EXHIBIT 10.1
AMENDMENT NO. 3 TO CREDIT AND GUARANTEE AGREEMENT
AMENDMENT NO. 3 TO CREDIT AND GUARANTEE AGREEMENT ("this Amendment"), dated
as of July 1, 2002, among REMINGTON PRODUCTS COMPANY, L.L.C., a Delaware limited
liability company (the "Company") REMINGTON CONSUMER PRODUCTS LIMITED, a company
incorporated under the laws of England (the "UK Borrower"), REMINGTON PRODUCTS
GMBH, a company organized and existing under the laws of Germany (the "German
Borrower"), REMINGTON CONSUMER PRODUCTS (IRELAND) LIMITED, a company
incorporated under the laws of Ireland (the "Irish Borrower") and REMINGTON
PRODUCTS (CANADA) INC., a company incorporated under the laws of Canada (the
"Canadian Borrower"; together with the Company, the UK Borrower, the German
Borrower and the Irish Borrower, the "Borrowers"), the lending institutions
party hereto and Fleet Capital Corporation, as administrative agent (the
"Agent").
WHEREAS, the Borrowers, certain lenders, Fleet Securities, Inc., as sole
advisor, lead arranger and book manager, Congress Financial Corporation (New
England), as syndication agent and coarranger, and the Agent entered into a
certain Credit and Guarantee Agreement, dated as of August 21, 2001, as amended
as of September 30, 2001 and as of March 28, 2002 (such agreement being referred
to herein as the "Credit Agreement"), pursuant to which one or more of such
lenders have agreed, subject to certain terms and conditions, to make revolving
advances to one or more of the Borrowers and to issue or to cause the issuance
of letters of credit for the account of one or more of the Borrowers;
WHEREAS, the Borrowers have requested that the Required Lenders agree to
amend Section 9.4 (Financial Statements, Reports, etc.) of the Credit Agreement
and the Required Lenders, subject to the terms and conditions set forth herein,
are willing to grant such request;
NOW, THEREFORE, the Company, on behalf of the Borrowers, and the Required
Lenders hereby agree as follows:
SECTION 1. CAPITALIZED TERMS. Capitalized terms used but not defined herein
shall have the respective meanings set forth in the Credit Agreement.
SECTION 2. AMENDMENT TO THE CREDIT AGREEMENT. 2.1 Section 9.4 (Financial
Statements, Reports, etc.) of the Credit Agreement is hereby amended by adding
the following parenthetical after the date "September 30, 2002" where it appears
in clause (o) of such Section:
(but only so long as the unused amount available under the Borrowing Base
of the Company and the other Borrowers is equal to or less than $12,500,000 (as
calculated in accordance with Section 1.2(e) hereof with respect to the Foreign
Borrowers))
SECTION 3. EFFECTIVENESS. This Amendment shall become effective when
counterparts hereof have been duly executed and delivered to the Agent by the
Company, on behalf of the Borrowers, and the Required Lenders.
SECTION 4. COUNTERPARTS. This Amendment may be executed in counterparts,
each of which shall be an original, and all of which, taken together, shall
constitute a single instrument. This Amendment shall be governed by, and
construed in accordance with, the laws of the State of New York.
SECTION 5. REFERENCES TO CREDIT AGREEMENT. From and after the effectiveness
of this Amendment and the amendment contemplated hereby, all references in the
Credit Agreement to "this Agreement", "hereof", "herein", and similar terms
shall mean and refer to the Credit Agreement, as the provisions thereof have
been amended by this Amendment, and all references in other documents to the
Credit Agreement shall mean such agreement as the provisions thereof have been
amended by this Amendment.
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SECTION 6. RATIFICATION AND CONFIRMATION. The Credit Agreement is hereby
ratified and confirmed and, except as herein agreed, remains in full force and
effect. The Company, on behalf of the Borrowers, represents and warrants that
after giving effect to this Amendment (i) all representations and warranties
contained in the Loan Documents are true and correct in all material respects
with the same effect as though such representations and warranties had been made
on and as of the date hereof (except to the extent that such representations or
warranties expressly related to a specified date) and (ii) there exists no
Default or Event of Default.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed by their respective authorized officers as of the day and year
first above written.
REMINGTON PRODUCTS COMPANY,L.L.C.
By:
--------------------------------
Name:
Title:
REMINGTON CONSUMER PRODUCTS LIMITED
By:
--------------------------------
Name:
Title:
REMINGTON PRODUCTS GMBH
By:
---------------------------------
Name:
Title:
REMINGTON CONSUMER PRODUCTS
(IRELAND) LIMITED
By:
----------------------------------
Name:
Title:
REMINGTON PRODUCTS (CANADA) INC.
By:
----------------------------------
Name:
Title:
3
FLEET CAPITAL CORPORATION, as
Agent and as a Lender
By:
----------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
CONGRESS FINANCIALCORPORATION
(NEW ENGLAND), as a Lender
By:
-----------------------------------
Name:
Title:
XXXXXX FINANCIAL, INC., as a Lender
By:
-----------------------------------
Name:
Title:
CITIZENS BUSINESS CREDIT CO.,
A DIVISION OF CITIZENS LEASING
CORP., as a Lender
By:
-----------------------------------
Name:
Title:
IBJ WHITEHALL BUSINESS
CREDIT CORPORATION, as a Lender
By:
-----------------------------------
Name:
Title:
THE PROVIDENT BANK, as a Lender
By:
-----------------------------------
Name:
Title:
4
PNC, NATIONAL ASSOCIATION, as a Lender
By:
-----------------------------------
Name:
Title:
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