EXHIBIT 4.8
FOURTH AMENDMENT, dated as of December 30, 1996 (this "Amendment"), to the
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CREDIT AGREEMENT, dated as of November 30, 1993 (as the same may be amended,
supplemented or otherwise modified from time to time, the "Credit Agreement"),
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among Remington Arms Company, Inc. (f/k/a RACI Acquisition Corporation), a
Delaware corporation (the "Borrower"), the several banks and other financial
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institutions from time to time parties thereto (the "Lenders"), The Chase
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Manhattan Bank ("Chase"), and Union Bank of Switzerland, New York Branch, as co-
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agents, and Chase, as administrative agent for the Lenders thereunder (in such
capacity, the "Administrative Agent").
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W I T N E S S E T H :
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WHEREAS, the Borrower has requested the Lenders to amend the Credit
Agreement in certain respects;
WHEREAS, the Lenders have agreed to amend the Credit Agreement to the
extent and upon the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
contained herein, the parties hereto agree as follows:
SECTION 1. DEFINITIONS
1.1 Defined Terms. Unless otherwise defined herein, terms defined in the
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Credit Agreement shall be used herein as defined therein.
SECTION 2. AMENDMENT OF CREDIT AGREEMENT
2.1 Amendment of Section 8.1(a) of the Credit Agreement. Section 8.1(a)
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of the Credit Agreement is hereby amended by deleting such Section and
substituting therefor the following:
"(a) Maintenance of EBITDA Ratio. Permit, for any period of four
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consecutive fiscal quarters of the Borrower ending on any date set forth
below, the EBITDA Ratio of the Borrower and its consolidated Subsidiaries
at the last day of such period, to be greater than the ratio set forth
opposite such date below:
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Period Ended Ratio
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December 31, 1996 10.5 to 1.0
March 31, 1997 12.0 to 1.0
June 30, 1997 12.0 to 1.0
September 30, 1997 9.0 to 1.0
December 31, 1997 8.0 to 1.0
March 31, 1998 8.0 to 1.0
June 30, 1998 8.0 to 1.0
September 30, 1998 8.0 to 1.0
December 31, 1998 5.75 to 1.0
March 31, 1999 5.75 to 1.0
June 30, 1999 5.75 to 1.0
September 30, 1999 5.75 to 1.0
December 31, 1999 5.0 to 1.0
March 31, 2000 5.0 to 1.0
June 30, 2000 5.0 to 1.0
September 30, 2000 5.0 to 1.0
December 31, 2000 4.0 to 1.0"
2.2 Amendment of Section 8.1(b) of the Credit Agreement. Section
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8.1(b) of the Credit Agreement is hereby amended by deleting such Section and
substituting therefor the
following:
"(b) Maintenance of EBITDA. Permit, for any period of four
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consecutive fiscal quarters of the Borrower ending on any date set forth
below, the amount of EBITDA of the Borrower and its consolidated
Subsidiaries for such period, to be less than the amount set forth opposite
such date below:
Period Ending Amount
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December 31, 1996 $ 24,000,000
March 31, 1997 $ 24,000,000
June 30, 1997 $ 24,000,000
September 30, 1997 $ 30,000,000
December 31, 1997 $ 36,000,000
March 31, 1998 $ 36,000,000
June 30, 1998 $ 36,000,000
September 30, 1998 $ 36,000,000
December 31, 1998 $ 44,000,000
March 31, 1999 $ 44,000,000
June 30, 1999 $ 44,000,000
September 30, 1999 $ 44,000,000
December 31, 1999 $ 48,000,000
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March 31, 2000 $ 48,000,000
June 30, 2000 $ 48,000,000
September 30, 2000 $ 48,000,000
December 31, 2000 $ 54,000,000"
2.3 Amendment of Section 8.1(c) of the Credit Agreement. Section
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8.1(c) of the Credit Agreement is hereby amended by deleting such Section and
substituting therefor the following:
"(c) Maintenance of Interest Expense Ratio. Permit, for any period
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of four consecutive fiscal quarters of the Borrower ending on any date set
forth below, the Consolidated Interest Expense Ratio at the last day of
such period, to be less than the ratio set forth opposite such date below:
Period Ending Ratio
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December 31, 1996 1.0 to 1.0
March 31, 1997 1.0 to 1.0
June 30, 1997 1.0 to 1.0
September 30, 1997 1.2 to 1.0
December 31, 1997 1.4 to 1.0
March 31, 1998 1.4 to 1.0
June 30, 1998 1.4 to 1.0
September 30, 1998 1.4 to 1.0
December 31, 1998 1.8 to 1.0
March 31, 1999 1.8 to 1.0
June 30, 1999 1.8 to 1.0
September 30, 1999 1.8 to 1.0
December 31, 1999 2.15 to 1.0
March 31, 2000 2.15 to 1.0
June 30, 2000 2.15 to 1.0
September 30, 2000 2.15 to 1.0
December 31, 2000 2.75 to 1.0"
2.4 Amendment of Section 8.1(d) of the Credit Agreement. Section
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8.1(d) of the Credit Agreement is hereby amended by deleting such Section and
substituting therefor the following:
"(d) Maintenance of Net Worth. Permit, at any time during any test
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period set forth below, Consolidated Net Worth of the Borrower and its
consolidated Subsidiaries to be less than the amount set forth opposite
such test period below:
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Test Period Amount
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December 31, 1995 - December 30, 1996 $ 95,000,000
December 31, 1996 - December 30, 1997 $ 95,000,000
December 31, 1997 - December 30, 1998 $ 100,000,000
December 31, 1998 - December 30, 1999 $ 107,700,000
December 31, 1999 - December 30, 2000 $ 117,000,000"
2.5 Amendment of Section 8.9 of the Credit Agreement. Section 8.9 of
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the Credit Agreement is hereby amended by deleting such Section and substituting
therefor the following:
"8.9 Limitation on Capital Expenditures. Make or commit to make any
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Capital Expenditures (excluding (x) any expenses incurred in connection
with normal replacement and maintenance programs properly charged to
current operations, (y) any reinvestments of Net Cash Proceeds (or amounts
equal thereto) not to exceed $15,000,000 in the aggregate during the term
of this Agreement received with respect to any Asset Sale which
reinvestments are made in accordance with Section 8.6(g) and (z) any
reinvestments of Net Cash Proceeds (or amounts equal thereto) received with
respect to any Recovery Event which reinvestments are made in accordance
with Section 4.4(e)) exceeding in the aggregate for the Borrower and its
consolidated Subsidiaries, for any fiscal year of the Borrower (and, with
respect to fiscal year 1993, of Remington) set forth below, the amount set
forth opposite such fiscal year below:
Fiscal Year Amount
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1993 $11,500,000
1994 $21,000,000
1995 $25,000,000
1996 $20,000,000
1997 $12,000,000
1998 $12,000,000
1999 $15,000,000
2000 $15,000,000
provided that (i) any Capital Expenditures permitted to be made during any
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fiscal year (and not carried over from a prior fiscal year) and not made
during such fiscal year may be carried over and expended during the next
succeeding fiscal year and (ii) Capital Expenditures made during any fiscal
year shall be first deemed made in respect of amounts carried over from the
prior fiscal year and then deemed made in respect of amounts permitted for
such fiscal year."
