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                                                                   Exhibit 10.20


                             AMENDMENT NO. 4 TO THE
                                CREDIT AGREEMENT


                                                      DATED AS OF MARCH 10, 2004


          AMENDMENT NO. 4 TO THE THIRD AMENDED AND RESTATED CREDIT AGREEMENT
(this "AMENDMENT") among Rayovac Corporation, a Wisconsin corporation (the
"COMPANY"), the banks, financial institutions and other institutional lenders
parties to the Credit Agreement referred to below (collectively, the "LENDERS")
and Bank of America, N.A., as administrative agent (the "ADMINISTRATIVE AGENT")
for the Lenders.

          PRELIMINARY STATEMENTS:

          (1)    The Company, Varta Geratebatterie GmbH & Co. KGaA (the
"SUBSIDIARY BORROWER" and, together with the Company, the "BORROWER"), the
Lenders and the Administrative Agent have entered into a Third Amended and
Restated Credit Agreement dated as of October 1, 2002 (such Credit Agreement,
(as amended, supplemented or otherwise modified through the date hereof, the
"CREDIT Agreement"). Capitalized terms not otherwise defined in this Amendment
have the same meanings as specified in the Credit Agreement;

          (2)    the Company desires to amend the Credit Agreement to provide,
in part, for (i) the addition of a new U.S. Term Loan C Facility having
identical terms with and having the same rights and obligations under the Loan
Documents as the U.S. Term Loan B Facility, as set forth in the Loan Documents,
except as such terms are amended hereby, (ii) the addition of a new Euro Term
Loan C Facility having identical terms with and having the same rights and
obligations under the Loan Documents as the Euro Term Loan B Facility, as set
forth in the Loan Documents, except as such terms are amended hereby, and (iii)
certain other amendments;

          (3)    each Lender that has made a U.S. Term Loan B who executes and
delivers this Amendment (which Term Loans shall thereafter be deemed terminated
and refinanced in full) shall be deemed, upon the effectiveness of this
Amendment, to have exchanged its U.S. Term Loan B for a U.S. Term Loan C (a
"U.S. TERM LOAN C") in the same principal amount as such Lender's outstanding
U.S. Term Loan B as set forth in Schedule 2.1 to the Credit Agreement, as
amended as of the Amendment No. 4 Effective Date (as hereinafter defined);

          (4)    each Lender that has made a Euro Term Loan A or a Euro Term
Loan B who executes and delivers this Amendment (which Term Loans shall
thereafter be deemed terminated and refinanced in full) shall be deemed, upon
the effectiveness of this Amendment, to have exchanged its Euro Term Loan A or
Euro Term Loan B or both, as the case may be, for a Euro Term Loan C (a "EURO
TERM LOAN C") in the same principal amount as such Lender's outstanding Euro
Term Loan A, Euro Term Loan B or the aggregate of both, as the case may be, as
set forth in Schedule 2.1 to the Credit Agreement, as amended as of the
Amendment No. 4 Effective Date;

                   Amendment No. 4 to Rayovac Credit Agreement

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                                        2

          (5)    each Person who executes and delivers this Amendment as an
Additional Lender (each, an "ADDITIONAL LENDER"), will make a U.S. Term Loan C
(an "ADDITIONAL U.S. TERM LOAN C") or a Euro Term Loan C (an "ADDITIONAL EURO
TERM LOAN C") or both, as the case may be, on the Amendment No. 4 Effective Date
to the Company in an aggregate principal amount equal to the amount set forth
opposite its name on Schedule 2.1 to the Credit Agreement, as amended as of the
Amendment No. 4 Effective Date, the proceeds of which will be used by the
Company to refinance in full the outstanding principal amount of U.S. Term Loans
B, Euro Term Loans A and Euro Term Loans B of any Lenders, if any, who do not
execute and deliver this Amendment, it being understood that an Additional
Lender may be a Lender prior to the Amendment No. 4 Effective Date;

          (6)    the Company shall pay all accrued and unpaid interest on its
U.S. Term Loans B, Euro Term Loans A and Euro Term Loans B to the Amendment No.
4 Effective Date on such Amendment No. 4 Effective Date, other than interest
payable to each Lender with a Euro Term Loan C Commitment who has an outstanding
Euro Term Loan A, Euro Term Loan B, or both, and each Lender with a U.S. Term
Loan C Commitment who has an outstanding U.S. Term Loan B; and

          (7)    the Lenders signatory hereto are, on the terms and conditions
stated below, willing to grant the request of the Company, and the Company and
such Lenders have agreed to amend the Credit Agreement as hereinafter set forth.

          SECTION 1. AMENDMENTS TO CREDIT AGREEMENT. The Credit Agreement is,
effective as of the date hereof and subject to the satisfaction of the
conditions precedent set forth in SECTION 4, hereby amended as follows:

          (a) Clauses (b) and (c) of the second preliminary statement to the
Credit Agreement are amended in their entirety and replace with the following:

          "(b) establish a seven-year EURO 131,750,000 term loan facility
     available to the Company in Euros ("EURO TERM LOAN C FACILITY"), (c)
     establish a seven-year $257,000,000 term loan facility available to the
     Company in Dollars ("U.S. TERM LOAN C FACILITY"),"

          (b) SECTION 1.1 is amended as follows:

                 (i)    By deleting the definition of "EURO TERM LOAN B" in its
          entirety and inserting the following definition in its place:

          "EURO TERM LOAN C - see SUBSECTION 2.1(f)."

