EXHIBIT 10.8
$200,000,000
REMINGTON ARMS COMPANY, INC.
10-1/2% Senior Notes due 2011
PURCHASE AGREEMENT
January 17, 2003
Credit Suisse First Boston LLC
Goldman, Sachs & Co.
Wachovia Securities, Inc.
c/o Credit Suisse First Boston LLC
Eleven Madison Avenue
New York, N.Y. 10010-3629
Ladies and Gentlemen:
1. Introductory. Remington Arms Company, Inc., a Delaware
corporation (the "Company"), proposes, subject to the terms and conditions
stated herein, to issue and sell to the several initial purchasers named in
Schedule A hereto (the "Purchasers") U.S.$200,000,000 principal amount of its
10-1/2% Senior Notes due 2011 (the "Notes"), to be issued under an indenture, to
be dated as of the Closing Date (as defined below) (the "Indenture"), among the
Company, the Guarantors (as defined below) party hereto and U.S. Bank National
Association, as Trustee on a private placement basis pursuant to an exemption
under Section 4(2) of the United States Securities Act of 1933 (the "Securities
Act").
The holders of the Offered Securities (as defined below) will be
entitled to the benefits of a Registration Rights Agreement to be dated the
Closing Date among the Company, the Guarantors and the Purchasers (the
"Registration Rights Agreement"), pursuant to which the Issuers (as defined
below) will agree to use their reasonable best efforts to file a registration
statement with the Securities Exchange Commission (the "Commission") registering
the resale of the Offered Securities under the Securities Act.
The Notes will be guaranteed by all existing domestic Subsidiaries and
by all Subsidiaries that in the future guarantee certain other indebtedness of
the Company, if any (as defined in the Indenture), each of which will become a
guarantor in accordance with the terms of the Indenture (collectively, the
"Guarantors") and will unconditionally guarantee the Notes (the "Guarantees")
subject in each case to release in accordance with the terms of the Indenture.
The Notes and Guarantees are referred to collectively as the "Offered
Securities." The Company and the Guarantors to be party to the Indenture on the
Closing Date are referred to collectively as the "Issuers."
The Company and the Guarantors hereby agree with the several
Purchasers as follows:
2. Representations and Warranties of the Company. The Company
represents and warrants to, and agrees with, the several Purchasers that:
(a) A preliminary offering circular and an offering circular
relating to the Offered Securities to be offered by the Purchasers
have been prepared by the Issuers. Such preliminary offering circular
(the "Preliminary Offering Circular") and offering circular, as
supplemented as of the date of this Agreement (the "Offering
Circular"). On the date of this Agreement and on the Closing Date, the
Offering Circular does not and will not include any untrue statement
of a material fact or omit to state any material fact required to be
stated therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading. The preceding sentence does not apply to statements in or
omissions from the Offering Circular based upon written information
furnished to the Company by any Purchaser through Credit Suisse First
Boston LLC ("CSFBC") specifically for use therein, it being understood
and agreed that the only such information with respect to the Company
is that described as such in Section 7(b) hereof. The Offering
Circular, as of its date and as of the Closing Date, contains, or will
contain, all of the information that, if requested by a prospective
purchaser of the Notes, would be required to be provided to such
prospective purchaser pursuant to Rule 144A(d)(4) under the Securities
Act.
(b) The Offered Securities have been duly authorized by each
of the Issuers. When the Notes are delivered and paid for pursuant to
this Agreement and the Indenture on the Closing Date, the Notes will
have been duly executed, authenticated, issued and delivered and will
conform to the description thereof contained in the Offering Circular
and will constitute valid and legally binding obligations of the
Company, entitled to the benefits provided in the Indenture and
enforceable in accordance with their terms, subject to (i) bankruptcy,
insolvency, reorganization, fraudulent conveyance, moratorium or other
similar laws now or hereafter in effect relating to creditors' rights
generally and (ii) general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law) and the
discretion of the court before which any proceeding therefor may be
brought.
(c) Each of the Issuers has been duly incorporated or
organized and is an existing corporation or other entity in good
standing under the laws of the State of Delaware, with power and
authority (corporate and other organizational) to own its properties
and conduct its business as described in the Offering Circular; and
each of the Issuers is duly qualified to do business as a foreign
corporation in good standing in all other jurisdictions in which its
ownership or lease of property or the conduct of its business requires
such qualification, except in such jurisdictions in which the failure
to so qualify would not reasonably be expected to have, individually
or in the aggregate, a material adverse effect on the business,
properties, results of operations or condition (financial or other) of
the Company and its subsidiaries taken as a whole ( a "Material
Adverse Effect").
(d) Each subsidiary of the Company listed on Schedule C hereto
has been duly incorporated or organized and is an existing corporation
or other entity in good standing under the laws of the jurisdiction of
its incorporation, with power and authority (corporate and other
organizational) to own its properties and conduct its business as
described in the Offering Circular; and each subsidiary of the Company
is duly qualified to do business as a foreign corporation in good
standing in all other jurisdictions in which its ownership or lease of
property or the conduct of its business requires such qualification,
except in such jurisdictions in which the failure to so qualify would
not reasonably be expected to have, individually or in the aggregate,
a Material Adverse Effect; all of the issued and outstanding capital
stock of each subsidiary of the Company has been duly authorized and
validly issued and is fully paid and nonassessable; and the capital
stock of each subsidiary owned by the Company, directly or through
subsidiaries, is owned free from liens, encumbrances and defects,
except as (i) would not reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect, (ii) may exist or
arise pursuant to or in connection with the existing credit agreement
or (iii) disclosed in the Offering Circular.
(e) The Indenture has been duly authorized by each Issuer; and
when the Notes are delivered and paid for pursuant to this Agreement
on the Closing Date, the Indenture will have been duly executed and
delivered and will conform to the description thereof contained in the
Offering Circular and the Indenture will constitute the valid and
legally binding obligation of the
-2-
Issuers, enforceable in accordance with its terms, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization,
moratorium and similar laws of general applicability relating to or
affecting creditors' rights and to general equity principles.
(f) Except as disclosed in the Offering Circular, there are no
contracts, agreements or understandings between any Issuer and any
person that would give rise to a valid claim against any Issuer or any
Purchaser for a brokerage commission, finder's fee or other like
payment in connection with the issuance and sale of the Notes.
