ROV GUARANTY

EXHIBIT 10.3

ROV GUARANTY

Dated as of February 7, 2005

From

THE ROV GUARANTORS NAMED HEREIN

and

THE ADDITIONAL ROV GUARANTORS REFERRED TO HEREIN

as ROV Guarantors

in favor of

THE SECURED PARTIES REFERRED TO IN

THE CREDIT AGREEMENT REFERRED TO HEREIN

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T A B L E O F C O N T E N T S

Section Page

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Section 1. Guaranty; Limitation of Liability..............................................................1

Section 2. Guaranty Absolute..............................................................................2

Section 3. Waivers and Acknowledgments....................................................................3

Section 4. Subrogation....................................................................................4

Section 5. Payments Free and Clear of Taxes, Etc..........................................................5

Section 6. Representations and Warranties.................................................................5

Section 7. Covenants......................................................................................6

Section 8. Amendments, ROV Guaranty Supplements, Etc......................................................6

Section 9. No Waiver; Remedies............................................................................6

Section 10. Subordination.................................................................................6

Section 11. Continuing Guaranty; Assignments under the Credit Agreement...................................8

Section 12. Execution in Counterparts.....................................................................8

Section 13. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc........................................8

Exhibit A - ROV Guaranty Supplement

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ROV GUARANTY

ROV GUARANTY dated as of February 7, 2005 made by the

Persons listed on the signature pages hereof under the caption "ROV

Guarantors" and the Additional ROV Guarantors (as defined in Section 8(b))

(such Persons so listed and the Additional ROV Guarantors being, collectively,

the "ROV Guarantors" and, individually, each an "ROV Guarantor") in favor of

the Secured Parties (as defined in the Credit Agreement referred to below).

PRELIMINARY STATEMENT. Rayovac Corporation, a Wisconsin

corporation (the "U.S. Borrower"), Varta Consumer Batteries GmbH & Co. KGaA, a

German partnership limited by shares (the "Euro Borrower") and Rayovac Europe

Limited, a limited liability company (the "UK Borrower" and, together with the

U.S. Borrower and the Euro Borrower, each a "Borrower" and collectively the

"Borrowers") are party to a Fourth Amended and Restated Credit Agreement dated

as of February 7, 2005 (as amended, amended and restated, supplemented or

otherwise modified from time to time, the "Credit Agreement"; the capitalized

terms defined therein and not otherwise defined herein being used herein as

therein defined) with certain Lenders party thereto, and Bank of America,

N.A., as Administrative Agent for such Lenders. Each ROV Guarantor will derive

substantial direct and indirect benefits from the transactions contemplated by

the Credit Agreement. It is a condition precedent to the making of Loans by

the Lenders and the issuance of Letters of Credit by the L/C Issuer under the

Credit Agreement, the entry by the Hedge Banks into Secured Hedge Agreements

and the entry by the Qualified Foreign Lenders into Qualified Foreign Credit

Facilities from time to time that each ROV Guarantor shall have executed and

delivered this ROV Guaranty.

NOW, THEREFORE, in consideration of the premises and in

order to induce the Lenders to make Loans and the L/C Issuer to issue Letters

of Credit under the Credit Agreement, the Hedge Banks to enter into Secured

Hedge Agreements and the Qualified Foreign Lenders to enter into Qualified

Foreign Credit Facilities from time to time, each ROV Guarantor, jointly and

severally with each other ROV Guarantor, hereby agrees as follows:

Section 1. Guaranty; Limitation of Liability. (a) Each ROV

Guarantor hereby absolutely, unconditionally and irrevocably guarantees the

punctual payment when due, whether at scheduled maturity or on any date of a

required prepayment or by acceleration, demand or otherwise, of all

Obligations of the U.S. Borrower and each other ROV Guarantor now or hereafter

existing under or in respect of the Loan Documents (including, without

limitation, any extensions, modifications, substitutions, amendments or

renewals of any or all of the foregoing Obligations) (such Obligations being

the "ROV Guaranteed Obligations"). Without limiting the generality of the

foregoing, each ROV Guarantor's liability shall extend to all amounts that

constitute part of the ROV Guaranteed Obligations and would be owed by the

U.S. Borrower or any ROV Guarantor to any Secured Party under or in respect of

the Loan Documents but for the fact that they are unenforceable or not

allowable due to the existence of a bankruptcy, reorganization or similar

proceeding involving such other Loan Party.

