the laws of the State of New York. If any
provision hereof would be invalid under Applicable Law, then such provision
shall be deemed to be modified to the extent necessary to render it valid while
most nearly preserving its original intent; no provision hereof shall be
affected by another provision's being held invalid.
6)
Each notice or other communication hereunder shall be in writing,
shall be sent by messenger, by telecopy or facsimile transmission or by
first-class mail, shall be deemed given when sent and shall be sent as follows:
If to Assignee, to the following address (or to such other address as Assignee
may designate from time to time):
__________________________
__________________________
__________________________
If to Assignor, to the following address (or to such other address as Assignor
may designate from time to time):
__________________________
__________________________
__________________________
__________________________
Payments hereunder shall be made by wire transfer of immediately available U.S.
Dollars as follows:
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If to Assignee, to the following account (or to such other account as Assignee
may designate from time to time):
__________________________
ABA No.__________________
__________________________
Account No.________________
Reference: _________________
If to Assignor, to the following account (or to such other account as Assignor
may designate from time to time):
__________________________
__________________________
__________________________
ABA No.__________________
For Account of:_____________
Reference: ________________
IN WITNESS WHEREOF, the parties hereto have caused this Assignment and
Acceptance to be executed and delivered by their respective duly authorized
officers, as of the date first above written.
[NAME OF ASSIGNOR]
("Assignor")
By:_________________________________
Title:_____________________________
[NAME OF ASSIGNEE]
("Assignee")
By:_________________________________
Title:_____________________________
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SCHEDULE A TO ASSIGNMENT AND ACCEPTANCE
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EXHIBIT H
FORM OF NOTICE
Reference is made to (i) the Amended and Restated Credit Agreement dated March
15, 2006 (at any time amended, restated, modified or supplemented, the "Credit
Agreement"), among REMINGTON ARMS COMPANY, INC., a Delaware corporation, the
other borrowers named therein (individually, a "Borrower" and collectively, the
"Borrowers"), the financial institutions from time to time party to the Credit
Agreement ("Lenders"), WACHOVIA BANK, NATIONAL ASSOCIATION, in its capacity as
Administrative and Collateral Agent for Lenders (in such capacity, the "Agent"),
BANK OF AMERICA, N.A., in its capacity as Syndication Agent, and NATIONAL CITY
BUSINESS CREDIT, INC., in its capacity as Documentation Agent, and (ii) the
Assignment and Acceptance dated as of ___________________________, 200__ (the
"Assignment Agreement") between
_______________________________________________________________________ (the
"Assignor") and ________________________________________________________ (the
"Assignee"). Except as otherwise defined herein, capitalized terms used herein
which are defined in the Credit Agreement are used herein with the respective
meanings specified therein.
The Assignor hereby notifies Borrowers and Agent of Assignor's intent to assign
to Assignee pursuant to the Assignment Agreement a principal amount of (i)
$________ of the outstanding Revolver Loans held by Assignor, (ii) $___________
of Assignor's Revolver Commitment (which amount includes the Assignor's
outstanding Revolver Loans being assigned to Assignee pursuant to clause (i)
above), (iii) $_______________ of the outstanding Term Loan Advance held by
Assignor, and (iv) $_____________ of Assignor's Term Loan Commitment (which
amount includes Assignor's outstanding portion of the