(g) No consent, approval, authorization, or order of, or
filing with, any governmental agency or body or any court is required
for the consummation of the transactions contemplated by this
Agreement, the Registration Rights Agreement and the Offering Circular
in connection with the issuance and sale of the Notes by the Company
except for (i) the order of the Commission declaring the Exchange
Offer Registration Statement or the Shelf Registration Statement (each
as defined in the Registration Rights Agreement) effective, (ii) such
consents, approvals, authorizations, orders or filings as may be
required to be obtained or made under the Securities Act, the Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act") and
applicable state securities laws as provided in the Registration
Rights Agreement, (iii) such consents, approvals, authorizations,
orders or filings as have been made or obtained, or (iv) as disclosed
in the Offering Circular.
(h) The execution, delivery and performance of the Indenture,
this Agreement and the Registration Rights Agreement and the issuance
and sale of the Notes and compliance with the terms and provisions
thereof will not result in a breach or violation of any of the terms
and provisions of, or constitute a default under, any statute, any
rule, regulation or order of any governmental agency or body or any
court, domestic or foreign, having jurisdiction over any Issuer or any
subsidiary of any Issuer or any of their properties, or any agreement
or instrument to which any Issuer or any such subsidiary is a party or
by which any Issuer or any such subsidiary is bound or to which any of
the properties of the Issuers or any such subsidiary is subject, or
the charter, by-laws or other organizational documents of any Issuer
or any such subsidiary, except for such breaches, violations and
defaults (other than with respect to the charter of any Issuer or its
subsidiaries) as would not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect, and each
Issuer has full power and authority (corporate and other
organizational) to authorize, issue and sell the Offered Securities as
contemplated by this Agreement.
(i) This Agreement has been duly authorized, executed and
delivered by each Issuer.
(j) Except as disclosed in the Offering Circular, the Issuers
and their respective subsidiaries have good and marketable title to
all real properties and good and valid title to all other properties
and assets owned by them, in each case free from liens, encumbrances
and defects, except for such failures to have such title and for such
liens, encumbrances and defects as (i) would not reasonably be
expected to have, individually or in the aggregate, a Material Adverse
Effect, (ii) may exist or arise pursuant to or in connection with the
existing credit agreement or (iii) disclosed in the Offering Circular;
and except as disclosed in the Offering Circular, the Issuers and
their respective subsidiaries hold any leased real or personal
property under valid and enforceable leases, except for such failures
to be so valid or enforceable as would not reasonably be expected to
have, individually or in the aggregate, a Material Adverse Effect.
(k) The Issuers and their respective subsidiaries possess
adequate certificates, authorities
-3-
or permits issued by appropriate governmental agencies or bodies
necessary to conduct the business now operated by them, except as
would not reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect, and have not received any notice
of proceedings relating to the revocation or modification of any such
certificate, authority or permit that would be reasonably expected to
have, individually or in the aggregate, a Material Adverse Effect.
(l) No labor dispute with the employees of the Issuers or any
subsidiary exists or, to the knowledge of the Issuers, is threatened
that would reasonably be expected to have, individually or in the
aggregate, a Material Adverse Effect.
(m) Except as disclosed in the Offering Circular, the Issuers
and their respective subsidiaries own, possess or can acquire on
reasonable terms adequate rights to use all material trademarks, trade
names and other rights to inventions, know-how, patents, copyrights,
confidential information and other intellectual property
(collectively, "intellectual property rights") necessary to conduct
the business now operated by them, or presently employed by them,
except as would not reasonably be expected to have, individually or in
the aggregate, a Material Adverse Effect, and have not received any
notice of infringement of or conflict with asserted rights of others
with respect to any intellectual property rights that would reasonably
be expected to have, individually or in the aggregate, a Material
Adverse Effect.
(n) Except as disclosed in the Offering Circular, no Issuer or
any of its subsidiaries is in violation of any applicable statute,
rule, regulation, decision or order of any governmental agency or body
or any court, domestic or foreign, relating to the use, disposal or
release of hazardous or toxic substances or relating to the protection
or restoration of the environment or human exposure to hazardous or
toxic substances (collectively, "environmental laws"), owns or
operates any real property contaminated with any substance that is
subject to any applicable environmental laws, is liable for any
off-site disposal or contamination pursuant to any applicable
environmental laws, or is subject to any claim relating to any
applicable environmental laws, which violation, contamination,
liability or claim would reasonably be expected to have, individually
or in the aggregate, a Material Adverse Effect; and, to the Company's
knowledge, no such claim is threatened.
(o) Except as disclosed in the Offering Circular, there are no
pending actions, suits or proceedings against or affecting any of the
Issuers, any of their respective subsidiaries or any of their
respective properties that would reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect, or would
materially and adversely affect the ability of the Issuers to perform
their respective obligations under the Indenture, this Agreement or
the Registration Rights Agreement; and to the Issuers' knowledge, no
such actions, suits or proceedings are threatened.
(p) The historical consolidated financial statements
(including the related notes) included in the Offering Circular
present fairly in all material respects the financial position of the
Company and its consolidated subsidiaries as of the dates shown and
their results of operations and cash flows for the periods shown, and
such financial statements have been prepared in conformity with
generally accepted accounting principles in the United States applied
on a consistent basis throughout the periods covered thereby; and the
assumptions used in preparing the pro forma financial data included in
the Offering Circular provide a reasonable basis for presenting the
significant effects directly attributable to the transactions or
events described therein, the related pro forma adjustments give
appropriate effect to those assumptions, and the pro forma columns
therein reflect the proper application of those adjustments to the
corresponding historical financial
-4-
statement amounts.
(q) Except as disclosed in the Offering Circular, since the
date of the latest audited financial statements included in the
Offering Circular there has been no development or event that would
reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect, and, except as disclosed in the Offering
Circular, there has been no dividend or distribution of any kind
declared, paid or made by the Company on any class of its capital
stock.
(r) The Company is exempt from reporting pursuant to Rule
12g3-2(b) under the Securities Exchange Act of 1934 (the "Exchange
Act").
(s) The Company is not an open-end investment company, unit
investment trust or face-amount certificate company that is required
to be registered under Section 8 of the United States Investment
Company Act of 1940 (the "Investment Company Act"); and the Company is
not and, after giving effect to the offering and sale of the Notes and
the application of the proceeds thereof as described in the Offering
Circular, will not be an "investment company" as defined in the
Investment Company Act.
