EXHIBIT 10.3
EXECUTION COPY
WAIVER
WAIVER, dated as of August 14, 2001 (this "Waiver"), under the Credit and
Guarantee Agreement, dated as of May 23, 1996 (as amended, supplemented or
otherwise modified from time to time, the "Credit Agreement"), among REMINGTON
PRODUCTS COMPANY, L.L.C., a Delaware limited liability company (the "Company"),
REMINGTON CONSUMER PRODUCTS LIMITED, a United Kingdom corporation (the "U.K.
Borrower" and collectively with the Company, "Borrowers"), the financial
institutions parties thereto (the "Lenders"), FLEET NATIONAL BANK and BANQUE
NATIONALE DE PARIS, as co-documentation agents (in such capacity, the
"Co-Documentation Agents") and THE CHASE MANHATTAN BANK, as administrative agent
(in such capacity, the "Administrative Agent").
W I T N E S S E T H:
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WHEREAS, the Company and the U.K. Borrower have requested the Lenders to
waive certain covenants in the Credit Agreement as set forth herein; and
WHEREAS, the Lenders are willing to waive such covenants in the Credit
Agreement on and subject to the terms and conditions thereof;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by each of the parties hereto, the
parties agree as follows:
SECTION 1. Definitions. Unless otherwise defined herein, terms defined in
the Credit Agreement are used herein as therein defined.
SECTION 2. Waiver of Subsection 14.14 (Fixed Charge Coverage Ratio).
Subsection 14.14 of the Credit Agreement is hereby waived in its entirety for
the period commencing June 30, 2001 and ending September 15, 2001. On September
16, 2001 the Company shall be required to be in full compliance with its
covenants as such covenants were in effect on June 30, 2001.
SECTION 3. Waiver of Subsection 14.15 (Interest Expense Coverage Ratio).
Subsection 14.15 of the Credit Agreement is hereby waived for the period
commencing June 30, 2001 and ending September 15, 2001. On September 16, 2001
the Company shall be required to be in full compliance with its covenants as
such covenants were in effect on June 30, 2001.
SECTION 4. Waiver of Subsection 14.16 (Leverage Ratio and Senior Leverage
Ratio). Subsections 14.16(a) and (b) of the Credit Agreement are hereby waived
for the period commencing June 30, 2001 and ending September 15, 2001. On
September 16, 2001 the Company shall be required to be in full compliance with
its covenants as such covenants were in effect on June 30, 2001.
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SECTION 5. Representations and Warranties. The Company and the U.K.
Borrower hereby represent and warrant to the Administrative Agent and each
Lender that after giving effect to the waivers contained herein, the Borrowers
hereby confirm, reaffirm and restate the representations and warranties set
forth in Section 11 of the Credit Agreement as if made on and as of the Waiver
Effective Date (as defined below), except as they may specifically relate to an
earlier date; provided that such representations and warranties shall be and
hereby are amended so that all references to the Agreement therein shall be
deemed a reference to (i) the Credit Agreement, (ii) this Waiver and (iii) the
Credit Agreement as amended by this Waiver.
SECTION 6. Conditions Precedent. This Waiver shall become effective as of
the date hereof (the "Waiver Effective Date") when each of the conditions
precedent set forth below shall have been fulfilled:
(a) Waiver. The Administrative Agent shall have received this Waiver,
executed and delivered by a duly authorized officer of each of the Company, the
U.K. Borrower and the Required Lenders.
(b) No Default or Event of Default. On and as of the Waiver Effective Date
and after giving effect to this Waiver and the transactions contemplated hereby,
no Default or Event of Default shall have occurred and be continuing.
(c) Representations and Warranties. The representations and warranties made
by the Company and the U.K. Borrower in the Credit Agreement and herein after
giving effect to this Waiver and the transactions contemplated hereby shall be
true and correct in all material respects on and as of the Waiver Effective Date
as if made on such date, except where such representations and warranties relate
to an earlier date in which case such representations and warranties shall be
true and correct as of such earlier date.
SECTION 7. Continuing Effect of Credit Agreement. This Waiver shall not
constitute an amendment or waiver of any provision of the Credit Agreement not
expressly referred to herein and shall not be construed as an amendment, waiver
or consent to any action on the part of any party hereto that would require an
amendment, waiver or consent of the Administrative Agent or the Lenders except
as expressly stated herein. Except as expressly waived hereby, the provisions of
the Credit Agreement are and shall remain in full force and effect.
SECTION 8. Expenses. The Company and the U.K. Borrower agree to pay or
reimburse the Administrative Agent for all of its reasonable out-of-pocket costs
and expenses incurred in connection with (a) the negotiation, preparation,
execution and delivery of this Waiver and any other documents prepared in
connection herewith, and consummation of the transactions contemplated hereby
and thereby, including the fees and expenses of Xxxxxxx Xxxxxxx & Xxxxxxxx,
counsel to the Administrative Agent, and (b) the enforcement or preservation of
any rights under this Waiver and any other such documents.
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SECTION 9. GOVERNING LAW. THIS WAIVER SHALL BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
SECTION 10. Counterparts. This Waiver may be executed in any number of
counterparts by the parties hereto, each of which counterparts when so executed
shall be an original, but all counterparts taken together shall constitute one
and the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Waiver to be duly
executed and delivered by their respective duly authorized officers as of the
day and year first above written.
REMINGTON PRODUCTS COMPANY L.L.C.
By:
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Name:
Title:
REMINGTON CONSUMER PRODUCTS LIMITED
By:
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Name:
Title:
THE CHASE MANHATTAN BANK, as
Administrative Agent for the Lenders, as a Lender
and as (or on behalf of) the Issuing Bank
By:
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Name:
Title:
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BANQUE NATIONALE DE PARIS, as a Co-Documentation
Agent and as a Lender
By:
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Name:
Title:
FLEET NATIONAL BANK, as a Co-Documentation Agent
and as a Lender
By:
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Name:
Title:
CORESTATES BANK, N.A.
By:
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Name:
Title:
THE FIRST NATIONAL BANK OF BOSTON
By:
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Name:
Title:
FIRST UNION BANK OF CONNECTICUT
By:
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Name:
Title:
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XXXXXX FINANCIAL, INC.
By:
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Name:
Title:
PEOPLE'S BANK
By:
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Name:
Title:
PNC BANK, NATIONAL ASSOCIATION
By:
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Name:
Title:
THE PROVIDENT BANK
By:
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Name:
Title:
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