                 (ii)   By deleting the definition of "EURO TERM LOAN B
          COMMITMENT" in its entirety and inserting the following definition in
          its place:

          "EURO TERM LOAN C COMMITMENT means, as to any Lender, the commitment
     of such Lender to make a Euro Term Loan C pursuant to SUBSECTION 2.1(f).
     The amount of each Lender's Euro Term Loan C Commitment is set forth across
     from such Lender's name on SCHEDULE 2.1."

                   Amendment No. 4 to Rayovac Credit Agreement

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                                        3

                 (iii)  By deleting the definition of "EURO TERM LOAN B
          FACILITY" in its entirety and inserting the following definition in
          its place:

          "EURO TERM LOAN C FACILITY - see the RECITALS"

                 (iv)   By deleting the definition of "LOAN DOCUMENTS" in its
          entirety and inserting the following definition in its place:

          "LOAN DOCUMENTS means this Agreement, any Notes, any Fee Letter, the
     L/C-Related DOCUMENTS, an ROV Guaranty, a KGaA Guaranty, the Collateral
     Documents, each guaranty of a Swap Contract and all other documents
     delivered to the Administrative Agent or any Lender in connection
     herewith."

                 (v)    By deleting the definition of "QUALIFIED FOREIGN CREDIT
          FACILITY" in its entirety and inserting the following definition in
          its place:

          QUALIFIED FOREIGN CREDIT FACILITY means a credit facility provided by
     a Lender or an Affiliate of a Lender to any Foreign Subsidiary or a Secured
     Swap Contract, in either case which (i) is guarantied by the Company, (ii)
     is permitted under SUBSECTION 8.5(c) or (d) and (iii) the Company has
     specified (in a written notice to the Administrative Agent) is entitled to
     the benefit of the Guaranty and the Collateral Documents.

                 (vi)   By deleting the definition of "U.S. TERM LOAN B" in its
          entirety and inserting the following definition in its place:

          "U.S. TERM LOAN C - see SUBSECTION 2.1(f)."

                 (vii)  By deleting the definition of "U.S. TERM LOAN B
          COMMITMENT" in its entirety and inserting the following definition in
          its place:

          "U.S. TERM LOAN C COMMITMENT means, as to any Lender, the commitment
     of such Lender to make a U.S. Term Loan C pursuant to SUBSECTION 2.1(g).
     The amount of each Lender's U.S. Term Loan C Commitment is set forth across
     from such Lender's name on SCHEDULE 2.1."

                 (viii) By deleting the definition of "U.S. TERM LOAN B
          FACILITY" in its entirety and inserting the following definition in
          its place:

          "U.S. TERM LOAN C FACILITY - see the RECITALS."

                 (ix)   By inserting the following definitions in alphabetical
          order:

          "ADDITIONAL EURO TERM LOAN C - see SUBSECTION 2.1(g).

          ADDITIONAL EURO TERM LOAN C COMMITMENT means, as to any Additional
     Lender, the commitment of such Lender to make an Additional Euro Term Loan
     C pursuant to SUBSECTION 2.1(g). The amount of each Lender's Additional
     Euro Term Loan C Commitment is set forth across from such Lender's name on
     SCHEDULE 2.1.

                   Amendment No. 4 to Rayovac Credit Agreement

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                                        4

          ADDITIONAL LENDER means a financial institution with an Additional
     Euro Term Loan C Commitment or an Additional U.S. Term Loan C Commitment to
     make, respectively, Additional Euro Term Loans C or Additional U.S. Term
     Loans C to the Company on the Amendment No. 4 Effective Date, it being
     understood that an Additional Lender may be an existing Term Lender.

          ADDITIONAL U.S. TERM LOAN C - see SUBSECTION 2.1(g).

          ADDITIONAL U.S. TERM LOAN C COMMITMENT means, as to any Additional
     Lender, the commitment of such Lender to make an Additional U.S. Term Loan
     C pursuant to SUBSECTION 2.1(g). The amount of each Lender's Additional
     U.S. Term Loan C Commitment is set forth across from such Lender's name on
     SCHEDULE 2.1.

          AMENDMENT NO. 4 means Amendment No. 4 to the Credit Agreement dated as
     of February ___, 2004, among the Company, the Lenders party thereto and the
     Administrative Agent.

          AMENDMENT NO. 4 EFFECTIVE DATE has the meaning specified in Amendment
     No. 4.

          EURO TERM LOAN B has the meaning specified in SECTION 1.1 of this
     Credit Agreement, as in effect prior to the Amendment No. 4 Effective Date.

          EURO TERM LOAN B COMMITMENT has the meaning specified in SECTION 1.1
     of this Credit Agreement, as in effect prior to the Amendment No. 4
     Effective Date.

          INCREASE EFFECTIVE DATE - see SUBSECTION 2.16(b).