(t) No securities of the Company of the same class (within the
meaning of Rule 144A(d)(3) under the Securities Act) as the Notes are
listed on any national securities exchange registered under Section 6
of the Exchange Act or quoted in a U.S. automated inter-dealer
quotation system.
(u) Assuming the accuracy of the representations, warranties
and agreements of the Initial Purchasers contained in Section 4
hereof, the offer and sale of the Notes by the Company and the offer
of the Guarantees by the Guarantors to the several Purchasers in the
manner contemplated by this Agreement will be exempt from the
registration requirements of the Securities Act by reason of Section
4(2) thereof and Regulation S thereunder and it is not necessary to
qualify an indenture in respect of the Offered Securities under the
United States Trust Indenture Act.
(v) Neither the Company, nor any of its affiliates, nor any
person acting on its or their behalf (other than the Purchasers, as to
whom the Company makes no representation) (i) has, within the
six-month period prior to the date hereof, offered or sold in the
United States or to any U.S. person (as such terms are defined in
Regulation S under the Securities Act) the Offered Securities or any
security of the same class or series as the Offered Securities or (ii)
has offered or will offer or sell the Offered Securities (A) in the
United States by means of any form of general solicitation or general
advertising within the meaning of Rule 502(c) under the Securities Act
or (B) with respect to any such securities sold in reliance on Rule
903 of Regulation S ("Regulation S") under the Securities Act, by
means of any directed selling efforts within the meaning of Rule
902(c) of Regulation S. The Issuers, their affiliates and any person
acting on their behalf (other than the Purchasers, as to whom the
Company makes no representation) have complied and will comply with
the offering restrictions requirement of Regulation S. The Issuers
have not entered and will not enter into any contractual arrangement
with respect to the distribution of the Offered Securities except for
this Agreement prior to its termination.
(w) The statistical and market-related data included in the
Offering Circular are based on or derived from sources that the
Company reasonably believes to be reliable and accurate; and the
Guarantors do not believe such sources to be unreliable or inaccurate.
(x) There is no "substantial U.S. market interest" as defined
in Rule 902(j) of Regulation
-5-
S in the Company's debt securities.
(y) The Company (i) makes and keeps materially accurate books
and records and (ii) maintains internal accounting controls that
provide reasonable assurance that (A) transactions are executed in
accordance with management's authorization, (B) transactions are
recorded as necessary to permit preparation of its financial
statements and to maintain accountability for its assets, (C) access
to its assets is permitted only in accordance with management's
authorization and (D) the reported accountability for its assets is
compared with existing assets at reasonable intervals.
(z) The Indenture conforms in all material respects to the
requirements of the Trust Indenture Act and the rules and regulations
of the Commission applicable to an indenture which is qualified
thereunder.
(aa) On the Closing Date, the Guarantee of the Notes by each
Guarantor will have been duly authorized by such Guarantor and will
conform to the description thereof contained in the Offering Circular
in all material respects. When the Notes have been issued, executed
and authenticated in accordance with the Indenture and delivered to
and paid for by the Purchasers in accordance with the terms of this
Agreement, the Guarantee of each Guarantor will constitute a valid and
legally binding obligation of such Guarantor, enforceable in
accordance with its terms, subject to (i) bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or other similar
laws now or hereafter in effect relating to creditors' rights
generally and (ii) general principles of equity (regardless of whether
enforcement is considered in a proceeding in equity or at law) and the
discretion of the court before which any proceeding therefor may be
brought.
(bb) On the Closing Date, the Registration Rights Agreement
will have been duly authorized, executed and delivered by the Issuers.
When the Registration Rights Agreement has been duly executed and
delivered, the Registration Rights Agreement will be a valid and
binding agreement of the Issuers, enforceable against each Issuer in
accordance with its terms, (x) except as to rights of indemnity or
contribution, or both, that may be limited by state and federal laws
or public policy underlying such laws and (y) subject to (i)
bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws now or hereafter in effect relating
to creditors' rights generally and (ii) general principles of equity
(regardless of whether enforcement is considered in a proceeding in
equity or at law) and the discretion of the court before which any
proceeding therefor may be brought. On the Closing Date, the
Registration Rights Agreement will conform as to legal matters to the
description thereof in the Offering Circular in all material respects.
(cc) No Issuer or any of its subsidiaries is in violation of
its respective charter, by-laws or other organizational documents or
in default in any material respect in the performance of any
obligation, agreement, covenant or condition contained in any
indenture, loan agreement, mortgage, lease or other agreement or
instrument, to which any Issuer or any of its subsidiaries is a party
or by which any Issuer or any of its subsidiaries or their respective
property is bound, except, in each case, as would not reasonably be
expected to have, individually or in the aggregate, a Material Adverse
Effect.
(dd) Neither the Company nor any of its subsidiaries nor any
agent thereof acting on their behalf has taken, and none of them will
take, any action that would cause this Agreement or the issuance or
sale of the Notes to violate Regulation T, Regulation U or Regulation
X of the Board of Governors of the Federal Reserve System.
-6-
(ee) No "nationally recognized statistical rating organization"
as such term is defined for purposes of Rule 436(g)(2) under the
Securities Act (i) has imposed (or has informed any Issuer that it is
considering imposing) any condition (financial or otherwise) on an
Issuer retaining any rating assigned to any debt securities of such
Issuer or (ii) has indicated to any Issuer that it is considering (a)
the downgrading, suspension, or withdrawal of, or any review for a
possible change that does not indicate the direction of the possible
change in, any rating so assigned or (b) any change in the outlook for
any rating on the debt securities of such Issuer.
(ff) No form of general solicitation or general advertising (as
defined in Regulation D under the Securities Act) was used by the
Issuers or any of their respective representatives (other than the
Purchasers, as to whom the Issuers make no representation) in
connection with the offer and sale of the Offered Securities
contemplated hereby, including, but not limited to, articles, notices
or other communications published in any newspaper, magazine or
similar medium or broadcast over television or radio, or any seminar
or meeting whose attendees have been invited by any general
solicitation or general advertising. No securities of the same class
as the Offered Securities have been issued and sold by any of the
Issuers within the six-month period immediately prior to the date
hereof.
(gg) Each of the Issuers has filed all necessary federal, state
and foreign income and franchise tax returns, except where the failure
to so file such returns would not reasonably be expected to have,
individually or in the aggregate, a Material Adverse Effect, and has
paid all taxes shown as due thereon; and other than tax deficiencies
which the Issuers are contesting in good faith and for which adequate
reserves have been provided in accordance with generally accepted
accounting principles, there is no tax deficiency that has been
asserted against the Company or any of its subsidiaries that would
reasonably be expected to have, individually or in the aggregate, a
Material Adverse Effect.
