FREEDOM GROUP, INC., as Issuer and the Guarantors named herein 10¼% Senior Secured Notes due 2015Indenture • October 21st, 2009 • Freedom Group, Inc. • New York
INDENTURE dated as of July 29, 2009 among FREEDOM GROUP, INC., a Delaware corporation (the “Company”), the Guarantors and WILMINGTON TRUST FSB, a federal savings bank, as trustee (in such capacity, the “Trustee”) and collateral agent (in such capacity, the “Collateral Agent”).
LOAN AND SECURITY AGREEMENT by and among FREEDOM GROUP, INC. and certain of its Subsidiaries as Borrowers THE LENDERS AND ISSUING BANKS FROM TIME TO TIME PARTY HERETO WACHOVIA BANK, NATIONAL ASSOCIATION as Agent and BANK OF AMERICA, N.A., as...Loan and Security Agreement • October 21st, 2009 • Freedom Group, Inc. • New York
This Loan and Security Agreement dated July 29, 2009 is entered into by and among FREEDOM GROUP, INC., a Delaware corporation (“FGI”), REMINGTON ARMS COMPANY, INC., a Delaware corporation (“Remington”), THE MARLIN FIREARMS COMPANY, a Connecticut corporation (“Marlin”), H&R 1871, LLC, a Connecticut limited liability company (“H&R”), BUSHMASTER FIREARMS INTERNATIONAL, LLC, a Delaware limited liability company (“Bushmaster”), DPMS FIREARMS, LLC, a Delaware limited liability company (“DPMS”), E-RPC, LLC, a Delaware limited liability company (“E-RPC”), DA ACQUISITIONS, LLC, a Delaware limited liability company (“Dakota Arms”), and RA BRANDS, L.L.C., a Delaware limited liability company (“Brands,” and together with FGI, Remington, Marlin, H&R, Bushmaster, DPMS, E-RPC and Dakota Arms, each individually a “Borrower” and collectively, “Borrowers” as hereinafter further defined), RACI HOLDING, INC., a Delaware corporation (“RACI” ), REMINGTON STEAM, LLC, a New York limited liability company (“Re
ContractExecutive Employment Agreement • October 21st, 2009 • Freedom Group, Inc. • Delaware
THIS 2007 EMPLOYMENT AGREEMENT (this “Agreement”), dated as of the 31st day of May, 2007, between REMINGTON ARMS COMPANY, INC., a Delaware corporation (“Employer”), and Stephen Jackson (“Executive”).
Registration Rights Agreement Dated as of July 29, 2009 by and among FREEDOM GROUP, INC. and the Subsidiary Guarantors listed on the Signature pages hereof, on the one hand, and Banc of America Securities LLC, Deutsche Bank Securities Inc., Wells...Registration Rights Agreement • October 21st, 2009 • Freedom Group, Inc. • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into on July 29, 2009 (the “Closing Date”), by and among FREEDOM GROUP, INC., a Delaware corporation (the “Company”), and the subsidiary guarantors listed on the signature page of this Agreement (the “Subsidiary Guarantors”), on the one hand, and Banc of America Securities LLC, Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC, on behalf of themselves and as representatives of each of the other Initial Purchasers named in Schedule A hereto (collectively, the “Initial Purchasers”), on the other hand.
PERSONAL & CONFIDENTIAL NOT VALID UNLESS EXECUTED BY BOTH PARTIESPurchase and Separation Agreement and General Release • October 21st, 2009 • Freedom Group, Inc.
