AMENDMENT NO. 4 TO CREDIT AND GUARANTEE AGREEMENT
AMENDMENT NO. 4 TO CREDIT AND GUARANTEE AGREEMENT (this "Amendment"), dated
as of November 22, 2002, 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 hereto and Fleet Capital Corporation, as administrative agent (the
"Agent").
WHEREAS, the Borrowers, certain lenders, Fleet Securities, Inc., as sole
advisor, lead arranger and book manager, Congress Financial Corporation (New
England), as syndication agent and coarranger, and the Agent entered into a
certain Credit and Guarantee Agreement, dated as of August 21, 2001, as amended
as of September 30, 2001, as of March 28, 2002 and as of July 1, 2002 (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 Section 10.10 (Limitations on Certain Debt Payments and Interest Payments)
of the Credit Agreement and the Required Lenders, subject to the terms and
conditions set forth herein, are willing to grant such request;
NOW, THEREFORE, the Company, on behalf of the Borrowers, and the Required
Lenders hereby agree as follows:
1. CAPITALIZED TERMS. Capitalized terms used but not defined herein shall
have the respective meanings set forth in the Credit Agreement.
2. AMENDMENT TO THE CREDIT AGREEMENT.
Section 10.10 (Limitations on Certain Debt Payments and Interest Payments)
of the Credit Agreement is hereby amended by adding the following new sentence
to the end of clause (b) thereto:
"Notwithstanding the immediately preceding sentence, solely for the
fiscal years of the Company and its consolidated Subsidiaries ending on
December 31, 2002 and December 31, 2003, the Company may prepay, repurchase
or redeem in any such fiscal year up to $10,000,000 (not to exceed
$40,000,000 in the aggregate during the term of this Agreement and
$20,000,00 in the aggregate in any such fiscal year) of Senior Subordinated
Indebtedness so long as (i) no Default or Event of Default shall have
occurred and be continuing or would result therefrom and (ii) for each day
during the period of 30 consecutive days immediately after the date of any
such prepayment, repurchase or redemption, (1) the aggregate amount of the
Borrowing Base of the Company plus the Dollar equivalent of the aggregate
Borrowing Bases of the other Borrowers less (2) the aggregate of the
Domestic Revolving Credit Exposure plus the Dollar equivalent of the
Foreign Revolving Credit Exposure shall be no less than $20,000,000. In the
event that the Company does not prepay, repurchase or redeem $10,000,000 of
the Senior Subordinated Indebtedness in the fiscal year ending December 31,
2002, it may (in addition to the $10,000,000 it is permitted to prepay,
repurchase or redeem in accordance with the immediately preceding sentence)
prepay, repurchase or redeem in the fiscal year ending December 31, 2003
the difference between the amount it prepaid, repurchased or redeemed the
fiscal year ending December 31, 2002 and $10,000,000; provided that in no
event may the Company prepay, repurchase or redeem more than $20,000,000 in
the aggregate of Senior Subordinated Indebtedness in the fiscal year ending
December 31, 2003."
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.
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.
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.
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.
2
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.
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:
------------------------------------------------
Name:
Title:
3
FLEET CAPITAL CORPORATION, as Agent and as a Lender
By:
------------------------------------------------
Name: Xxxxx Xxxxxxx
Title: Vice President
CONGRESS FINANCIAL CORPORATION
(NEW ENGLAND), as a Lender
By:
------------------------------------------------
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:
------------------------------------------------
Name
Title:
WHITEHALL BUSINESS CREDIT CORPORATION, as a Lender
By:
------------------------------------------------
Name:
Title:
4
THE PROVIDENT BANK, as a Lender
By:
------------------------------------------------
Name:
Title:
PNC, NATIONAL ASSOCIATION, as a Lender
By:
------------------------------------------------
Name:
Title:
5
