Exhibit 10.6
                                 FIFTH AMENDMENT

                    FIFTH   AMENDMENT,   dated  as  of  March  11,   1999  (this
"Amendment"),  to 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:

(a)     REMINGTON PRODUCTS COMPANY, L.L.C., a Delaware limited liability
         company (the "Company");

(b)      REMINGTON  CONSUMER  PRODUCTS  LIMITED,  a  corporation  organized  and
         existing under the laws of the United Kingdom (the "UK Borrower");

(c)      each Acquisition  Subsidiary from time to time party thereto  (together
         with the Company and the UK Borrower, the "Borrowers");

(d)      FLEET NATIONAL BANK and BANQUE NATIONALE DE PARIS, as Co- Documentation
         Agents (in such capacity, the "Co-Documentation Agents:); and

(e)      THE CHASE  MANHATTAN BANK (formerly known as CHEMICAL BANK), a New York
         banking  corporation,  as administrative  agent (in such capacity,  the
         "Agent") for the Lenders hereunder.

                              W I T N E S S E T H :

                    WHEREAS, the Borrowers, the Lenders and the Agent are 
parties to the Credit Agreement;

                    WHEREAS, the Borrowers have requested that the Agent and the
Lenders agree to amend certain  provisions of the Credit Agreement in accordance
with the terms hereof;

                    WHEREAS, the Agent, the Lenders and The Chase Manhattan Bank
(as  Issuing  Lender)  are  willing  to  amend  such  provisions  of the  Credit
Agreement,  but only upon the  terms and  subject  to the  conditions  set forth
herein;

                    NOW THEREFORE,  in consideration  of the premises  contained
herein, the parties hereto agree as follows:

                    1.  Defined  Terms:   Unless   otherwise   defined   herein,
capitalized terms which are used herein shall have the meanings assigned thereto
in the Credit Agreement.

                    2.  Amendment of Subsection  1.1. (a)  Subsection 1.1 of the
Credit Agreement hereby is amended by deleting therefrom in their entireties the
definitions of the terms  "Applicable  Margin,"  "Domestic  Borrowing  Base" and
"Overadvance Period" contained therein.

                    (b) Subsection 1.1 of the Credit Agreement hereby is amended
by inserting therein, in proper alphabetical order, the following definitions:


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               "Applicable  Advance Rate:" with respect to (a) Eligible Domestic
          Accounts, 85% and (b) Eligible Domestic Inventory,  60% (collectively,
          the "Basic  Advance  Rates");  provided  that,  during each period set
          forth below,  the Basic Advance Rates shall be increased to the extent
          necessary to cause the Domestic  Borrowing Base to be increased by the
          amount equal to the  "Increase  Amount" set forth below  opposite such
          period:

               Period                                          Increase Amount
               ------                                          ---------------
         02/01/99  -  11/30/99                                    $10,000,000
         12/01/99  -  06/30/00                                     $5,000,000

                    "Applicable  Margin": for each Type of Loan, or with respect
          to commitment fees, as applicable,  the rate per annum set forth under
          the relevant  column heading below,  based upon the Leverage Ration in
          effect from time to time as described below:

                                   Eurodollar, Domestic
                                   Sterling and Sterling    ABR       Fee
                                   Base Rate Loans        Rate Loans  Percentage
                                   -------------------    ----------  ----------
     Leverage Ratio of greater        2.75%                 1.50%       0.50%
     than or equal to 5.00 to 1.00

     Leverage Ratio of less than      2.50%                 1.25%       0.50%
     5.00 to 1.00 and greater
     than or equal to 4.00 to 1.00

     Leverage Ration of less than     2.25%                 1.00%       0.50%
     4.00 to 1.00 and greater
     than or equal to 3.50 to 1.00

     Leverage Ratio of less than      2.00%                 0.75%       0.375%
     3.50 to 1.00

          Notwithstanding  the  foregoing,  at all times  prior to the date upon
          which the Company delivers the financial  statements required pursuant
          to subsection  13.4(b) for its fiscal quarter ended June 30, 1996, the
          Company shall be deemed (for purposes of this definition only) to have
          a Leverage  Ratio of  greater  than 5.00 to 1.00.  Any  changes in the
          Applicable  Margin shall  become  effective on the date which is three
          Business  Days  following  the date of  delivery by the Company of its
          financial statements for the relevant fiscal period in accordance with
          the provisions of subsection 13.4(a) or (b), as the case may be.

               "Domestic  Borrowing  Base": as of any date of  determination  an
          amount equal to the sum,  without  duplication  of (a) the  Applicable
          Advance Rate of the total of Eligible Domestic Accounts of the Company
          and in  Domestic  Subsidiaries  as of  such  date  less  the  Domestic
          Dilution  Reserve then in effect,  (b) the Applicable  Advance Rate of
          the  Eligible  Domestic  Inventory  of the  Company  and its  Domestic
          Subsidiaries  as of such date and (c) during any  Overadvance  Period,
          $10,000,000 minus any Seasonal Overadvance Utilization then in effect.