(b) Each ROV Guarantor, and by its acceptance of this ROV

Guaranty, the Administrative Agent and each other Secured Party, hereby

confirms that it is the intention of all such Persons that this ROV Guaranty

and the Obligations of each ROV Guarantor hereunder not

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constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy

Law (as hereinafter defined), the Uniform Fraudulent Conveyance Act, the

Uniform Fraudulent Transfer Act or any similar foreign, federal or state Law

to the extent applicable to this ROV Guaranty and the Obligations of each ROV

Guarantor hereunder. To effectuate the foregoing intention, the Administrative

Agent, the other Secured Parties and the ROV Guarantors hereby irrevocably

agree that the Obligations of each ROV Guarantor under this ROV Guaranty at

any time shall be limited to the maximum amount as will result in the

Obligations of such ROV Guarantor under this ROV Guaranty not constituting a

fraudulent transfer or conveyance. For purposes hereof, "Bankruptcy Law" means

any proceeding of the type referred to in Section 8.01(f) of the Credit

Agreement or Title 11, U.S. Code, or any similar foreign, federal or state Law

for the relief of debtors.

(c) Each ROV Guarantor hereby unconditionally and

irrevocably agrees that in the event any payment shall be required to be made

to any Secured Party under this ROV Guaranty, such ROV Guarantor will

contribute, to the maximum extent permitted by Law, such amounts to each other

ROV Guarantor so as to maximize the aggregate amount of such payment to the

Secured Parties under or in respect of the Loan Documents.

Section 2. Guaranty Absolute. Each ROV Guarantor guarantees

that the ROV Guaranteed Obligations will be paid in accordance with the terms

of the Loan Documents, regardless of any Law, regulation or order now or

hereafter in effect in any jurisdiction affecting any of such terms or the

rights of any Secured Party with respect thereto to the fullest extent

permitted by applicable Law. The Obligations of each ROV Guarantor under or in

respect of this ROV Guaranty are independent of the ROV Guaranteed Obligations

or any other Obligations of any other Loan Party under or in respect of the

Loan Documents, and a separate action or actions may be brought and prosecuted

against each ROV Guarantor to enforce this ROV Guaranty, irrespective of

whether any action is brought against the U.S. Borrower or any other Loan

Party or whether the U.S. Borrower or any other Loan Party is joined in any

such action or actions. The liability of each ROV Guarantor under this ROV

Guaranty shall be irrevocable, absolute and unconditional irrespective of, and

each ROV Guarantor hereby irrevocably waives to the fullest extent permitted

by applicable Law any defenses it may now have or hereafter acquire in any way

relating to, any or all of the following:

(a) any lack of validity or enforceability of any Loan

Document or any agreement or instrument relating thereto;

(b) any change in the time, manner or place of payment

of, or in any other term of, all or any of the ROV Guaranteed

Obligations or any other Obligations of any other Loan Party under

or in respect of the Loan Documents, or any other amendment or

waiver of or any consent to departure from any Loan Document,

including, without limitation, any increase in the ROV Guaranteed

Obligations resulting from the extension of additional credit to any

Loan Party or any of its Subsidiaries or otherwise;

(c) any taking, exchange, release or non-perfection of

any Collateral or any other collateral, or any taking, release or

amendment or waiver of, or consent to departure from, any other

guaranty, for all or any of the ROV Guaranteed Obligations or any

other Obligations of any other Loan Party under or in respect of the

Loan Documents;

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(d) any manner of application of Collateral or any

other collateral, or proceeds thereof, to all or any of the ROV

Guaranteed Obligations or any other Obligations of any other Loan

Party under or in respect of the Loan Documents, or any manner of

sale or other disposition of any Collateral or any other collateral

for all or any of the ROV Guaranteed Obligations or any other

Obligations of any Loan Party under the Loan Documents or any other

assets of any Loan Party or any of its Subsidiaries;

(e) any change, restructuring or termination of the

corporate structure or existence of any Loan Party or any of its

Subsidiaries;