          REMINGTON AUSTRALIA means Remington Products Australia Pty Ltd.

          REMINGTON IRELAND means Remington Consumer Products (Ireland).

          REMINGTON NEW ZEALAND means Remington Products New Zealand Ltd.

          SECURED SWAP CONTRACT means any Swap Contract permitted under Article
     VIII that is entered into by and between any Foreign Subsidiary and any
     Swap Bank.

          SWAP BANK means any Lender or an Affiliate of a Lender in its capacity
     as a party to a Secured Swap Contract.

          U.S. TERM LOAN B has the meaning specified in SECTION 1.1 of this
     Credit Agreement, as in effect prior to the Amendment No. 4 Effective Date.

          U.S. TERM LOAN B COMMITMENT has the meaning specified in SECTION 1.1
     of this Credit Agreement, as in effect prior to the Amendment No. 4
     Effective Date."

                 (x)    By amending the following definitions in their entirety
          to read as follows:

                   Amendment No. 4 to Rayovac Credit Agreement

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                                        5

          "BORROWING means a borrowing hereunder consisting of (a) U.S.
     Revolving Loans, Euro Revolving Loans, Euro Term Loans C or U.S. Term Loans
     C of the same Type made to a Borrower on the same day by the Lenders under
     the applicable Facility and, in the case of Eurocurrency Loans, having the
     same Interest Period, or (b) a Swingline Loan made to a Borrower by the
     Swingline Lender, in each case pursuant to ARTICLE II.

          COMMITMENT means, as to each Lender, such Lender's U.S. Revolving
     Commitment, Euro Revolving Commitment, Euro Term Loan C Commitment, and/or
     U.S. Term Loan C Commitment, as applicable.

          FACILITY means one of the credit facilities under this Agreement,
     i.e., the U.S. Revolving Facility, the Euro Revolving Facility, the Euro
     Term Loan C Facility or the U.S. Term Loan C Facility.

          LOAN means an extension of credit by a Lender to a Borrower under
     ARTICLE II or ARTICLE III in the form of a U.S. Revolving Loan, Euro
     Revolving Loan, Euro Term Loan C, U.S. Term Loan C, Swingline Loan or L/C
     Advance.

          TERM LOAN means a Euro Term Loan C or a U.S. Term Loan C."

          (c) SECTION 2.1 of the Credit Agreement is amended by adding the
following new subsections (f) through (i) immediately after SECTION 2.1(e):

          "(f) EXCHANGE. (i) Subject to the terms and conditions hereof, each
     Lender with a Euro Term Loan C Commitment who has an outstanding Euro Term
     Loan A, Euro Term Loan B, or both, severally agrees to exchange all such
     outstanding Loans for a like principal amount in Euro of Euro Term Loans C
     on the Amendment No. 4 Effective Date (each, collectively with the
     Additional Euro Term Loans C, a "EURO TERM LOAN C"), and from and after the
     Amendment No. 4 Effective Date such Euro Term Loans A and Euro Term Loans B
     shall be deemed refinanced in full and such Euro Term Loans C shall be
     deemed made hereunder. Amounts borrowed as Euro Term Loans C (whether
     pursuant to this subsection or subsection (g)(i) below) which are repaid or
     prepaid by the Company may not be reborrowed. The Euro Term Loan C
     Commitments shall expire concurrently with the making of the Euro Term
     Loans C (whether pursuant to this subsection or subsection (g)(i) below) on
     the Amendment No. 4 Effective Date.

          (ii) Subject to the terms and conditions hereof, each Lender with a
     U.S. Term Loan C Commitment who has an outstanding U.S. Term Loan B,
     severally agrees to exchange its outstanding U.S. Term Loan B for a like
     principal amount in Dollars of U.S. Term Loans C on the Amendment No. 4
     Effective Date (each, collectively with the Additional U.S. Term Loans C, a
     "U.S. TERM LOAN C"), and from and after the Amendment No. 4 Effective Date
     such U.S. Term Loans B shall be deemed refinanced in full and such U.S.
     Term Loans C shall be deemed made hereunder. Amounts borrowed as U.S. Term
     Loans C (whether pursuant to this subsection or subsection (g)(ii) below)
     which are repaid or prepaid by the Company may not be reborrowed. The U.S.
     Term Loan C Commitments shall expire concurrently with the making of the
     U.S. Term Loans

                   Amendment No. 4 to Rayovac Credit Agreement

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                                        6

     C (whether pursuant to this subsection or subsection (g)(ii) below) on the
     Amendment No. 4 Effective Date.

          (g)    ADDITIONAL LOANS. (i) Subject to the terms and conditions
     hereof, each Additional Lender with an Additional Euro Term Loan C
     Commitment severally agrees to make a single loan to the Company (each such
     loan, an "ADDITIONAL EURO TERM LOAN C") on the Amendment No. 4 Effective
     Date in the amount of such Additional Euro Term Loan C Commitment on the
     Amendment No. 4 Effective Date. The Company shall refinance all Euro Term
     Loans A and Euro Term Loans B of Lenders with outstanding Euro Term Loans A
     and Euro Term Loans B that do not execute and deliver Amendment No. 4 on
     the Amendment No. 4 Effective Date with the gross proceeds of the
     Additional Euro Term Loans C.