This letter agreement (this “Agreement”) confirms your resignation from your employment with Freedom Group, Inc. (the “Company”) and the Company’s subsidiaries, affiliates and related entities, and your resignation from the Boards of Directors of the Company and its subsidiaries, affiliates and related entities, in each case, effective as of August 31, 2009 (the “Separation Date”). By signing this Agreement, you agree to the terms and conditions set forth below.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • October 21st, 2009 • Freedom Group, Inc. • New York
This INTELLECTUAL PROPERTY SECURITY AGREEMENT (this “Agreement”) is dated as of July 29, 2009, by and among FREEDOM GROUP, INC., a Delaware corporation (“FGI”), REMINGTON ARMS COMPANY, INC., a Delaware corporation (“Remington”), THE MARLIN FIREARMS COMPANY, a Connecticut corporation (“Marlin”), H&R 1871, LLC, a Connecticut limited liability company (“H&R”), BUSHMASTER FIREARMS INTERNATIONAL, LLC, a Delaware limited liability company (“Bushmaster”), DPMS FIREARMS, LLC, a Delaware limited liability company (“DPMS”), E-RPC, LLC, a Delaware limited liability company (“E-RPC”), DA ACQUISITIONS, LLC, a Delaware limited liability company (“Dakota”), and RA BRANDS, L.L.C., a Delaware limited liability company (“Brands”), RACI HOLDING, INC., a Delaware corporation (“RACI”), BUSHMASTER HOLDINGS, LLC, a Delaware limited liability company (“Bushmaster Holdings”), and REMINGTON STEAM, LLC, a New York limited liability company (“Steam”; each of Remington, Marlin, H&R, Bushmaster, DPMS, E-RPC, Dakota
REMINGTONCollective Bargaining Agreement • October 21st, 2009 • Freedom Group, Inc.
PERSONAL & CONFIDENTIAL NOT VALID UNLESS EXECUTED BY BOTH PARTIESPurchase and Separation Agreement and General Release • October 21st, 2009 • Freedom Group, Inc. • New York
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • October 21st, 2009 • Freedom Group, Inc. • Delaware
THIS EMPLOYMENT AGREEMENT (this “Agreement”), dated as of the 4th day of February, 2008, between REMINGTON ARMS COMPANY, INC., a Delaware corporation (“Employer”), and Theodore H. Torbeck (“Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • October 21st, 2009 • Freedom Group, Inc. • New York
This Agreement is made and entered into as of the 1st day of Nov., 2008, by and between John A. DeSantis (hereinafter referred to as the “Executive”) and Bushmaster Firearms International, LLC, a Delaware limited liability company (hereinafter referred to as the “Company”).
SECURITY AGREEMENTSecurity Agreement • October 21st, 2009 • Freedom Group, Inc. • New York
THIS SECURITY AGREEMENT dated as of July 29, 2009 (as amended, modified, supplemented or restated from time to time, this “Agreement”), is made by and among FREEDOM GROUP, INC., a Delaware corporation (the “Company”), each of the subsidiaries of the Company listed on Schedule 1 hereto or that becomes a party hereto (the “Subsidiary Grantors”; the Subsidiary Grantors and the Company are referred to collectively as the “Grantors”) and Wilmington Trust FSB, as Collateral Agent under the Indenture (as defined below) (together with its successors in such capacity, the “Agent”).
INTERCREDITOR AGREEMENTIntercreditor Agreement • October 21st, 2009 • Freedom Group, Inc. • New York
THIS INTERCREDITOR AGREEMENT (this “Agreement”) is made on July 29, 2009, among WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as agent (in such capacity, together with its successors in such capacity, the “ABL Agent”) for the financial institutions (each, an “ABL Lender” and, collectively, the “ABL Lenders”) parties from time to time to the ABL Loan Agreement (as defined below); and WILMINGTON TRUST FSB, in its capacity as collateral agent (in such capacity, together with its successors in such capacity, the “Notes Agent”) for the holders of the Notes (as defined below) (each a “Note Holder” and collectively, the “Note Holders”) and the holders of Permitted Additional Pari Passu Obligations (as defined below)(each, an “Additional Pari Passu Obligations Holder” and collectively, the “Additional Pari Passu Obligations Holders”; and together with the Note Holders, the “Holders” and each a “Holder”).
