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 • 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
Contract2007 Executive 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 April 7, 2010 by and among FGI Holding Company, Inc. and Freedom Group, Inc., on the one hand, and Banc of America Securities LLC and Deutsche Bank Securities Inc. on the other handRegistration Rights Agreement • May 18th, 2010 • Freedom Group, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
This REGISTRATION RIGHTS AGREEMENT (the “Agreement”) is made and entered into on April 7, 2010 (the “Closing Date”), by and among FGI HOLDING COMPANY, INC., a Delaware corporation (the “Company”), and FREEDOM GROUP, INC., a Delaware corporation (the “Guarantor”), on the one hand, and BANC OF AMERICA SECURITIES LLC and DEUTSCHE BANK SECURITIES INC. (the “Initial Purchasers”), 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.”
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”).
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”).
PERSONAL & CONFIDENTIAL NOT VALID UNLESS EXECUTED BY BOTH PARTIESLetter Agreement • 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 PARTIESLetter Agreement • October 21st, 2009 • Freedom Group, Inc. • New York
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”).
ContractSecond Supplemental Indenture • May 18th, 2010 • Freedom Group, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
SECOND SUPPLEMENTAL INDENTURE (this “Second Supplemental Indenture”) dated as of April 7, 2010, among Freedom Group, Inc., a Delaware corporation (the “Original Issuer”), FGI Operating Company, Inc., a Delaware corporation (the “Successor”), Bushmaster Firearms International, LLC, DPMS Firearms LLC, E-RPC, LLC, RA Brands, L.L.C., Remington Arms Company, Inc., H&R 1871, LLC and The Marlin Firearms Company (collectively, the “Guarantors”) and Wilmington Trust FSB, a federal savings bank, as trustee under the indenture referred to below (the “Trustee”).
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”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 13th, 2010 • Freedom Group, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • Delaware
Agreement and Plan of Merger (this “Agreement”) dated as of December 12, 2007, by and between Cerberus BFI Investor, Inc., a Delaware corporation (“BFI Investor”), and American Heritage Arms, Inc, a Delaware corporation (“AHA”).
ASSIGNMENT AGREEMENTAssignment Agreement • January 13th, 2010 • Freedom Group, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
ASSIGNMENT AGREEMENT dated as of December 12, 2007 (this “Agreement”) between American Heritage Arms, Inc., a Delaware corporation, (the “Company”), and Cerberus Partners, L.P., a Delaware limited partnership (“Partners”).
JOINDER AGREEMENT AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND AMENDMENT TO OTHER FINANCING AGREEMENTSJoinder Agreement • May 18th, 2010 • Freedom Group, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
THIS JOINDER AGREEMENT AND SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT AND AMENDMENT TO OTHER FINANCING AGREEMENTS (this “Amendment”) is made and entered into on March 29, 2010, 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”), and RA BRANDS, L.L.C., a Delaware limited liability company (“Brands”), as existing borrowers, and FGI OPERATING COMPANY, INC., a Delaware corporation, as a new borrower (“FGIOC”, and together with Remington, Marlin, H&R, Bushmaster, DPMS, and E-RPC, each individually a “Borrower” and collectively, “Borrowers”); WELLS FARGO BANK, N
PRODUCT LIABILITY SERVICES AND DEFENSE COORDINATION AGREEMENTProduct Liability Services • 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”).
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”).
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”).
ContractThird Supplemental Indenture • May 18th, 2010 • Freedom Group, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
THIRD SUPPLEMENTAL INDENTURE (this “Third Supplemental Indenture”) dated as of April 7, 2010, among FGI Operating Company, Inc., a Delaware corporation (the “Issuer”), Freedom Group, Inc. (“FGI”) and FGI Holding Company, Inc. (together with FGI, the “Parent Guarantors”) and Wilmington Trust FSB, a federal saving bank, as trustee under the indenture referred to below (the “Trustee”).
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”).
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 18th, 2010 • Freedom Group, Inc. • Ordnance & accessories, (no vehicles/guided missiles) • New York
THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”) is made and entered into on October 26, 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”), and RA BRANDS, L.L.C., a Delaware limited liability company (“Brands,” and together with FGI, Remington, Marlin, H&R, Bushmaster, DPMS, and E-RPC, each individually a “Borrower” and collectively, “Borrowers”); WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, in its capacity as agent (in such capacity, “Agent”) for various financial institutions (“Lenders”), and the Lenders pa
