AMENDMENT NO. 6 TO CREDIT AND GUARANTEE AGREEMENT
April 30, 2003
Remington Products Company, L.L.C.
00 Xxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxxxxx 00000
Attention: Xxxx Xxxxxx
Reference is hereby made to that certain Credit and Guarantee Agreement
(the "Credit Amendment"), dated as of August 21, 2001, as amended to date, 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 thereto, Fleet Capital
Corporation, as administrative agent (the "Agent"), Fleet Securities, Inc., as
sole advisor, lead arranger and book manager, and Congress Financial Corporation
(New England), as syndication agent and coarranger. Capitalized terms not
defined herein shall have the meanings set forth for such terms in the Credit
Agreement.
The Required Lenders hereby agree that the phrase "and to any Lender, the
Agent or an Affiliate thereof in connection with any agreement entered into by
the Company with any such party with respect to currency exchange rates or the
exchange of nominal interest obligations, either generally or under specific
contingencies" be added to the end of the first sentence of the definition of
"Primary Obligations" set forth in Section 1.1 of the Credit Agreement.
This Agreement may not be amended except by a writing signed by the parties
hereto.
This Agreement may be executed in any number of counterparts, each of which
when so executed shall be deemed to be an original and all of which taken
together shall constitute one and the same instrument. This Agreement shall
become effective upon the execution of a counterpart hereof by each of the
parties hereto. Delivery of an executed counterpart of a signature page to this
Agreement and any amendments by telecopier shall be as effective as delivery of
a manually executed counterpart thereof.
This Agreement shall be governed by and interpreted in accordance with the
laws of the State of New York.
Nothing in this Agreement shall be construed to modify or relieve, in any
way, each Borrower's obligation to perform its agreements under the Credit
Agreement or any other Loan Document.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed by their duly authorized officers on the day and year first above
written.
FLEET CAPITAL CORPORATION, as Agent and as a Lender
By:
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Name: Xxxxx Xxxxxxx
Title: Vice President
CONGRESS FINANCIALCORPORATION (CENTRAL), as a Lender
By:
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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:
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Name
Title:
WHITEHALL BUSINESS CREDIT CORPORATION, as a Lender
By:
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Name:
Title:
THE PROVIDENT BANK, as a Lender
By:
------------------------------------------------
Name:
Title:
PNC, NATIONAL ASSOCIATION, as a Lender
By:
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Name
Title:
2
ACKNOWLEDGED AND AGREED:
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:
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Name:
Title:
3