(hh) On the Closing Date, after giving effect to the offering
and sale of the Notes and the application of the proceeds thereof as
described in the Offering Circular, (i) the fair value and present
fair saleable value of the assets of the Company and its subsidiaries
on a going concern basis will exceed the sum of its stated liabilities
and identified contingent liabilities; and (ii) each of the Company
and its subsidiaries is not, nor will it be (a) left with unreasonably
small capital with which to carry on its business as it is proposed to
be conducted, (b) unable to pay its debts (contingent or otherwise) as
they mature or (c) otherwise insolvent. In computing the amount of
such contingent liabilities at any time, it is intended that such
liabilities will be computed at the amount that, in the light of all
the facts and circumstances existing at such time, represent the
amount that can reasonably be expected to become an actual or matured
liability.
3. Purchase, Sale and Delivery of Offered Securities. On the basis
of the representations, warranties and agreements herein contained, but subject
to the terms and conditions herein set forth, the Company agrees to sell to the
Purchasers, and the Purchasers agree, severally and not jointly, to purchase
from the Company the Notes, in the respective amounts of the Notes set forth
opposite the names of the several Purchasers in Schedule A hereto, at a purchase
price of 97.0% of the principal amount thereof.
The Company will deliver against payment of the purchase price the
Notes in the form of one or more permanent global Securities in definitive form
(the "Global Securities") deposited with the Trustee as custodian for The
Depository Trust Company ("DTC") and registered in the name of Cede & Co., as
nominee for DTC. Interests in any permanent Global Securities will be held only
in book-entry form through DTC, except in the limited circumstances described in
the Offering Circular. Payment for the Notes shall be made by the Purchasers in
Federal (same day) funds by wire transfer to an account at a bank reasonably
acceptable to
-7-
CSFBC drawn to such order as the Company shall direct. Delivery of the Global
Securities will be made at the office of Cahill Gordon & Reindel at 9:00 A.M.
(New York time), on January 24, 2003, or at such other time not later than seven
full business days thereafter as CSFBC and the Company determine, such time
being herein referred to as the "Closing Date", against delivery to the Trustee
as custodian for DTC of the Global Securities representing all of the Notes.
4. Representations by Purchasers; Resale by Purchasers.
(a) Each Purchaser severally represents and warrants to the
Company that it is an "accredited investor" within the meaning of
Regulation D under the Securities Act.
(b) Each Purchaser severally acknowledges that the Notes have
not been registered under the Securities Act and may not be offered or
sold within the United States or to, or for the account or benefit of,
U.S. persons except in accordance with Regulation S or pursuant to an
exemption from the registration requirements of the Securities Act.
Each Purchaser severally represents and agrees that it has offered and
sold the Notes, and will offer and sell the Notes, (i) as part of its
distribution at any time and (ii) otherwise until the later of the
commencement of the offering and the Closing Date, only in accordance
with Rule 144A under the Securities Act ("Rule 144A") or Rule 903
under the Securities Act. Accordingly, neither such Purchaser nor its
affiliates, nor any persons acting on its or their behalf, has engaged
or will engage in any directed selling efforts with respect to the
Notes, and such Purchaser, its affiliates and all persons acting on
its or their behalf have complied and will comply with the offering
restrictions requirement of Regulation S. Each Purchaser severally
agrees that, at or prior to confirmation of sale of the Notes, other
than a sale pursuant to Rule 144A, such Purchaser will have sent to
each distributor, dealer or person receiving a selling concession, fee
or other remuneration that purchases the Notes from it during the
restricted period a confirmation or notice to substantially the
following effect:
"The Securities covered hereby have not been registered under
the U.S. Securities Act of 1933 (the "Securities Act") and may
not be offered or sold within the United States or to, or for
the account or benefit of, U.S. persons (i) as part of their
distribution at any time or (ii) otherwise until 40 days after
the later of the date of the commencement of the offering and
the closing date, except in either case in accordance with
Regulation S (or Rule 144A if available) under the Securities
Act. Terms used above have the meanings given to them by
Regulation S."
Terms used in this subsection (b) have the meanings given to them by
Regulation S.
(c) Each Purchaser severally agrees that it and each of its
affiliates has not entered and will not enter into any contractual
arrangement with respect to the distribution of the Offered Securities
except for any such arrangements with the other Purchasers or with the
prior written consent of the Company.
(d) Each Purchaser severally agrees that it and each of its
affiliates will not offer or sell the Offered Securities in the United
States by means of any form of general solicitation or general
advertising within the meaning of Rule 502(c) under the Securities
Act, including, but not limited to, (i) any advertisement, article,
notice or other communication published in any newspaper, magazine or
similar media or broadcast over television or radio, or (ii) any
seminar or meeting whose attendees have been invited by any general
solicitation or general advertising. Each Purchaser severally agrees,
with respect to resales made in reliance on Rule 144A of any of the
Offered Securities, to deliver either with the confirmation of such
resale or otherwise prior to
-8-
settlement of such resale a notice to the effect that the resale of
such Offered Securities has been made in reliance upon the exemption
from the registration requirements of the Securities Act provided by
Rule 144A.
5. Certain Agreements of the Issuers. The Company and as
applicable, each of the Issuers, agrees with the several Purchasers that:
(a) The Company, on behalf of all of the Issuers, will advise
CSFBC promptly of any proposal to amend or supplement the Offering
Circular and will not effect such amendment or supplementation without
CSFBC's consent (which consent shall not be unreasonably withheld).
If, at any time prior to the completion of the resale of the Notes by
the Purchasers, any event occurs as a result of which the Offering
Circular as then amended or supplemented would include an untrue
statement of a material fact or omit to state any material fact
necessary in order to make the statements therein, in the light of the
circumstances under which they were made, not misleading, or if it is
necessary at any such time to amend or supplement the Offering
Circular to comply with any applicable law, the Company, on behalf of
all of the Issuers, promptly will notify CSFBC of such event and
promptly will prepare, at its own expense, an amendment or supplement
which will correct such statement or omission or effect such
compliance. Neither CSFBC's consent to, nor the Purchasers' delivery
to offerees or investors of, any such amendment or supplement shall
constitute a waiver of any of the conditions set forth in Section 6.
(b) The Company will furnish to CSFBC copies of any
preliminary offering circular, the Offering Circular and all
amendments and supplements to such documents, in each case as soon as
available and in such quantities as CSFBC reasonably requests. At any
time when the Offered Securities are outstanding and are "restricted
securities" within the meaning of Rule 144(a)(3) under the Securities
Act and the Issuers are not subject to Section 13 or 15(d) of the
Exchange Act, the Company will promptly (or, in the case of any
information relating to the Guarantors, upon request) furnish or cause
to be furnished to CSFBC (and, upon request, to each of the other
Purchasers) and, upon request of holders and prospective purchasers of
the Offered Securities, to such holders and purchasers, copies of the
information required to be delivered to holders and prospective
purchasers of the Offered Securities pursuant to Rule 144A(d)(4) under
the Securities Act (or any successor provision thereto) in order to
permit compliance with Rule 144A in connection with resales by such
holders of the Offered Securities. The Company will pay the expenses
of printing and distributing to the Purchasers all such documents.
(c) The Company will arrange for the qualification of the
Notes for sale and the determination of their eligibility for
investment under the laws of such jurisdictions in the United States
and Canada as CSFBC reasonably designates and will continue such
qualifications in effect so long as reasonably required for the
initial resale of the Notes by the Purchasers, provided that none of
the Issuers will be required to qualify as a foreign corporation or to
file a general consent to service of process in any such jurisdiction
or to subject any Issuer to taxation in respect of doing business in
any state or jurisdiction in which such Issuer is not otherwise so
subject.
(d) During the period of two years hereafter, unless such
documents are available electronically via the Electronic Data
Gathering, Analysis, and Retrieval (EDGAR) system or any successor
system maintained by the Commission, the Issuers will furnish to CSFBC
and, upon request, to each of the other Purchasers, (i) as soon as
available, a copy of each report or other document furnished by the
Issuers to the Commission pursuant to Rule 12g3-2(b) under the
Exchange Act.
-9-
(e) During the period of two years after the Closing Date, the
Company will, upon request, furnish to CSFBC, each of the other
Purchasers and any holder of Notes a copy of the restrictions on
transfer applicable to the Notes.
(f) During the period of two years after the Closing Date, the
Company will not, and will not permit any of their respective
affiliates (as defined in Rule 144 under the Securities Act) to,
resell any of the Offered Securities that have been reacquired by any
of them, except for Notes purchased by the Company or any of its
affiliates and resold in a transaction registered under the Securities
Act.
(g) During the period of two years after the Closing Date,
none of the Issuers will be or become an open-end investment company,
unit investment trust or face-amount certificate company that is or is
required to be registered under Section 8 of the Investment Company
Act.
(h) The Company will pay all expenses incidental to the
performance of its obligations under this Agreement, the Indenture and
the Registration Rights Agreement, including (i) the fees and expenses
of the Trustee and its professional advisers; (ii) all expenses in
connection with the execution, issue, authentication, packaging and
initial delivery of the Notes and, as applicable, the Exchange
Securities (as defined in the Registration Rights Agreement), the
preparation and printing of this Agreement, the Registration Rights
Agreement, the Notes, the Indenture, the Offering Circular and
amendments and supplements thereto, and any other document relating to
the issuance, offer, sale and delivery of the Notes and, as
applicable, the Exchange Securities; (iii) the cost of qualifying the
Notes for trading in The Portal Market ("PORTAL") of The Nasdaq Stock
Market, Inc. and any expenses incidental thereto; (iv) the cost of any
advertising approved by the Company in connection with the issue of
the Offered Securities; (v) any expenses (including reasonable fees
and disbursements of counsel) incurred in connection with
qualification of the Notes or the Exchange Securities for sale under
the laws of such jurisdictions as CSFBC reasonably designates and the
printing of memoranda relating thereto; (vi) any fees charged by
investment rating agencies for the rating of the Offered Securities or
the Exchange Securities and (vii) expenses incurred in distributing
preliminary offering circulars and the Offering Circular (including
any amendments and supplements thereto) to the Purchasers. The Company
will reimburse the Purchasers for all travel expenses of the
Purchasers' and the Issuers' officers and employees and any other
expenses of the Purchasers and the Issuers in connection with
attending or hosting meetings with prospective purchasers of the Notes
from the Purchasers.
(i) In connection with the offering, until CSFBC shall have
notified the Company and the other Purchasers of the completion of the
resale of the Notes, neither the Company nor any of their respective
affiliates has or will, either alone or with one or more other
persons, bid for or purchase for any account in which it or any of its
affiliates has a beneficial interest any Notes or attempt to induce
any person to purchase any Notes; and neither they nor any of their
affiliates will make bids or purchases for the purpose of creating
actual, or apparent, active trading in, or of raising the price of,
the Notes.
(j) For a period of 180 days after the date of the initial
offering of the Offered Securities by the Purchasers, the Issuers will
not offer, sell, contract to sell, pledge or otherwise dispose of,
directly or indirectly, or file with the Commission a registration
statement under the Securities Act with respect to, any United States
dollar-denominated debt securities issued or guaranteed by any Issuer
and having a maturity of more than one year from the date of issue, or
publicly disclose the intention to make any such offer, sale, pledge
or disposition, or filing, except (i) issuances of Exchange Securities
pursuant to the Registration Rights Agreement or (ii) promissory notes
or
-10-
other debt securities issued or guaranteed in immaterial amounts in
the ordinary course of business. The Issuers will not at any time
offer, sell, contract to sell, pledge or otherwise dispose of,
directly or indirectly, any securities under circumstances where such
offer, sale, pledge, contract or disposition would cause the exemption
afforded by Section 4(2) of the Securities Act to cease to be
applicable to the offer and sale of the Notes.
(k) The Issuers will apply the net proceeds from the sale of
the Notes as set forth under "Use of Proceeds" in the Offering
Circular.
6. Conditions of the Obligations of the Purchasers. The
obligations of the several Purchasers to purchase and pay for the Notes will be
subject to the accuracy of the representations and warranties on the part of the
Issuers herein, to the accuracy of the statements of officers of the Issuers
made pursuant to the provisions hereof, to the performance by the Issuers of
their respective obligations hereunder and to the following additional
conditions precedent:
(a) The Purchasers shall have received a letter, dated the
date of this Agreement, of PricewaterhouseCoopers LLP, substantially
in the form of Exhibit B hereto or otherwise in form and substance
reasonably satisfactory to the Purchasers concerning the financial
information with respect to the Company set forth in the Offering
Circular.
(b) Subsequent to the execution and delivery of this
Agreement, there shall not have occurred (i) any change, or any
development or event that would reasonably be expected to result in a
change, in the condition (financial or other), business, properties or
results of operations of the Issuers and their respective subsidiaries
taken as a whole which, in the reasonable judgment of a majority in
interest of the Purchasers, including CSFBC is material and adverse
and makes it impractical to proceed with completion of the offering or
the sale of and payment for the Notes; (ii) any downgrading in the
rating of any debt securities of the Issuers by any "nationally
recognized statistical rating organization" (as defined for purposes
of Rule 436(g) under the Securities Act), or any public announcement
that any such organization has under surveillance or review its rating
of any debt securities of the Issuers (other than an announcement with
positive implications of a possible upgrading, and no implication of a
possible downgrading, of such rating) or any announcement that the
Company has been placed on negative outlook; (iii) any material
adverse change in U.S. or international financial, political or
economic conditions or currency exchange rates or exchange controls as
would, in the reasonable judgment of a majority in interest of the
Purchasers including CSFBC, be likely to prejudice materially the
success of the proposed issue, sale or distribution of the Offered
Securities, whether in the primary market or in respect of dealings in
the secondary market; (iv) any material suspension or material
limitation of trading in securities generally on the New York Stock
Exchange or any setting of minimum prices for trading on such
exchange, or any suspension of trading of any securities of the
Issuers on any exchange or in the over-the-counter market; (v) any
banking moratorium declared by U.S. Federal or New York authorities;
(vi) any major disruption of settlements of securities or clearance
services in the United States or (vii) any material attack on,
outbreak or escalation of hostilities or act of terrorism involving
the United States, any declaration of war by Congress or any other
national or international calamity or emergency if, in the reasonable
judgment of a majority in interest of the Purchasers including CSFBC,
the effect of any such attack, outbreak, escalation, act, declaration,
calamity or emergency makes it impractical to proceed with completion
of the offering or sale of and payment for the Offered Securities.
(c) The Purchasers shall have received an opinion, dated the
Closing Date, of Debevoise & Plimpton, counsel for the Issuers,
substantially in the form of Exhibit A hereto, or otherwise in form
and substance reasonably satisfactory to the Purchasers:
-11-
(d) The Purchasers shall have received from Cahill Gordon &
Reindel, counsel for the Purchasers, such opinion or opinions, dated
the Closing Date, with respect to the incorporation of the Issuers,
the validity of the Notes, the Offering Circular, the exemption from
registration for the offer and sale of the Offered Securities by the
Issuers to the several Purchasers and the resales by the several
Purchasers as contemplated hereby and other related matters as CSFBC
may reasonably require, and the Issuers shall have furnished to such
counsel such documents as they reasonably request for the purpose of
enabling them to pass upon such matters.
(e) The Purchasers shall have received a certificate, dated
the Closing Date, of the President or any Vice President and a
principal financial or accounting officer of each Issuer in which such
officers shall state that, to their knowledge after due inquiry, the
representations and warranties of the Issuers in this Agreement are
true and correct, that the Issuers have complied with all agreements
and satisfied all conditions on their part to be performed or
satisfied hereunder at or prior to the Closing Date, and that, to
their knowledge after due inquiry, subsequent to the dates of the most
recent financial statements in the Offering Circular there has been no
Material Adverse Effect, nor any development or event that would
reasonably be expected to result in, individually or in the aggregate,
a Material Adverse Effect, except as set forth in or contemplated by
the Offering Circular.
(f) The Purchasers shall have received a letter, dated the
Closing Date, of PricewaterhouseCoopers LLP which meets the
requirements of subsection (a) of this Section, except that the
specified date referred to in such subsection will be a date not more
than two days prior to the Closing Date for the purposes of this
subsection.
(g) The Company shall have furnished to the Purchasers such
further certificates and documents confirming the representations and
warranties, covenants and conditions contained herein and related
matters (including with respect to subsection (i) below) as the
Purchasers may reasonably have requested.
(h) The Notes shall have been designated for trading on
PORTAL.
(i) Each of the Issuers and the Trustee shall have executed
and delivered the Indenture in form and substance reasonably
satisfactory to the Purchasers and the Indenture shall be in full
force and effect.
(j) Each of the Issuers shall have executed and delivered the
Registration Rights Agreement in form and substance reasonably
satisfactory to the Purchasers and the Registration Rights Agreement
shall be in full force and effect.
(k) The Purchasers shall have received a certificate, dated
the Closing Date, of the President or any Vice President and a
principal financial or accounting officer of the Company in which such
officers shall state that, as of the Closing Date, to their knowledge
after due inquiry, the representations and warranties set forth in
Section 2(hh) of this Agreement are true and correct.
The Company will furnish the Purchasers with such conformed copies of
such opinions, certificates, letters and documents as the Purchasers reasonably
request. CSFBC may in its sole discretion waive on behalf of the Purchasers
compliance with any conditions to the obligations of the Purchasers hereunder,
whether in respect of the Closing Date or otherwise.
-12-
7. Indemnification and Contribution.
(a) The Issuers will indemnify and hold harmless each
Purchaser, its partners, directors and officers and each person, if
any, who controls such Purchaser within the meaning of Section 15 of
the Securities Act, against any losses, claims, damages or
liabilities, joint or several, to which such Purchaser may become
subject, under the Securities Act or the Exchange Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of any untrue statement or alleged untrue
statement of any material fact contained in the Offering Circular, or
any amendment or supplement thereto, or any related preliminary
offering circular, or arise out of or are based upon the omission or
alleged omission to state therein a material fact required to be
stated therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading, including any losses, claims, damages or liabilities
arising out of or based upon the Issuers' failure to perform its
obligations under Section 5(a) of this Agreement, and will reimburse
each Purchaser for any legal or other expenses reasonably incurred by
such Purchaser in connection with investigating or defending any such
loss, claim, damage, liability or action as such expenses are
incurred; provided, however, that the Issuers will not be liable in
any such case to the extent that any such loss, claim, damage or
liability arises out of or is based upon an untrue statement or
alleged untrue statement in or omission or alleged omission from any
of such documents in reliance upon and in conformity with written
information furnished to the Issuers by any Purchaser through CSFBC
specifically for use therein, it being understood and agreed that the
only such information consists of the information described as such in
subsection (b) below, and provided, further, that the foregoing
indemnity with respect to the preliminary offering circular shall not
inure to the benefit of any Purchaser from whom the person asserting
any such losses, claims, damages or liabilities purchased Notes, to
the extent that any such losses, claims, damages or liabilities of
such Purchaser result solely from the fact that such Purchaser sold
Notes to a person in an initial resale to whom there was not sent or
given at or prior to the written confirmation of the sale of such
Notes, a copy of the final offering circular (as amended and
supplemented), if the Company had previously furnished copies thereof
to such Purchaser sufficient to allow for a timely distribution prior
to confirmation of the sale of such Notes to such person by such
Purchaser and the losses, claims, damages or liabilities of such
Purchaser result from an untrue statement or omission of a material
fact contained in the preliminary offering circular, which was
corrected in the final offering circular.