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SECTION 3. MISCELLANEOUS
3.1 Amendment Work Fee. In connection with the preparation,
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execution, and delivery of this Amendment, the Borrower agrees to pay to the
Administrative Agent, for the account of each Lender ("Amendment Lender") who
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executes and delivers this Amendment on or prior to the close of business on
Monday, December 23, 1996, an amendment fee (the "Amendment Fee") in an amount
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equal to 0.125% of the sum, for each such Amendment Lender, of (x) the aggregate
unpaid principal amount of its Term Loan and (y) its aggregate Revolving Credit
Commitment. The Amendment Fee shall be payable in full promptly after the
Effective Date.
3.2 Limited Effect. Except as expressly amended, modified and
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supplemented hereby, the Credit Agreement is, and shall remain, in full force
and effect in accordance with its terms.
3.3 Effectiveness. This Amendment shall become effective as of the
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date hereof (the "Effective Date") upon receipt by the Administrative Agent of a
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counterpart hereof duly executed by the Borrower and the Required Lenders. The
Administrative Agent shall notify the Borrower and each Lender of such Effective
Date.
3.4 Counterparts. This Amendment may be executed by one or more of
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the parties hereto on any number of separate counterparts, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. A set of the copies of this Amendment signed by all the parties
shall be lodged with the Borrower and the Agent. This Amendment may be
delivered by facsimile transmission of the relevant signature pages hereof.
3.5 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED
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AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed and delivered by their proper and duly authorized officers as
of the day and year first above written.
REMINGTON ARMS COMPANY, INC. (f/k/a
RACI Acquisition Corporation)
By: /s/ Xxxx Xxxxxx
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Title: Vice President
The Administrative Agent and a Lender:
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THE CHASE MANHATTAN BANK
By: /s/ Xxxxxxx X. Xxxxxxxx
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Title: Managing Director
The Lenders:
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THE BANK OF NEW YORK
By: /s/ Xxxxxxx X. Xxxxxx
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Title: Vice President
BANK OF SCOTLAND
By: /s/ Xxxxxxxxx Xxxxxx
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Title: Vice President and Branch Manager
BANQUE FRANCAISE DU COMMERCE EXTERIEUR
By: _______________________
Title:
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BANQUE PARIBAS
By: ________________________
Title:
By: ________________________
Title:
BAYBANK, N.A.
By: /s/ Hope L. Xxxxxx Xxxxxx
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Title: Vice President
THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ Xxx Xxxxxx
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Title: Assistant Secretary
COMERICA BANK
By: /s/ Xxxx Xxxxx
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Title: Vice President
CREDIT LYONNAIS, NEW YORK BRANCH
By: _________________________
Title:
FLEET NATIONAL BANK (formerly known
as Shawmut Bank, N.A.)
By: /s/ P.A. Xxxxxxx
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Title: Managing Director
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FIRST UNION NATIONAL BANK
By: /s/ Xxxxxx Xxxxxxx
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Title: Vice President
GIROCREDIT BANK
By: /s/ Xxxx Xxxxxxx
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Title: Vice President
By: /s/ Xxxxxxx Xxxxx
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Title: First Vice President
IBJ XXXXXXXX BANK & TRUST COMPANY
By: ______________________________
Title:
MARINE MIDLAND BANK
By: /s/ Xxxxxx XxXxxx
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Title: Senior Vice President
NATIONAL CITY BANK
By: /s/ Xxxxxx X. Xxxx
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Title: Vice President
NATIONSBANK
By: /s/ Xxx X. Xxxxxxxx
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Title: Senior Vice President
PNC BANK - DELAWARE
By: Xxxxx X. Xxxxxxxx
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Title: Vice President
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SOCIETE GENERALE
By: /s/ Xxxx X. Xxxxxx
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Title: Vice President
UNION BANK OF SWITZERLAND, NEW YORK BRANCH
By: /s/ Xxxxxxx X. Xxxx
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Title: Vice President
By: /s/ Xxxx X. Xxxxxxx
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Title: Assistant Treasurer
U.S. NATIONAL BANK OF OREGON
By: _________________________
Title:
XXXXX FARGO BANK, N.A.
By: /s/ Xxxx X. Xxxx
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Title: Vice President