          (ii)   Subject to the terms and conditions hereof, each Additional
     Lender with an Additional U.S. Term Loan C Commitment severally agrees to
     make a single loan to the Company (each such loan, an "ADDITIONAL U.S. TERM
     LOAN C") on the Amendment No. 4 Effective Date in the amount of such
     Additional U.S. Term Loan C Commitment on the Amendment No. 4 Effective
     Date. The Company shall refinance all U.S. Term Loans B of Lenders with
     outstanding U.S. Term Loans B that do not execute and deliver Amendment No.
     4 on the Amendment No. 4 Effective Date with the gross proceeds of the
     Additional U.S. Term Loans C.

          (h)    INTEREST. On the Amendment No. 4 Effective Date the Company
     shall pay all accrued and unpaid interest on the Euro Term Loans A, the
     Euro Term Loans B and the U.S. Term Loans B to the Term Lenders other than
     interest payable to each Lender with a Euro Term Loan C Commitment who has
     an outstanding Euro Term Loan A, Euro Term Loan B, or both, and each Lender
     with a U.S. Term Loan C Commitment who has an outstanding U.S. Term Loan
     B."

          (d) SECTION 2.9(d) of the Credit Agreement is amended in its entirety
to read as follows:

          "(d)   THE EURO TERM LOAN C FACILITY. On each date set forth on
     SCHEDULE 2.9(d), the Company shall repay Euro Term Loans C in an aggregate
     amount equal to the amount set forth opposite such date on such Schedule."

          (e) SECTION 2.9(e) of the Credit Agreement is amended in its entirety
to read as follows:

          "(e)   THE U.S. TERM LOAN C FACILITY. On each date set forth on
     SCHEDULE 2.9(e), the Company shall repay U.S. Term Loans C in an aggregate
     amount equal to the amount set forth opposite such date on such Schedule."

          (f) SECTION 2.10(d) is amended in its entirety to read as follows:

          "(d)   Each Euro Term Loan C shall bear interest on the outstanding
     principal amount thereof from the applicable Borrowing Date at a rate per
     annum equal to the Eurocurrency Rate PLUS 3.00%."

                   Amendment No. 4 to Rayovac Credit Agreement

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                                        7

          (g) SECTION 2.10(e) of the Credit Agreement is amended in its entirety
to read as follows:

          "(e)   Each U.S. Term Loan C shall bear interest on the outstanding
     principal amount thereof from the applicable Borrowing Date at a rate per
     annum equal to the Base Rate PLUS 1.50% or the Eurocurrency Rate PLUS
     2.50%, as the case may be (and subject to the Company's right to convert to
     the other Type of Loans under SECTION 2.4)."

          (h) SECTION 7.12 of the Credit Agreement is amended in its entirety to
read as follows:

          "7.12 USE OF PROCEEDS. The Company shall use the proceeds of the U.S.
     Revolving Loans, the Euro Revolving Loans, the Euro Term Loans A, the Euro
     Term Loans B and the U.S. Term Loans B (i) to consummate the VARTA
     Acquisition, (ii) for fees and expenses incurred in connection with the
     VARTA Acquisition, (iii) to make an investment in Cayman Finance Co., (iv)
     to refinance existing Indebtedness (v) to consummate the Remington
     Acquisition, (vi) for fees and expenses incurred in connection with the
     Remington Acquisition and (vii) for working capital and other general
     corporate purposes not in contravention of any Requirement of Law or of any
     Loan Document. The Company shall use the proceeds of the Euro Term Loans C
     solely to prepay the Euro Term Loans A and the Euro Term Loans B
     outstanding on the Amendment No. 4 Effective Date. The Company shall use
     the proceeds of the U.S. Term Loans C solely to prepay the U.S. Term Loans
     B outstanding on the Amendment No. 4 Effective Date."

          (i)    Schedule 2.1 to the Credit Agreement is, effective only for
dates of determination subsequent to the Amendment No. 4 Effective Date, amended
in its entirety and replaced with Schedule 2.1 attached hereto.

          (j)    Schedule 2.9(d) to the Credit Agreement is amended in its
entirety and replaced with Schedule 2.9(d) attached hereto.

          (k)    Schedule 2.9(e) to the Credit Agreement is amended in its
entirety and replaced with Schedule 2.9(e) attached hereto.

          (l)    Upon the Amendment No. 4 Effective Date, the Euro Term Loans C
and the U.S. Term Loans C shall have the same terms, rights and obligations as
the Euro Term Loans B and the U.S. Term Loans B, respectively, as set forth in
the Loan Documents, except as modified by SECTION 1 of this Amendment, and all
references, other than those in SECTIONS 2.1(f), (g) AND (h) AND SECTION 7.12,
to "Euro Term Loans B", "Euro Term Loan B Commitment", "Euro Term Loan B
Facility", "U.S. Term Loan B", "U.S. Term Loan B Commitment", and "U.S. Term
Loan B Facility" in the Loan Documents shall be deemed to be references to "Euro
Term Loans C", "Euro Term Loan C Commitment", "Euro Term Loan C Facility", "U.S.
Term Loan C", "U.S. Term Loan C Commitment", and "U.S. Term Loan C Facility",
respectively.

                   Amendment No. 4 to Rayovac Credit Agreement

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                                        8

          SECTION 2. OTHER AMENDMENTS

          (a) SECTION 2.7(a) of the Credit Agreement is amended by inserting the
following phrase immediately after the phrase "prepay any Borrowing of Loans in
whole or in part," contained therein:

          "(i) in the case of any such prepayment of Term Loans prior to the
first anniversary of the Amendment No. 4 Effective Date made with the proceeds
of any Indebtedness of the Company or any Subsidiary issued or incurred solely
to refinance the Credit Agreement, a premium of 1.0% of the aggregate principal
amount so prepaid and (ii) in the case of any other such prepayment,"

          (b) The first sentence of SECTION 2.7(b) of the Credit Agreement is
amended by adding a new clause (iii) at the end thereof as follows:

          ", and (iii) any premium required to be paid pursuant to SECTION
2.7(a)".


          (c) A new SECTION 2.16 of the Credit Agreement is inserted in proper
numerical order as follows:

          "2.16 INCREASE IN COMMITMENTS.

                (a) Provided there exists no Unmatured Event of Default or Event
     of Default, upon notice to the Administrative Agent (which shall promptly
     notify the Lenders), the Company may from time to time request an increase
     in the Euro Term Loan C Commitments or the U.S. Term Loan C Commitments, or
     both, by an amount (for all such requests in the aggregate) not exceeding
     $150,000,000 (or the Dollar Equivalent thereof); provided that (i) any such
     request for an increase shall be in a minimum amount of EURO 5,000,000 in
     the case of a Euro Term Loan C Commitment increase and $5,000,000 in the
     case of a U.S. Term Loan C Commitment increase, and (ii) the Company may
     make a maximum of three such requests. At the time of sending such notice,
     the Company (in consultation with the Administrative Agent) shall specify
     the time period within which each Lender is requested to respond (which
     shall in no event be less than ten Business Days from the date of delivery
     of such notice to the Lenders). Each Lender shall notify the Administrative
     Agent within such time period whether or not it agrees to increase its Euro
     Term Loan C Commitment or U.S. Term Loan C Commitment, as the case may be,
     and, if so, whether by an amount equal to, greater than, or less than its
     Percentage of such requested increase. Any Lender not responding within
     such time period shall be deemed to have declined to increase its
     Commitment. The Administrative Agent shall notify the Company and each
     Lender of the Lenders' responses to each request made hereunder. To achieve
     the full amount of a requested increase, the Company may also invite
     additional Eligible Assignees to become Lenders pursuant to a joinder
     agreement in form and substance satisfactory to the Administrative Agent
     and its counsel.

                (b) If the Term Commitments are increased in accordance with
     this Section, the Administrative Agent and the Company shall determine the
     effective date (the "INCREASE EFFECTIVE DATE") and the final allocation of
     such increase. The

                   Amendment No. 4 to Rayovac Credit Agreement

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                                        9

     Administrative Agent shall promptly notify the Company and the Lenders of
     the final allocation of such increase and the Increase Effective Date. As a
     condition precedent to such increase, the Company shall deliver to the
     Administrative Agent a certificate of each Borrower and each Guarantor
     dated as of the Increase Effective Date (in sufficient copies for each
     Lender) signed by a Responsible Officer of such Person (i) certifying and
     attaching the resolutions adopted by such Person approving or consenting to
     such increase; PROVIDED that no German Entity shall be required to deliver
     copies of resolutions unless resolutions are necessary pursuant to its
     Organizational Documents, and (ii) in the case of the Company, certifying
     that, before and after giving effect to such increase, (A) the
     representations and warranties contained in ARTICLE VI and the other Loan
     Documents are true and correct on and as of the Increase Effective Date,
     except to the extent that such representations and warranties specifically
     refer to an earlier date, in which case they are true and correct as of
     such earlier date, and except that for purposes of this SECTION 2.16, the
     representations and warranties contained in subsection (a) of SECTION 6.11
     shall be deemed to refer to the most recent statements furnished pursuant
     to subsections (a) of SECTION 6.11, and (B) no Default exists. Each Lender
     that increases its Euro Term Loan C Commitment or U.S. Term Loan C
     Commitment, or both, and each Eligible Assignee that becomes a Lender, in
     each case pursuant to the provisions of this SECTION 2.16, severally
     agrees, on the terms and conditions set forth herein, to make a Euro Term
     Loan C, U.S. Term Loan C, or both, as the case may be, to the Company on
     the applicable Increase Effective Date in the amount of such Lender's
     increased or new Euro Term Loan C Commitment, U.S. Term Loan C Commitment
     or both, as the case may be. The increased and new Term Commitments shall
     expire concurrently with the making of such Term Loans on the applicable
     Increase Effective Date.

               (c) This Section shall supersede any provisions in SECTIONS 2.15
     or 11.1 to the contrary."

          (d) SECTION 7.14 of the Credit Agreement is amended in its entirety to
read as follows:

          "7.14 SWAP CONTRACTS. At all times, the Company shall maintain one or
more Swap Contracts with terms and counterparties reasonably satisfactory to the
Administrative Agent to the extent necessary to ensure that, after giving effect
to such Swap Contracts, at least 50% of all outstanding Indebtedness of the
Company either by its terms accrues interest at a fixed rate until maturity or
is subject to an interest rate Swap Contract."

          (e) SECTION 8.1 of the Credit Agreement is amended by:

                 (i)    Deleting the word "and" at the end of clause (n)
          thereof,

                 (ii)   Replacing the period at the end of clause (o) thereof
          with "; and", and

                 (iii)  Adding a new clause (p) as follows:

          "(p) Liens on property of Remington Australia, Remington Ireland and
Remington New Zealand securing Indebtedness of such Subsidiary that is permitted
under the provisions of SECTION 8.5."

                   Amendment No. 4 to Rayovac Credit Agreement

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                                       10

          (f) SECTION 8.4(i) of the Credit Agreement is amended by inserting
before the semi-colon at the end thereof the phrase ", and the acquisition by
the Company of Ningbo Baowang Battery Company for aggregate consideration of up
to $25,000,000"

          (g) SECTION 8.4(j) of the Credit Agreement is amended by deleting the
phrase "after the Effective Date exceeds (or after such Acquisition would
exceed) $75,000,000" contained in clause (vii) thereof with the following
phrase:

          "after the Amendment No. 4 Effective Date exceeds (or after such
Acquisition would exceed) $150,000,000".

          (h) SECTION 9.1(h) of the Credit Agreement is amended by deleting the
amount "$3,000,000" in the second place it appears therein and replacing it with
the amount "$10,000,000".

          (i) SECTION 10.11(c) of the Credit Agreement is amended by deleting
the word "or" before clause (F) thereof and inserting immediately after such
clause (F) the following:

          "; or (G) at the Company's request, constituting property of Remington
Australia, Remington Ireland or Remington New Zealand in order to permit such
property to be pledged as collateral for Indebtedness of such Subsidiary to the
extent permitted under SECTION 8.1 and SECTION 8.5 hereof".

          SECTION 3. CONSENT. The Required Lenders hereby approve and consent to
the issuance and sale of up to $150,000,000 additional subordinated indebtedness
on terms that are no more adverse to the Lenders than those contained in the
Indenture, dated as of September 30, 2003 between the Company and U.S. Bank
National Association, as trustee, as "Subordinated Debt" under SECTION 8.5(b) of
the Credit Agreement.

          SECTION 4. CONDITIONS OF EFFECTIVENESS. This Amendment shall become
effective when, and only when, and as of the date (the "AMENDMENT NO. 4
EFFECTIVE DATE") on which, (x) the Administrative Agent shall have received
counterparts of this Amendment executed by the Company and Lenders with
aggregate Percentages of 51% or more or, as to any of the Lenders, advice
satisfactory to the Administrative Agent that such Lender has executed this
Amendment, (y) simultaneously with the making of the Euro Term Loans C and the
U.S. Term Loans C, the Company shall have paid all accrued and unpaid interest
on its U.S. Term Loans B, Euro Term Loans A and Euro Term Loans B to the
Amendment No. 4 Effective Date, other than interest payable to each Lender with
a Euro Term Loan C Commitment who has an outstanding Euro Term Loan A, Euro Term
Loan B, or both, and each Lender with a U.S. Term Loan C Commitment who has an
outstanding U.S. Term Loan B PLUS any loss or expense pursuant to SECTION 11.4
of the Credit Agreement and (z) the Administrative Agent shall have additionally
received all fees due and payable in connection with this Amendment No. 4,
payment of all accrued fees and expenses of the Administrative Agent (including
the reasonable and accrued fees of counsel to the Administrative Agent invoiced
on or prior to the date hereof and all of the following documents, each such
document (unless otherwise specified) dated the date of receipt thereof by the
Administrative Agent (unless otherwise specified) and in sufficient

                   Amendment No. 4 to Rayovac Credit Agreement

<Page>

                                       11

copies for each Lender, in form and substance satisfactory to the Agent (unless
otherwise specified):

               (a) A Notice of Borrowing in accordance with the requirements of
     SECTION 2.3 of the Credit Agreement prior to the Amendment No. 4 Effective
     Date with respect to the borrowing of the Euro Term Loans C and the U.S.
     Term Loans C on the Amendment No. 4 Effective Date except that the three
     Business Days notice requirement is hereby waived.

               (b) Certified copies of (i) the resolutions of the Board of
     Directors of (A) the Company approving this Amendment and the matters
     contemplated hereby and thereby and (B) each Guarantor evidencing approval
     of the Consent and the matters contemplated hereby and thereby; PROVIDED
     that no German entity shall be required to deliver copies of resolutions
     unless resolutions are necessary pursuant to its Organization Documents and
     (ii) all documents evidencing other necessary corporate action and
     governmental approvals, if any, with respect to this Amendment, the Consent
     and the matters contemplated hereby and thereby.

               (c) A certificate of the Secretary or an Assistant Secretary or
     director of the Company and each Guarantor certifying the names and true
     signatures of the officers of the Company and such Guarantor authorized to
     sign this Amendment and the Consent and the other documents to be delivered
     hereunder and thereunder, PROVIDED that, in lieu of the foregoing, each
     German Entity shall deliver a certified copy of its current excerpt of the
     commercial register file (HANDELSREGISTERAUSZUG) and a certified copy of
     the specimen signature (UNTERSCHRIFTENPROBE) currently filed with the
     commercial register of the representative of such Person who will execute,
     deliver and perform the Amendment, the Consent and the other documents to
     be delivered hereunder and thereunder, or other evidence of corporate
     authorization and incumbency satisfactory to the Administrative Agent.

               (d) Counterparts of the Consent appended hereto (the "CONSENT"),
     executed by each Guarantor (other than the Company).

               (e) A favorable opinion of Sutherland, Asbill & Brennan, counsel
     for the Company, ROV Holding Inc., a Delaware corporation, Rovcal, Inc., a
     California corporation and each Remington Company that is a Domestic
     Subsidiary in form and substance satisfactory to the Administrative Agent.

          SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company
     represents and warrants as follows:

               (a) The Company and each Guarantor is a corporation duly
     organized, validly existing and in good standing under the laws of the
     jurisdiction of its organization.

               (b) The execution, delivery and performance by the Company of
     this Amendment and the Loan Documents, as amended hereby, to which it is or
     is to be a party, the execution and delivery by each Guarantor of the
     Consent and the Loan

                   Amendment No. 4 to Rayovac Credit Agreement

<Page>

                                       12

     Documents to which it is or is to be a party, and the consummation of the
     transactions contemplated hereby are within the Company's and each
     Guarantor's corporate powers, have been duly authorized by all necessary
     corporate action and do not (i) contravene the Organization Documents of
     the Company or any Guarantor, (ii) violate any Requirement of Law, (iii)
     conflict with or result in a breach or contravention of, or the creation of
     a Lien (except for the Liens created under the Collateral Documents, as
     amended hereby) under, any document evidencing any Contractual Obligation
     to which the Company or any Guarantor is a party or any order, injunction,
     writ or decree of any Governmental Authority to which either the Company,
     any Guarantor or any of their properties is subject.

               (c) No approval, consent, exemption, authorization or other
     action by, or notice to, or filing with, any Governmental Authority is
     necessary or required in connection with the due execution, delivery or
     performance by, or enforcement against, either the Company of this
     Amendment or any of the Loan Documents, as amended hereby, to which it is
     or is to be a party or any Guarantor of the Consent or any other Loan
     Document to which it is a party.

               (d) This Amendment has been duly executed and delivered by the
     Company. This Amendment and each of the other Loan Documents, as amended
     hereby, to which the Company is a party are legal, valid and binding
     obligations of the Company, enforceable against the Company in accordance
     with their respective terms. The Consent and each of the other Loan
     Documents, as amended hereby, to which each Guarantor is a party are legal,
     valid and binding obligations of such Guarantor, enforceable against such
     Guarantor in accordance with their respective terms.

               (e) There is no action, suit, investigation, litigation or
     proceeding affecting either Borrower or any Subsidiary (including, without
     limitation, any Environmental Claim) pending or to the best knowledge of
     the Company, threatened, in arbitration or before any Governmental
     Authority that would reasonably be expected to have a Material Adverse
     Effect. No injunction, writ, temporary restraining order or other order of
     any nature has been issued by any court or other Governmental Authority
     purporting to enjoin or restrain the execution, delivery or performance of
     this Amendment or any other Loan Document or directing that the
     transactions provided for herein or therein not be consummated as herein or
     therein provided.

          SECTION 6. REFERENCE TO AND EFFECT ON THE LOAN DOCUMENTS. (a) On and
after the effectiveness of this Amendment, each reference in the Credit
Agreement to "this Agreement", "hereunder", "hereof" or words of like import
referring to the Credit Agreement, and each reference in the Notes and each of
the other Loan Documents to "the Credit Agreement", "thereunder", "thereof" or
words of like import referring to the Credit Agreement, shall mean and be a
reference to the Credit Agreement, as amended by this Amendment.

          (b) The Credit Agreement, the Notes and each of the other Loan
Documents, as specifically amended by this Amendment, are and shall continue to
be in full force and effect and are hereby in all respects ratified and
confirmed. Without limiting the generality of the foregoing, the Collateral
Documents and all of the Collateral described therein do and shall

                   Amendment No. 4 to Rayovac Credit Agreement

<Page>

                                       13

continue to secure the payment of all Obligations of the Loan Parties under the
Loan Documents, in each case as amended by this Amendment.

          (c) The execution, delivery and effectiveness of this Amendment shall
not, except as expressly provided herein, operate as a waiver of any right,
power or remedy of any Lender or the Agent under any of the Loan Documents, nor
constitute a waiver of any provision of any of the Loan Documents.