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          For purposes of determining  the Domestic  Borrowing Base from time to
          time, Eligible Domestic Accounts and Eligible Domestic Accounts of the
          Company and its Domestic Subsidiaries shall be determined from time to
          time  by the  Agent  by  reference  to  the  Domestic  Borrowing  Base
          Certificate  then most  recently  delivered to it;  provided  that the
          information  contained in such  Domestic  Borrowing  Base  Certificate
          shall not be conclusive in calculating the amount of Eligible Domestic
          Accounts and Eligible Domestic  Inventory and, after consultation with
          the  Company,  the Agent  shall be  entitled to adjust the amounts and
          other information  contained therein to the extent that it believes in
          its reasonable  credit judgment that such adjustment is appropriate to
          reflect (x) the then current amount of Eligible  Domestic Accounts and
          Eligible Domestic Accounts or (y) changes in the business practices of
          the Company and its Domestic  Subsidiaries (or newly disclosed matters
          with respect to them).

                    "Overadvance  Period":  shall mean the period  from April 1,
          1998 through the date of effectiveness  of the Fifth Amendment,  dated
          as of March 11, 1999, to this Agreement.

                    (c) Subsection 1.1 of the Credit Agreement hereby is amended
by  deleting  from  clause (a) (iii) of the  definition  of the term  "Inventory
Reserves" contained therein and by substituting therefor the following:

          any   favorable    variances    (production    material,    production
          manufacturing,  purchase price variance or other variance  categories)
          that result when standard  costs are greater than the actual costs and
          are remaining in the ending  inventory  balance  (with such  favorable
          variance  inventory reserve to (x) be subject to review,  testing and,
          if appropriate, adjustment by the Agent, (y) be calculated on the last
          day of the accounting period for each calendar quarter,  commencing on
          March 31,  1999,  on an  individual  product  basis and (z)  remain in
          effect until the next calculation).

                    3. Amendment of Subsection 5.1(c).  Subsection 5.1(c) of the
Credit  Agreement  hereby is amended by inserting at the end of said  subsection
5.1(c) the following:

          Notwithstanding   anything  to  the  contrary  contained  herein,  the
          Domestic  Swing Line Lender shall (unless any of the events  described
          in  paragraph  (g) or (h) of Section 16 shall have  occurred)  request
          each Domestic Lender to make such a Domestic Revolving Credit Loan for
          the purpose of  refunding  outstanding  Domestic  Swing Line Loans not
          less frequently than every 15 days.


                    4.  Amendment of Section  8.1(c).  Subsection  8.1(c) of the
Credit  Agreement  hereby is amended by inserting at the end of said  subsection
8.1(c) the following:

          Notwithstanding  anything to the  contrary  contained  herein,  the UK
          Swing  Line  Lender  shall  (unless  any of the  events  described  in
          paragraph (g) or (h) of Section 16 shall have  occurred)  request each
          UK Lender to make such a UK  Revolving  Credit Loan for the purpose of
          refunding  outstanding  UK Swing Line Loans not less  frequently  than
          every 15 days.


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                    5. Amendment of Subsection  10.7(d).  Subsection  10.7(d) of
the Credit  Agreement  hereby is amended by deleting said subsection  10.7(d) in
its entirety and by substituting therefor the following:

                    (d) The Company agrees to pay to the Agent,  for the account
          of each Lender, a utilization fee for each day upon which the Domestic
          Revolving  Credit Exposure exceeds the amount which would be available
          under the Domestic  Borrowing Base if the Domestic Borrowing Base were
          determined using the Basic Advance Rates (i.e.,  without giving effect
          to any Increase Amount then In effect).  Such utilization fee shall be
          in the  amount  equal to 1/4% of 1% per annum on the then  outstanding
          amount  of  such  Lender's  Domestic  Revolving  Credit  Exposure,  UK
          Revolving  Credit  Exposure,  Domestic Term Loans and shall be payable
          quarterly,  in arrears, on the last day of each March, June, September
          and December.  Nothing  contained herein shall be deemed to permit the
          Domestic  Revolving Credit Exposure at any date to exceed the Domestic
          Borrowing Base then in effect.

                    6. Amendment of Subsection  14.14.  Subsection  14.14 of the
Credit Agreement is amended by deleting  therefrom the dates set forth under the
heading  "Period" and the ratios set forth under the heading  "Ratio"  contained
therein and by substituting therefor the following:

               Period                                           Ratio
          --------------                                     -----------    
          04/01/99  - 12/30/99                                0.70 to 1.0
          12/31/99  - 06/29/00                                0.85 to 1.0
          06/30/00 -  thereafter                              1.05 to 1.0

                    7. Amendment of Subsection  14.15.  Subsection  14.15 of the
Credit  Agreement  hereby is amended by deleting  therefrom  the dates set forth
under the heading  "Period" and the ratios set forth under the heading  "Ratios"
contained therein and by substituting therefor the following:



               Period                                           Ratio
          ----------------                                  ----------------
          Closing Date  - 12/30/99                          1.00 to 1.0
          12/31/99  -  06/29/00                             1.25 to 1.0
          06/30/00  -  12/30/00                             1.60 to 1.0
          12/31/00  -  06/30/01                             1.70 to 1.0
          07/01/01  -  12/31/01                             1.80 to 1.0
          01/01/02  -  thereafter                           2.00 to 1.0

               8. Amendment to Subsection  14.16(a).  Subsection 14.16(a) of the
Credit Agreement hereby is amended by deleting therefrom the dates set forth 


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under the heading  "Period"  and the ratios set forth under the heading  "Ratio"
contained therein and by substituting therefor the following:


               Period                                           Ratio
          ----------------                                  --------------
          04/01/99  - 12/30/99                              3.20 to 1.0
          12/31/99 -  thereafter                            3.00 to 1.0


                    9. Amendment to Subsection 14.16(b).  Subsection 14.16(b) of
the Credit Agreement hereby is amended by deleting therefrom the dates set forth
under the heading  "Period"  and the ratios set forth under the heading  "Ratio"
contained therein and by substituting therefor the following:


               Period                                          Ratio
          -------------------                               --------------
          04/01/99  - 12/30/99                                9.00 to 1.0
          12/31/99  - 06/29/00                                8.00 to 1.0
          06/30/00  - 09/29/00                                5:00 to 1.0
          09/30/00  - 06/30/01                                4.50 to 1.0
          07/01/01  - thereafter                              4.00 to 1.0

                    10. Conditions to Effectiveness. This Amendment shall become
effective  on the date upon which the Agent  receives (a)  counterparts  hereof,
executed and  delivered by a duly  authorized  officer of each  Borrower and the
Required  Lenders and (b) an amendment  fee, for ratable  account of the Lenders
which execute and deliver this  Amendment on or prior to March 26, 1999 (or such
later date as the Agent and the Borrower  shall  agree),  in the amount equal to
1/8 of 1% of the amount of the Domestic  Revolving Credit  Commitments then then
in effect,  the UK Revolving Credit Commitments then in effect and the aggregate
then  outstanding  principal  amount of the Domestic  Term Loans and the UK Term
Loans. Upon the effectiveness of this Amendment,  the Applicable Margin shall be
adjusted  to the  rates set  forth  therein,  without  regard  to  whether  such
effectiveness occurs on a day which is not the last day of an Interest Period.

                    11.  Representations  and Warranties.  The Borrowers  hereby
confirm,  reaffirm and restate the  representations  and warranties set forth in
Section 6 of the Credit  Agreement;  provided that each  reference to the Credit
Agreement  therein  shall be deemed to be a  reference  to the Credit  Agreement
giving effect to this  Amendment.  The  Borrowers  represent and warrant that no
Default or Event of Default has occurred and is continuing.

                    12. Continuing  Effect of Credit  Agreement.  This Amendment
shall not constitute a waiver or amendment of any other  provision of the Credit
Agreement  not  expressly  referred  to herein and shall not be  construed  as a
waiver or consent to any further or future action on the part of a Borrower that
would require a waiver or consent of the Agent or the Lenders. Except as


<PAGE>



expressly  amended hereby,  the provisions of the Credit Agreement are and shall
remain in full force and effect.

                    13.  Counterparts.  This Amendment may be executed by the 
parties hereto in any number of counterparts, and all of such counterparts taken
together shall be deemed to constitute one and the same instrument.

                    14.     GOVERNING LAW.    THIS AMENDMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.

                    IN WITNESS  WHEREOF,  the  parties  hereto  have caused this
Amendment  to be executed  and  delivered by their  respective  duly  authorized
offices as of the date first above written.

                         REMINGTON PRODUCTS COMPANY, L.L.C.
                                  
                         By: ---------------------------
                                   Title:

                         THE CHASE MANHATTAN BANK, as
                         Administrative Agent, as a Lender and as (or on
                         behalf of) the Issuing Bank

                         By: -----------------------------
                                     Title:

                         BANQUE NATIONALE DE PARIS, as a Co-
                         Documentation Agent and as a Lender

                         By:-------------------------------
                                     Title:

                         FLEET NATIONAL BANK, as a Co-
                         Documentation Agent and as a Lender

                         By:----------------------------
                                     Title:

                         FIRST UNION NATIONAL BANK
                              S/
                         By:--------------------------
                                Title:

                         THE FIRST NATIONAL BANK OF BOSTON

                         By:--------------------------------
                                     Title:

<PAGE>

                         FIRST UNION BANK OF CONNECTICUT

                         By:-----------------------------------
                                     Title:

                         HELLER FINANCIAL, INC.

                         By:-------------------------------------
                                     Title:

                         PEOPLE'S BANK

                         By:------------------------------------
                                     Title:

                         PNC BANK, NATIONAL ASSOCIATION

                         By:------------------------------------
                                     Title:

                         THE PROVIDENT BANK

                         By:-----------------------------------
                                     Title: