spect10.htm


    Exhibit 10.1

     

    
      
        	
                GENERAL
      ELECTRIC CAPITAL CORPORATION

                201
      Merritt 7

                Norwalk,
      CT  06856

              


      

      


      CONFIDENTIAL

      


      June
15, 2009

      


      Spectrum
Brands, Inc.

      Six
Concourse Parkway

      Suite
3300

      Atlanta,
GA 30328

      Attention:
Chief Financial Officer

      


                                                    
Re:           Commitment
Letter

      


      Ladies
and Gentlemen:

      


      You
have advised General Electric Capital Corporation (“GE Capital”, “Agent”, “we” or “us”) that Spectrum
Brands, Inc. (the “Company” or “you”), together with
certain of its subsidiaries (the “Subsidiary Loan
Parties”, and together with the Company, collectively the “Loan Parties”), as
the reorganized debtors under a plan of reorganization (the “Plan of
Reorganization”) to be confirmed in Case No. 09-50455 (the “Bankruptcy Case”)
commenced under Chapter 11 of the Bankruptcy Code in the United State Bankruptcy
Court for the Western District of Texas, San Antonio Division (the “Bankruptcy Court”),
are seeking up to $242 million of financing (the “Financing”) in
connection with the consummation of the Plan of Reorganization (the transactions
under the Plan of Reorganization and the Financing are collectively referred to
herein as the “Transaction”).  Capitalized terms used herein without
definition have the meanings assigned to such terms in the Term Sheet
attached hereto as Exhibit A (the “Term Sheet”, and
together with this letter, this “Commitment
Letter”).

       

      We
anticipate that the Loan Parties are domestic operating companies that directly
own substantially all of the assets used in their respective
businesses.  We further anticipate that, upon consummation of the Plan
of Reorganization, the Loan Parties will not have any material indebtedness
other than (i) the Term Credit Facility (as defined in the Term Sheet) in a
principal amount of up to approximately $1.4 billion and, (ii) senior
subordinated notes in an aggregate principal amount of $218,076,045 (‘the “Senior Notes”) and
(iii) the Financing.

      


      You
have asked that the Financing be provided under senior secured asset-based
revolving credit facilities consisting of (i) $197 million of revolving loans,
including a $60 million sub-facility available for the issuance of commercial or
stand-by letters of credit, and with up to $30 million of such revolving loans
available as swing line loans, (ii) a “first-in, last-out” supplemental loan, in
respect of which GE Capital will act as fronting lender, in the amount of up to
$45 million, and (iii) up to $103 million of additional revolving loan
facilities as may be made available subject to the terms and conditions set out
in the Term Sheet.

      


      Based
on our understanding of the Transaction as described above and the information
which you have provided to us to date, GE Capital is pleased to advise you of
its commitment (a) to act as a Supplemental

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Loan
Lender and (b) to provide (i) $197 million of revolving loans under the Senior
Revolving Credit Facility and (ii) up to $15 million of additional revolving
loans under one or more Incremental Facilities, in each case upon the terms and
subject to the conditions set out in this Commitment Letter and the fee letter
dated as of the date hereof between the Company and GE Capital (the “Fee
Letter”).  GE Capital’s affiliate, GE Capital Markets, Inc.
(“GECM”), shall
act as the sole lead arranger and sole bookrunner with respect to the
Financing.

      


      GE
Capital reserves the right, in consultation with you, prior to and after the
execution of the closing of the Financing, to syndicate all or a portion of its
commitments under this Commitment Letter or its loans and commitments under the
Financing documentation, as the case may be, to one or more banks, financial
institutions or other institutional lenders reasonably acceptable to you
pursuant to a syndication to be managed by GECM (such syndication in an
aggregate amount of up to $100 million, the “Primary
Syndication”); provided, however, that GE
Capital’s commitment herein is not subject to the successful completion of the
Primary Syndication.  GE Capital agrees that it may not assign all or
any portion of its commitments hereunder prior to the date of the initial
funding under the Financing without the prior consent of the Company (such
consent not to be unreasonably withheld or delayed), except to any of its
affiliates; provided that any
such assignment will not relieve GE Capital from any of its obligations
hereunder unless and until such assignee shall have funded the portion of the
commitment so assigned.  Any assignments of GE Capital’s loans and
commitments under the Financing documentation entered into to complete the
Primary Syndication shall not be subject to the consent, minimum amounts and fee
provisions set forth in the assignment provisions of the Financing
documentation.  GECM may commence the Primary Syndication promptly
after your acceptance of this Commitment Letter and the Fee Letter.

      


      The
Company agrees that, except as expressly provided for in this Commitment Letter
or the Fee Letter, without the prior written consent of GE Capital (i) no
additional agents, co-agents, co-arrangers or co-bookrunners shall be appointed,
or other titles conferred to any person or entity, in respect of the Financing,
and (ii) no other lender under the Financing shall receive any compensation of
any kind for its participation in the Financing.

      


      If
requested by GECM, the Company agrees to use commercially reasonable efforts to
assist and cooperate with (and cause its affiliates and advisors to assist and
cooperate with) GE Capital and GECM in effecting and completing a syndication of
the Financing, reasonably satisfactory to GE Capital and to you, including,
participating in bank and other relevant meetings, preparing and providing to
GECM all information relating to the Financing, using commercially reasonable
efforts to ensure that GECM’s syndication efforts benefit from your existing
banking relationships, and assisting GECM in the preparation of a confidential
information memorandum, presentations and other Evaluation Material (as defined
below) to be used in connection with the Primary Syndication and confirming the
completeness and accuracy of such materials. The Evaluation Material shall
include a version of the confidential information memorandum, presentation and
other information materials consisting exclusively of information that is either
publicly available with respect to the Company or its affiliates, or that is not
material with respect to the Company or its affiliates and their respective
securities for purposes of U.S. federal and state securities
laws.  You also hereby agree that you will (a) identify in writing
(and cause your affiliates to identify in writing) and (b) clearly and
conspicuously mark such Evaluation Material that does not contain any such
material non-public information referred to in the prior sentence as “PUBLIC”.
You hereby agree that by identifying such Evaluation Material pursuant to clause
(a) of the preceding sentence and marking Evaluation Material as “PUBLIC”
pursuant to clause (b) of the preceding sentence and/or publicly filing any
Evaluation Material with the Securities and Exchange Commission, then any
prospective Lenders or other persons who receive such material shall be entitled
to treat such Evaluation Material as not containing any material non-public
information with respect to the Company

       

       

      
        
          
          

        

        
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      and
its affiliates for purposes of U.S. federal and state securities
laws.  You further acknowledge and agree that the following documents
and materials shall be deemed to be PUBLIC, whether or not so marked, and do not
contain any material non-public information: term sheets with respect to the
Financing and the Transaction, and administrative materials of a customary
nature prepared by GE Capital or GECM for prospective lenders, such as a lender
meeting invitation, bank allocation, if any, and funding and closing
memorandum.  Before distribution of any Evaluation Material, you agree
(or agree to cause your affiliates) to execute and deliver to us a letter in
which you authorize distribution of the Evaluation Material to prospective
lenders and their employees willing to receive material non-Public information,
and a separate letter in which you authorize distribution of Evaluation Material
that does not contain material non-public information and represent that no
material non-public information is contained therein.

      


      Until
the earlier of (a) the completion of the Primary Syndication and (b) three
months from the Closing Date, you shall not (and shall cause your affiliates not
to), without the prior written consent of GECM, offer, issue, place, syndicate
or arrange any debt or preferred equity securities or debt facilities (including
any renewals, restatements, restructuring or refinancings of any existing debt
or preferred equity securities or debt facilities), attempt or agree to do any
of the foregoing, announce or authorize the announcement of any of the
foregoing, or engage in discussion concerning any of the foregoing, other than,
in each case, the Senior Notes.

      


      You
hereby represent and covenant (and it is a condition to GE Capital’s commitment
hereunder) that (a) all information, taken as a whole, other than the financial
information and projections (including financial estimates, forecasts and other
forward-looking information, the “Projections”) and
other than general economic or specific industry information (the “Information”), that
has been or will be made available to us, GECM and/or the lenders by you or any
of your affiliates or representatives was or will be, when furnished, complete
and correct in all material respects and did not or will not, when furnished,
contain any untrue statement of a material fact or omit to state a material fact
necessary in order to make the statements contained therein not materially
misleading in light of the circumstances under which such statements were or are
made and (b) the Projections that have been or will be made available to us by
you or any of your affiliates or representatives have been or will be prepared
in good faith based upon reasonable assumptions (it being understood and agreed
that financial projections are not a guarantee of financial performance and
actual results may differ from financial projections and such differences may be
material).  You agree that if at any time prior to the closing of the
Financing any of the representations in the preceding sentence would be
incorrect if the Information were being furnished, and such representations were
being made, at such time, then you will promptly supplement the Information so
that such representations will be correct under those circumstances (it being
understood that any Projections, including any updates or supplements thereto,
prepared by the Company after the date hereof shall be promptly furnished to GE
Capital and GECM).  You understand that in arranging and syndicating
the Financing GECM may use and rely on the Information and Projections without
independent verification thereof.

      


      You
hereby authorize and agree, on behalf of yourself and your affiliates, that the
Information, the Projections and all other information provided by or on behalf
of you and your affiliates to GE Capital and GECM regarding you, your
affiliates, the Transaction and the other transactions contemplated hereby in
connection with the Financing (collectively, “Evaluation Material”)
may be disseminated by or on behalf of GE Capital or GECM, and made available,
to prospective lenders and other persons, who have agreed to be bound by
customary confidentiality undertakings (including, “click-through” agreements),
all in accordance with GECM’s standard loan syndication practices (whether
transmitted electronically by means of a website, e-mail or otherwise, or made
available orally or in writing, including at prospective lender or other
meetings).  You hereby further authorize GECM to download copies of
your logos from

       

      
        
          
          

        

        
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      your
websites and post copies thereof on an Intralinks® or similar workspace and use
such logos on any confidential information memoranda, presentations and other
marketing and materials prepared in connection with the Primary Syndication in a
manner consistent with industry practice.

      


      The
Company hereby acknowledges and agrees that GECM may provide to industry trade
organizations information with respect to the Financing that is necessary and
customary for inclusion in league table measurements.

      


      GE
Capital’s commitment hereunder is subject only to the following: (i) the
execution and delivery of final legal documentation customary for financings of
this type incorporating the terms set forth in this Commitment Letter and
otherwise reasonably acceptable to GE Capital and the Company, (ii) the absence, during the period from the
date hereof to the closing and initial funding of the Financing, of any material
disruption of, or material adverse change in, loan syndication or capital markets conditions,
(iii) GECM having been afforded a period of at least 35 consecutive days
following the date hereof (it being understood that, upon the Company’s request,
GECM shall be afforded fewer than 35 consecutive days if all other conditions to
the closing of the Financing have been met) and (iv) the other conditions set
forth in the Term Sheet and your compliance in all material respects with the
terms and provisions of this Commitment Letter and the Fee Letter.

      


      By
signing this Commitment Letter, each party acknowledges that this Commitment
Letter supersedes any and all discussions and understandings, written or oral,
between or among GE Capital and any other person as to the subject matter
hereof.  No amendments, waivers or modifications of this Commitment
Letter or any of its contents shall be effective unless expressly set forth in
writing and executed by the parties hereto.

      


      This
Commitment Letter is being provided to you on the condition that, except as
required by law (including, without limitation, in connection with any filing
with the Bankruptcy Court in the Bankruptcy Case and to the United States
Trustee), or as otherwise consented to by GE Capital, neither it, the Fee
Letter, nor their contents will be disclosed publicly or privately except to the
Supplemental Loan Participants, the Administrative Agent for the Senior Secured
Lenders, the Official Committee of Equity Security Holders and their respective
advisors, and to those individuals who are your officers, employees or advisors
who have a need to know of them as a result of their being specifically involved
in the Transaction under consideration and then only on the condition that such
matters may not, except as required by law, be further disclosed.  No
person, other than the parties signatory hereto, is entitled to rely upon this
Commitment Letter or any of its contents.  No person shall, except as
required by law, use the name of, or refer to, GE Capital, or any of its
affiliates, in any press release, advertisement or public disclosure made in
connection with the Transaction without the prior written consent of GE
Capital.

      


      Regardless
of whether the commitment herein is terminated or the Transaction or the
Financing closes, the Company agrees to pay upon demand to GE Capital all
reasonable and documented out-of-pocket expenses (“Transaction
Expenses”) which may be incurred by GE Capital or GECM in connection with
the Financing or the Transaction (including all reasonable out-of-pocket legal,
environmental, and other consultant costs and fees incurred in the preparation
of this Commitment Letter, the Fee Letter, and evaluation of and documenting of
the Financing and the Transaction). The Company’s reimbursement obligation
hereunder shall apply whether or not the Financing closes, and GE Capital’s
right to receive reimbursement of all costs and expenses incurred in connection
with the Financing shall be entitled to priority as an administrative claim
under Section 503(b)(1) of the Bankruptcy Code, and shall be payable upon demand
by GE Capital without any further order of the Bankruptcy Court, whether or not
the Financing closes.  Regardless of whether the commitment herein is
terminated or the Transaction or the Financing closes, the Company shall
indemnify and hold harmless each of GE Capital, GECM, the

       

      
        
          
          

        

        
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      Lenders,
their respective affiliates, and the directors, officers, employees, agents,
attorneys and representatives of any of them (each, an “Indemnified Person”),
from and against all suits, actions, proceedings, claims, damages, losses (other
than lost profits), liabilities and expenses (including, but not limited to,
reasonable out-of-pocket attorneys’ fees and disbursements and other costs of
investigation or defense, including those incurred upon any appeal), which may
be instituted or asserted against or incurred by any such Indemnified Person in
connection with, or arising out of, this Commitment Letter, the Fee Letter, the
Financing or the Transaction under consideration, the documentation related
thereto, any other financing related thereto, any actions or failures to act in
connection therewith, and any and all environmental liabilities and legal costs
and expenses arising out of or incurred in connection with any disputes between
or among any parties to any of the foregoing, and any investigation, litigation,
or proceeding related to any such matters.  Notwithstanding the
preceding sentence, indemnitors shall not be liable for any indemnification to
an Indemnified Person to the extent that any such suit, action, proceeding,
claim, damage, loss, liability or expense results from that Indemnified Person’s
gross negligence or willful misconduct, as finally determined by a court of
competent jurisdiction.  Under no circumstances shall GE Capital,
GECM, the Company or any of their respective affiliates be liable to each other
or any other person for any punitive, exemplary, consequential or indirect
damages which may be alleged in connection with this Commitment Letter, the Fee
Letter, the Transaction, the Financing, the documentation related thereto or any
other financing, regardless of whether the commitment herein is terminated or
the Transaction or the Financing closes.

      


      EACH
PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION ARISING UNDER THIS COMMITMENT LETTER, THE FEE LETTER,
ANY TRANSACTION RELATING HERETO OR THERETO, OR ANY OTHER INSTRUMENT, DOCUMENT OR
AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THEREWITH, WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE.  Each party hereto consents
and agrees that the state or federal courts located in New York County, City of
New York, New York, shall have exclusive jurisdiction to hear and determine any
claims or disputes between or among any of the parties hereto pertaining to this
Commitment Letter, the Fee Letter, the Financing or the Transaction under
consideration, any other financing related thereto, and any investigation,
litigation, or proceeding related to or arising out of any such matters; provided, that the
parties hereto acknowledge that any appeals from those courts may have to be
heard by a court (including an appellate court) located outside of such
jurisdiction; provided; further, prior to the
effective date of the Plan of Reorganization, the parties hereto agree that the
Bankruptcy Court presiding over the Bankruptcy Case shall have exclusive
jurisdiction or, if that court does not have subject matter jurisdiction, then
the U.S. District Court for the Southern District of New York or, if that court
does not have subject matter jurisdiction, then any state court located in New
York City.  Each party hereto expressly submits and consents in
advance to such jurisdiction in any action or suit commenced in any such court,
and hereby waives any objection which such party may have based upon lack of
personal jurisdiction, improper venue or inconvenient forum.

      


      This
Commitment Letter is governed by and shall be construed in accordance with the
laws of the State of New York applicable to contracts made and performed in that
state.

      


      GE
Capital and GECM shall have access to all relevant facilities, personnel and
accountants, and copies of all documents which GE Capital may reasonably
request, including business plans, financial statements (actual and pro forma),
books, records, and other documents of each Loan Party.

      


      This
Commitment Letter may be executed in counterparts, each of which shall be deemed
an original and all of which counterparts shall constitute one and the same
document.  Delivery of an executed signature

       

      
        
          
          

        

        
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      page
of this Commitment Letter by facsimile or electronic (including “PDF”)
transmission shall be effective as delivery of a manually executed counterpart
hereof.

      


      This
Commitment Letter shall be of no force and effect unless and until (a) this
Commitment Letter and the Fee Letter are each executed and delivered to the
undersigned on or before 5:00 p.m. New York time on June 15, 2009 at 201
Merritt, 7, Norwalk, Connecticut, 06851 and (b) an Approval Order (as defined below)
has been signed and entered by the Bankruptcy Court in the Bankruptcy
Case.  You hereby agree that you shall file on the date hereof a
motion in the Bankruptcy Case for an order (“Approval
Order”), in form and
substance reasonably satisfactory to GE Capital, authorizing the Company’s
acceptance of, and performance under, this Commitment Letter and the Fee Letter,
which order shall specifically provide that the Company is authorized to pay to
GE Capital the fees referenced in the Fee Letter and to reimburse all reasonable
out-of-pocket costs and expenses incurred in connection with the Financing as
administrative expense claims under Section 503(b)(1) of the Bankruptcy Code,
immediately upon demand by GE Capital without any further order of the
Bankruptcy Court, whether or not the Financing closes.  You agree that
you shall use your reasonable best efforts to obtain the entry of such Approval
Order on the date hereof and you agree that you shall deliver to GE Capital all
documents filed on behalf of you or any of your subsidiaries with the Bankruptcy
Court in connection with the Approval Order.  You hereby agree that any copy of
the Fee Letter filed with the Bankruptcy Court in
connection with
the Approval Order,
the Confirmation Order or otherwise shall be filed under seal
to the maximum extent permitted by the Bankruptcy Court; provided, however, if such filing under seal is not
permitted by the Bankruptcy Court, any such filing of the Fee Letter will be redacted to the maximum
extent permitted by the Bankruptcy Court.  Once effective, GE
Capital’s commitment to provide financing in accordance with the terms of this
Commitment Letter shall cease if the Transaction does not close, or the
Financing is not funded for any reason, on or before September 30, 2009, and,
notwithstanding any further discussions, negotiations or other actions taken
after such date, neither GE Capital nor any of its affiliates shall have any
liability to any person in connection with its refusal to fund the Financing or
any portion thereof after such date.

      


      [remainder
of this page intentionally left blank]

       

      
        
          
          

        

        
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      We
look forward to continuing to work with you toward completing this
transaction.

      


      Our
business is helping yours.

      


      
        
          	 
      	
                  Sincerely,

                	 
      
	 
      	 
      	 
      
	 
      	
                  GENERAL
      ELECTRIC CAPITAL

                
	 
      	
                  CORPORATION

                
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                  By:

                	/s/ Robert E.
      Kelly 
	 
      	
                  Its:

                	
                  Duly
      Authorized Signatory

                


        

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      AGREED
AND ACCEPTED THIS

      15th DAY
OF JUNE, 2009

      


      


      SPECTRUM BRANDS,
INC.,

      a
Wisconsin corporation, on behalf of

      itself
and the other Loan Parties

       

      
         

        
          
            
              	
                      By:

                    	
                      /s/
      Anthony L. Genito 

                    	 
      
	
                      Name:

                    	
                      Anthony
      Genito 

                    	 
      
	
                      Title:

                    	
                      EVP/CFO 

                    	 
      


            

          

        

        


      

      
      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      Exhibit
A

      


      Term
Sheet

      


      See
attached.

       

       

       

       

       

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      Exhibit
A to Commitment Letter

      $242,000,000
Senior Secured Plan-of-Reorganization Revolving Credit Facilities

      


      Summary
of Terms

      June
15, 2009

      


      This
is the Term Sheet described as Exhibit A in that certain letter dated June 15,
2009, of which this Exhibit A is a part.  Capitalized terms used
herein without definition shall have the meanings assigned to such terms in the
letter referenced above or in the Existing Credit Agreement (as defined
below).

      
         

        
          
            

          

        

      

      


      
        
          
            
              
                
                  
                    	
                            Borrower:

                          	
                            Spectrum
      Brands, Inc. (the “Company”).

                          
	 	 
	
                            Guarantors:

                             

                          	
                            Senior
      Credit Facilities (defined below) shall be guaranteed by all existing and
      future domestic direct and indirect subsidiaries of the Company (the
      “Guarantors”, and
      with the Company, each a “Loan
      Party”).

                          
	 	 
	
                            Sole
      Administrative

                          	 
      
	
                            Agent:

                          	
                            General
      Electric Capital Corporation (“GE Capital” or in its
      capacity as administrative agent, the “Administrative
      Agent”).

                          
	 	 
	
                            Sole
      Lead Arranger &

                          	 
      
	
                            Sole
      Book Manager:

                          	
                            GE
      Capital Markets, Inc. (“GECM” or in its capacity
      as arranger, the “Arranger”).

                          
	 
      	 
      
	
                            Lenders:

                             

                          	
                            A
      syndicate of banks, financial institutions and/or institutional lenders
      (including GE Capital), to be arranged by GECM after consultation with the
      Company (collectively, the “Lenders”).

                          
	 	 
	
                            Senior
      Credit Facilities:

                             

                          	
                            Up
      to $242 million pursuant to senior secured plan-of-reorganization
      revolving credit facilities (the “Senior Credit
      Facilities”) consisting of (a) revolving loans (“Revolving Loans”) of up
      to $197 million, subject to availability, including a $60 million
      sub-facility available for commercial or stand-by letters of credit
      (“Letters of
      Credit”), and up to $30 million of the Revolving Loans available as
      swing line loans (“Swingline Loans”) (as
      such amount(s) may be increased by any Incremental Facility provided to
      the Company, the “Senior
      Revolving Credit Facility”) and (b) a “first-in, last-out”
      supplemental loan (the “Supplemental Loan”) in
      respect of which GE Capital will act as fronting lender, in the amount of
      up to $45 million.

                          
	 	 
	 
      	
                            The
      term “Revolving Loans” as used herein (i) includes Swingline Loans, except
      as otherwise provided, and (ii) excludes the Supplemental Loan; provided, however, that
      for the avoidance of doubt, the Supplemental Loan will be part of the
      Senior Credit Facilities and will be an Obligation thereunder, and as
      such, will benefit from certain of the provisions thereof, including the
      security interests granted
thereunder.

                          


                  

                

              

            

          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
 

        
          
            
              
                
                  	
                          Supplemental
      Loan:

                        	
                          The
      Supplemental Loan shall be fronted by GE Capital (in such capacity, “Supplemental Loan
      Lender”), and shall be repaid (as set forth herein) after payment
      in full of the Revolving Loans and all other Obligations due and payable
      under the Senior Revolving Credit Facility; provided, that
      GE Capital’s obligation to fund the Supplemental Loan is conditioned upon
      its receipt of funds equal to a 100% participation in the Supplemental
      Loan pursuant to one or more Supplemental Loan Participation Agreements
      (as defined below) in form and substance reasonably acceptable to the
      Supplemental Loan Lender and the Supplemental Loan
      Participant.

                        
	 
      	 
      
	
                          Incremental
      Facilities:

                           

                        	
                          The
      Company may request one or more increases in the amount of the Senior
      Revolving Credit Facility by an aggregate amount of up to $103 million
      (any such increase, an “Incremental Facility”);
      provided,
      that certain customary conditions are satisfied, including the
      following:

                        
	 	 
	 
      	
                          (a)
      on a pro forma basis for the initial borrowing under any such Incremental
      Facility and the application of the proceeds therefrom, (i) no default or
      event of default has occurred and is continuing (including compliance with
      all financial covenants) and (ii) the Company’s
      Excess Availability (to be defined as domestic, unrestricted cash plus
      excess availability plus suppressed availability (parameters of which are
      to be defined in the definitive documentation)) exceeds the Excess
      Availability Threshold (defined below);

                        
	 	 
	 
      	
                          (b)
      the Company will first seek commitments for any such Incremental Facility
      from existing Lenders and, if additional commitments are needed, from new
      Lenders mutually acceptable to the Company and Administrative Agent, provided, that
      no commitment of any existing Lender may be increased without the consent
      of such Lender;

                        
	 	 
	 
      	
                          (c)
      any such Incremental Facility will be on the same terms and pursuant to
      the same documentation as the Senior Revolving Credit Facility and
      availability thereunder will be subject to the restrictions described
      below; and

                        
	 	 
	 
      	
                          (d)
      proceeds of any Incremental Facility shall be applied first, to
      prepay any amounts outstanding under the Supplemental Loan and second, in
      accordance with the section entitled “Use of Proceeds”
    below.

                        
	 
      	 
      
	
                          Supplemental
      Loan

                        	 
      
	
                          Participants
      and

                        	 
      
	
                          Supplemental
      Loan

                        	 
      
	
                          Participation

                        	 
      
	
                          Agreement:

                        	
                          “Supplemental Loan
      Participant” means D. E. Shaw
      Laminar Portfolios, L.L.C. and its affiliates (“DE Shaw”), Avenue
      Capital and its affiliates (“Avenue”) and Harbinger
      Capital Partners and its affiliates (“Harbinger”).

                        


                

              

            

          

        

         

        
          
            
            

          

          
            Exhibit A-2

            
              

            

          

          
            
            

          

        

        
 

        
          
            
              	 
      	 
      
	 
      	
                      The
      Supplemental Loan Participation Agreement shall contain terms and
      provisions that, inter alia, will have
      the effect of giving the Supplemental Loan Participant (a) voting rights
      equivalent to those set forth in the Ratification and Amendment Agreement,
      dated as of February 5, 2009, by and among the Company, certain
      subsidiaries of the Company and other parties party thereto (the “Ratification Agreement”)
      and (b) the right to receive information provided to each Lender under the
      Senior Revolving Credit Facility (subject to certain limitations to be
      agreed upon).  In addition, the Supplemental Loan Lender will
      grant the Supplemental Loan Participant a buy-out right consistent with
      the corresponding provisions set forth in the Ratification Agreement and
      subject to the payment of any premium set forth in the “Voluntary
      Prepayments” section below.

                    
	 
      	 
      
	
                      Letters
      of Credit:

                       

                    	
                      Letters
      of Credit will be issued by one or more financial institutions that shall
      have agreed to do so upon request of the Company and shall have been
      approved by the Administrative Agent (such approval not to be unreasonably
      withheld or delayed) (the “Issuing Banks”), and
      will expire not later than the earlier of (a) 12 months after the
      date of issuance and (b) the fifth business day prior to the final
      maturity of the Senior Credit Facilities; provided that
      any Letter of Credit may provide (under customary “evergreen” provisions)
      for renewal thereof for additional periods of 12 months (but not beyond
      the date referred to in clause (b) above).

                    
	 	 
	 
      	
                      Drawings
      under any Letter of Credit prior to 1 p.m. EST on any business day shall
      be reimbursed by the Company on the same business day.  To the
      extent the Company does not reimburse any Issuing Bank on the same
      business day, the Lenders will be irrevocably obligated to reimburse such
      Issuing Bank pro rata based upon their commitments under the Senior
      Revolving Credit Facility.

                    
	 	 
	 
      	
                      The
      issuance of all Letters of Credit will be subject to the customary
      procedures of the applicable Issuing Bank.

                    
	 
      	 
      
	
                      Use
      of Proceeds:

                       

                    	
                      Proceeds
      from the Senior Credit Facilities may be used (a) to cash collateralize
      outstanding letters of credit; (b) to pay for goods and services in the
      ordinary course of business; (c) to pay allowed administrative expenses
      and allowed claims in accordance with the plan of reorganization of the
      Company and the Guarantors (the “Plan of
      Reorganization”); (d) to pay costs, expenses and fees in connection
      with the Senior Credit Facilities and (e) for working capital and general
      corporate purposes, including to payoff the existing Debtor in Possession
      revolving credit facility (the “ABL DIP Facility”) and,
      at the option of the Supplemental Loan Lender and upon terms and
      conditions set forth herein, the Supplemental Loan.  Letters of
      Credit will be used to support the Company’s and its Guarantors’ payment
      obligations incurred consistent with past
  practices.

                    


            

          

        

         

        
          
            
            

          

          
            Exhibit A-3

            
              

            

          

          
            
            

          

        

        
 

        
          
            
              
                
                  
                    
                      
                        
                          	
                                  Commitment
      Fee:

                                	
                                  Set
      forth in the Fee Letter.

                                
	 
      	 
      
	
                                  Underwriting
      /

                                	 
      
	
                                  Closing
      Fee:

                                	
                                  Set
      forth in the Fee Letter.

                                
	 	 
	
                                  Letter
      of Credit Fees:

                                   

                                	
                                  A
      fee equal to an annual rate of 4.0% times the average daily maximum
      aggregate amount available to be drawn under all Letters of Credit will be
      payable quarterly in arrears to the Lenders.  In addition, a
      fronting fee, to be agreed upon between an Issuing Bank and the Company,
      will be payable to such Issuing Bank with respect to Letters of Credit
      issued by it, as well as certain customary fees assessed
      thereby.

                                
	 	 
	
                                  Interest
      Rates:

                                   

                                	
                                  (a)
      with respect to the Senior Revolving Credit Facility, at the Company’s
      option, (i) LIBOR + 4.00% with a LIBOR floor of 2.5% and (ii) the Base
      Rate plus 3.00% with a Base Rate floor of 3.5% and (b) with respect to the
      Supplemental Loan, LIBOR + 14.50% with a LIBOR floor of
    3.0%.

                                
	 	 
	 
      	
                                  “Base Rate” means a
      floating rate of interest per annum equal to the highest of the rate last
      quoted by The
      Wall Street Journal (or another national publication selected by
      the Administrative Agent) as the U.S. “Prime Rate,” (b) the federal funds
      rate plus
      50 basis points, and (c) the sum of the three-month LIBOR plus 100 basis
      points.

                                
	 	 
	
                                  Interest
      Payments:

                                   

                                	
                                  On
      the last day of selected interest periods (which shall be one, two, three
      or six months and, if agreed by all Lenders, nine or twelve months,
      provided that the interest rate for one and two month periods shall not be
      less than the three month rate) and upon prepayment (in each case payable
      in arrears and computed on the basis of a 360-day
year).

                                
	 	 
	
                                  Funding
      Protection:

                                   

                                	
                                  Customary
      for transactions of this type, including breakage costs (but excluding
      lost profits), gross-up for withholding, compensation for increased costs
      and compliance with capital adequacy and other regulatory
      restrictions.

                                
	 	 
	
                                  Unused
      Line Fee:

                                	
                                  0.75%
      to 1.00%, based on a usage grid.

                                
	 	 
	
                                  Administrative
      Agent

                                	 
      
	
                                  Fee:

                                	
                                  Set
      forth in the Fee Letter.

                                
	 	 
	
                                  Maturity:

                                	
                                  36
      months.

                                


                        

                      

                    

                  

                

              

            

          

        

         

        
          
            
            

          

          
            Exhibit A-4

            
              

            

          

          
            
            

          

        

        
 

        
          	 
      	 
      
	
                  Borrowing
      Base:

                	
                  Extensions
      of credit under the Senior Revolving Credit Facility shall be subject to a
      borrowing base (the “Borrowing Base”)
      calculated as the sum of the following (a) 85% of Eligible Accounts of the
      Loan Parties, and (b) the lesser of (i) 85% of the net orderly liquidation
      value (“NOLV”) of
      Eligible Inventory and (ii) 65% of the value of Eligible Inventory minus reserves
      (applied in a manner consistent with the Existing Credit Agreement)
      including, without limitation, (A) an availability block of $15,000,000 at
      all times (B) a reserve against any cash management or hedging exposures
      of any Lender that are secured by the Collateral, (C) a reserve to be
      imposed as a result of the Company’s failure to obtain landlord consents
      and bailee waivers reasonably requested by the Administrative Agent and
      (D) such other reserves as may be imposed by the Administrative Agent in
      its reasonable credit discretion and should the Administrative Agent not
      have access to the results of a recent field exam or current inventory
      appraisal.

                
	 
      	 
      
	 
      	
                  The
      definitions of “Eligible
      Accounts,” “Eligible Inventory,” and
      “Eligible In-Transit
      Inventory” shall be consistent with the definitions of such terms
      as set forth in the credit agreement, entered into as of September 28,
      2007, among the Company, Wachovia Bank, National Association (“Wachovia”), as the agent
      and the other agents and lenders party thereto (the “Existing Credit
      Agreement”).

                
	 
      	 
      
	 
      	
                  The
      Supplemental Loan Borrowing Base shall be determined in a manner
      consistent with the provisions set forth in the Ratification
      Agreement.

                
	 
      	 
      
	
                  Voluntary

                	 
      
	
                  Prepayments:

                	
                  The
      Senior Revolving Credit Facility may be prepaid in whole or in part, and
      commitments may be permanently reduced, at any time by the Company; provided that
      Revolving Loans may be repaid only on the last day of the related interest
      period unless the Company pays any applicable breakage costs; provided, further, that
      upon any commitment reduction or cancellation (or any prepayment of the
      outstanding amount of the Senior Revolving Credit Facility with the
      proceeds of a new credit facility whether or not commitments are
      cancelled), the Company shall pay a premium equal to (i) 2.0% of the
      amount prepaid/cancelled if such prepayment/cancellation occurs on or
      prior to the first anniversary of the Closing Date and (ii) 1.0% of the
      amount prepaid/cancelled if such prepayment/cancellation occurs after the
      first anniversary of the Closing Date but on or prior to the second
      anniversary of the Closing Date.

                
	 
      	 
      
	
                  Mandatory

                	 
      
	
                  Prepayments:

                   

                	
                  The
      Senior Revolving Credit Facility must be prepaid at any time when the
      aggregate amount of loans and the face amount of all Letters of Credit
      exceeds the Borrowing Base availability, such prepayment to be in an
      amount equal to the amount of such
excess.

                


        

         

        
          
            
            

          

          
            Exhibit A-5

            
              

            

          

          
            
            

          

        

        
 

        
          	 
      	
                  All
      mandatory prepayments will be made without penalty or premium (except for
      breakage costs, if any), and will be applied (without any reduction of
      commitments under the Senior Revolving Credit Facility) first to
      prepayment of loans under the Senior Revolving Credit Facility and,
      thereafter, to cash collateralization of Letters of
  Credit.

                
	 
      	 
      
	
                  Collateral:

                	
                  The
      Senior Credit Facilities, each Guarantee and any cash management and/or
      hedging obligations of the Company owed to a Lender or the Supplemental
      Loan Lender or any affiliates is secured by first priority, perfected
      security interests in and liens upon the ABL Collateral (as defined in the
      Existing Credit Agreement) only and not on the Non-ABL Collateral (as
      defined in the Existing Credit Agreement).

                
	 
      	 
      
	 
      	
                  The
      ABL Collateral and the Non-ABL Collateral secure the obligations (the
      “Term Credit
      Facility”) under the Credit Agreement, dated as of March 30, 2007,
      among the Company, Goldman Sachs Credit Partners L.P. (“GSCP”), as the
      administrative agent, collateral agent and syndication agent, Wachovia, as
      the deposit agent, Bank of America, N.A., as an LC issuer, and the lenders
      party thereto (the “Term
      Credit Agreement”).  The priority of liens under the
      Senior Credit Facilities and under the Term Credit Facility shall continue
      to be subject to the terms of the Intercreditor Agreement, dated as of
      September 28, 2007, among Wachovia (or its successor), as the
      administrative agent under the Existing Credit Agreement, GSCP (or its
      successor), as the administrative agent under the Term Credit Agreement
      and the Company (the “Existing Intercreditor
      Agreement”).

                
	 
      	 
      
	
                  Representations
      and

                	 
      
	
                  Warranties:

                   

                	
                  The
      Senior Credit Facilities will contain the following representations and
      warranties by the Company consistent with the representations and
      warranties in the Existing Credit Agreement:  existence,
      qualification and power; compliance with laws; authorization; no
      contravention; governmental authorizations and other consents; binding
      effect; financial statements; no material adverse effect; litigation; no
      default; ownership of property; environmental compliance; insurance;
      taxes; ERISA compliance; subsidiaries; equity interests; loan parties;
      margin regulations; Investment Company Act; disclosure; intellectual
      property and licenses; solvency; certain accounts; status of the Senior
      Credit Facilities as “Senior Debt” and “Designated Senior
      Debt”.

                
	
                  Reporting

                	 
      
	
                  Requirements:

                   

                	
                  Usual
      and customary for transactions of this type and for a borrower of the
      Company’s size and credit quality including, but not limited to: Monthly
      Borrowing Base Certificates (including a calculation of Excess
      Availability (to be defined as domestic, unrestricted cash plus excess
      availability plus suppressed availability (parameters of which are to be
      defined in the definitive documentation)) and Quarterly and Annual
      Financial Statements in accordance with GAAP.  In addition, at
      GE Capital’s discretion twice annual field examinations and an annual
      inventory appraisal update.  Furthermore, an inventory appraisal
      and field examination will be conducted prior to closing for purposes of
      evaluating the borrowing base calculations.  However, in the
      event that the administrative agent (Wachovia) for the existing
      Debtor-in-Possession credit facility releases the most recent field
      examination conducted in April 2009 such field examination requirement
      prior to closing will be waived.

                


        

         

        
          
            
            

          

          
            Exhibit A-6

            
              

            

          

          
            
            

          

        

        
 

        
          
            
              
                
                  	
                          Covenants:

                           

                        	
                          The
      Senior Credit Facilities will contain the following affirmative and
      negative covenants consistent with such affirmative and negative covenants
      in the Existing Credit Agreement:

                        
	 	 
	 
      	
                          (a)  affirmative
      covenants: covenants with respect to: delivery of financial statements and
      certificates; notices; non-public information; payment of obligations;
      preservation of existence; maintenance of properties; maintenance of
      insurance; compliance with laws; books and records; inspections; periodic
      field examinations, collateral appraisals and verification of accounts;
      use of proceeds; information, guarantee of obligations and provision of
      security with respect to ABL Collateral and additional subsidiaries;
      compliance with environmental laws; further assurances; and collateral
      reporting;

                        
	 	 
	 
      	
                          (b)  negative
      covenants: covenants with respect to: liens; indebtedness; investments;
      fundamental changes; dispositions (including sales and leasebacks);
      restricted payments; change in nature of business; transactions with
      affiliates; burdensome agreements; use of proceeds; amendments of
      organizational documents; accounting changes; prepayments of indebtedness;
      amendment of certain documents and agreements; speculative transactions;
      designation of other indebtedness as “Senior Debt” or “Designated Senior
      Debt”; and changes in fiscal year; and

                        
	 	 
	 
      	
                          (c)
      financial covenants: (i) maximum capital expenditures of $40 million per annum (tested
      annually) and (ii) a springing fixed charge covenant to be determined
      (tested if Excess Availability (to be defined as domestic, unrestricted
      cash plus excess availability plus suppressed availability (parameters of
      which are to be defined in the definitive documentation)) falls below a
      certain threshold to be agreed upon (such threshold, the “Excess Availability
      Threshold”)).

                        
	 	 
	
                          Events
      of Default:

                        	
                          The
      Senior Credit Facilities will include the following events of default
      consistent with the events of default in the Existing Credit Agreement:
      failure to make payments when due; noncompliance with covenants; breaches
      of representations and warranties; certain payment defaults and events
      permitting acceleration of other indebtedness (giving effect to applicable
      grace periods); insolvency and bankruptcy proceedings; judgments; ERISA;
      invalidity of loan documents; impairment of security interests in the ABL
      Collateral; loss of status of the Senior Credit Facilities as “Senior
      Debt” or “Designated Senior Debt”; and change of
  control.

                        
	 
      	 
      


                

              

            

          

        

         

        
          
            
            

          

          
            Exhibit A-7

            
              

            

          

          
            
            

          

        

        
 

        
          
            
              
                
                  	 
      	 
      
	
                          Conditions
      Precedent

                        	 
      
	
                          To
      Initial Borrowing:

                           

                        	
                          The
      several obligations of the Lenders to make, or cause one of their
      respective affiliates to make, loans under the Senior Revolving Credit
      Facility will be subject to the conditions precedent set forth below and
      those listed on Annex A attached hereto (which may be waived in the sole
      discretion of the Administrative Agent (and not without the approval of
      the Administrative Agent)).

                        
	
                          Conditions
      to All

                        	 
      
	
                          Borrowings:

                           

                        	
                          The
      conditions to all borrowings will include (a) prior telephonic notice of
      borrowing confirmed in writing, (b) the accuracy of representations and
      warranties (in the case of any borrowing other than the initial borrowing,
      in all material respects), (c) the absence of any default or event of
      default, and (d) compliance with the Borrowing Base.

                        
	 	 
	
                          Waivers:

                           

                        	
                          To
      include, but not be limited to, a waiver by Administrative Agent, Lenders,
      Supplemental Loan Participants, the Company and each Guarantor of its
      rights to jury trial; waiver by Administrative Agent, Lenders,
      Supplemental Loan Participants, the Company and each Guarantor of claims
      for special, indirect or consequential damages in respect of any breach or
      alleged breach by any agent, any Lender, any Supplemental Loan
      Participant, the Company or any Guarantor of any of the loan documents
      (other than resulting from gross negligence or willful misconduct as
      determined pursuant to a final, non-appealable order of a court of
      competent jurisdiction).

                        
	 	 
	
                          Assignments:

                           

                        	
                          Lenders
      will be permitted to make assignments to other financial institutions
      acceptable to Administrative Agent (which acceptance shall not be
      unreasonably withheld or delayed) and the Company (unless an Event of
      Default shall have occurred and be continuing).  All assignments
      of a Lender’s interest in the Senior Revolving Credit Facility will be
      made via an electronic settlement system designated by Administrative
      Agent.  An assignment fee of $3,500 shall be payable to
      Administrative Agent upon the effectiveness of any such
      assignment.

                        
	 	 
	
                          Expenses
      and Indemnity:

                           

                        	
                          The
      Company will, from and after closing, and promptly following
      Administrative Agent’s or Supplemental Loan Participant’s written demand,
      pay all costs and expenses and customary administrative charges as
      provided for under the Existing Credit Agreement.

                        
	 	 
	 
      	
                          The
      Senior Revolving Credit Facility will also include customary and
      appropriate provisions relating to indemnity and related matters, in a
      form reasonably satisfactory to the Administrative Agent and the
      Company.

                        


                

              

            

          

        

         

        
          
            
            

          

          
            Exhibit A-8

            
              

            

          

          
            
            

          

        

        
 

        
          
            
              
                
                  	
                          Requisite
      Lenders:

                           

                        	
                          “Requisite
      Lenders” shall mean: (i) if there is one (1) Lender, such Lender; (ii) if
      there are two (2) Lenders, both Lenders (or, if one Lender is a
      non-funding Lender, the other Lender shall constitute the “Requisite
      Lenders”); (iii) if there are three (3) Lenders, two or more Lenders
      having in the aggregate more than fifty percent (50%) of total commitments
      or exposure under the Senior Revolving Credit Facility; and (iv) if there
      are four (4) or more Lenders, two or more Lenders having in the aggregate
      more than sixty-six and two thirds percent (66 2/3%) of total commitments
      or exposure under the Senior Revolving Credit Facility (unless GE Capital
      and its affiliates hold in the aggregate thirty percent (30%) or less of
      total commitments or exposure under the Senior Revolving Credit Facility,
      in which case two or more Lenders having in the aggregate more than fifty
      percent (50%) of total commitments or exposure under the Senior Revolving
      Credit Facility constitute the Requisite Lenders); provided that
      so long as any Lender is a non-funding Lender, the commitments or exposure
      under the Senior Revolving Credit Facility of such non-funding Lender will
      not be taken into account in determining the calculation of which Lenders
      constitute Requisite Lenders.

                        
	 	 
	 
      	
                          Further,
      the consent of all directly affected Lenders shall be required with
      respect to increases in commitments; changes in interest rates, fees and
      maturity; certain guarantee and collateral issues (including the release
      of all or substantially all of the ABL Collateral or Guarantors); and
      changes in the percentage set forth in the definition of Requisite
      Lenders.  The consent of the Administrative Agent and each
      Issuing Bank will be required for any amendments affecting their
      respective rights or responsibilities.

                        
	 	 
	 
      	
                          Any
      increases in advance rates shall require the consent of the greater of (i)
      the Requisite Lenders and (ii) sixty six and two thirds percent (66 2/3%)
      of the Lenders.

                        
	 	 
	 
      	
                          The
      Supplemental Loan Lender shall vote as directed by the Supplemental Loan
      Participation Agreement.

                        
	 	 
	 
      	
                          The
      Company will have the right to replace any Lender that does not consent to
      any amendment or waiver requiring the consent of such Lender but approved
      by the Requisite Lenders; provided that (a) all of the outstanding
      obligations owing to such Lender under the Senior Revolving Credit
      Facility shall be satisfied and (b) any replacement Lender is reasonably
      acceptable to the Administrative Agent and each Issuing Bank to the extent
      that assignments to such Lender would otherwise require consent of the
      Administrative Agent or the Issuing Banks under the provisions of
      “Assignments”
above.

                        


                

              

            

          

        

         

        
          
            
            

          

          
            Exhibit A-9

            
              

            

          

          
            
            

          

        

        
 

        
          
            	
                    Taxes:

                  	
                    The
      Senior Credit Facilities will provide that all payments are to be made
      free and clear of any taxes (other than franchise taxes and taxes on
      overall net income), imposts, assessments, withholdings or other
      deductions whatsoever, with certain exceptions to be described in the loan
      documents.  Lenders shall furnish to the Administrative Agent
      appropriate certificates or other evidence of exemption from U.S. federal
      tax withholding to be described in the loan documents.

                  
	 	 
	
                    Governing
      Law:

                  	
                    New
      York.