(f) any failure of any Secured Party to disclose to any

Loan Party any information relating to the business, condition

(financial or otherwise), operations, performance, properties or

prospects of any other Loan Party now or hereafter known to such

Secured Party (each ROV Guarantor waiving any duty on the part of

the Secured Parties to disclose such information);

(g) the failure of any other Person to execute or

deliver this ROV Guaranty, any ROV Guaranty Supplement (as

hereinafter defined) or any other guaranty or agreement or the

release or reduction of liability of any ROV Guarantor or other

guarantor or surety with respect to the ROV Guaranteed Obligations

(other than in connection with the termination of this ROV Guaranty

in accordance with the provisions of Section 11); or

(h) any other circumstance (including, without

limitation, any statute of limitations) or any existence of or

reliance on any representation by any Secured Party that might

otherwise constitute a defense available to, or a discharge of, any

Loan Party or any other guarantor or surety.

This ROV Guaranty shall continue to be effective or be reinstated, as the case

may be, if at any time any payment of any of the ROV Guaranteed Obligations is

rescinded or must otherwise be returned by any Secured Party or any other

Person (but only to the extent that such Person has a claim against a Secured

Party, or a Secured Party is liable to such Person, as a result of such

rescission or return) upon the insolvency, bankruptcy or reorganization of the

U.S. Borrower or any other Loan Party or otherwise, all as though such payment

had not been made.

Section 3. Waivers and Acknowledgments. (a) Each ROV

Guarantor hereby unconditionally and irrevocably waives promptness, diligence,

notice of acceptance, presentment, demand for performance, notice of

nonperformance, default, acceleration, protest or dishonor and any other

notice with respect to any of the ROV Guaranteed Obligations and this ROV

Guaranty and any requirement that any Secured Party protect, secure, perfect

or insure any Lien or any property subject thereto or exhaust any right or

take any action against any Loan Party or any other Person or any Collateral.

(b) Each ROV Guarantor hereby unconditionally and

irrevocably waives any right to revoke this ROV Guaranty and acknowledges that

this ROV Guaranty is continuing in nature and applies to all ROV Guaranteed

Obligations, whether existing now or in the future.

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(c) Each ROV Guarantor hereby unconditionally and

irrevocably waives (i) any defense arising by reason of any claim or defense

based upon an election of remedies by any Secured Party that in any manner

impairs, reduces, releases or otherwise adversely affects the subrogation,

reimbursement, exoneration, contribution or indemnification rights of such ROV

Guarantor or other rights of such ROV Guarantor to proceed against any of the

other Loan Parties, any other guarantor or any other Person or any Collateral

and (ii) any defense based on any right of set-off or counterclaim against or

in respect of the Obligations of such ROV Guarantor hereunder.

(d) Each ROV Guarantor acknowledges that the Administrative

Agent may, without notice to or demand upon such ROV Guarantor and without

affecting the liability of such ROV Guarantor under this ROV Guaranty,

foreclose under any mortgage by nonjudicial sale, and each ROV Guarantor

hereby waives any defense to the recovery by the Administrative Agent and the

other Secured Parties against such ROV Guarantor of any deficiency after such

nonjudicial sale and any defense or benefits that may be afforded by

applicable Law.

(e) Each ROV Guarantor hereby unconditionally and

irrevocably waives any duty on the part of any Secured Party to disclose to

such ROV Guarantor any matter, fact or thing relating to the business,

condition (financial or otherwise), operations, performance, properties or

prospects of any other Loan Party or any of its Subsidiaries now or hereafter

known by such Secured Party.

(f) Each ROV Guarantor acknowledges that it will receive

substantial direct and indirect benefits from the financing arrangements

contemplated by the Loan Documents and that the waivers set forth in Section 2

and this Section 3 are knowingly made in contemplation of such benefits.

Section 4. Subrogation. Each ROV Guarantor hereby

unconditionally and irrevocably agrees not to exercise any rights that it may

now have or hereafter acquire against the U.S. Borrower or any other Loan

Party that arise from the existence, payment, performance or enforcement of

such ROV Guarantor's Obligations under or in respect of this ROV Guaranty or

any other Loan Document, including, without limitation, any right of

subrogation, reimbursement, exoneration, contribution or indemnification and

any right to participate in any claim or remedy of any Secured Party against

the U.S. Borrower or any othe