          SECTION 7. COSTS, EXPENSES. The Company agrees to pay on demand all
reasonable costs and expenses of the Administrative Agent in connection with the
preparation, execution, delivery and administration, modification and amendment
of this Amendment and the other instruments and documents to be delivered
hereunder (including, without limitation, the reasonable fees and expenses of
counsel for the Administrative Agent) in accordance with the terms of SECTION
11.4 of the Credit Agreement.

          SECTION 8. EXECUTION IN COUNTERPARTS. This Amendment may be executed
in any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.
Delivery of an executed counterpart of a signature page to this Amendment by
telecopier shall be effective as delivery of a manually executed counterpart of
this Amendment.

          SECTION 9. GOVERNING LAW. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.

                   Amendment No. 4 to Rayovac Credit Agreement

<Page>

          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized, as of the
date first above written.

                              RAYOVAC CORPORATION


                              By            /s/ Randall J. Steward
                                  ------------------------------------
                              Title: Executive Vice President & CFO


                              VARTA GERATEBATTERIE GMBH & CO.
                              KGAA


                              By         /s/ Remy Burel
                                  ------------------------------------
                                Title: Chief Executive Officer

                              By         /s/ Andreas Rouve
                                  ------------------------------------
                                  Title: Chief Financial Officer

                              BANK OF AMERICA, N.A.,
                              as Administrative Agent and as Lender


                              By
                                  ---------------------------------------
                                  Title: Managing Director

                   Amendment No. 4 to Rayovac Credit Agreement

<Page>

Each undersigned that is an Additional Lender hereby agrees to become a Lender
as defined in the Credit Agreement and be bound by the terms and conditions
thereof.

                              Agreed as of the date first above written


                              ----------------------------------------
                              [Please type or print name of Lender]


                              By
                                 -------------------------------------
                                 Title:

                   Amendment No. 4 to Rayovac Credit Agreement

<Page>

                                                                    SCHEDULE 2.1

                                   COMMITMENTS

<Table>
<Caption>
          NAME OF LENDER             FACILITY            AMOUNT OF COMMITMENT
          --------------             --------            --------------------
<S>                                  <C>                 <C>
Bank of America, N.A.



TOTAL:
</Table>

EURO TERM LOAN C LENDERS AND EURO TERM LOAN C COMMITMENTS

As set forth in the Register maintained by the Administrative Agent pursuant to
Section 11.8 - TOTAL EURO TERM LOAN C COMMITMENTS: EURO [__________]

U.S. TERM LOAN C LENDERS AND U.S. TERM LOAN C COMMITMENTS

As set forth in the Register maintained by the Administrative Agent pursuant to
Section 11.8 - TOTAL U.S. TERM LOAN C COMMITMENTS: $[__________]


           Schedule 2.1 to Amendment No. 4 to Rayovac Credit Agreement

<Page>

                                 SCHEDULE 2.9(d)

                                EURO TERM LOAN C

         Schedule 2.9(d) to Amendment No. 4 to Rayovac Credit Agreement

<Page>

                                 SCHEDULE 2.9(e)

                                U.S. TERM LOAN C

         Schedule 2.9(e) to Amendment No. 4 to Rayovac Credit Agreement

<Page>

                                     CONSENT

                                                  Dated as of February ___, 2004


          Each of the undersigned, as Guarantors under, as applicable (i) the
Guaranty dated as of October 1, 2002, (ii) the Restated Guaranty dated as of
October 1, 2002 or (iii) any other guaranty issued by any Person of the
Obligations of the Company or the Subsidiary Borrower, in each case
(collectively, the "GUARANTY") in favor of the Administrative Agent and the
Lenders parties to the Credit Agreement referred to in the foregoing Amendment,
hereby consents to such Amendment and hereby confirms and agrees that (a)
notwithstanding the effectiveness of such Amendment, the Guaranty is, and shall
continue to be, in full force and effect and is hereby ratified and confirmed in
all respects, except that, on and after the effectiveness of such Amendment,
each reference in the Guaranty to the "Credit Agreement", "thereunder",
"thereof" or words of like import shall mean and be a reference to the Credit
Agreement, as amended by such Amendment, and (b) each of the Collateral
Documents to which such Guarantor is a party and all of the Collateral described
therein do, and shall continue to, secure the payment of all of the obligations
to be secured thereunder.

                                        ROV HOLDING, INC.


                                        By
                                           ----------------------------
                                           Title:

                                        ROV INTERNATIONAL FINANCE COMPANY


                                        By
                                           ----------------------------
                                           Title:

                                        RAYOVAC EUROPE GMBH


                                        By
                                           ----------------------------
                                           Title:


                                        ROV GERMAN GENERAL PARTNER GMBH


                                        By
                                           ----------------------------
                                           Title:


                                        ROV GERMAN LIMITED GMBH


                                        By
                                           ----------------------------
                                           Title:

             Consent to Amendment No. 4 to Rayovac Credit Agreement

<Page>

                                        RAYOVAC (UK) LTD.


                                        By
                                           ----------------------------
                                           Title:


                                        ROVCAL, INC.


                                        By
                                           ----------------------------
                                           Title:


                                        REMINGTON PRODUCTS COMPANY, L.L.C.


                                        By
                                           ----------------------------
                                           Title:

             Consent to Amendment No. 4 to Rayovac Credit Agreement