EXHIBIT 4.7
THIRD AMENDMENT, dated as of June 28, 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"), Chemical Bank
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("Chemical"), The Chase Manhattan Bank, N.A., and Union Bank of Switzerland,
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New York Branch, as co-agents, and Chemical, 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, at the last day of any
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period of four consecutive fiscal quarters of the Borrower ending during
any test period set forth below, the EBITDA Ratio of the Borrower and its
consolidated Subsidiaries as of such day to be greater than the ratio set
forth opposite such test period below:
Test Period Ratio
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April 1, 1996 - June 30, 1996 7.4 to 1.0
July 1, 1996 - September 30, 1996 7.0 to 1.0
October 1, 1996 - September 30, 1997 5.7 to 1.0
October 1, 1997 - September 30, 1998 4.25 to 1.0
October 1, 1998 - September 30, 1999 3.75 to 1.0
October 1, 1999 - December 31, 2000 3.25 to 1.0"
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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 during any test period
set forth below, the amount of EBITDA of the Borrower and its consolidated
Subsidiaries at the last day of such consecutive fiscal quarter period, to
be less than the amount set forth opposite such test period below:
Test Period Amount
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April 1, 1996 - June 30, 1996 $ 32,000,000
July 1, 1996 - September 30, 1996 $ 36,000,000
October 1, 1996 - September 30, 1997 $ 46,000,000
October 1, 1997 - September 30, 1998 $ 56,000,000
October 1, 1998 - September 30, 1999 $ 58,000,000
October 1, 1999 - September 30, 2000 $ 60,000,000
October 1, 2000 - December 31, 2000 $ 62,000,000"
2.3 Amendment of Section 8.1(c) of the Credit Agreement. (a)
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Section 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 during any test
period set forth below, the Consolidated Interest Expense Ratio at the last
day of such consecutive fiscal quarter period, to be less than the ratio
set forth opposite such test period below:
Test Period Ratio
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April 1, 1996 - June 30, 1996 1.4 to 1.0
July 1, 1996 - September 30, 1996 1.4 to 1.0
October 1, 1996 - September 30, 1997 1.8 to 1.0
October 1, 1997 - September 30, 1998 2.3 to 1.0
October 1, 1998 - September 30, 1999 2.5 to 1.0
October 1, 1999 - September 30, 2000 2.8 to 1.0
October 1, 2000 - December 31, 2000 3.0 to 1.0"
SECTION 3. MISCELLANEOUS
3.1 Limited Effect. Except as expressly amended hereby, the Credit
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Agreement is, and shall remain, in full force and effect in accordance with
its terms.
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3.2 Effectiveness. This Amendment shall become effective as of the
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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
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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.
3.4 GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, CONSTRUED
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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/ Xxxxxxx X. Xxxxxxxxx
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Title: Vice President & CFO
The Administrative Agent and a Lender:
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CHEMICAL 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/ X.X. Xxxxxxxx
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Title: Senior Vice President
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BANK OF SCOTLAND
By:/s/ Xxxxxxxxx X. Xxxxxxxx
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Title: Vice President
BANQUE FRANCAISE DU COMMERCE EXTERIEUR
By:
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Title:
BANQUE PARIBAS
By:
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Title:
By:
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Title:
BAYBANK
By:/s/ Hope L. Xxxxxx Xxxxxx
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Title: Vice President
THE CHASE MANHATTAN BANK, N.A.
By:
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Title:
THE CIT GROUP/BUSINESS CREDIT, INC.
By:/s/ Xxx X. Xxxxxx
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Title: Assistant Secretary
COMERICA BANK
By:
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Title:
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CREDIT LYONNAIS, NEW YORK BRANCH
By:
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Title:
FLEET NATIONAL BANK OF
MASSACHUSETTS (formerly known
as Shawmut Bank, N.A.)
By:/s/ Xxxxxxx X. Xxxxxxx
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Title: Senior Vice President
FIRST UNION NATIONAL BANK
By:/s/ Xxxxxxx X. Xxxxx
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Title: Vice President
GIROCREDIT BANK
By:/s/ Xxxx X. Xxxxxxx
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Title: Vice President
IBJ XXXXXXXX BANK & TRUST COMPANY
By:/s/ Xxxxxxx X. Xxxxx
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Title: Vice President
MIDLAND BANK PLC
By:/s/ Xxxxxxxxxxx X. Xxxxxx
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Title: Director
NATIONAL CITY BANK
By:/s/ Xxxxxx X. Xxxx
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Title: Vice President
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NATIONSBANK
By:/s/ Xxx X. Xxxxxxxx
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Title: Senior Vice President
PNC BANK - DELAWARE
By:/s/ Xxxxx X. Xxxxxxxx
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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, NEW YORK BRANCH
By:/s/ Xxxxxxx X. Xxxx
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Title: Vice President
By:/s/ Xxxxx X. Xxxxxx
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Title: Assistant Treasurer
U.S. NATIONAL BANK OF OREGON
By:
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Title:
XXXXX FARGO BANK NATIONAL ASSOCIATION
By:/s/ Xxxxxxxxx Xxxxxxxx
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Title: Vice President
