
 	 
 
	
            	By:  	
              //s//

            
	 	
              

              Name:
                

            
	 	
              Title:

            


    

     

    
      	 	 	 
	
            	
              
                In
                  its capacity as investment manager with discretionary authority
                  in respect
                  of:

                 

                
                  CASTLERIGG
                    MASTER INVESTMENTS, LTD.

                

              

            
	 
 	 
 	 
 
	
            	 	
            
	 	
              Principal
                amount of Notes Held: $26,000,000

              
                Held
                  in DTC Participant Code:
                  7378

              

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    EXHIBIT
      B

     

    CONSENTING
      NOTEHOLDERS

     

    
      	
              Name

            	 	
               Address

            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A


     

    SPECTRUM
      BRANDS, INC.

    2013
      Toggle PIK Exchange Notes

    Summary
      of Terms and Conditions

    [Capitalized
      terms not otherwise defined herein have the same meanings

    as
      specified therefor in the Indenture]

     

    
      
        	
                ISSUER:

              	 	
                Spectrum
                  Brands, Inc. (f/k/a Rayovac Corporation), a Wisconsin corporation
                  (the
                  "Issuer").

              
	 	 	 
	
                GUARANTORS:

              	 	
                Same
                  as in the Indenture.

              
	 	 	 
	
                TRUSTEE:

              	 	
                Wells
                  Fargo Bank, N.A. (the "Trustee").

              
	 	 	 
	
                INTEREST PAYMENT
                  DATES:

              	 	
                April
                  1 and October 1.

              
	 	 	 
	
                UNSECURED
                  TOGGLE- PIK NOTES:

              	 	
                An
                  aggregate principal amount of up to U.S. $350 million will be available
                  through the New Notes (the "Unsecured
                  Toggle-PIK Notes").

              
	 	 	 
	
                COUPON
                  SCHEDULE:

              	 	
                Provisions
                  for payment of interest and coupon shall be as further described
                  on
                  Schedule A attached hereto.

              
	 	 	 
	
                MATURITY:

              	 	
                The
                  Unsecured Toggle-PIK Notes shall be subject to repayment of all
                  amounts
                  outstanding, plus
                  accrued interest, on October 2, 2013.

              
	 	 	 
	
                ELECTION
                  NOTIFICATION
                  DATE:

              	 	
                The
                  election notification date with respect to an Interest Period will
                  be the
                  second trading day preceding the first day of the Interest
                  Period.

              
	 	 	 
	
                INTEREST
                  PERIOD:
                  

              	 	
                An
                  Interest Period shall mean the period commencing on and including
                  an
                  interest payment date and ending on and including the day immediately
                  preceding the next succeeding interest payment date.

              
	 	 	 
	
                MINIMUM
                  VALUE
                  FOR PIK PAY
                  OPTION
                  CALCULATION:

              	 	
                 

                Commences
                  10 Trading days prior to the Election Notification
                  Date.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                MINIMUM
                  EQUITY
                  VALUE
                  FOR PIK
                  PAY
                  OPTION:

              	 	
                 

                Closing
                  price of SPC common stock must close greater than, for each of
                  the 10
                  consecutive trading days prior to the election notification date
                  for
                  interest payments on the following dates: (a) $3.00 for October
                  1, 2007,
                  April 1, 2008 and October 1, 2008; (b) $4.00 for April 1, 2009
                  and October
                  1, 2009; and (c) $5.00 for April 1, 2010 and October 1, 2010. Post
                  October
                  1, 2010, no PIK option.

              
	 	 	 
	
                OPTIONAL
                  REDEMPTION
                  SCHEDULE:

              	 	
                As
                  further described on Schedule A attached hereto.

              
	 	 	 
	
                ASSET
                  SALES:

              	 	
                Same
                  as in the Indenture.

              
	 	 	 
	
                CHANGE
                  OF CONTROL:

              	 	
                Redemption
                  premium equivalent to the optional redemption premium.

              
	 	 	 
	
                SECTION
                  4.09,
                  INCURRENCE
                  OF INDEBTEDNESS;
                  CLAUSES
                  (b)(i)
                  AND (b)(viii):

              	 	
                 

                 

                Not
                  to exceed $1.6 billion; and $50 million. 

              
	 	 	 
	
                EVENTS
                  OF DEFAULT:

              	 	
                Same
                  as in the Indenture.

              
	 	 	 
	
                WAIVERS
                  AND AMENDMENTS:

              	 	
                Same
                  as in the Indenture.

              


      

    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    Schedule
      A

    Unsecured
      Toggle Note 

    Coupon
      Schedule,

    Toggle
      Interest 

    and

    Optional
      Redemption Schedule

    


    
      	 	 	
              100%
                Cash Pay Note

            	 	
              PIK

            	 
	 	 	 	 	 	 
	
              Coupon
                Schedule

            	 	 	 	 	 
	
              While
                Company is below 2:1 Fixed Charge Coverage Ratio

            	 	 	 	 	 
	
              Effective
                Date through April 1, 2007

            	 	
              11.00%

            	 	
              11.50%

            	 
	
              April
                2, 2007 through October 1, 2007

            	 	
              11.25%

            	 	
              11.75%

            	 
	
              October
                2, 2007 through April 1, 2008

            	 	
              11.50%

            	 	
              12.00%

            	 
	
              April
                2, 2008 through October 1, 2008

            	 	
              12.00%

            	 	
              12.50%

            	 
	
              October
                2, 2008 through April 1, 2009

            	 	
              12.50%

            	 	
              13.00%

            	 
	
              April
                2, 2009 through October 1, 2009

            	 	
              12.75%

            	 	
              13.25%

            	 
	
              October
                2, 2009 through April 1, 2010

            	 	
              13.50%

            	 	
              14.00%

            	 
	
              April
                2, 2010 through October 1, 2010

            	 	
              13.75%

            	 	
              14.25%

            	 
	
              October
                2, 2010 through April 1, 2011

            	 	
              14.00%

            	 	
              Cash
                Pay thereafter

            	 
	
              April
                2, 2011 through October 1, 2011

            	 	
              14.25%

            	 	 	 
	
              October
                2, 2011 through April 1, 2012

            	 	
              14.50%

            	 	 	 
	
              April
                2, 2012 through October 1, 2012

            	 	
              14.75%

            	 	 	 
	
              October
                2, 2012 through April 1, 2013

            	 	
              15.00%

            	 	 	 
	
              April
                2, 2013 through October 1, 2013

            	 	
              15.25%

            	 	 	 
	 	 	 	 	 
	
              As
                soon as the Company is Above 2:1 Fixed Charge Coverage
                Ratio

            	 	 	 	
              The
                then applicable rate increases by 100 bps

            
	 	 	 	 	 	 
	
              Optional
                Redemption Schedule

            	 	 	 	 	 
	
              Effective
                Date through Sept 31, 2007

            	 	
              110%
                of face plus accrued

            	 	
              110%
                of face plus accrued

            	 
	
              October
                1, 2007 through Sept 31, 2008

            	 	
              109%
                of face plus accrued

            	 	
              109%
                of face plus accrued

            	 
	
              October
                1, 2008 through Sept 31, 2009

            	 	
              102%
                of face plus accrued

            	 	
              102%
                of face plus accrued

            	 
	
              October
                I, 2009 through Sept 31, 2010

            	 	
              101%
                of face plus accrued

            	 	
              101%
                of face plus accrued

            	 
	
              October
                1, 2010 and thereafter

            	 	
              100%
                of face plus accrued

            	 	
              100%
                of face plus accrued