                  


          

        

        


         

      

    

    
      


      
        
          
            
            

             


          

          
            Exhibit
A-10

            
              

            

          

          
             


          

        

      

      


      Annex
A

      Spectrum
Brands, Inc.

      Senior
Secured Plan-of-Reorganization Revolving Credit Facility

      Summary
of Conditions Precedent

       

      This
Summary of Conditions Precedent outlines the conditions precedent to the Senior
Credit Facilities referred to in the Term Sheet, of which this Annex A is a
part.  Certain capitalized terms used herein are defined in the
Commitment Letter.

       

      
        	
                1.

              	
                Excess
      Availability.  The Arranger shall have received a
      Borrowing Base certificate (as of a date, and in form and substance,
      reasonably satisfactory to the Arranger) demonstrating on a pro forma
      basis that, after giving effect to the transactions contemplated by the
      Commitment Letter, the Company shall have at least $20,000,000 of opening
      Excess Availability under the Senior Revolving Credit
      Facility.  Excess Availability shall be calculated as domestic,
      unrestricted cash plus excess
      availability plus suppressed
      availability (parameters of which are to be defined in the definitive
      documentation).

              


      

       

      
        	
                2.

              	
                Performance of
      Obligations.  (a) All costs, fees, expenses (including
      legal fees and expenses) and other compensation contemplated by the
      Commitment Letter and the Fee Letter, the Arranger, the Administrative
      Agent or the Lenders shall have been paid to the extent due and invoiced
      in a timely manner, and (b) the Company shall have complied in all
      material respects with all of its other obligations under the Commitment
      Letter.

              


      

       

      
        	
                3.

              	
                Certain
      Information.  The Arranger shall have received all
      documentation and other information required by bank regulatory
      authorities under applicable “know-your-customer” and anti-money
      laundering rules and regulations, including the Patriot
    Act.

              


      

       

      
        	
                4.

              	
                Confirmation
      Order.

              


      

       

      
        	
                 
      

              	
                (a)  The
      Arranger shall have received a certified copy of the order confirming the
      Plan of Reorganization in the Chapter 11 Case (the “Confirmation Order”) as
      duly entered by the Bankruptcy Court and entered on the docket of the
      Clerk of the Bankruptcy Court in the Chapter 11 Case, following due notice
      to such creditors and other parties-in-interest as required by the
      Bankruptcy Court.  The terms and provisions of the Plan of
      Reorganization shall be reasonably satisfactory to the Arranger and
      Lenders (it being acknowledged by the Arranger that the terms and
      provisions of the Plan of Reorganization, dated April 28, 2009 filed with
      the Bankruptcy Court on such date, as amended and supplemented on June 8,
      2009, are satisfactory), and the Confirmation Order shall include such
      provisions with respect to the Senior Revolving Credit Facility as are
      reasonably satisfactory to the Arranger and, providing, among other
      things, that the Company and the Guarantors shall be authorized to (i)
      enter into the loan documents, (ii) grant the liens and security interests
      and incur or guaranty the Indebtedness under the loan documents, and (iii)
      issue, execute and deliver all documents, agreements and instruments
      necessary or appropriate to implement and effectuate all obligations under
      the loan documents and to take all other actions necessary to implement
      and effectuate borrowings under the loan documents.  Except as
      consented to by the Arranger, the Bankruptcy Court’s retention of
      jurisdiction under the Confirmation Order shall not govern the enforcement
      of the loan documents or any rights or remedies related
      thereto.

              


      

       

      
        	
                 
      

              	
                (b)  The
      Arranger shall have received evidence, satisfactory to the Arranger, that
      (i) the effective date under the Plan of Reorganization shall have
      occurred, the Confirmation Order shall be valid, subsisting and continuing
      as a Final Order and all conditions

              


      

       

      


      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

      


      
        	
                 
      

              	
                precedent
      to the effectiveness of the Plan of Reorganization shall have been
      fulfilled, or validly waived, including, without limitation, the
      execution, delivery and performance of all of the conditions thereof other
      than conditions that have been validly waived (but not including
      conditions consisting of the effectiveness of the loan documents), and
      (ii) no motion, action or proceeding by any creditor or other
      party-in-interest to the Chapter 11 Case which could adversely affect the
      Plan of Reorganization, the consummation of the Plan of Reorganization,
      the business or operations of the Company or the Guarantors or the
      transactions contemplated by the loan documents, as determined by the
      Arranger in good faith, shall be
pending.

              


      

       

      
        	
                 
      

              	
                (c)  “Final Order” means an
      order or judgment of a court of competent jurisdiction that has been
      entered on the docket maintained by the clerk of such court and has not
      been reversed, vacated or stayed and as to which (a) the time to appeal,
      petition for certiorari
      or move for a stay, new trial, reargument or rehearing has expired
      and as to which no appeal, petition for certiorari or other
      proceedings for a stay, new trial, reargument or rehearing shall then be
      pending or (b) if an appeal, writ of certiorari, stay, new
      trial, reargument or rehearing thereof has been sought, (i) such order or
      judgment shall have been affirmed by the highest court to which such order
      was appealed, certiorari shall have
      been denied or a stay, new trial, reargument or rehearing shall have been
      denied or resulted in no modification of such order and (ii) the time to
      take any further appeal, petition for certiorari, or move for
      a stay, new trial, reargument or rehearing shall have
    expired.

              


      

       

      
        	
                5.

              	
                Supplemental Loan
      Participation.  The Supplemental Loan Lender shall have
      received a fully executed Supplemental Loan Participation Agreement from
      each of the Supplemental Loan Participants in form and substance
      reasonably acceptable to the Supplemental Loan Lender and the Supplemental
      Loan Participant.  The Supplemental Loan Lender shall have
      received funds equal to a 100% participation in the Supplemental Loan
      pursuant to the Supplemental Loan Participation
  Agreement.

              


      

       

      
        	
                6.

              	
                Master L/C
      Reimbursement Agreement.  The Arranger shall have
      received a fully executed master L/C reimbursement agreement in form and
      substance reasonably satisfactory to the
  Arranger.

              


      

       

      
        	
                7.

              	
                Other Customary
      Conditions.  Other customary closing conditions, relating
      to delivery of reasonably satisfactory legal opinions of counsel to the
      Loan Parties, evidence of payment and discharge of existing obligations
      and liens in accordance with the Plan of Reorganization, creation and
      perfection of liens on the Collateral as provided for in each paragraph
      entitled “Collateral” above, no conflict with applicable law or other
      material agreements, obtaining all necessary governmental approval and
      third party consents, evidence of corporate authority, copy of
      organizational documents, insurance reasonably satisfactory to
      Administrative Agent, delivery of an initial borrowing base certificate
      and payment of all fees and expenses then due and
  owing.