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 • December 10th, 2009 • Freedom Group, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • 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
Registration Rights Agreement Dated as of November 3, 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, on the other handRegistration Rights Agreement • December 10th, 2009 • Freedom Group, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into on November 3, 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 (the “Initial Purchaser”), on the other hand.
STOCK PURCHASE AGREEMENT by and among THE MARLIN FIREARMS COMPANY, REMINGTON ARMS COMPANY, INC., as Buyer THE SHAREHOLDERS OF THE MARLIN FIREARMS COMPANY PARTY HERETO, as Sellers and the SHAREHOLDERS’ REPRESENTATIVEStock Purchase Agreement • December 10th, 2009 • Freedom Group, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
THIS STOCK PURCHASE AGREEMENT (this “Agreement”) is entered into as of December 21, 2007, by and among The Marlin Firearms Company, a Connecticut corporation (the “Company”), Remington Arms Company, Inc., a Delaware corporation (“Buyer”), the shareholders of the Company, listed on the signature pages hereto, whether such signature page is delivered on the date hereof or at any time prior to the Closing (as defined below) (each, a “Seller” and collectively, the “Sellers”) and Frank Kenna, III, solely in his capacity as the Shareholders’ Representative (as described and defined in Section 12.1). Buyer, the Company, the Sellers and the Shareholders’ Representative are sometimes collectively referred to as the “Parties.”
STOCK PURCHASE AGREEMENT among AMERICAN HERITAGE ARMS, LLC, as Buyer, RACI HOLDING, INC., THE STOCKHOLDERS OF RACI HOLDING, INC., as Sellers and THE OPTION HOLDERS OF RACI HOLDING, INC. Dated as of April 4, 2007Stock Purchase Agreement • December 10th, 2009 • Freedom Group, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
STOCK PURCHASE AGREEMENT, dated as of April 4, 2007, among American Heritage Arms, LLC, a Delaware limited liability company (the “Buyer”), The Clayton & Dubilier Private Equity Fund IV Limited Partnership, a Connecticut limited partnership (“CD Fund IV”), Bruckmann, Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership (“BRS Fund II”), RACI Holding, Inc., a Delaware corporation (the “Company”), the parties listed in Schedule 1.1 hereto (each, a “Seller” and collectively, the “Sellers”) and the Option Holders (as defined below).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • December 10th, 2009 • Freedom Group, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
THIS ASSET PURCHASE AGREEMENT (the “Agreement”) is entered into as of April 6, 2006, by and among BUSHMASTER FIREARMS INTERNATIONAL, LLC, a limited liability company organized under the laws of the State of Delaware (the “Buyer”), BUSHMASTER FIREARMS, a corporation organized under the laws of the State of Maine (“Seller”), RICHARD E. DYKE, an individual residing in Henderson, Nevada (“RD”), JEFFREY E. DYKE, an individual residing in Windham, Maine (“JD”), and THE JEFFREY TRUST u/i dated May 16, 1975 (the “Trust” and, together with RD and JD, the “Shareholders”).
PRODUCT LIABILITY SERVICES AND DEFENSE COORDINATION AGREEMENTProduct Liability Services and Defense Coordination Agreement • December 10th, 2009 • Freedom Group, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
PRODUCT LIABILITY SERVICES AND DEFENSE COORDINATION AGREEMENT, dated as of December 1, 1993, among Raci Acquisition Corporation, a Delaware Corporation to be renamed Remington Arms Company, Inc. (the “Buyer”), E.I. du Pont de Nemours and Company, a Delaware corporation (“DuPont”), and Remington Arms Company, Inc., a Delaware corporation to be renamed Sporting Goods Properties, Inc. (“RAC”).
Environmental Liability Services AgreementEnvironmental Liability Services Agreement • December 10th, 2009 • Freedom Group, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
ENVIRONMENTAL LIABILITY SERVICES AGREEMENT, dated as of December 1, 1993, between E.I. du Pont de Nemours and Company (“DuPont”) and RACI Acquisitions Corporation (the “Company”). capitalized terms used herein without being defined shall have the meanings specified in the Asset Purchase Agreement, dated as of November 24, 1993 (the “Asset Purchase Agreement”), among DuPont, the Company and Remington Aras Company, Inc. (“RAC”).
SUPPLEMENTAL INDENTURESupplemental Indenture • December 10th, 2009 • Freedom Group, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”) dated as of November 3, 2009, among FREEDOM GROUP, INC., a Delaware corporation (the “Company”), the subsidiary guarantors listed on the signature pages hereto (the “Guarantors”) and WILMINGTON TRUST FSB, as trustee under the indenture referred to below (the “Trustee”).
