AMENDMENT NO. 1 TO CREDIT AND GUARANTEE AGREEMENT
AMENDMENT NO. 1 TO CREDIT AND GUARANTEE AGREEMENT ("this Amendment"), dated
as of September 30, 2001, among REMINGTON PRODUCTS COMPANY, L.L.C., a Delaware
limited liability company (the "Company"), and the lending institutions party
hereto.
WHEREAS, the Company, certain of its subsidiaries, certain lenders, Fleet
Securities, Inc., as sole advisor, lead arranger and book manager, Congress
Financial Corporation (New England), as syndication agent and coarranger, and
Fleet Capital Corporation, as administrative agent (the "Agent"), entered into a
certain Credit and Guarantee Agreement, dated as of August 21, 2001 (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 the Leverage Ratio financial covenant set forth in Section 10.14 of the
Credit Agreement for the four fiscal quarter period of the Company ending
September 30, 2001;
WHEREAS, the Required Lenders are agreeable to such amendment, subject to
the terms and conditions herein contained;
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. Subject to satisfaction of the condition of
effectiveness set forth in Section 3 below, the Company, on behalf of the
Borrowers, and the Required Lenders hereby agree that Section 10.14 of the
Credit Agreement is amended by deleting the ratio "6.00:1.00" set forth opposite
the period "Four fiscal quarters ending 9/30/01" and substituting therefor the
ratio "6.40/1.00".
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.
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.
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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., on behalf of the Borrowers
By:
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Name:
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Title:
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FLEET CAPITAL CORPORATION
By:
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Name:
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Title:
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CONGRESS FINANCIAL
CORPORATION (NEW ENGLAND)
By:
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Name:
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Title:
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XXXXXX FINANCIAL, INC.
By:
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Name:
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Title:
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CITIZENS BUSINESS CREDIT CO.,
A DIVISION OF CITIZENS LEASING
CORP.
By:
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Name:
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Title:
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IBJ WHITEHALL BUSINESS
CREDIT CORPORATION
By:
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Name:
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Title:
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THE PROVIDENT BANK
By:
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Name:
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Title:
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PNC, NATIONAL ASSOCIATION
By:
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Name:
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Title:
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