(b) Each Purchaser will severally and not jointly indemnify
and hold harmless each Issuer, its directors and officers and each
person, if any, who controls such Issuer within the meaning of Section
15 of the Securities Act, against any losses, claims, damages or
liabilities to which such Issuer may become subject, under the
Securities Act or the Exchange Act or otherwise, insofar as such
losses, claims, damages or liabilities (or actions in respect thereof)
arise out of or are based upon any untrue statement or alleged untrue
statement of any material fact contained in the Offering Circular, or
any amendment or supplement thereto, or any related preliminary
offering circular, or arise out of or are based upon the omission or
the alleged omission to state therein a material fact required to be
stated therein or necessary in order to make the statements therein,
in the light of the circumstances under which they were made, not
misleading, in each case to the extent, but only to the extent, that
such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with
written information furnished to the Issuers by such Purchaser through
CSFBC specifically for use therein, and will reimburse any legal or
other expenses reasonably incurred by the Company in connection with
investigating or defending any such loss, claim, damage, liability or
action as such expenses are incurred, it being understood and agreed
that the only such information furnished by any Purchaser consists of
the following information in the Offering Circular furnished on behalf
of each Purchaser in the
-13-
eighth and ninth paragraphs and the fourth sentence of the tenth
paragraph under the caption "Plan of Distribution"; provided, however,
that the Purchasers shall not be liable for any losses, claims,
damages or liabilities arising out of or based upon the Company's
failure, after notice of such failure is provided to the Company, to
perform its obligations under Section 5(a) of this Agreement.
(c) Promptly after receipt by an indemnified party under this
Section of notice of the commencement of any action, such indemnified
party will, if a claim in respect thereof is to be made against the
indemnifying party under subsection (a) or (b) above, notify the
indemnifying party of the commencement thereof; but the omission so to
notify the indemnifying party will not relieve it from any liability
which it may have to any indemnified party otherwise than under
subsection (a) or (b) above. In case any such action is brought
against any indemnified party and it notifies the indemnifying party
of the commencement thereof, the indemnifying party will be entitled
to participate therein and, to the extent that it may wish, jointly
with any other indemnifying party similarly notified, to assume the
defense thereof, with counsel reasonably satisfactory to such
indemnified party (who shall not, except with the consent of the
indemnified party, be counsel to the indemnifying party), and after
notice from the indemnifying party to such indemnified party of its
election so to assume the defense thereof, the indemnifying party will
not be liable to such indemnified party under this Section for any
legal or other expenses subsequently incurred by such indemnified
party in connection with the defense thereof other than reasonable
costs of investigation. No indemnifying party shall, without the prior
written consent of the indemnified party, effect any settlement of any
pending or threatened action in respect of which any indemnified party
is or could have been a party and indemnity could have been sought
hereunder by such indemnified party unless such settlement includes
(i) an unconditional release of such indemnified party from all
liability on any claims that are the subject matter of such action and
(ii) does not include a statement as to or an admission of fault or
failure to act by or on behalf of any indemnified party.
(d) If the indemnification provided for in this Section is
unavailable or insufficient to hold harmless an indemnified party
under subsection (a) or (b) above, then each indemnifying party shall
contribute to the amount paid or payable by such indemnified party as
a result of the losses, claims, damages or liabilities referred to in
subsection (a) or (b) above (i) in such proportion as is appropriate
to reflect the relative benefits received by the Company on the one
hand and the Purchasers on the other from the offering of the Offered
Securities or (ii) if the allocation provided by clause (i) above is
not permitted by applicable law, in such proportion as is appropriate
to reflect not only the relative benefits referred to in clause (i)
above but also the relative fault of the Issuers on the one hand and
the Purchasers on the other in connection with the statements or
omissions which resulted in such losses, claims, damages or
liabilities as well as any other relevant equitable considerations.
The relative benefits received by the Issuers on the one hand and the
Purchasers on the other shall be deemed to be in the same proportion
as the total net proceeds from the offering (before deducting
expenses) received by the Issuers bear to the total discounts and
commissions received by the Purchasers from the Issuers under this
Agreement. The relative fault shall be determined by reference to,
among other things, whether the untrue or alleged untrue statement of
a material fact or the omission or alleged omission to state a
material fact relates to information supplied by the Company or the
Purchasers and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such untrue
statement or omission. The amount paid by an indemnified party as a
result of the losses, claims, damages or liabilities referred to in
the first sentence of this subsection (d) shall be deemed to include
any legal or other expenses reasonably incurred by such indemnified
party in connection with investigating or defending any action or
claim which is the subject of this subsection (d). Notwithstanding the
-14-
provisions of this subsection (d), no Purchaser shall be required to
contribute any amount in excess of the amount by which the total price
at which the Notes purchased by it were resold exceeds the amount of
any damages which such Purchaser has otherwise been required to pay by
reason of such untrue or alleged untrue statement or omission or
alleged omission. The Purchasers' obligations in this subsection (d)
to contribute are several in proportion to their respective purchase
obligations and not joint.
(e) The obligations of the Issuers under this Section shall be
in addition to any liability which the Issuers may otherwise have and
shall extend, upon the same terms and conditions, to each person, if
any, who controls any Purchaser within the meaning of the Securities
Act or the Exchange Act; and the obligations of the Purchasers under
this Section shall be in addition to any liability which the
respective Purchasers may otherwise have and shall extend, upon the
same terms and conditions, to each person, if any, who controls the
Company within the meaning of the Securities Act or the Exchange Act.
