Exhibit 10.23
JOINDER AND SUPPLEMENT TO INTERCREDITOR AGREEMENT
THIS JOINDER AND SUPPLEMENT TO INTERCREDITOR AGREEMENT (this "Agreement") is
entered into on December 13, 2010, by and among SEED RESOURCES, L.L.C., a
Michigan limited liability company ("New Grantor"), SPECTRUM BRANDS, INC., a
Delaware corporation (the "Company"), BANK OF AMERICA, N.A., in its capacity as
collateral agent and administrative agent for certain financial institutions
(together with its successors and assigns in such capacity, "ABL Agent"), and
WELLS FARGO BANK, NATIONAL ASSOCIATION, in its capacity as collateral agent and
trustee for certain financial institutions (together with its successors and
assigns in such capacity, "Term/Notes Agent").
Recitals:
Company, SB/RH Holdings, LLC, a Delaware limited liability company ("Holdings"),
the subsidiaries of the Company party thereto as grantors (collectively with the
Company and Holdings, the "Existing Grantors"), ABL Agent and Term/Notes Agent
are parties to a certain Intercreditor Agreement dated as of June 16, 2010 (as
at any time amended, restated, supplemented or otherwise modified, the
"Intercreditor Agreement").
Existing Grantors have advised ABL Agent and Term/Notes Agent of the acquisition
by United Pet Group, Inc. of all of the equity interests in New Grantor. In
accordance with the Finance Documents (as defined in the Intercreditor
Agreement), New Grantor has agreed, or may in the future agree, to become bound
as a borrower or guarantor under the ABL Documents or the Term/Notes Documents,
or both, and has granted, or may in the future grant, to ABL Agent or Term/Notes
Agent, or both, a security interest in and lien upon all or substantially all of
its assets to secure, respectively, the ABL Obligations (as defined in the
Intercreditor Agreement) or the Term/Notes Obligations (as defined in the
Intercreditor Agreement), or both.
ABL Agent, Term/Notes Agent, New Grantor and Company desire to enter into this
Agreement in order to join New Grantor as a Grantor under the Intercreditor
Agreement and to set forth the respective rights and priorities of the liens of
ABL Agent and Term/Notes Agent in the property of New Grantor.
NOW, THEREFORE, for and in consideration of TEN DOLLARS ($10.00) in hand paid
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto hereby agree as follows:
1. Definitions. Each capitalized term used herein, unless otherwise defined
herein, shall have the meaning ascribed to such term in the Intercreditor
Agreement.
2. Joinder of New Borrower under Intercreditor Agreement. By its execution and
delivery of this Agreement, New Grantor (a) acknowledges and agrees that, as of
the date hereof, it is a "Grantor" and a "Subsidiary Guarantor" under the
Intercreditor Agreement with the same force and effect as if originally named
therein as a "Grantor" and "Subsidiary Guarantor;" (b) covenants with ABL Agent,
Term/Notes Agent and Company that it will observe and perform the terms and
provisions of the Intercreditor Agreement to the same extent as if it were an
original party thereto, and (c) confirms that it has received a copy of the
Intercreditor Agreement. By their signatures