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EXHIBIT 4
FIFTH AMENDMENT, dated as of September 23, 1998 (this "Amendment"),
to the 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"), among Remington Arms Company, Inc. (f/k/a RACI Acquisition
Corporation), a Delaware corporation (the "Borrower"), the several banks and
other financial institutions from time to time parties thereto (the "Lenders"),
The Chase Manhattan Bank ("Chase"), and UBS AG, New York Branch, as co-agents,
and Chase, as administrative agent for the Lenders thereunder (in such capacity,
the "Administrative Agent").
WITNESSETH:
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 Credit Agreement shall be used herein as defined therein.
SECTION 2. AMENDMENT OF CREDIT AGREEMENT
2.1 Amendment of Section 8.8(a) of the Credit Agreement. Section 8.8(a)
of the Credit Agreement is hereby amended by deleting such Section and
substituting therefor the following:
"Limitation on Optional Payments and Modifications of Debt
Instruments, etc. (a) Make any optional payment or prepayment on or
redemption, repurchase or defeasance of any Subordinated Notes, except
that so long as no Default or Event of Default has occurred and is
continuing or would result therefrom, the Borrower may optionally pay,
prepay, redeem or repurchase Subordinated Notes for consideration not
exceeding in the aggregate $25,000,000;"
2.2 Amendment of Section 8.10 of the Credit Agreement. (a) Section 8.10
of the Credit Agreement is hereby amended by deleting the "and" at the end of
Section 8.10(k), replacing the period at the end of section 8.10(l) with
"; and" and adding the following Section 8.10(m):
"(m) Investments in Subordinated Notes permitted by Section 8.8(a)."
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SECTION 3. MISCELLANEOUS
3.1 Limited Effect. Except as expressly amended hereby, the Credit
Agreement is, and shall remain, in full force and effect in accordance with its
terms.
3.2 Effectiveness. This Amendment shall become effective as of the date
hereof upon receipt by the Administrative Agent of a counterpart hereof duly
executed by the Borrower and the Required Lenders.
3.3 Counterparts. This Amendment may be executed by one or more of 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.
3.4 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
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/ Xxxxx Xxxxxxxxxxx
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Title: Treasurer
The Administrative Agent and a Lender:
THE CHASE MANHATTAN BANK
By: /s/ Xxxxxxx X. Xxxxxxxx
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Title: Managing Director
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The Lenders
THE BANK OF NEW YORK
By: /s/ Xxx Xxxxx Xxxxxx
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Title: Vice President
BANK OF SCOTLAND
By:
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Title:
BANK OF NEW AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
By: /s/ X. X. Xxxxx
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Title: Vice President
BANKERS TRUST COMPANY
By:
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Title:
BANK OF BOSTON
By: /s/ Xxxx Xxxxxx
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Title: Vice President
THE CHASE MANHATTAN BANK
By:
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Title:
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THE CIT GROUP/BUSINESS CREDIT, INC.
By: /s/ Xxxxxx Xxxxx
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Title: Senior Vice President
COMERICA BANK-DETROIT
By: /s/ Xxx Xxxxx
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Title: Vice President
FIRST UNION NATIONAL BANK
By: /s/ F.W. Price
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Title: Senior Vice President
ERSTE BANK
By: /s/ Xxxx Xxxxxx
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Title: Vice President
By: /s/ Xxxx X. Xxxxxxx
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Title: First Vice President
MARINE MIDLAND BANK, N.A.
By: /s/ Xxxxxxxxxxx X. Xxxxxx
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Title: Authorized Signatory
NATEXIS BANQUE BFCE
By:
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Title:
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NATIONAL CITY BANK
By: /s/ Xxxxxx X. Xxxx
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Title: Vice President
NATIONSBANK, N.A.
By:
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Title:
PNC BANK, N.A.
By: /s/ Xxxx X. Xxxxx
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Title: Vice President
SOCIETE GENERALE
By: /s/ Xxxx X. Xxxxxx
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Title: Vice President
UNION BANK OF SWITZERLAND (UBS)
By: /s/ Xxxxxx Xxxxxxxx
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Title: Director