8. Default of Purchasers. If any Purchaser or Purchasers default
in their obligations to purchase Notes hereunder and the aggregate principal
amount of Notes that such defaulting Purchaser or Purchasers agreed but failed
to purchase does not exceed 10% of the total principal amount of Notes, CSFBC
may make arrangements satisfactory to the Company for the purchase of such Notes
by other persons, including any of the Purchasers, but if no such arrangements
are made by the Closing Date, the non-defaulting Purchasers shall be obligated
severally, in proportion to their respective commitments hereunder, to purchase
the Notes that such defaulting Purchasers agreed but failed to purchase. If any
Purchaser or Purchasers so default and the aggregate principal amount of Notes
with respect to which such default or defaults occur exceeds 10% of the total
principal amount of Notes and arrangements satisfactory to CSFBC and the Company
for the purchase of such Notes by other persons are not made within 36 hours
after such default, this Agreement will terminate without liability on the part
of any non-defaulting Purchaser or the Issuers, except as provided in Section 9.
As used in this Agreement, the term "Purchaser" includes any person substituted
for a Purchaser under this Section. Nothing herein will relieve a defaulting
Purchaser from liability for its default.
9. Survival of Certain Representations and Obligations; Payment of
Expenses. The respective indemnities, agreements, representations, warranties
and other statements of the Issuers or its officers and of the several
Purchasers set forth in or made pursuant to this Agreement will remain in full
force and effect, regardless of any investigation, or statement as to the
results thereof, made by or on behalf of any Purchaser, the Issuers or any of
their respective representatives, officers or directors or any controlling
person, and will survive delivery of and payment for the Notes. If this
Agreement is terminated pursuant to Section 8 or if for any reason the purchase
of the Notes by the Purchasers is not consummated, the Company shall remain
responsible for the expenses to be paid or reimbursed by it pursuant to Section
5 and the respective obligations of the Issuers and the Purchasers pursuant to
Section 7 shall remain in effect. If the purchase of the Notes by the Purchasers
is not consummated for any reason other than solely because of the termination
of this Agreement pursuant to Section 8 or the occurrence of any event specified
in clause (iii), (iv), (v), (vi) or (vii) of Section 6(b), the Issuers will
reimburse the Purchasers for all reasonable out-of-pocket expenses (including
fees and disbursements of counsel) reasonably incurred by them in connection
with the offering of the Offered Securities.
10. Notices. All communications hereunder will be in writing and,
if sent to the Purchasers will be mailed, delivered or telegraphed and confirmed
to the Purchasers, c/o Credit Suisse First Boston LLC, Eleven Madison Avenue,
New York, N.Y. 10010-3629, Attention: Investment Banking Department Transactions
Advisory Group, or, if sent to the Company, will be mailed, delivered or
telegraphed and confirmed to it at 870 Remington Drive, P.O. Box 700, Madison,
North Carolina 27025-0700, Attention:
-15-
Chief Financial Officer; provided, however, that any notice to a Purchaser
pursuant to Section 7 will be mailed, delivered or telegraphed and confirmed to
such Purchaser.
11. Successors. This Agreement will inure to the benefit of and be
binding upon the parties hereto and their respective successors and the
controlling persons referred to in Section 7, and no other person will have any
right or obligation hereunder, except that holders of Offered Securities shall
be entitled to enforce the agreements for their benefit contained in the second
and third sentences of Section 5(b) hereof against the Issuers as if such
holders were parties thereto.
12. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all such
counterparts shall together constitute one and the same Agreement.
13. Applicable Law; Submission to Jurisdiction.
This Agreement and the rights and duties of the parties hereto
hereunder shall be governed by and construed and interpreted in accordance with
laws of the State of New York, without giving effect to its principles or rules
of conflict of laws to the extent such principles or rules are not mandatorily
applicable by statute and would require or permit the application of the laws of
another jurisdiction.
Each Issuer hereby submits to the non-exclusive jurisdiction of the
Federal and state courts in the Borough of Manhattan in The City of New York in
any suit or proceeding arising out of or relating to this Agreement or the
transactions contemplated hereby.
-16-
If the foregoing is in accordance with the Purchasers' understanding
of our agreement, kindly sign and return to us one of the counterparts hereof,
whereupon it will become a binding agreement between the Issuers and the several
Purchasers in accordance with its terms.
Very truly yours,
REMINGTON ARMS COMPANY, INC.
By /s/ Thomas L. Millner
--------------------------------
Name: Thomas L. Millner
Title: President and Chief
Executive Officer
RBC HOLDING, INC.
By /s/ Mark A. Little
--------------------------------
Name: Mark A. Little
Title: Executive Vice President,
Chief Financial Officer
and Treasurer
RA BRANDS, L.L.C.
By /s/ Thomas L. Millner
--------------------------------
Name: Thomas L. Millner
Title: President and Chief
Executive Officer
RA FACTORS, INC.
By /s/ Mark A. Little
--------------------------------
Name: Mark A. Little
Title: Executive Vice President,
Chief Financial Officer
and Treasurer
-17-
The foregoing Purchase Agreement
is hereby confirmed and accepted
as of the date first above written.
CREDIT SUISSE FIRST BOSTON LLC
GOLDMAN, SACHS & CO.
WACHOVIA SECURITIES, INC.
Acting on behalf of themselves
and as the Representatives of
the several Purchasers
CREDIT SUISSE FIRST BOSTON LLC
By: /s/ Edward P. Garden
------------------------------
Name: Edward P. Garden
Title: Managing Director
GOLDMAN, SACHS & CO.
By: /s/ Goldman, Sachs & Co.
------------------------------
(GOLDMAN, SACHS & CO.)
WACHOVIA SECURITIES, INC.
By: /s/ Trip Morris
------------------------------
Name: Trip Morris
Title: Vice President
-18-
SCHEDULE A
PRINCIPAL AMOUNT OF
MANAGERS OFFERED SECURITIES
-------- -------------------
Credit Suisse First Boston LLC..................... $ 140,000,000
Goldman, Sachs & Co................................ 40,000,000
Wachovia Securities, Inc........................... 20,000,000
-------------------
Total.................... $ 200,000,000
===================
SCHEDULE B
Guarantors
RBC Holding, Inc.
RA Brands, L.L.C.
RA Factors, Inc.
SCHEDULE C
Subsidiaries
RBC Holding, Inc.
RA Brands, L.L.C.
RA Factors, Inc.